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8-K/A - AMENDMENT NO. 1 TO FORM 8-K - GENTHERM Incd8ka.htm
EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS OF WET AUTOMOTIVE SYSTEMS AG - GENTHERM Incdex991.htm
EX-99.2 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - YEAR ENDED - GENTHERM Incdex992.htm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On May 16, 2011, we completed the previously announced acquisition (the “Acquisition”) of a majority interest in W.E.T. Automotive Systems AG, a German company (“W.E.T.”) through our wholly-owned subsidiary, Amerigon Europe GmbH. A total of 2,316,175 shares, representing 76.19 percent of the outstanding voting stock of W.E.T., were tendered to Amerigon in response to Amerigon’s offer of €40 per share. An additional 2,093 shares were tendered at the same price on May 26, 2011 pursuant to an additional acceptance period of the tender offer. The total purchase price for the Acquisition was €92.7 million, or $130.7 million, in cash plus the assumption of €36.0 million in debt obligations less €12.1 million in cash acquired.

Prior to the Acquisition, Amerigon and W.E.T. were engaged in lawsuits concerning intellectual property (“the Lawsuits”). The Lawsuits were settled upon consummation of the Acquisition.

On March 30, 2011, we and Amerigon Europe entered into a credit facility with a syndicate of banks, including Bank of America, N.A., acting as Administrative Agent, Swing Line Lender and L/C Issuer (“Bank of America”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as Sole Lead Arranger and Sole Book Manager (the “US Bank of America credit facility”) and W.E.T. and W.E.T. Automotive Systems Ltd. a Canadian corporation entered into a credit facility with the same syndicate of banks (the “W.E.T. Bank of America credit facility”). We refer to the US Bank of America credit facility and the W.E.T. Bank of America credit facility throughout this section of the Form 8-K collectively as the “Bank of America credit facility.” We used the borrowings under the US Bank of America credit facility to partially fund the Acquisition and to fund Amerigon’s ongoing operations. W.E.T. used borrowings under the W.E.T. Bank of America credit facility to refinance a portion of the long term debt obligations of W.E.T. and to fund W.E.T.’s ongoing operations.

On March 31, 2011, we borrowed $35 million of our term loan facility and approximately $19.0 million under our revolving credit facility and Amerigon Europe borrowed up to $33 million under its term loan facility in connection with the closing of the Acquisition. These along with $70.0 million in proceeds from our sale of our Series C Convertible Preferred stock were combined with $23.3 million of our cash reserves to fund a series of Escrow accounts that were established to provide the necessary financing for the Acquisition sufficient to cover the purchase of 100% of the capital stock of W.E.T. The tender offer resulted in our acquiring only 76.3% of W.E.T.’s capital stock. The excess amounts held in the escrow accounts totaling €35.2 million, or $49.7 million, was used to repay a portion of the US Bank of America credit facility, including, specifically, a portion of the Amerigon Europe term loan facility and a portion of the then outstanding revolving line of credit facility. Our term loan facility and Amerigon Europe’s term loan facility, both included in the US Bank of America credit facility, are subject to quarterly amortization of principal, with the remaining principal balance and any outstanding loans under the revolving credit facility to be repaid on the fifth anniversary of initial funding. Borrowings under the US Bank of America credit facility will bear interest based on the LIBOR rate plus a margin ranging from 2.50% to 3.25%. We and Amerigon Europe can also borrow at a base rate which is determined by the higher of (a) Bank of America’s prime rate, (b) Federal Funds rate plus 50 basis points, or (c) the LIBOR rate plus 100 basis points, plus a margin ranging from 1.50% to 2.25%. The margins are based on our consolidated leverage ratio (defined as the ratio of our and our subsidiaries’ total debt to EBITDA as defined in the US Bank of America credit facility and determined on a consolidated basis). The US Bank of America credit facility also provides for customary affirmative and negative covenants.

The accompanying unaudited pro forma condensed combined financial information combines the historical consolidated statements of operations of Amerigon, giving effect to the completion of the Acquisition, borrowings under the Bank of America credit facility and sale of our Series C Convertible Preferred Stock and the application of the net proceeds there from in each case as if they occurred on January 1, 2011, for income statement purposes, and March 31,


2011, for balance sheet purposes. The unaudited pro forma information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information, the historical financial statements of Amerigon and W.E.T. and Amerigon’s Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing on Form 10Q for the period ended March 31, 2011 and the Corporate Interim Report of W.E.T. filed on form 8-K on May 20, 2011.

