Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 26, 2018 | Jun. 30, 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 | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 24,950,906 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 352.3 |
Consolidated Balance Sheet Stat
Consolidated Balance Sheet Statement - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 29,570 | $ 50,240 |
Receivables, net | 91,770 | 77,570 |
Inventories | 171,500 | 146,020 |
Prepaid expenses and other current assets | 10,950 | 12,160 |
Total current assets | 303,790 | 285,990 |
Property and equipment, net | 113,020 | 93,760 |
Goodwill | 138,190 | 120,190 |
Other intangibles, net | 90,230 | 86,720 |
Deferred income taxes | 4,290 | 9,370 |
Other assets | 11,510 | 17,340 |
Total assets | 661,030 | 613,370 |
Current liabilities: | ||
Current maturities, long-term debt | 16,710 | 22,900 |
Accounts payable | 138,730 | 111,450 |
Accrued liabilities | 53,070 | 63,780 |
Total current liabilities | 208,510 | 198,130 |
Long-term debt | 258,880 | 327,040 |
Deferred income taxes | 14,870 | 25,730 |
Other long-term liabilities | 38,370 | 30,410 |
Total liabilities | 520,630 | 581,310 |
Commitments and contingent liabilities | 0 | 0 |
Shareholders' equity: | ||
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; 25,625,571 shares issued and 24,939,065 outstanding at December 31, 2017, respectively, and 20,899,959 shares issued and outstanding at December 31, 2016 | 250 | 210 |
Paid-in capital | 159,490 | 54,800 |
Treasury stock, at cost: 686,506 shares at December 31, 2017 and no shares at December 31, 2016 | (10,000) | 0 |
Accumulated deficit | (17,860) | (14,310) |
Accumulated other comprehensive income (loss) | 10,010 | (8,340) |
Total Horizon Global shareholders' equity | 141,890 | 32,360 |
Noncontrolling interest | (1,490) | (300) |
Total shareholders' equity | 140,400 | 32,060 |
Total liabilities and shareholders' equity | $ 661,030 | $ 613,370 |
Consolidated Balance Sheet Pare
Consolidated Balance Sheet Parentheticals - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheet Parenthetical [Abstract] | ||
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 | 25,625,571 | 20,899,959 |
Common stock, outstanding shares | 24,939,065 | 20,899,959 |
Treasury stock, outstanding shares | 686,506 | 0 |
Consolidated Statement of Incom
Consolidated Statement of Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Net sales | $ 892,980 | $ 649,200 | $ 575,510 |
Cost of sales | (685,380) | (488,850) | (432,470) |
Gross profit | 207,600 | 160,350 | 143,040 |
Selling, general and administrative expenses | (171,620) | (145,150) | (121,350) |
Net loss on dispositions of property and equipment | (1,220) | (540) | (2,120) |
Impairment of intangible assets | 0 | (8,360) | 0 |
Operating profit | 34,760 | 6,300 | 19,570 |
Other expense, net: | |||
Interest expense | (22,410) | (20,080) | (8,810) |
Loss on extinguishment of debt | (4,640) | 0 | 0 |
Other expense, net | (2,730) | (2,610) | (3,740) |
Other expense, net | (29,780) | (22,690) | (12,550) |
Income (loss) before income tax | 4,980 | (16,390) | 7,020 |
Income tax benefit (expense) | (9,750) | 3,730 | 1,280 |
Net income (loss) | (4,770) | (12,660) | 8,300 |
Less: Net loss attributable to noncontrolling interest | (1,220) | (300) | 0 |
Net income (loss) attributable to Horizon Global | $ (3,550) | $ (12,360) | $ 8,300 |
Net income (loss) per share attributable to Horizon Global: | |||
Net income (loss) per share attributable to Horizon Global, Basic (in usd per share) | $ (0.14) | $ (0.66) | $ 0.46 |
Net income (loss) per share attributable to Horizon Global, Diluted (in usd per share) | $ (0.14) | $ (0.66) | $ 0.46 |
Weighted average common shares outstanding: | |||
Weighted average common shares—basic (in shares) | 24,781,349 | 18,775,500 | 18,064,491 |
Weighted average common shares—diluted (in shares) | 24,781,349 | 18,775,500 | 18,160,852 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (4,770) | $ (12,660) | $ 8,300 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation | 17,840 | (10,590) | (9,510) |
Derivative instruments | 540 | (220) | (640) |
Total other comprehensive income (loss) | 18,380 | (10,810) | (10,150) |
Total comprehensive income (loss) | 13,610 | (23,470) | (1,850) |
Less: Comprehensive loss attributable to noncontrolling interest | (1,190) | (300) | 0 |
Comprehensive income (loss) attributable to Horizon Global | $ 14,800 | $ (23,170) | $ (1,850) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | |||
Net income | $ (4,770) | $ (12,660) | $ 8,300 |
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact: | |||
Net loss on dispositions of property and equipment | 1,220 | 540 | 2,120 |
Impairment of intangible assets | 0 | 8,360 | 0 |
Depreciation | 14,930 | 10,260 | 9,740 |
Amortization of intangible assets | 10,410 | 7,960 | 7,340 |
Amortization of debt issue costs | 6,940 | 2,090 | 830 |
Deferred income taxes | (100) | (8,430) | (4,920) |
Non-cash compensation expense | 3,630 | 3,860 | 2,530 |
Loss on extinguishment of debt | 4,640 | 0 | 0 |
Amortization of purchase accounting inventory step-up | 420 | 6,680 | 0 |
(Increase) decrease in receivables | (9,540) | 4,740 | (5,460) |
(Increase) decrease in inventories | (17,710) | 10,650 | (30) |
(Increase) decrease in prepaid expenses and other assets | 1,410 | (6,300) | 140 |
Increase (decrease) in accounts payable and accrued liabilities | 3,540 | 6,300 | 5,870 |
Other, net | (860) | 1,360 | 450 |
Net cash provided by operating activities, net of acquisition impact | 14,160 | 35,410 | 26,910 |
Cash Flows from Investing Activities: | |||
Capital expenditures | (27,290) | (14,540) | (8,320) |
Acquisition of businesses, net of cash acquired | (19,800) | (94,370) | 0 |
Net proceeds from disposition of businesses and other assets | 6,350 | 470 | 1,510 |
Net cash used for investing activities | (40,740) | (108,440) | (6,810) |
Cash Flows from Financing Activities: | |||
Proceeds from borrowing on credit facilities | 52,310 | 41,820 | 119,340 |
Repayments of borrowings on credit facilities | (50,910) | (40,200) | (118,890) |
Proceeds from Term B Loan, net of issuance costs | 0 | 148,180 | 192,820 |
Repayments of borrowings on Term B Loan, including transaction fees | (189,760) | (10,000) | (5,000) |
Proceeds from ABL Facility, net of issuance costs | 139,100 | 118,430 | 57,120 |
Repayments of borrowings on ABL Facility | (129,100) | (118,430) | (59,430) |
Repayments of Westfalia Group debt | 0 | (39,000) | 0 |
Repurchase of common stock | (10,000) | 0 | 0 |
Proceeds from sale of common stock in connection with the Company's equity offering, net of issuance costs | 79,920 | 0 | 0 |
Proceeds from issuance of Convertible Notes, net of issuance costs | 121,130 | 0 | 0 |
Proceeds from issuance of Warrants, net of issuance costs | 20,930 | 0 | 0 |
Payments on Convertible Note Hedges, inclusive of issuance costs | 29,680 | 0 | 0 |
Cash dividend paid to former parent | 0 | 0 | (214,500) |
Net transfers from former parent | 0 | 0 | 27,630 |
Other, net | (240) | (300) | 0 |
Net cash provided by (used for) financing activities | 3,700 | 100,500 | (910) |
Effect of exchange rate changes on cash | 2,210 | (750) | (1,390) |
Increase (decrease) for the year | (20,670) | 26,720 | 17,800 |
At beginning of year | 50,240 | 23,520 | 5,720 |
At end of year | 29,570 | 50,240 | 23,520 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 14,270 | 17,330 | 7,870 |
Non-cash investing/financing activities: | |||
Non-cash equity issuance for acquisition of businesses | $ 0 | $ 49,960 | $ 0 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Treasury Stock | Parent Company Investment | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Horizon Global Shareholders' Equity | Noncontrolling Interest |
Balances at Dec. 31, 2014 | $ 188,190 | $ 0 | $ 0 | $ 180,800 | $ 0 | $ 7,390 | $ 188,190 | $ 0 | |
Net income (loss) | 8,300 | 3,680 | 4,620 | 8,300 | |||||
Other comprehensive income (loss) | (10,150) | (10,150) | (10,150) | ||||||
Issuance of common stock, net of issuance costs | 180 | (180) | |||||||
Net transfers to former parent | 28,900 | 23,670 | 5,230 | 28,900 | |||||
Cash dividend paid to former parent | (214,500) | (214,500) | (214,500) | ||||||
Non-cash compensation expense | 1,260 | 1,260 | 1,260 | ||||||
Reclassification of net parent investment to accumulated deficit, parent company | 6,530 | ||||||||
Reclassification of net parent investment to accumulated deficit | (6,530) | ||||||||
Balances at Dec. 31, 2015 | 2,000 | 180 | 1,260 | (1,910) | 2,470 | 2,000 | |||
Net income (loss) | (12,660) | (12,360) | (12,360) | (300) | |||||
Other comprehensive income (loss) | (10,810) | (10,810) | (10,810) | ||||||
Issuance of common stock, net of issuance costs | 49,960 | 30 | 49,930 | 49,960 | |||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (330) | (330) | (330) | ||||||
Exercise of stock options | 40 | 40 | 40 | ||||||
Non-cash compensation expense | 3,860 | 3,860 | 3,860 | ||||||
Impact of adoption of new accounting guidance related to stock based compensation, paid-in capital | 40 | ||||||||
Impact of adoption of new accounting guidance related to stock based compensation, accumulated deficit | (40) | ||||||||
Balances at Dec. 31, 2016 | 32,060 | 210 | 54,800 | (14,310) | (8,340) | 32,360 | (300) | ||
Net income (loss) | (4,770) | (3,550) | (3,550) | (1,220) | |||||
Other comprehensive income (loss) | 18,380 | 18,350 | 18,350 | 30 | |||||
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 | (260) | (260) | (260) | ||||||
Exercise of stock options | 50 | 50 | 50 | ||||||
Non-cash compensation expense | 3,630 | 3,630 | 3,630 | ||||||
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 | 20,010 | 20,010 | 20,010 | ||||||
Convertible Note Hedges, net of issuance costs and tax | (19,550) | (19,550) | (19,550) | ||||||
Balances at Dec. 31, 2017 | $ 140,400 | $ 250 | $ 159,490 | $ (10,000) | $ 0 | $ (17,860) | $ 10,010 | $ 141,890 | $ (1,490) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 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 15 , “ Segment Information ,” for further information on each of the Company’s reportable segments. On June 30, 2015, Horizon became an independent company as a result of the distribution by TriMas Corporation (“TriMas” or “former parent”) of 100 percent of the outstanding common shares of Horizon Global to TriMas shareholders (the “spin-off”). Each TriMas shareholder of record as of the close of business on June 25, 2015 (the “Record Date”) received two Horizon Global common shares for every five TriMas common shares held as of the Record Date. The spin-off was completed on June 30, 2015 and was structured to be tax-free to both TriMas and Horizon Global shareholders. On July 1, 2015, Horizon Global common shares began regular trading on the New York Stock Exchange under the ticker symbol “HZN”. Pursuant to the separation and distribution agreement with TriMas, on June 30, 2015, the Company paid a cash dividend to TriMas of $214.5 million . The accompanying consolidated financial statements for the period prior to the spin-off are derived from TriMas’ historical accounting records on a carve-out basis. For the periods subsequent to the spin-off, the consolidated financial statements are derived from the historical accounting records of Horizon on a stand-alone basis. As such, the consolidated statements of income (loss), consolidated statement of comprehensive income (loss) and consolidated statement of cash flows for the years ended December 31, 2017 and 2016 consist of the consolidated results of Horizon on a stand-alone basis. The consolidated financial statements for the year ended December 31, 2015 consist of the consolidated results of Horizon on a stand-alone basis for the six months ended December 31, 2015, and the consolidated results of operations of Horizon as historically managed under TriMas, on a carve-out basis, for the six months ended June 30, 2015. For the period prior to the separation, the consolidated financial statements include expense allocations for certain functions provided by our former parent; however, the allocations may not reflect the expenses the Company would have incurred as an independent, publicly traded company for the period presented. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue or headcount. Transactions historically treated as intercompany between the Company and our former parent have been included in these consolidated financial statements and were considered effectively settled for cash at the time of the spin-off. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 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 consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on when an entity would be required to apply modification accounting. This guidance is effective for all entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted and should be applied on a prospective basis. The Company will adopt ASU 2017-09 on January, 1, 2018 on a prospective basis. 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 has early adopted ASU 2017-04 for its annual goodwill impairment test during the fourth quarter of 2017 and there was no impact on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 provides clarification on the definition of a business and adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within those annual periods, and should be applied on a prospective basis. ASU 2017-01 is effective for the Company for any new acquisitions (or disposals) starting on January 1, 2018. 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. 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 will adopt ASU 2016-16 on January 1, 2018, on a modified retrospective basis, which will not have a material impact on the financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 was issued to reduce differences in practice with respect to how specific transactions are classified in the statement of cash flows. 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 and should be applied on a retrospective basis. The Company will adopt ASU 2016-15 on January 1, 2018, which will not have a material impact on the financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which supersedes the leases requirements in “Leases (Topic 840)” (“ASU 2016-02”). 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 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 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)” (“ASU 2014-09” or “Topic 606”). ASU 2014-09 supersedes most of the existing guidance on revenue recognition in Accounting Standard Codification (“ASC”) Topic 605, “Revenue Recognition” (“Topic 605”), 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 Topic 606. 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 will adopt ASU 2014-09 using the modified retrospective approach whereby a cumulative-effect adjustment to the opening balance of retained earnings is recognized as of the date of adoption. The Company has drafted its accounting policy for Topic 606 based on its evaluation of the five steps in the new revenue recognition model, which included a detailed review of its business and contracts active during and through the end of 2017. While the Company continues to assess all potential impacts of the new standard, the Company does not expect that the adoption of the new revenue standard will have a material impact on the Company’s revenues, results of operations or financial position. 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 has evaluated its control framework for revenue recognition and is currently implementing necessary changes to its internal controls to address risks associated with the new standard. Disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the former guidance. The Company is currently concluding its assessment of the new disclosure requirements and is in process of drafting its disclosures under Topic 606 which will be finalized and incorporated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation. The consolidated financial statements include the assets, liabilities, revenues and expenses of Horizon Global and its subsidiaries as of December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 . In addition, the consolidated financial statements include the consolidation of a variable interest entity (“VIE”) that the Company has deemed to be the primary beneficiary of. The consolidated financial statements include the assets and liabilities of the VIE at December 31, 2017 and 2016 , and the revenues and expenses of the VIE for the period beginning October 1, 2016. Intercompany transactions have been eliminated. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated future unrecoverable lease costs, estimated unrecognized tax benefits, legal and product liability matters, assets and obligations related to employee benefits and allocated expenses, and the respective allocation methods. Actual results may differ from such estimates and assumptions. Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. Account Receivables. Receivables are presented net of allowances for doubtful accounts of approximately $3.1 million and $3.8 million at December 31, 2017 and 2016 , respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company’s best estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base. Account Receivables Factoring. The Company has factoring arrangements with financial institutions to sell certain accounts receivable under non-recourse agreements. Total receivables sold under the factoring arrangements were approximately $257.5 million and $20.7 million as of December 31, 2017 and 2016 , respectively. The sales of accounts receivable in accordance with the factoring arrangements are reflected as a reduction of Receivables, net in the consolidated balance sheets as they meet the applicable criteria of ASC 860, “ Transfers and Servicing.” The holdback amount due from the factoring institutions was approximately $3.1 million and $3.0 million as of December 31, 2017 and 2016 , respectively, and is shown in Receivables, net in the consolidated balance sheets. Cash proceeds from these arrangements are included in the change in receivables under the operating activities section of the consolidated statements of cash flows. The Company pays factoring fees associated with the sale of receivables based on the dollar value of the receivables sold. Total factoring fees were $0.7 million and $0.1 million for the years ended December 31, 2017 and 2016 . The Company had no factoring arrangements for the year ended December 31, 2015 . Inventories. Inventories are stated at lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the historical cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying consolidated statements of income (loss). Repair and maintenance costs are charged to expense as incurred. Depreciation and Amortization. Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: building and land/building improvements 10 to 40 years, and machinery and equipment, three to 15 years. Customer relationship intangibles are amortized over periods ranging from five to 25 years, while technology and other intangibles are amortized over periods ranging from three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews, on at least a quarterly basis, the financial performance of each business unit for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. Goodwill. Goodwill relating to a single business reporting unit is included as an asset of the applicable segment. Goodwill arising from major acquisitions that involve multiple reportable segments is allocated to the reporting units based on the relative fair value of the reporting unit. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. For purposes of the Company’s 2017 goodwill impairment test, the Company had three reporting units within its three reportable segments, all of which had goodwill. Goodwill is reviewed by the Company for impairment on a reporting unit basis annually on October 1st or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. During 2017, the Company has elected to early adopt ASU 2017-04, which eliminates the second step of the two-step goodwill impairment test. The Company performs a qualitative assessment (Step Zero) of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If so, the Company performs testing for possible impairment in a one-step quantitative process. The fair value of a reporting unit is compared with its carrying value, including goodwill. If fair value exceeds the carrying value, goodwill is not considered to be impaired. If the fair value of a reporting unit is below the carrying value, then goodwill is considered to be impaired in the amount of the excess of a reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company prepared a qualitative assessment of the carrying value of goodwill within its Horizon Americas and Horizon Asia‑Pacific reporting units as of our annual testing date at October 1, 2017, using the criteria in ASC 350-20-35-3 to determine whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. As a result of the impairment indicators discussed in detail below, we updated our analysis as of December 31, 2017. Based on the qualitative analysis performed, the Company does not believe that it is more likely than not that the that the fair value of the reporting units is less than the carrying amounts; therefore, the quantitative step is not required for the 2017 goodwill impairment test. The Company exercised its unconditional option provided by ASC 350-20-35-3B to bypass the qualitative assessment (Step Zero) of goodwill in its Horizon Europe-Africa reporting unit. The Company prepared a quantitative assessment to estimate the fair value of its Horizon Europe-Africa reporting unit at the annual testing date of October 1, 2017 utilizing a weighting of the income approach and the market approach. Based on the Step One analysis performed, the Horizon Europe-Africa reporting unit’s fair value substantially exceeded its carrying value; therefore, there is no goodwill impairment as a result of this 2017 goodwill impairment test. In the fourth quarter of 2017, the Company experienced a significant decline in its market capitalization. Further, the Horizon Europe‑Africa reporting unit did not perform in-line with expectations during the fourth quarter, driven by delayed closure and additional costs incurred relating to closing facilities in the United Kingdom and Sweden, delayed realization of price increases and inefficiencies transferring production to lower cost manufacturing sites. Because of the decline in market capitalization and fourth quarter results, the Company identified an indicator of impairment in the fourth quarter. As a result of the indicators identified, the Company performed an interim quantitative assessment as of December 31, 2017, utilizing a combination of the income and market approaches, which was weighted evenly. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value by approximately 1% . Key assumptions used in the analysis were a discount rate of 13% , EBITDA margin and a terminal growth rate of 2.5% . The primary driver in the reduction of the fair value of the reporting unit was a reduction of expected future cash flows. Since the acquisition of the Westfalia Group, as further described in Note 4 , “ Acquisitions” , the Company has invested, and intends to continue to invest, in cost savings and productivity initiatives that will drive strong future profitability. While these investments have resulted in lower post-acquisition EBITDA, the Company continues to believe these projects will result in significant future earnings. Future events and changing market conditions may, however, lead the Company to reevaluate the assumptions that have been used to test for goodwill impairment, including key assumptions used in the expected EBITDA margins, cash flows and discount rates, as well as other assumptions with respect to matters out of the Company’s control, such as currency exchange rates and market multiple comparables. Subsequent to December 31, 2017, the Company’s market capitalization has declined, primarily due to a pre-release of our estimated 2017 results that fell short of our previously communicated guidance, which may be an indicator of impairment. As noted above, the revised expectations were included in our interim goodwill impairment assessment. The Company will continue to assess the impact of its market capitalization and any other indicators of potential impairment. It is possible that if the Company’s market capitalization decline is more than temporary, or if other indicators of impairment are identified, an interim impairment analysis may be necessary, which could result in an impairment of goodwill, indefinite-lived intangible assets and other long-lived assets in 2018. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets, primarily trademarks and trade names, for impairment annually on October 1st by reviewing relevant quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. Indefinite-lived assets are tested for impairment by comparing the fair value of each intangible asset with its carrying value. The value of indefinite-lived assets are based on the present value of projected cash flows using a relief from royalty approach. If the carrying value exceeds fair value, the intangible asset is considered impaired and is reduced to fair value. We conducted the annual indefinite-lived intangible asset impairment tests as of October 1, 2017, and as a result of the impairment indicators noted above we performed an interim assessment as of December 31, 2017. Based on the results of our analyses there were certain trade names where the estimated fair values only slightly exceeded the carrying values. Key assumptions used in the analysis were discount rates of 13% to 15.5% and royalty rates ranging from 0.5% to 3.0% . Self-insurance. Horizon has historically, indirectly as a component of TriMas, participated in TriMas’ self-insurance plans and has been allocated a portion of the related expenses and liabilities for the period presented prior to the spin-off. TriMas was generally self-insured for losses and liabilities related to workers’ compensation, health and welfare claims and comprehensive general, product and vehicle liability. Liabilities associated with the risks were estimated by considering historical claims experience and other actuarial assumptions. Following the spin-off, the Company continued to participate in TriMas’ health and welfare plan through December 31, 2015 and reimbursed them for claims paid on its behalf. Horizon instituted self-insurance plans for losses and liabilities related to workers’ compensation and comprehensive general, product and vehicle liability at the time of spin-off which ran through June 30, 2016. The Company was generally responsible for up to $1.0 million per occurrence under our comprehensive general, product and vehicle liability plan and $0.5 million under our workers’ compensation plan. Beginning on July 1, 2016, Horizon is fully insured for workers’ compensation and retain no liability for claims under the new plan, and are generally responsible for up to $0.8 million per occurrence under our comprehensive general, product and vehicle liability plan. Reserves for claim losses, including an estimate of related litigation defense costs, are recorded based upon the Company’s estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as actual experience could cause these estimates to change. Revenue Recognition. Revenues from product sales are recognized when products are shipped or provided to customers, the customer takes ownership and assumes risk of loss, the sales price is fixed and determinable and collectability is reasonably assured. Net sales is comprised of gross revenues less estimates of expected returns, trade discounts and customer allowances, which include incentives such as cooperative advertising agreements, volume discounts and other supply agreements in connection with various programs. Such deductions are recorded during the period the related revenue is recognized. Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and inbound freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale, marketing and distribution of the Company’s products, shipping and handling costs, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses. Research and Development Costs. Research and development (“R&D”) costs are expensed as incurred. R&D expenses were approximately $15.4 million , $10.4 million and $4.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, and are included in cost of sales in the accompanying consolidated statements of income (loss). Shipping and Handling Expenses. Freight costs are included in cost of sales. Shipping and handling expenses, including those of Horizon Americas ’ distribution network, are included in selling, general and administrative expenses in the accompanying consolidated statements of income (loss). Shipping and handling costs were $13.3 million , $9.1 million and $7.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. Advertising costs were approximately $6.2 million , $6.1 million and $7.8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of income (loss). Income Taxes. For the purposes of the consolidated financial statements as of and for the six months ended June 30, 2015, the Company’s income tax expense and deferred income tax balances have been estimated as if the Company filed income tax returns on a stand-alone basis separate from former parent. As a stand-alone entity, deferred income taxes and effective tax rates may differ from those in the historical periods. Following the spin-off, the Company computes income taxes using the asset and liability method, whereby deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. Under the method, changes in tax rates and laws are recognized in income in the period such changes are enacted. Valuation allowances are determined based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and are utilized to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits within income tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. The provision for federal, foreign, and state and local income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes. Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in the consolidated statements of shareholders’ equity. Net foreign currency transaction gains or losses were approximately a $0.8 million loss for the year ended December 31, 2017 , a $0.5 million gain for the year ended December 31, 2016 , and a $1.4 million loss for the year ended December 31, 2015 . Net foreign currency transaction gains or losses are included in other expense, net in the accompanying consolidated statements of income (loss). Derivative Financial Instruments. The Company records all derivative financial instruments at fair value on the balance sheets as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then the effective portion of changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of other comprehensive income (loss) until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. When the underlying hedged transaction is realized or the hedged transaction is no longer probable, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in the consolidated statements of income (loss) through the same line item. The Company formally documents hedging relationships for all derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. Fair Value of Financial Instruments. In accounting for and disclosing the fair value of these instruments, the Company uses the following hierarchy: ▪ Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ▪ Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ▪ Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company’s foreign currency forward contracts and cross currency swaps are based on the income approach, which uses observable inputs such as forward currency exchange rates and swap rates. The carrying value of financial instruments reported in the balance sheets for current assets and current liabilities approximates fair value due to the short maturity of these instruments. Business Combinations. The Company records assets acquired and liabilities assumed from acquisitions at fair value. The fair value of working capital accounts generally approximate book value. The valuation of inventory, property, plant and equipment, and intangible assets require significant assumptions. Inventory is recorded based on the estimated selling price less costs to sell, including completion, disposal and holding period costs with a reasonable profit margin. Property, plant and equipment is recorded at fair value using a combination of both the cost and market approaches for both the real and personal property acquired. Under the cost approach, consideration is given to the amount required to construct or purchase a new asset of equal value at current prices, with adjustments in value for physical deterioration, as well as functional and economic obsolescence. Under the market approach, recent transactions for similar types of assets are used as the basis for estimating fair value. For trademark/trade names and technology and other intangible assets, the estimated fair value is based on projected discounted future net cash flows using the relief-from-royalty method. For customer relationship intangible assets, the estimated fair value is based on projected discounted future cash flows using the excess earnings method. The relief-from-royalty and excess earnings method are both income approaches that utilize key assumptions such as forecasts of revenue and expenses over an extended period of time, royalty rate percentages, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. Earnings Per Share. Basic earnings per share (“EPS”) is computed based upon the weighted average number of common shares outstanding for each period. Diluted EPS is computed based on the weighted average number of common shares and common equivalent shares. Common equivalent shares represent the effect of stock-based awards, warrants, and convertible notes during each period presented, which, if exercised, earned, or converted, would have a dilutive effect on earnings per share. On June 30, 2015, 18,062,027 shares of our common stock were distributed to TriMas shareholders of record to complete the spin-off from TriMas. For comparative purposes we have used weighted average shares of 18,062,027 to calculate basic EPS for all periods prior to the spin-off. Dilutive earnings per share are calculated to give effect to stock options and warrants, restricted shares outstanding, and convertible notes during each period. Environmental Obligations. The Company is subject to increasingly stringent environmental laws and regulations, including those relating to air emissions, wastewater discharges and chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment and compliance with environmental permits. To date, costs of complying with environmental, health and safety requirements have not been material; however, the Company cannot quantify with certainty the potential impact of future compliance efforts and environmental remediation actions. While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company’s business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment or investigation and cleanup of contaminated sites. Ordinary Course Claims. The Company is subject to claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation is likely to have a material adverse effect on its financial position and results of operations or cash flows. Stock-based Compensation. The Company measures stock-based compensation expense at fair value as of the grant date in accordance with U.S. GAAP and recognizes such expenses over the vesting period of the stock-based employee awards. Stock options are issued with an exercise price equal to the opening market price of Horizon common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life, risk-free interest rate and expected dividend yield. In addition, the Company periodically updates its estimate of attainment for each restricted share with a performance factor based on current and forecasted results, reflecting the change from prior estimate, if any, in current period compensation expense. Other Comprehensive Income (Loss). The Company refers to other comprehensive income (loss) as revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are recorded directly as an adjustment to accumulated deficit. Other comprehensive income (loss) is comprised of foreign currency translation adjustments and changes in unrealized gains and losses on forward currency contracts and cross currency swaps. Net transfers (to) from parent . Net transfers (to) from parent in the consolidated statements of cash flows and statements of shareholders’ equity represent the total net effect of the settlement of intercompany transactions with TriMas. Reclassifications. Certain amounts in prior years’ financial statements have been reclassified to conform to the current presentation. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2017 Acquisition 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 which has not been finalized. 