Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
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 | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 24,937,976 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 20,470 | $ 50,240 |
Receivables, net of reserves of approximately $4.1 million and $3.8 million at September 30, 2017 and December 31, 2016, respectively | 112,360 | 77,570 |
Inventories | 162,660 | 146,020 |
Prepaid expenses and other current assets | 10,200 | 12,160 |
Total current assets | 305,690 | 285,990 |
Property and equipment, net | 110,830 | 93,760 |
Goodwill | 145,910 | 120,190 |
Other intangibles, net | 92,780 | 86,720 |
Deferred income taxes | 10,790 | 9,370 |
Other assets | 10,810 | 17,340 |
Total assets | 676,810 | 613,370 |
Current liabilities: | ||
Current maturities, long-term debt | 9,510 | 22,900 |
Accounts payable | 111,380 | 111,450 |
Accrued liabilities | 68,060 | 63,780 |
Total current liabilities | 188,950 | 198,130 |
Long-term debt | 269,710 | 327,040 |
Deferred income taxes | 31,730 | 25,730 |
Other long-term liabilities | 28,790 | 30,410 |
Total liabilities | 519,180 | 581,310 |
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: 24,936,110 shares at September 30, 2017 and 20,899,959 shares at December 31, 2016 | 250 | 210 |
Paid-in capital | 158,270 | 54,800 |
Treasury stock, at cost: 686,506 shares at September 30, 2017 and no shares at December 31, 2016 | (10,000) | 0 |
Retained earnings (accumulated deficit) | 2,980 | (14,310) |
Accumulated other comprehensive income (loss) | 7,330 | (8,340) |
Total Horizon Global shareholders' equity | 158,830 | 32,360 |
Noncontrolling interest | (1,200) | (300) |
Total shareholders' equity | 157,630 | 32,060 |
Total liabilities and shareholders' equity | $ 676,810 | $ 613,370 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parentheticals - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Receivables, reserves (in dollars) | $ 4.1 | $ 3.8 |
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 | 24,936,110 | 20,899,959 |
Common Stock, outstanding shares | 24,936,110 | 20,899,959 |
Treasury stock, shares | 686,506 | 0 |
Consolidated Statement of Incom
Consolidated Statement of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 240,120 | $ 151,720 | $ 696,990 | $ 465,590 |
Cost of sales | (181,700) | (109,210) | (525,510) | (339,760) |
Gross profit | 58,420 | 42,510 | 171,480 | 125,830 |
Selling, general and administrative expenses | (44,800) | (35,850) | (134,280) | (97,510) |
Impairment of intangible assets | 0 | 0 | 0 | (2,240) |
Net loss on dispositions of property and equipment | (330) | (30) | (330) | (520) |
Operating profit | 13,290 | 6,630 | 36,870 | 25,560 |
Other expense, net: | ||||
Interest expense | (5,540) | (4,100) | (16,650) | (12,600) |
Loss on extinguishment of debt | 0 | 0 | (4,640) | 0 |
Other expense, net | (1,310) | (1,000) | (2,560) | (2,170) |
Other expense, net | (6,850) | (5,100) | (23,850) | (14,770) |
Income before income tax benefit (expense) | 6,440 | 1,530 | 13,020 | 10,790 |
Income tax benefit (expense) | 120 | (1,160) | 3,350 | (900) |
Net income | 6,560 | 370 | 16,370 | 9,890 |
Less: Net loss attributable to noncontrolling interest | (330) | 0 | (920) | 0 |
Net income attributable to Horizon Global | $ 6,890 | $ 370 | $ 17,290 | $ 9,890 |
Net income per share attributable to Horizon Global: | ||||
Net income per share-Basic (in usd per share) | $ 0.28 | $ 0.02 | $ 0.70 | $ 0.55 |
Net income per share-Diluted (in usd per share) | $ 0.27 | $ 0.02 | $ 0.69 | $ 0.54 |
Weighted average common shares outstanding: | ||||
Weighted average common shares-Basic | 24,948,410 | 18,174,509 | 24,728,643 | 18,144,998 |
Weighted average common shares-Diluted | 25,379,252 | 18,519,077 | 25,154,800 | 18,333,226 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 6,560 | $ 370 | $ 16,370 | $ 9,890 |
Other comprehensive income | ||||
Foreign currency translation | 2,020 | 830 | 15,520 | 1,130 |
Derivative instruments | (1,080) | (30) | 170 | 370 |
Total other comprehensive income | 940 | 800 | 15,690 | 1,500 |
Total comprehensive income | 7,500 | 1,170 | 32,060 | 11,390 |
Less: Comprehensive loss attributable to noncontrolling interest | (320) | 0 | (900) | 0 |
Comprehensive income attributable to Horizon Global | $ 7,820 | $ 1,170 | $ 32,960 | $ 11,390 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 16,370 | $ 9,890 |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
Net loss on dispositions of property and equipment | 330 | 520 |
Depreciation | 10,280 | 7,490 |
Amortization of intangible assets | 7,660 | 5,480 |
Impairment of intangible assets | 0 | 2,240 |
Amortization of original issuance discount and debt issuance costs | 5,090 | 1,390 |
Deferred income taxes | 840 | (1,500) |
Loss on extinguishment of debt | 4,640 | 0 |
Non-cash compensation expense | 2,760 | 2,840 |
Amortization of purchase accounting inventory step-up | 420 | 0 |
Increase in receivables | (28,360) | (8,260) |
(Increase) decrease in inventories | (7,920) | 19,920 |
(Increase) decrease in prepaid expenses and other assets | 3,490 | (1,670) |
Decrease in accounts payable and accrued liabilities | (17,440) | (10,040) |
Other, net | (480) | (790) |
Net cash provided by (used for) operating activities | (2,320) | 27,510 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (20,270) | (10,090) |
Acquisition of businesses, net of cash acquired | (19,800) | 0 |
Net proceeds from disposition of property and equipment | 1,080 | 240 |
Net cash used for investing activities | (38,990) | (9,850) |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings on credit facilities | 36,970 | 40,160 |
Repayments of borrowings on credit facilities | (41,630) | (39,030) |
Repayments of borrowings on Term B Loan, inclusive of transaction costs | (187,820) | (7,500) |
Proceeds from ABL Revolving Debt | 114,500 | 105,230 |
Repayments of borrowings on ABL Revolving Debt | (94,500) | (98,430) |
Proceeds from issuance of common stock, net of offering costs | 79,920 | 0 |
Repurchase of common stock | (10,000) | 0 |
Proceeds from issuance of Convertible Notes, net of issuance costs | 121,130 | 0 |
Proceeds from issuance of Warrants, net of issuance costs | 20,930 | 0 |
Payments on Convertible Note Hedges, inclusive of issuance costs | (29,680) | 0 |
Other, net | (240) | (230) |
Net cash provided by financing activities | 9,580 | 200 |
Effect of exchange rate changes on cash | 1,960 | 40 |
Increase (decrease) for the period | (29,770) | 17,900 |
At beginning of period | 50,240 | 23,520 |
At end of period | 20,470 | 41,420 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 10,090 | $ 11,180 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income [Member] | Parent [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2015 | $ 2,470 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | $ 9,890 | |||||||
Other comprehensive income, net of tax | 1,500 | 1,500 | ||||||
Ending Balance at Sep. 30, 2016 | 3,970 | |||||||
Beginning Balance at Dec. 31, 2016 | 32,060 | $ 210 | $ 54,800 | $ 0 | $ (14,310) | (8,340) | $ 32,360 | $ (300) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 16,370 | 17,290 | 17,290 | (920) | ||||
Other comprehensive income, net of tax | 15,690 | 15,670 | 15,670 | 20 | ||||
Issuance of common stock, net of issuance costs | 79,920 | 40 | 79,880 | 79,920 | ||||
Repurchase of common stock | (10,000) | (10,000) | (10,000) | |||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (240) | (240) | (240) | |||||
Non-cash compensation expense | 2,760 | 2,760 | 2,760 | |||||
Issuance of Warrants, net of issuance costs | 20,930 | 20,930 | 20,930 | |||||
Initial equity component of the 2.75% Convertible Senior Notes due 2022, net of issuance costs and tax | 19,690 | 19,690 | 19,690 | |||||
Convertible Note Hedges, net of issuance costs and tax | (19,550) | (19,550) | (19,550) | |||||
Ending Balance at Sep. 30, 2017 | $ 157,630 | $ 250 | $ 158,270 | $ (10,000) | $ 2,980 | $ 7,330 | $ 158,830 | $ (1,200) |
Consolidated Statement of Shar8
Consolidated Statement of Shareholders' Equity (Parenthetical) | Sep. 30, 2017 | Feb. 01, 2017 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | 2.75% |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Horizon Global Corporation (“Horizon,” “Horizon Global,” or the “Company”) 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 and original equipment suppliers (collectively, “OEs”), 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 Americas, Horizon Europe-Africa, and Horizon Asia-Pacific. See Note 9 , “ Segment Information ,” for further information on each of the Company’s reportable segments. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 . Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. 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. Results of operations for interim periods are not necessarily indicative of results for the full year. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also modifies the accounting for components excluded from the assessment of hedge effectiveness, eases documentation and assessment requirements and modifies certain disclosure requirements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted and should be applied on a modified retrospective basis. The Company is in the process of assessing the impact of the adoption of ASU 2017-12 on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates the requirement to perform a hypothetical purchase price allocation to measure the amount of goodwill impairment. Instead, under ASU 2017-04, the goodwill impairment would be the amount by which a reporting unit’s carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 with early adoption permitted. The Company intends to early adopt ASU 2017-04 for its annual goodwill impairment test during the fourth quarter of 2017. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”). ASU 2016-16 provides an amendment to the accounting guidance related to the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. This guidance is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted the first interim period of a fiscal year and should be applied on a modified retrospective basis. Under the new guidance, an entity is required to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Under the current guidance, the income tax effects are deferred until the asset has been sold to an outside party. The Company does not expect the adoption of ASU 2016-16 to have a material impact on its condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which supersedes the leases requirements in “Leases (Topic 840).” The objective of this update 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 condensed consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory.” This guidance 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. As of January 1, 2017, the provisions of this ASU became effective for the Company on a prospective basis and did not have a material impact on the Company’s condensed consolidated financial position or results of operations. Accounting Standards Update 2014-09 In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU supersedes most of the existing guidance on revenue recognition in ASC Topic 605, “Revenue Recognition”, and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The FASB has subsequently issued additional ASUs to clarify certain elements of the new revenue recognition guidance. This guidance is effective for Horizon Global beginning on January 1, 2018 and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company expects to adopt the ASU using the modified retrospective approach, which would result in a cumulative-effect adjustment as of the date of adoption. While Horizon Global is continuing to assess all potential impacts of implementing this guidance, the Company does not believe this standard will have a material impact on its condensed consolidated financial statements. There are also certain considerations related to internal control over financial reporting that are associated with implementing the new guidance under Topic 606. The Company is currently evaluating its control framework for revenue recognition and identifying any changes that may need to be made in response to the new guidance. Disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance. Designing and implementing the appropriate controls over gathering and reporting the information required under Topic 606 is currently in process. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On July 3, 2017, the Company completed the acquisition of Best Bars Limited (“Best Bars”), within the Horizon Asia-Pacific reportable segment, for total consideration of $19.8 million , subject to a net working capital adjustment. Best Bars is a provider of towing solutions and automotive accessories to OE and aftermarket customers in New Zealand. The Company believes the acquisition will expand its opportunities for revenue and margin growth, increase its market share and further develop its global OE footprint. Supplemental pro forma disclosures are not included as the amounts are deemed immaterial. Revenues and earnings of the acquiree since the acquisition date included in the Company’s condensed consolidated statements of income are immaterial. The following table summarizes the fair value of consideration paid for Best Bars, and the assets acquired and liabilities assumed: Acquisition Date (dollars in thousands) Consideration Cash paid $ 19,800 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables, net 2,100 Inventories 2,340 Other intangibles, net 7,690 Prepaid expenses and other current assets 110 Property and equipment, net 2,250 Accounts payable and accrued liabilities 1,680 Total identifiable net assets 12,810 Goodwill 6,990 $ 19,800 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are summarized as follows: Horizon Americas Horizon Europe-Africa Horizon Total (dollars in thousands) Balance at December 31, 2016 $ 5,370 $ 114,820 $ — $ 120,190 Goodwill from acquisitions (a) — 6,990 6,990 Foreign currency translation and other 160 18,690 (120 ) 18,730 Balance at September 30, 2017 $ 5,530 $ 133,510 $ 6,870 $ 145,910 __________________________ (a) Attributable to the acquisition of Best Bars, as further described in Note 3 , “ Acquisitions .” The gross carrying amounts and accumulated amortization of the Company’s other intangibles as of September 30, 2017 and December 31, 2016 are summarized below. The Company amortizes these assets over periods ranging from three to 25 years. September 30, 2017 December 31, 2016 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 $ 70,320 $ (31,610 ) $ 66,000 $ (28,440 ) Customer relationships, 15 – 25 years 111,680 (88,650 ) 104,690 (84,120 ) Total customer relationships 182,000 (120,260 ) 170,690 (112,560 ) Technology and other, 3 – 15 years 19,520 (15,290 ) 18,410 (14,560 ) Trademark/Trade names, <1 - 8 years 730 (170 ) 150 (150 ) Total finite-lived intangible assets 202,250 (135,720 ) 189,250 (127,270 ) Trademark/Trade names, indefinite-lived 26,250 — 24,740 — Total other intangible assets $ 228,500 $ (135,720 ) $ 213,990 $ (127,270 ) Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of income is summarized as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Technology and other, included in cost of sales $ 210 $ 30 $ 570 $ 100 Customer relationships & trademark/trade names, included in selling, general and administrative expenses 2,490 1,810 7,090 5,380 Total amortization expense $ 2,700 $ 1,840 $ 7,660 $ 5,480 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: September 30, December 31, (dollars in thousands) Finished goods $ 94,200 $ 89,410 Work in process 20,040 16,270 Raw materials 48,420 40,340 Total inventories $ 162,660 $ 146,020 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following components: September 30, December 31, (dollars in thousands) Land and land improvements $ 450 $ 520 Buildings 24,580 20,120 Machinery and equipment 161,330 138,470 186,360 159,110 Less: Accumulated depreciation 75,530 65,350 Property and equipment, net $ 110,830 $ 93,760 Depreciation expense included in the accompanying condensed consolidated statements of income is as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Depreciation expense, included in cost of sales $ 3,440 $ 2,060 $ 9,330 $ 6,310 Depreciation expense, included in selling, general and administrative expense 330 440 950 1,180 Total depreciation expense $ 3,770 $ 2,500 $ 10,280 $ 7,490 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following: September 30, December 31, (dollars in thousands) ABL Facility $ 20,000 $ — Term B Loan 151,560 337,000 Convertible Notes 125,000 — Bank facilities, capital leases and other long-term debt 19,190 21,660 315,750 358,660 Less: Unamortized debt issuance costs and original issuance discount on Term B Loan 5,330 8,720 Unamortized debt issuance costs and discount on the Convertible Notes 31,200 — Current maturities, long-term debt 9,510 22,900 Long-term debt $ 269,710 $ 327,040 Convertible Notes On February 1, 2017, the Company completed a public offering of 2.75% Convertible Senior Notes due 2022 (the “Convertible Notes”) in an aggregate principal amount of $125.0 million . Interest is payable on January 1 and July 1 of each year, beginning on July 1, 2017. The Convertible Notes are convertible into 5,005,000 shares of the Company’s common stock, based on an initial conversion price of $24.98 per share. The Convertible Notes will mature on July 1, 2022 unless earlier converted. The Convertible Notes are convertible at the option of the holder (i) during any calendar quarter beginning after March 31, 2017, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business days after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of such period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon the occurrence of specified corporate events; and (iv) on or after January 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date. During the third quarter of 2017, no conditions allowing holders of the Convertible Notes to convert have been met. Therefore, the Convertible Notes are not convertible during the fourth quarter of 2017 and are classified as long-term debt. Should conditions allowing holders of the Convertible Notes to convert be met in the fourth quarter of 2017 or a future quarter, the Convertible Notes will be convertible at their holders’ option during the immediately following quarter. As of September 30, 2017 , the if-converted value of the Convertible Notes did not exceed the principal value of those Convertible Notes. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. Because the Company may elect to settle conversion in cash, the Company separated the Convertible Notes into their liability and equity components by allocating the issuance proceeds to each of those components in accordance with Accounting Standards Codification (“ASC”) 470-20, “Debt-Debt with Conversion and Other Options.” The Company first determined the fair value of the liability component by estimating the value of a similar liability that does not have an associated equity component. The Company then deducted that amount from the issuance proceeds to arrive at a residual amount, which represents the equity component. The Company accounted for the equity component as a debt discount (with an offset to paid-in capital in excess of par value). The debt discount created by the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes ending on July 1, 2022. The Company allocated offering costs of $4.0 million to the debt and equity components in proportion to the allocation of proceeds to the components, treating them as debt issuance costs and equity issuance costs, respectively. The debt issuance costs of $3.0 million are being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes. The Company presents debt issuance costs as a direct deduction from the carrying value of the liability component. The carrying value of the liability component at September 30, 2017 , was $93.8 million , including total unamortized debt discount and debt issuance costs of $31.2 million . The $1.0 million portion of offering costs allocated to equity issuance costs was charged to paid-in capital. The carrying amount of the equity component was $19.7 million at September 30, 2017 , net of issuance costs and taxes. Interest expense recognized relating to the contractual interest coupon, amortization of debt discount and amortization of debt issuance costs on the Convertible Notes included in the accompanying condensed consolidated statements of income are as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Contractual interest coupon on convertible debt $ 880 $ — $ 2,310 $ — Amortization of debt issuance costs $ 130 $ — $ 350 $ — Amortization of "equity discount" related to debt $ 1,190 $ — $ 3,180 $ — In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedges”) in privately negotiated transactions with certain of the underwriters or their affiliates (in this capacity, the “option counterparties”). The Convertible Note Hedges provide the Company with the option to acquire, on a net settlement basis, 5,005,000 shares of its common stock, which is equal to the number of shares of common stock that notionally underlie the Convertible Notes, at a strike price of $24.98 , which corresponds to the conversion price of the Convertible Notes. The Convertible Note Hedges have an expiration date that is the same as the maturity date of the Convertible Notes, subject to earlier exercise. The Convertible Note Hedges have customary anti-dilution provisions similar to the Convertible Notes. The Convertible Note Hedges have a default settlement method of net-share settlement but may be settled in cash or shares, depending on the Company’s method of settlement for conversion of the corresponding Convertible Notes. If the Company exercises the Convertible Note Hedges, the shares of common stock it will receive from the option counterparties to the Convertible Note Hedges will cover the shares of common stock that it would be required to deliver to the holders of the converted Convertible Notes in excess of the principal amount thereof. The aggregate cost of the Convertible Note Hedges was $29.0 million (or $7.5 million net of the total proceeds from the Warrants sold, as discussed below), before the allocation of issuance costs of approximately $0.7 million . The Convertible Note Hedges are accounted for as equity transactions in accordance with ASC 815-40 , “Derivatives and Hedging-Contracts in Entity’s own Equity.” In connection with the issuance of the Convertible Notes, the Company also sold net-share-settled warrants (the “Warrants”) in privately negotiated transactions with the option counterparties for the purchase of up to 5,005,000 shares of its common stock at a strike price of $29.60 per share, for total proceeds of $21.5 million . The Company also recorded the Warrants within shareholders’ equity in accordance with ASC 815-40. The Warrants have customary anti-dilution provisions similar to the Convertible Notes. As a result of the issuance of the Warrants, the Company will experience dilution to its diluted earnings per share if its average closing stock price exceeds $29.60 for any fiscal quarter. The Warrants expire on various dates from October 2022 through February 2023 and must be net-settled in shares of the Company’s common stock. Therefore, upon exercise of the Warrants, the Company will issue shares of its common stock to the purchasers of the Warrants that represent the value by which the price of the common stock exceeds the strike price stipulated within the particular warrant agreement. 