Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document and Entity Information [Abstract] | ||
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 | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 18,157,891 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 18,710 | $ 23,520 |
Receivables, net of reserves of approximately $2.8 million and $3.0 million as of March 31, 2016 and December 31, 2015, respectively | 86,150 | 63,050 |
Inventories | 115,600 | 119,470 |
Prepaid expenses and other current assets | 7,300 | 5,120 |
Total current assets | 227,760 | 211,160 |
Property and equipment, net | 47,540 | 45,890 |
Goodwill | 4,860 | 4,410 |
Other intangibles, net | 54,700 | 56,020 |
Deferred income taxes | 2,910 | 4,500 |
Other assets | 10,060 | 9,600 |
Total assets | 347,830 | 331,580 |
Current liabilities: | ||
Current maturities, long-term debt | 10,300 | 10,130 |
Accounts payable | 67,620 | 78,540 |
Accrued liabilities | 38,140 | 39,820 |
Total current liabilities | 116,060 | 128,490 |
Long-term debt | 201,460 | 178,610 |
Deferred income taxes | 2,600 | 2,910 |
Other long-term liabilities | 20,950 | 19,570 |
Total liabilities | 341,070 | 329,580 |
Commitments and contingent liabilities | 0 | 0 |
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: 18,157,649 shares at March 31, 2016 and 18,131,865 shares at December 31, 2015 | 180 | 180 |
Paid-in capital | 1,860 | 1,260 |
Retained earnings (accumulated deficit) | 280 | (1,910) |
Accumulated other comprehensive income | 4,440 | 2,470 |
Total shareholders' equity | 6,760 | 2,000 |
Total liabilities and shareholders' equity | $ 347,830 | $ 331,580 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parentheticals - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Receivables, reserves (in dollars) | $ 2.8 | $ 3 |
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 | 18,157,649 | 18,131,865 |
Common Stock, outstanding shares | 18,157,649 | 18,131,865 |
Consolidated Statement of Incom
Consolidated Statement of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 146,110 | $ 142,360 |
Cost of sales | (108,500) | (107,060) |
Gross profit | 37,610 | 35,300 |
Selling, general and administrative expenses | (29,690) | (31,640) |
Net gain (loss) on dispositions of property and equipment | (110) | 50 |
Operating profit | 7,810 | 3,710 |
Other expense, net: | ||
Interest expense | (4,270) | (120) |
Other expense, net | (610) | (1,250) |
Other expense, net | (4,880) | (1,370) |
Income before income tax expense | 2,930 | 2,340 |
Income tax expense | (740) | (860) |
Net income | $ 2,190 | $ 1,480 |
Net income per share: | ||
Net income per share-Basic (in usd per share) | $ 0.12 | $ 0.08 |
Net income per share-Diluted (in usd per share) | $ 0.12 | $ 0.08 |
Weighted average common shares outstanding: | ||
Weighted average common shares-Basic | 18,095,101 | 18,062,027 |
Weighted average common shares-Diluted | 18,231,562 | 18,134,475 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 2,190 | $ 1,480 |
Other comprehensive income | ||
Foreign currency translation | 2,030 | (5,240) |
Derivative instruments | (60) | 100 |
Total other comprehensive income (loss) | 1,970 | (5,140) |
Total comprehensive income (loss) | $ 4,160 | $ (3,660) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,190 | $ 1,480 |
Adjustments to reconcile net income to net cash used for operating activities: | ||
(Gain) loss on dispositions of property and equipment | 110 | (50) |
Depreciation | 2,580 | 2,540 |
Amortization of intangible assets | 1,790 | 1,860 |
Amortization of original issuance discount and debt issuance costs | 460 | 0 |
Deferred income taxes | 1,290 | (530) |
Non-cash compensation expense | 860 | 960 |
Increase in receivables | (21,130) | (21,520) |
(Increase) decrease in inventories | 5,120 | (8,300) |
Increase in prepaid expenses and other assets | (2,140) | (1,000) |
Decrease in accounts payable and accrued liabilities | (14,770) | (2,130) |
Other, net | 60 | (180) |
Net cash used for operating activities | (23,580) | (26,870) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (3,420) | (2,320) |
Net proceeds from disposition of property and equipment | 140 | 120 |
Net cash used for investing activities | (3,280) | (2,200) |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings on credit facilities | 23,400 | 29,930 |
Repayments of borrowings on credit facilities | (23,730) | (30,040) |
Repayments of borrowings on Term B Loan | (2,500) | 0 |
Proceeds from ABL Revolving Debt | 51,700 | 0 |
Repayments of borrowings on ABL Revolving Debt | (26,700) | 0 |
Net transfers from former parent | 0 | 28,610 |
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (260) | 0 |
Net cash provided by financing activities | 21,910 | 28,500 |
Effect of exchange rate changes on cash | 140 | 0 |
Decrease for the period | (4,810) | (570) |
At beginning of period | 23,520 | 5,720 |
At end of period | 18,710 | 5,150 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 3,740 | $ 90 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income [Member] |
Balances at Dec. 31, 2015 | $ 2,000 | $ 180 | $ 1,260 | $ (1,910) | $ 2,470 |
Net income | 2,190 | 2,190 | |||
Other comprehensive income (net of tax) | 1,970 | 1,970 | |||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (260) | (260) | |||
Non-cash compensation expense | 860 | 860 | |||
Balances at Mar. 31, 2016 | $ 6,760 | $ 180 | $ 1,860 | $ 280 | $ 4,440 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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 Horizon North America and Horizon International. See Note 9 , " Segment Information ," for further information on each of the Company's reportable segments. The accompanying condensed consolidated financial statements for periods prior to the spin-off are derived from TriMas' historical accounting records on a carve-out basis. For periods subsequent to the spin-off, the condensed consolidated financial statements are derived from the historical accounting records of Horizon on a stand-alone 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 financial statements in conjunction with our audited consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 . 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 all periods presented. 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 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 of the spin-off. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 simplifies several aspects of share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company is in the process of assessing the impact of the adoption of ASU 2016-09 on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", which supersedes the leases requirements in "Leases (Topic 840)." The objective of ASU 2016-02 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The Company is in the process of assessing the impact of the adoption of ASU 2016-02 on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires companies to present deferred income tax assets and deferred income tax liabilities as non-current in a classified balance sheet instead of the current requirement to separate them into current and non-current amounts. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company early adopted ASU 2015-17 effective December 31, 2015 on a retrospective basis. The impact on our consolidated balance sheets as of March 31, 2016 includes a reclassification of current deferred tax assets to non-current deferred tax assets of $1.1 million and non-current deferred tax liabilities of $4.6 million . The impact of this ASU on our consolidated balance sheets as of December 31, 2015 includes a reclassification of current deferred tax assets to non-current deferred tax assets of $2.6 million and non-current deferred tax liabilities of $3.7 million . Other than these reclassifications, the adoption of ASU 2015-17 did not have a significant impact on our financial position, results of operations or cash flows. In August 2015, the FASB issued 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 ASU 2015-11 on its 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 our term 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 its 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." In March 2016, the FASB issued ASU 2016-08, which provides amendments to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The Company is in the process of assessing the impact of the adoption of ASU 2014-09 on its consolidated financial statements. |
Facility Closures Facility Clos
Facility Closures Facility Closures (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Facility Closure | 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 May 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 third quarter of 2015, the Company recorded charges, primarily for severance benefits for its approximately 214 hourly workers to be involuntarily terminated. These charges were approximately $0.9 million , of which approximately $0.8 million was included in cost of sales and approximately $0.1 million was included in selling, general and administrative expenses. Also, during the third quarter of 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 was included in cost of sales and approximately $0.2 million was included in selling, general and administrative expenses. Through March 31, 2016 , the Company paid approximately $0.4 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 March 31, 2016 , the Company incurred approximately $0.3 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. |
Acquisitions (Notes)
Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 4 . Acquisitions |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 are summarized as follows: Horizon North America Horizon International Total (dollars in thousands) Balance, December 31, 2015 $ — $ 4,410 $ 4,410 Foreign currency translation and other — 450 450 Balance, March 31, 2016 $ — $ 4,860 $ 4,860 The gross carrying amounts and accumulated amortization of the Company's other intangibles as of March 31, 2016 and December 31, 2015 are summarized below. The Company amortizes these assets over periods ranging from three to 25 years. March 31, 2016 December 31, 2015 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 $ 32,860 $ (27,240 ) $ 32,550 $ (26,880 ) Customer relationships, 15 – 25 years 105,380 (79,660 ) 105,380 (78,180 ) Total customer relationships 138,240 (106,900 ) 137,930 (105,060 ) Technology and other, 3 – 15 years 14,510 (14,200 ) 14,480 (14,060 ) Total finite-lived intangible assets 152,750 (121,100 ) 152,410 (119,120 ) Trademark/Trade names, indefinite-lived 23,050 — 22,730 — Total other intangible assets $ 175,800 $ (121,100 ) $ 175,140 $ (119,120 ) Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of income is summarized as follows: Three months ended March 31, 2016 2015 (dollars in thousands) Technology and other, included in cost of sales $ 30 $ 60 Customer relationships, included in selling, general and administrative expenses 1,760 1,800 Total amortization expense $ 1,790 $ 1,860 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: March 31, December 31, (dollars in thousands) Finished goods $ 79,920 $ 83,870 Work in process 7,720 7,080 Raw materials 27,960 28,520 Total inventories $ 115,600 $ 119,470 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following components: March 31, December 31, (dollars in thousands) Buildings $ 8,010 $ 8,330 Machinery and equipment 100,200 95,860 108,210 104,190 Less: Accumulated depreciation 60,670 58,300 Property and equipment, net $ 47,540 $ 45,890 Depreciation expense included in the accompanying condensed consolidated statements of income is as follows: Three months ended March 31, 2016 2015 (dollars in thousands) Depreciation expense, included in cost of sales $ 2,180 $ 2,150 Depreciation expense, included in selling, general and administrative expense 400 390 Total depreciation expense $ 2,580 $ 2,540 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term Debt The Company's long-term debt consists of the following: March 31, December 31, (dollars in thousands) ABL Facility $ 25,000 $ — Term B Loan 186,360 188,520 Capital leases and other long-term debt 400 220 211,760 188,740 Less: Current maturities, long-term debt 10,300 10,130 Long-term debt $ 201,460 $ 178,610 ABL Facility On December 22, 2015, the Company entered into an amended and restated loan agreement among the Company, Cequent Performance Products, Inc. ("Cequent Performance"), Cequent Consumer Products, Inc. ("Cequent Consumer"), Cequent UK Limited, Cequent Towing Products of Canada Ltd., certain other subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as agent for the lenders (the "ABL Loan Agreement"), under which the lenders party thereto agreed to provide the Company and certain of its subsidiaries with a committed asset-based revolving credit facility (the "ABL Facility") providing for revolving loans up to an aggregate principal amount of $99.0 million . The ABL Loan Agreement provides for the increase of the U.S. sub-facility from an aggregate principal amount of $85.0 million to up to $94.0 million (subject to availability under a U.S.-specific borrowing base) (the "U.S. Facility"), and the establishment of two new sub-facilities, (i) a Canadian sub-facility, in an aggregate principal amount of up to $2.0 million (subject to availability under a Canadian-specific borrowing base) (the "Canadian Facility") and (ii) a U.K. sub-facility in an aggregate principal amount of up to $3.0 million (subject to availability under a U.K.