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 consolidated statements of income (loss) 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 2,100 Inventories 2,340 Other intangibles 7,690 Prepaid expenses and other current assets 110 Property and equipment 2,250 Accounts payable and accrued liabilities (1,680 ) Total identifiable net assets 12,810 Goodwill 6,990 $ 19,800 2016 Acquisition On October 4, 2016, the Company completed the acquisition of 100% of the equity interest in Westfalia-Automotive Holding GmbH and TeIJs Holding B.V. (collectively, the “ Westfalia Group ”). The acquisition was effective October 1, 2016, and was for total consideration of approximately $141.5 million , net of cash acquired. The consideration was in the form of approximately $91.6 million paid in cash, net of cash acquired, and approximately $49.9 million paid through the issuance of 2,704,310 shares of the Company’s common stock. The fair value of the common stock was $18.48 , determined based on the price of the Company’s common stock on October 4, 2016, which was $19.87 , with a discount applied due to restrictions on marketability. The Westfalia Group is a leading global towing company. Headquartered in Rheda-Wiedenbrück, Germany, with operating facilities in 11 countries, it manufactures towing and trailering products, including more than 1,700 different types of towbars, wiring kits and carrier systems for cars and light utility vehicles. The Company believes the acquisition will expand its opportunities for revenue and margin growth, increase its market share and augment its global OE footprint with access to new markets and customers. The following table summarizes the fair value of consideration paid for the Westfalia Group , and the assets acquired and liabilities assumed: Acquisition Date (dollars in thousands) Consideration Cash paid $ 91,580 Issuance of common stock 49,960 Total consideration $ 141,540 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables $ 19,700 Inventories 43,290 Other intangibles (a) 47,780 Prepaid expenses and other current assets 1,740 Property and equipment 47,480 Accounts payable and accrued liabilities (54,150 ) Long-term debt (59,140 ) Other long-term liabilities (31,210 ) Total identifiable net assets 15,490 Goodwill (b) 126,050 $ 141,540 ___________________________ (a) Consists of approximately $33.6 million of customer relationships with an estimated useful life of 16.3 years, $3.4 million of technology and other intangible assets with an estimated useful life of 10 years and $10.8 million of trademark/trade names with an indefinite useful life. (b) All of the goodwill was assigned to the Company’s Horizon Europe‑Africa reportable segment and is expected to be deductible for tax purposes. The results of operations of the Westfalia Group are included in the Company’s results beginning October 1, 2016. The actual amounts of net sales and operating loss of the Westfalia Group included in the accompanying consolidated statements of income (loss) for the year ended December 31, 2016 are $54.5 million and $9.6 million , respectively. The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2015. The supplemental pro forma information presented below is for informational purposes and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2015: Pro forma Combined (a) Year ended December 31, 2016 2015 (dollars in thousands) Net sales $ 811,330 $ 787,930 Net loss attributable to Horizon Global $ (12,780 ) $ (18,350 ) Basic earnings (loss) per share attributable to Horizon Global $ (0.61 ) $ (0.88 ) Diluted earnings (loss) per share attributable to Horizon Global $ (0.61 ) $ (0.88 ) ___________________________ (a) The supplemental pro forma results reflect certain material adjustments, as follows: 1. Pre-tax pro forma adjustments for inventory step-up of $6.7 million for each of the years ended December 31, 2016 and December 31, 2015, respectively, associated with the acquisition. 2. Pre-tax pro forma adjustments for depreciation expense of $1.4 million and $2.0 million for the years ended December 31, 2016 and December 31, 2015, respectively, on the property and equipment associated with the acquisition. 3. Pre-tax pro forma adjustments for amortization expense of $1.4 million and $1.5 million for the years ended December 31, 2016 and December 31, 2015, respectively, on the intangible assets associated with the acquisition. 4. Pre-tax pro forma adjustments for financing costs of $0.5 million and $0.6 million for the years ended December 31, 2016 and December 31, 2015, respectively, on the incremental debt associated with the acquisition. 5. Pre-tax pro forma adjustments for transaction costs of $10.3 million for each of the years ended December 31, 2016 and December 31, 2015, respectively, associated with the acquisition. 6. Pre-tax pro forma adjustments of $8.1 million and $10.7 million for the years ended December 31, 2016 and December 31, 2015, respectively, to reflect interest expense incurred on the incremental term loan and revolver borrowings incurred in order to fund the acquisition. Total acquisition costs incurred by the Company in connection with its purchase of the Westfalia Group , primarily related to third- party legal, accounting and tax diligence fees, were approximately $10.3 million , all of which were incurred during 2016. These costs are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income (loss). |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows: Horizon Americas Horizon Europe‑Africa Horizon Asia‑Pacific Total (dollars in thousands) Balances at December 31, 2015 $ 4,410 $ — $ — $ 4,410 Goodwill from acquisitions (a) — 126,050 — 126,050 Foreign currency translation and other 960 (11,230 ) — (10,270 ) Balances at December 31, 2016 5,370 114,820 — 120,190 Goodwill from acquisitions (b) — — 6,990 6,990 Foreign currency translation and other (90 ) 11,340 (240 ) 11,010 Balances at December 31, 2017 $ 5,280 $ 126,160 $ 6,750 $ 138,190 __________________________ (a) Attributable to the acquisition of the Westfalia Group, as further described in Note 4 , “ Acquisitions ”. (b) Attributable to the acquisition of Best Bars, as further described in Note 4 , “ Acquisitions ”. Other Intangible Assets In May 2016, the Company made a decision to simplify its brand offering in the Horizon Americas ’ reportable segment. Based on this decision, the Company no longer expects that the economic benefit of certain indefinite-lived trade names extends beyond the foreseeable future. As a result, in the second quarter of 2016, the Company determined that trade names with an aggregate carrying value of $2.4 million should be assigned finite useful lives. In accordance with ASC 350, “ Intangibles - Goodwill and Other, ” these trade names were first tested for impairment as indefinite-lived intangible assets resulting in non-cash intangible asset impairment charges of $2.2 million . The remaining $0.2 million was reclassified to amortizable intangible assets during the second quarter of 2016 and amortized within selling, general and administrative costs over the remainder of the year. During the Company’s annual indefinite-lived impairment testing in the fourth quarter of 2016, due to the macroeconomic conditions in Brazil and declining sales and sales projections as a result of competitive pressures in the United Kingdom, the Company determined that certain trade names with an aggregate carrying value of $6.9 million were impaired. In accordance with ASC 350, “ Intangibles - Goodwill and Other, ” the indefinite-lived assets were tested for impairment with fair value measurements derived from a relief from royalty method, which considers projected revenue and an estimated royalty rate. It was determined that the carrying value of these trade names exceeded their estimated fair value. As a result, non-cash intangible asset impairment charges of $3.8 million and $2.4 million were recorded in the Horizon Americas and Horizon Europe‑Africa reportable segments, respectively. No impairment charges were recorded during the year ended December 31, 2017. Refer to Note 3 , “Summary of Significant Accounting Policies” for further discussion. The gross carrying amounts and accumulated amortization of the Company’s other intangibles as of December 31, 2017 and 2016 are summarized below. The Company amortizes these assets over periods ranging from on e to 25 years. As of December 31, 2017 As of 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 - 25 years $ 180,850 $ (121,750 ) $ 170,690 $ (112,560 ) Technology and other, 3 - 15 years 19,950 (15,260 ) 18,410 (14,560 ) Trademark/Trade names, 1 - 8 years 730 (190 ) 150 (150 ) Total finite-lived intangible assets 201,530 (137,200 ) 189,250 (127,270 ) Trademark/Trade names, indefinite-lived 25,900 — 24,740 — Total other intangible assets $ 227,430 $ (137,200 ) $ 213,990 $ (127,270 ) Amortization expense related to intangible assets as included in the accompanying consolidated statements of income (loss) is summarized as follows: Year ended December 31, 2017 2016 2015 (dollars in thousands) Technology and other, included in cost of sales $ 710 $ 170 $ 190 Customer relationships & Trademark/Trade names, included in selling, general and administrative expenses 9,700 7,790 7,150 Total amortization expense $ 10,410 $ 7,960 $ 7,340 Estimated amortization expense for the next five fiscal years beginning after December 31, 2017 is as follows: Year ended December 31, Estimated Amortization Expense (dollars in thousands) 2018 $ 7,740 2019 7,240 2020 7,040 2021 5,490 2022 5,240 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: December 31, December 31, (dollars in thousands) Finished goods $ 105,070 $ 89,410 Work in process 16,590 16,270 Raw materials 49,840 40,340 Total inventories $ 171,500 $ 146,020 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following components: December 31, December 31, (dollars in thousands) Land and land improvements $ 480 $ 520 Buildings 23,370 20,120 Machinery and equipment 162,830 138,470 186,680 159,110 Less: Accumulated depreciation 73,660 65,350 Property and equipment, net $ 113,020 $ 93,760 Depreciation expense as included in the accompanying consolidated statements of income (loss) is as follows: Year ended December 31, 2017 2016 2015 (dollars in thousands) Depreciation expense, included in cost of sales $ 13,730 $ 8,800 $ 8,210 Depreciation expense, included in selling, general and administrative expense 1,200 1,460 1,530 Total depreciation expense $ 14,930 $ 10,260 $ 9,740 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued and other long-term liabilities As of December 31, 2017 and 2016 , accrued wages and bonus were approximately $9.9 million and $16.7 million , respectively. No other classification of accrued liabilities exceeded 5% of current liabilities as of December 31, 2017 and 2016 . Other long-term liabilities consist of the following components: December 31, December 31, (dollars in thousands) Long-term tax liabilities $ 13,750 $ 9,720 Cross currency swap 7,830 — Deferred purchase price 3,350 5,070 Other 13,440 15,620 Total other long-term liabilities $ 38,370 $ 30,410 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term debt | Long-term Debt The Company’s long-term debt consists of the following: December 31, December 31, (dollars in thousands) ABL Facility $ 10,000 $ — Term B Loan 149,620 337,000 Convertible Notes 125,000 — Bank facilities, capital leases and other long-term debt 25,780 21,660 310,400 358,660 Less: Unamortized debt issuance costs and original issuance discount on Term B Loan 4,940 8,720 Unamortized debt issuance costs and discount on the Convertible Notes 29,870 — Current maturities, long-term debt 16,710 22,900 Long-term debt $ 258,880 $ 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 fourth 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 December 31, 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 fair 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 $3.9 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 $2.9 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 December 31, 2017 , was $95.1 million , including total unamortized debt discount and debt issuance costs of $29.9 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 $20.0 million at December 31, 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 consolidated statements of income (loss) are as follows: Year ended December 31, 2017 2016 (dollars in thousands) Contractual interest coupon on convertible debt $ 3,190 $ — Amortization of debt issuance costs $ 490 $ — Amortization of "equity discount" related to debt $ 4,380 $ — The estimated fair value of the Convertible Notes based on a market approach as of December 31, 2017 was approximately $120.3 million , which represents a Level 2 valuation. The estimated fair value was determined based on the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last business day of the period. 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 before the allocation of $0.6 million of issuance costs. 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 December 31, 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 $0.5 million , $0.5 million and $0.1 million during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, related to the amortization of debt issuance costs, which is included in the accompanying consolidated statements of income (loss). There were $1.3 million and $1.8 million of unamortized debt issuance costs included in other assets in the accompanying consolidated balance sheet as of December 31, 2017 and December 31, 2016 , respectively. There was $10.0 million outstanding under the ABL Facility as of December 31, 2017 with a weighted average interest rate of 3.6% . As of December 31, 2016 there were no amounts outstanding. Total letters of credit issued at December 31, 2017 and 2016 were $6.3 million and $7.0 million , respectively. The Company had $58.5 million and $68.7 million in availability under the ABL Facility as of December 31, 2017 and 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 (the “Term Loan Amendment”) which amended the Term B Loan to provide for incremental commitments in an aggregate principal amount of $152.0 million (the “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 the “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 equal to 50.0% of the Company’s excess cash flow for such fiscal year, as defined in the Term B Loan, subject to adjustments based on the Company’s leverage ratio and optional prepayments of term loans and certain other indebtedness. All of the indebtedness under the Term B Loan is and will be guaranteed by the Company’s existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. The Term B Loan contains customary negative covenants, and also contains a financial maintenance covenant which requires the Company to maintain a net leverage ratio not exceeding 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 December 31, 2017 , the Company was in compliance with its financial covenants as described 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 12 , “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 (loss). 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 $1.6 million , $1.6 million and $0.7 million during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 related to the amortization of debt issuance costs and original issue discount, which is included in the accompanying consolidated statements of income (loss). The Company had an aggregate principal amount outstanding of $149.6 million and $337.0 million as of December 31, 2017 and 2016 , respectively, under the Term B Loan bearing interest at 6.1% , and had $4.9 million and $8.7 million as of December 31, 2017 and 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 consolidated balance sheet. The Company’s Term B Loan traded at approximately 101.4% and 101.6% of par value as of December 31, 2017 and December 31, 2016 . The valuation of the Term B Loan was determined based on Level 2 inputs under the fair value hierarchy, as defined in Note 3 , “ Summary of Significant Accounting Polices. ” Bank facilities On July 3, 2017, our Australian subsidiaries entered into a new agreement (collectively, the “Australia Loans”) to provide for revolving borrowings with an aggregate principal amount of $32.0 million as of December 31, 2017 . The Australia 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 . There were $6.6 million outstanding under the Australian Loans as for December 31, 2017 . As of December 31, 2016 , no amounts were outstanding under the old revolving debt facility. 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% . Long-term Debt Maturities Future maturities of the face value of long-term debt at December 31, 2017 are as follows: Years ending December 31, Future maturities of long-term debt (dollars in thousands) 2018 $ 16,970 2019 9,670 2020 19,110 2021 127,950 2022 125,010 Thereafter 11,690 Total $ 310,400 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk As of December 31, 2017 , the Company was party to forward contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $23.0 million . The Company uses foreign currency forward contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain payments for contract manufacturing in its lower-cost manufacturing facilities. The foreign currency forward contracts hedge currency exposure between the Mexican peso and the U.S. dollar, the Thai baht and the Australian dollar and the U.S. dollar and the Australian dollar and mature at specified monthly settlement dates through December 2018. At inception, the Company designated the foreign currency forward contracts as cash flow hedges. Upon the performance of contract manufacturing or 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 December 31, 2017 , the notional amount of the cross currency swap was approximately $115.4 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 (loss) to earnings to offset the re-measurement gain or loss on the non-U.S. denominated intercompany loan. On August 16, 2017, the Company’s Australian subsidiary entered into a cross currency swap arrangement to hedge changes in foreign currency exchange rates. As of December 31, 2017 , the notional amount of the cross currency was approximately $5.9 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 December 31, 2017 and 2016 , the fair value carrying amount of the Company’s derivative instruments were recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption December 31, 2017 December 31, 2016 (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ — $ 670 Foreign currency forward contracts Accrued liabilities (670 ) (760 ) Cross currency swap Other assets — 5,720 Cross currency swap Other long-term liabilities (7,830 ) — Total derivatives designated as hedging instruments (8,500 ) 5,630 Derivatives not designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets 110 — Foreign currency forward contracts Accrued liabilities (90 ) (130 ) Cross currency swap Other assets 90 — Total derivatives de-designated as hedging instruments 110 (130 ) Total derivatives $ (8,390 ) $ 5,500 The following table summarizes the gain or loss recognized in accumulated other comprehensive income (loss) (“AOCI”) and the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings as of December 31, 2017 and 2016 , and for the years ended December 31, 2017 , 2016 and 2015 . Amount of Gain (Loss) Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) Reclassified from As of December 31, Year ended December 31, 2017 2016 2017 2016 2015 (dollars in thousands) (dollars in thousands) Derivative instruments Foreign currency forward contracts $ (660 ) $ (320 ) Cost of sales $ 940 $ (1,620 ) $ (590 ) Cross currency swap $ 270 $ (610 ) Other expense, net $ (15,820 ) $ 7,510 $ — Over the next 12 months, the Company expects to reclassify approximately $0.7 million of pre-tax deferred losses, related to the foreign currency forward contracts, from AOCI to cost of sales as the contract manufacturing and inventory purchases are settled. Over the next 12 months, the Company expects to reclassify approximately $0.4 million of pre-tax deferred gains, 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 consolidated statements of income (loss). There was no gain or loss on de-designated derivatives for the year ended December 31, 2017 . The gain and loss on de-designated derivatives amounted to $0.3 million and $0.1 million , respectively, for the years ended December 31, 2016 and 2015 , 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 consolidated statements of income (loss). The gain on this cross currency swap was $0.1 million for the year ended December 31, 2017 . During 2016 , the Company entered into forward contracts to acquire a total of €125 million , or $140.0 million , to hedge changes in foreign currency related to the cash portion of the purchase price and debt acquired of the Westfalia Group acquisition. These forward contracts were sold for approximately $140.1 million ; the resulting gain of $0.1 million is included within other expense, net in the Company’s consolidated statements of income (loss) for the year ended December 31, 2016 . Additionally, the Company purchased a currency option to buy €55.0 million at a specified exchange rate in connection with the Westfalia Group acquisition. Upon entering the agreement the Company paid a premium of approximately $0.9 million . This option was sold for approximately $0.4 million ; the resulting loss of $0.5 million is included within other expense, net in the Company’s consolidated statements of income (loss) for the year ended December 31, 2016 . 