The Acquisition has been treated as a purchase of W.E.T. by Amerigon, with Amerigon as the acquiring entity. The unaudited pro forma condensed combined financial information will differ from our final acquisition accounting for a number of reasons, including the fact that our purchase price allocation and estimates of fair value are preliminary and subject to change when our formal valuation and other studies are finalized. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the SEC and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the Acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined statement of operations does not reflect any revenue or cost savings from synergies that may be achieved with respect to the combined companies.

The unaudited historical results of operations of W.E.T. for the three month period ended March 31, 2011, have been prepared in accordance with International Financial Accounting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and reconciled to U.S. GAAP for the purpose of such presentation. We have incurred certain non-recurring expenses in connection with the Acquisition and the execution of the Bank of America credit facility. These expenses were approximately $3.7 million and $4.2 million, respectively. In addition, we have incurred fees and expenses of approximately $5.9 million in connection with the sale of the Series C Convertible Preferred Stock. The acquisition expenses are reflected in the pro forma condensed combined balance sheet as of March 31, 2011, as an adjustment to cash and equity, but are not reflected in the pro forma condensed combined statements of earnings for the three month period ended March 31, 2011, as they are not expected to have a continuing impact on operations.


Unaudited Pro Forma Condensed Combined Balance Sheet

 

     As of March 31, 2011  
     Amerigon      W.E.T.      Pro Forma
Adjustments
           Pro Forma
Consolidated
 
     (In Thousands)  
ASSETS   

Current assets:

             

Cash & cash equivalents

   $ 6,584       $ 16,716       $

 

 

 

2,671

(1,882

(1,135

(6,237

  

   

 

 

 

a

i

j

b

  

  

  

  

   $ 16,717   

Restricted cash

     182,002         —          

 

(131,556

(49,973


   

 

c

a

  

  

     473   

Accounts receivable, net

     25,661         62,618         —             88,279   

Inventory

     7,326         36,136         1,509        d         44,971   

Derivative financial instruments

     —           5,850         —             5,850   

Deferred income tax assets

     1,460         1,940         (1,045     h         2,355   

Assets held for sale

     —           10,387         —             10,387   

Prepaid expenses and other assets

     1,570         7,039         3,242        e         11,851   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total current assets

     224,603         140,686         (184,406        180,883   

Property and equipment, net

     4,507         37,467         479        f         42,453   

Goodwill

     —           59,752        

 

(59,752

32,075


  

   

 

g

h

  

  

     32,075   

Other intangible assets

     5,019         9,797        

 

(9,797

116,620


  

   

 

g

h

  

  

     121,639   

Deferred income tax assets

     4,217         23,081         (23,607     h         3,691   

Other non-current assets

     4,911         960        

 

(993

1,135


  

   

 

a

j

  

  

     6,013   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total assets

   $ 243,257       $ 271,743       $ (128,246      $ 386,754   
  

 

 

    

 

 

    

 

 

      

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY   

Current liabilities:

             

Accounts payable

     19,337         28,221         —             47,558   

Accrued liabilities

     11,943         42,846         (6,237     b         48,552   

Derivative financial instruments

     2,675         1,934         (2,610     p         1,999   

Current maturities of long-term debt

     87,233         8,862        

 

 

(83,240

(6,003

8,509


  

   

 

 

a

i

i

  

  

  

     15,361   

Pension benefit obligation

     —           291         —             291   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total current liabilities

     121,188         82,154         (89,581        113,761   

Pension benefit obligation

     764         3,801         —             4,565   

Long term debt

     —           44,384        

 

 

35,938

(38,425

34,037

  

  

   

 

 

a

i

i

  

  

  

     75,934   

Derivative financial instruments

     —           14,850         —             14,850   

Deferred income tax liabilities

     —           8,370         —             8,370   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total liabilities

     121,952         153,559         (58,031        217,480   

Preferred stock

     61,465         —           —             61,465   

Total shareholders’ equity

     59,840         117,790        

 

 

(117,790

(993

2,610


  

   

 

 

g

a

p

  

  

  

     61,457   

Non-controlling interest

     —           394         45,958        k         46,352   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total shareholders’ equity

     59,840         118,184         (70,215        107,809   
  

 

 

    

 

 

    

 

 

      

 

 

 

Total liabilities and shareholders’ equity

   $ 243,257       $ 271,743       $ (128,246      $ 386,754   
  

 