-specific borrowing base) (the "U.K. Facility"). The ABL Facility also includes a $20.0 million letter of credit sub-facility, which matures on June 30, 2020. Borrowings under the ABL Facility bear interest, at the Company's election, at either (i) 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 (ii) the London Interbank Offered Rate ("LIBOR") plus the Applicable Margin. The Company incurs fees with respect to the ABL Facility, including (i) an unused line fee of 0.25% times the amount by which the revolver commitments exceed the average daily revolver usage during any month, (ii) facility fees equal to the applicable margin in effect for LIBOR revolving loans, as defined per the credit agreement, times the average daily stated amount of letters of credit, (iii) a fronting fee equal to 0.125% per annum on the stated amount of each letter of credit and (iv) customary administrative fees. All of the indebtedness of the U.S. 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. In connection with the ABL Loan Agreement, Cequent Performance and certain other subsidiaries of the Company party to the ABL Loan Agreement entered into a foreign facility guarantee and collateral agreement (the "Foreign Collateral Agreement") in order to secure and guarantee the obligation under the Canadian Facility and the U.K. Facility. Under the Foreign Collateral Agreement, Cequent Performance and the other subsidiaries of the Company party thereto granted a lien on certain of their assets to Bank of America, N.A., as the agent for the lenders and other secured parties under the Canadian Facility and U.K. Facility. The ABL Loan 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 March 31, 2016 , the Company was in compliance with its financial covenants contained in the ABL Facility. Debt issuance costs of approximately $2.5 million were incurred in connection with the entry into and amendment of 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 quarter ended March 31, 2016 , which is included as interest expense in the accompanying condensed consolidated statements of income. As of March 31, 2016 , there were $2.3 million of unamortized debt issuance costs included in other assets in the accompanying condensed consolidated balance sheets. As of March 31, 2016 , there was $25.0 million outstanding under the ABL Facility with a weighted average interest rate of 2.23% . Total letters of credit issued at March 31, 2016 were $9.5 million . The Company had $62.6 million in available funds from the ABL Facility as of March 31, 2016 . 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 Term B Loan bear interest, at the Company's election, at either (i) the Base Rate plus 5.0% per annum, or (ii) LIBOR plus 6.0% per annum. Principal payments required under the Term B Loan 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 Term B Loan, 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 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 March 31, 2016 , the Company was in compliance with its financial covenants as described in the Term B Loan. Debt issuance costs of approximately $3.2 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 life of the Term B Loan. The Company recognized $0.3 million related to the amortization of debt issuance costs and original issue discount during the quarter ended March 31, 2016 , which is included in the accompanying condensed consolidated statements of income. As of March 31, 2016 , the Company had an aggregate principal amount of $192.5 million outstanding under the Term B Loan bearing interest at 7.0% , and had $6.1 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 sheets. The Company's Term B Loan traded at approximately 96.0% and 99.0% of par value as of March 31, 2016 and December 31, 2015 , respectively. The valuation of the Term B Loan was determined based on Level 2 inputs under the fair value hierarchy. Bank facilities In Australia, the Company's subsidiary is party to a revolving debt facility with a borrowing capacity of approximately $11.5 million , which matures on May 31, 2016 , is subject to interest at a bank-specified rate plus 1.9% and is secured by substantially all the assets of the subsidiary. No amounts were outstanding under this agreement as of March 31, 2016 and December 31, 2015 . Capital leases and other long-term debt Other long-term debt consists primarily of a bank credit line that provides liquidity for supplier payments for our Netherlands subsidiary which was entered into during the first quarter of 2016. The line provides total credit of $20.0 million . The total balance outstanding as of March 31, 2016 was $0.2 million , which is included in current maturities, long-term debt on the Company's condensed consolidated balance sheets. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk As of March 31, 2016 , the Company was party to forward contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $22.0 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 December 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 March 31, 2016 and December 31, 2015 , the fair value carrying amount of the Company's derivative instruments are recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption March 31, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Accrued liabilities $ (910 ) $ (800 ) Total derivatives designated as hedging instruments (910 ) (800 ) Derivatives de-designated as hedging instruments Foreign currency forward contracts Other assets — 30 Foreign currency forward contracts Accrued liabilities (240 ) (190 ) Total derivatives de-designated as hedging instruments (240 ) (160 ) Total derivatives $ (1,150 ) $ (960 ) The following tables summarize the 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 months ended March 31, 2016 and 2015 : Amount of Loss Recognized in Amount of Loss Reclassified Three months ended As of As of December 31, 2015 Location of Loss Reclassified from AOCI into Earnings (Effective Portion) 2016 2015 (dollars in thousands) (dollars in thousands) Derivatives instruments Foreign currency forward contracts $ (760 ) $ (710 ) Cost of sales $ (470 ) $ (190 ) Over the next 12 months , the Company expects to reclassify approximately $1.0 million of pre-tax deferred losses from AOCI to cost of sales as the inventory purchases are settled. De-designated Derivatives The gain or loss resulting from the change in fair value on de-designated forward contracts is reported within cost of sales on the Company's condensed consolidated statements of income. The loss on de-designated derivatives amounted to $0.1 million for the three months ended March 31, 2016 . There were no losses on de-designated derivatives during the three months ended March 31, 2015 . 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 March 31, 2016 and December 31, 2015 are shown below. Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) March 31, 2016 Foreign currency forward contracts Recurring $ (1,150 ) $ — $ (1,150 ) $ — December 31, 2015 Foreign currency forward contracts Recurring $ (960 ) $ — $ (960 ) $ — |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information In March 2016, the Company realigned its executive management structure and, as a result, the information used by our chief operating decision maker ("CODM") to assess performance and allocate resources changed. Our Brazilian operations, which had previously been included in the Cequent Americas segment, is now managed as part of our former Cequent APEA segment, which has been renamed Horizon International. The remaining businesses within our former Cequent Americas segment have been renamed as Horizon North America. We believe reporting our results in this manner will provide better visibility and understanding into our business and better reflect our operational structure. We have recast prior period amounts to conform to the way we currently manage and monitor segment performance under the new segments. Horizon North America - 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. Horizon International - With a product offering similar to Horizon North America, Horizon International focuses its sales and manufacturing efforts in the Asia Pacific, Europe, Africa and Latin America regions of the world. Segment activity is as follows: Three months ended 2016 2015 (dollars in thousands) Net Sales Horizon North America $ 108,730 $ 103,580 Horizon International 37,380 38,780 Total $ 146,110 $ 142,360 Operating Profit (Loss) Horizon North America $ 10,110 $ 5,900 Horizon International 2,450 2,270 Corporate expenses (4,750 ) (4,460 ) Total $ 7,810 $ 3,710 |
Equity Awards
Equity Awards | 3 Months Ended |
Mar. 31, 2016 | |
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 stock options (including "incentive stock options" as defined in Section 422 of the U.S. Internal Revenue Code), restricted shares, restricted stock units, performance shares, performance units, cash incentive awards, and certain other awards based on or related to our common stock 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. Stock Options On March 1, 2016, the Company granted 137,372 stock options to certain key employees, including named executive officers. These stock options have a term of ten years and vest ratably on (i) March 1, 2017, (ii) March 1, 2018 and (iii) March 1, 2019. 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: March 1, 2016 Grant Weighted-average fair value per option $ 3.93 Exercise price $ 10.08 Risk-free interest rate 1.39 % Dividend yield 0 % Expected stock volatility 40.59 % Expected life (years) 5.5 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 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 December 31, 2015 to March 31, 2016 : Number of Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 218,436 $ 10.57 Granted 137,372 10.08 Exercised — — Canceled, forfeited — — Expired — — Outstanding at March 31, 2016 355,808 $ 10.38 9.6 $ 782,647 As of March 31, 2016 , there was $1.1 million in unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 2.4 years. There was no unrecognized compensation cost related to stock options as of March 31, 2015 . The Company recognized approximately $0.2 million of stock-based compensation expense related to stock options during the three months ended March 31, 2016 . The Company recognized no compensation expense for the three months ended March 31, 2015 . Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Restricted Shares In February and March 2016, the Company granted an aggregate of 283,834 restricted stock units and performance stock units to certain key employees and non-employee directors. The total grants consisted of the following: ▪ 2,375 time-based restricted stock units that vest on May 1, 2016 ▪ 152,113 time-based restricted stock units that vest in equal installments on March 1, 2017, March 1, 2018 and March 1, 2019 ▪ 20,787 time-based restricted stock units that vest on February 1, 2018 ▪ 40,000 time-based restricted stock units that vest on March 1, 2019 ▪ 68,559 market-based performance stock units that vest on March 1, 2019 The performance criteria for the market-based performance stock units is based on the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer group, measured over a period beginning January 1, 2016 and ending December 31, 2018. TSR is calculated as the Company's average closing stock price for the 20-trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20-trading days prior to the start of the performance period. Depending on the performance achieved, the amount of shares earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.96% and annualized volatility of 34.3% . Due to the lack of adequate stock price history of Horizon common stock, the expected volatility is based on the historical volatility of the common stock of the peer group. The grant date fair value of the performance stock units was $16.07 . The grant date fair value of r estricted shares is expensed 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 March 31, 2016 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 372,219 $ 13.11 Granted 283,834 11.49 Vested (94,084 ) 15.78 Canceled, forfeited (4,465 ) 10.63 Outstanding at March 31, 2016 557,504 $ 11.85 As of March 31, 2016 , there was $5.2 million in unrecognized compensation costs related to unvested restricted shares that is expected to be recognized over a weighted-average period of 2.6 years. The Company recognized approximately $0.7 million and $1.0 million of stock-based compensation expense related to restricted shares during the three months ended March 31, 2016 and 2015 , 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 : Three months ended March 31, 2016 2015 (dollars in thousands, except for per share amounts) Numerator: Net income for basic and diluted earnings per share $ 2,190 $ 1,480 Denominator: Weighted average shares outstanding, basic 18,095,101 18,062,027 Dilutive effect of stock-based awards 136,461 72,448 Weighted average shares outstanding, diluted 18,231,562 18,134,475 Basic earnings per share $ 0.12 $ 0.08 Diluted earnings per share $ 0.12 $ 0.08 The effect of certain common stock equivalents were excluded from the computation of weighted average diluted shares outstanding for the three months ended March 31, 2016 and 2015 , as inclusion would have resulted in antidilution. A summary of these antidilutive common stock equivalents is provided in the table below: Three months ended March 31, 2016 2015 Number of options 265,233 — Exercise price of options $9.20 - $11.29 — Restricted stock units 23,355 — |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2016 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company's domestic salaried and hourly employees participate in a defined contribution profit sharing plan sponsored 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 March 31, 2016 and 2015 . |
Other Comprehensive Income (Not
Other Comprehensive Income (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Other Comprehensive Income [Abstract] | |
Other Comprehensive Income | 13 . Other Comprehensive Income Changes in AOCI by component, net of tax, for the three months ended March 31, 2016 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2015 $ (710 ) $ 3,180 $ 2,470 Net unrealized gains (losses) arising during the period (a) (510 ) 2,030 1,520 Less: Net realized losses reclassified to net income (b) (450 ) — (450 ) Net current-period change (60 ) 2,030 1,970 Balance, March 31, 2016 $ (770 ) $ 5,210 $ 4,440 __________________________ (a) Derivative instruments, net of income tax benefit of $0.1 million . See Note 8 , " Derivative Instruments ," for further details. (b) Derivative instruments, net of income tax benefit of $20.0 thousand . See Note 8 , " Derivative Instruments ," for further details. Changes in AOCI by component, net of tax, for the three months ended March 31, 2015 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (70 ) $ 7,460 $ 7,390 Net unrealized losses arising during the period (a) (80 ) (5,240 ) (5,320 ) Less: Net realized losses reclassified to net income (b) (180 ) — (180 ) Net current-period change 100 (5,240 ) (5,140 ) Balance, March 31, 2015 $ 30 $ 2,220 $ 2,250 __________________________ (a) Derivative instruments, net of income tax expense of $40.0 thousand . See Note 8 , " Derivative Instruments ," for further details. (b) Derivative instruments, net of income tax expense of $10.0 thousand . See Note 8 , " Derivative Instruments, " for further details. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
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 25.3% and 36.8% for the three months ended March 31, 2016 and 2015 , respectively. The lower effective tax rate for the three month period ended March 31, 2016 is primarily driven by the recognition of benefits associated with losses in certain jurisdictions with higher statutory tax rates. During the three months ended March 31, 2016 and 2015 , cash paid for domestic taxes was approximately $0.9 million and $1.1 million , respectively. The Company paid cash for foreign taxes of $0.6 million and $0.8 million during the three months ended March 31, 2016 and 2015 , respectively. For the three months ended March 31, 2015 , taxes were paid by our former parent company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In May 2016, the Company finalized plans to consolidate certain trademarks and trade names within the Horizon North America reportable segment by the end of 2016. As a result, the Company expects to incur non-cash charges of $2.4 million related to the impairment and accelerated amortization of these intangible assets. |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the three months ended March 31, 2016 are summarized as follows: Horizon North America Horizon International Total (dollars in thousands) Balance, December 31, 2015 $ — $ 4,410 $ 4,410 Foreign currency translation and other — 450 450 Balance, March 31, 2016 $ — $ 4,860 $ 4,860 |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company's other intangibles as of March 31, 2016 and December 31, 2015 are summarized below. The Company amortizes these assets over periods ranging from three to 25 years. March 31, 2016 December 31, 2015 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 $ 32,860 $ (27,240 ) $ 32,550 $ (26,880 ) Customer relationships, 15 – 25 years 105,380 (79,660 ) 105,380 (78,180 ) Total customer relationships 138,240 (106,900 ) 137,930 (105,060 ) Technology and other, 3 – 15 years 14,510 (14,200 ) 14,480 (14,060 ) Total finite-lived intangible assets 152,750 (121,100 ) 152,410 (119,120 ) Trademark/Trade names, indefinite-lived 23,050 — 22,730 — Total other intangible assets $ 175,800 $ (121,100 ) $ 175,140 $ (119,120 ) |
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 March 31, 2016 2015 (dollars in thousands) Technology and other, included in cost of sales $ 30 $ 60 Customer relationships, included in selling, general and administrative expenses 1,760 1,800 Total amortization expense $ 1,790 $ 1,860 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following components: March 31, December 31, (dollars in thousands) Finished goods $ 79,920 $ 83,870 Work in process 7,720 7,080 Raw materials 27,960 28,520 Total inventories $ 115,600 $ 119,470 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following components: March 31, December 31, (dollars in thousands) Buildings $ 8,010 $ 8,330 Machinery and equipment 100,200 95,860 108,210 104,190 Less: Accumulated depreciation 60,670 58,300 Property and equipment, net $ 47,540 $ 45,890 |
Depreciation Expense | Depreciation expense included in the accompanying condensed consolidated statements of income is as follows: Three months ended March 31, 2016 2015 (dollars in thousands) Depreciation expense, included in cost of sales $ 2,180 $ 2,150 Depreciation expense, included in selling, general and administrative expense 400 390 Total depreciation expense $ 2,580 $ 2,540 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's long-term debt consists of the following: March 31, December 31, (dollars in thousands) ABL Facility $ 25,000 $ — Term B Loan 186,360 188,520 Capital leases and other long-term debt 400 220 211,760 188,740 Less: Current maturities, long-term debt 10,300 10,130 Long-term debt $ 201,460 $ 178,610 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of March 31, 2016 and December 31, 2015 , the fair value carrying amount of the Company's derivative instruments are recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption March 31, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Accrued liabilities $ (910 ) $ (800 ) Total derivatives designated as hedging instruments (910 ) (800 ) Derivatives de-designated as hedging instruments Foreign currency forward contracts Other assets — 30 Foreign currency forward contracts Accrued liabilities (240 ) (190 ) Total derivatives de-designated as hedging instruments (240 ) (160 ) Total derivatives $ (1,150 ) $ (960 ) |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following tables summarize the 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 months ended March 31, 2016 and 2015 : Amount of Loss Recognized in Amount of Loss Reclassified Three months ended As of As of December 31, 2015 Location of Loss Reclassified from AOCI into Earnings (Effective Portion) 2016 2015 (dollars in thousands) (dollars in thousands) Derivatives instruments Foreign currency forward contracts $ (760 ) $ (710 ) Cost of sales $ (470 ) $ (190 ) |
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 March 31, 2016 and December 31, 2015 are shown below. Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) March 31, 2016 Foreign currency forward contracts Recurring $ (1,150 ) $ — $ (1,150 ) $ — December 31, 2015 Foreign currency forward contracts Recurring $ (960 ) $ — $ (960 ) $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment activity is as follows: Three months ended 2016 2015 (dollars in thousands) Net Sales Horizon North America $ 108,730 $ 103,580 Horizon International 37,380 38,780 Total $ 146,110 $ 142,360 Operating Profit (Loss) Horizon North America $ 10,110 $ 5,900 Horizon International 2,450 2,270 Corporate expenses (4,750 ) (4,460 ) Total $ 7,810 $ 3,710 |
Equity Awards (Tables)
Equity Awards (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: March 1, 2016 Grant Weighted-average fair value per option $ 3.93 Exercise price $ 10.08 Risk-free interest rate 1.39 % Dividend yield 0 % Expected stock volatility 40.59 % Expected life (years) 5.5 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes Horizon stock option activity from December 31, 2015 to March 31, 2016 : Number of Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2015 218,436 $ 10.57 Granted 137,372 10.08 Exercised — — Canceled, forfeited — — Expired — — Outstanding at March 31, 2016 355,808 $ 10.38 9.6 $ 782,647 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Changes in the number of restricted shares outstanding for the period ended March 31, 2016 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 372,219 $ 13.11 Granted 283,834 11.49 Vested (94,084 ) 15.78 Canceled, forfeited (4,465 ) 10.63 Outstanding at March 31, 2016 557,504 $ 11.85 |
Earnings per Share Earnings per
Earnings per Share Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015 : Three months ended March 31, 2016 2015 (dollars in thousands, except for per share amounts) Numerator: Net income for basic and diluted earnings per share $ 2,190 $ 1,480 Denominator: Weighted average shares outstanding, basic 18,095,101 18,062,027 Dilutive effect of stock-based awards 136,461 72,448 Weighted average shares outstanding, diluted 18,231,562 18,134,475 Basic earnings per share $ 0.12 $ 0.08 Diluted earnings per share $ 0.12 $ 0.08 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | A summary of these antidilutive common stock equivalents is provided in the table below: Three months ended March 31, 2016 2015 Number of options 265,233 — Exercise price of options $9.20 - $11.29 — Restricted stock units 23,355 — |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Comprehensive Income [Abstract] | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component, net of tax, for the three months ended March 31, 2016 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2015 $ (710 ) $ 3,180 $ 2,470 Net unrealized gains (losses) arising during the period (a) (510 ) 2,030 1,520 Less: Net realized losses reclassified to net income (b) (450 ) — (450 ) Net current-period change (60 ) 2,030 1,970 Balance, March 31, 2016 $ (770 ) $ 5,210 $ 4,440 __________________________ (a) Derivative instruments, net of income tax benefit of $0.1 million . See Note 8 , " Derivative Instruments ," for further details. (b) Derivative instruments, net of income tax benefit of $20.0 thousand . See Note 8 , " Derivative Instruments ," for further details. | Changes in AOCI by component, net of tax, for the three months ended March 31, 2015 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance, December 31, 2014 $ (70 ) $ 7,460 $ 7,390 Net unrealized losses arising during the period (a) (80 ) (5,240 ) (5,320 ) Less: Net realized losses reclassified to net income (b) (180 ) — (180 ) Net current-period change 100 (5,240 ) (5,140 ) Balance, March 31, 2015 $ 30 $ 2,220 $ 2,250 __________________________ (a) Derivative instruments, net of income tax expense of $40.0 thousand . See Note 8 , " Derivative Instruments ," for further details. (b) Derivative instruments, net of income tax expense of $10.0 thousand . See Note 8 , " Derivative Instruments, " for further details. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation - Cequent Spinoff (Details) $ in Millions | Jun. 30, 2015USD ($) | Jun. 25, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Percent of outstanding shares distributed as of spinoff | 1 | |
Number of TriMas shares per one Horizon share in spinoff | 2.5 | |
Cash Dividends Paid to Parent Company | $ 214.5 |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred tax assets, noncurrent | $ 2,910 | $ 4,500 |
Deferred tax liabilities, noncurrent | 2,600 | 2,910 |
New Accounting Pronouncement, Early Adoption, Effect [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred tax assets, noncurrent | 1,100 | 2,600 |
Deferred tax liabilities, noncurrent | $ 4,600 | $ 3,700 |
Facility Closures - Narrative (
Facility Closures - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($) | Sep. 30, 2015USD ($) | |
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 | 0.4 | |
Restructuring and Related Cost, Accelerated Depreciation | $ 0.3 | |
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 Expenses [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 Expenses [Member] | Facility Closing Juarez [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance Costs | $ 0.2 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets Goodwill Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance, beginning | $ 4,410 |
Goodwill, Translation and Purchase Accounting Adjustments | 450 |
Balance, ending | 4,860 |
Cequent Americas [Member] | |
Goodwill [Roll Forward] | |
Balance, beginning | 0 |
Goodwill, Translation and Purchase Accounting Adjustments | 0 |
Balance, ending | 0 |
Cequent Asia Pacific Europe Africa [Member] | |
Goodwill [Roll Forward] | |
Balance, beginning | 4,410 |
Goodwill, Translation and Purchase Accounting Adjustments | 450 |
Balance, ending | $ 4,860 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets Schedule of Intangible Assets (excluding Goodwill) by Major Class (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 152,750 | $ 152,410 |
Finite-lived intangible assets, accumulated amortization | (121,100) | (119,120) |
Intangible Assets, Gross (Excluding Goodwill) | 175,800 | 175,140 |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 23,050 | 22,730 |
Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 138,240 | 137,930 |
Finite-lived intangible assets, accumulated amortization | (106,900) | (105,060) |
Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 32,860 | 32,550 |
Finite-lived intangible assets, accumulated amortization | (27,240) | (26,880) |
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 | (79,660) | (78,180) |
Useful Life Three to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 14,510 | 14,480 |
Finite-lived intangible assets, accumulated amortization | $ (14,200) | $ (14,060) |
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 Intangible38
Goodwill and Other Intangible Assets Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1,790 | $ 1,860 |
Cost of Sales [Member] | Technology and Other [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | 30 | 60 |
Selling, General and Administrative Expenses [Member] | Customer Relationships [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1,760 | $ 1,800 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 79,920 | $ 83,870 |
Work in process | 7,720 | 7,080 |
Raw materials | 27,960 | 28,520 |
Total inventories | $ 115,600 | $ 119,470 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 108,210 | $ 104,190 |
Less: Accumulated depreciation | 60,670 | 58,300 |
Property and equipment, net | 47,540 | 45,890 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,010 | 8,330 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 100,200 | $ 95,860 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Depreciation Expense [Line Items] | ||
Depreciation expense | $ 2,580 | $ 2,540 |
Cost of Sales [Member] | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | 2,180 | 2,150 |
Selling, General and Administrative Expenses [Member] | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | $ 400 | $ 390 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 211,760 | $ 188,740 |
Current maturities, debt | 10,300 | 10,130 |
Long-term debt | 201,460 | 178,610 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 25,000 | 0 |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 186,360 | 188,520 |
Capital Leases and other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 400 | $ 220 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) $ in Thousands | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 21, 2015USD ($) |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 211,760 | $ 188,740 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 99,000 | |||
Letters of Credit, Maximum Borrowing Capacity | $ 20,000 | |||
Fixed Charge Coverage Ratio | 1 | |||
Debt Issuance Cost | $ 2,500 | |||
Long-term Debt | $ 25,000 | $ 0 | ||
Amortization of debt issuance costs | $ 100 | |||
Revolving Credit Facility, Weighted Average Interest Rate (as a percent) | 2.23% | |||
Total amount of letters of credit outstanding | $ 9,500 | |||
Revolving Credit Facility, Remaining Borrowing Capacity | $ 62,600 | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||
Line of Credit Facility, Fronting Fee Percentage | 0.125% | |||
U.S. Sub-facility [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 94,000 | $ 85,000 | ||
Canadian Sub-facility [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,000 | |||
UK Sub-facility [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000 |
Long-term Debt - U.S. Bank Debt
Long-term Debt - U.S. Bank Debt (Details) $ in Millions | Jun. 30, 2015USD ($) | Mar. 31, 2016USD ($)Rate | Dec. 31, 2015Rate |
Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value, % of par value | Rate | 96.00% | 99.00% | |
Debt Instrument, Face Amount | $ 200 | ||
Incremental debt commitments capacity | $ 25 | ||
Net leverage ratio | 3.50 | ||
Debt Instrument, Periodic Payment, Principal | $ 2.5 | ||
Percentage of excess cash flow required as a prepayment | 50.00% | ||
Debt Issuance Cost | $ 3.2 | ||
Debt Instrument, Unamortized Discount | $ 4 | ||
Amortization of debt issuance costs | 0.3 | ||
Term Loan, Aggregate Amount Outstanding | $ 192.5 | ||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | ||
Unamortized Debt Issuance Costs and Discount | $ 6.1 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Issuance Cost | $ 2.5 | ||
Amortization of debt issuance costs | $ 0.1 | ||
Through September 30, 2016 [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 5.25 | ||
Through September 30, 2017 [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 5 | ||
Through September 30, 2018 [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 4.75 | ||
Thereafter [Member] | Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Net leverage ratio | 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 ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Australia Facility [Member] | ||
Short-term Debt [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,500,000 | |
Debt Instrument, Maturity Date | May 31, 2016 | |
Dutch Credit Facility [Member] | ||
Short-term Debt [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | |
Bank-Specified Rate [Member] | Australia Facility [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | |
Australia Facility [Member] | ||
Short-term Debt [Line Items] | ||
Foreign Debt, Amount Outstanding | $ 0 | |
Dutch Credit Facility [Member] | ||
Short-term Debt [Line Items] | ||
Foreign Debt, Amount Outstanding | $ 200,000 | $ 0 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Gain (Loss) on derivative | $ (0.1) | $ 0 |
Foreign Exchange Contract [Member] | Cash Flow Hedging [Member] | March 2016 Maturity [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 22 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Position (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |||
Derivative, Fair Value, Net | $ (1,150) | $ (960) | |
Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, Fair Value, Net | (910) | (800) | |
Not Designated as Hedging Instrument [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative, Fair Value, Net | (240) | (160) | |
Foreign Exchange Contract [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gain (Loss) on derivative | (100) | $ 0 | |
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Liability Derivatives | (910) | (800) | |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Liability Derivatives | (240) | (190) | |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Asset Derivatives | $ 0 | $ 30 |
Derivative Instruments - Desi48
Derivative Instruments - Designated as hedging, Financial Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in AOCI on Derivatives (Effective Portion, net of tax) | $ (770) | $ 30 | $ (710) | $ (70) |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in AOCI on Derivatives (Effective Portion, net of tax) | (760) | $ (710) | ||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Income (Loss) Reclassified from AOCI into Earnings | $ (470) | $ (190) |
Derivative Instruments - Desi49
Derivative Instruments - Designated as hedging, Financial Performance Narrative (Details) - Designated as Hedging Instrument [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
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 | $ 1 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Measurements (Details) - Foreign Exchange Contract [Member] - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ (1,150) | $ (960) |
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 | (1,150) | (960) |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 146,110 | $ 142,360 |
Operating profit (loss) | 7,810 | 3,710 |
Horizon North America Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 108,730 | 103,580 |
Operating profit (loss) | 10,110 | 5,900 |
Horizon International Reportable Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 37,380 | 38,780 |
Operating profit (loss) | 2,450 | 2,270 |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating profit (loss) | $ (4,750) | $ (4,460) |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) - USD ($) | Mar. 01, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 137,372 | 137,372 | |
Term (in years) | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 4 months 26 days | ||
Allocated Share-based Compensation Expense | $ 700,000 | $ 1,000,000 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | 1,100,000 | 0 | |
Allocated Share-based Compensation Expense | $ 200,000 | $ 0 | |
Horizon 2015 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Authorized | 2,000,000 | ||
Number of shares authorized to be offered to replace shares currently held under TriMas Plans | 500,000 |
Equity Awards - Fair Value Assu
Equity Awards - Fair Value Assumptions (Details) - $ / shares | Mar. 01, 2016 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price (in usd per share) | $ 10.08 | |
Risk-free interest rate (as a percent) | 0.96% | |
Expected stock volatility (as a percent) | 34.30% | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average fair value per option (in usd per share) | $ 3.93 | |
Exercise price (in usd per share) | $ 10.08 | |
Risk-free interest rate (as a percent) | 1.39% | |
Dividend yield (as a percent) | 0.00% | |
Expected stock volatility (as a percent) | 40.59% | |
Expected life (years) | 5 years 6 months |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) - USD ($) | Mar. 01, 2016 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance (in shares) | 218,436 | |
Granted (in shares) | 137,372 | 137,372 |
Exercised (in shares) | 0 | |
Canceled, forfeited (in shares) | 0 | |
Expired (in shares) | 0 | |
Ending balance (in shares) | 355,808 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance (in usd per share) | $ 10.57 | |
Granted (in usd per share) | 10.08 | |
Exercised (in usd per share) | 0 | |
Canceled, forfeited (in usd per share) | 0 | |
Expired (in usd per share) | 0 | |
Ending balance (in usd per share) | $ 10.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Average Remaining Contractual Life (Years) | 9 years 6 months 28 days | |
Aggregate Intrinsic Value | $ 782,647 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 5.2 | $ 5.2 | |
Restricted shares-based compensation expense | $ 0.7 | $ 1 | |
Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11.49 | ||
Granted (in shares) | 283,834 | 283,834 | |
Weighted-average period for recognition of the unrecognized unvested restricted shares-based compensation expense | 2 years 6 months 25 days | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 16.07 | ||
Vest on May 1, 2016 | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 2,375 | ||
Vest on March 1, 2017, March 1, 2018 and March 1, 2019 | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 152,113 | ||
Vest on February 1, 2018 | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 20,787 | ||
Vest on March 1, 2019 | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 40,000 | ||
Vest on March 1, 2019 | Market-based restricted shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 68,559 | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent attainment range | 0.00% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent attainment range | 200.00% |
Equity Awards - Restricted Sh56
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] - $ / shares | 2 Months Ended | 3 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 372,219 | |
Granted (in shares) | 283,834 | 283,834 |
Vested (in shares) | (94,084) | |
Canceled, forfeited (in shares) | (4,465) | |
Ending balance (in shares) | 557,504 | 557,504 |
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) | $ 13.11 | |
Granted (in usd per share) | 11.49 | |
Vested (in usd per share) | 15.78 | |
Canceled, forfeited (in usd per share) | 10.63 | |
Ending balance (in usd per share) | $ 11.85 | $ 11.85 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Common Stock, Issued Shares | 18,157,649 | 18,131,865 | 18,062,027 | |
Net income for basic and diluted earnings per share | $ 2,190 | $ 1,480 | ||
Weighted average shares outstanding, basic (in shares) | 18,095,101 | 18,062,027 | ||
Dilutive effect of stock-based awards (in shares) | 136,461 | 72,448 | ||
Weighted average shares outstanding, diluted (in shares) | 18,231,562 | 18,134,475 | ||
Basic earnings per share (in usd per share) | $ 0.12 | $ 0.08 | ||
Diluted earnings per share (in usd per share) | $ 0.12 | $ 0.08 |
Earnings per Share Schedule of
Earnings per Share Schedule of Antidilutive Securities (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | |
Exercise price of options (in usd per share) | $ 0 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 265 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 23 | 0 |
Minimum [Member] | Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of options (in usd per share) | $ 9.20 | |
Maximum [Member] | Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of options (in usd per share) | $ 11.29 |
Employee Benefit Plans - Employ
Employee Benefit Plans - Employee Benefit Plans Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ||
Defined Contribution Plan, Cost Recognized | $ 0.4 | $ 0.4 |
Other Comprehensive Income - (D
Other Comprehensive Income - (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
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 | $ (710) | $ (70) | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | (510) | [1] | (80) | [2] |
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax | (450) | [3] | (180) | [4] |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | (60) | 100 | ||
Ending Balance Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (770) | 30 | ||
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 | 3,180 | 7,460 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 2,030 | (5,240) | ||
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 | 2,030 | (5,240) | ||
Ending Balance Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | 5,210 | 2,220 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | 2,470 | 7,390 | ||
Other Comprehensive Income (Loss), Net Unrealized Gains (Losses) Arising During the Period, Net of Tax | 1,520 | (5,320) | ||
Other Comprehensive income, Net Realized Gains (Losses) to Net Income | (450) | (180) | ||
Total other comprehensive income (loss) | 1,970 | (5,140) | ||
Ending Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | 4,440 | 2,250 | ||
Other Comprehensive Income (Loss), Tax [Abstract] | ||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 100 | 40 | ||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax | $ 20 | $ 10 | ||
[1] | Derivative instruments, net of income tax benefit of $0.1 million. See Note 8, "Derivative Instruments," for further details. | |||
[2] | Derivative instruments, net of income tax expense of $40.0 thousand. See Note 8, "Derivative Instruments," for further details | |||
[3] | Derivative instruments, net of income tax benefit of $20.0 thousand. See Note 8, "Derivative Instruments," for further details | |||
[4] | Derivative instruments, net of income tax expense of $10.0 thousand. See Note 8, "Derivative Instruments," for further details. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of taxes paid by jurisdiction [Line Items] | ||
Effective Income Tax Rate (as a percent) | 25.30% | 36.80% |
Domestic Tax Authority [Member] | ||
Schedule of taxes paid by jurisdiction [Line Items] | ||
Income Taxes Paid | $ 0.9 | $ 1.1 |
Foreign Tax Authority [Member] | ||
Schedule of taxes paid by jurisdiction [Line Items] | ||
Income Taxes Paid | $ 0.6 | $ 0.8 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Subsequent Event [Line Items] | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 2.4 |