🇺🇸 SECGentherm IncDoubao · 实盘不做把握 6/10不做原因:无增量信息
北京时间·🕒 发布 18:10:14·⟳ 抓取 18:10:35 +21s·⚡ 决策 10-22 18:13:54 +3m19s·5.2 天前
Gentherm 2026Q3:营收4.051亿美元微超预期但调整后EPS仅0.33美元、EBITDA利润率降至11.1%,全年指引上调全靠Modine并表,盘前跌约8.6%
本8-K及其Exhibit 99.1与10:04 UTC已处理的公司首发新闻稿为同一Q3财报事件,数字、指引与回购信息完全一致,无新增事实;当时已判多空无干净edge(盈利与利润率同比大幅走弱 vs 指引名义上调、6000万回购落地与3.4亿授权托底),现在盘前进一步跌至约26美元(-8.6%)、逼近52周低点25.34,追空易被回购和电话会反打,做多面对核心利润率坍塌,结论不变。
📄 原文Gentherm Inc↗ 原文
----- thrm-20261022.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT…
不做 Gentherm Incorporated(THRM.US)
重复消息:本8-K与10:04 UTC已研判的Q3首发新闻稿为同一事件且无新增事实;盈利大幅miss/利润率坍塌(利空)与并表式指引上调、6000万回购+3.4亿授权托底(利多)互相抵消,盘前已跌至-8.6%且量极薄,追空易被回购/电话会反打、做多面对核心利润率走弱,风险回报不足,不做
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
SEC 8-K只是同日盘前已研判Q3财报的法定备案,无新增事实;EPS大幅miss与利润率坍塌被并表驱动的指引上调和6000万美元回购对冲,盘前已跌8.6%,多空均无正期望,不做。
🔎 新鲜度:最早出现 2026-10-22 · 扩散 high · price-in 风险 high ↗
关键理由
- 利空侧:调整后EPS 0.33美元远低于一致预期约0.64美元,EBITDA利润率同比降1.6个百分点,GAAP转亏,经营现金流同比腰斩
- 利多/托底侧:营收微超预期,全年EBITDA指引名义上调至2.1-2.3亿,已回购6000万且余3.4亿授权,CFO明言股价未反映价值,0.4x净杠杆
主要风险
- 8:00电话会若给出剔除Modine后的内生指引上修或协同细节,空头可能被反打;反之若确认利润率趋势性下行则利空未尽
- 盘前成交极薄(仅约2800股),开盘价可能与盘前指示显著偏离,盘前-8.6%不宜作为追空依据
反向证据
- 做空前查反向 · 来源 filing · 日期 2026-10-22 · 影响 weakens
全年收入/EBITDA/FCF指引三线上调(增量来自Modine并表),10月已回购6000万且授权余3.4亿,CFO称当前股价未反映公司价值并承诺继续回购,盘前-8.6%已逼近52周低点25.34,追空风险回报差
检索:Gentherm guidance raised buyback undervalued Modine synergy 原文 ↗ - 做多前查反向 · 来源 filing · 日期 2026-10-22 · 影响 weakens
毛利率23.3%同比降1.3个百分点、调整后EBITDA利润率11.1%同比降1.6个百分点、调整后EPS 0.33远低于预期,指引上调全部来自并购并表而非内生改善
检索:Gentherm Q3 margin contraction EPS miss 原文 ↗
先例如何影响了这次决策
对本次决策的影响:本条为同源重复事件早停,未再构建先例面板;前次研判亦未依赖先例定幅,结论(无干净edge、不做)不受影响
工具执行结果 · 成功 2 · 降级 0 · 失败 0 · 取消 0
- search_processed_events 成功 stock_tools HTTP · 8,502 ms
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原文全文
展开原文 · 34,776 字
----- thrm-20261022.htm -----
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):
October 22, 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 October 22, 2026, Gentherm Incorporated (the “Company”) publicly announced its financial results for the third quarter of 2026 and updated full year 2026 guidance. 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 October 22, 2026 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the third quarter of 2026 results and provide an update on its full year 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1
Company news release dated October 22, 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: October 22, 2026
----- thrm-ex99_1.htm -----
EX-99.1
2
thrm-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Gentherm Reports 2026 Third Quarter Results
Delivered Revenue of $405 Million, up 4.4% (ex-FX) Year-over-Year
2026 Full Year Guidance Updated to Include Modine Performance Technologies
Repurchased $60 Million of Common Stock in October
NOVI, Michigan, October 22, 2026 -- Gentherm (NASDAQ:THRM), a global leader of innovative thermal and precision flow management technologies, today announced its financial results for the third quarter ended September 30, 2026.
“Our third quarter results were in line with expectations as we made continued progress on growth and operational excellence initiatives, while completing the Modine Performance Technologies combination on October 1,” said Bill Presley, the Company's President and CEO. “With the completion of the transaction, we are fundamentally a different company. We are entering an exciting new phase for Gentherm with industry leading platforms and I am increasingly confident in the significant value creation opportunities ahead.”
Third Quarter Highlights
•
Secured Automotive New Business Awards totaling $555 million in the quarter.
•
Expanded portfolio of differentiated technologies with launch of ThermAffyx™ Patient Safety System and Puls.A™.
•
Product revenues of $405.1 million increased 4.7% from $386.9 million in the prior year. Excluding the impact of foreign currency translation, product revenues increased 4.4%.
•
Automotive Climate and Comfort Solutions revenue increased 8.8% year over year, or 8.5% excluding the impact of foreign currency translation, outperforming S&P Global’s mid-October light vehicle production report in our relevant markets by 12 percentage points.
•
Gross margin was 23.3%, compared to 24.6% in the prior year. The decrease was primarily driven by foreign exchange, higher net material costs and inflation, partially offset by strong operating leverage.
•
Net (loss) income was $(2.6) million, compared to $14.9 million in the prior year.
•
Adjusted EBITDA was $45.0 million, or 11.1% of revenue, compared to $49.0 million, or 12.7% of revenue, in the prior year.
•
GAAP diluted (loss) earnings per share was $(0.08), compared to $0.49 in the prior year.
•
Adjusted diluted earnings per share was $0.33,compared to $0.73 in the prior year.
•
Cash flow from operations was $36.0 million, compared to $87.8 million in the prior year.
•
Adjusted free cash flow was $59.5 million, compared to $72.3 million in the prior year.
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.
Guidance
The Company updated its full year 2026 guidance to reflect the expected contribution from Modine Performance Technologies in the fourth quarter¹.
As of July 2026
As of October 2026
Product Revenues
$1.55B – $1.65B
$1.825B – $1.925B
Adjusted EBITDA
$185M – $200M
$210M – $230M
Adjusted Free Cash Flow
$85M – $100M
$100M – $120M
¹2026 guidance based on tariffs currently in effect as of today, our current forecast of customer demand 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 $1.15/Euro.
Capital Allocation Update
•
On July 1, acquired Innovative Medical Equipment, LLC, provider of the ThermaZone® thermal therapy device, expanding thermal management product portfolio and providing strong cross-selling opportunities by leveraging complementary customer bases across additional healthcare channels.
•
On October 1, completed combination with Modine’s Performance Technologies business.
•
On October 7, returned $63.5 million to shareholders through a special cash dividend of $2.07 per share as part of the Modine transaction.
•
In July, the Board of Directors authorized a new stock repurchase program of up to $400 million of the Company’s issued and outstanding common stock. Following the closing of the transaction with Modine in October, the Company repurchased $60 million of common stock. As of today, the program has approximately $340 million of stock repurchase authorization remaining.
•
Third quarter ended with net leverage of ~0.4x and liquidity of $494.2 million.
“As expected, following the combination with Modine Performance Technologies, we remain in a strong financial position and continue to have confidence in the ability to generate significant cash moving forward,” said Jon Douyard, the Company’s Chief Financial Officer. “We believe the current share price does not reflect the value of the Company. We previously communicated our intention to repurchase shares following the Modine transaction. Since closing, we have repurchased $60 million and we remain committed to returning capital to shareholders, particularly in times of value dislocation.”
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 13763267.
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 November 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 13763267.
Investor Contact
Gregory Blanchette
investors@gentherm.com
248.308.1702
Media Contact
Haley Baur
media@gentherm.com
248.289.9711
About Gentherm
Gentherm (NASDAQ: THRM) is a global leader of innovative thermal and precision flow management technologies. The Company brings together industry leading products from Gentherm’s climate, comfort and valves businesses serving the light vehicle, medical, and home and office markets, with Modine’s highly engineered, mission-critical thermal solutions serving commercial vehicle, off-highway equipment, light vehicle and power generation markets. Gentherm has more than 18,000 employees in facilities across 17 countries. For more information, go to
www.gentherm.com
.
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;
-
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 combination with Modine Performance Technologies (the “Transaction”) could cause actual results to differ materially from those currently anticipated, including:
-
uncertainty of the expected financial performance of the combined company following completion of the Transaction;
-
failure to realize the anticipated benefits of the Transaction;
-
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;
-
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; and
-
actions by third parties, including government agencies.
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 net income; 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 net income 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 Adjusted EPS as Adjusted net income divided by the Company’s weighted average shares outstanding. The Company defines Quarter-to-date Operating Cash Flow as Net cash provided by/(used in) operating activities for the current period, less that of the immediately preceding period. The Company defines Free Cash Flow as Net cash provided by/(used in) operating activities plus Proceeds from the sale of property and equipment 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/(used in) 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 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 for this reporting period 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/(loss), revenue or other consolidated income/(loss) 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 (LOSS) INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Product revenues
$
405,102
$
386,870
$
1,214,974
$
1,115,814
Cost of sales
310,798
291,722
927,016
844,439
Gross margin
94,304
95,148
287,958
271,375
Operating expenses:
Net research and development expenses
23,465
24,429
71,480
71,203
Selling, general and administrative expenses
51,638
42,875
162,648
122,440
Restructuring expenses, net
4,838
3,986
17,493
10,608
Loss on sale of land and building, net
—
—
—
2,196
Total operating expenses
79,941
71,290
251,621
206,447
Operating income
14,363
23,858
36,337
64,928
Interest expense, net
(3,832
)
(3,313
)
(9,755
)
(10,911
)
Foreign currency gain (loss)
193
339
(1,104
)
(27,391
)
Other income (loss)
116
—
300
(1,124
)
Earnings before income tax
10,840
20,884
25,778
25,502
Income tax expense
13,430
5,935
19,730
10,204
Net (loss) income
$
(2,590
)
$
14,949
$
6,048
$
15,298
Basic (loss) earnings per share
$
(0.08
)
$
0.49
$
0.20
$
0.50
Diluted (loss) earnings per share
$
(0.08
)
$
0.49
$
0.19
$
0.50
Weighted average number of shares – basic
30,672
30,480
30,613
30,619
Weighted average number of shares – diluted
30,672
30,748
31,078
30,802
GENTHERM INCORPORATED
REVENUE BY PRODUCT CATEGORY AND RECONCILIATION OF FOREIGN CURRENCY TRANSLATION IMPACT
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
% Change
2026
2025
% Change
Climate Control Seats
$
215,603
$
201,275
7.1
%
$
639,656
$
592,448
8.0
%
Lumbar and Massage Comfort Solutions
70,923
55,799
27.1
%
205,772
153,642
33.9
%
Climate Control Interiors
51,939
52,638
(1.3
)%
155,241
147,564
5.2
%
Climate and Comfort Electronics
7,925
8,599
(7.8
)%
25,831
22,220
16.3
%
Automotive Climate and Comfort Solutions
346,390
318,311
8.8
%
1,026,500
915,874
12.1
%
Valve Systems
21,596
24,487
(11.8
)%
73,271
72,803
0.6
%
Other Automotive
22,611
31,413
(28.0
)%
77,807
91,260
(14.7
)%
Subtotal Automotive segment
390,597
374,211
4.4
%
1,177,578
1,079,937
9.0
%
Medical segment
14,505
12,659
14.6
%
37,396
35,877
4.2
%
Total Company
$
405,102
$
386,870
4.7
%
$
1,214,974
$
1,115,814
8.9
%
Foreign currency
translation impact
(a)
1,025
—
20,617
—
Total Company, excluding foreign
currency translation impact
$
404,077
$
386,870
4.4
%
$
1,194,357
$
1,115,814
7.0
%
(a) Foreign currency translation impacts for the Automotive segment and Medical segment were $967 and $58 respectively, for the three months ended September 30, 2026. Foreign currency translation impacts for Automotive Climate and Comfort Solutions was $1,102 for the three months ended September 30, 2026. Foreign currency translation impacts for the Automotive segment and Medical segment were $20,107 and $510 respectively, for the nine months ended September 30, 2026. Foreign currency translation impacts for Automotive Climate and Comfort Solutions was $16,320 for the nine months ended September 30, 2026.
GENTHERM INCORPORATED
RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA
AND ADJUSTED EBITDA MARGIN
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net (loss) income
$
(2,590
)
$
14,949
$
6,048
$
15,298
Add back:
Depreciation and amortization
14,704
13,274
43,087
39,120
Income tax expense
13,430
5,935
19,730
10,204
Interest expense, net
3,832
3,313
9,755
10,911
Adjustments:
Non-cash stock based compensation
2,925
3,980
10,371
10,569
Restructuring expenses, net
4,838
3,986
17,493
10,608
Unrealized currency loss
681
1,865
855
30,349
Merger and acquisition expenses
6,528
—
34,187
—
Leadership transition expenses
328
777
1,738
2,935
Loss on sale of land and building, net
—
—
—
2,196
Other
(a)
328
928
(130
)
2,055
Adjusted EBITDA
$
45,004
$
49,007
$
143,134
$
134,245
Product revenues
$
405,102
$
386,870
$
1,214,974
$
1,115,814
Net (loss) income margin
(0.6
)%
3.9
%
0.5
%
1.4
%
Adjusted EBITDA margin
11.1
%
12.7
%
11.8
%
12.0
%
(a) Includes a $1,294 decrease in fair value of an equity investment for the nine months ended September 30, 2025.
GENTHERM INCORPORATED
RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED NET INCOME
AND ADJUSTED EARNINGS PER SHARE
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net (loss) income
$
(2,590
)
$
14,949
$
6,048
$
15,298
Amortization of acquisition related intangibles
2,427
1,676
5,802
4,873
Restructuring expenses, net
4,838
3,986
17,493
10,608
Unrealized currency loss
681
1,865
855
30,349
Merger and acquisition expenses
6,528
—
34,187
—
Leadership transition expenses
328
777
1,738
2,935
Loss on sale of land and building, net
—
—
—
2,196
Other
(116
)
928
(574
)
2,055
Tax effect of above
(2,089
)
(1,582
)
(6,550
)
(13,422
)
Adjusted net income
$
10,007
$
22,599
$
58,999
$
54,892
Weighted average shares outstanding:
Basic
30,672
30,480
30,613
30,619
Diluted
30,672
30,748
31,078
30,802
(Loss) Earnings per share, as reported:
Basic
$
(0.08
)
$
0.49
$
0.20
$
0.50
Diluted
$
(0.08
)
$
0.49
$
0.19
$
0.50
Adjusted earnings per share:
Basic
$
0.33
$
0.74
$
1.93
$
1.79
Diluted
$
0.33
$
0.73
$
1.90
$
1.78
GENTHERM INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)
September 30, 2026
December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents
$
252,098
$
160,833
Accounts receivable, net
326,217
281,083
Inventory:
Raw materials
127,403
128,314
Work in process
44,437
35,429
Finished goods
91,647
88,959
Inventory, net
263,487
252,702
Other current assets
85,678
82,332
Total current assets
927,480
776,950
Property and equipment, net
263,561
270,614
Goodwill
122,258
108,918
Other intangible assets, net
63,858
52,796
Operating lease right-of-use assets
48,674
56,524
Deferred income tax assets
93,853
93,552
Other non-current assets
42,615
37,075
Total assets
$
1,562,299
$
1,396,429
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$
298,183
$
260,487
Current lease liabilities
7,846
9,646
Current maturities of long-term debt
912
73
Other current liabilities
144,999
134,104
Total current liabilities
451,940
404,310
Long-term debt, less current maturities
319,531
189,000
Non-current lease liabilities
42,469
48,105
Pension benefit obligation
3,281
3,748
Other non-current liabilities
23,760
30,943
Total liabilities
$
840,981
$
676,106
Shareholders’ Equity:
Common Stock:
No par value; 110,000,000 shares authorized 30,710,902 and 30,526,231 issued and outstanding at September 30, 2026 and December 31, 2025, respectively
13,442
5,611
Paid-in capital
1,590
1,590
Accumulated other comprehensive loss
(13,848
)
(964
)
Accumulated earnings
720,134
714,086
Total shareholders’ equity
721,318
720,323
Total liabilities and shareholders’ equity
$
1,562,299
$
1,396,429
GENTHERM INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended September 30,
2026
2025
Operating Activities:
Net income
$
6,048
$
15,298
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
44,201
39,478
Deferred income taxes
(9,548
)
(12,836
)
Stock based compensation
10,371
10,573
Loss on disposition of property and equipment
121
2,671
Provisions for inventory
4,086
5,234
Other non-cash items, including unrealized foreign currency (gain) loss
(1,018
)
30,957
Changes in assets and liabilities:
Accounts receivable, net
(43,474
)
(20,543
)
Inventory
(22,133
)
(20,136
)
Other assets
(1,403
)
(22,325
)
Accounts payable
43,305
33,514
Other liabilities
5,451
25,935
Net cash provided by operating activities
36,007
87,820
Investing Activities:
Purchases of property and equipment
(22,558
)
(33,378
)
Proceeds from the sale of property and equipment
83
3,770
Acquisition of business, net of cash acquired
(34,152
)
—
Cost of technology investments
(121
)
(915
)
Proceeds from deferred purchase price of factored receivables
—
744
Net cash used in investing activities
(56,748
)
(29,779
)
Financing Activities:
—
—
Borrowings on debt
204,000
72,000
Repayments of debt
(85,887
)
(103,112
)
Cash paid for financing new loans
(2,761
)
—
Taxes withheld and paid on employees' stock based compensation
(2,540
)
(1,306
)
Cash paid for the repurchase of Common Stock
—
(10,015
)
Net cash provided by (used in) financing activities
112,812
(42,433
)
Foreign currency effect
(806
)
4,508
Net increase in cash and cash equivalents
91,265
20,116
Cash and cash equivalents at beginning of period
160,833
134,134
Cash and cash equivalents at end of period
$
252,098
$
154,250
GENTHERM INCORPORATED
OTHER NON-GAAP RECONCILIATIONS
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Total operating expenses
$
79,941
$
71,290
$
251,621
$
206,447
Restructuring expense, net
(4,838
)
(3,986
)
(17,493
)
(10,608
)
Non-cash stock based compensation
(2,889
)
(3,979
)
(9,843
)
(10,211
)
Merger and acquisition expenses
(6,528
)
—
(34,187
)
—
Leadership transition expenses
(328
)
(777
)
(1,738
)
(2,935
)
Loss on sale of land and building, net
—
—
—
(2,196
)
Other
—
(927
)
—
(927
)
Adjusted operating expenses
$
65,358
$
61,621
$
188,360
$
179,570
September 30, 2026
September 30, 2025
Cash and cash equivalents
$
252,098
$
154,250
Revolving line of credit availability
242,141
307,938
Total liquidity
$
494,239
$
462,188
September 30, 2026
September 30, 2025
Current maturities of long-term debt
$
912
$
109
Long-term debt, less current maturities
319,531
189,000
Total Debt
320,443
189,109
Cash and cash equivalents
252,098
154,250
Net Debt
$
68,345
$
34,859
Adjusted EBITDA for the trailing four fiscal quarters
$
181,034
$
175,620
Net Leverage
0.4
0.2
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net cash provided by operating activities
$
33,735
$
56,119
$
36,007
$
87,820
Purchases of property and equipment
(8,355
)
(9,650
)
(22,558
)
(33,378
)
Proceeds from the sale of property and equipment
13
25
83
3,770
Free Cash Flow
25,393
46,494
13,532
58,212
Cash effect of adjustments:
Restructuring expenses, net
5,352
2,308
11,970
6,648
Merger and acquisition expenses
11,915
15
32,967
15
Leadership transition expenses
989
650
1,015
6,711
Other
—
2,103
—
704
Adjusted Free Cash Flow
$
43,649
$
51,570
$
59,484
$
72,290
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):
October 22, 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 October 22, 2026, Gentherm Incorporated (the “Company”) publicly announced its financial results for the third quarter of 2026 and updated full year 2026 guidance. 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 October 22, 2026 at 8:00 a.m. Eastern Time, the Company will host a conference call to discuss the third quarter of 2026 results and provide an update on its full year 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1
Company news release dated October 22, 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: October 22, 2026
----- thrm-ex99_1.htm -----
EX-99.1
2
thrm-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Gentherm Reports 2026 Third Quarter Results
Delivered Revenue of $405 Million, up 4.4% (ex-FX) Year-over-Year
2026 Full Year Guidance Updated to Include Modine Performance Technologies
Repurchased $60 Million of Common Stock in October
NOVI, Michigan, October 22, 2026 -- Gentherm (NASDAQ:THRM), a global leader of innovative thermal and precision flow management technologies, today announced its financial results for the third quarter ended September 30, 2026.
“Our third quarter results were in line with expectations as we made continued progress on growth and operational excellence initiatives, while completing the Modine Performance Technologies combination on October 1,” said Bill Presley, the Company's President and CEO. “With the completion of the transaction, we are fundamentally a different company. We are entering an exciting new phase for Gentherm with industry leading platforms and I am increasingly confident in the significant value creation opportunities ahead.”
Third Quarter Highlights
•
Secured Automotive New Business Awards totaling $555 million in the quarter.
•
Expanded portfolio of differentiated technologies with launch of ThermAffyx™ Patient Safety System and Puls.A™.
•
Product revenues of $405.1 million increased 4.7% from $386.9 million in the prior year. Excluding the impact of foreign currency translation, product revenues increased 4.4%.
•
Automotive Climate and Comfort Solutions revenue increased 8.8% year over year, or 8.5% excluding the impact of foreign currency translation, outperforming S&P Global’s mid-October light vehicle production report in our relevant markets by 12 percentage points.
•
Gross margin was 23.3%, compared to 24.6% in the prior year. The decrease was primarily driven by foreign exchange, higher net material costs and inflation, partially offset by strong operating leverage.
•
Net (loss) income was $(2.6) million, compared to $14.9 million in the prior year.
•
Adjusted EBITDA was $45.0 million, or 11.1% of revenue, compared to $49.0 million, or 12.7% of revenue, in the prior year.
•
GAAP diluted (loss) earnings per share was $(0.08), compared to $0.49 in the prior year.
•
Adjusted diluted earnings per share was $0.33,compared to $0.73 in the prior year.
•
Cash flow from operations was $36.0 million, compared to $87.8 million in the prior year.
•
Adjusted free cash flow was $59.5 million, compared to $72.3 million in the prior year.
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.
Guidance
The Company updated its full year 2026 guidance to reflect the expected contribution from Modine Performance Technologies in the fourth quarter¹.
As of July 2026
As of October 2026
Product Revenues
$1.55B – $1.65B
$1.825B – $1.925B
Adjusted EBITDA
$185M – $200M
$210M – $230M
Adjusted Free Cash Flow
$85M – $100M
$100M – $120M
¹2026 guidance based on tariffs currently in effect as of today, our current forecast of customer demand 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 $1.15/Euro.
Capital Allocation Update
•
On July 1, acquired Innovative Medical Equipment, LLC, provider of the ThermaZone® thermal therapy device, expanding thermal management product portfolio and providing strong cross-selling opportunities by leveraging complementary customer bases across additional healthcare channels.
•
On October 1, completed combination with Modine’s Performance Technologies business.
•
On October 7, returned $63.5 million to shareholders through a special cash dividend of $2.07 per share as part of the Modine transaction.
•
In July, the Board of Directors authorized a new stock repurchase program of up to $400 million of the Company’s issued and outstanding common stock. Following the closing of the transaction with Modine in October, the Company repurchased $60 million of common stock. As of today, the program has approximately $340 million of stock repurchase authorization remaining.
•
Third quarter ended with net leverage of ~0.4x and liquidity of $494.2 million.
“As expected, following the combination with Modine Performance Technologies, we remain in a strong financial position and continue to have confidence in the ability to generate significant cash moving forward,” said Jon Douyard, the Company’s Chief Financial Officer. “We believe the current share price does not reflect the value of the Company. We previously communicated our intention to repurchase shares following the Modine transaction. Since closing, we have repurchased $60 million and we remain committed to returning capital to shareholders, particularly in times of value dislocation.”
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 13763267.
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 November 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 13763267.
Investor Contact
Gregory Blanchette
investors@gentherm.com
248.308.1702
Media Contact
Haley Baur
media@gentherm.com
248.289.9711
About Gentherm
Gentherm (NASDAQ: THRM) is a global leader of innovative thermal and precision flow management technologies. The Company brings together industry leading products from Gentherm’s climate, comfort and valves businesses serving the light vehicle, medical, and home and office markets, with Modine’s highly engineered, mission-critical thermal solutions serving commercial vehicle, off-highway equipment, light vehicle and power generation markets. Gentherm has more than 18,000 employees in facilities across 17 countries. For more information, go to
www.gentherm.com
.
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;
-
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 combination with Modine Performance Technologies (the “Transaction”) could cause actual results to differ materially from those currently anticipated, including:
-
uncertainty of the expected financial performance of the combined company following completion of the Transaction;
-
failure to realize the anticipated benefits of the Transaction;
-
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;
-
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; and
-
actions by third parties, including government agencies.
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 net income; 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 net income 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 Adjusted EPS as Adjusted net income divided by the Company’s weighted average shares outstanding. The Company defines Quarter-to-date Operating Cash Flow as Net cash provided by/(used in) operating activities for the current period, less that of the immediately preceding period. The Company defines Free Cash Flow as Net cash provided by/(used in) operating activities plus Proceeds from the sale of property and equipment 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/(used in) 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 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 for this reporting period 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/(loss), revenue or other consolidated income/(loss) 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 (LOSS) INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Product revenues
$
405,102
$
386,870
$
1,214,974
$
1,115,814
Cost of sales
310,798
291,722
927,016
844,439
Gross margin
94,304
95,148
287,958
271,375
Operating expenses:
Net research and development expenses
23,465
24,429
71,480
71,203
Selling, general and administrative expenses
51,638
42,875
162,648
122,440
Restructuring expenses, net
4,838
3,986
17,493
10,608
Loss on sale of land and building, net
—
—
—
2,196
Total operating expenses
79,941
71,290
251,621
206,447
Operating income
14,363
23,858
36,337
64,928
Interest expense, net
(3,832
)
(3,313
)
(9,755
)
(10,911
)
Foreign currency gain (loss)
193
339
(1,104
)
(27,391
)
Other income (loss)
116
—
300
(1,124
)
Earnings before income tax
10,840
20,884
25,778
25,502
Income tax expense
13,430
5,935
19,730
10,204
Net (loss) income
$
(2,590
)
$
14,949
$
6,048
$
15,298
Basic (loss) earnings per share
$
(0.08
)
$
0.49
$
0.20
$
0.50
Diluted (loss) earnings per share
$
(0.08
)
$
0.49
$
0.19
$
0.50
Weighted average number of shares – basic
30,672
30,480
30,613
30,619
Weighted average number of shares – diluted
30,672
30,748
31,078
30,802
GENTHERM INCORPORATED
REVENUE BY PRODUCT CATEGORY AND RECONCILIATION OF FOREIGN CURRENCY TRANSLATION IMPACT
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
% Change
2026
2025
% Change
Climate Control Seats
$
215,603
$
201,275
7.1
%
$
639,656
$
592,448
8.0
%
Lumbar and Massage Comfort Solutions
70,923
55,799
27.1
%
205,772
153,642
33.9
%
Climate Control Interiors
51,939
52,638
(1.3
)%
155,241
147,564
5.2
%
Climate and Comfort Electronics
7,925
8,599
(7.8
)%
25,831
22,220
16.3
%
Automotive Climate and Comfort Solutions
346,390
318,311
8.8
%
1,026,500
915,874
12.1
%
Valve Systems
21,596
24,487
(11.8
)%
73,271
72,803
0.6
%
Other Automotive
22,611
31,413
(28.0
)%
77,807
91,260
(14.7
)%
Subtotal Automotive segment
390,597
374,211
4.4
%
1,177,578
1,079,937
9.0
%
Medical segment
14,505
12,659
14.6
%
37,396
35,877
4.2
%
Total Company
$
405,102
$
386,870
4.7
%
$
1,214,974
$
1,115,814
8.9
%
Foreign currency
translation impact
(a)
1,025
—
20,617
—
Total Company, excluding foreign
currency translation impact
$
404,077
$
386,870
4.4
%
$
1,194,357
$
1,115,814
7.0
%
(a) Foreign currency translation impacts for the Automotive segment and Medical segment were $967 and $58 respectively, for the three months ended September 30, 2026. Foreign currency translation impacts for Automotive Climate and Comfort Solutions was $1,102 for the three months ended September 30, 2026. Foreign currency translation impacts for the Automotive segment and Medical segment were $20,107 and $510 respectively, for the nine months ended September 30, 2026. Foreign currency translation impacts for Automotive Climate and Comfort Solutions was $16,320 for the nine months ended September 30, 2026.
GENTHERM INCORPORATED
RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED EBITDA
AND ADJUSTED EBITDA MARGIN
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net (loss) income
$
(2,590
)
$
14,949
$
6,048
$
15,298
Add back:
Depreciation and amortization
14,704
13,274
43,087
39,120
Income tax expense
13,430
5,935
19,730
10,204
Interest expense, net
3,832
3,313
9,755
10,911
Adjustments:
Non-cash stock based compensation
2,925
3,980
10,371
10,569
Restructuring expenses, net
4,838
3,986
17,493
10,608
Unrealized currency loss
681
1,865
855
30,349
Merger and acquisition expenses
6,528
—
34,187
—
Leadership transition expenses
328
777
1,738
2,935
Loss on sale of land and building, net
—
—
—
2,196
Other
(a)
328
928
(130
)
2,055
Adjusted EBITDA
$
45,004
$
49,007
$
143,134
$
134,245
Product revenues
$
405,102
$
386,870
$
1,214,974
$
1,115,814
Net (loss) income margin
(0.6
)%
3.9
%
0.5
%
1.4
%
Adjusted EBITDA margin
11.1
%
12.7
%
11.8
%
12.0
%
(a) Includes a $1,294 decrease in fair value of an equity investment for the nine months ended September 30, 2025.
GENTHERM INCORPORATED
RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED NET INCOME
AND ADJUSTED EARNINGS PER SHARE
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net (loss) income
$
(2,590
)
$
14,949
$
6,048
$
15,298
Amortization of acquisition related intangibles
2,427
1,676
5,802
4,873
Restructuring expenses, net
4,838
3,986
17,493
10,608
Unrealized currency loss
681
1,865
855
30,349
Merger and acquisition expenses
6,528
—
34,187
—
Leadership transition expenses
328
777
1,738
2,935
Loss on sale of land and building, net
—
—
—
2,196
Other
(116
)
928
(574
)
2,055
Tax effect of above
(2,089
)
(1,582
)
(6,550
)
(13,422
)
Adjusted net income
$
10,007
$
22,599
$
58,999
$
54,892
Weighted average shares outstanding:
Basic
30,672
30,480
30,613
30,619
Diluted
30,672
30,748
31,078
30,802
(Loss) Earnings per share, as reported:
Basic
$
(0.08
)
$
0.49
$
0.20
$
0.50
Diluted
$
(0.08
)
$
0.49
$
0.19
$
0.50
Adjusted earnings per share:
Basic
$
0.33
$
0.74
$
1.93
$
1.79
Diluted
$
0.33
$
0.73
$
1.90
$
1.78
GENTHERM INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)
September 30, 2026
December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents
$
252,098
$
160,833
Accounts receivable, net
326,217
281,083
Inventory:
Raw materials
127,403
128,314
Work in process
44,437
35,429
Finished goods
91,647
88,959
Inventory, net
263,487
252,702
Other current assets
85,678
82,332
Total current assets
927,480
776,950
Property and equipment, net
263,561
270,614
Goodwill
122,258
108,918
Other intangible assets, net
63,858
52,796
Operating lease right-of-use assets
48,674
56,524
Deferred income tax assets
93,853
93,552
Other non-current assets
42,615
37,075
Total assets
$
1,562,299
$
1,396,429
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$
298,183
$
260,487
Current lease liabilities
7,846
9,646
Current maturities of long-term debt
912
73
Other current liabilities
144,999
134,104
Total current liabilities
451,940
404,310
Long-term debt, less current maturities
319,531
189,000
Non-current lease liabilities
42,469
48,105
Pension benefit obligation
3,281
3,748
Other non-current liabilities
23,760
30,943
Total liabilities
$
840,981
$
676,106
Shareholders’ Equity:
Common Stock:
No par value; 110,000,000 shares authorized 30,710,902 and 30,526,231 issued and outstanding at September 30, 2026 and December 31, 2025, respectively
13,442
5,611
Paid-in capital
1,590
1,590
Accumulated other comprehensive loss
(13,848
)
(964
)
Accumulated earnings
720,134
714,086
Total shareholders’ equity
721,318
720,323
Total liabilities and shareholders’ equity
$
1,562,299
$
1,396,429
GENTHERM INCORPORATED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended September 30,
2026
2025
Operating Activities:
Net income
$
6,048
$
15,298
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
44,201
39,478
Deferred income taxes
(9,548
)
(12,836
)
Stock based compensation
10,371
10,573
Loss on disposition of property and equipment
121
2,671
Provisions for inventory
4,086
5,234
Other non-cash items, including unrealized foreign currency (gain) loss
(1,018
)
30,957
Changes in assets and liabilities:
Accounts receivable, net
(43,474
)
(20,543
)
Inventory
(22,133
)
(20,136
)
Other assets
(1,403
)
(22,325
)
Accounts payable
43,305
33,514
Other liabilities
5,451
25,935
Net cash provided by operating activities
36,007
87,820
Investing Activities:
Purchases of property and equipment
(22,558
)
(33,378
)
Proceeds from the sale of property and equipment
83
3,770
Acquisition of business, net of cash acquired
(34,152
)
—
Cost of technology investments
(121
)
(915
)
Proceeds from deferred purchase price of factored receivables
—
744
Net cash used in investing activities
(56,748
)
(29,779
)
Financing Activities:
—
—
Borrowings on debt
204,000
72,000
Repayments of debt
(85,887
)
(103,112
)
Cash paid for financing new loans
(2,761
)
—
Taxes withheld and paid on employees' stock based compensation
(2,540
)
(1,306
)
Cash paid for the repurchase of Common Stock
—
(10,015
)
Net cash provided by (used in) financing activities
112,812
(42,433
)
Foreign currency effect
(806
)
4,508
Net increase in cash and cash equivalents
91,265
20,116
Cash and cash equivalents at beginning of period
160,833
134,134
Cash and cash equivalents at end of period
$
252,098
$
154,250
GENTHERM INCORPORATED
OTHER NON-GAAP RECONCILIATIONS
(Dollars in thousands)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Total operating expenses
$
79,941
$
71,290
$
251,621
$
206,447
Restructuring expense, net
(4,838
)
(3,986
)
(17,493
)
(10,608
)
Non-cash stock based compensation
(2,889
)
(3,979
)
(9,843
)
(10,211
)
Merger and acquisition expenses
(6,528
)
—
(34,187
)
—
Leadership transition expenses
(328
)
(777
)
(1,738
)
(2,935
)
Loss on sale of land and building, net
—
—
—
(2,196
)
Other
—
(927
)
—
(927
)
Adjusted operating expenses
$
65,358
$
61,621
$
188,360
$
179,570
September 30, 2026
September 30, 2025
Cash and cash equivalents
$
252,098
$
154,250
Revolving line of credit availability
242,141
307,938
Total liquidity
$
494,239
$
462,188
September 30, 2026
September 30, 2025
Current maturities of long-term debt
$
912
$
109
Long-term debt, less current maturities
319,531
189,000
Total Debt
320,443
189,109
Cash and cash equivalents
252,098
154,250
Net Debt
$
68,345
$
34,859
Adjusted EBITDA for the trailing four fiscal quarters
$
181,034
$
175,620
Net Leverage
0.4
0.2
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Net cash provided by operating activities
$
33,735
$
56,119
$
36,007
$
87,820
Purchases of property and equipment
(8,355
)
(9,650
)
(22,558
)
(33,378
)
Proceeds from the sale of property and equipment
13
25
83
3,770
Free Cash Flow
25,393
46,494
13,532
58,212
Cash effect of adjustments:
Restructuring expenses, net
5,352
2,308
11,970
6,648
Merger and acquisition expenses
11,915
15
32,967
15
Leadership transition expenses
989
650
1,015
6,711
Other
—
2,103
—
704
Adjusted Free Cash Flow
$
43,649
$
51,570
$
59,484
$
72,290
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