Amerigon Reports 2011 Second Quarter, Six-Month Results

Includes Operating Results of W.E.T. Beginning May 16, 2011; Core Businesses Generate Significant Cash

Aug 09, 2011, 06:00 ET from Amerigon Incorporated

NORTHVILLE, Mich., Aug. 9, 2011 /PRNewswire/ -- Amerigon Incorporated (NASDAQ-GS: ARGN), a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications, today announced its financial results for the second quarter and six months ended June 30, 2011.  Amerigon recently closed the previously announced acquisition of controlling interest of W.E.T. Automotive Systems AG, a publicly-traded German automotive thermal control and electronic components company.  As a result, the 2011 second quarter and six-month results include the operating results of W.E.T. beginning May 16, 2011.  Also, included in the 2011 results are a number of one-time costs and non-cash purchase accounting impacts related to the W.E.T. acquisition, which are detailed in the Acquisition Transaction Expenses, W.E.T. Purchase Accounting Impacts and Other Effects table accompanying the release.

Amerigon President and Chief Executive Officer Daniel R. Coker described the acquisition of W.E.T. as an important strategy for Amerigon, allowing it to become better positioned to meet the needs of the global automotive market.

"We are taking the important steps toward making Amerigon stronger and more capable in product development and manufacturing, and having a greater global reach," Coker said.  "Bringing together the technical strengths, resources and diverse product offerings of both companies will allow us to be more responsive to customer requests and requirements.  Recent joint meetings with our and W.E.T.'s common customers have been received positively.  After a few months of working together, the planning of the integration of the two companies is going well.  We believe more than ever that the benefits of the merged companies will open up lots of new opportunities in the thermal management area."

Coker noted that the acquisition of W.E.T. led to a variety of one-time costs and expenses during the quarter that temporarily affected the financial results, as did the ongoing effects of the natural disasters in Japan, which affected revenues and margins.  He estimated the natural disasters in Japan reduced revenues of Amerigon's Climate Control Seat® (CCS®) systems by approximately $2 million.

"Both businesses did reasonably well in the quarter, particularly considering the circumstances, and both generated significant amounts of cash," Coker said.  "Overall, we are very excited about the prospects the combination of the two companies offers."

Second Quarter Summary

Included in the 2011 second quarter results are a number of one-time costs and non-cash purchase accounting impacts related to the W.E.T. acquisition, which are detailed in the Acquisition Transaction Expenses, W.E.T. Purchase Accounting Impacts and Other Effects table accompanying the release.  In total, these have decreased the Company's earnings per share for the 2011 second quarter by $0.18 per basic and diluted share.

Product revenues for this year's second quarter were up 168 percent to $77.1 million from $28.8 million in the prior year period.  The increase in revenues primarily reflects additional revenue for W.E.T. of $45.2 million, included from the acquisition date of May 16, 2011 through the end of the second quarter.  This includes a reduction in revenues for non-cash amortization of W.E.T.'s customer relationships recorded for the W.E.T. acquisition totaling $1.1 million.  The remaining increase of $3.1 million, or 11 percent, represents higher sales resulting from new model introductions offering CCS systems and new products offset partially by lower volumes on existing programs.  

The first significant shipments of the Company's new heated and cooled cup holder, which was launched at the end of the 2010 fourth quarter, of approximately $1.5 million and modest shipments of Amerigon's thermoelectric technology used in a new suite of actively heated and cooled luxury mattresses of approximately $400,000, which was launched at the end of the 2010 third quarter, also contributed to the higher product revenue levels.  The Company began shipping the cup holder on a second vehicle during the 2011 second quarter which will achieve full production volume levels during this year's third quarter.

These increases were partially offset by lower revenue on several vehicles during this year's second quarter due to decreased or canceled production orders by several customers on a number of vehicle models resulting from the natural disasters in Japan.  While these reductions began to taper off during the latter part of the second quarter, Amerigon cannot be certain that additional delays or reductions will not be experienced during future quarterly periods.

Gross margin as a percentage of revenue for the second quarter of this year was 25 percent compared with 30 percent in the second quarter of 2010.  The year-over-year decrease was primarily attributable to W.E.T.'s lower gross margin on sales compared with Amerigon, the impact of non-cash expense for a purchase accounting fair value adjustment on W.E.T.'s inventory, and non-cash amortization of W.E.T.'s customer relationships, W.E.T.'s technology and W.E.T.'s product development costs, totaling $2.8 million, or 3.6 percent of revenue, which impacted W.E.T.'s margin, higher material costs for Amerigon, including the effects of a stronger Japanese Yen, and an unfavorable change in the mix of products sold.

Associated with the acquisition of W.E.T., Amerigon recorded one-time fees and expenses totaling $1.4 million and debt retirement costs of $967,000 during the second quarter of 2011.  In addition, non-cash purchase accounting impacts totaling $4.3 million, including the impacts to the gross margin previously mentioned, were recorded during this year's second quarter.  As a result, the Company reported a net income for the 2011 second quarter of $818,000 compared with net income in the year-earlier period of $2.1 million.  

For the first time, Amerigon recorded a dividend in this year's second quarter of $2.9 million for the Series C Preferred Stock issued in connection with the W.E.T. acquisition.  While the dividend reduced second quarter net income and earnings per share attributable to the Company's common shareholders, as can be seen in the accompanying table, the dividend will decrease significantly over the next two and half years.  Including the loss attributable to non-controlling interest and convertible preferred stock dividends, net loss attributable to common shareholders for the 2011 second quarter was $1.6 million, or $0.07 loss per basic and diluted share, compared with net income attributable to common shareholders in the prior year second quarter of $2.3 million, or $0.11 per basic and $0.10 per diluted share.  

Amerigon Results Excluding W.E.T.

Product revenues for the 2011 second quarter, less the W.E.T. amounts and representing the historical portion of Amerigon, were up 11 percent to $32.0 million from $28.8 million in the prior year period.  Gross margin as a percentage of revenue for this year's second quarter less the W.E.T. amounts was 28 percent compared with 30 percent in the year-earlier period.  Earnings before income tax for this year's second quarter less the W.E.T. amounts was $2.9 million compared with $3.4 million in the second quarter of 2010.  These results are detailed in the Results Excluding W.E.T. table accompanying the release.

These historical Amerigon financial results for this year's second quarter, which are non-GAAP measures, are provided to help shareholders understand Amerigon's results of operations due to the acquisition of W.E.T.  These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Amerigon's reported results prepared in accordance with GAAP.

Year-to-Date Financial Highlights

Included in the 2011 six-month results are a number of one-time costs and non-cash purchase accounting impacts related to the W.E.T. acquisition, which are detailed in the Acquisition Transaction Expenses, W.E.T. Purchase Accounting Impacts and Other Effects table accompanying the release.  In total, these have decreased the Company's earnings per share for the first six months of 2011 by $0.35 per basic and $0.34 per diluted share.

For the first six months of 2011, product revenues increased to $112.9 million, up 113 percent from $53.0 million in the prior year period.  This includes the operating results from W.E.T. beginning May 16, 2011, and non-cash amortization of W.E.T.'s customer relationships.  Gross margin as a percentage of revenue for this year's first six months was 26 percent compared with 29 percent in the first six months of 2010, largely reflecting lower margins of W.E.T. revenue and non-cash purchase accounting impacts and product mix.

Associated with the acquisition of W.E.T., Amerigon recorded one-time fees and expenses (partially non-deductible for current tax purposes) totaling $6.1 million and non-cash purchase accounting impacts totaling $4.3 million during the first six months of 2011.  As a result, the Company reported net income for this year's first six months of $152,000 compared with net income in the year-earlier period of $3.7 million.  Including the loss attributable to the previously mentioned non-controlling interest and convertible preferred stock dividends, net loss attributable to common shareholders for the first six months of 2011 was $2.2 million, or $0.10 loss per basic and diluted share, compared with net income attributable to common shareholders in the prior year period of $4.0 million, or $0.18 per basic and diluted share.  

The Company's balance sheet as of June 30, 2011, had total cash and cash equivalents of $27.6 million, total assets of $419.4 million, and shareholders' equity of $109.0 million.  Total debt was $91.1 million.  Series C Convertible Preferred Stock was $62.9 million.

Unit shipments of CCS systems for the 2011 second quarter and six months were 446,000 and 937,000, respectively, compared with 407,000 and 756,000 for the year-earlier periods.  As of June 30, 2011, the Company had shipped approximately 7.9 million CCS units to customers since 2000.

One-Time Acquisition Transaction Expenses and W.E.T. Purchase Accounting Impacts

These expenses are detailed in the Consolidated Condensed Statements of Operations table accompanying the release.

During this year's second quarter and six-month period, Amerigon incurred $1.4 million and $5.2 million, respectively, in fees and expenses associated with the acquisition of W.E.T.  The Company expects that a significant portion of these costs will not be deductible for tax purposes.  Acquisition transaction expenses were not incurred during the prior year periods.

Interest Expense and Revaluation of Derivatives

Interest expense was $1.2 million for both 2011 periods compared with $3,000 in interest income for the 2010 second quarter and no expense in the first six months of 2010.  A portion of interest expense for 2011 resulted from debt financing used to finance a portion of the W.E.T. acquisition.  Approximately $384,000 in interest expense was related to the debt of W.E.T. and incurred from the acquisition date through June 30, 2011.

The Company recorded losses related to the revaluation of derivative financial instruments totaling $1.3 million for this year's second quarter.  This amount included losses from the derivatives of W.E.T. totaling $3.9 million offset partially by $2.6 million of gains from revaluation of derivatives for Amerigon.  The Amerigon revaluation gain resulted from two derivatives embedded in its Series C Convertible Preferred Stock.  These two derivatives, which were valued as liabilities totaling $2.6 million when the Series C Convertible Preferred Stock was issued, related to terms in which the Series C Preferred Stockholders would have received a redemption premium and certain warrants if the W.E.T. acquisition had not been completed.  The value of these derivatives was revalued to zero upon consummation of the W.E.T. acquisition.

Research and Development, Selling, General and Administrative Expenses

The 2011 second quarter and six-month results include a year-over-year increase in net research and development expenses of $1.7 million and $2.4 million, respectively.  The increase for the 2011 second quarter was primarily due to net research and development expenses from W.E.T. totaling $2.1 million and partially offset by a $380,000 decrease in the net research and development expenses of Amerigon due to lower development costs on development programs, such as the heated and cooled bed and heated and cooled cup holder which now have been launched.  For the 2011 six-month period, the increase was primarily due to the net research and development expenses from W.E.T. totaling $2.1 million and a year-over-year increase in net research and development expenses of $285,000, primarily due to the advanced thermoelectric materials program at the Company's wholly-owned ZT Plus subsidiary.

Selling, general and administrative expenses for the 2011 second quarter and six-month period increased $6.7 million and $7.6 million, respectively, primarily due to the selling, general and administrative expenses of W.E.T. totaling $6.1 million, the opening of offices in Germany and China, and other higher expenses.  The selling, general and administrative expenses of W.E.T. include non-cash amortization of the fair value of W.E.T.'s customer order backlog as of the acquisition date totaling $1.5 million.  The remaining balance of the amount recorded at the acquisition date for the customer order backlog totaling $1.6 million will be amortized during the third quarter of 2011.

Guidance

The Company expects product revenues in the 2011 third quarter to be slightly lower compared with the 2011 second quarter due to the uncertainty in the automotive industry driven by recent events in Japan that has resulted in disruptions to certain of the Company's customers' production of vehicles and to the flow of parts from production facilities in Japan that supply the worldwide automotive industry and some potential weakness in the North American and European markets.  

Conference Call

As previously announced, Amerigon is conducting a conference call today to be broadcast live over the Internet at 11:30 AM Eastern Time to review these financial results.  The dial-in number for the call is 1-877-941-2321.  The live webcast and archived replay of the call can be accessed in the Events page of the Investor section of Amerigon's website at www.amerigon.com.

About Amerigon

Amerigon (NASDAQ-GS:ARGN) is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications. Automotive products based on Amerigon technologies include actively heated and cooled seat systems and cup holders, heated and ventilated seat systems, heated seat and steering wheel systems, cable systems and other electronic devices. Its advanced technology team is developing more efficient materials for thermoelectrics and systems for waste heat recovery and electrical power generation for the automotive market that also have far-reaching applications for consumer products as well as industrial and technology markets. Amerigon has $500 million in annual revenues and 5,000 employees in facilities in the U.S., Germany, Mexico, China, Canada, Japan, England, Korea and the Ukraine.  For more information, go to www.amerigon.com.

Certain matters discussed in this release are forward-looking statements that involve risks and uncertainties, and actual results may be different.  Important factors that could cause the Company's actual results to differ materially from its expectations in this release are risks that sales may not significantly increase, additional financing, if necessary, may not be available, new competitors may arise and adverse conditions in the automotive industry may negatively affect its results.  The liquidity and trading price of its common stock may be negatively affected by these and other factors.  Please also refer to Amerigon's Securities and Exchange Commission filings and reports, including, but not limited to, its Form 10-Q for the period ended June 30, 2011, and its Form 10-K for the year ended December 31, 2010.

Contact:

Allen & Caron Inc


Jill Bertotti (investors)


jill@allencaron.com


Len Hall (media)


len@allencaron.com


(949) 474-4300



TABLES FOLLOW



AMERIGON INCORPORATED

ACQUISITION TRANSACTION EXPENSES, W.E.T. PURCHASE ACCOUNTING IMPACTS

AND OTHER EFFECTS

(In thousands, except per share data)











Current Results

Future periods (estimated)



Three
months

Six
months


Q3


Q4


2012


2013


2014


Thereafter










Transaction related current expenses









Acquisition transaction expenses

1,426

5,180

300

-

-

-

-

-

Debt retirement expense

967

967

-

-

-

-

-

-


2,393

6,147

300

-

-

-

-

-

Non-cash purchase accounting impacts









Customer relationships amortization

1,052

1,052

2,158

2,158

8,631

8,631

8,631

53,152

Technology amortization

441

441

905

905

3,619

3,619

3,619

10,423

Product development costs amortization

122

122

456

456

2,335

2,389

2,389

1,408

Order backlog amortization

1,527

1,527

1,567

-

-

-

-

-

Inventory fair value adjustment

1,151

1,151

383

-

-

-

-

-


4,293

4,293

5,469

3,519

14,585

14,639

14,639

64,983










Tax effect

(1,880)

(1,880)

(1,378)

(815)

(3,378)

(3,390)

(3,390)

(15,050)

Net income effect

4,806

8,560

4,391

2,704

11,207

11,249

11,249

49,933

Non-controlling interest effect

(782)

(782)

(997)

(641)

(2,658)

(2,668)

(2,668)

(11,844)

Net income available to shareholders effect

4,024

7,778

3,395

2,063

8,549

8,580

8,580

38,089










Earnings (loss) per share - difference









Basic

0.18

0.35







Diluted

0.18

0.34
















Series C Preferred Stock dividend

2,923

2,923

2,815

2,490

6,711

1,622

-

-










Earnings (loss) per share - difference









Basic

0.13

0.13







Diluted

0.13

0.13









AMERIGON INCORPORATED


CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



Three Months Ended

Six Months Ended


June 30,

June 30,


2011

2010

2011

2010

Product revenues

$  77,137


$  28,812


$  112,933


$  53,000

Cost of sales

57,918


20,108


83,258


37,653

     Gross margin

19,219


8,704


29,675


15,347

Operating expenses:








  Research and development

4,740


3,390


7,401


6,369

  Research and development reimbursements

(154)


(528)


(346)


(1,703)

