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Acquisitions | 6 Months Ended
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Jun. 30, 2023
Business Combinations [Abstract] |
Acquisitions | Note 2 – Acquisitions Alfmeier Präzision SE On August 1, 2022, the Company acquired 100% of the equity interests of Alfmeier Präzision SE (“Alfmeier”), a global leader in automotive lumbar and massage comfort solutions and a leading provider of advanced valve systems, integrated electronics and software. The acquisition further expanded the Company's value proposition beyond thermal in comfort, health, wellness, and energy efficiency and aligned with global consumer demand for expanded offerings in vehicle passenger comfort. The total consideration transferred was $170,700. The results of Alfmeier's operations are reported within the Automotive segment from the acquisition date. The acquisition was accounted for as a business combination. As of June 30, 2023, the purchase consideration and fair values of assets and liabilities assumed are final. The following table summarizes the purchase consideration and estimated fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:
|  | Initial Allocation as of August 1, 2022 |  |  | Measurement Period Adjustments |  |  | Final Allocation as of June 30, 2023 |
Purchase price, cash consideration, net of cash acquired |  | $ | 164,887 |  |  | $ | 5,813 |  |  | $ | 170,700 |
|  |  |  |  |  |  |  |  | — |
Accounts receivable |  |  | 24,988 |  |  |  | (121 | ) |  |  | 24,867 |
Inventory |  |  | 36,026 |  |  |  | 417 |  |  |  | 36,443 |
Prepaid expenses and other assets |  |  | 20,920 |  |  |  | (74 | ) |  |  | 20,846 |
Operating lease right-of-use assets |  |  | 4,608 |  |  |  | — |  |  |  | 4,608 |
Property and equipment |  |  | 89,942 |  |  |  | 1,242 |  |  |  | 91,184 |
Other intangible assets |  |  | 22,668 |  |  |  | 8,791 |  |  |  | 31,459 |
Goodwill |  |  | 43,678 |  |  |  | (9,707 | ) |  |  | 33,971 |
Assumed liabilities |  |  | (55,994 | ) |  |  | 975 |  |  |  | (55,019 | )
Deferred tax liabilities |  |  | (21,949 | ) |  |  | 4,290 |  |  |  | (17,659 | )
Net assets acquired |  | $ | 164,887 |  |  | $ | 5,813 |  |  | $ | 170,700 |
The following table summarizes the final allocation of the purchase consideration to the other intangible assets acquired:
|  | Final Fair Value |  |  | Weighted Average Life (in years) |
Definite-lived: |  |  |  |  |  |
Customer related |  | $ | 19,812 |  |  |  | 14 |
Technology |  |  | 11,647 |  |  |  | 9 |
Total |  | $ | 31,459 |  |  |  |
Assets acquired and liabilities assumed were recorded at estimated fair values based on third-party valuations, management’s estimates, available information, and supportable assumptions that management considered reasonable. The fair value of the intangible assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to the Company’s expected future economic benefits from combining operations to offer more compelling and high-value solutions across complementary customer relationships as well as expected future synergies. The goodwill is not expected to be deductible for tax purposes. The following unaudited pro forma information represents our product revenues as if the acquisition of Alfmeier had occurred as of January 1, 2022:
|  | Three Months Ended June 30, 2022 |  |  | Six Months Ended June 30, 2022 |
Product revenues |  | $ | 318,341 |  |  | $ | 652,097 |
Net income |  |  | 3,731 |  |  |  | 12,297 |
Jiangmen Dacheng Medical Equipment Co. Ltd On July 13, 2022, the Company acquired 100% of the equity interests of Jiangmen Dacheng Medical Equipment Co. Ltd (“Dacheng”) and its wholly owned subsidiary, IOB Medical, Inc. Dacheng is a privately held manufacturer of medical materials and medical equipment, including patient temperature management solutions, for numerous local and international customers. The acquisition provided Gentherm Medical a local presence in China’s high-growth market for patient warming devices and other medical device products, and expanded overall manufacturing capacity to include a low-cost manufacturing site. The total consideration transferred was $35,048. The purchase agreement also included potential cash payments contingent upon the achievement of certain performance metrics and continued employment of the former majority shareholder through a series of defined dates. The achievement of these performance metrics resulted in cash payments of $500. These cash payments were accounted for as compensation expense and recorded as a component of Selling, general and administrative expenses ratably over the service period. The acquisition was accounted for as a business combination. As of June 30, 2023, the purchase consideration and fair values of assets and liabilities assumed are final. The following table summarizes the purchase consideration and estimated fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:
|  | Initial Allocation as of July 13, 2022 |  |  | Measurement Period Adjustments |  |  | Final Allocation as of June 30, 2023 |
Purchase price, cash consideration, net of cash acquired |  | $ | 35,048 |  |  | $ | — |  |  | $ | 35,048 |
|  |  |  |  |  |  |  |  | — |
Accounts receivable |  |  | 746 |  |  |  | (124 | ) |  |  | 622 |
Inventory |  |  | 1,942 |  |  |  | (177 | ) |  |  | 1,765 |
Prepaid expenses and other assets |  |  | 152 |  |  |  | 22 |  |  |  | 174 |
Operating lease right-of-use assets |  |  | 841 |  |  |  | — |  |  |  | 841 |
Property and equipment |  |  | 684 |  |  |  | — |  |  |  | 684 |
Other intangible assets |  |  | 19,094 |  |  |  | 965 |  |  |  | 20,059 |
Goodwill |  |  | 22,995 |  |  |  | (3,464 | ) |  |  | 19,531 |
Assumed liabilities |  |  | (2,799 | ) |  |  | (515 | ) |  |  | (3,314 | )
Deferred tax liabilities |  |  | (8,607 | ) |  |  | 3,293 |  |  |  | (5,314 | )
Net assets acquired |  | $ | 35,048 |  |  | $ | — |  |  | $ | 35,048 |
The following table summarizes the final allocation of the purchase consideration to the other intangible assets acquired:
|  | Final Fair Value |  |  | Weighted Average Life (in years) |
Definite-lived: |  |  |  |  |  |
Customer related |  | $ | 12,837 |  |  |  | 12 |
Technology |  |  | 4,749 |  |  |  | 12 |
Indefinite-lived: |  |  |  |  |  |
Tradenames |  |  | 2,473 |  |  |  | — |
Total |  | $ | 20,059 |  |  |  |
Assets acquired and liabilities assumed were recorded at estimated fair values based on third-party valuations, management’s estimates, available information, and supportable assumptions that management considered reasonable. The fair value of the intangible assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to the Company’s expected future economic benefits from the enhanced access to high-growth markets including private label opportunities through Dacheng’s innovative patient temperature management devices. The goodwill is not expected to be deductible for tax purposes. The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements are presented.

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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