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. The Company’s derivatives are recorded at fair value in its consolidated balance sheets and are valued using pricing models that are primarily based on market observable external inputs, including spot and forward currency exchange rates, benchmark interest rates, and discount rates consistent with the instrument’s tenor, and consider the impact of the Company’s own credit risk, if any. Changes in counterparty credit risk are also considered in the valuation of derivative financial instruments. 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 December 31, 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) December 31, 2017 Foreign currency forward contracts Recurring $ (650 ) $ — $ (650 ) $ — Cross currency swaps Recurring $ (7,740 ) $ — $ (7,740 ) $ — December 31, 2016 Foreign currency forward contracts Recurring $ (220 ) $ — $ (220 ) $ — Cross currency swap Recurring $ 5,720 $ — $ 5,720 $ — |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain equipment and facilities under non-cancellable operating leases. Rental expense for the Company totaled approximately $20.0 million in 2017 , $16.8 million in 2016 and $15.8 million in 2015 . Minimum payments for operating leases having initial or remaining non-cancellable lease terms in excess of one year at December 31, 2017 are summarized below (in thousands): December 31, Minimum payments (dollars in thousands) 2018 $ 17,020 2019 15,550 2020 14,360 2021 13,180 2022 7,820 Thereafter 17,390 Total $ 85,320 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share On June 30, 2015 , approximately 18.1 million common shares of Horizon Global were distributed to TriMas shareholders in conjunction with the spin-off. For comparative purposes, and to provide a more meaningful calculation for weighted average shares, this amount was assumed to be outstanding as of the beginning of the 2015 period presented in the calculation of basic weighted average shares. 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. Basic earnings per share is computed using net income attributable to Horizon Global and the number of weighted average shares outstanding. 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. Due to net losses for the years ended December 31, 2017 and 2016, the effect of potentially dilutive securities had an antidilutive effect and therefore were excluded from the computation of diluted loss per share. 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 years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 2016 2015 (dollars in thousands, except for per share amounts) Numerator: Net income (loss) attributable to Horizon Global $ (3,550 ) $ (12,360 ) $ 8,300 Denominator: Weighted average shares outstanding, basic 24,781,349 18,775,500 18,064,491 Dilutive effect of stock-based awards — — 96,361 Weighted average shares outstanding, diluted 24,781,349 18,775,500 18,160,852 Basic earnings (loss) per share attributable to Horizon Global $ (0.14 ) $ (0.66 ) $ 0.46 Diluted earnings (loss) per share attributable to Horizon Global $ (0.14 ) $ (0.66 ) $ 0.46 The effect of certain potentially dilutive securities were excluded from the computation of weighted average diluted shares outstanding for years ended December 31, 2017 , 2016 and 2015 , as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common stock equivalents is provided in the table below: Year Ended December 31, 2017 2016 2015 Number of options 343,782 331,485 212,088 Exercise price of options $9.20 - $11.29 $9.20 - $11.29 $9.20 - $11.29 Restricted stock units 584,335 526,751 — Convertible Notes 4,566,205 — — Warrants 4,566,205 — — 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 9 , “ 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. |
Equity Awards
Equity Awards | 12 Months Ended |
Dec. 31, 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 stock 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 December 31, 2017 : Number of Stock Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 347,585 $ 10.37 Granted — — Exercised (6,593 ) 10.26 Canceled, forfeited (2,643 ) 10.08 Expired — — Outstanding at December 31, 2017 338,349 $ 10.38 7.8 $ 1,231,917 As of December 31, 2017 , there was $0.1 million in unrecognized compensation costs related to stock options that is expected to be recognized over a weighted average period of 0.5 years. The Company recognized approximately $0.3 million , $0.8 million and $0.2 million of stock-based compensation expense related to stock options for the years ended December 31, 2017 , 2016 and 2015 , respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of income. Restricted Units During 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 restricted stock units is expensed over the vesting period. Restricted stock unit 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 stock units outstanding for the year ended December 31, 2017 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 557,563 $ 11.90 Granted 185,423 17.49 Vested (153,086 ) 12.52 Canceled, forfeited (7,289 ) 12.21 Outstanding at December 31, 2017 582,611 $ 13.51 As of December 31, 2017 , there was $3.1 million in unrecognized compensation costs related to unvested restricted stock units that is expected to be recognized over a weighted average period of 0.8 years. The Company recognized approximately $3.3 million , $3.0 million and $2.3 million of stock-based compensation expense related to restricted shares during the years ended December 31, 2017 , 2016 and 2015 , respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of income. |
Shareholders' Equity (Notes)
Shareholders' Equity (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Other Comprehensive Income [Abstract] | |
Shareholders' Equity | Accumulated Other Comprehensive Income Changes in AOCI attributable to Horizon Global by component, net of tax, for the years ended December 31, 2017 , 2016 , and 2015 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balances at December 31, 2014 $ (70 ) $ 7,460 $ 7,390 Net transfer from former parent — 5,230 5,230 Net unrealized losses arising during the period (a) (1,310 ) (9,510 ) (10,820 ) Less: Net realized losses reclassified to net income (b) (670 ) — (670 ) Net current-period change (640 ) (4,280 ) (4,920 ) Balances at December 31, 2015 (710 ) 3,180 2,470 Net unrealized gains (losses) arising during the period (a) 3,170 (10,590 ) (7,420 ) Less: Net realized gains reclassified to net income (b) 3,390 — 3,390 Net current-period change (220 ) (10,590 ) (10,810 ) Balances at December 31, 2016 (930 ) (7,410 ) (8,340 ) Net unrealized gains (losses) arising during the period (a) (8,810 ) 17,810 9,000 Less: Net realized losses reclassified to net income (b) (9,350 ) — (9,350 ) Net current-period change 540 17,810 18,350 Balances at December 31, 2017 $ (390 ) $ 10,400 $ 10,010 __________________________ (a) Derivative instruments, net of income tax benefit (expense) of $5.2 million , $(2.5) million , and $0.1 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. See Note 10 , “ Derivative Instruments ,” for further details. (b) Derivative instruments, net of income tax benefit (expense) of $5.5 million , $(2.5) million , and $(0.8) million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. See Note 10 , “ Derivative Instruments ,” for further details. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 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. The Company reports the results of its business in three reportable segments: Horizon Americas , Horizon Europe‑Africa , and Horizon Asia‑Pacific . Horizon Americas is comprised of the Company’s North American and South American operations. Horizon Europe‑Africa is comprised of the European and South African operations, while Horizon Asia‑Pacific is comprised of the Australia, Thailand, and New Zealand operations. 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 OEMs, OESs, 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 the Europe and Africa regions of the world. 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: Year ended December 31, 2017 2016 2015 (dollars in thousands) Net Sales Horizon Americas $ 439,700 $ 443,240 $ 429,310 Horizon Europe‑Africa 325,970 104,080 50,930 Horizon Asia‑Pacific 127,310 101,880 95,270 Total $ 892,980 $ 649,200 $ 575,510 Operating Profit (Loss) Horizon Americas $ 44,060 $ 38,680 $ 30,300 Horizon Europe‑Africa (1,790 ) (13,320 ) (100 ) Horizon Asia‑Pacific 18,740 11,230 7,650 Corporate (26,250 ) (30,290 ) (18,280 ) Total $ 34,760 $ 6,300 $ 19,570 Capital Expenditures Horizon Americas $ 10,150 $ 5,550 $ 5,970 Horizon Europe‑Africa 13,190 4,670 690 Horizon Asia‑Pacific 2,440 3,310 1,360 Corporate 1,510 1,010 300 Total $ 27,290 $ 14,540 $ 8,320 Depreciation and Amortization Horizon Americas $ 10,660 $ 10,750 $ 10,750 Horizon Europe‑Africa 10,110 3,290 2,070 Horizon Asia‑Pacific 4,310 4,090 4,130 Corporate 260 90 130 Total $ 25,340 $ 18,220 $ 17,080 As of December 31, 2017 2016 (dollars in thousands) Total Assets Horizon Americas $ 209,210 $ 197,840 Horizon Europe - Africa 341,750 299,500 Horizon Asia‑Pacific 88,210 61,920 Corporate 21,860 54,110 Total $ 661,030 $ 613,370 The following tables present the Company’s net sales for each of the three years ended December 31, 2017 , 2016 , and 2015 ; and net fixed assets at each year ended December 31, 2017 and 2016 , attributed to each subsidiary’s continent of domicile. Australia and Germany are the only non-U.S. countries for which net sales were significant to the consolidated net sales of the Company. Australia, Germany, and the United Kingdom are the only countries in which property and equipment - net are significant to the consolidated property and equipment - net of the Company. Year ended December 31, 2017 2016 2015 (dollars in thousands) Net Sales Total U.S. $ 423,090 $ 428,770 $ 412,500 Non-U.S. Australia 69,760 60,020 73,640 Germany 194,120 52,350 14,680 Other Europe 114,940 39,520 24,810 Asia 58,140 41,940 21,630 Africa 16,320 12,130 11,440 Other Americas 16,610 14,470 16,810 Total non-U.S 469,890 220,430 163,010 Total $ 892,980 $ 649,200 $ 575,510 As of December 31, 2017 2016 (dollars in thousands) Property and equipment - net Total U.S. $ 5,770 $ 4,700 Non-U.S. Australia 10,730 11,120 Germany 48,400 41,940 United Kingdom 22,920 17,450 Other Europe 9,830 5,690 Asia 7,720 5,220 Africa 5,260 4,970 Other Americas 2,390 2,670 Total non-U.S 107,250 89,060 Total $ 113,020 $ 93,760 The Company’s export sales from the U.S. approximated $34.6 million , $32.6 million and $33.8 million for the years ended 2017 , 2016 and 2015 , respectively. The following table presents the Company’s net sales contributed by product group for the years ended December 31, 2017 , 2016 and 2015 . Year ended December 31, 2017 2016 2015 Towing 70.3 % 62.7 % 58.1 % Trailering 16.8 % 21.5 % 23.8 % Cargo Management 6.3 % 8.9 % 9.5 % Other 6.6 % 6.9 % 8.6 % 100.0 % 100.0 % 100.0 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income before income taxes, by tax jurisdiction, consisted of the following: Year ended December 31, 2017 2016 2015 (dollars in thousands) Income (loss) before income taxes: Domestic $ (3,880 ) $ (14,630 ) $ (9,750 ) Foreign 8,860 (1,760 ) 16,770 Income (loss) before income taxes $ 4,980 $ (16,390 ) $ 7,020 Current income tax benefit (expense): Federal $ (7,680 ) $ (1,170 ) $ 550 State and local (240 ) (970 ) (610 ) Foreign (2,190 ) (2,560 ) (3,580 ) Total current income tax expense (10,110 ) (4,700 ) (3,640 ) Deferred income tax benefit (expense): Federal (3,000 ) 3,800 3,840 State and local (390 ) 450 (40 ) Foreign 3,750 4,180 1,120 Total deferred income tax benefit 360 8,430 4,920 Income tax benefit (expense) $ (9,750 ) $ 3,730 $ 1,280 The components of deferred taxes at December 31, 2017 and 2016 are as follows: As of December 31, 2017 2016 (dollars in thousands) Deferred tax assets: Receivables, net $ 460 $ 1,440 Inventories 3,280 6,300 Accrued liabilities and other long-term liabilities 10,600 13,670 Tax loss and credit carryforwards 12,930 6,070 Gross deferred tax asset 27,270 27,480 Valuation allowances (10,560 ) (7,220 ) Net deferred tax asset 16,710 20,260 Deferred tax liabilities: Property and equipment, net (4,300 ) (5,230 ) Goodwill and other intangibles, net (19,710 ) (30,250 ) Other (3,280 ) (1,140 ) Gross deferred tax liability (27,290 ) (36,620 ) Net deferred tax (liability) asset $ (10,580 ) $ (16,360 ) The Company has an on-going analysis against certain deferred tax assets in the U.S. Based on positive evidence and economic outlook, the Company maintains it is more likely than not the U.S. deferred tax assets will be realized and therefore does not require a valuation allowance as of December 31, 2017 . The following is a reconciliation of our provision for income taxes to income tax expense computed at the U.S. federal statutory rate: Year ended December 31, 2017 2016 2015 (dollars in thousands) U.S. federal statutory rate 35 % 35 % 35 % Tax at U.S. federal statutory rate $ 1,740 $ (5,730 ) $ 2,460 State and local taxes, net of federal tax benefit 340 340 650 Differences in statutory foreign tax rates (3,680 ) (1,230 ) (4,350 ) Unrecognized tax benefits (3,950 ) (1,260 ) (2,950 ) Tax holiday (1) (950 ) (460 ) (1,190 ) Withholding taxes 300 300 590 Tax credits (590 ) 70 (300 ) Net change in valuation allowance 3,020 1,600 1,480 Spin-off related restructuring costs — — 2,450 Transaction Costs 1,610 2,670 — Tax Reform 11,850 — — Other, net 60 (30 ) (120 ) Income tax expense (benefit) $ 9,750 $ (3,730 ) $ (1,280 ) __________________________ (1) Tax holiday related to Thailand which expired on December 31, 2017. The Company has recorded deferred tax assets on $0.6 million of various state operating loss carryforwards and $44.9 million of various foreign operating loss carryforwards. The majority of the state tax loss carryforwards expire between 2029 - 2037 and the majority of foreign losses have indefinite carryforward periods. The Company made cash payments for federal and state income taxes of $1.0 million and $2.2 million for the years ended December 31, 2017 and 2016 , respectively. Cash payments made for foreign income taxes of $6.7 million and $2.6 million , for the years ended December 31, 2017 and 2016 , respectively. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations, that position has not changed following incurring the transition tax under the 2017 Tax Cuts and Jobs Act. No deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our foreign investments to the United States. Furthermore, in light of provisions in the Tax Cuts and Jobs Act (the “Act”), the financial reporting over tax basis in our foreign investments is insignificant as of December 31, 2017 . Unrecognized Tax Benefits The Company has approximately $7.3 million and $8.9 million of unrecognized tax benefits (“UTBs”) as of December 31, 2017 and 2016 , respectively. If the unrecognized tax benefits were recognized, the impact to the Company’s effective tax rate would be to reduce reported income tax expense for the years ended December 31, 2017 and 2016 approximately $7.3 million and $8.9 million , respectively. A reconciliation of the change in the UTBs and related accrued interest and penalties for the years ended December 31, 2017 and 2016 is as follows: Unrecognized Tax Benefits (dollars in thousands) Balance at December 31, 2015 $ 4,570 Tax positions related to current year: Additions 1,690 Reductions — Tax positions related to prior years: Additions 2,870 Reductions — Lapses in the statutes of limitations (1,120 ) Cumulative Translation Adjustment 840 Balance at December 31, 2016 $ 8,850 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions 50 Reductions (30 ) Settlements — Lapses in the statutes of limitations (2,110 ) Cumulative Translation Adjustment 550 Balance at December 31, 2017 $ 7,310 The Company recognizes interest accrued related to UTBs and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company has accrued penalties and interest of $2.1 million during 2017 and recognized a liability for interest and penalties of $3.4 million as of December 31, 2017 . During 2016 , the Company has accrued penalties and interest of $(0.2) million and recognized a liability for interest and penalties of $5.6 million . The decrease in UTBs and liabilities for interest and penalties for tax positions related to prior years is primarily related to the roll-off of certain statutes of limitations and changes in currency exchange rates during 2017. Income tax returns are filed in multiple domestic and foreign jurisdictions, which are subject to examinations by taxing authorities. As of December 31, 2017 , the Company is subject to U.S. federal tax examination for tax years 2015 through 2017 . The Company is subject to state, local, and foreign income tax examinations for tax years 2010 through 2017 . The Company does not believe that the results of these examinations will have a significant impact on the Company’s tax position or its effective tax rate. Management monitors changes in tax statutes and regulations and the issuance of judicial decisions to determine the potential impact to unrecognized tax benefits. As of December 31, 2017 , the Company estimated that approximately $7.4 million of unrecognized tax benefits in foreign jurisdictions is expected to be released in the next twelve months. Other Matters On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act changed many aspects of corporate income taxation, including the reduction of the corporate income tax rate from 35% to 21% and imposition of a one-time tax on deemed repatriated earnings of foreign subsidiaries. The SEC issued a Staff Accounting Bulletin No. 118 (“SAB 118”), which allows a provisional estimate when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act. SAB 118 allows for adjustments to provisional amounts during a measurement period of up to one year. In accordance with SAB 118, the Company has made reasonable estimates related to the liability associated with the transition tax, the remeasurement of U.S. deferred tax balances and other deferred tax adjustments based on provisions of the Act. As a result, the Company has recognized income tax expense of $11.9 million associated with these items in 2017 . The Company is continuing to evaluate how the provisions of the Act will be accounted for under ASC 740, “Income Taxes”. The analysis is provisional and is subject to change due to the additional time required to accurately calculate and review the complex tax law. The Company will assess any regulatory guidance that may be issued which could have an impact on the provisional estimates. The Company will continue to gather information and perform additional analysis on these estimates, including, but not limited to, the amount of earnings and profits subject to the transition tax, the calculation of foreign tax credits, remeasurement of U.S deferred taxes and other deferred tax adjustments until the filing of its associated federal and state income tax returns. Any measurement period adjustments will be reported as a component of provision for incomes taxes in the reporting period the amounts are determined. |
