Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | HORIZON GLOBAL CORP | |
Entity Central Index Key | 1,637,655 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 18,131,928 |
Consolidated Balance Sheet Stat
Consolidated Balance Sheet Statement - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 28,130 | $ 5,720 |
Receivables, net of reserves | 73,440 | 63,840 |
Inventories | 113,880 | 123,530 |
Deferred income taxes | 4,840 | 4,840 |
Prepaid expenses and other current assets | 6,610 | 5,690 |
Total current assets | 226,900 | 203,620 |
Property and equipment, net | 46,310 | 55,180 |
Goodwill | 4,420 | 6,580 |
Other intangibles, net | 57,820 | 66,510 |
Other assets | 11,370 | 11,940 |
Total assets | 346,820 | 343,830 |
Current liabilities: | ||
Current maturities, long-term debt | 14,460 | 460 |
Accounts payable | 74,670 | 81,980 |
Accrued liabilities | 38,130 | 37,940 |
Total current liabilities | 127,260 | 120,380 |
Long-term debt | 189,280 | 300 |
Deferred income taxes | 7,290 | 8,970 |
Other long-term liabilities | 19,540 | 25,990 |
Total liabilities | 343,370 | 155,640 |
Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None | 0 | 0 |
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 18,xxx,xxx shares at June 30, 2014 and no shares at December 31, 2013 | 180 | 0 |
Paid-in capital | 480 | 0 |
Parent Company Investment | 0 | 180,800 |
Retained Earnings (Accumulated Deficit) | (180) | 0 |
Accumulated other comprehensive income | 2,970 | 7,390 |
Total shareholders' equity | 3,450 | 188,190 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 346,820 | $ 343,830 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parentheticals - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Receivables, reserves (in dollars) | $ 3.1 | $ 3.2 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, Authorized shares | 100,000,000 | 100,000,000 |
Preferred stock, Issued Shares | 0 | 0 |
Preferred stock, outstanding Shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Authorized shares | 400,000,000 | 400,000,000 |
Common Stock, Issued Shares | 18,128,481 | 0 |
Common Stock, outstanding Shares | 18,128,481 | 0 |
Consolidated Statement of Incom
Consolidated Statement of Income Statement - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net sales | $ 153,340 | $ 157,860 | $ 454,240 | $ 484,210 |
Cost of sales | (115,580) | (119,690) | (343,430) | (363,720) |
Gross profit | 37,760 | 38,170 | 110,810 | 120,490 |
Selling, general and administrative expenses | (29,090) | (30,310) | (91,280) | (93,330) |
Net gain (loss) on dispositions of property and equipment | (60) | 10 | (1,850) | (60) |
Operating profit | 8,610 | 7,870 | 17,680 | 27,100 |
Other expense, net: | ||||
Interest expense | (4,350) | (150) | (4,590) | (510) |
Other expense, net | (1,060) | (810) | (3,030) | (2,290) |
Other expense, net | (5,410) | (960) | (7,620) | (2,800) |
Income before income tax expense | 3,200 | 6,910 | 10,060 | 24,300 |
Income tax expense | 3,150 | (1,700) | (30) | (5,890) |
Net income | $ 6,350 | $ 5,210 | $ 10,030 | $ 18,410 |
Net income per share: | ||||
Basic | $ 0.35 | $ 0.29 | $ 0.55 | $ 1.02 |
Diluted | $ 0.35 | $ 0.29 | $ 0.55 | $ 1.02 |
Weighted average common shares outstanding: | ||||
Weighted average common shares—basic | 18,098,404 | 18,062,027 | 18,073,836 | 18,062,027 |
Weighted average common shares—diluted | 18,215,209 | 18,114,032 | 18,160,858 | 18,113,399 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income | $ 6,350 | $ 5,210 | $ 10,030 | $ 18,410 |
Other comprehensive income | ||||
Foreign currency translation | (5,350) | (5,700) | (9,440) | (2,750) |
Derivative instruments, net of tax | (30) | (180) | (210) | 90 |
Total other comprehensive income (loss) | (5,380) | (5,880) | (9,650) | (2,660) |
Total comprehensive income | $ 970 | $ (670) | $ 380 | $ 15,750 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows Statement - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net income | $ 10,030 | $ 18,410 |
Adjustments to reconcile net income to net cash used for operating activities: | ||
Loss on dispositions of assets | (1,850) | (60) |
Depreciation | 7,580 | 8,830 |
Amortization of intangible assets | 5,540 | 5,730 |
Amortization of Financing Costs and Discounts | 330 | 0 |
Deferred income taxes | (4,620) | (1,100) |
Non-cash compensation expense | 1,750 | 2,410 |
Increase in receivables | (16,120) | (20,040) |
(Increase) decrease in inventories | 5,330 | 10,370 |
(Increase) decrease in prepaid expenses and other assets | (1,910) | 380 |
Increase (decrease) in accounts payable and accrued liabilities | 2,860 | (17,570) |
Other, net | 170 | (700) |
Net cash used for operating activities | 12,790 | 6,780 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (6,400) | (9,450) |
Net proceeds from disposition of assets | 1,770 | 260 |
Net cash used for investing activities | (4,630) | (9,190) |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings on credit facilities | 100,420 | 134,080 |
Repayments of borrowings on credit facilities | (95,420) | (133,130) |
Proceeds from Issuance of Long-term Debt | 192,920 | 0 |
Repayments of borrowings on Term B Loan | (2,500) | 0 |
Proceeds from ABL Revolving Debt, net of issuance costs | 37,900 | 0 |
Repayments of borrowings on Revolving Credit facility | (30,980) | 0 |
Proceeds from Contributions from Parent | 27,630 | 4,700 |
Cash Dividends Paid to Parent Company | (214,500) | 0 |
Net cash provided by financing activities | 15,470 | 5,650 |
Effect of exchange rate changes on cash | (1,220) | (480) |
Increase for the period | 22,410 | 2,760 |
At beginning of period | 5,720 | 7,880 |
At end of period | 28,130 | 10,640 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 3,760 | $ 460 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity Statement - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Former Parent Company Investment [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Beginning Balance at Dec. 31, 2014 | $ 188,190 | $ 0 | $ 0 | $ 180,800 | $ 0 | $ 7,390 |
Net income | 10,030 | 3,680 | 6,350 | |||
Other comprehensive income | (9,650) | (9,650) | ||||
Issuance of common stock | 0 | 180 | (180) | |||
Payments of Distributions from (to) Affiliates | 28,900 | 23,670 | 5,230 | |||
Cash Dividends Paid to Parent Company | (214,500) | (214,500) | ||||
Non-cash compensation | 480 | 480 | ||||
Reclassification of net parent investment to accumulated deficit | 0 | 6,530 | (6,530) | |||
Balances at Sep. 30, 2015 | $ 3,450 | $ 180 | $ 480 | $ 0 | $ (180) | $ 2,970 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation On June 30, 2015, Horizon Global Corporation ("Horizon," "Horizon Global" or the "Company") became an independent company as a result of the distribution by TriMas Corporation ("TriMas" or "former parent") of 100 percent of the outstanding common shares of Horizon Global to TriMas shareholders (the "spin-off"). Each TriMas shareholder of record as of the close of business on June 25, 2015 ("Record Date") received two Horizon Global common shares for every five TriMas common shares held as of the Record Date. The spin-off was completed on June 30, 2015 and was structured to be tax-free to both TriMas and Horizon Global shareholders. On July 1, 2015, Horizon Global common shares began regular trading on the New York Stock Exchange under the ticker symbol "HZN". Pursuant to the separation and distribution agreement with TriMas, on June 30, 2015, the Company paid a cash dividend to TriMas of $214.5 million . Horizon qualifies as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012 ("JOBS Act"), and, therefore, will be subject to reduced reporting requirements. The JOBS Act also provides that an "emerging growth company" can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act"), for complying with new or revised accounting standards. However, the Company has chosen to "opt out" of such extended transition period, and, as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not "emerging growth companies." Section 107 of the JOBS Act provides that the Company's decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Horizon is a global designer, manufacturer and distributor of a wide variety of high quality, custom-engineered towing, trailering, cargo management and other related accessories. These products are designed to support original equipment manufacturers ("OEMs"), original equipment suppliers, aftermarket and retail customers within the agricultural, automotive, construction, horse/livestock, industrial, marine, military, recreational, trailer and utility markets. The Company groups its operating segments into reportable segments by the region in which sales and manufacturing efforts are focused. The Company's reportable segments are Cequent Americas and Cequent APEA. See Note 9 , " Segment Information ," for further information on each of the Company's reportable segments. The accompanying combined financial statements for periods prior to the separation are derived from TriMas' historical accounting records on a carve-out basis. For the quarter subsequent to the separation, the condensed consolidated financial statements are derived from the historical accounting records of Horizon on a stand-alone basis. As such, the interim condensed consolidated statement of income, condensed consolidated statement of comprehensive income (loss) and condensed consolidated statement of cash flows for the nine months ended September 30, 2015 consist of the consolidated results of Horizon on a stand-alone basis for the three months ended September 30, 2015, and the combined results of operations of Horizon's reportable segments as historically managed under TriMas, on a carve-out basis, for the six months ended June 30, 2015. The combined financial statements as of December 31, 2014 and for the three and nine months ended September 30, 2014 consist entirely of the results of Horizon as historically managed under TriMas, on a carve-out basis. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. You should read these statements in conjunction with our audited combined financial statements as of December 31, 2014 and related notes thereto included in our Registration Statement on Form S-1 ("Registration Statement"). It is management's opinion that these financial statements contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. The Company's condensed consolidated financial statements may not be indicative of the Company's future performance and do not necessarily reflect what the results of operations, financial position, and cash flows would have been had it been operated as a stand alone company during the periods presented. Furthermore, results of operations for interim periods are not necessarily indicative of results for the full year. For periods prior to the separation, the combined financial statements include expense allocations for certain functions provided by our former parent; however, the allocations may not reflect the expenses the Company would have incurred as an independent, publicly traded company for the periods presented. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue or headcount. The Company believes these allocations were made on a consistent basis and are reasonable. Going forward, these functions will be performed using internal resources or purchased services, some of which may be provided by our former parent as a part of a transition services agreement. The condensed consolidated financial statements also include certain assets and liabilities that have historically been held at the parent corporate level. These assets and liabilities were transferred to the Company as of the date of the spin-off through specific identification and allocation where necessary. Transactions historically treated as intercompany between the Company and our former parent have been included in these condensed consolidated financial statements and were considered effectively settled for cash at the time the transaction was recorded. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-15, "Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements." This ASU adds paragraphs pursuant to the Securities and Exchange Commission's ("SEC") Staff Announcement at the June 18, 2015 Emerging Issues Task Force ("EITF") meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-15 states that given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit. The Company has historically recorded and will continue to record, debt issuance costs as an asset and subsequently amortize the deferred costs over the term of the line-of-credit, with there being no impact on previously issued financial statements. In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 provides that inventory not measured using the last-in, first out ("LIFO") or retail inventory methods should be measured at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory. For public business entities, the amendment is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is in the process of assessing the impact of the adoption of ASC 2015-11 on its condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 provides an amendment to the accounting guidance related to the presentation of debt issuance costs and is effective for fiscal years beginning after December 15, 2015 with early adoption allowed. This guidance is applied retrospectively to all prior periods. Under the new guidance, debt issuance costs related to Term B Loan borrowings are to be presented as a direct reduction from the related debt liability rather than as an asset. The Company adopted ASU 2015-03 in June 2015 and there was no effect to previously issued financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). ASU 2014-09 requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016; however, in August 2015, the FASB approved a one-year deferral of the effective date through the issuance of ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date." The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements. |
Facility Closures and Sale of B
Facility Closures and Sale of Business Restructuring and Related Activities Disclosure (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 3 . Facility Closure Ciudad Juarez, Mexico and El Paso, Texas facilities In July 2015, the Company announced plans to close its manufacturing facility in Ciudad Juarez, Mexico along with its distribution warehouse in El Paso, Texas. The Company plans to complete the move and vacate the Juarez, Mexico and El Paso, Texas sites by March 31, 2016. The Company is party to lease agreements for these facilities for which it has non-cancellable future rental obligations of approximately $4.6 million , for which the Company will establish accruals upon exit of the facilities, net of estimated recoveries. The lease agreements expire in 2019 and 2020, respectively. Most of the manufacturing is being relocated to the Company's existing facilities in Reynosa, Mexico. The distribution operations are moving to a new warehouse facility, also in Reynosa, Mexico. During the three months ended September 30, 2015 , upon completion of negotiations pursuant to a collective bargaining agreement, the Company recorded charges, primarily for severance benefits for its approximately 214 hourly workers to be involuntarily terminated, of approximately $0.9 million , of which approximately $0.8 million is included in cost of sales and approximately $0.1 million is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Also, during the three months ended September 30, 2015 , the Company recorded charges, primarily related to severance benefits for approximately 47 salaried employees to be involuntarily terminated as part of the closure of approximately $0.9 million , of which approximately $0.7 million is included in cost of sales and approximately $0.2 million is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Through September 30, 2015 , the Company paid approximately $0.1 million of the total hourly and salaried severance benefits, with the remainder expected to be paid by mid-2016. In addition, during the three months ended September 30, 2015 , the Company incurred less than $0.1 million of pre-tax non-cash charges related to accelerated depreciation expense as a result of shortening the expected lives on certain machinery, equipment and leasehold improvement assets that the Company will no longer utilize following the facility closure. Goshen, Indiana facility In November 2012, the Company announced plans to close its manufacturing facility in Goshen, Indiana, moving production from Goshen to lower-cost manufacturing facilities during 2013. The Company completed the move and ceased operations in Goshen during the fourth quarter of 2013. During 2013, the Company recorded charges, primarily for severance benefits for its approximately 350 union hourly workers to be involuntarily terminated, of approximately $4.0 million . Additionally, during 2012, the Company recorded charges of approximately $1.2 million , primarily for severance benefits for salaried employees to be involuntarily terminated as part of the closure. Through September 30, 2014, the hourly and salary benefits had been fully paid, with approximately $1.1 million being paid during the nine months ended September 30, 2014 . |
Arminak & Associates
Arminak & Associates | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 4 . Acquisitions |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are summarized as follows: Cequent Americas Cequent APEA Total (dollars in thousands) Balance, December 31, 2014 $ 6,580 $ — $ 6,580 Foreign currency translation and other (2,160 ) — (2,160 ) Balance, September 30, 2015 $ 4,420 $ — $ 4,420 The gross carrying amounts and accumulated amortization of the Company's other intangibles as of September 30, 2015 and December 31, 2014 are summarized below. The Company amortizes these assets over periods ranging from 3 to 25 years. As of September 30, 2015 As of December 31, 2014 Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (dollars in thousands) Finite-lived intangible assets: Customer relationships, 5 – 12 years $ 32,480 $ (26,520 ) $ 34,170 $ (26,190 ) Customer relationships, 15 – 25 years 105,380 (76,700 ) 105,380 (72,250 ) Total customer relationships 137,860 (103,220 ) 139,550 (98,440 ) Technology and other, 3 – 15 years 14,520 (14,050 ) 14,600 (13,910 ) Total finite-lived intangible assets 152,380 (117,270 ) 154,150 (112,350 ) Trademark/Trade names, indefinite-lived 22,710 — 24,710 — Total other intangible assets $ 175,090 $ (117,270 ) $ 178,860 $ (112,350 ) Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of income is summarized as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (dollars in thousands) Technology and other, included in cost of sales $ 40 $ 60 $ 160 $ 190 Customer relationships, included in selling, general and administrative expenses 1,780 1,860 5,380 5,540 Total amortization expense $ 1,820 $ 1,920 $ 5,540 $ 5,730 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: September 30, December 31, (dollars in thousands) Finished goods $ 80,980 $ 89,550 Work in process 6,070 6,810 Raw materials 26,830 27,170 Total inventories $ 113,880 $ 123,530 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following components: September 30, December 31, (dollars in thousands) Land and land improvements $ — $ 290 Buildings 8,060 9,250 Machinery and equipment 96,570 118,460 104,630 128,000 Less: Accumulated depreciation 58,320 72,820 Property and equipment, net $ 46,310 $ 55,180 Depreciation expense as included in the accompanying condensed consolidated statements of income is as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (dollars in thousands) Depreciation expense, included in cost of sales $ 2,100 $ 2,420 $ 6,360 $ 7,320 Depreciation expense, included in selling, general and administrative expense 400 480 1,220 1,510 Total depreciation expense $ 2,500 $ 2,900 $ 7,580 $ 8,830 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term Debt The Company's long-term debt consists of the following: September 30, December 31, (dollars in thousands) ABL Facility $ 8,500 $ — Term B Loan 190,670 — Bank facilities 4,280 140 Capital leases and other long-term debt 290 620 203,740 760 Less: Current maturities, long-term debt 14,460 460 Long-term debt $ 189,280 $ 300 ABL Facility On June 30, 2015, the Company entered into an asset-based revolving credit facility ("ABL Facility"), which permits the Company and certain of its subsidiaries to make revolving borrowings up to an aggregate principal amount of $85.0 million , subject to availability under a borrowing base, including a $20.0 million letter of credit sub-facility, which matures on June 30, 2020. The Company may increase commitments under the ABL Facility, subject to certain conditions, up to an additional $25.0 million in aggregate. Borrowings under the ABL Facility bear interest, at the Company's election, at either (a) the Base Rate (as defined per the credit agreement, the "Base Rate") plus the Applicable Margin (as defined per the credit agreement "Applicable Margin"), or (b) the London Interbank Offered Rate ("LIBOR") plus the Applicable Margin. All of the indebtedness under the ABL Facility is and will be guaranteed by the Company's existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. The credit agreement contains customary negative covenants, and does not include any financial maintenance covenants other than a springing minimum fixed charge coverage ratio of at least 1.00 to 1.00 on a trailing twelve-month basis, which will be tested only upon the occurrence of an event of default or certain other conditions as specified in the agreement. At September 30, 2015 , the Company was in compliance with its financial covenants contained in the ABL Facility. Debt issuance costs of approximately $1.9 million were incurred in connection with the entry into the ABL Facility. These debt issuance costs will be amortized into interest expense over the contractual term of the loan. The Company recognized $0.1 million related to the amortization of debt issuance costs during the three months ended September 30, 2015, which is included in the accompanying condensed consolidated statements of income. As of September 30, 2015 , there were $1.8 million of unamortized debt issuance costs included in other assets in the accompanying condensed consolidated balance sheet. As of September 30, 2015 , $8.5 million was outstanding under the ABL facility at a weighted average interest rate of 2.68% . Total letters of credit outstanding at September 30, 2015 were $6.4 million . Subject to borrowing base availability, the Company had $70.1 million in available funds from the ABL facility as of September 30, 2015 . Term Loan On June 30, 2015, the Company entered into a term loan agreement ("Term B Loan") under which the Company borrowed an aggregate of $200.0 million , which matures on June 30, 2021. The Term B Loan permits the Company to request incremental term loan facilities, subject to certain conditions, in an aggregate principal amount, together with the aggregate principal amount of incremental equivalent debt incurred by the Company, of up to $25.0 million , plus an additional amount such that the Company's pro forma first lien net leverage ratio (as defined in the term loan agreement) would not exceed 3.50 to 1.00 as a result of the incurrence thereof. Borrowings under the agreement bear interest, at the Company's election, at either (a) the Base Rate plus 5% per annum, or (b) LIBOR plus 6% per annum. Principal payments required under the credit agreement for the Term B Loan Facility are $2.5 million due each calendar quarter beginning September 2015. Commencing with the fiscal year ending December 31, 2016, and for each fiscal year thereafter, the Company will also be required to make prepayments of outstanding amounts under the Term B Loan in an amount equal to 50.0% of the Company's excess cash flow for such fiscal year, as defined in the credit agreement, subject to adjustments based on the Company's leverage ratio and optional prepayments of term loans and certain other indebtedness. All of the indebtedness under the Term B Loan is and will be guaranteed by the Company's existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. The Term B Loan agreement contains customary negative covenants, and also contains a financial maintenance covenant which requires the Company to maintain a net leverage ratio not exceeding, through the fiscal quarter ending September 30, 2016, 5.25 to 1.00 ; through the fiscal quarter ending September 30, 2017, 5.00 to 1.00 ; through the fiscal quarter ending September 30, 2018, 4.75 to 1.00; and thereafter, 4.50 to 1.00 . At September 30, 2015 , the Company was in compliance with its financial covenants contained in the Term B Loan. Debt issuance costs of approximately $3.0 million were incurred in connection with the Term B Loan, along with the original issue discount of $4.0 million . Both the debt issuance costs and the original issue discount will be amortized into interest expense over the term of the Term B Loan Facility. The Company recognized $0.2 million related to the amortization of debt issuance costs and original issue discount during the three and nine months ended September 30, 2015, which is included in the accompanying condensed consolidated statements of income. As of September 30, 2015 , the Company had aggregate principal outstanding of $197.5 million bearing interest at 7.00% , and had $6.8 million of unamortized debt issuance costs and original issue discount, all of which are recorded as a reduction of the debt balance on the Company's condensed consolidated balance sheet. As of September 30, 2015 , the Company's Term B Loan traded at approximately 99.0% of par value. The valuations of the Credit Agreement were determined based on Level 2 inputs under the fair value hierarchy, as defined. Bank facilities In Australia, the Company's subsidiary is party to an approximate $14.0 million revolving debt facility, which matures on November 30, 2015 , is subject to interest at a bank-specified rate plus 1.90% and is secured by substantially all the assets of the subsidiary. As of September 30, 2015 , $4.3 million was outstanding under this agreement, bearing interest at 4.0% . No amounts were outstanding as of December 31, 2014 . In May 2014, the Company's Dutch subsidiary entered into a credit agreement consisting of a $12.5 million uncommitted working capital facility which matured on May 29, 2015 . This facility was subject to interest at LIBOR plus 2.75% per annum and was guaranteed by TriMas. In addition, this Dutch subsidiary was subject to an overdraft facility in conjunction with the uncommitted working capital facility up to $1.0 million , subject to interest at U.S. dollar prime rate plus 0.75% . This facility matured in May 2015 and accordingly no balances were outstanding at September 30, 2015 . As of December 31, 2014 , $0.1 million was outstanding on this facility. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk As of September 30, 2015 , the Company was party to forward contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $9.8 million . The Company uses foreign currency forward contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain payments for contract manufacturing in its lower-cost manufacturing facilities. The foreign currency forward contracts hedge currency exposure between the Mexican peso and the U.S. dollar, the Thai baht and the Australian dollar and the U.S. dollar and the Australian dollar and mature at specified monthly settlement dates through March 2016. At inception, the Company designated the foreign currency forward contracts as cash flow hedges. Upon purchase of certain inventories the Company de-designates the foreign currency forward contract. Financial Statement Presentation As of September 30, 2015 and December 31, 2014 , the fair value carrying amount of the Company's derivative instruments are recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Other assets $ 100 $ — Foreign currency forward contracts Accrued liabilities (370 ) (150 ) Total derivatives designated as hedging instruments (270 ) (150 ) Derivatives not designated as hedging instruments Foreign currency forward contracts Other assets 80 — Foreign currency forward contracts Accrued liabilities (130 ) — Total derivatives not designated as hedging instruments (50 ) — Total derivatives $ (320 ) $ (150 ) The following tables summarize the income (loss) recognized in accumulated other comprehensive income ("AOCI"), the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings as of and for the three and nine months ended September 30, 2015 and 2014 : Amount of Loss Recognized in Amount of Income (Loss) Reclassified Three months ended Nine months ended As of September 30, 2015 As of December 31, 2014 Location of Income (Loss) Reclassified from AOCI into Earnings (Effective Portion) 2015 2014 2015 2014 (dollars in thousands) (dollars in thousands) Derivatives instruments Foreign currency forward contracts $ (280 ) $ (70 ) Cost of sales $ (610 ) $ 150 $ (1,060 ) $ 370 Over the next 12 months , the Company expects to reclassify approximately $0.2 million of pre-tax deferred losses from AOCI to cost of sales as the inventory purchases are settled. Fair Value Measurements The fair value of the Company's derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's foreign currency forward contracts use observable inputs such as forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 are shown below. Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) September 30, 2015 Foreign currency forward contracts Recurring $ (320 ) $ — $ (320 ) $ — December 31, 2014 Foreign currency forward contracts Recurring $ (150 ) $ — $ (150 ) $ — |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Horizon groups its operating segments into reportable segments by the region in which sales and manufacturing efforts are focused. Each operating segment has discrete financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. See below for further information regarding the types of products and services provided within each reportable segment. Cequent Americas - A market leader in the design, manufacture and distribution of a wide variety of high-quality, custom engineered towing, trailering and cargo management products and related accessories. These products are designed to support OEMs, original equipment suppliers, aftermarket and retail customers in the agricultural, automotive, construction, industrial, marine, military, recreational vehicle, trailer and utility end markets. Products include brake controllers, cargo management, heavy-duty towing products, jacks and couplers, protection/securing systems, trailer structural and electrical components, tow bars, vehicle roof racks, vehicle trailer hitches and additional accessories. Cequent APEA - With a product offering similar to Cequent Americas, Cequent APEA focuses its sales and manufacturing efforts in the Asia Pacific, Europe and Africa regions of the world. Segment activity is as follows: Three months ended Nine months ended 2015 2014 2015 2014 (dollars in thousands) Net Sales Cequent Americas $ 116,540 $ 113,580 $ 342,030 $ 356,660 Cequent APEA 36,800 44,280 112,210 127,550 Total $ 153,340 $ 157,860 $ 454,240 $ 484,210 Operating Profit (Loss) Cequent Americas $ 10,700 $ 8,550 $ 24,400 $ 31,100 Cequent APEA 1,730 3,140 5,650 7,770 Corporate expenses (3,820 ) (3,820 ) (12,370 ) (11,770 ) Total $ 8,610 $ 7,870 $ 17,680 $ 27,100 |
Equity Awards
Equity Awards | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Awards | Equity Awards Description of the Plan Prior to the spin-off, certain employees of Horizon participated in the following TriMas equity incentive plans: the 2011 TriMas Corporation Omnibus Incentive Compensation Plan, the TriMas Corporation 2006 Long Term Equity Incentive Plan and the TriMas Corporation 2002 Long Term Equity Incentive Plan (collectively, the "TriMas Plans") and were eligible to receive TriMas stock-based awards including stock options, restricted share awards and performance-based restricted share units. Effective June 30, 2015, Horizon employees and non-employee directors began participating in the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan ("Horizon 2015 Plan"). The Horizon 2015 Plan authorizes the Compensation Committee of the Horizon Board of Directors to grant qualified or non-qualified incentive stock options, stock appreciation rights, stock awards (including restricted stock and restricted stock unit awards), cash incentive awards and performance awards to Horizon employees and non-employee directors. No more than 2.0 million Horizon common shares may be delivered under the Horizon 2015 Plan, with no more than 0.5 million "replacement awards" to former holders of TriMas equity awards under the TriMas Plans. In connection with the spin-off, certain stock compensation awards granted under the TriMas Plans were modified to substitute awards under the Horizon 2015 Plan and adjusted as follows: • with respect to each adjusted stock option award covering Horizon common stock, the per-share exercise price for such award was established so that the award would retain immediately after the spin-off, in the aggregate, the same intrinsic value that the original TriMas stock option award had immediately prior to the spin-off (subject to rounding); • with respect to each adjusted stock option, restricted share, and restricted stock unit award covering Horizon common stock, the number of underlying shares of common stock subject to such award was equitably adjusted so that the award would retain immediately after the spin-off, in the aggregate, the same intrinsic value that the award had immediately prior to the spin-off (subject to rounding); • with respect to any continuous employment requirement associated with any equity incentive awards, such requirement will be satisfied after the spin-off by a Horizon employee based on his or her continuous employment with Horizon; • to the extent any original TriMas equity incentive award is subject to accelerated vesting or exercisability in the event of a "change of control," the corresponding post-spin-off Horizon equity incentive awards will generally accelerate in the same manner in the event of a change of control of Horizon; and • Horizon employees who hold TriMas restricted shares prior to the spin-off will receive no Horizon common stock with respect to such restricted shares (other than the Horizon restricted shares described above) in connection with the distribution of Horizon common stock to TriMas stockholders generally. The modification of the stock compensation awards occurred in conjunction with the distribution of Horizon common shares to TriMas shareholders on the June 30, 2015 after-market distribution. As a result, no grant, exercise or cancellation activity occurred and no additional compensation was recognized as a result of the substitution. Stock Options During the three month period ended September 30, 2015, the Company granted 154,856 stock options to certain key employees, including named executive officers. These stock options have a term of ten years and vest ratably on (i) the first anniversary of the date of grant, (ii) March 1, 2017 and (iii) March 1, 2018. The following table provides the significant assumptions used to calculate the grant date fair market value of options granted using the Black-Scholes option pricing method: August 14, 2015 Grant Weighted-average fair value per option $ 4.41 Exercise price $ 11.02 Risk-free interest rate 1.79 % Dividend yield 0 % Expected stock volatility 39.54 % Expected life (years) 5.85 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The expected term was determined using the simplified method as described in Staff Accounting Bulletin Topic 14: "Share-Based Payment", because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term . In the absence of adequate stock price history of Horizon common stock, the expected volatility related to stock option awards granted subsequent to the spin-off is based on the historical volatility of a selected group of peer companies' stock. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following table summarizes Horizon stock option activity from the first grant date of June 30, 2015 to September 30, 2015: Number of Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 9,299 $ 3.69 Granted 154,856 11.02 Exercised 6,569 0.53 Canceled, forfeited — — Expired — — Outstanding at September 30, 2015 157,586 $ 11.02 9.8 $ 54,457 As of September 30, 2015 , there were $0.6 million in unrecognized compensation costs related to stock options that is expected to be recognized over a weighted-average period of 1.6 years. There were no unrecognized compensation costs related to stock options for the three and nine months ended September 30, 2014 . The Company recognized approximately $0.1 million of stock-based compensation expense related to stock options during the three and nine months ended September 30, 2015 . The Company recognized no compensation expense for the three and nine months ended September 30, 2014 . Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Restricted Shares In August 2015, the Company granted 205,922 restricted shares to certain key employees and non-employee directors. The total grant consisted of 32,180 restricted shares that vest on May 1, 2016, 20,884 restricted shares that vest on March 5, 2017 and 152,858 restricted shares that vest on July 1, 2018 . The grant date fair value of r estricted shares is expensed on a straight-line basis over the vesting period. Restricted share fair values are based on the closing trading price of the Company's common stock on the date of grant. Changes in the number of restricted shares outstanding for the period ended September 30, 2015 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at June 30, 2015 229,046 $ 16.05 Granted 205,922 11.02 Vested (2,520 ) 7.49 Canceled, forfeited (63,042 ) 16.67 Outstanding at September 30, 2015 369,406 $ 13.20 As of September 30, 2015 , there were $3.1 million in unrecognized compensation costs related to unvested restricted shares that is expected to be recognized over a weighted-average period of 2.2 years. The Company recognized approximately $0.4 million and $0.8 million of stock-based compensation expense related to restricted shares during the three months ended September 30, 2015 and 2014 , respectively, and $1.7 million and $2.4 million for the nine months ended September 30, 2015 and 2014, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share On June 30, 2015, approximately 18.1 million common shares of Horizon Global were distributed to TriMas shareholders in conjunction with the spin-off. For comparative purposes, and to provide a more meaningful calculation for weighted average shares, this amount was assumed to be outstanding as of the beginning of each period presented in the calculation of basic weighted average shares. Diluted earnings per share are calculated to give effect to stock options and restricted shares outstanding during each period. The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 : Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (dollars in thousands, except for per share amounts) Numerator: Net income for basic and diluted earnings per share $ 6,350 $ 5,210 $ 10,030 $ 18,410 Denominator: Weighted average shares outstanding, basic 18,098,404 18,062,027 18,073,836 18,062,027 Dilutive effect of stock-based awards 116,805 52,005 87,022 51,372 Weighted average shares outstanding, diluted 18,215,209 18,114,032 18,160,858 18,113,399 Basic earnings per share $ 0.35 $ 0.29 $ 0.55 $ 1.02 Diluted earnings per share $ 0.35 $ 0.29 $ 0.55 $ 1.02 |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2015 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Defined Benefit Plans | Benefit Plans The Company's domestic salaried and hourly employees participate in a defined contribution profit sharing plan sponsored by TriMas and reimbursed by Horizon. The plan contains both contributory and noncontributory profit sharing arrangements, as defined. Aggregate charges included in the accompanying condensed consolidated statements of income under this plan were approximately $0.4 million for each of the three months ended September 30, 2015 and 2014 and $1.2 million for each of the nine months ended September 30, 2015 and 2014 . |
Other Comprehensive Income (Not
Other Comprehensive Income (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Other Comprehensive Income [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | 13 . Other Comprehensive Income Changes in AOCI by component for the nine months ended September 30, 2015 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (70 ) $ 7,460 $ 7,390 Net transfer from former parent — 5,230 5,230 Net unrealized losses arising during the period (a) (1,570 ) (9,440 ) (11,010 ) Less: Net realized losses reclassified to net income (b) (1,360 ) — (1,360 ) Net current-period change (210 ) (4,210 ) (4,420 ) Balance, September 30, 2015 $ (280 ) $ 3,250 $ 2,970 __________________________ (a) Derivative instruments, net of income tax benefit of $0.3 million . See Note 8 , " Derivative Instruments ," for further details. (b) Derivative instruments, net of income tax benefit of $0.3 million . See Note 8 , " Derivative Instruments ," for further details. Changes in AOCI by component for the nine months ended September 30, 2014 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2013 $ — $ 14,700 $ 14,700 Net unrealized gains (losses) arising during the period (a) 440 (2,750 ) (2,310 ) Less: Net realized gains reclassified to net income (b) 350 — 350 Net current-period change 90 (2,750 ) (2,660 ) Balance, September 30, 2014 $ 90 $ 11,950 $ 12,040 __________________________ (a) Derivative instruments, net of income tax expense of $60 thousand . See Note 8 , " Derivative Instruments ," for further details. (b) Derivative instruments, net of income tax expense of $20 thousand . See Note 8 , " Derivative Instruments, " for further details. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At the end of each interim reporting period, the Company makes an estimate of the annual effective income tax rate. Tax items included in the annual effective income tax rate are pro-rated for the full year and tax items discrete to a specific quarter are included in the effective income tax rate for that quarter. The estimate used in providing for income taxes on a year-to-date basis may change in subsequent interim periods. The effective income tax rate was (98.4)% and 24.6% for the three months ended September 30, 2015 and 2014 , respectively, and 0.3% and 24.2% for the nine months ended September 30, 2015 and 2014 , respectively. The lower effective tax rate for the three and nine month periods ended September 30, 2015 is primarily driven by the Company recording approximately $3.3 million of a tax benefit due to the reversal of certain unrecognized tax contingencies, as a result of the expiration of the statute of limitations. Additionally, the overall effective tax rate for the period was reduced by the recognition of benefits associated with losses in certain jurisdictions with higher statutory tax rates. During the nine months ended September 30, 2015 and 2014 , cash paid for domestic taxes was approximately $2.0 million and $6.7 million , respectively, which was paid by our former parent company. The Company paid cash for foreign taxes of $1.8 million and $2.3 million during the nine months ended September 30, 2015 and 2014 , respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Open. |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are summarized as follows: Cequent Americas Cequent APEA Total (dollars in thousands) Balance, December 31, 2014 $ 6,580 $ — $ 6,580 Foreign currency translation and other (2,160 ) — (2,160 ) Balance, September 30, 2015 $ 4,420 $ — $ 4,420 |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company's other intangibles as of September 30, 2015 and December 31, 2014 are summarized below. The Company amortizes these assets over periods ranging from 3 to 25 years. As of September 30, 2015 As of December 31, 2014 Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (dollars in thousands) Finite-lived intangible assets: Customer relationships, 5 – 12 years $ 32,480 $ (26,520 ) $ 34,170 $ (26,190 ) Customer relationships, 15 – 25 years 105,380 (76,700 ) 105,380 (72,250 ) Total customer relationships 137,860 (103,220 ) 139,550 (98,440 ) Technology and other, 3 – 15 years 14,520 (14,050 ) 14,600 (13,910 ) Total finite-lived intangible assets 152,380 (117,270 ) 154,150 (112,350 ) Trademark/Trade names, indefinite-lived 22,710 — 24,710 — Total other intangible assets $ 175,090 $ (117,270 ) $ 178,860 $ (112,350 ) |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of income is summarized as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (dollars in thousands) Technology and other, included in cost of sales $ 40 $ 60 $ 160 $ 190 Customer relationships, included in selling, general and administrative expenses 1,780 1,860 5,380 5,540 Total amortization expense $ 1,820 $ 1,920 $ 5,540 $ 5,730 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following components: September 30, December 31, (dollars in thousands) Finished goods $ 80,980 $ 89,550 Work in process 6,070 6,810 Raw materials 26,830 27,170 Total inventories $ 113,880 $ 123,530 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following components: September 30, December 31, (dollars in thousands) Land and land improvements $ — $ 290 Buildings 8,060 9,250 Machinery and equipment 96,570 118,460 104,630 128,000 Less: Accumulated depreciation 58,320 72,820 Property and equipment, net $ 46,310 $ 55,180 |
Depreciation Expense | Depreciation expense as included in the accompanying condensed consolidated statements of income is as follows: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (dollars in thousands) Depreciation expense, included in cost of sales $ 2,100 $ 2,420 $ 6,360 $ 7,320 Depreciation expense, included in selling, general and administrative expense 400 480 1,220 1,510 Total depreciation expense $ 2,500 $ 2,900 $ 7,580 $ 8,830 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's long-term debt consists of the following: September 30, December 31, (dollars in thousands) ABL Facility $ 8,500 $ — Term B Loan 190,670 — Bank facilities 4,280 140 Capital leases and other long-term debt 290 620 203,740 760 Less: Current maturities, long-term debt 14,460 460 Long-term debt $ 189,280 $ 300 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of September 30, 2015 and December 31, 2014 , the fair value carrying amount of the Company's derivative instruments are recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Other assets $ 100 $ — Foreign currency forward contracts Accrued liabilities (370 ) (150 ) Total derivatives designated as hedging instruments (270 ) (150 ) Derivatives not designated as hedging instruments Foreign currency forward contracts Other assets 80 — Foreign currency forward contracts Accrued liabilities (130 ) — Total derivatives not designated as hedging instruments (50 ) — Total derivatives $ (320 ) $ (150 ) |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | nine months ended September 30, 2015 and 2014 : Amount of Loss Recognized in Amount of Income (Loss) Reclassified Three months ended Nine months ended As of September 30, 2015 As of December 31, 2014 Location of Income (Loss) Reclassified from AOCI into Earnings (Effective Portion) 2015 2014 2015 2014 (dollars in thousands) (dollars in thousands) Derivatives instruments Foreign currency forward contracts $ (280 ) $ (70 ) Cost of sales $ (610 ) $ 150 $ (1,060 ) $ 370 |
Fair Value Measurements, Recurring and Nonrecurring | Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 are shown below. Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) September 30, 2015 Foreign currency forward contracts Recurring $ (320 ) $ — $ (320 ) $ — December 31, 2014 Foreign currency forward contracts Recurring $ (150 ) $ — $ (150 ) $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment activity is as follows: Three months ended Nine months ended 2015 2014 2015 2014 (dollars in thousands) Net Sales Cequent Americas $ 116,540 $ 113,580 $ 342,030 $ 356,660 Cequent APEA 36,800 44,280 112,210 127,550 Total $ 153,340 $ 157,860 $ 454,240 $ 484,210 Operating Profit (Loss) Cequent Americas $ 10,700 $ 8,550 $ 24,400 $ 31,100 Cequent APEA 1,730 3,140 5,650 7,770 Corporate expenses (3,820 ) (3,820 ) (12,370 ) (11,770 ) Total $ 8,610 $ 7,870 $ 17,680 $ 27,100 |
Equity Awards (Tables)
Equity Awards (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table provides the significant assumptions used to calculate the grant date fair market value of options granted using the Black-Scholes option pricing method: August 14, 2015 Grant Weighted-average fair value per option $ 4.41 Exercise price $ 11.02 Risk-free interest rate 1.79 % Dividend yield 0 % Expected stock volatility 39.54 % Expected life (years) 5.85 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes Horizon stock option activity from the first grant date of June 30, 2015 to September 30, 2015: Number of Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2015 9,299 $ 3.69 Granted 154,856 11.02 Exercised 6,569 0.53 Canceled, forfeited — — Expired — — Outstanding at September 30, 2015 157,586 $ 11.02 9.8 $ 54,457 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | . The total grant consisted of 32,180 restricted shares that vest on May 1, 2016, 20,884 restricted shares that vest on March 5, 2017 and 152,858 restricted shares that vest on July 1, 2018 . The grant date fair value of r estricted shares is expensed on a straight-line basis over the vesting period. Restricted share fair values are based on the closing trading price of the Company's common stock on the date of grant. Changes in the number of restricted shares outstanding for the period ended September 30, 2015 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at June 30, 2015 229,046 $ 16.05 Granted 205,922 11.02 Vested (2,520 ) 7.49 Canceled, forfeited (63,042 ) 16.67 Outstanding at September 30, 2015 369,406 $ 13.20 |
Earnings per Share Earnings per
Earnings per Share Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 : Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (dollars in thousands, except for per share amounts) Numerator: Net income for basic and diluted earnings per share $ 6,350 $ 5,210 $ 10,030 $ 18,410 Denominator: Weighted average shares outstanding, basic 18,098,404 18,062,027 18,073,836 18,062,027 Dilutive effect of stock-based awards 116,805 52,005 87,022 51,372 Weighted average shares outstanding, diluted 18,215,209 18,114,032 18,160,858 18,113,399 Basic earnings per share $ 0.35 $ 0.29 $ 0.55 $ 1.02 Diluted earnings per share $ 0.35 $ 0.29 $ 0.55 $ 1.02 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Other Comprehensive Income [Abstract] | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component for the nine months ended September 30, 2015 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (70 ) $ 7,460 $ 7,390 Net transfer from former parent — 5,230 5,230 Net unrealized losses arising during the period (a) (1,570 ) (9,440 ) (11,010 ) Less: Net realized losses reclassified to net income (b) (1,360 ) — (1,360 ) Net current-period change (210 ) (4,210 ) (4,420 ) Balance, September 30, 2015 $ (280 ) $ 3,250 $ 2,970 __________________________ (a) Derivative instruments, net of income tax benefit of $0.3 million . See Note 8 , " Derivative Instruments ," for further details. | Changes in AOCI by component for the nine months ended September 30, 2014 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2013 $ — $ 14,700 $ 14,700 Net unrealized gains (losses) arising during the period (a) 440 (2,750 ) (2,310 ) Less: Net realized gains reclassified to net income (b) 350 — 350 Net current-period change 90 (2,750 ) (2,660 ) Balance, September 30, 2014 $ 90 $ 11,950 $ 12,040 __________________________ (a) Derivative instruments, net of income tax expense of $60 thousand . See Note 8 , " Derivative Instruments ," for further details |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation - Cequent Spinoff (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jun. 25, 2015 | |
Basis of Presentation [Abstract] | ||||
Number of TriMas shares per one Horizon share in spinoff | 2.5 | |||
Percent of outstanding shares distributed as of spinoff | 1 | |||
Cash Dividends Paid to Parent Company | $ (214,500) | $ 0 |
Facility Closures and Sale of34
Facility Closures and Sale of Business - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2012USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Future rental obligations | $ 4.6 | |||
Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Payments for Postemployment Benefits | 0.1 | |||
Restructuring and Related Cost, Accelerated Depreciation | $ 0 | |||
Facility Closing Goshen [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of employees terminated | 350 | |||
Severance Costs | $ 1.2 | $ 4 | ||
Payments for Postemployment Benefits | $ 1.1 | |||
Hourly Employees [Member] | Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of employees terminated | 214 | |||
Severance Costs | $ 0.9 | |||
Hourly Employees [Member] | Cost of Sales [Member] | Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | 0.8 | |||
Hourly Employees [Member] | Selling, General and Administrative [Member] | Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ 0.1 | |||
Salaried Employees [Member] | Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of employees terminated | 47 | |||
Severance Costs | $ 0.9 | |||
Salaried Employees [Member] | Cost of Sales [Member] | Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | 0.7 | |||
Salaried Employees [Member] | Selling, General and Administrative [Member] | Facility Closing Juarez [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ 0.2 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets Goodwill Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance, beginning | $ 6,580 |
Goodwill, Translation and Purchase Accounting Adjustments | (2,160) |
Balance, ending | 4,420 |
Cequent Americas [Member] | |
Goodwill [Roll Forward] | |
Balance, beginning | 6,580 |
Goodwill, Translation and Purchase Accounting Adjustments | (2,160) |
Balance, ending | 4,420 |
Cequent Asia Pacific Europe Africa [Member] | |
Goodwill [Roll Forward] | |
Balance, beginning | 0 |
Goodwill, Translation and Purchase Accounting Adjustments | 0 |
Balance, ending | $ 0 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets Schedule of Intangible Assets (excluding Goodwill) by Major Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 152,380 | $ 154,150 |
Finite-lived intangible assets, accumulated amortization | (117,270) | (112,350) |
Intangible Assets, Gross (Excluding Goodwill) | 175,090 | 178,860 |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 22,710 | 24,710 |
Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 137,860 | 139,550 |
Finite-lived intangible assets, accumulated amortization | (103,220) | (98,440) |
Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 32,480 | 34,170 |
Finite-lived intangible assets, accumulated amortization | (26,520) | (26,190) |
Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 105,380 | 105,380 |
Finite-lived intangible assets, accumulated amortization | (76,700) | (72,250) |
Useful Life Three to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 14,520 | 14,600 |
Finite-lived intangible assets, accumulated amortization | $ (14,050) | $ (13,910) |
Minimum [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 3 years | |
Minimum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 5 years | |
Minimum [Member] | Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 15 years | |
Minimum [Member] | Useful Life Three to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 3 years | |
Maximum [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 25 years | |
Maximum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 12 years | |
Maximum [Member] | Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 25 years | |
Maximum [Member] | Useful Life Three to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 15 years |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,820 | $ 1,920 | $ 5,540 | $ 5,730 |
Cost of Sales [Member] | Technology and Other [Member] | ||||
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 40 | 60 | 160 | 190 |
Selling, General and Administrative Expenses [Member] | Customer Relationships [Member] | ||||
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,780 | $ 1,860 | $ 5,380 | $ 5,540 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 80,980 | $ 89,550 |
Work in process | 6,070 | 6,810 |
Raw materials | 26,830 | 27,170 |
Total inventories | $ 113,880 | $ 123,530 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 104,630 | $ 128,000 |
Less: Accumulated depreciation | 58,320 | 72,820 |
Property and equipment, net | 46,310 | 55,180 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 0 | 290 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,060 | 9,250 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 96,570 | $ 118,460 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Depreciation Expense [Line Items] | ||||
Depreciation expense | $ 2,500 | $ 2,900 | $ 7,580 | $ 8,830 |
Cost of Sales [Member] | ||||
Depreciation Expense [Line Items] | ||||
Depreciation expense | 2,100 | 2,420 | 6,360 | 7,320 |
Selling, General and Administrative Expenses [Member] | ||||
Depreciation Expense [Line Items] | ||||
Depreciation expense | $ 400 | $ 480 | $ 1,220 | $ 1,510 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 203,740 | $ 760 |
Current maturities, debt | 14,460 | 460 |
Long-term debt | 189,280 | 300 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 8,500 | 0 |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 190,670 | 0 |
Bank Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 4,280 | 140 |
Capital Leases and other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 290 | $ 620 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) $ in Millions | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Incremental debt commitments capacity | $ 25 | $ 25 | |
Fixed Charge Coverage Ratio | 1 | 1 | |
Debt Issuance Cost | $ 1.9 | ||
Amortization of debt issuance costs | $ 0.1 | $ 0.1 | |
Unamortized Debt Issuance Costs | 1.8 | 1.8 | |
Revolving Credit Facility, Amount Outstanding | $ 8.5 | $ 8.5 | |
Revolving Credit Facility, Weighted Average Interest Rate (as a percent) | 2.68% | 2.68% | |
Total amount of letters of credit outstanding | $ 6.4 | $ 6.4 | |
Revolving Credit Facility, Remaining Borrowing Capacity | 70.1 | 70.1 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 85 | 85 | |
Letters of Credit, Maximum Borrowing Capacity | $ 20 | $ 20 |
Long-term Debt - U.S. Bank Debt
Long-term Debt - U.S. Bank Debt (Details) $ in Millions | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($)Rate | Sep. 30, 2015USD ($)Rate |
Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value, % of par value | Rate | 99.90% | 99.90% | |
Debt Instrument, Face Amount | $ 200 | $ 200 | |
Incremental debt commitments capacity | $ 25 | $ 25 | |
Net leverage ratio | 3.50 | 3.50 | |
Debt Instrument, Periodic Payment, Principal | $ 2.5 | ||
Percentage of excess cash flow required as a prepayment | 50.00% | ||
Debt Issuance Cost | $ 3 | ||
Debt Instrument, Unamortized Discount | $ 4 | $ 4 | |
Amortization of debt issuance costs | $ 0.2 | $ 0.1 | |
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | 7.00% | |
Unamortized Debt Issuance Costs and Discount | $ 6.8 | $ 6.8 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value, % of par value | Rate | 99.90% | 99.90% | |
Incremental debt commitments capacity | $ 25 | $ 25 | |
Debt Issuance Cost | $ 1.9 | ||
Amortization of debt issuance costs | $ 0.1 | $ 0.1 | |
Through September 30, 2016 [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 5.25 | 5.25 | |
Through September 30, 2017 [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 5 | 5 | |
Through September 30, 2018 [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 4.75 | 4.75 | |
Thereafter [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 4.50 | 4.50 | |
Base Rate [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | ||
London Interbank Offered Rate (LIBOR) [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 6.00% |
Long-term Debt - Non-U.S. Bank
Long-term Debt - Non-U.S. Bank Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Australia Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 14,000,000 | $ 14,000,000 | ||
Debt Instrument, Maturity Date | Nov. 30, 2015 | |||
Foreign Debt, Amount Outstanding | $ 4,300,000 | $ 4,300,000 | $ 0 | |
Short-term Debt, Weighted Average Interest Rate (as a percent) | 4.00% | 4.00% | ||
Bank-Specified Rate [Member] | Australia Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | |||
Dutch Credit Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,500,000 | |||
Debt Instrument, Maturity Date | May 29, 2015 | |||
Foreign Debt, Amount Outstanding | $ 0 | $ 0 | $ 100,000 | |
Overdraft Facility | $ 1,000,000 | |||
Dutch Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||
Dutch Credit Facility [Member] | Prime Rate [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) $ in Millions | Sep. 30, 2015USD ($) |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | March 2016 Maturity [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 9.8 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Position (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | $ (320) | $ (150) |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | (270) | (150) |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | (50) | 0 |
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 100 | 0 |
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (370) | (150) |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 80 | 0 |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ (130) | $ 0 |
Derivative Instruments - Desi47
Derivative Instruments - Designated as hedging, Financial Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | $ (280) | $ 90 | $ (280) | $ 90 | $ (70) | $ 0 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (280) | (280) | $ (70) | |||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Cost of Sales [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ (610) | $ 150 | $ (1,060) | $ 370 |
Derivative Instruments - Desi48
Derivative Instruments - Designated as hedging, Financial Performance Narrative (Details) - Designated as Hedging Instrument [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Gain (Loss) Reclassification from AOCI into Earnings, Estimate of Time to Transfer | 12 months |
Cost of Sales [Member] | Foreign Exchange Contract [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Amount of gain (loss) expected to be reclassified from AOCI into Earnings | $ 0.2 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Measurements (Details) - Foreign Exchange Contract [Member] - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ (320) | $ (150) |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (320) | (150) |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 153,340 | $ 157,860 | $ 454,240 | $ 484,210 |
Operating profit (loss) | 8,610 | 7,870 | 17,680 | 27,100 |
Cequent Asia Pacific Europe Africa [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 116,540 | 113,580 | 342,030 | 356,660 |
Operating profit (loss) | 10,700 | 8,550 | 24,400 | 31,100 |
Cequent Americas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 36,800 | 44,280 | 112,210 | 127,550 |
Operating profit (loss) | 1,730 | 3,140 | 5,650 | 7,770 |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating profit (loss) | $ (3,820) | $ (3,820) | $ (12,370) | $ (11,770) |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 154,856 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months 26 days | |||
Term (in years) | 10 years | |||
Horizon 2015 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 2,000,000 | 2,000,000 | ||
Number of shares authorized to be offered to replace shares currently held under TriMas Plans | 500,000 | 500,000 | ||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | $ 600,000 | $ 0 | $ 600,000 | $ 0 |
Allocated Share-based Compensation Expense | $ 100,000 | $ 0 | $ 100,000 | $ 0 |
Equity Awards - Fair Value Assu
Equity Awards - Fair Value Assumptions (Details) - $ / shares | Aug. 14, 2015 | Sep. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in usd per share) | $ 11.02 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average fair value per option (in usd per share) | $ 4.41 | |
Exercise price (in usd per share) | $ 11.02 | |
Risk-free interest rate (as a percent) | 1.79% | |
Dividend yield (as a percent) | 0.00% | |
Expected stock volatility (as a percent) | 39.54% | |
Expected life (years) | 5 years 10 months 6 days |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) | 3 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | 9,299 |
Granted (in shares) | 154,856 |
Exercised (in shares) | 6,569 |
Canceled, forfeited (in shares) | 0 |
Expired (in shares) | 0 |
Ending balance (in shares) | 157,586 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance (in usd per share) | $ / shares | $ 3.69 |
Granted (in usd per share) | $ / shares | 11.02 |
Exercised (in usd per share) | $ / shares | 0.53 |
Canceled, forfeited (in usd per share) | $ / shares | 0 |
Expired (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | $ 11.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |
Average Remaining Contractual Life (Years) | 9 years 9 months 18 days |
Aggregate Intrinsic Value | $ | $ 54,457 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) - Restricted Shares [Member] - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 205,922 | 205,922 | |||
Unrecognized compensation cost | $ 3.1 | $ 3.1 | |||
Weighted-average period for recognition of the unrecognized unvested restricted shares-based compensation expense | 2 years 2 months 12 days | ||||
Restricted shares-based compensation expense | $ 0.4 | $ 0.8 | $ 1.7 | $ 2.4 | |
Vest on May 1, 2016 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 32,180 | ||||
Vest on March 5, 2017 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 20,884 | ||||
Vest on July 1, 2018 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 152,858 |
Equity Awards - Restricted Sh55
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] - $ / shares | 1 Months Ended | 9 Months Ended |
Aug. 31, 2015 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 229,046 | |
Granted (in shares) | 205,922 | 205,922 |
Vested (in shares) | (2,520) | |
Canceled, forfeited (in shares) | (63,042) | |
Ending balance (in shares) | 369,406 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Beginning balance (in usd per share) | $ 16.05 | |
Granted (in usd per share) | 11.02 | |
Vested (in usd per share) | 7.49 | |
Canceled, forfeited (in usd per share) | 16.67 | |
Ending balance (in usd per share) | $ 13.20 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||||||
Common Stock, Issued Shares | 18,128,481 | 18,128,481 | 18,062,027 | 0 | ||
Net income for basic and diluted earnings per share | $ 6,350 | $ 5,210 | $ 10,030 | $ 18,410 | ||
Weighted average shares outstanding, basic (in shares) | 18,098,404 | 18,062,027 | 18,073,836 | 18,062,027 | ||
Dilutive effect of stock-based awards (in shares) | 116,805 | 52,005 | 87,022 | 51,372 | ||
Weighted average shares outstanding, diluted (in shares) | 18,215,209 | 18,114,032 | 18,160,858 | 18,113,399 | ||
Basic earnings per share (in usd per share) | $ 0.35 | $ 0.29 | $ 0.55 | $ 1.02 | ||
Diluted earnings per share (in usd per share) | $ 0.35 | $ 0.29 | $ 0.55 | $ 1.02 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Benefit Plans Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Cost Recognized | $ 0.4 | $ 0 | $ 1.2 | $ 0 |
Other Comprehensive Income - (D
Other Comprehensive Income - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Other Comprehensive Income [Abstract] | ||||||
Other Comprehensive Income from foreign currency Assumed from Separation | $ 5,230,000 | |||||
Other Comprehensive Income Loss Assumed from Separation | 5,230,000 | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax [Abstract] | ||||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (70,000) | $ 0 | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (1,570,000) | [1] | 440,000 | [2] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax | (1,360,000) | [3] | 350,000 | [4] | ||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | $ (30,000) | $ (180,000) | (210,000) | 90,000 | ||
Ending Balance Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (280,000) | 90,000 | (280,000) | 90,000 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Abstract] | ||||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 7,460,000 | 14,700,000 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (9,440,000) | (2,750,000) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment Realized upon Sale or Liquidation, Net of Tax | 0 | 0 | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (4,210,000) | |||||
Ending Balance Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 3,250,000 | 11,950,000 | 3,250,000 | 11,950,000 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | 7,390,000 | 14,700,000 | ||||
Other Comprehensive Income (Loss), Net Unrealized Gains (Losses) Arising During the Period, Net of Tax | (11,010,000) | (2,310,000) | ||||
Other Comprehensive income, Net Realized Gains (Losses) to Net Income | (1,360,000) | 350,000 | ||||
Total other comprehensive income (loss) | (4,420,000) | |||||
Ending Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 2,970,000 | $ 12,040,000 | 2,970,000 | 12,040,000 | ||
Other Comprehensive Income (Loss), Tax [Abstract] | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 300,000 | 100,000 | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax | $ 300,000 | $ 20,000 | ||||
[1] | Derivative instruments, net of income tax benefit of $0.3 million. See Note 8, "Derivative Instruments," for further details. | |||||
[2] | Derivative instruments, net of income tax expense of $60 thousand. See Note 8, "Derivative Instruments," for further details | |||||
[3] | Derivative instruments, net of income tax benefit of $0.3 million. See Note 8, "Derivative Instruments," for further details | |||||
[4] | Derivative instruments, net of income tax expense of $20 thousand. See Note 8, "Derivative Instruments," for further details. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of taxes paid by jurisdiction [Line Items] | ||||
Effective Income Tax Rate (as a percent) | (98.40%) | 24.60% | 0.30% | 24.20% |
Other Tax Expense (Benefit) | $ 3.3 | |||
Domestic Tax Authority [Member] | ||||
Schedule of taxes paid by jurisdiction [Line Items] | ||||
Income Taxes Paid | $ 2 | $ 6.7 | ||
Foreign Tax Authority [Member] | ||||
Schedule of taxes paid by jurisdiction [Line Items] | ||||
Income Taxes Paid | $ 1.8 | $ 2.3 |