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 September 30, 2017 , 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 approximately $0.1 million and $0.4 million of amortization of debt issuance costs for the three and nine months ended September 30, 2017 , respectively, and approximately $0.1 million and $0.4 million for the three and nine months ended September 30, 2016 , respectively, which are included in the accompanying condensed consolidated statements of income. There were $1.4 million and $1.8 million of unamortized debt issuance costs included in other assets in the accompanying condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 , respectively. As of September 30, 2017 , there was $20.0 million outstanding under the ABL Facility with a weighted average interest rate of 3.2% . As of December 31, 2016 , there were no amounts outstanding under the ABL Facility. Total letters of credit issued were approximately $6.3 million and $7.0 million at September 30, 2017 and December 31, 2016 , respectively. The Company had $65.0 million and $68.7 million in availability under the ABL Facility as of September 30, 2017 and December 31, 2016 , respectively. Term Loan On June 30, 2015, the Company entered into a term loan agreement (“Original Term B Loan”) under which the Company borrowed an aggregate of $200.0 million , which matures on June 30, 2021. On September 19, 2016, the Company entered into the First Amendment to the Original Term B Loan (“Term Loan Amendment”), which amended the original Term B Loan to provide for incremental commitments in an aggregate principal amount of $152.0 million (“Incremental Term Loans”) that were extended to the Company on October 3, 2016. The Original Term B Loan and Incremental Term Loans are collectively referred to as “Term B Loan”. On March 31, 2017, the Company entered into the Third Amendment to the Term B Loan (the “Replacement Term Loan Amendment”), which amended the Term B Loan to provide for a new term loan commitment (the “Replacement Term Loan”). The proceeds from the Replacement Term Loan were used to repay in full the outstanding principal amount of the Term B Loan. As a result of the Replacement Term Loan Amendment, the interest rate was reduced by 1.5% per annum. Additionally, quarterly principal payments required under the Original Term B Loan and Term Loan Amendment of $2.5 million and $2.1 million , respectively, were reduced to an aggregate quarterly principal payment of $1.9 million . On and after the Replacement Term Loan Amendment effective date, each reference to “Term B Loan” is deemed to be a reference to the Replacement Term Loan. 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 $75.0 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 3.5% per annum, or (ii) LIBOR, with a 1% floor, plus 4.5% per annum. Principal payments required under the Term B Loan are $1.9 million due each calendar quarter beginning June 2017. Commencing with the fiscal year ending December 31, 2017, 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 up 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 5.25 to 1.00 through the fiscal quarter ending September 30, 2017, 5.00 to 1.00 through the fiscal quarter ending March 31, 2018, 4.75 to 1.00 through the fiscal quarter ending September 30, 2018; and thereafter, 4.50 to 1.00 . At September 30, 2017 , the Company was in compliance with its financial covenants in the Term B Loan. During the first quarter of 2017, the Company used a portion of the net proceeds from the Convertible Notes offering as described above, along with proceeds from the Common Stock Offering as described in Note 11 , “Earnings per Share” , to prepay a total of $177.0 million of the Term B Loan. In accordance with ASC 470, “Debt - Modifications and Extinguishments”, the prepayment was determined to be an extinguishment of the existing debt. As a result, the pro-rata share of the unamortized debt issuance costs and original issuance discount related to the prepayment, aggregating to $4.6 million , was recorded as a loss on the extinguishment of debt in the condensed consolidated statements of income. The remaining unamortized debt issuance costs and original issuance discount, including $2.4 million additional transactions fees incurred in connection to the Replacement Term Loan Amendment, was approximately $6.1 million . Both the aggregate debt issuance costs and the original issue discount will be amortized into interest expense over the remaining life of the Term B Loan. The Company recognized approximately $0.4 million and $1.2 million of amortization of debt issuance cost and original issue discount for the three and nine months ended September 30, 2017 , respectively, and $0.3 million and $1.0 million for the three and nine months ended September 30, 2016 , respectively, which is included in the accompanying condensed consolidated statements of income. The Company had an aggregate principal amount outstanding of $151.6 million and $337.0 million as of September 30, 2017 and December 31, 2016 , respectively, under the Term B Loan bearing interest at 5.7% and 7.0% , respectively. The Company had $5.3 million and $8.7 million as of September 30, 2017 and December 31, 2016 , respectively, 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 101.4% and 101.6% of par value as of September 30, 2017 and December 31, 2016 , respectively. The valuation of the Term B Loan was determined based on Level 2 inputs under the fair value hierarchy. Bank facilities Our Australian subsidiaries were party to a revolving debt facility with a borrowing capacity of approximately $11.7 million , which would mature on November 30, 2017 , that was subject to interest at a bank-specified rate plus 1.9% and was secured by substantially all the assets of the subsidiary. No amounts were outstanding as of December 31, 2016 under this facility. On July 3, 2017, our Australian subsidiaries entered into a new agreement (collectively, the “Australian Loans”) to provide for revolving borrowings with an aggregate principal amount of $32.0 million as of September 30, 2017 . The Australian Loans include two sub-facilities: (i) Facility A , with a borrowing capacity of $20.3 million that matures on July 3, 2020 and (ii) Facility B , with a borrowing capacity of $11.7 million that matures on July 3, 2018 . No amounts were outstanding as of September 30, 2017 under the Australian Loans. Borrowings under Facility A bear interest at the Bank Bill Swap Bid Rate (“BBSY”) plus a margin determined based on the most recent net leverage ratio (as defined per the Australian credit agreement). The margin is to be determined on the first day of the period as follows: (i) 1.10% per annum if the net leverage ratio is less than 1.50 to 1.00; (ii) 1.20% per annum if the net leverage ratio is less than 2.00 to 1.00 and (iii) 1.30% if the net leverage ratio is less than 2.50 to 1.00. Borrowings under Facility B bear interest at the BBSY plus a margin of 0.9% per annum. The Australian Loans contain financial covenants, which require our Australian subsidiaries to maintain: (i) a net leverage ratio not exceeding 2.50 to 1.00 during the period commencing on the date of the agreement and ending on the first anniversary of the date of the agreement; and 2.00 to 1.00 thereafter; (ii) a working capital coverage ratio (as defined per the Australian credit agreement) greater than 1.75 to 1.00 at all times; and (iii) a gearing ratio (defined as the ratio of senior debt to senior debt plus equity) not to exceed 50% . |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk As of September 30, 2017 , the Company was party to forward contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $17.2 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 June 2018. 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. On October 4, 2016, the Company entered into a cross currency swap arrangement to hedge changes in foreign currency exchange rates. As of September 30, 2017 , the notional amount of the cross currency swap was approximately $117.0 million . The Company uses the cross currency swap to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to a non-U.S. denominated intercompany loan of €110.0 million . The cross currency swap hedges currency exposure between the Euro and the U.S. dollar and matures on January 3, 2019. The Company makes quarterly principal payments of €1.4 million , plus interest at a fixed rate of 5.4% per annum, in exchange for $1.5 million , plus interest at a fixed rate of 7.2% per annum. At inception, the Company designated the cross currency swap as a cash flow hedge. Changes in the currency rate result in reclassification of amounts from accumulated other comprehensive income to earnings to offset the re-measurement gain or loss on the non-U.S. denominated intercompany loan. Additionally, during the third quarter of 2017, the Company’s Australian subsidiary entered into a cross currency swap arrangement to hedge changes in foreign currency exchange rates. As of September 30, 2017 , the notional amount of the cross currency was approximately $6.6 million . The Australian subsidiary uses the cross currency swap to mitigate the risk associated with fluctuations in currency rates related to a non-functional currency intercompany loan of NZ $10.0 million . The floating-to-floating cross currency swap hedges currency exposure between the New Zealand dollar and the Australian dollar and matures on June 30, 2020. The Australian subsidiary makes quarterly principal payments of NZ $0.8 million , plus interest at the 3-month Bank Bill Benchmark Rate ("BKBM") in New Zealand plus a margin of .31% per annum, in exchange for A $0.8 million , plus interest at the 3-month BBSY in Australia per annum. At inception, the cross currency swap was not designated as a hedging instrument. Financial Statement Presentation As of September 30, 2017 and December 31, 2016 , the fair value carrying amount of the Company’s derivative instruments were recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 270 $ 670 Foreign currency forward contracts Accrued liabilities (100 ) (760 ) Cross currency swap Other assets — 5,720 Cross currency swap Other long-term liabilities (7,880 ) — Total derivatives designated as hedging instruments (7,710 ) 5,630 Derivatives not designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets 270 — Foreign currency forward contracts Accrued liabilities (40 ) (130 ) Cross currency swap Other assets 20 — Total derivatives de-designated as hedging instruments 250 (130 ) Total derivatives $ (7,460 ) $ 5,500 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 and nine months ended September 30, 2017 and 2016 : Amount of Gain (Loss) Recognized in Amount of Gain (Loss) Reclassified Three months ended Nine months ended As of As of December 31, 2016 Location of Gain (Loss) Reclassified from AOCI into Earnings 2017 2016 2017 2016 (dollars in thousands) (dollars in thousands) Derivatives instruments Foreign currency forward contracts $ 190 $ (320 ) Cost of sales $ 620 $ (350 ) $ 880 $ (1,120 ) Cross currency swap $ (950 ) $ (610 ) Other expense, net $ (4,100 ) $ — $ (13,840 ) $ — Over the next 12 months , the Company expects to reclassify approximately $0.2 million of pre-tax deferred gains, related to the foreign currency forward contracts, from AOCI to cost of sales as the inventory purchases are settled. Over the next 12 months , the Company expects to reclassify approximately $1.5 million of pre-tax deferred losses, related to the cross currency swap, from AOCI to other expense, net as an offset to the re-measurement gains or losses on the non-U.S. denominated intercompany loan. Derivatives not designated as hedging instruments 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. There were $0.1 million of losses on de-designated derivatives for the three months ended September 30, 2017 and no gain or loss on de-designated derivatives for the nine months ended September 30, 2017 . The gains on de-designated derivatives amounted to $0.1 million and $0.3 million for the three and nine months ended September 30, 2016 , respectively. The gain or loss resulting from the change in fair value on the floating-to-floating cross currency swap is recorded within other expense, net on the Company’s condensed consolidated statements of income. The gain or loss on this cross currency swap was not material for the three and nine months ended September 30, 2017 , respectively. Fair Value Measurements The fair value of the Company’s derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company’s foreign currency forward contracts use observable inputs such as forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 are shown below. Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) September 30, 2017 Foreign currency forward contracts Recurring $ 400 $ — $ 400 $ — Cross currency swaps Recurring $ (7,860 ) $ — $ (7,860 ) $ — December 31, 2016 Foreign currency forward contracts Recurring $ (220 ) $ — $ (220 ) $ — Cross currency swap Recurring $ 5,720 $ — $ 5,720 $ — |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Horizon groups its operating segments into reportable segments by the region in which sales and manufacturing efforts are focused. Each operating segment has discrete financial information evaluated regularly by the Company’s chief operating decision maker in determining resource allocation and assessing performance. In the fourth quarter of 2016, as a result of the Westfalia Group acquisition, the Company realigned its executive management structure which changed the information used by our chief operating decision maker to assess performance and allocate resources. As a result, the Company reports the results of its business in three reportable segments: Horizon Americas, Horizon Europe‑Africa, and Horizon Asia‑Pacific. The Company’s Brazilian operations, which has previously been included in the Horizon International reportable segment, is now managed as part of its former Horizon North America segment, which has been renamed Horizon Americas. The Company’s Horizon Europe‑Africa reportable segment is comprised of the European and South African operations, previously included in Horizon International, and the Westfalia Group operations. The Company’s former Horizon International reportable segment, excluding the Brazilian operations, was geographically divided into two separate reportable segments. The Company’s Horizon Asia‑Pacific reportable segment is comprised of the Australia, Thailand, and New Zealand operations previously included in Horizon International. The Company has recast prior period amounts to conform to the way it currently manages and monitors segment performance under the new segments. See below for further information regarding the types of products and services provided within each reportable segment. Horizon Americas - A market leader in the design, manufacture and distribution of a wide variety of high-quality, custom engineered towing, trailering and cargo management products and related accessories. These products are designed to support OEs, 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 Europe‑Africa - With a product offering similar to Horizon Americas, Horizon Europe‑Africa focuses its sales and manufacturing efforts in Europe and Africa. Horizon Asia‑Pacific - With a product offering similar to Horizon Americas, Horizon Asia‑Pacific focuses its sales and manufacturing efforts in the Asia-Pacific region of the world. Segment activity is as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Net Sales Horizon Americas $ 115,460 $ 110,730 $ 351,400 $ 350,170 Horizon Europe-Africa 87,950 13,050 253,070 39,600 Horizon Asia-Pacific 36,710 27,940 92,520 75,820 Total $ 240,120 $ 151,720 $ 696,990 $ 465,590 Operating Profit (Loss) Horizon Americas $ 10,930 $ 12,910 $ 38,840 $ 35,630 Horizon Europe-Africa 2,680 210 5,950 600 Horizon Asia-Pacific 5,880 3,750 13,240 8,830 Corporate (6,200 ) (10,240 ) (21,160 ) (19,500 ) Total $ 13,290 $ 6,630 $ 36,870 $ 25,560 |
Equity Awards
Equity Awards | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Awards | Equity Awards Description of the Plan Horizon employees and non-employee directors participate in the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan (as amended and restated, the “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. Stock Options The following table summarizes Horizon stock option activity from December 31, 2016 to September 30, 2017 : Number of Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 347,585 $ 10.37 Granted — — Exercised (3,638 ) 10.40 Canceled, forfeited — — Expired — — Outstanding at September 30, 2017 343,947 $ 10.37 8.1 $ 2,499,061 As of September 30, 2017 , there was $0.2 million in unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 0.5 years. The Company recognized approximately $0.1 million and $0.3 million of stock-based compensation expense related to stock options during the three and nine months ended September 30, 2017 , respectively, and approximately $0.2 million and $0.6 million during the three and nine months ended September 30, 2016 , respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Restricted Shares In the first nine months of 2017, the Company granted an aggregate of 185,423 restricted stock units and performance stock units to certain key employees and non-employee directors. The total grants consisted of: (i) 22,449 time-based restricted stock units that vest ratably on (1) March 1, 2018, (2) March 1, 2019 and (3) March 1, 2020; (ii) 50,416 time-based restricted stock units that vest ratably on (1) March 1, 2018, (2) March 1, 2019, (3) March 1, 2020 and (4) March 1, 2021; (iii) 72,865 market-based performance stock units that vest on March 1, 2020; (iv) 33,426 time-based restricted stock units that vest on July 1, 2018, and (v) 6,267 time-based restricted stock units that vest on July 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, 2017 and ending December 31, 2019. 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 1.52% and annualized volatility of 38.5% . 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 $18.41 . 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 September 30, 2017 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 557,563 $ 11.89 Granted 185,423 17.49 Vested (153,086 ) 12.52 Canceled, forfeited — — Outstanding at September 30, 2017 589,900 $ 13.50 As of September 30, 2017 , there was $4.0 million in unrecognized compensation costs related to unvested restricted shares that is expected to be recognized over a weighted-average period of 0.9 year. The Company recognized approximately $0.9 million and $2.5 million of stock-based compensation expense related to restricted shares during the three and nine months ended September 30, 2017 , respectively, and approximately $0.8 million and $2.2 million during the three and nine months ended September 30, 2016 , respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share is computed using net income attributable to Horizon Global and the number of weighted average shares outstanding. On February 1, 2017, the Company completed an underwritten public offering of 4.6 million shares of common stock, which includes the exercise in full by the underwriters of their option to purchase 0.6 million shares of common stock, at a public offering price of $18.50 per share (the “Common Stock Offering”). Proceeds from the Common Stock Offering were approximately $79.9 million , net of underwriting discounts, commissions, and offering-related transaction costs. Diluted earnings per share is computed using net income attributable to Horizon Global and the number of weighted average shares outstanding, adjusted to give effect to the assumed exercise of outstanding stock options and warrants, vesting of restricted shares outstanding, and conversion of the Convertible Notes. The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share attributable to Horizon Global and diluted earnings per share attributable to Horizon Global for the three and nine months ended September 30, 2017 and 2016 : Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands, except for per share amounts) Numerator: Net income attributable to Horizon Global $ 6,890 $ 370 $ 17,290 $ 9,890 Denominator: Weighted average shares outstanding, basic 24,948,410 18,174,509 24,728,643 18,144,998 Dilutive effect of stock-based awards 430,842 344,568 426,157 188,228 Weighted average shares outstanding, diluted 25,379,252 18,519,077 25,154,800 18,333,226 Basic earnings per share attributable to Horizon Global $ 0.28 $ 0.02 $ 0.70 $ 0.55 Diluted earnings per share attributable to Horizon Global $ 0.27 $ 0.02 $ 0.69 $ 0.54 The effect of certain common stock equivalents were excluded from the computation of weighted average diluted shares outstanding for the three and nine months ended September 30, 2017 and 2016 , as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common stock equivalents is provided in the table below: Three months ended Nine months ended 2017 2016 2017 2016 Number of options — — — 268,331 Exercise price of options — — — $10.08 - $11.02 Restricted stock units — — 57,118 53,546 Convertible Notes 5,005,000 — 4,418,333 — Warrants 5,005,000 — 4,418,333 — For purposes of determining diluted earnings per share, the Company has elected a policy to assume that the principal portion of the Convertible Notes, as described in Note 7 , “ Long-term Debt ,” is settled in cash and the conversion premium is settled in shares. Therefore, the Company has adopted a policy of calculating the diluted earnings per share effect of the Convertible Notes using the treasury stock method. As a result, the dilutive effect of the Convertible Notes is limited to the conversion premium, which is reflected in the calculation of diluted earnings per share as if it were a freestanding written call option on the Company’s shares. Using the treasury stock method, the Warrants issued in connection with the issuance of the Convertible Notes are considered to be dilutive when they are in the money relative to the Company’s average common stock price during the period. The Convertible Note Hedges purchased in connection with the issuance of the Convertible Notes are always considered to be anti-dilutive and therefore do not impact the Company’s calculation of diluted earnings per share. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Other Comprehensive Income [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock The Company is authorized to issue 100,000,000 shares of Horizon Global preferred stock, par value of $0.01 per share. There were no preferred shares outstanding at September 30, 2017 or December 31, 2016 . Common Stock The Company is authorized to issue 400,000,000 shares of Horizon Global common stock, par value of $0.01 per share. At September 30, 2017 , there were 24,936,110 shares of common stock issued and outstanding, net of 686,506 in treasury shares. At December 31, 2016 , there were 20,899,959 shares of common stock issued and outstanding. Share Repurchase Program In April 2017, the Board of Directors authorized a share repurchase program of up to 1.5 million shares of the Company’s issued and outstanding common stock during the period beginning on May 5, 2017 and ending May 5, 2020 (the “Share Repurchase Program”). The Share Repurchase Program provides for share purchases in the open market or otherwise, depending on share price, market conditions and other factors, as determined by the Company. In addition, the Company’s ABL Loan Agreement and Replacement Term Loan Amendment place certain limitations on the Company’s ability to repurchase its common stock. As of September 30, 2017 , cumulative shares purchased totaled 686,506 at an average purchase price per share of $14.55 , excluding commissions. The repurchased shares are presented as treasury stock, at cost, on the condensed consolidated balance sheets. Accumulated Other Comprehensive Income Changes in AOCI by component, net of tax, for the nine months ended September 30, 2017 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at December 31, 2016 $ (930 ) $ (7,410 ) $ (8,340 ) Net unrealized gains (losses) arising during the period (a) (7,950 ) 15,500 7,550 Less: Net realized losses reclassified to net income (b) (8,120 ) — (8,120 ) Net current-period change 170 15,500 15,670 Balance at September 30, 2017 $ (760 ) $ 8,090 $ 7,330 __________________________ (a) Derivative instruments, net of income tax benefit of $5.2 million . See Note 8 , “ Derivative Instruments ,” for further details. (b) Derivative instruments, net of income tax benefit of $4.8 million . See Note 8 , “ Derivative Instruments ,” for further details. Changes in AOCI by component, net of tax, for the nine months ended September 30, 2016 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at December 31, 2015 $ (710 ) $ 3,180 $ 2,470 Net unrealized gains (losses) arising during the period (a) (660 ) 1,130 470 Less: Net realized losses reclassified to net income (b) (1,030 ) — (1,030 ) Net current-period change 370 1,130 1,500 Balance at September 30, 2016 $ (340 ) $ 4,310 $ 3,970 __________________________ (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 $0.1 million . See Note 8 , “ Derivative Instruments ,” for further details. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
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 Company has experienced pre-tax losses in the U.S. In light of the losses, the Company evaluates the realizability of its deferred tax assets on a quarterly basis. In completing this evaluation, the Company considers all available evidence in order to determine whether, based on the weight of the evidence a valuation allowance is necessary. As of September 30, 2017 , we believe that it is more likely than not that the U.S. deferred tax assets will be realized. If the U.S. business continues to experience losses through 2017, management may determine a valuation allowance against the U.S. deferred tax assets is necessary, which would result in significant tax expense in the period recognized, as well as subsequent periods. The effective income tax rate was (1.9)% and (25.7)% for the three and nine months ended September 30, 2017 , respectively. For the three and nine months ended September 30, 2016 , the effective income tax rates were 75.8% and 8.3% , respectively. The lower effective income tax rate in the three months ended September 30, 2017 is driven by a higher portion of income earned in jurisdictions with lower statutory rates and the recognition of additional tax credits recognized in the U.S. The lower effective income tax rate in the nine months ended September 30, 2017 is driven by the recognition of the income tax benefits associated with stock awards issued, the release of certain unrecognized tax positions, and the recognition of additional tax credits in the U.S. During the nine months ended September 30, 2017 and 2016 , cash paid for domestic taxes was approximately $1.9 million and $1.9 million , respectively. During the nine months ended September 30, 2017 and 2016 , the Company paid cash for foreign taxes of $4.2 million and $2.2 million , respectively. |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of consideration paid for Best Bars, and the assets acquired and liabilities assumed: Acquisition Date (dollars in thousands) Consideration Cash paid $ 19,800 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables, net 2,100 Inventories 2,340 Other intangibles, net 7,690 Prepaid expenses and other current assets 110 Property and equipment, net 2,250 Accounts payable and accrued liabilities 1,680 Total identifiable net assets 12,810 Goodwill 6,990 $ 19,800 |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are summarized as follows: Horizon Americas Horizon Europe-Africa Horizon Total (dollars in thousands) Balance at December 31, 2016 $ 5,370 $ 114,820 $ — $ 120,190 Goodwill from acquisitions (a) — 6,990 6,990 Foreign currency translation and other 160 18,690 (120 ) 18,730 Balance at September 30, 2017 $ 5,530 $ 133,510 $ 6,870 $ 145,910 |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company’s other intangibles as of September 30, 2017 and December 31, 2016 are summarized below. The Company amortizes these assets over periods ranging from three to 25 years. September 30, 2017 December 31, 2016 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 $ 70,320 $ (31,610 ) $ 66,000 $ (28,440 ) Customer relationships, 15 – 25 years 111,680 (88,650 ) 104,690 (84,120 ) Total customer relationships 182,000 (120,260 ) 170,690 (112,560 ) Technology and other, 3 – 15 years 19,520 (15,290 ) 18,410 (14,560 ) Trademark/Trade names, <1 - 8 years 730 (170 ) 150 (150 ) Total finite-lived intangible assets 202,250 (135,720 ) 189,250 (127,270 ) Trademark/Trade names, indefinite-lived 26,250 — 24,740 — Total other intangible assets $ 228,500 $ (135,720 ) $ 213,990 $ (127,270 ) |
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 Nine months ended 2017 2016 2017 2016 (dollars in thousands) Technology and other, included in cost of sales $ 210 $ 30 $ 570 $ 100 Customer relationships & trademark/trade names, included in selling, general and administrative expenses 2,490 1,810 7,090 5,380 Total amortization expense $ 2,700 $ 1,840 $ 7,660 $ 5,480 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following components: September 30, December 31, (dollars in thousands) Finished goods $ 94,200 $ 89,410 Work in process 20,040 16,270 Raw materials 48,420 40,340 Total inventories $ 162,660 $ 146,020 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following components: September 30, December 31, (dollars in thousands) Land and land improvements $ 450 $ 520 Buildings 24,580 20,120 Machinery and equipment 161,330 138,470 186,360 159,110 Less: Accumulated depreciation 75,530 65,350 Property and equipment, net $ 110,830 $ 93,760 |
Depreciation Expense | Depreciation expense included in the accompanying condensed consolidated statements of income is as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Depreciation expense, included in cost of sales $ 3,440 $ 2,060 $ 9,330 $ 6,310 Depreciation expense, included in selling, general and administrative expense 330 440 950 1,180 Total depreciation expense $ 3,770 $ 2,500 $ 10,280 $ 7,490 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Expense | Interest expense recognized relating to the contractual interest coupon, amortization of debt discount and amortization of debt issuance costs on the Convertible Notes included in the accompanying condensed consolidated statements of income are as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Contractual interest coupon on convertible debt $ 880 $ — $ 2,310 $ — Amortization of debt issuance costs $ 130 $ — $ 350 $ — Amortization of "equity discount" related to debt $ 1,190 $ — $ 3,180 $ — |
Schedule of Debt | The Company’s long-term debt consists of the following: September 30, December 31, (dollars in thousands) ABL Facility $ 20,000 $ — Term B Loan 151,560 337,000 Convertible Notes 125,000 — Bank facilities, capital leases and other long-term debt 19,190 21,660 315,750 358,660 Less: Unamortized debt issuance costs and original issuance discount on Term B Loan 5,330 8,720 Unamortized debt issuance costs and discount on the Convertible Notes 31,200 — Current maturities, long-term debt 9,510 22,900 Long-term debt $ 269,710 $ 327,040 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of September 30, 2017 and December 31, 2016 , the fair value carrying amount of the Company’s derivative instruments were recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 270 $ 670 Foreign currency forward contracts Accrued liabilities (100 ) (760 ) Cross currency swap Other assets — 5,720 Cross currency swap Other long-term liabilities (7,880 ) — Total derivatives designated as hedging instruments (7,710 ) 5,630 Derivatives not designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets 270 — Foreign currency forward contracts Accrued liabilities (40 ) (130 ) Cross currency swap Other assets 20 — Total derivatives de-designated as hedging instruments 250 (130 ) Total derivatives $ (7,460 ) $ 5,500 |