Summary Quarterly Financial Dat
Summary Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary Quarterly Financial Data | Summary Quarterly Financial Data Three months ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (unaudited, dollars in thousands, except for per share data) Net sales $ 203,280 $ 253,590 $ 240,120 $ 195,990 Gross profit $ 45,390 $ 67,670 $ 58,420 $ 36,120 Net income (loss) $ (10,160 ) $ 19,970 $ 6,560 $ (21,140 ) Net income (loss) attributable to Horizon Global $ (9,860 ) $ 20,260 $ 6,890 $ (20,840 ) Net income (loss) per share attributable to Horizon Global: Basic $ (0.41 ) $ 0.80 $ 0.28 $ (0.84 ) Diluted $ (0.41 ) $ 0.79 $ 0.27 $ (0.84 ) Three months ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 (unaudited, dollars in thousands, except for per share data) Net sales $ 146,110 $ 167,760 $ 151,720 $ 183,610 Gross profit $ 37,610 $ 45,710 $ 42,510 $ 34,520 Net income (loss) $ 2,190 $ 7,330 $ 370 $ (22,550 ) Net income (loss) attributable to Horizon Global $ 2,190 $ 7,330 $ 370 $ (22,250 ) Net income (loss) per share attributable to Horizon Global: Basic $ 0.12 $ 0.40 $ 0.02 $ (1.07 ) Diluted $ 0.12 $ 0.40 $ 0.02 $ (1.07 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On February 16, 2018, the Company entered into the Fourth Amendment to the Term B Loan (the “2018 Replacement Term Loan Amendment”) to further amend the Original Term B Loan, dated as of June 30, 2015. The 2018 Replacement Term Loan Amendment provides for a new term loan commitment (the “2018 Replacement Term Loan”) in an original aggregate principal amount of $385.0 million , and extended the maturity date to the sixth anniversary of the 2018 Replacement Term Loan Amendment effective date. As a result of the 2018 Replacement Term Loan Amendment, borrowings under the 2018 Replacement Term Loan will bear interest, at the Company’s election, at either (i) the Base Rate plus 4% per annum, or (ii) LIBOR, with a 1% floor, plus 5% per annum. Principal payments required under the 2018 Replacement Term Loan will be approximately $2.4 million per quarter for the first eight quarters following the date the 2018 Replacement Term Loan Amendment becomes effective, and approximately $4.8 million per quarter thereafter. The proceeds from the 2018 Replacement Term Loan will be used to (i) repay in full the outstanding principal amount of the existing term loans, (ii) to consummate the acquisition of Brink International B.V. and its subsidiaries, expected to close in the second quarter of 2018, and pay a portion of the acquisition consideration thereof and the fees and expenses incurred in connection therewith, and (iii) for general corporate purposes. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II PURSUANT TO ITEM 15(a)(2) OF FORM 10-K VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED December 31, 2017 , 2016 AND 2015 (Dollars in thousands) ADDITIONS DESCRIPTION BALANCE AT BEGINNING OF PERIOD CHARGED TO COSTS AND EXPENSES CHARGED (CREDITED) TO OTHER ACCOUNTS (1) DEDUCTIONS (2) BALANCE AT END OF PERIOD Allowance for doubtful accounts deducted from accounts receivable in the balance sheet Year ended December 31, 2017 $ 3,810 $ 640 $ (1,340 ) $ 10 $ 3,100 Year ended December 31, 2016 $ 2,960 $ 910 $ 50 $ 110 $ 3,810 Year ended December 31, 2015 $ 3,230 $ 470 $ 320 $ 1,060 $ 2,960 ______________ (1) Allowance of companies acquired, and other adjustments, net. (2) Deductions, representing uncollectible accounts written-off, less recoveries of amounts written-off in prior years. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the assets, liabilities, revenues and expenses of Horizon Global and its subsidiaries as of December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 . In addition, the consolidated financial statements include the consolidation of a variable interest entity (“VIE”) that the Company has deemed to be the primary beneficiary of. The consolidated financial statements include the assets and liabilities of the VIE at December 31, 2017 and 2016 , and the revenues and expenses of the VIE for the period beginning October 1, 2016. Intercompany transactions have been eliminated. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, valuation of derivatives, estimated future unrecoverable lease costs, estimated unrecognized tax benefits, legal and product liability matters, assets and obligations related to employee benefits and allocated expenses, and the respective allocation methods. Actual results may differ from such estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. |
Account Receivables | Account Receivables. Receivables are presented net of allowances for doubtful accounts of approximately $3.1 million and $3.8 million at December 31, 2017 and 2016 , respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company’s best estimate of probable losses inherent in the accounts receivable balances. The Company does not believe that significant credit risk exists due to its diverse customer base. |
Account Receivables Factoring | Account Receivables Factoring. The Company has factoring arrangements with financial institutions to sell certain accounts receivable under non-recourse agreements. Total receivables sold under the factoring arrangements were approximately $257.5 million and $20.7 million as of December 31, 2017 and 2016 , respectively. The sales of accounts receivable in accordance with the factoring arrangements are reflected as a reduction of Receivables, net in the consolidated balance sheets as they meet the applicable criteria of ASC 860, “ Transfers and Servicing.” The holdback amount due from the factoring institutions was approximately $3.1 million and $3.0 million as of December 31, 2017 and 2016 , respectively, and is shown in Receivables, net in the consolidated balance sheets. Cash proceeds from these arrangements are included in the change in receivables under the operating activities section of the consolidated statements of cash flows. The Company pays factoring fees associated with the sale of receivables based on the dollar value of the receivables sold. |
Inventories | Inventories. Inventories are stated at lower of cost or net realizable value, with cost determined using the first-in, first-out method. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. |
Property and Equipment | Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the historical cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying consolidated statements of income (loss). Repair and maintenance costs are charged to expense as incurred. |
Depreciation and Amortization and Impairment of Long-Lived Assets and Definted-Lived Intangible Assets | Depreciation and Amortization. Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: building and land/building improvements 10 to 40 years, and machinery and equipment, three to 15 years. Customer relationship intangibles are amortized over periods ranging from five to 25 years, while technology and other intangibles are amortized over periods ranging from three to 15 years. Capitalized debt issuance costs are amortized over the underlying terms of the related debt. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews, on at least a quarterly basis, the financial performance of each business unit for indicators of impairment. In reviewing for impairment indicators, the Company also considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. |
Goodwill and Indefinite-Lived Intangibles | Goodwill. Goodwill relating to a single business reporting unit is included as an asset of the applicable segment. Goodwill arising from major acquisitions that involve multiple reportable segments is allocated to the reporting units based on the relative fair value of the reporting unit. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. For purposes of the Company’s 2017 goodwill impairment test, the Company had three reporting units within its three reportable segments, all of which had goodwill. Goodwill is reviewed by the Company for impairment on a reporting unit basis annually on October 1st or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. During 2017, the Company has elected to early adopt ASU 2017-04, which eliminates the second step of the two-step goodwill impairment test. The Company performs a qualitative assessment (Step Zero) of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If so, the Company performs testing for possible impairment in a one-step quantitative process. The fair value of a reporting unit is compared with its carrying value, including goodwill. If fair value exceeds the carrying value, goodwill is not considered to be impaired. If the fair value of a reporting unit is below the carrying value, then goodwill is considered to be impaired in the amount of the excess of a reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company prepared a qualitative assessment of the carrying value of goodwill within its Horizon Americas and Horizon Asia‑Pacific reporting units as of our annual testing date at October 1, 2017, using the criteria in ASC 350-20-35-3 to determine whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. As a result of the impairment indicators discussed in detail below, we updated our analysis as of December 31, 2017. Based on the qualitative analysis performed, the Company does not believe that it is more likely than not that the that the fair value of the reporting units is less than the carrying amounts; therefore, the quantitative step is not required for the 2017 goodwill impairment test. The Company exercised its unconditional option provided by ASC 350-20-35-3B to bypass the qualitative assessment (Step Zero) of goodwill in its Horizon Europe-Africa reporting unit. The Company prepared a quantitative assessment to estimate the fair value of its Horizon Europe-Africa reporting unit at the annual testing date of October 1, 2017 utilizing a weighting of the income approach and the market approach. Based on the Step One analysis performed, the Horizon Europe-Africa reporting unit’s fair value substantially exceeded its carrying value; therefore, there is no goodwill impairment as a result of this 2017 goodwill impairment test. In the fourth quarter of 2017, the Company experienced a significant decline in its market capitalization. Further, the Horizon Europe‑Africa reporting unit did not perform in-line with expectations during the fourth quarter, driven by delayed closure and additional costs incurred relating to closing facilities in the United Kingdom and Sweden, delayed realization of price increases and inefficiencies transferring production to lower cost manufacturing sites. Because of the decline in market capitalization and fourth quarter results, the Company identified an indicator of impairment in the fourth quarter. As a result of the indicators identified, the Company performed an interim quantitative assessment as of December 31, 2017, utilizing a combination of the income and market approaches, which was weighted evenly. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value by approximately 1% . Key assumptions used in the analysis were a discount rate of 13% , EBITDA margin and a terminal growth rate of 2.5% . The primary driver in the reduction of the fair value of the reporting unit was a reduction of expected future cash flows. Since the acquisition of the Westfalia Group, as further described in Note 4 , “ Acquisitions” , the Company has invested, and intends to continue to invest, in cost savings and productivity initiatives that will drive strong future profitability. While these investments have resulted in lower post-acquisition EBITDA, the Company continues to believe these projects will result in significant future earnings. Future events and changing market conditions may, however, lead the Company to reevaluate the assumptions that have been used to test for goodwill impairment, including key assumptions used in the expected EBITDA margins, cash flows and discount rates, as well as other assumptions with respect to matters out of the Company’s control, such as currency exchange rates and market multiple comparables. Subsequent to December 31, 2017, the Company’s market capitalization has declined, primarily due to a pre-release of our estimated 2017 results that fell short of our previously communicated guidance, which may be an indicator of impairment. As noted above, the revised expectations were included in our interim goodwill impairment assessment. The Company will continue to assess the impact of its market capitalization and any other indicators of potential impairment. It is possible that if the Company’s market capitalization decline is more than temporary, or if other indicators of impairment are identified, an interim impairment analysis may be necessary, which could result in an impairment of goodwill, indefinite-lived intangible assets and other long-lived assets in 2018. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets, primarily trademarks and trade names, for impairment annually on October 1st by reviewing relevant quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events that take place. Indefinite-lived assets are tested for impairment by comparing the fair value of each intangible asset with its carrying value. The value of indefinite-lived assets are based on the present value of projected cash flows using a relief from royalty approach. If the carrying value exceeds fair value, the intangible asset is considered impaired and is reduced to fair value. We conducted the annual indefinite-lived intangible asset impairment tests as of October 1, 2017, and as a result of the impairment indicators noted above we performed an interim assessment as of December 31, 2017. Based on the results of our analyses there were certain trade names where the estimated fair values only slightly exceeded the carrying values. Key assumptions used in the analysis were discount rates of 13% to 15.5% and royalty rates ranging from 0.5% to 3.0% . |
Self-insurance | Self-insurance. Horizon has historically, indirectly as a component of TriMas, participated in TriMas’ self-insurance plans and has been allocated a portion of the related expenses and liabilities for the period presented prior to the spin-off. TriMas was generally self-insured for losses and liabilities related to workers’ compensation, health and welfare claims and comprehensive general, product and vehicle liability. Liabilities associated with the risks were estimated by considering historical claims experience and other actuarial assumptions. Following the spin-off, the Company continued to participate in TriMas’ health and welfare plan through December 31, 2015 and reimbursed them for claims paid on its behalf. Horizon instituted self-insurance plans for losses and liabilities related to workers’ compensation and comprehensive general, product and vehicle liability at the time of spin-off which ran through June 30, 2016. The Company was generally responsible for up to $1.0 million per occurrence under our comprehensive general, product and vehicle liability plan and $0.5 million under our workers’ compensation plan. Beginning on July 1, 2016, Horizon is fully insured for workers’ compensation and retain no liability for claims under the new plan, and are generally responsible for up to $0.8 million per occurrence under our comprehensive general, product and vehicle liability plan. Reserves for claim losses, including an estimate of related litigation defense costs, are recorded based upon the Company’s estimates of the aggregate liability for claims incurred using actuarial assumptions about future events. Changes in assumptions for factors such as actual experience could cause these estimates to change. |
Revenue Recognition | Revenue Recognition. Revenues from product sales are recognized when products are shipped or provided to customers, the customer takes ownership and assumes risk of loss, the sales price is fixed and determinable and collectability is reasonably assured. Net sales is comprised of gross revenues less estimates of expected returns, trade discounts and customer allowances, which include incentives such as cooperative advertising agreements, volume discounts and other supply agreements in connection with various programs. Such deductions are recorded during the period the related revenue is recognized. |
Cost of Sales | Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacture of products sold in the period. Material costs include raw material, purchased components, outside processing and inbound freight costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale, marketing and distribution of the Company’s products, shipping and handling costs, amortization of customer intangible assets, costs of finance, human resources, legal functions, executive management costs and other administrative expenses. |
Research and Development Costs | Research and Development Costs. Research and development (“R&D”) costs are expensed as incurred. R&D expenses were approximately $15.4 million , $10.4 million and $4.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, and are included in cost of sales in the accompanying consolidated statements of income (loss). |
Shipping and Handling Expenses | Shipping and Handling Expenses. Freight costs are included in cost of sales. Shipping and handling expenses, including those of Horizon Americas ’ distribution network, are included in selling, general and administrative expenses in the accompanying consolidated statements of income (loss). Shipping and handling costs were $13.3 million , $9.1 million and $7.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Advertising and Sales Promotion Costs | Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. Advertising costs were approximately $6.2 million , $6.1 million and $7.8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of income (loss). |
Income Taxes | Income Taxes. For the purposes of the consolidated financial statements as of and for the six months ended June 30, 2015, the Company’s income tax expense and deferred income tax balances have been estimated as if the Company filed income tax returns on a stand-alone basis separate from former parent. As a stand-alone entity, deferred income taxes and effective tax rates may differ from those in the historical periods. Following the spin-off, the Company computes income taxes using the asset and liability method, whereby deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. Under the method, changes in tax rates and laws are recognized in income in the period such changes are enacted. Valuation allowances are determined based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and are utilized to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits within income tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. The provision for federal, foreign, and state and local income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes. |
Foreign Currency Translation | Foreign Currency Translation. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as the functional currency. When translating into U.S. dollars, income and expense items are translated at average monthly exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from transla |
Derivative Financial Instruments | Derivative Financial Instruments. The Company records all derivative financial instruments at fair value on the balance sheets as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then the effective portion of changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of other comprehensive income (loss) until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. When the underlying hedged transaction is realized or the hedged transaction is no longer probable, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in the consolidated statements of income (loss) through the same line item. The Company formally documents hedging relationships for all derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. In accounting for and disclosing the fair value of these instruments, the Company uses the following hierarchy: ▪ Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ▪ Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ▪ Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company’s foreign currency forward contracts and cross currency swaps are based on the income approach, which uses observable inputs such as forward currency exchange rates and swap rates. The carrying value of financial instruments reported in the balance sheets for current assets and current liabilities approximates fair value due to the short maturity of these instruments. |
Business Combinations | Business Combinations. The Company records assets acquired and liabilities assumed from acquisitions at fair value. The fair value of working capital accounts generally approximate book value. The valuation of inventory, property, plant and equipment, and intangible assets require significant assumptions. Inventory is recorded based on the estimated selling price less costs to sell, including completion, disposal and holding period costs with a reasonable profit margin. Property, plant and equipment is recorded at fair value using a combination of both the cost and market approaches for both the real and personal property acquired. Under the cost approach, consideration is given to the amount required to construct or purchase a new asset of equal value at current prices, with adjustments in value for physical deterioration, as well as functional and economic obsolescence. Under the market approach, recent transactions for similar types of assets are used as the basis for estimating fair value. For trademark/trade names and technology and other intangible assets, the estimated fair value is based on projected discounted future net cash flows using the relief-from-royalty method. For customer relationship intangible assets, the estimated fair value is based on projected discounted future cash flows using the excess earnings method. The relief-from-royalty and excess earnings method are both income approaches that utilize key assumptions such as forecasts of revenue and expenses over an extended period of time, royalty rate percentages, tax rates, and estimated costs of debt and equity capital to discount the projected cash flows. |
Earnings Per Share | Earnings Per Share. Basic earnings per share (“EPS”) is computed based upon the weighted average number of common shares outstanding for each period. Diluted EPS is computed based on the weighted average number of common shares and common equivalent shares. Common equivalent shares represent the effect of stock-based awards, warrants, and convertible notes during each period presented, which, if exercised, earned, or converted, would have a dilutive effect on earnings per share. On June 30, 2015, 18,062,027 shares of our common stock were distributed to TriMas shareholders of record to complete the spin-off from TriMas. For comparative purposes we have used weighted average shares of 18,062,027 to calculate basic EPS for all periods prior to the spin-off. Dilutive earnings per share are calculated to give effect to stock options and warrants, restricted shares outstanding, and convertible notes during each period. |
Stock-based Compensation | Stock-based Compensation. The Company measures stock-based compensation expense at fair value as of the grant date in accordance with U.S. GAAP and recognizes such expenses over the vesting period of the stock-based employee awards. Stock options are issued with an exercise price equal to the opening market price of Horizon common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life, risk-free interest rate and expected dividend yield. In addition, the Company periodically updates its estimate of attainment for each restricted share with a performance factor based on current and forecasted results, reflecting the change from prior estimate, if any, in current period compensation expense. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss). The Company refers to other comprehensive income (loss) as revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are recorded directly as an adjustment to accumulated deficit. Other comprehensive income (loss) is comprised of foreign currency translation adjustments and changes in unrealized gains and losses on forward currency contracts and cross currency swaps. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 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 2,100 Inventories 2,340 Other intangibles 7,690 Prepaid expenses and other current assets 110 Property and equipment 2,250 Accounts payable and accrued liabilities (1,680 ) Total identifiable net assets 12,810 Goodwill 6,990 $ 19,800 The following table summarizes the fair value of consideration paid for the Westfalia Group , and the assets acquired and liabilities assumed: Acquisition Date (dollars in thousands) Consideration Cash paid $ 91,580 Issuance of common stock 49,960 Total consideration $ 141,540 Recognized amounts of identifiable assets acquired and liabilities assumed Receivables $ 19,700 Inventories 43,290 Other intangibles (a) 47,780 Prepaid expenses and other current assets 1,740 Property and equipment 47,480 Accounts payable and accrued liabilities (54,150 ) Long-term debt (59,140 ) Other long-term liabilities (31,210 ) Total identifiable net assets 15,490 Goodwill (b) 126,050 $ 141,540 ___________________________ (a) Consists of approximately $33.6 million of customer relationships with an estimated useful life of 16.3 years, $3.4 million of technology and other intangible assets with an estimated useful life of 10 years and $10.8 million of trademark/trade names with an indefinite useful life. (b) All of the goodwill was assigned to the Company’s Horizon Europe‑Africa reportable segment and is expected to be deductible for tax purposes. |
Business Acquisition, Pro Forma Information | The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2015. The supplemental pro forma information presented below is for informational purposes and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2015: Pro forma Combined (a) Year ended December 31, 2016 2015 (dollars in thousands) Net sales $ 811,330 $ 787,930 Net loss attributable to Horizon Global $ (12,780 ) $ (18,350 ) Basic earnings (loss) per share attributable to Horizon Global $ (0.61 ) $ (0.88 ) Diluted earnings (loss) per share attributable to Horizon Global $ (0.61 ) $ (0.88 ) ___________________________ (a) The supplemental pro forma results reflect certain material adjustments, as follows: 1. Pre-tax pro forma adjustments for inventory step-up of $6.7 million for each of the years ended December 31, 2016 and December 31, 2015, respectively, associated with the acquisition. 2. Pre-tax pro forma adjustments for depreciation expense of $1.4 million and $2.0 million for the years ended December 31, 2016 and December 31, 2015, respectively, on the property and equipment associated with the acquisition. 3. Pre-tax pro forma adjustments for amortization expense of $1.4 million and $1.5 million for the years ended December 31, 2016 and December 31, 2015, respectively, on the intangible assets associated with the acquisition. 4. Pre-tax pro forma adjustments for financing costs of $0.5 million and $0.6 million for the years ended December 31, 2016 and December 31, 2015, respectively, on the incremental debt associated with the acquisition. 5. Pre-tax pro forma adjustments for transaction costs of $10.3 million for each of the years ended December 31, 2016 and December 31, 2015, respectively, associated with the acquisition. 6. Pre-tax pro forma adjustments of $8.1 million and $10.7 million for the years ended December 31, 2016 and December 31, 2015, respectively, to reflect interest expense incurred on the incremental term loan and revolver borrowings incurred in order to fund the acquisition. |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows: Horizon Americas Horizon Europe‑Africa Horizon Asia‑Pacific Total (dollars in thousands) Balances at December 31, 2015 $ 4,410 $ — $ — $ 4,410 Goodwill from acquisitions (a) — 126,050 — 126,050 Foreign currency translation and other 960 (11,230 ) — (10,270 ) Balances at December 31, 2016 5,370 114,820 — 120,190 Goodwill from acquisitions (b) — — 6,990 6,990 Foreign currency translation and other (90 ) 11,340 (240 ) 11,010 Balances at December 31, 2017 $ 5,280 $ 126,160 $ 6,750 $ 138,190 __________________________ (a) Attributable to the acquisition of the Westfalia Group, as further described in Note 4 , “ Acquisitions ”. |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company’s other intangibles as of December 31, 2017 and 2016 are summarized below. The Company amortizes these assets over periods ranging from on e to 25 years. As of December 31, 2017 As of 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 - 25 years $ 180,850 $ (121,750 ) $ 170,690 $ (112,560 ) Technology and other, 3 - 15 years 19,950 (15,260 ) 18,410 (14,560 ) Trademark/Trade names, 1 - 8 years 730 (190 ) 150 (150 ) Total finite-lived intangible assets 201,530 (137,200 ) 189,250 (127,270 ) Trademark/Trade names, indefinite-lived 25,900 — 24,740 — Total other intangible assets $ 227,430 $ (137,200 ) $ 213,990 $ (127,270 ) |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Amortization expense related to intangible assets as included in the accompanying consolidated statements of income (loss) is summarized as follows: Year ended December 31, 2017 2016 2015 (dollars in thousands) Technology and other, included in cost of sales $ 710 $ 170 $ 190 Customer relationships & Trademark/Trade names, included in selling, general and administrative expenses 9,700 7,790 7,150 Total amortization expense $ 10,410 $ 7,960 $ 7,340 |
Schedule of Expected Amortization Expense [Table Text Block] | Estimated amortization expense for the next five fiscal years beginning after December 31, 2017 is as follows: Year ended December 31, Estimated Amortization Expense (dollars in thousands) 2018 $ 7,740 2019 7,240 2020 7,040 2021 5,490 2022 5,240 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following components: December 31, December 31, (dollars in thousands) Finished goods $ 105,070 $ 89,410 Work in process 16,590 16,270 Raw materials 49,840 40,340 Total inventories $ 171,500 $ 146,020 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following components: December 31, December 31, (dollars in thousands) Land and land improvements $ 480 $ 520 Buildings 23,370 20,120 Machinery and equipment 162,830 138,470 186,680 159,110 Less: Accumulated depreciation 73,660 65,350 Property and equipment, net $ 113,020 $ 93,760 |
Depreciation Expense | Depreciation expense as included in the accompanying consolidated statements of income (loss) is as follows: Year ended December 31, 2017 2016 2015 (dollars in thousands) Depreciation expense, included in cost of sales $ 13,730 $ 8,800 $ 8,210 Depreciation expense, included in selling, general and administrative expense 1,200 1,460 1,530 Total depreciation expense $ 14,930 $ 10,260 $ 9,740 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Other long-term liabilities consist of the following components: December 31, December 31, (dollars in thousands) Long-term tax liabilities $ 13,750 $ 9,720 Cross currency swap 7,830 — Deferred purchase price 3,350 5,070 Other 13,440 15,620 Total other long-term liabilities $ 38,370 $ 30,410 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt consists of the following: December 31, December 31, (dollars in thousands) ABL Facility $ 10,000 $ — Term B Loan 149,620 337,000 Convertible Notes 125,000 — Bank facilities, capital leases and other long-term debt 25,780 21,660 310,400 358,660 Less: Unamortized debt issuance costs and original issuance discount on Term B Loan 4,940 8,720 Unamortized debt issuance costs and discount on the Convertible Notes 29,870 — Current maturities, long-term debt 16,710 22,900 Long-term debt $ 258,880 $ 327,040 |
Interest Income and Interest Expense Disclosure | 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 consolidated statements of income (loss) are as follows: Year ended December 31, 2017 2016 (dollars in thousands) Contractual interest coupon on convertible debt $ 3,190 $ — Amortization of debt issuance costs $ 490 $ — Amortization of "equity discount" related to debt $ 4,380 $ — |
Schedule of Maturities of Long-term Debt | Future maturities of the face value of long-term debt at December 31, 2017 are as follows: Years ending December 31, Future maturities of long-term debt (dollars in thousands) 2018 $ 16,970 2019 9,670 2020 19,110 2021 127,950 2022 125,010 Thereafter 11,690 Total $ 310,400 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2017 and 2016 , the fair value carrying amount of the Company’s derivative instruments were recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption December 31, 2017 December 31, 2016 (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ — $ 670 Foreign currency forward contracts Accrued liabilities (670 ) (760 ) Cross currency swap Other assets — 5,720 Cross currency swap Other long-term liabilities (7,830 ) — Total derivatives designated as hedging instruments (8,500 ) 5,630 Derivatives not designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets 110 — Foreign currency forward contracts Accrued liabilities (90 ) (130 ) Cross currency swap Other assets 90 — Total derivatives de-designated as hedging instruments 110 (130 ) Total derivatives $ (8,390 ) $ 5,500 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following table summarizes the gain or loss recognized in accumulated other comprehensive income (loss) (“AOCI”) and the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings as of December 31, 2017 and 2016 , and for the years ended December 31, 2017 , 2016 and 2015 . Amount of Gain (Loss) Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) Reclassified from As of December 31, Year ended December 31, 2017 2016 2017 2016 2015 (dollars in thousands) (dollars in thousands) Derivative instruments Foreign currency forward contracts $ (660 ) $ (320 ) Cost of sales $ 940 $ (1,620 ) $ (590 ) Cross currency swap $ 270 $ (610 ) Other expense, net $ (15,820 ) $ 7,510 $ — |
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 December 31, 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) December 31, 2017 Foreign currency forward contracts Recurring $ (650 ) $ — $ (650 ) $ — Cross currency swaps Recurring $ (7,740 ) $ — $ (7,740 ) $ — December 31, 2016 Foreign currency forward contracts Recurring $ (220 ) $ — $ (220 ) $ — Cross currency swap Recurring $ 5,720 $ — $ 5,720 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum payments for operating leases having initial or remaining non-cancellable lease terms in excess of one year at December 31, 2017 are summarized below (in thousands): December 31, Minimum payments (dollars in thousands) 2018 $ 17,020 2019 15,550 2020 14,360 2021 13,180 2022 7,820 Thereafter 17,390 Total $ 85,320 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 2016 2015 (dollars in thousands, except for per share amounts) Numerator: Net income (loss) attributable to Horizon Global $ (3,550 ) $ (12,360 ) $ 8,300 Denominator: Weighted average shares outstanding, basic 24,781,349 18,775,500 18,064,491 Dilutive effect of stock-based awards — — 96,361 Weighted average shares outstanding, diluted 24,781,349 18,775,500 18,160,852 Basic earnings (loss) per share attributable to Horizon Global $ (0.14 ) $ (0.66 ) $ 0.46 Diluted earnings (loss) per share attributable to Horizon Global $ (0.14 ) $ (0.66 ) $ 0.46 |
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: Year Ended December 31, 2017 2016 2015 Number of options 343,782 331,485 212,088 Exercise price of options $9.20 - $11.29 $9.20 - $11.29 $9.20 - $11.29 Restricted stock units 584,335 526,751 — Convertible Notes 4,566,205 — — Warrants 4,566,205 — — |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of Stock Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 347,585 $ 10.37 Granted — — Exercised (6,593 ) 10.26 Canceled, forfeited (2,643 ) 10.08 Expired — — Outstanding at December 31, 2017 338,349 $ 10.38 7.8 $ 1,231,917 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Changes in the number of restricted stock units outstanding for the year ended December 31, 2017 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 557,563 $ 11.90 Granted 185,423 17.49 Vested (153,086 ) 12.52 Canceled, forfeited (7,289 ) 12.21 Outstanding at December 31, 2017 582,611 $ 13.51 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | Changes in AOCI attributable to Horizon Global by component, net of tax, for the years ended December 31, 2017 , 2016 , and 2015 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balances at December 31, 2014 $ (70 ) $ 7,460 $ 7,390 Net transfer from former parent — 5,230 5,230 Net unrealized losses arising during the period (a) (1,310 ) (9,510 ) (10,820 ) Less: Net realized losses reclassified to net income (b) (670 ) — (670 ) Net current-period change (640 ) (4,280 ) (4,920 ) Balances at December 31, 2015 (710 ) 3,180 2,470 Net unrealized gains (losses) arising during the period (a) 3,170 (10,590 ) (7,420 ) Less: Net realized gains reclassified to net income (b) 3,390 — 3,390 Net current-period change (220 ) (10,590 ) (10,810 ) Balances at December 31, 2016 (930 ) (7,410 ) (8,340 ) Net unrealized gains (losses) arising during the period (a) (8,810 ) 17,810 9,000 Less: Net realized losses reclassified to net income (b) (9,350 ) — (9,350 ) Net current-period change 540 17,810 18,350 Balances at December 31, 2017 $ (390 ) $ 10,400 $ 10,010 __________________________ (a) Derivative instruments, net of income tax benefit (expense) of $5.2 million , $(2.5) million , and $0.1 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. See Note 10 , “ Derivative Instruments ,” for further details. (b) Derivative instruments, net of income tax benefit (expense) of $5.5 million , $(2.5) million , and $(0.8) million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. See Note 10 , “ Derivative Instruments ,” for further details. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment activity is as follows: Year ended December 31, 2017 2016 2015 (dollars in thousands) Net Sales Horizon Americas $ 439,700 $ 443,240 $ 429,310 Horizon Europe‑Africa 325,970 104,080 50,930 Horizon Asia‑Pacific 127,310 101,880 95,270 Total $ 892,980 $ 649,200 $ 575,510 Operating Profit (Loss) Horizon Americas $ 44,060 $ 38,680 $ 30,300 Horizon Europe‑Africa (1,790 ) (13,320 ) (100 ) Horizon Asia‑Pacific 18,740 11,230 7,650 Corporate (26,250 ) (30,290 ) (18,280 ) Total $ 34,760 $ 6,300 $ 19,570 Capital Expenditures Horizon Americas $ 10,150 $ 5,550 $ 5,970 Horizon Europe‑Africa 13,190 4,670 690 Horizon Asia‑Pacific 2,440 3,310 1,360 Corporate 1,510 1,010 300 Total $ 27,290 $ 14,540 $ 8,320 Depreciation and Amortization Horizon Americas $ 10,660 $ 10,750 $ 10,750 Horizon Europe‑Africa 10,110 3,290 2,070 Horizon Asia‑Pacific 4,310 4,090 4,130 Corporate 260 90 130 Total $ 25,340 $ 18,220 $ 17,080 As of December 31, 2017 2016 (dollars in thousands) Total Assets Horizon Americas $ 209,210 $ 197,840 Horizon Europe - Africa 341,750 299,500 Horizon Asia‑Pacific 88,210 61,920 Corporate 21,860 54,110 Total $ 661,030 $ 613,370 |
Reconciliation of Assets from Segment to Consolidated | As of December 31, 2017 2016 (dollars in thousands) Total Assets Horizon Americas $ 209,210 $ 197,840 Horizon Europe - Africa 341,750 299,500 Horizon Asia‑Pacific 88,210 61,920 Corporate 21,860 54,110 Total $ 661,030 $ 613,370 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following tables present the Company’s net sales for each of the three years ended December 31, 2017 , 2016 , and 2015 ; and net fixed assets at each year ended December 31, 2017 and 2016 , attributed to each subsidiary’s continent of domicile. Australia and Germany are the only non-U.S. countries for which net sales were significant to the consolidated net sales of the Company. Australia, Germany, and the United Kingdom are the only countries in which property and equipment - net are significant to the consolidated property and equipment - net of the Company. Year ended December 31, 2017 2016 2015 (dollars in thousands) Net Sales Total U.S. $ 423,090 $ 428,770 $ 412,500 Non-U.S. Australia 69,760 60,020 73,640 Germany 194,120 52,350 14,680 Other Europe 114,940 39,520 24,810 Asia 58,140 41,940 21,630 Africa 16,320 12,130 11,440 Other Americas 16,610 14,470 16,810 Total non-U.S 469,890 220,430 163,010 Total $ 892,980 $ 649,200 $ 575,510 As of December 31, 2017 2016 (dollars in thousands) Property and equipment - net Total U.S. $ 5,770 $ 4,700 Non-U.S. Australia 10,730 11,120 Germany 48,400 41,940 United Kingdom 22,920 17,450 Other Europe 9,830 5,690 Asia 7,720 5,220 Africa 5,260 4,970 Other Americas 2,390 2,670 Total non-U.S 107,250 89,060 Total $ 113,020 $ 93,760 |
Schedule of Net Sales Contributed by Product Group | The following table presents the Company’s net sales contributed by product group for the years ended December 31, 2017 , 2016 and 2015 . Year ended December 31, 2017 2016 2015 Towing 70.3 % 62.7 % 58.1 % Trailering 16.8 % 21.5 % 23.8 % Cargo Management 6.3 % 8.9 % 9.5 % Other 6.6 % 6.9 % 8.6 % 100.0 % 100.0 % 100.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company’s income before income taxes, by tax jurisdiction, consisted of the following: Year ended December 31, 2017 2016 2015 (dollars in thousands) Income (loss) before income taxes: Domestic $ (3,880 ) $ (14,630 ) $ (9,750 ) Foreign 8,860 (1,760 ) 16,770 Income (loss) before income taxes $ 4,980 $ (16,390 ) $ 7,020 Current income tax benefit (expense): Federal $ (7,680 ) $ (1,170 ) $ 550 State and local (240 ) (970 ) (610 ) Foreign (2,190 ) (2,560 ) (3,580 ) Total current income tax expense (10,110 ) (4,700 ) (3,640 ) Deferred income tax benefit (expense): Federal (3,000 ) 3,800 3,840 State and local (390 ) 450 (40 ) Foreign 3,750 4,180 1,120 Total deferred income tax benefit 360 8,430 4,920 Income tax benefit (expense) $ (9,750 ) $ 3,730 $ 1,280 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred taxes at December 31, 2017 and 2016 are as follows: As of December 31, 2017 2016 (dollars in thousands) Deferred tax assets: Receivables, net $ 460 $ 1,440 Inventories 3,280 6,300 Accrued liabilities and other long-term liabilities 10,600 13,670 Tax loss and credit carryforwards 12,930 6,070 Gross deferred tax asset 27,270 27,480 Valuation allowances (10,560 ) (7,220 ) Net deferred tax asset 16,710 20,260 Deferred tax liabilities: Property and equipment, net (4,300 ) (5,230 ) Goodwill and other intangibles, net (19,710 ) (30,250 ) Other (3,280 ) (1,140 ) Gross deferred tax liability (27,290 ) (36,620 ) Net deferred tax (liability) asset $ (10,580 ) $ (16,360 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of our provision for income taxes to income tax expense computed at the U.S. federal statutory rate: Year ended December 31, 2017 2016 2015 (dollars in thousands) U.S. federal statutory rate 35 % 35 % 35 % Tax at U.S. federal statutory rate $ 1,740 $ (5,730 ) $ 2,460 State and local taxes, net of federal tax benefit 340 340 650 Differences in statutory foreign tax rates (3,680 ) (1,230 ) (4,350 ) Unrecognized tax benefits (3,950 ) (1,260 ) (2,950 ) Tax holiday (1) (950 ) (460 ) (1,190 ) Withholding taxes 300 300 590 Tax credits (590 ) 70 (300 ) Net change in valuation allowance 3,020 1,600 1,480 Spin-off related restructuring costs — — 2,450 Transaction Costs 1,610 2,670 — Tax Reform 11,850 — — Other, net 60 (30 ) (120 ) Income tax expense (benefit) $ 9,750 $ (3,730 ) $ (1,280 ) __________________________ (1) Tax holiday related to Thailand which expired on December 31, 2017. |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in the UTBs and related accrued interest and penalties for the years ended December 31, 2017 and 2016 is as follows: Unrecognized Tax Benefits (dollars in thousands) Balance at December 31, 2015 $ 4,570 Tax positions related to current year: Additions 1,690 Reductions — Tax positions related to prior years: Additions 2,870 Reductions — Lapses in the statutes of limitations (1,120 ) Cumulative Translation Adjustment 840 Balance at December 31, 2016 $ 8,850 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions 50 Reductions (30 ) Settlements — Lapses in the statutes of limitations (2,110 ) Cumulative Translation Adjustment 550 Balance at December 31, 2017 $ 7,310 |
Summary Quarterly Financial D41
Summary Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Three months ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (unaudited, dollars in thousands, except for per share data) Net sales $ 203,280 $ 253,590 $ 240,120 $ 195,990 Gross profit $ 45,390 $ 67,670 $ 58,420 $ 36,120 Net income (loss) $ (10,160 ) $ 19,970 $ 6,560 $ (21,140 ) Net income (loss) attributable to Horizon Global $ (9,860 ) $ 20,260 $ 6,890 $ (20,840 ) Net income (loss) per share attributable to Horizon Global: Basic $ (0.41 ) $ 0.80 $ 0.28 $ (0.84 ) Diluted $ (0.41 ) $ 0.79 $ 0.27 $ (0.84 ) Three months ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 (unaudited, dollars in thousands, except for per share data) Net sales $ 146,110 $ 167,760 $ 151,720 $ 183,610 Gross profit $ 37,610 $ 45,710 $ 42,510 $ 34,520 Net income (loss) $ 2,190 $ 7,330 $ 370 $ (22,550 ) Net income (loss) attributable to Horizon Global $ 2,190 $ 7,330 $ 370 $ (22,250 ) Net income (loss) per share attributable to Horizon Global: Basic $ 0.12 $ 0.40 $ 0.02 $ (1.07 ) Diluted $ 0.12 $ 0.40 $ 0.02 $ (1.07 ) |
Basis of Presentation Narrative
Basis of Presentation Narrative (Details) $ in Thousands | Jun. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 25, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Outstanding shares distributed as a spinoff, percent | 100.00% | ||||
Number of TriMas shares per one Horizon share in spinoff | 2.5 | ||||
Cash dividend paid to former parent | $ 214,500 | $ 0 | $ 0 | $ 214,500 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Account Receivables (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Allowance for Doubtful Accounts | $ 3.1 | $ 3.8 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Account Receivables Factoring (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Amount of receivables sold under factoring arrangements | $ 257.5 | $ 20.7 |
Holdback amount due from factoring institutions | $ 3.1 | $ 3 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Depreciation and Amortization (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | Customer Relationships [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 5 years |
Minimum [Member] | Technology and Other [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 3 years |
Minimum [Member] | Land and Land Improvements/Buildings [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 25 years |
Maximum [Member] | Customer Relationships [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 25 years |
Maximum [Member] | Technology and Other [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Useful Life | 15 years |
Maximum [Member] | Land and Land Improvements/Buildings [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment and Finite-Lived Intangible Assets [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangibles (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017USD ($)segmentreporting_unit | Dec. 31, 2016USD ($) | |
Annual Goodwill Impairment Assessment [Abstract] | |||
Number of reporting units | reporting_unit | 3 | ||
Number of Reportable Segments | segment | 3 | ||
Goodwill, Impairment Loss | $ 0 | ||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 1.00% | 1.00% | |
Fair Value Inputs, Discount Rate | 13.00% | ||
Fair Value Inputs, Cap Rate | 3.00% | ||
Factoring Fees, Receivables Sold | $ 700,000 | $ 100,000 | |
Minimum [Member] | |||
Annual Goodwill Impairment Assessment [Abstract] | |||
Fair Value Inputs, Discount Rate | 13.00% | ||
Royalty Rate | 0.50% | ||
Maximum [Member] | |||
Annual Goodwill Impairment Assessment [Abstract] | |||
Fair Value Inputs, Discount Rate | 16.00% | ||
Royalty Rate | 3.00% |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Self-insurance (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
General Liability [Member] | ||
Self-insurance coverage [Line Items] | ||
Maximum Retention | $ 750,000 | $ 1,000,000 |
Workers' Compensation [Member] | ||
Self-insurance coverage [Line Items] | ||
Maximum Retention | $ 500,000 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cost of sales [Member] | |||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||
Research and Development Expense | $ 15.4 | $ 10.4 | $ 4.1 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Shipping and Handling Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selling, General and Administrative Expenses [Member] | |||
Shipping and Handling Costs [Line Items] | |||
Shipping and Handling Costs | $ 13.3 | $ 9.1 | $ 7.6 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Advertising and Sales Promotion Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selling, General and Administrative Expenses [Member] | |||
Advertising Costs [Line Items] | |||
Advertising Costs | $ 6.2 | $ 6.1 | $ 7.8 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Expense, Net [Member] | |||
Foreign Currency Translation [Line Items] | |||
Net Foreign Currency Transaction Gains (Losses) | $ (0.8) | $ 0.5 | $ (1.4) |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock, issued shares | 18,062,027 | 25,625,571 | 20,899,959 | |
Weighted average common shares—basic (in shares) | 18,062,027 | 24,781,349 | 18,775,500 | 18,064,491 |
Acquisitions - Overview (Detail
Acquisitions - Overview (Details) $ / shares in Units, $ in Thousands | Jul. 03, 2017USD ($) | Oct. 04, 2016USD ($)productcountry$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Best Bars [Member] | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ 19,800 | |||
Cash paid | $ 19,800 | |||
Westfalia [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 100.00% | |||
Total consideration | $ 141,540 | |||
Cash paid | 91,580 | |||
Issuance of common stock | $ 49,960 | |||
Share price including discount due to restrictions on marketability (in dollars per share) | $ / shares | $ 19.87 | |||
Transaction costs | $ 10,300 | $ 10,300 | ||
Number of countries in which the acquiree has operating facilities | country | 11 | |||
Number of products manufactured by acquiree (more than) | product | 1,700 | |||
Common Stock | Westfalia [Member] | ||||
Business Acquisition [Line Items] | ||||
Issuance of common stock | $ 49,900 | |||
Business Acquisition, number of shares issued (in shares) | shares | 2,704,310 | |||
Share price (in dollars per share) | $ / shares | $ 18.48 |
Acquisitions - Best Bars Schedu
Acquisitions - Best Bars Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 138,190 | $ 120,190 | $ 4,410 | |
Best Bars [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 19,800 | |||
Receivables | 2,100 | |||
Inventories | 2,340 | |||
Other intangibles | 7,690 | |||
Prepaid expenses and other current assets | 110 | |||
Property and equipment | 2,250 | |||
Accounts payable and accrued liabilities | (1,680) | |||
Total identifiable net assets | 12,810 | |||
Goodwill | 6,990 | |||
Total assets acquired, goodwill, and liabilities assumed | $ 19,800 |
Acquisitions - Wesfalia Schedul
Acquisitions - Wesfalia Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 04, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 138,190 | $ 120,190 | $ 4,410 | |
Westfalia [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 91,580 | |||
Issuance of common stock | 49,960 | |||
Total consideration | 141,540 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Receivables | 19,700 | |||
Inventories | 43,290 | |||
Other intangibles | 47,780 | |||
Prepaid expenses and other current assets | 1,740 | |||
Property and equipment | 47,480 | |||
Accounts payable and accrued liabilities | (54,150) | |||
Long-term debt | (59,140) | |||
Other long-term liabilities | (31,210) | |||
Total identifiable net assets | 15,490 | |||
Goodwill | 126,050 | |||
Total assets acquired, goodwill, and liabilities assumed | 141,540 | |||
Westfalia [Member] | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Issuance of common stock | 49,900 | |||
Customer Relationships [Member] | Westfalia [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Other intangibles | $ 33,600 | |||
Finite-Lived Intangible Assets, Useful Life | 16 years 3 months 18 days | |||
Technology and Other [Member] | Westfalia [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Other intangibles | $ 3,400 | |||
Finite-Lived Intangible Assets, Useful Life | 10 years | |||
Trademarks and Trade Names [Member] | Westfalia [Member] | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Other intangibles | $ 10,800 |
- Pro Forma (Details)
- Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||||||||||
Net sales | $ 811,330 | $ 787,930 | |||||||||
Net loss attributable to Horizon Global | $ (12,780) | $ (18,350) | |||||||||
Basic earnings per share attributable to Horizon Global (in dollars per share) | $ (0.61) | $ (0.88) | |||||||||
Diluted earnings per share attributable to Horizon Global (in dollars per share) | $ (0.61) | $ (0.88) | |||||||||
Business Acquisition [Line Items] | |||||||||||
Net income (loss) attributable to Horizon Global | $ (20,840) | $ 6,890 | $ 20,260 | $ (9,860) | $ (22,250) | $ 370 | $ 7,330 | $ 2,190 | $ (3,550) | $ (12,360) | $ 8,300 |
Westfalia [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 54,500 | ||||||||||
Net income (loss) attributable to Horizon Global | (9,600) | ||||||||||
Pre-tax pro forma adjustments, inventory step-up | 6,700 | 6,700 | 6,700 | ||||||||
Pre-tax pro forma adjustments, depreciation expense | 1,400 | 1,400 | 2,000 | ||||||||
Pre-tax pro forma adjustments, amortization expense | 1,400 | 1,400 | 1,500 | ||||||||
Pre-tax pro forma adjustments, financing cost | 500 | 500 | 600 | ||||||||
Transaction costs | 10,300 | 10,300 | 10,300 | ||||||||
Westfalia [Member] | Term B Loan [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Pre-tax pro forma adjustments, interest expense | $ 8,100 | $ 8,100 | $ 10,700 |
Goodwill and Other Intangible57
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Balance, beginning | $ 120,190 | $ 4,410 |
Goodwill from acquisitions | 6,990 | 126,050 |
Foreign currency translation | 11,010 | (10,270) |
Balance, ending | 138,190 | 120,190 |
Horizon Americas | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 5,370 | 4,410 |
Goodwill from acquisitions | 0 | 0 |
Foreign currency translation | (90) | 960 |
Balance, ending | 5,280 | 5,370 |
Horizon Europe‑Africa | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 114,820 | 0 |
Goodwill from acquisitions | 0 | 126,050 |
Foreign currency translation | 11,340 | (11,230) |
Balance, ending | 126,160 | 114,820 |
Horizon Asia‑Pacific | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 0 | 0 |
Goodwill from acquisitions | 6,990 | 0 |
Foreign currency translation | (240) | 0 |
Balance, ending | $ 6,750 | $ 0 |
Goodwill and Other Intangible58
Goodwill and Other Intangible Assets - Goodwill Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||||
Impairment of intangible assets | $ 0 | $ 8,360 | $ 0 | ||
Amortization of intangible assets | 10,410 | 7,960 | $ 7,340 | ||
Trademarks and Trade Names [Member] | |||||
Goodwill [Line Items] | |||||
Finite-lived intangible assets, gross carrying amount | $ 730 | $ 2,400 | 730 | $ 150 | |
Impairment of intangible assets | 2,200 | ||||
Finite-lived intangible assets, net | $ 200 | ||||
Finite-lived intangible assets impaired | 6,900 | $ 6,900 | |||
Cequent Americas Reportable Segment [Member] | Trademarks and Trade Names [Member] | |||||
Goodwill [Line Items] | |||||
Amortization of intangible assets | 3,800 | ||||
Horizon Europe‑Africa | Trademarks and Trade Names [Member] | |||||
Goodwill [Line Items] | |||||
Amortization of intangible assets | $ 2,400 |
Goodwill and Other Intangible59
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-lived intangible assets, accumulated amortization | $ (137,200) | $ (127,270) | |
Total finite and indefinite-lived other intangible assets, gross carrying amount | 227,430 | 213,990 | |
Trademarks and Trade Names [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-lived intangible assets, gross carrying amount | 730 | $ 2,400 | 150 |
Finite-lived intangible assets, accumulated amortization | (190) | (150) | |
Trademarks and Trade Names [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-lived intangible assets, accumulated amortization | 0 | ||
Indefinite-lived intangible assets, gross carrying amount | 25,900 | 24,740 | |
Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-lived intangible assets, gross carrying amount | 180,850 | 170,690 | |
Finite-lived intangible assets, accumulated amortization | (121,750) | (112,560) | |
Useful Life One to Fifteen Years [Member] | Technology and Other [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-lived intangible assets, gross carrying amount | 19,950 | 18,410 | |
Finite-lived intangible assets, accumulated amortization | (15,260) | (14,560) | |
Useful Life Seventeen to Thirty Years [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-lived intangible assets, gross carrying amount | 201,530 | 189,250 | |
Finite-lived intangible assets, accumulated amortization | $ (137,200) | $ (127,270) | |
Minimum [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 5 years | ||
Minimum [Member] | Technology and Other [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 3 years | ||
Minimum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 5 years | ||
Minimum [Member] | Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 15 years | ||
Minimum [Member] | Useful Life One to Fifteen Years [Member] | Technology and Other [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 3 years | ||
Minimum [Member] | Useful Life One To Eight Years [Member] | Trademarks and Trade Names [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 1 year | ||
Maximum [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 25 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 25 years | ||
Maximum [Member] | Technology and Other [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 15 years | ||
Maximum [Member] | Useful Life Five to Twelve Years [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 12 years | ||
Maximum [Member] | Useful Life Fifteen to Twentyfive Years [Member] | Customer Relationships [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 25 years | ||
Maximum [Member] | Useful Life One to Fifteen Years [Member] | Technology and Other [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 15 years | ||
Maximum [Member] | Useful Life One To Eight Years [Member] | Trademarks and Trade Names [Member] | |||
Intangible Assets, excluding Goodwill [Line Items] | |||
Finite-Lived Intangible Assets, Useful Life | 8 years |
Goodwill and Other Intangible60
Goodwill and Other Intangible Assets - Other Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 10,410 | $ 7,960 | $ 7,340 |
Continuing Operations [Member] | |||
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | 10,410 | 7,960 | 7,340 |
Continuing Operations [Member] | Cost of sales [Member] | Technology and Other [Member] | |||
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | 710 | 170 | 190 |
Continuing Operations [Member] | Selling, General and Administrative Expenses [Member] | Customer Relationships [Member] | |||
Amortization of Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 9,700 | $ 7,790 | $ 7,150 |
Goodwill and Other Intangible61
Goodwill and Other Intangible Assets - Expected Amortization Expense (Details) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2,018 | $ 7,740 |
2,019 | 7,240 |
2,020 | 7,040 |
2,021 | 5,490 |
2,022 | $ 5,240 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 105,070 | $ 89,410 |
Work in process | 16,590 | 16,270 |
Raw materials | 49,840 | 40,340 |
Total inventories | $ 171,500 | $ 146,020 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 186,680 | $ 159,110 |
Less: Accumulated depreciation | 73,660 | 65,350 |
Property and equipment, net | 113,020 | 93,760 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 480 | 520 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,370 | 20,120 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 162,830 | $ 138,470 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation Expense [Line Items] | |||
Depreciation expense | $ 14,930 | $ 10,260 | $ 9,740 |
Continuing Operations [Member] | |||
Depreciation Expense [Line Items] | |||
Depreciation expense | 14,930 | 10,260 | 9,740 |
Cost of sales [Member] | Continuing Operations [Member] | |||
Depreciation Expense [Line Items] | |||
Depreciation expense | 13,730 | 8,800 | 8,210 |
Selling, General and Administrative Expenses [Member] | Continuing Operations [Member] | |||
Depreciation Expense [Line Items] | |||
Depreciation expense | $ 1,200 | $ 1,460 | $ 1,530 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Abstract] | ||
Accrued wages and bonuses | $ 9,900 | $ 16,700 |
Long-term tax liabilities | 13,750 | 9,720 |
Cross currency swap | 7,830 | 0 |
Deferred purchase price | 3,350 | 5,070 |
Other | 13,440 | 15,620 |
Total other long-term liabilities | $ 38,370 | $ 30,410 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 310,400,000 | $ 358,660,000 |
Unamortized debt issuance costs and original issuance discount on Term B Loan | 4,940,000 | 8,720,000 |
Unamortized debt issuance costs and discount on the Convertible Notes | 29,870,000 | 0 |
Current maturities, long-term debt | 16,710,000 | 22,900,000 |
Long-term debt | 258,880,000 | 327,040,000 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 10,000,000 | 0 |
Long-term debt | 10,000,000 | 0 |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 149,620,000 | 337,000,000 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 125,000,000 | 0 |
Unamortized debt issuance costs and discount on the Convertible Notes | 29,900,000 | |
Long-term debt | 95,100,000 | |
Bank facilities, capital leases and other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 25,780,000 | $ 21,660,000 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes (Details) | Feb. 01, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)trading_day | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 258,880,000 | $ 327,040,000 | |
Unamortized debt issuance costs and discount on the Convertible Notes | 29,870,000 | $ 0 | |
Initial equity component of the 2.75% Convertible Senior Notes due 2022, net of issuance costs and tax | 20,010,000 | ||
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 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 (in usd per share) | $ / shares | $ 24.98 | ||
Debt Instrument, Issuance Costs, Debt and Equity Components | 3,900,000 | ||
Debt Issuance Costs, Net | 2,900,000 | ||
Long-term Debt | 95,100,000 | ||
Unamortized debt issuance costs and discount on the Convertible Notes | 29,900,000 | ||
Initial equity component of the 2.75% Convertible Senior Notes due 2022, net of issuance costs and tax | 1,000,000 | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 20,000,000 | ||
Convertible Notes Payable [Member] | Debt Instrument, Redemption, Period One [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Convertible, Threshold Trading Days | trading_day | 20 | ||
Period of trading days used to calculate TSR (in trading days) | trading_day | 30 | ||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | ||
Convertible Notes Payable [Member] | Debt Instrument, Redemption, Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Period of trading days used to calculate TSR (in 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, premium paid | $ 29,000,000 | ||
Derivative, Cost of Hedge Net of Cash Received | 7,500,000 | ||
Equity Issuance Cost | $ 700,000 | ||
Warrant [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 | ||
Equity Issuance Cost | $ 600,000 | ||
Fair Value, Inputs, Level 2 [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | $ 120,300,000 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest and Amortization on Convertible Debt (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Contractual interest coupon on convertible debt | $ 3,190 | $ 0 |
Amortization of debt issuance costs | 490 | 0 |
Amortization of equity discount related to debt | $ 4,380 | $ 0 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 22, 2015USD ($) | Dec. 21, 2015USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 258,880,000 | $ 327,040,000 | |||
ABL Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 99,000,000 | ||||
Letter of credit, maximum borrowing capacity | $ 20,000,000 | ||||
Credit facility, unused capacity fee percentage | 0.25% | ||||
Credit facility, fronting fee percentage | 0.125% | ||||
Fixed charge coverage ratio | 1 | ||||
Payments of debt issuance costs | $ 2,500,000 | ||||
Amortization of debt issuance costs | 500,000 | 500,000 | $ 100,000 | ||
Unamortized debt issuance costs | 1,300,000 | 1,800,000 | |||
Long-term debt | $ 10,000,000 | 0 | |||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.60% | ||||
Letters of credit, outstanding | $ 6,300,000 | 7,000,000 | |||
Credit facility, remaining borrowing capacity | 58,500,000 | $ 68,700,000 | |||
ABL Facility [Member] | U.S. sub-facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | 94,000,000 | $ 85,000,000 | |||
ABL Facility [Member] | Canadian sub-facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | 2,000,000 | ||||
ABL Facility [Member] | U.K. sub-facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 3,000,000 |
Long-term Debt - Term Loan (Det
Long-term Debt - Term Loan (Details) | Jun. 30, 2015USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)Rate | Dec. 31, 2017USD ($)Rate | Dec. 31, 2016USD ($)Rate | Dec. 31, 2015USD ($) | Sep. 19, 2016USD ($) |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ (4,640,000) | $ 0 | $ 0 | ||||
Through March 31, 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Net leverage ratio | 5 | ||||||
Through September 30, 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Net leverage ratio | 4.75 | ||||||
Thereafter [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Net leverage ratio | 4.50 | ||||||
Term B Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 200,000,000 | $ 152,000,000 | |||||
Incremental debt commitments capacity | $ 75,000,000 | ||||||
Net leverage ratio | 3.50 | ||||||
Debt instrument, periodic principal payment | $ 2,500,000 | $ 2,100,000 | |||||
Debt instrument, periodic payment, percentage of excess cash flow | 50.00% | ||||||
Payments of debt issuance costs | 2,400,000 | ||||||
Debt Instrument, Other Transaction Fees | $ 6,100,000 | ||||||
Amortization of debt issuance costs | 1,600,000 | 1,600,000 | $ 700,000 | ||||
Term loan, aggregate amount outstanding | 337,000,000 | $ 149,600,000 | 337,000,000 | ||||
Debt instrument, interest rate, effective percentage | 6.07% | ||||||
Debt instrument, unamortized discount and debt issuance cost | $ 8,700,000 | $ 4,900,000 | $ 8,700,000 | ||||
Long-term debt, fair value, percentage of par value | Rate | 101.60% | 101.40% | 101.60% | ||||
Repayments of Debt | $ 177,000,000 | ||||||
Loss on extinguishment of debt | $ (4,600,000) | ||||||
Term B Loan [Member] | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.50% | ||||||
Term B Loan [Member] | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||
Debt instrument, interest rate floor | 1.00% | ||||||
Term B Loan Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.50% | ||||||
Debt instrument, periodic principal payment | $ 1,900,000 |
Long-term Debt - Bank facilitie
Long-term Debt - Bank facilities (Details) | Jul. 03, 2017USD ($)sub_facility | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 22, 2015USD ($) |
Australia Loans [Member] | ||||
Short-term Debt [Line Items] | ||||
Short-term debt | $ 6,600,000 | $ 0 | ||
Australian Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
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 | |||
ABL Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 99,000,000 | |||
Australian Loan, Facility A [Member] | ||||
Short-term Debt [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 20,300,000 | |||
Australian Loan, Facility B [Member] | ||||
Short-term Debt [Line Items] | ||||
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% | |||
Austrailian Facilities [Member] | ABL Facility [Member] | ||||
Short-term Debt [Line Items] | ||||
Line of Credit Facility, Number of New Sub Facilities | sub_facility | 2 | |||
Debt Instrument, Covenant One [Member] | Australian Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Ratio of Indebtedness to Net Capital | 1.50 | |||
Debt Instrument, Covenant One [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% | |||
Debt Instrument, Covenant Two [Member] | Australian Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Ratio of Indebtedness to Net Capital | 2 | |||
Debt Instrument, Covenant Two [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% | |||
Debt Instrument, Covenant Three [Member] | Australian Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Ratio of Indebtedness to Net Capital | 2.50 | |||
Debt Instrument, Covenant Three [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% | |||
Debt Instrument, Covenant Four [Member] | Australian Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 2.50 | |||
Debt Instrument, Covenant Five [Member] | Australian Loan [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 2 |
Long-term Debt - Long-term Debt
Long-term Debt - Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term Debt, Fiscal Year Maturity | ||
2,018 | $ 16,970 | |
2,019 | 9,670 | |
2,020 | 19,110 | |
2,021 | 127,950 | |
2,022 | 125,010 | |
Thereafter | 11,690 | |
Total | $ 310,400 | $ 358,660 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) € in Millions, NZD in Millions, AUD in Millions | 12 Months Ended | ||||||||
Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017NZD | Dec. 31, 2017AUD | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017NZD | Dec. 31, 2016EUR (€) | |
Intercompany Loan [Member] | |||||||||
Derivative [Line Items] | |||||||||
Intercompany loan | € 110 | NZD 10 | |||||||
Foreign currency forward contracts [Member] | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) on de-designated derivatives | $ 0 | $ 300,000 | $ 100,000 | ||||||
Foreign currency forward contracts [Member] | Cash Flow Hedging [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 23,000,000 | ||||||||
Foreign currency forward contracts [Member] | Cash Flow Hedging [Member] | Westfalia [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | 140,000,000 | € 125 | |||||||
Proceeds from sale of derivative instrument | 140,100,000 | ||||||||
Gain (loss) on sale of derivatives | 100,000 | ||||||||
Foreign currency forward contracts [Member] | Designated as hedging instrument [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, gain (loss) reclassification from AOCI to income, estimate of time to transfer | 12 months | 12 months | 12 months | 12 months | |||||
Derivative, gain (loss) reclassification from AOCI to income, estimated net amount to be transferred | $ (700,000) | ||||||||
Cross currency swap [Member] | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) on de-designated derivatives | 100,000 | ||||||||
Cross currency swap [Member] | Cash Flow Hedging [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 115,400,000 | ||||||||
Derivative hedge, periodic principle payment | € | € 1.4 | ||||||||
Derivative liability hedge, fixed interest rate | 5.40% | 5.40% | 5.40% | ||||||
Derivative hedge, periodic principle receipt | $ 1,500,000 | ||||||||
Derivative asset hedge, fixed interest rate | 7.20% | 7.20% | 7.20% | ||||||
Cross currency swap [Member] | Designated as hedging instrument [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, gain (loss) reclassification from AOCI to income, estimate of time to transfer | 12 months | 12 months | 12 months | 12 months | |||||
Derivative, gain (loss) reclassification from AOCI to income, estimated net amount to be transferred | $ 400,000 | ||||||||
NZD Currency Swap [Member] | Cash Flow Hedging [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 5,900,000 | ||||||||
Derivative hedge, periodic principle payment | NZD | NZD 0.8 | ||||||||
Derivative Liability, Marginal Interest Rate | 0.31% | 0.31% | 0.31% | ||||||
Derivative hedge, periodic principle receipt | AUD | AUD 0.8 | ||||||||
Foreign currency option [Member] | