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Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Debt

Note 5  Debt

Credit Agreement

The Company, together with certain direct and indirect subsidiaries, have an outstanding Credit Agreement (the “Credit Agreement”) with a syndicate of banks led by Bank of America, N.A.  

The Credit Agreement provides for a $50,000 secured term loan facility for Gentherm (the “U.S. Term Loan”), a €20,000 secured term loan facility for Gentherm GmbH (the “Europe Term Loan”), and a $100,000 secured revolving credit facility (the “U.S. Revolving Note”) with specific borrowing limits for foreign subsidiaries party to such agreement. The Credit Agreement allows the Company to increase the revolving credit facility or incur additional secured term loans in an aggregate amount of $50,000, subject to specified conditions. The term loans were fully drawn in 2014 and no additional amounts are available under such facilities. As of December 31, 2015, we had $86,100 available under the U.S. Revolving Note.  

All obligations under the Credit Agreement (including all the obligations of any U.S. or non-U.S. loan party) are unconditionally guaranteed by Gentherm and specified U.S. subsidiaries.  Additionally, such parties entered into a pledge and security agreement, granting a security interest in substantially all of their personal property to secure their respective obligations under the Credit Agreement, including the stock and membership interests of specified subsidiaries (limited to 66% of the stock in the case of certain non-U.S. subsidiaries).  Further, specified foreign subsidiaries guarantee all obligations of the non-U.S. loan parties under the Credit Agreement.  

The Company must maintain certain financial ratios consisting of a minimum Consolidated Fixed Charge Coverage Ratio and a maximum Consolidated Leverage Ratio as defined by the Credit Agreement.  The Credit Agreement places specific restrictions on the amount of dividend payments to shareholders.

Under the Credit Agreement, U.S. Dollar denominated loans bear interest at either a base rate (“Base Rate Loans”) or Eurocurrency rate (“Eurocurrency Rate Loans”), plus a margin (“Applicable Rate”). The base rate is equal to the highest of the Federal Funds Rate (0.20% at December 31, 2015) plus 0.50%, Bank of America’s prime rate (3.50% as of December 31, 2015), or a one month Eurocurrency rate plus 1.00%. The eurocurrency rate is equal to the London Interbank Offered Rate or the Canadian Dealer Offered Rate, for Canadian Dollar loans. All loans denominated in a currency other than the U.S. Dollar must be Eurocurrency Rate Loans. Interest is payable at least quarterly.  

The Applicable Rate varies based on the Consolidated Leverage Ratio of the Company, as defined by the Credit Agreement.  As long as the Company is not in default of the terms and conditions of the Credit Agreement, the lowest and highest possible Applicable Rate is 1.50% and 2.00%, respectively, for Eurocurrency Rate Loans and 0.50% and 1.00%, respectively, for Base Rate Loans.  Our leverage ratio as of December 31, 2015 qualified us for the lowest Applicable Rate available.  

The Company also has two fixed interest rate loans with the German Investment Corporation (“DEG”), a subsidiary of KfW banking group, a German government-owned development bank.

DEG China Loan

The first, a loan we used to fund capital investments in China (the “DEG China Loan”), is subject to semi-annual principal payments that began March, 2015 and end September, 2019.  Under the terms of the DEG China Loan, the Company must maintain a minimum Debt-to-Equity Ratio, Current Ratio and Debt Service Coverage Ratio, as defined by the DEG China Loan agreement, based on the financial statements of Gentherm’s wholly owned subsidiary, Gentherm Automotive Systems (China) Ltd.

DEG Vietnam Loan

The Company’s second fixed interest rate senior loan agreement with DEG was used to finance the construction and set up of the Vietnam production facility (“DEG Vietnam Loan”).  The DEG Vietnam Loan is subject to semi-annual principal payments beginning November, 2017 and ending May, 2023.  Under the terms of the DEG Vietnam Loan, the Company must maintain a minimum Currency Ratio, Equity Ratio and Enhanced Equity Ratio, as defined by the DEG Vietnam Loan agreement, based on the financial statements of Gentherm’s wholly owned subsidiary, Gentherm Vietnam Co. Ltd.

Note 5  Debt (Continued)

As of December 31, 2015, we were in compliance with all terms as outlined in the Credit Agreement, DEG China Loan and DEG Vietnam Loan.  The following table summarizes the Company’s debt at December 31, 2015.

 

 

Interest
Rate

 

 

Principal
Balance

 

Credit Agreement:

 

 

 

 

 

 

 

U.S. Term Loan

 

2.11

%

 

$

46,875

 

Europe Term Loan

 

1.50

%

 

 

20,369

 

U.S. Revolving Note

 

1.92

%

 

 

12,000

 

DEG China Loan

 

4.25

%

 

 

3,497

 

DEG Vietnam Loan

 

5.21

%

 

 

15,000

 

Total debt

 

 

 

 

$

97,741

 

Current portion

 

 

 

 

 

(4,909

)

Long-term debt, less current maturities

 

 

 

 

$

92,832

 

The following table summarizes the Company’s debt at December 31, 2014.

 

 

Interest
Rate

 

 

Principal
Balance

 

Credit Agreements:

 

 

 

 

 

 

 

U.S. Term Loan

 

2.00

%

 

$

49,375

 

Europe Term Loan

 

1.81

%

 

 

23,963

 

U.S. Revolving Note

 

1.92

%

 

 

12,000

 

DEG China Loan

 

4.25

%

 

 

4,805

 

Capital lease

 

4.20

%

 

 

632

 

Total debt

 

 

 

 

$

90,775

 

Current portion

 

 

 

 

 

(5,306

)

Long-term debt, less current maturities

 

 

 

 

$

85,469

 

The scheduled principal maturities of our debt as of December 31, 2015 is as follows:

 

Year

 

U.S.
Term
Loan

 

 

Europe
Term Loan

 

 

U.S.
Revolving
Note

 

 

DEG China Loan

 

 

DEG Vietnam Loan

 

 

Total

  

2016

 

$

2,813

 

 

$

1,222

 

 

$

 

 

$

874

 

 

$

 

 

$

4,909

 

2017

 

 

3,750

 

 

 

1,630

 

 

 

 

 

 

874

 

 

 

1,250

 

 

 

7,504

 

2018

 

 

4,062

 

 

 

1,765

 

 

 

 

 

 

874

 

 

 

2,500

 

 

 

9,201

 

2019

 

 

36,250

 

 

 

15,752

 

 

 

12,000

 

 

 

875

 

 

 

2,500

 

 

 

67,377

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,500

 

 

 

2,500

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,250

 

 

 

6,250

 

Total

 

$

46,875

 

 

$

20,369

 

 

$

12,000

 

 

$

3,497

 

 

$

15,000

 

 

$

97,741