     Net research and development expenses

4,586


2,862


7,055


4,666

  Acquisition transaction expenses

1,426



5,180


  Selling, general and administrative

9,183


2,491


12,547


4,951

     Total operating expenses

15,195


5,353


24,782


9,617

Operating income

4,024


3,351


4,893


5,730

Interest income (expense)

(1,246)


3


(1,237)


Debt retirement expense

(967)



(967)


Revaluation of derivatives

(1,269)



(1,269)


Foreign currency gain

1,235



1,406


Loss from equity investment




(22)

Other income

414


7


470


72

Earnings before income tax

2,191


3,361


3,296


5,780

Income tax expense

1,373


1,244


3,144


2,120

Net income

818


2,117


152


3,660

Loss attributable to non-controlling interest

523


190


523


297

Net income attributable to Amerigon, Inc.

1,341


2,307


675


3,957

Convertible preferred stock dividends

(2,923)



(2,923)


Net income (loss) attributable to common shareholders

$  (1,582)


$   2,307


$  (2,248)


$  3,957









Basic earnings (loss) per share

$  (0.07)


$  0.11


$  (0.10)


$  0.18

Diluted earnings (loss) per share

$  (0.07)


$  0.10


$  (0.10)


$  0.18









Weighted average number of shares – basic

22,208


21,621


22,146


21,577

Weighted average number of shares – diluted

22,208


22,381


22,146


22,363



AMERIGON INCORPORATED


RESULTS EXCLUDING W.E.T.


The following tables present select operations data for the periods as reported, amounts for W.E.T. during the periods from the acquisition date of May 16, 2011 through June 30, 2011 and the amounts for Amerigon less the W.E.T. amounts representing the historical portion of Amerigon. These Historical Amerigon financial results for the three- and six-month periods ended June 30, 2011, which are non-GAAP measures, are provided to help shareholders understand Amerigon's results of operations due to the acquisition of W.E.T.  These non-GAAP financial measures should be viewed in addition to, and not as an alternative for, Amerigon's reported results prepared in accordance with GAAP.





Three-month period ended June 30, 2011

Three-month

period ended

June 30, 2010


As Reported

Less: W.E.T.(1)

Historical Amerigon


(In thousands)

Product revenues

$  77,137

$  45,177

$  31,960

$  28,812

Cost of sales

57,918

34,840

23,078

20,108

Gross margin

19,219

10,337

8,882

8,704

Gross margin percent

24.9%

22.9%

27.8%

30.2%

Operating expenses:





      Net research and development expenses

4,586

2,104

2,482

2,862

      Acquisition transaction expenses

1,426

1,426

      Selling, general and administrative expenses

9,183

6,073

3,110

2,491

      Operating income

4,024

2,160

1,864

3,351

Earnings (loss) before income tax

2,191

(724)

2,915

3,361


(1) Only represents W.E.T.'s results for the period from May 16, 2011, the acquisition date, through June 30, 2011.





Six-month period ended June 30, 2011

Six-month

period ended

June 30, 2010


As Reported

Less: W.E.T.(1)

Historical Amerigon


(In thousands)

Product revenues

$  112,933

$  45,177

$  67,756

$  53,000

Cost of sales

83,258

34,840

48,418

37,653

Gross margin

29,675

10,337

19,338

15,347

Gross margin percent

26.3%

22.9%

28.5%

29.0%

Operating expenses:





      Net research and development expenses

7,055

2,104

4,951

4,666

      Acquisition transaction expenses

5,180

5,180

      Selling, general and administrative expenses

12,547

6,073

6,474

4,951

      Operating income

4,893

2,160

2,733

5,730

Earnings (loss) before income tax

3,296

(724)

4,020

5,780


(1) Only represents W.E.T.'s results for the period from May 16, 2011, the acquisition date, through June 30, 2011.




AMERIGON INCORPORATED




CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share data)





June 30,


December 31,

ASSETS

2011


2010


(unaudited)



Current Assets:




   Cash & cash equivalents

$27,635


$26,584

   Short-term investments


9,761

   Restricted cash

472


   Accounts receivable, less allowance of $915 and $545, respectively

79,507


18,940

   Inventory

44,807


6,825

   Derivative financial instruments

7,409


   Assets held for sale

10,534


   Deferred income tax assets

1,717


4,905

   Prepaid expenses and other assets

10,610


1,421

         Total current assets

182,691


68,436

Property and equipment, net

43,701


4,197

Goodwill

25,454


Other intangible assets

130,822


4,653

Deferred financing costs

3,555


Deferred income tax assets

30,792


1,279

Other non-current assets

2,346


857

         Total assets

$419,361


$79,422





LIABILITIES AND SHAREHOLDERS' EQUITY








Current Liabilities:




   Accounts payable

$39,400


$15,275

   Accrued liabilities

51,392


5,872

   Current maturities of long-term debt

18,251


   Derivative financial instruments

2,992


   Deferred manufacturing agreement – current portion


50

         Total current liabilities

112,035


21,197

Pension benefit obligation

3,825


688

Long-term debt, less current maturities

72,863


Derivative financial instruments

22,473


Deferred tax liabilities

36,269


         Total liabilities

247,465


21,885





Series C Convertible Preferred Stock

62,931


Shareholders' equity:




   Common Stock:




       No par value; 55,000,000 shares authorized, 22,241,030 and




         22,037,446 issued and outstanding at June 30, 2011 and




         December 31, 2010, respectively

66,998


65,148

   Paid-in capital

22,659


20,128

   Accumulated other comprehensive income

2,904


93

   Accumulated deficit

(30,081)


(27,832)

       Total Amerigon Incorporated shareholders' equity

62,480


57,537

Non-controlling interest

46,485


       Total shareholders' equity

108,965


57,537

       Total liabilities and shareholders' equity

$419,361


$79,422



AMERIGON INCORPORATED



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)




Six Months Ended June 30,


2011

2010

Operating Activities:



  Net income

$  152

$  3,660

  Adjustments to reconcile net income to cash provided by operating activities:



     Depreciation and amortization

6,094

675

     Deferred tax provision

2,286

2,024

     Stock option compensation

631

641

     Defined benefit plan expense

69

124

     Loss from equity investment

22

     Loss on revaluation of financial derivatives

1,269

     Debt retirement expense

967

     Excess tax benefit from equity awards

(2,217)

     Changes in operating assets and liabilities:



        Accounts receivable

(2,853)

(6,338)

        Inventory

1,258

(366)

        Prepaid expenses and other assets

368

52

        Accounts payable

(1,796)

2,650

        Accrued liabilities

277

432

     Net cash provided by operating activities

6,505

3,576

Investing Activities:



  Purchases of short-term investments

(7,127)

  Sales of short-term investments

9,761

4,242

  Purchase of W.E.T. Automotive AG, net of cash acquired

(113,432)

  Purchase of ZT Plus assets, net of cash acquired

(1,500)

  Fund restricted cash

(472)

  Purchase of property and equipment

(3,247)

(498)

  Patent costs

(717)

(415)

     Net cash used in investing activities

(108,107)

(5,298)

Financing Activities:



  Borrowing of debt

137,083

  Repayments of debt

(98,859)

  Cash paid for financing costs

(4,031)

  Proceeds from the sale of Series C Convertible Preferred Stock

61,941

  Proceeds from the sale of embedded derivative

2,610

  Excess tax benefit from equity awards

2,217

  Proceeds from the exercise of Common Stock options

927

467

     Net cash provided by financing activities

101,888

467

     Foreign currency effect

765

27

     Net decrease in cash and cash equivalents

1,051

(1,228)

     Cash and cash equivalents at beginning of period

26,584

21,677

     Cash and cash equivalents at end of period

$  27,635

$  20,449




Supplemental disclosure of cash flow information:



  Cash paid for taxes

$  1,108

$  305

  Cash paid for interest

$  1,445

$  –

Supplemental disclosure of non-cash transactions:



  Issuance of Common Stock under the 2006 Equity Incentive Plan

$  606

$  17



SOURCE Amerigon Incorporated



RELATED LINKS

http://www.amerigon.com