XML 84 R14.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Series C Convertible Preferred Stock | 12 Months Ended
--- | ---
Dec. 31, 2012
Series C Convertible Preferred Stock | Note 7 — Series C Convertible Preferred Stock On March 31, 2011, we issued 7,000 shares of our Series C Convertible Preferred Stock (each a “Preferred Share” and, collectively, the “Preferred Shares”) having an initial stated value of $10,000 per Preferred Share, subject to adjustment. We received approximately $64,013 in net proceeds from the sale, after deducting placement agent fees and other offering expenses which totaled $5,987. We used the net proceeds from this offering to fund, in part, the W.E.T. acquisition. If the W.E.T. acquisition had not been completed prior to July 1, 2011, we would have redeemed all of the Series C Convertible Preferred Stock then outstanding, at a redemption price equal to 102.5% (“No Acquisition Redemption Premium”) of the aggregate stated value of the Series C Convertible Preferred Stock, plus accumulated and unpaid dividends up to, but not including, the redemption date. We would have also then issued certain warrants (“No Acquisition Warrants”). The No Acquisition Redemption Premium and No Acquisition Warrants represent embedded liability derivatives and have been bifurcated for recording purposes. The estimated fair value recorded of the No Acquisition Redemption Premium and the No Acquisition Warrants as of the March 30, 2011 issue date were $700 and $1,910, respectively. Since the W.E.T. acquisition was completed by July 1, 2011, the No Acquisition Redemption Premium expired and the No Acquisition Warrants will not be issued and therefore the fair value was equal to zero at June 30, 2011. The liquidation preference with respect to each share of Series C Convertible Preferred Stock is the greater of (i) the sum of the stated value, accrued and unpaid dividends and the amount of all future dividends through the maturity date that would have been received in the absence of liquidation; and (ii) an amount that a holder would have received in liquidation had the Series C Convertible Preferred Stock been converted immediately prior to the event of liquidation. Holders of the Series C Convertible Preferred Stock are entitled to receive, out of funds legally available therefore, dividends payable in cash (if permitted under the US Bank of America credit facility), our Common Stock (if certain equity conditions are satisfied or waived as of the applicable date), or any combination thereof, at the election of the Company, at the rate of 8% per annum of the stated value, payable quarterly in arrears on September 1, December 1, March 1 and June 1 of each year, commencing September 1, 2011. Dividends on our Series C Convertible Preferred Stock are cumulative from the date of initial issuance. The Series C Convertible Preferred Stock is to be redeemed in nine equal quarterly installments beginning on September 1, 2011 and ending on September 1, 2013 (each, an “Amortization Date”) by paying cash, issuing shares of our Common Stock or any combination thereof for $10,000 per Preferred Share plus accumulated and unpaid dividends. Total Series C Convertible Preferred Stock installments made during the twelve month period ended December 31, 2012 is as follows:
|  | Installment Payment |  |  | Cash |  |  | Stock ($) |  |  | Stock (shares) |
Dividend |  | $ | 3,431 |  |  | $ | 2,400 |  |  | $ | 1,031 |  |  |  | 80,169 |
Principal |  |  | 31,120 |  |  |  | 23,340 |  |  |  | 7,780 |  |  |  | 600,309 |
Total |  | $ | 34,551 |  |  | $ | 25,740 |  |  | $ | 8,811 |  |  |  | 680,478 |
Total Series C Convertible Preferred Stock installments made during the twelve month period ended December 31, 2011 is as follows:
|  | Installment Payment |  |  | Cash |  |  | Stock ($) |  |  | Stock (shares) |
Dividend |  | $ | 3,604 |  |  | $ | 1,362 |  |  | $ | 2,242 |  |  |  | 193,838 |
Principal |  |  | 15,560 |  |  |  | 7,780 |  |  |  | 7,780 |  |  |  | 672,593 |
Total |  | $ | 19,164 |  |  | $ | 9,142 |  |  | $ | 10,022 |  |  |  | 866,431 |
We may, at our option, elect to pay the quarterly amortization amount on each Amortization Date if certain conditions are satisfied or waived as of the relevant notice date through the relevant Amortization Date, in shares of common stock, in cash (if permitted under the Bank of America credit facility), or in any combination of shares and cash. To the extent that we pay all or any portion of a quarterly amortization amount in shares of common stock, if the equity conditions are satisfied or waived as of the applicable notice date through the applicable Amortization Date, we will deliver on the applicable Amortization Date a number of shares of common stock equal to (i) the applicable quarterly installment amount being paid in shares of common stock divided by the lower of (A) the conversion price for the Series C Convertible Preferred Stock and (B) the Market Price (as defined below) determined as of the applicable Amortization Date less (ii) any Pre-Installment Shares (as defined below) with respect to such installment. If we pay all or any portion of a quarterly amortization amount in shares of common stock, we will be required to deliver a number of shares of common stock to the holders of the