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Acquisitions and Divestitures | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Acquisitions and Divestitures | Note 4 – Acquisitions and Divestitures In June 2018, Gentherm announced a new strategic plan. An important element of the strategy was the elimination of investments in non-core areas, including GPT and CSZ-IC. The strategy also identified several product categories the Company exited in 2018, including furniture, aviation, battery management electronics, industrial battery packs, automotive thermoelectric generators and other non-core electronics. During the year ended December 31, 2018, Gentherm determined that GPT and CSZ-IC met the held for sale criteria and recognized $11,476 of asset impairment charges, consisting of $6,151 of goodwill impairment charges, $3,135 of other intangible asset impairment charges and $2,190 of impairment on assets held for sale. These impairment charges are reported within Industrial segment and are classified as Asset impairments and net loss on divestitures within the consolidated statements of income. Divestiture of CSZ-IC On February 1, 2019, the Company completed the sale of 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 cash proceeds 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 $4,298 pre-tax gain on the sale of CSZ-IC for the year ended December 31, 2019 which is classified as Asset impairments and net loss on divestitures within the consolidated statements of income. Subsequent to December 31, 2019, claims were made against the cash proceeds held in the escrow account. The Company is not able to estimate the possible loss, if any, of amounts held in escrow in connection with this matter. Divestiture of GPT During 2019, the Company continued to assess the fair value of the GPT disposal group, less costs to sell, at each reporting period. As a result of these fair value measurements, the Company recognized additional impairment losses of $21,206 consisting of $4,486 of impairment of an equity investment that met the held for sale criteria during 2019 and $16,720 of impairment on assets held for sale. These impairment charges are classified as Asset impairments and net loss on divestitures within the consolidated statements of income. On October 1, 2019, the Company completed the sale of GPT for a nominal amount and recognized a $5,885 loss on sale for the year ended December 31, 2019, which included $3,995 related to the release of previously deferred foreign currency translation losses recorded in accumulated other comprehensive loss and $1,500 related to a loan to the buyer that was considered uncollectible. Assets and Liabilities Held for Sale as of December 31, 2018 – CSZ-IC and GPT The assets and liabilities of the disposal group classified as held for sale as of December 31, 2018 were as follows:
Accounts receivable, less allowance of $96 |  | $ | 10,868 |
Inventory, net |  |  | 13,925 |
Prepaid expenses and other assets |  |  | 263 |
Property and equipment, net |  |  | 29,459 |
Goodwill |  |  | 6,844 |
Other intangible assets, net |  |  | 6,326 |
Deferred income tax assets |  |  | 4,204 |
Other non-current assets |  |  | — |
Impairment loss |  |  | (2,190 | )
Total assets for sale |  |  | 69,699 |
Accounts payable |  |  | 2,614 |
Accrued liabilities |  |  | 10,448 |
Total liabilities for sale |  | $ | 13,062 |
Acquisition of Stihler Electronic GmbH On April 1, 2019, Gentherm acquired Stihler Electronic GmbH (“Stihler”), a leading developer and manufacturer of patient and blood temperature management systems, for a purchase price of $15,476, net of cash acquired and including $653 of contingent consideration to be paid upon achievement of a milestone that must be completed by September 2020. In addition, the purchase agreement includes a contingent payment of $653 to be paid if the selling shareholder remains employed by Stihler through December 2020. This amount is being recognized as a component of selling, general and administrative expenses ratably over the service period. The results of operations of Stihler are reported within the Company’s Industrial segment from the date of acquisition. During the year ended December 31, 2019, the Company incurred acquisition-related costs of approximately $324. These amounts were recorded as incurred, within the Company's consolidated statements of income. The acquisition was accounted for as a business combination. The purchase price and related allocation to the acquired net assets of Stihler, based on their estimated fair values as of the acquisition date, are shown below:
Purchase price, cash consideration, net of cash acquired |  | $ | 14,823 |
Purchase price, fair value of contingent consideration |  |  | 653 |
Total purchase price, net of cash acquired |  |  | 15,476 |
Accounts receivable |  |  | 883 |
Inventory |  |  | 1,698 |
Prepaid expenses and other assets |  |  | 241 |
Operating lease right-of-use assets |  |  | 263 |
Property and equipment |  |  | 260 |
Other intangible assets |  |  | 4,380 |
Goodwill |  |  | 9,816 |
Assumed liabilities |  |  | (2,065 | )
Net assets acquired |  | $ | 15,476 |
Other intangible assets primarily include amounts recognized for the fair value of customer-related intangible assets, which will be amortized over their estimated useful lives of approximately 9 years. The estimated fair value of these assets was based on third-party valuations and management’s estimates, generally utilizing an income approach. Goodwill recognized in this transaction is primarily attributable to intangible assets that do not qualify for separate recognition. It is estimated that $2,524 of the goodwill recognized will be deductible for income tax purposes. The pro forma effect of the Stihler acquisition does not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements are presented. Acquisition of Etratech On November 1, 2017, the Company acquired substantially all of the assets and assumed substantially all of the operating liabilities of Etratech Inc., an Ontario corporation and all of the outstanding shares of Etratech Hong Kong, an entity organized under the laws of Hong Kong, in an all-cash transaction for a purchase price of $65,009, net of cash acquired of $670. Etratech manufactures advanced electronic controls and control systems for the automotive, RV and marine, security, medical and other industries. Results of operations for Etratech are reported within the Company’s Automotive segment from the date of acquisition. Etratech contributed $8,398 in product revenues and a net loss of $510 for the year ended December 31, 2017. Supplemental Pro Forma Information The unaudited pro forma combined historical results including the amounts of Etratech revenue and earnings that would have been included in the Company’s consolidated statements of income had the acquisition date been January 1, 2017 is as follows:
|  | Year Ended December 31, 2017 |
Product revenues |  | $ | 1,032,273 |
Net income |  | $ | 35,911 |
Basic earnings per share |  | $ | 0.98 |
Diluted earnings per share |  | $ | 0.98 |
This pro forma information is not indicative of future operating results.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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