 

    

 

 

    

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information


Unaudited Pro Forma Condensed Combined Statement of Operations

 

     For the three months ended March 31, 2011  
     Amerigon     W.E.T.     Pro Forma
Adjustments
         Pro Forma
Consolidated
 
     (In Thousands, except per share data)  

Product revenues

   $ 35,796      $ 90,404      $ (1,703   l    $ 124,497   

Cost of sales

     25,340        63,436       

 

1,509

1,077

  

  

  d

l

     91,362   
  

 

 

   

 

 

   

 

 

      

 

 

 

Gross margin

     10,456        26,968        (4,289        33,135   

Operating costs and expenses:

           

Research and development expenses

     2,469        5,724        —             8,193   

Acquisition transaction expenses

     3,754          (3,754   b      —     

Selling, general and administrative expenses

     3,364        9,781        3,242      e      16,387   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total operating costs and expenses

     9,587        15,505        (512        24,580   
  

 

 

   

 

 

   

 

 

      

 

 

 

Operating income

     869        11,463        (3,777        8,555   

Interest income

     9        21        (9   m      21   

Interest expense

     —          (2,156     99      n      (2,057

Gain on revaluation of financial instruments

     —          4,494        —             4,494   

Other income

     227        699        —             926   
  

 

 

   

 

 

   

 

 

      

 

 

 

Earnings before income tax

     1,105        14,521        (3,687        11,939   

Income tax expense

     1,771        3,211        (2,034   o      2,948   
  

 

 

   

 

 

   

 

 

      

 

 

 

Net income

     (666     11,310        (1,653        8,991   

Income (loss) attributable to non-controlling interest

     —          (26     (2,676   k      (2,702

Convertible preferred stock dividends

     —          —          (2,923   q      (2,923
  

 

 

   

 

 

   

 

 

      

 

 

 

Net (loss) income attributable to common shareholders

   $ (666   $ 11,284      $ (7,252      $ 3,366   
  

 

 

   

 

 

   

 

 

      

 

 

 

Basic earnings per share

   $ (0.03          $ 0.15   
  

 

 

          

 

 

 

Diluted earnings per share

   $ (0.03          $ 0.15   
  

 

 

          

 

 

 

Weighted average number of shares – basic

     22,081               22,081   
  

 

 

          

 

 

 

Weighted average number of shares – diluted

     22,081          846      r      22,927   
  

 

 

     

 

 

      

 

 

 

See accompanying notes to unaudited pro forma condensed combined financial information


Notes to Unaudited Pro Forma Condensed Combined Financial Information for

Amerigon and W.E.T.

(in thousands, except per share data)

Note 1 – Description of Transaction

On May 16, 2011, we completed the previously announced acquisition (the “Acquisition”) of a majority interest in W.E.T. Automotive Systems AG, a German company (“W.E.T.”) through our wholly-owned subsidiary, Amerigon Europe GmbH. A total of 2,316,175 shares, representing 76.19 percent of the outstanding voting stock of W.E.T., were tendered to Amerigon in response to Amerigon’s offer of €40 per share. An additional 2,093 shares were tendered at the same price on May 26, 2011 pursuant to an additional acceptance period of the tender offer. The total purchase price for the Acquisition totaled €92.7 million, or $130.7 million, in cash plus the assumption of €36.0 million in debt obligations less €12.1 million in cash acquired.

Note 2 – Basis of Presentation

The unaudited pro forma financial information has been compiled from underlying unaudited financial statements of W.E.T. prepared in accordance with IFRS in accordance with IASB, reconciled to U.S. GAAP for the purpose of such presentation (see Note 4).

The unaudited pro forma condensed combined financial information combine the historical consolidated statements of operations of Amerigon, giving effect to (a) the completion of the Acquisition, incurrence of debt under the Bank of America credit facility and sale of our Series C Convertible Preferred Stock in each case as if they occurred on January 1, 2011 for income statement purposes and March 31, 2011 for balance sheet purposes. The unaudited pro forma information should be read in conjunction with the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information, the historical financial statements of Amerigon and Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing on Form 10-Q for the period ended March 31, 2011 and the Corporate Interim Report of W.E.T. filed on Form 8-K on May 20, 2011. The Acquisition will be treated as a purchase with Amerigon as the acquiring entity. The unaudited pro forma condensed combined financial information will differ from our final acquisition accounting for a number of reasons, including the fact that our estimates of purchase price allocation and fair value are preliminary and subject to change when our formal valuation and other studies are finalized. The differences that will occur between the preliminary estimates and the final acquisition accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the SEC and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the Acquisition at the dates indicated, nor does it purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined statement of operations does not reflect any revenue or cost savings from synergies that may be achieved with respect to the combined companies.


