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

On February 1, 2019, as part of the Company’s Fit-for-Growth initiative to eliminate investments in non-core businesses, we completed the sale of the Cincinnati Sub-Zero industrial chamber business (“CSZ-IC”) and former Cincinnati Sub-Zero headquarters facility to Weiss Technik North America, Inc. for total cash proceeds of $47,500, including $2,500 of the cash proceeds were placed into an escrow account for a period of up to one year as partial security for the Company’s obligations under the sale agreement. In connection with the sale, Gentherm entered into an operating lease agreement for a portion of the office and manufacturing building space purchased by Weiss Technik North America, Inc. The Company recognized a $4,970 pre-tax gain on the sale of CSZ-IC during the six-month period ended June 30, 2019.

As part of the Company’s continued efforts to optimize its cost structure, the Company has undertaken several discrete restructuring actions. During the three- and six-month periods ended June 30, 2019, the Company recognized $860 and $1,259 of one-time employee termination costs, respectively, and $349 and $349 of consultant costs, respectively. These restructuring expenses were primarily associated with restructuring actions focused on the rotation of our manufacturing footprint to lower cost locations and the reduction of global overhead costs. These discrete restructuring actions are expected to approximate the total cumulative costs for those actions. The Company will continue to explore opportunities to improve its future profitability and competitiveness. These actions may result in the recognition of additional restructuring charges that could be material.

During the three- and six-month periods ended June 30, 2018, the Company recognized $1,057 and $1,737 of one-time employee termination costs, respectively, and $37 and $1,499 of consultant costs, respectively.

In June 2018, Gentherm completed a sale of its battery management systems division located in Irvine, California. A loss on the sale of $1,107 was recognized in restructuring expenses during the three- and six-month periods ended June 30, 2018. An additional loss of $425 was recognized during the six-month period ended June 30, 2019.

During the three- and six-month periods ended June 30, 2018, Gentherm recognized $881 in one-time employee termination costs and $435 in contract termination costs associated with the closure of two leased facilities located in Azusa, California. Upon the adoption of ASU 2016-02, the remaining restructuring reserve related to the contract termination costs was released and an operating lease liability was established in its place.

The Company has recorded approximately $4,669 of restructuring expenses since inception of this program and it is considered substantially complete.

During 2018, Gentherm launched a program to actively market GPT and CSZ-IC and initiated all other actions required to complete the divestiture plan.

During the three- and six-month periods ended June 30, 2019, the Company recognized $0 and $251 of one-time employee termination costs, respectively, and $22 and $861 of consultant costs, respectively.

During the three- and six-month periods ended June 30, 2018, the Company recognized $61 and $210 of one-time employee termination costs, respectively.

The Company has recorded approximately $2,173 of restructuring expenses since inception of this program. Management cannot reasonably estimate the total amount of additional costs expected to be incurred. See Note 13 to our consolidated condensed financial statements for additional information regarding the assets and liabilities classified as held for sale.

Restructuring liabilities totaling $649 and $2,547 as of June 30, 2019 and December 31, 2018, respectively, are classified as accrued liabilities on the consolidated condensed balance sheets. A reconciliation of the beginning and ending restructuring liability is as follows:

	One-Time Employee Termination Benefit Costs			Contract Termination Costs			Consulting Costs			Asset Disposal Costs			Total
Six Months Ended June 30, 2019
Balance, beginning of period	$	2,079		$	389		$	79		$	—		$	2,547
Additions, charged to restructuring expenses		1,510			—			1,210			425			3,145
Payments		(3,003	)		(139	)		(1,283	)		(425	)		(4,850	)
Reclassification to lease liability		—			(193	)		—			—			(193	)
Balance, end of period	$	586		$	57		$	6		$	—		$	649

The cumulative amount of restructuring expenses incurred and recognized in the automotive and industrial reporting segments during the six-month period ended June 30, 2019 was $1,543 and $1,602, respectively.