Series C Convertible Preferred Stock twenty three (23) trading days prior to the applicable Amortization Date equal to the portion of applicable quarterly amortization amount determined by us to be paid in shares of common stock divided by the lower of (A) the conversion price for the Series C Convertible Preferred Stock and (B) the Market Price determined as of the trading day prior to such date (such shares “Pre-Installment Shares”). The “Market Price” means a ten percent (10%) discount to the arithmetic average of the lowest fifteen (15) volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending two (2) trading days prior to each applicable date of determination. Holders of the Series C Convertible Preferred Stock may convert their shares at any time into shares of common stock at a conversion price of $15.83, including the conversion of accrued but unpaid dividends per Preferred Share then remaining into shares of common stock, and in addition will be entitled to a make-whole amount that would apply in a conversion (reflecting dividends that would have been payable through maturity if the Series C Convertible Preferred Stock had remained outstanding); provided, however, that under certain conditions where our Bank of America credit facility prohibits payment of the make-whole amount, we will only be obligated to pay such make-whole amount at the time such amount, or portion thereof, would have been due to be paid as a dividend as if the Series C Convertible Preferred Stock at issue had not been converted. The Series C Convertible Preferred Stock is subject to mandatory redemption at the election of a holder upon the occurrence of certain triggering events as defined in our articles of incorporation. The redemption price per Preferred Share in these circumstances would be the greater of (i) 125% of the stated value plus accrued dividends, and (ii) the conversion rate then in effect (which rate reflects the number of shares of common stock into which each share of the holder’s Series C Convertible Preferred Stock may be converted) multiplied by the highest closing sale price of our common stock during the period beginning immediately prior to the triggering event and ending on the date the holder delivers a notice of redemption, plus in each case the additional make-whole amount that would apply in a conversion (reflecting dividends that would have been payable through maturity if the Preferred Shares had remained outstanding). Holders of Series C Convertible Preferred Stock do not have any voting rights except as specifically provided in our articles of incorporation or as otherwise required by law. With respect to dividend rights and rights upon liquidation, winding up or dissolution, our Series C Convertible Preferred Stock will be:
| • |  | junior to all of our existing and future indebtedness;
| • |  | junior to each other class or series of our capital stock other than (i) our common stock and any other class or series of our capital stock the terms of which provide that such class or series will rank junior to the Preferred Shares and (ii) any other class or series of our capital stock, the terms of which provide that such class or series will rank on parity with the Preferred Shares;
| • |  | on parity with any class or series of our capital stock the terms of which provide that such class or series will rank on parity with the Preferred Shares;
| • |  | senior to our common stock and any other class or series of our capital stock the terms of which provide that such class or series will rank junior to the Preferred Shares; and
| • |  | effectively junior to all of our subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others.
Pursuant to the terms of the Series C Convertible Preferred Stock, we will not, without the prior written consent of holders of the Series C Convertible Preferred Stock, incur indebtedness in excess of (i) $150 million (with any amount thereunder in Euro converted to U.S. Dollars at the exchange rate on the date of initial issuance of the Preferred Shares) under the Bank of America credit facility and (ii) the aggregate amount of additional indebtedness permitted under the Bank of America credit facility. The following table summarizes the Series C Preferred Stock activity during the two year period ended December 31, 2012:
|  | Shares |  |  | Amount |
Series C Preferred Stock issued March 31, 2011 |  |  | 7,000 |  |  | $ | 61,403 |
Preferred stock principal paid in cash |  |  | (778 | ) |  |  | (7,780 | )
Preferred stock principal paid in common stock |  |  | (778 | ) |  |  | (7,780 | )
Preferred stock accretion of fees and embedded derivative |  |  | — |  |  |  | 4,255 |
Balance at December 31, 2011 |  |  | 5,444 |  |  | $ | 50,098 |
Preferred stock principal paid in cash |  |  | (2,334 | ) |  |  | (23,340 | )
Preferred stock principal paid in common stock |  |  | (778 | ) |  |  | (7,780 | )
Preferred stock accretion of fees and embedded derivative |  |  | — |  |  |  | 3,491 |
Balance at December 31, 2012 |  |  | 2,332 |  |  | $ | 22,469 |

X
- Definition Series C convertible preferred stock. + References No definition available. + Details
Name: | thrm_SeriesCConvertiblePreferredStockTextBlock
Namespace Prefix: | thrm_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration