Gentherm Incorporated (THRM) SEC Filings & Earnings Calls

Tariff and trade policy uncertainty

“At this time we cannot reasonably estimate the total financial impact of this ruling. Further, it is reasonably possible that new or additional tariffs will be periodically announced in the future given the current global trade environment.”

Geopolitical conflicts disrupting supply chain

“These conflicts have interrupted ocean freight shipping and could have a substantial adverse effect on our financial results.” · word for word

Inflationary cost pressures

“Rising costs of materials, labor, equipment and other inputs used to manufacture and sell our products, including freight and logistics costs, have adversely impacted, and may in the future adversely impact, operating costs and operating results.” · word for word

Gross margin compression from FX, material cost inflation, and tariffs.

“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.” · word for word

Integration risk from Modine Performance Technologies acquisition.

“With the completion of the transaction, we are fundamentally a different company.” · word for word

Integration risk from acquisition; potential restructuring costs and operational disruption.

“Restructuring expenses of $1.7M in Q1 FY2027; acquired business revenue declined 2.7% YoY.”

Increased leverage from acquisition financing; short-term debt of $8.1M and related party notes payable.

“Short-term debt $8.1M at June 30, 2026 vs $0 at March 31, 2026.”

Transaction completion risk from remaining customary closing conditions.

“Subject to satisfaction or waiver of remaining customary closing conditions.” · word for word

Tariff and trade policy uncertainty

“At this time we cannot reasonably estimate the total financial impact of this ruling. Further, it is reasonably possible that new or additional tariffs will be periodically announced in the future given the current global trade environment.” · word for word

Geopolitical conflict disruption

“These conflicts have interrupted ocean freight shipping and if prolonged or intensified, could have a substantial adverse effect on our financial results.” · word for word

Inflationary cost pressure

“Rising costs of materials, labor, equipment and other inputs used to manufacture and sell our products, including freight and logistics costs, have adversely impacted, and may in the future adversely impact, operating costs and operating results.” · word for word

Modine Transaction integration risk

“The transaction is expected to close by early fourth quarter of 2026, subject to various closing conditions, including specified approvals by the Company’s shareholders, a customary IRS tax ruling and the satisfaction of other customary closing conditions.” · word for word

Increased financial obligations and covenant restrictions.

“The Credit Agreement contains customary affirmative and negative covenants... requires maintenance of minimum interest coverage and maximum leverage ratios.”

Dilution risk from expanded equity plan.

“Shareholders approved an increase of 1.7M shares to the 2023 Equity Incentive Plan.”

Tariff Uncertainty

“There has been significant uncertainty resulting from the implementation, termination and/or conditional pause of these additional tariffs.” · word for word

Geopolitical Conflicts

“These conflicts have interrupted ocean freight shipping and if prolonged or intensified, could have a substantial adverse effect on our financial results.” · word for word

Inflationary Cost Pressure

“Rising costs of materials, labor, equipment and other inputs used to manufacture and sell our products, including freight and logistics costs, have adversely impacted, and may in the future adversely impact, operating costs and operating results.” · word for word

Modine Transaction Execution Risk

“The transaction is expected to close in the fourth quarter of 2026, subject to various closing conditions... Additionally, the Merger Agreement requires the Company to pay Modine a termination fee of $45.0 million if the Merger Agreement is terminated under certain circumstances.” · word for word

Proposed transaction with Modine and SpinCo introduces execution and integration risk, but no specific financial details are disclosed.

“Proposed Transaction among Gentherm, Modine and Modine’s Performance Technologies business ("SpinCo")” · word for word

Integration and execution risk from merger

“Merger with Modine involves significant operational and financial integration”

Chinese supplier competition

“We are experiencing increased competition from Chinese-based component suppliers that are developing relationships with Chinese-based OEMs, which are growing market share in China, and are expanding in key global markets, including Europe and North America.” · word for word

Customer concentration

“For 2025, our revenues from sales to our two largest customers, Lear Corporation ("Lear") and Adient plc ("Adient") were $234 million and $164 million, respectively, representing 16% and 11% of our product revenues, respectively.” · word for word

Tariff and trade policy risk

“the U.S. imposed tariffs on imports of certain steel, aluminum and automotive components, and China imposed retaliatory tariffs on imports of U.S. vehicles and certain automotive components.” · word for word

Ukraine operations risk

“In 2025, 2024 and 2023, products manufactured at our Ukraine facility represented approximately 5%, 6% and 6% of the Company’s total revenue... We have experienced and may continue to experience interruptions in power supply at our Ukraine facility.” · word for word

Modine Transaction execution risk

“Closing of the Modine Transaction is subject to various closing conditions, including specified approvals by our shareholders, completion of financing for SpinCo, a customary IRS tax ruling, receipt of required regulatory approvals and the satisfaction of other customary closing conditions.” · word for word

Gross margin pressure from higher material costs and footprint realignment

“Gross margin decreased to 23.7% from 24.4% in Q4, driven by higher material costs and footprint realignment expenses.”

M&A integration risk with Modine Performance Technologies combination

“Announced combination with Modine Performance Technologies, expected to close by end of year, which could introduce integration risks.”

Integration risk and potential execution challenges in combining two businesses.

“Transaction involves complex Reverse Morris Trust structure and integration of operations across multiple end markets.”

Integration risk and potential execution challenges in combining two businesses.

“Transaction involves complex Reverse Morris Trust structure and integration of operations across multiple end markets.”