For the pro forma condensed combined balances, the purchase price of approximately $131.6 million, net of cash acquired of $16.7 million, has been allocated to the fair values of assets and liabilities acquired as of March 31, 2011. The allocation of the purchase price is preliminary pending the completion of various analyses and the finalization of estimates. An appraisal will be performed to assist management in determining the fair value of acquired assets and liabilities, including identifiable intangible assets. The final purchase price allocation may result in a materially different allocation than that presented in this unaudited pro forma condensed combined financial information. Such allocation, in thousands is as follows:

 

Accounts receivable

   $ 62,618   

Inventory

     37,645   

Derivative financial instruments

     5,850   

Deferred income tax assets

     895   

Assets held for sale

     10,387   

Order backlog

     3,242   

Prepaid expenses and other assets

     7,039   

Property and equipment

     37,946   

Customer relationships

     86,848   

Technology

     23,220   

Product development costs

     6,552   

Goodwill

     32,075   

Other non-current assets

     960   

Assumed liabilities (including non-controlling interest)

     (147,191

Assumed debt obligations (including those to be refinanced)

     (53,246
  

 

 

 

Net assets acquired

     114,840   

Cash acquired

     16,716   
  

 

 

 

Purchase price

   $ 131,556   
  

 

 

 

Identifiable intangible assets.

Customer relationships, technology and product development costs will be amortized on a straight-line basis over an estimated average estimated life of 12, seven and four years, respectively.

Goodwill.

Approximately $32.1 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. Goodwill will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). In the event that management determines that the value of goodwill has become impaired, an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made will be recognized.

Note 3 – Accounting Policies

We are currently reviewing W.E.T.’s accounting policies. As a result of that review it may become necessary to adjust the combined entity’s financial statements to conform to those accounting policies that are determined to be more appropriate for the combined entity. The unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.


Note 4 – Reconciliation of amounts for W.E.T. between IFRS and U.S. GAAP

The consolidated financial statements of W.E.T. have been prepared in accordance with IFRS as issued by the IASB which differs from U.S. GAAP in certain respects. A description of the relevant accounting principles which differ materially and the related adjustments we made to the W.E.T. amounts for purposes of preparing these unaudited pro forma condensed financial statements are as follows:

Capitalization of development costs

Under IFRS, development costs are capitalized on the balance sheet and amortized over their estimated useful life. Under U.S. GAAP these expenses are expensed as incurred. We eliminated the carrying value of development costs and the related deferred tax liability as of March 31, 2011 in the unaudited pro forma condensed combined balance sheet. We also eliminated development cost amortization expense, recorded an expense for development costs that had been capitalized and recorded a related deferred tax expense in the unaudited pro forma condensed combined statement of operations.

Reversal of Impairment Recognized in Prior Years

Under IFRS, impairment losses for assets other than goodwill are reversed during periods subsequent to the impairment if certain conditions are met. Reversals of impairment losses are not permitted under U.S. GAAP. During 2010, W.E.T. partially reversed an impairment loss related to customer relationships that had been recorded during 2008. We reversed this adjustment.

These adjustments are summarized as follows:

 

     As of March 31, 2011     For the three months ended March 31, 2011  
     Other
Intangible
Assets
    Deferred
Tax
Liability
    Product
Revenues
     Research
and
Development
Expenses
    Income Tax
Expense
 

IFRS carrying value

   34,678      13,315      65,575       4,998      1,993   

Cumulative capitalized development costs at March 31, 2011

     (8,215     (2,198     —           —          —     

Development cost amortization during 2011

     —            —           (814     218   

Impairment reversal net of accumulated amortization

     (19,555     (5,215     510         —          136   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

U.S. GAAP carrying value

   6,908      5,902      66,085       4,184      2,347   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Amount translated to US Dollars

   $ 9,797      $ 8,370      $ 90,404       $ 5,724      $ 3,211   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 


Note 5 – Pro Forma Adjustments

The following are the descriptions of the pro forma condensed combined balance sheet and statement of operations adjustments:

 

(a) On March 31, 2011, we borrowed $35 million of our term loan facility and approximately $19.0 million under our revolving credit facility and Amerigon Europe borrowed up to €23.4 million ($33.2 million) under its term loan facility in connection with the closing of the Acquisition. These amounts are included in the Amerigon balance sheet as of March 31, 2011 as current maturities of long-term debt. Proceeds of these borrowings along with $70.0 million in proceeds from our sale of our Series C Convertible Preferred stock were combined with $23.3 million of our cash reserves to fund a series of Escrow accounts totaling €128.0 million, or $182.0 million, that were established to provide the necessary financing for the Acquisition sufficient to cover the purchase of 100% of the capital stock of W.E.T.. The tender offer resulted in our acquiring only 76.3% of W.E.T.’s capital stock. The excess proceeds held in the escrow accounts totaling €35.2 million, or $50.0 million, was used to repay a portion of the Amerigon Europe term loan facility and a portion of the then outstanding revolving line of credit facility. The adjustment reflects the proper classification of current and noncurrent principal payments required under the US Bank of America credit facility agreement. Additionally, we expensed the pro-rata portion of deferred financing costs related to the portion of the Amerigon Europe term note that was repaid totaling $933 thousand. This amount is reflected in the pro forma condensed combined balance sheet as of March 31, 2011, as an adjustment to cash and equity, but are not reflected in the pro forma condensed combined statements of operations for the three month period ended March 31, 2011, as it is not expected to have a continuing impact on operations.

 

(b) As of March 31, 2011 we had unpaid transaction costs related to the Acquisition, Bank of America credit facility and the sale of the Series C Convertible Preferred Stock totaling $6,237 included in accrued liabilities. This adjustment reflects the reduction in cash and accrued liabilities related to the eventual payment of these fees. The Acquisition transaction expenses totaling $3,754 included in the Amerigon statement of operations were for the Acquisition and are reversed for purposes of the pro forma condensed combined statement of operations since they are not expected to have a continuing impact on operations.

 

(c) Change in restricted cash relates to the liquidation and use of $131,556 for the Acquisition.

 

(d) To record inventory at its estimated fair value.

 

(e) To recognize the fair value of W.E.T.’s customer order backlog on the Acquisition date.

 

(f) At this time there is insufficient information as to the specific nature, age and condition of W.E.T.’s property, plant and equipment to make a reasonable estimation of fair value or the corresponding adjustment to depreciation and amortization. Therefore, we have used W.E.T.’s carrying amount at the balance sheet date for these pro forma condensed combined financial statements. However, we have identified certain internally developed software used in W.E.T.’s operations that are not currently recognized in W.E.T.’s balance sheet and having an estimated fair value of $479 and an estimated useful life of two years. For each $5,000 fair value adjustment to property, plant and equipment, assuming a weighted-average useful life of 7 years, depreciation expense would change by approximately $714 annually.

 

(g) To eliminate historical balances:

The adjustments reflect the elimination of W.E.T.’s goodwill, other identifiable intangible assets and equity in connection with the W.E.T. acquisition.

 

(h) To recognize $32,075 of goodwill, $86,848 of amortizable customer relationships, $23,220 in technology and $6,552 in product development and related current deferred tax liability of $1,045 and noncurrent deferred tax liability of $23,607 in connection with the Acquisition.


(i) The following adjustments display the debt refinancing of a portion of W.E.T.’s existing indebtedness. For purposes of these unaudited pro forma condensed combined financial statements, we assumed that debt financing was completed at the time the Acquisition closed.

 

W.E.T. Refinancing Loans:

  

Current portion

   $ 6,003   

Long-term portion

     38,425   

Less cash used

     (1,882
  

 

 

 

W.E.T. Term Note – Net debt refinanced

   $ 42,546   
  

 

 

 

Current portion

   $ 8,509   

Long-term portion

   $ 34,037   
  

 

 

 

W.E.T. loans not refinanced:

  

Bank of China revolving loan

   $ 2,973   

Capital lease obligations

     5,845   
  

 

 

 

Total loans not refinanced

   $ 8,818   
  

 

 

 

Current portion

   $ 2,859   

Long-term portion

   $ 5,959   
  

 

 

 

Amerigon loans:

  

Term note 1

   $ 35,000   

Term note 2

     4,931   

Revolving credit note ($25.0 million available)

     —     
  

 

 

 

Total acquisition loans

   $ 39,931   
  

 

 

 

Current portion

   $ 3,993   

Long-term portion

   $ 35,938   
  

 

 

 

Total Pro Forma debt

   $ 91,295   
  

 

 

 

Current portion

   $ 15,361   

Long-term portion

   $ 75,934   
  

 

 

 

 

(j) To record deferred financing charges incurred in connection with the credit facilities incurred under our new Credit Facility, which will be amortized over five years.

 

(k) Adjustment reflects the estimated fair value of the non-controlling interest in W.E.T.’s capital stock which represents 23.7% of W.E.T.’s voting shares for purposes of the unaudited pro forma condensed combined balance sheet and the allocation of W.E.T.’s net income for the three month period ended March 31, 2011 for purposes of the unaudited pro forma condensed statement of operations.

 

(l) Represents the additional amortization totaling $1,703 for customer relationships and $1,077 for technology and product development costs resulting from the Acquisition.

 

(m) Represents the elimination of interest income earned on Amerigon’s short-term investments during the three month period ended March 31, 2011. We used the majority of our cash and short-term investments in order to finance the W.E.T. acquisition.


(n) Adjustment to historical interest expense to reflect the incurrence of $82,477 of borrowings (net of amounts repaid), amortization of deferred debt issuance costs relating to such borrowings and the repayment and retirement of a portion W.E.T.’s current indebtedness.

 

Acquisition loans

   $ 39,931        $ 39,931   

W.E.T. Refinancing loans

     $ 42,546        42,546   
      

 

 

 

Total new loans

       $ 82,477   
      

 

 

 

3-month EURIBOR @ 7/15

       1.00  

3-month LIBOR @ 7/15

     0.25    

Interest rate margin per loan agreement

     3.25     3.25  
  

 

 

   

 

 

   

Effective interest rate

     3.50     4.25  
  

 

 

   

 

 

   

Expense on new debt for three months

   $ 349      $ 452      $ 801   

Interest on W.E.T. loans not refinanced

         1,047   

Amortization of issuance costs

         209   
      

 

 

 

Total expense

         2,057   

Less historical interest expense

         (2,156
      

 

 

 

Total interest expense adjustment

       $ (99
      

 

 

 

The LIBOR rate at July 15, 2011 was 0.25% and the EURIBOR rate at July 15, 2011 was 1.00%. An increase of 0.125% in the interest rates of our floating rate debt would increase our annual pro forma interest expense by approximately $103.

 

(o) For purposes of these unaudited pro forma condensed combined financial statements, we used tax rates effective in the jurisdictions to which these adjustments apply. These rates may change as we perform a complete tax analysis.

 

(p) On March 30, 2011 we sold 7,000 shares of our Series C Convertible Preferred Stock (“Convertible Preferred Stock”) to fund a portion of the Acquisition. The Convertible Preferred Stock carries an 8% dividend and is convertible to 4,421,984 shares of our Common Stock. Certain terms of the Convertible Preferred Stock represent embedded derivatives as follows:

 

Description of Embedded Derivative

   Classification    Estimated
Value
 

No acquisition redemption premium

   Liability    $ 700   

No acquisition warrants

   Liability    $ 1,910   

The proceeds from the offering, net of $5,925 in transaction expenses, totaled $64,075 and was allocated to the Preferred Shares and to the embedded derivatives. Upon consummation of the Acquisition, the no acquisition redemption premium and no acquisition warrants expired. The amount recorded for these derivatives resulted in a gain. This gain is reflected in the pro forma condensed combined balance sheet as of March 31, 2011 as an adjustment to total shareholders’ equity, but not reflected in the pro forma condensed combined statements of earnings for the three month period ended March 31, 2011, as it is not expected to have a continuing impact on operations.

 

(q) Represents the payment of the 8% dividend for the Convertible Preferred Stock plus the amortization of the related transaction expenses and amounts allocated to the embedded derivatives using the interest method.

 

8% dividend payable during the first three months

   $ 1,395   

Amortization of transaction expenses and amounts allocated to the embedded derivatives

     1,528   
  

 

 

 

Total

   $ 2,923   
  

 

 

 

 

(r) The adjustment reflects the inclusion of the dilutive effect of stock options outstanding under our stock option plans. These were not included in the diluted weighted average number of shares for the Amerigon three month period since the reported net loss during that period caused the effect of including the option shares to be anti-dilutive. The dilutive weighted average number of shares does not reflect an adjustment for the Series C Convertible Preferred Stock because the effect of their inclusion would be anti-dilutive.