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 and nine months ended September 30, 2017 and 2016 : Amount of Gain (Loss) Recognized in Amount of Gain (Loss) Reclassified Three months ended Nine months ended As of As of December 31, 2016 Location of Gain (Loss) Reclassified from AOCI into Earnings 2017 2016 2017 2016 (dollars in thousands) (dollars in thousands) Derivatives instruments Foreign currency forward contracts $ 190 $ (320 ) Cost of sales $ 620 $ (350 ) $ 880 $ (1,120 ) Cross currency swap $ (950 ) $ (610 ) Other expense, net $ (4,100 ) $ — $ (13,840 ) $ — |
Fair Value Measurements, Recurring and Nonrecurring | Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 are shown below. Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) September 30, 2017 Foreign currency forward contracts Recurring $ 400 $ — $ 400 $ — Cross currency swaps Recurring $ (7,860 ) $ — $ (7,860 ) $ — December 31, 2016 Foreign currency forward contracts Recurring $ (220 ) $ — $ (220 ) $ — Cross currency swap Recurring $ 5,720 $ — $ 5,720 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment activity is as follows: Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands) Net Sales Horizon Americas $ 115,460 $ 110,730 $ 351,400 $ 350,170 Horizon Europe-Africa 87,950 13,050 253,070 39,600 Horizon Asia-Pacific 36,710 27,940 92,520 75,820 Total $ 240,120 $ 151,720 $ 696,990 $ 465,590 Operating Profit (Loss) Horizon Americas $ 10,930 $ 12,910 $ 38,840 $ 35,630 Horizon Europe-Africa 2,680 210 5,950 600 Horizon Asia-Pacific 5,880 3,750 13,240 8,830 Corporate (6,200 ) (10,240 ) (21,160 ) (19,500 ) Total $ 13,290 $ 6,630 $ 36,870 $ 25,560 |
Equity Awards (Tables)
Equity Awards (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes Horizon stock option activity from December 31, 2016 to September 30, 2017 : Number of Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 347,585 $ 10.37 Granted — — Exercised (3,638 ) 10.40 Canceled, forfeited — — Expired — — Outstanding at September 30, 2017 343,947 $ 10.37 8.1 $ 2,499,061 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Changes in the number of restricted shares outstanding for the period ended September 30, 2017 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 557,563 $ 11.89 Granted 185,423 17.49 Vested (153,086 ) 12.52 Canceled, forfeited — — Outstanding at September 30, 2017 589,900 $ 13.50 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 attributable to Horizon Global and diluted earnings per share attributable to Horizon Global for the three and nine months ended September 30, 2017 and 2016 : Three months ended Nine months ended 2017 2016 2017 2016 (dollars in thousands, except for per share amounts) Numerator: Net income attributable to Horizon Global $ 6,890 $ 370 $ 17,290 $ 9,890 Denominator: Weighted average shares outstanding, basic 24,948,410 18,174,509 24,728,643 18,144,998 Dilutive effect of stock-based awards 430,842 344,568 426,157 188,228 Weighted average shares outstanding, diluted 25,379,252 18,519,077 25,154,800 18,333,226 Basic earnings per share attributable to Horizon Global $ 0.28 $ 0.02 $ 0.70 $ 0.55 Diluted earnings per share attributable to Horizon Global $ 0.27 $ 0.02 $ 0.69 $ 0.54 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | A summary of these anti-dilutive common stock equivalents is provided in the table below: Three months ended Nine months ended 2017 2016 2017 2016 Number of options — — — 268,331 Exercise price of options — — — $10.08 - $11.02 Restricted stock units — — 57,118 53,546 Convertible Notes 5,005,000 — 4,418,333 — Warrants 5,005,000 — 4,418,333 — |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component, net of tax, for the nine months ended September 30, 2017 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at December 31, 2016 $ (930 ) $ (7,410 ) $ (8,340 ) Net unrealized gains (losses) arising during the period (a) (7,950 ) 15,500 7,550 Less: Net realized losses reclassified to net income (b) (8,120 ) — (8,120 ) Net current-period change 170 15,500 15,670 Balance at September 30, 2017 $ (760 ) $ 8,090 $ 7,330 __________________________ (a) Derivative instruments, net of income tax benefit of $5.2 million . See Note 8 , “ Derivative Instruments ,” for further details. (b) Derivative instruments, net of income tax benefit of $4.8 million . See Note 8 , “ Derivative Instruments ,” for further details. Changes in AOCI by component, net of tax, for the nine months ended September 30, 2016 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at December 31, 2015 $ (710 ) $ 3,180 $ 2,470 Net unrealized gains (losses) arising during the period (a) (660 ) 1,130 470 Less: Net realized losses reclassified to net income (b) (1,030 ) — (1,030 ) Net current-period change 370 1,130 1,500 Balance at September 30, 2016 $ (340 ) $ 4,310 $ 3,970 __________________________ (a) Derivative instruments, net of income tax benefit of $0.1 million . See Note 8 , “ Derivative Instruments ,” for further details. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | Jul. 03, 2017USD ($) |
Best Bars | |
Business Acquisition [Line Items] | |
Total consideration | $ 19.8 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | $ 145,910 | $ 120,190 | |
Best Bars | |||
Business Acquisition [Line Items] | |||
Cash paid | $ 19,800 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Receivables, net | 2,100 | ||
Inventories | 2,340 | ||
Other intangibles, net | 7,690 | ||
Prepaid expenses and other current assets | 110 | ||
Property and equipment, net | 2,250 | ||
Accounts payable and accrued liabilities | 1,680 | ||
Total identifiable net assets | 12,810 | ||
Goodwill | 6,990 | $ 6,990 | |
Total assets acquired, goodwill, and liabilities assumed | $ 19,800 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets Goodwill Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance, beginning | $ 120,190 |
Foreign currency translation and other | 18,730 |
Balance, ending | 145,910 |
Horizon Americas | |
Goodwill [Roll Forward] | |
Balance, beginning | 5,370 |
Foreign currency translation and other | 160 |
Balance, ending | 5,530 |
Horizon Europe-Africa | |
Goodwill [Roll Forward] | |
Balance, beginning | 114,820 |
Foreign currency translation and other | 18,690 |
Balance, ending | 133,510 |
Horizon Asia-Pacific | |
Goodwill [Roll Forward] | |
Balance, beginning | 0 |
Foreign currency translation and other | (120) |
Balance, ending | 6,870 |
Best Bars | |
Goodwill [Roll Forward] | |
Balance, ending | 6,990 |
Best Bars | Horizon Americas | |
Goodwill [Roll Forward] | |
Balance, ending | 0 |
Best Bars | Horizon Asia-Pacific | |
Goodwill [Roll Forward] | |
Balance, ending | $ 6,990 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets Schedule of Intangible Assets (excluding Goodwill) by Major Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 202,250 | $ 189,250 |
Finite-lived intangible assets, accumulated amortization | (135,720) | (127,270) |
Total other intangible assets, Gross Carrying Amount | 228,500 | 213,990 |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 26,250 | 24,740 |
Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 182,000 | 170,690 |
Finite-lived intangible assets, accumulated amortization | (120,260) | (112,560) |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 730 | 150 |
Finite-lived intangible assets, accumulated amortization | (170) | (150) |
Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 70,320 | 66,000 |
Finite-lived intangible assets, accumulated amortization | (31,610) | (28,440) |
Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 111,680 | 104,690 |
Finite-lived intangible assets, accumulated amortization | (88,650) | (84,120) |
Useful Life Three to Fifteen Years [Member] | Technology and Other [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 19,520 | 18,410 |
Finite-lived intangible assets, accumulated amortization | $ (15,290) | $ (14,560) |
Minimum [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 3 years | |
Minimum [Member] | Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 1 year | |
Minimum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 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 (in years) | 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 (in years) | 3 years | |
Maximum [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 25 years | |
Maximum [Member] | Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life (in years) | 8 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 (in years) | 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 (in years) | 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 (in years) | 15 years |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 2,700 | $ 1,840 | $ 7,660 | $ 5,480 |
Cost of Sales | Technology and Other [Member] | ||||
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 210 | 30 | 570 | 100 |
Selling, General and Administrative Expenses | Customer Relationships [Member] | ||||
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 2,490 | $ 1,810 | $ 7,090 | $ 5,380 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 94,200 | $ 89,410 |
Work in process | 20,040 | 16,270 |
Raw materials | 48,420 | 40,340 |
Total inventories | $ 162,660 | $ 146,020 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 186,360 | $ 159,110 |
Less: Accumulated depreciation | 75,530 | 65,350 |
Property and equipment, net | 110,830 | 93,760 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 450 | 520 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,580 | 20,120 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 161,330 | $ 138,470 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Depreciation Expense [Line Items] | ||||
Depreciation expense | $ 3,770 | $ 2,500 | $ 10,280 | $ 7,490 |
Cost of Sales | ||||
Depreciation Expense [Line Items] | ||||
Depreciation expense | 3,440 | 2,060 | 9,330 | 6,310 |
Selling, General and Administrative Expenses | ||||
Depreciation Expense [Line Items] | ||||
Depreciation expense | $ 330 | $ 440 | $ 950 | $ 1,180 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt, gross | $ 315,750,000 | $ 358,660,000 |
Current maturities, long-term debt | 9,510,000 | 22,900,000 |
Long-term debt | 269,710,000 | 327,040,000 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, gross | 20,000,000 | 0 |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, gross | 151,560,000 | 337,000,000 |
Less: Unamortized debt issuance costs and discount | 5,330,000 | 8,720,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, gross | 125,000,000 | 0 |
Less: Unamortized debt issuance costs and discount | 31,200,000 | 0 |
Long-term debt | 93,800,000 | |
Bank facilities, capital leases and other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, gross | $ 19,190,000 | $ 21,660,000 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes (Details) | Feb. 01, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)trading_day | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 269,710,000 | $ 269,710,000 | $ 327,040,000 | |||
Equity issuance costs | $ 19,690,000 | |||||
Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | 2.75% | 2.75% | |||
Debt Instrument, Face Amount | $ 125,000,000 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 5,005,000 | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 24.98 | |||||
Debt Instrument, Issuance Costs, Debt and Equity Components | $ 4,000,000 | $ 4,000,000 | ||||
Debt Issuance Costs, Net | 3,000,000 | 3,000,000 | ||||
Long-term Debt | 93,800,000 | 93,800,000 | ||||
Unamortized debt issuance costs and discount | 31,200,000 | 31,200,000 | $ 0 | |||
Equity issuance costs | 1,000,000 | |||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 19,700,000 | 19,700,000 | ||||
Interest Expense, Debt, Contractual Interest Coupon | 880,000 | $ 0 | 2,310,000 | $ 0 | ||
Amortization of Debt Discount (Premium) | 1,190,000 | 0 | 3,180,000 | 0 | ||
Amortization of debt issuance costs | $ 130,000 | $ 0 | $ 350,000 | $ 0 | ||
Convertible Notes Payable [Member] | During any calendar quarter beginning after Jan 1, 2022 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Threshold Trading Days | trading_day | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 30 | |||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||||
Convertible Notes Payable [Member] | During the five business days after any five consecutive trading day period[Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | trading_day | 5 | |||||
Debt Instrument, Convertible, Period After Consecutive Trading Days | 5 days | |||||
Debt Conversion, Original Debt, Amount | $ 1,000 | |||||
Debt Instrument, Convertible, Ratio of Trading Price Per 1000 Principal Amount | 98.00% | |||||
Convertible Note Hedge [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 5,005,000 | |||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 24.98 | |||||
Derivative, Cost of Hedge | $ 29,000,000 | |||||
Derivative, Cost of Hedge Net of Cash Received | 7,500,000 | |||||
Equity Issuance Cost | $ 700,000 | |||||
Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 5,005,000 | |||||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 29.60 | |||||
Proceeds from Issuance of Warrants | $ 21,500,000 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Contractual interest coupon on convertible debt | $ 880 | $ 0 | $ 2,310 | $ 0 |
Amortization of debt issuance costs | 130 | 0 | 350 | 0 |
Amortization of equity discount related to debt | $ 1,190 | $ 0 | $ 3,180 | $ 0 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017USD ($)sub_facility | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)sub_facility | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 22, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 315,750,000 | $ 315,750,000 | $ 358,660,000 | |||
ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 99,000,000 | |||||
Letters of Credit, Maximum Borrowing Capacity | $ 20,000,000 | $ 20,000,000 | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||
Line of Credit Facility, Fronting Fee Percentage | 0.125% | |||||
Fixed Charge Coverage Ratio | 1 | 1 | ||||
Payments of Debt Issuance Costs | $ 2,500,000 | |||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | 400,000 | $ 400,000 | ||
Unamortized Debt Issuance Costs | 1,400,000 | 1,400,000 | 1,800,000 | |||
Long-term Debt | $ 20,000,000 | $ 20,000,000 | 0 | |||
Revolving Credit Facility, Weighted Average Interest Rate (as a percent) | 3.20% | 3.20% | ||||
Total letters of credit outstanding | $ 6,300,000 | $ 6,300,000 | 7,000,000 | |||
Revolving Credit Facility, Remaining Borrowing Capacity | $ 65,000,000 | $ 65,000,000 | $ 68,700,000 | |||
U.S. Facilities [Member] | ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of New Sub Facilities | sub_facility | 2 | 2 | ||||
Canadian Sub-facility [Member] | ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | $ 2,000,000 | ||||
UK Sub-facility [Member] | ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 3,000,000 | 3,000,000 | ||||
Minimum [Member] | U.S. Sub-facility [Member] | ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 85,000,000 | 85,000,000 | ||||
Maximum [Member] | U.S. Sub-facility [Member] | ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 94,000,000 | $ 94,000,000 |
Long-term Debt - U.S. Bank Debt
Long-term Debt - U.S. Bank Debt (Details) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($)Rate | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Rate | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)Rate | Feb. 01, 2017USD ($) | Sep. 19, 2016USD ($) | Jun. 30, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 4,640,000 | $ 0 | |||||
Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 200,000,000 | ||||||||
Required periodic payments | $ 2,500,000 | ||||||||
Incremental debt commitments capacity | $ 75,000,000 | $ 75,000,000 | |||||||
Net leverage ratio | 3.50 | 3.50 | |||||||
Percentage of excess cash flow required as a prepayment | 50.00% | ||||||||
Repayments of Debt | $ 177,000,000 | ||||||||
Loss on extinguishment of debt | 4,600,000 | ||||||||
Debt instrument, transactional fees | 2,400,000 | $ 2,400,000 | |||||||
Amortization of debt issuance costs | 400,000 | 300,000 | 1,200,000 | 1,000,000 | |||||
Term Loan, Aggregate Amount Outstanding | $ 151,600,000 | $ 151,600,000 | $ 337,000,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.70% | 5.70% | 7.00% | ||||||
Unamortized Debt Issuance Costs and Discount | $ 6,100,000 | $ 5,300,000 | $ 5,300,000 | $ 8,700,000 | |||||
Long-term Debt, Fair Value, % of par value | Rate | 101.40% | 101.40% | 101.60% | ||||||
Incremental Term Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 152,000,000 | ||||||||
Required periodic payments | $ 2,100,000 | ||||||||
Term B Loan Amendment [Member] [Domain] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, increase (decrease) in interest rate | 1.50% | ||||||||
Required periodic payments | $ 1,900,000 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 125,000,000 | ||||||||
Amortization of debt issuance costs | $ 130,000 | $ 0 | $ 350,000 | $ 0 | |||||
Through September 30, 2017 [Member] | Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio | 5.25 | 5.25 | |||||||
Through March 31, 2018 [Member] | Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio | 5 | 5 | |||||||
Through September 30, 2018 [Member] | Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio | 4.75 | 4.75 | |||||||
Thereafter [Member] | Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Net leverage ratio | 4.50 | 4.50 | |||||||
Base Rate [Member] | Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Term B Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.50% | ||||||||
Debt Instrument, Interest Rate Floor | 1.00% |
Long-term Debt - Non-U.S. Bank
Long-term Debt - Non-U.S. Bank Debt (Details) | Jul. 03, 2017USD ($)sub_facility | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 19, 2016USD ($) | Dec. 22, 2015USD ($) |
Australia Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,700,000 | ||||
Bank-Specified Rate [Member] | Australia Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | ||||
Australia Loans [Member] | |||||
Short-term Debt [Line Items] | |||||
Foreign Debt, Amount Outstanding | $ 0 | ||||
Australia Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Foreign Debt, Amount Outstanding | $ 0 | ||||
Australian Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 32,000,000 | ||||
Debt Instrument, Working Capital Coverage Ratio Required, Minimum | 1.75 | ||||
Debt Instrument, Covenant, Gearing Ratio, Maximum | 0.5 | ||||
Revolving Credit Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 99,000,000 | ||||
Australian Loan, Facility A [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,300,000 | ||||
Australian Loan, Facility B [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,700,000 | ||||
Australian Loan, Facility B [Member] | Bank Bid Swap Bill Rate [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.90% | ||||
If the net leverage ratio is less than 1.50 to 1.00 [Member] | Australian Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Ratio of Indebtedness to Net Capital | 1.50 | ||||
If the net leverage ratio is less than 1.50 to 1.00 [Member] | Australian Loan, Facility A [Member] | Bank Bid Swap Bill Rate [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.10% | ||||
If the net leverage ratio is less than 2.00 to 1.00 [Member] | Australian Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Ratio of Indebtedness to Net Capital | 2 | ||||
If the net leverage ratio is less than 2.00 to 1.00 [Member] | Australian Loan, Facility A [Member] | Bank Bid Swap Bill Rate [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.20% | ||||
If the net leverage ratio is less than 2.50 to 1.00 [Member] | Australian Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Ratio of Indebtedness to Net Capital | 2.50 | ||||
If the net leverage ratio is less than 2.50 to 1.00 [Member] | Australian Loan, Facility A [Member] | Bank Bid Swap Bill Rate [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.30% | ||||
During the period commencing on the date of the agreement and ending on the first anniversary of the date of the agreement [Member] | Australian Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 2.50 | ||||
Thereafter [Member] | Australian Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 2 | ||||
Austrailian Facilities [Member] | Revolving Credit Facility [Member] | |||||
Short-term Debt [Line Items] | |||||
Line of Credit Facility, Number of New Sub Facilities | sub_facility | 2 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) € in Millions, NZD in Millions, AUD in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017NZD | Sep. 30, 2017AUD | Sep. 30, 2016USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017NZD | |
Foreign Exchange Contract | |||||||||
Derivative [Line Items] | |||||||||
Gain (Loss) on derivative | $ (100,000) | $ 0 | |||||||
Foreign Exchange Contract | Cash Flow Hedging [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | 17,200,000 | 17,200,000 | |||||||
Euro Currency Swaps [Member] | Cash Flow Hedging [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | $ 117,000,000 | $ 117,000,000 | |||||||
Derivative Instruments in Hedges, Periodic Principle Payment | € | € 1.4 | ||||||||
Derivative Liability, Fixed Interest Rate | 5.40% | 5.40% | 5.40% | 5.40% | |||||
Derivative Instruments in Hedges, Periodic Principle Receipt | $ 1,500,000 | ||||||||
Derivative Asset, Fixed Interest Rate | 7.20% | 7.20% | 7.20% | 7.20% | |||||
NZD Currency Swap [Member] | Cash Flow Hedging [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, Notional Amount | $ 6,600,000 | $ 6,600,000 | |||||||
Derivative Instruments in Hedges, Periodic Principle Payment | NZD | NZD 0.8 | ||||||||
Derivative Instruments in Hedges, Periodic Principle Receipt | AUD | AUD 0.8 | ||||||||
Derivative Liability, Marginal Interest Rate | 0.31% | 0.31% | 0.31% | 0.31% | |||||
Currency Swap | Designated as Hedging Instrument [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer | 12 months | 12 months | 12 months | 12 months | |||||
Amount of gain (loss) expected to be reclassified from AOCI into Earnings | $ (1,500,000) | ||||||||
Intercompany Loan [Member] | |||||||||
Derivative [Line Items] | |||||||||
Related Party Transaction, Due from (to) Related Party | € 110 | NZD 10 | |||||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract | |||||||||
Derivative [Line Items] | |||||||||
Gain (Loss) on derivative | $ 100,000 | $ 300,000 | |||||||
Designated as Hedging Instrument [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer | 12 months | 12 months | 12 months | 12 months | |||||
Designated as Hedging Instrument [Member] | Foreign Exchange Contract | |||||||||
Derivative [Line Items] | |||||||||
Amount of gain (loss) expected to be reclassified from AOCI into Earnings | $ 200,000 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Position (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Total derivatives | $ (7,460) | $ 5,500 |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives | (7,710) | 5,630 |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives | 250 | (130) |
Foreign Exchange Contract | Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 270 | 670 |
Foreign Exchange Contract | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (100) | (760) |
Foreign Exchange Contract | Not Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 270 | 0 |
Foreign Exchange Contract | Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (40) | (130) |
Currency Swap | Designated as Hedging Instrument [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 5,720 |
Currency Swap | Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (7,880) | 0 |
Currency Swap | Not Designated as Hedging Instrument [Member] | Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 20 | $ 0 |
Derivative Instruments - Desi48
Derivative Instruments - Designated as hedging, Financial Performance (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Foreign Exchange Contract [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) | $ 190 | $ 190 | $ (320) | ||
Foreign Exchange Contract [Member] | Cost of Sales | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 620 | $ (350) | 880 | $ (1,120) | |
Currency Swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion, net of tax) | (950) | (950) | $ (610) | ||
Currency Swap | Other Nonoperating Income (Expense) [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | $ (4,100) | $ 0 | $ (13,840) | $ 0 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Foreign Exchange Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 400 | |
Derivative Liability | $ (220) | |
Foreign Exchange Contract | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | |
Derivative Liability | 0 | |
Foreign Exchange Contract | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 400 | |
Derivative Liability | (220) | |
Foreign Exchange Contract | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | |
Derivative Liability | 0 | |
Currency Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 5,720 | |
Derivative Liability | (7,860) | |
Currency Swap | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | |
Derivative Liability | 0 | |
Currency Swap | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 5,720 | |
Derivative Liability | (7,860) | |
Currency Swap | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 0 | |
Derivative Liability | $ 0 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segment | Sep. 30, 2016USD ($) | Dec. 31, 2016segment | |
Segment Reporting Information [Line Items] | |||||
Number of Reportable Segments | segment | 3 | 2 | |||
Net sales | $ 240,120 | $ 151,720 | $ 696,990 | $ 465,590 | |
Operating Profit (Loss) | 13,290 | 6,630 | 36,870 | 25,560 | |
Horizon Americas | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 351,400 | 350,170 | |||
Operating Segments [Member] | Horizon Americas | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 115,460 | 110,730 | |||
Operating Profit (Loss) | 10,930 | 12,910 | 38,840 | 35,630 | |
Operating Segments [Member] | Horizon Europe-Africa | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 87,950 | 13,050 | 253,070 | 39,600 | |
Operating Profit (Loss) | 2,680 | 210 | 5,950 | 600 | |
Operating Segments [Member] | Horizon Asia-Pacific | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 36,710 | 27,940 | 92,520 | 75,820 | |
Operating Profit (Loss) | 5,880 | 3,750 | 13,240 | 8,830 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Profit (Loss) | $ (6,200) | $ (10,240) | $ (21,160) | $ (19,500) |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 0.9 | $ 0.8 | $ 2.5 | $ 2.2 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | 0.2 | $ 0.2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 months | |||
Allocated Share-based Compensation Expense | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.6 |
Horizon 2015 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Authorized | 2,000,000 | 2,000,000 |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 347,585 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (3,638) |
Canceled, forfeited (in shares) | shares | 0 |
Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 343,947 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance (in usd per share) | $ / shares | $ 10.37 |
Granted (in usd per share) | $ / shares | 0 |
Exercised (in usd per share) | $ / shares | 10.40 |
Canceled, forfeited (in usd per share) | $ / shares | 0 |
Expired (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | $ 10.37 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |
Average Remaining Contractual Life (Years) | 8 years 1 month 1 day |
Aggregate Intrinsic Value | $ | $ 2,499,061 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 4 | $ 4 | ||
Restricted Stock And Performance Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 185,423 | |||
Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 185,423 | |||
Grant date fair value (in usd per share) | $ 17.49 | |||
Weighted-average period for recognition of the unrecognized unvested restricted shares-based compensation expense | 11 months | |||
Restricted shares-based compensation expense | $ 0.9 | $ 0.8 | $ 2.5 | $ 2.2 |
Market-based restricted shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate (as a percent) | 1.52% | |||
Expected stock volatility (as a percent) | 38.50% | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value (in usd per share) | $ 18.41 | |||
Vest ratably on March 1, 2018, 2019 and 2020 [Member] | Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 22,449 | |||
Vest ratably on March 1, 2018, 2019, 2020, and 2021 [Member] | Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 50,416 | |||
Vest on March 1, 2020 [Member] | Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 72,865 | |||
Vest on July 1, 2018 [Member] | Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 33,426 | |||
Vest on July 1, 2019 [Member] | Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 6,267 | |||
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 Sh54
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 557,563 |
Granted (in shares) | shares | 185,423 |
Vested (in shares) | shares | (153,086) |
Canceled, forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 589,900 |
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) | $ / shares | $ 11.89 |
Granted (in usd per share) | $ / shares | 17.49 |
Vested (in usd per share) | $ / shares | 12.52 |
Canceled, forfeited (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | $ 13.50 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsidiary, Sale of Stock [Line Items] | |||||
Net Income (Loss) Attributable to Parent | $ 6,890 | $ 370 | $ 17,290 | $ 9,890 | |
Weighted average shares outstanding, basic (in shares) | 24,948,410 | 18,174,509 | 24,728,643 | 18,144,998 | |
Dilutive effect of stock-based awards (in shares) | 430,842 | 344,568 | 426,157 | 188,228 | |
Weighted average shares outstanding, diluted (in shares) | 25,379,252 | 18,519,077 | 25,154,800 | 18,333,226 | |
Basic earnings per share (in usd per share) | $ 0.28 | $ 0.02 | $ 0.70 | $ 0.55 | |
Diluted earnings per share (in usd per share) | $ 0.27 | $ 0.02 | $ 0.69 | $ 0.54 | |
Public Stock Offering [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 4,600,000 | ||||
Sale of Stock, Price Per Share | $ 18.50 | ||||
Sale of Stock, Consideration Received on Transaction | $ 79,900 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 600,000 |
Earnings per Share Schedule of
Earnings per Share Schedule of Antidilutive Securities (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Exercise price of options (in usd per share) | $ 0 | $ 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 | 0 | 0 | 0 | 268,331 |
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 | 0 | 0 | 57,118 | 53,546 |
Convertible Notes Payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,005,000 | 0 | 4,418,333 | 0 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,005,000 | 0 | 4,418,333 | 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) | $ 0 | $ 10.08 | ||
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) | $ 0 | $ 11.02 |
Shareholders' Equity - (Details
Shareholders' Equity - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 30, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock, authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, outstanding shares | 0 | 0 | 0 | |||
Common Stock, authorized shares | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Stock, issued shares | 24,936,110 | 24,936,110 | 20,899,959 | |||
Common Stock, outstanding shares | 24,936,110 | 24,936,110 | 20,899,959 | |||
Treasury stock, shares | 686,506 | 686,506 | 0 | |||
Treasury stock acquired, average price per share (in usd per share) | $ 14.55 | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | $ 32,060 | |||||
Total other comprehensive income | $ 940 | $ 800 | 15,690 | $ 1,500 | ||
Ending Balance | 157,630 | 157,630 | ||||
Other Comprehensive Income (Loss), Tax [Abstract] | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 5,200 | 100 | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax | 4,800 | 100 | ||||
Derivative Instruments [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (930) | (710) | ||||
Net unrealized gains (losses) arising during the period | (7,950) | (660) | ||||
Less: Net realized losses reclassified to net income | (8,120) | (1,030) | ||||
Total other comprehensive income | 170 | 370 | ||||
Ending Balance | (760) | (340) | (760) | (340) | ||
Foreign Currency Translation [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (7,410) | 3,180 | ||||
Net unrealized gains (losses) arising during the period | 15,500 | 1,130 | ||||
Less: Net realized losses reclassified to net income | 0 | 0 | ||||
Total other comprehensive income | 15,500 | 1,130 | ||||
Ending Balance | 8,090 | 4,310 | 8,090 | 4,310 | ||
AOCI Attributable to Parent [Member] | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning Balance | (8,340) | 2,470 | ||||
Net unrealized gains (losses) arising during the period | 7,550 | 470 | ||||
Less: Net realized losses reclassified to net income | (8,120) | (1,030) | ||||
Total other comprehensive income | 15,670 | 1,500 | ||||
Ending Balance | $ 7,330 | $ 3,970 | $ 7,330 | $ 3,970 | ||
Share Repurchase Program [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares authorized to be repurchased | 1,500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Schedule of taxes paid by jurisdiction [Line Items] | ||||
Effective Income Tax Rate (as a percent) | (1.90%) | 75.80% | (25.70%) | 8.30% |
Domestic Tax Authority [Member] | ||||
Schedule of taxes paid by jurisdiction [Line Items] | ||||
Income Taxes Paid | $ 1.9 | $ 1.9 | ||
Foreign Tax Authority [Member] | ||||
Schedule of taxes paid by jurisdiction [Line Items] | ||||
Income Taxes Paid | $ 4.2 | $ 2.2 |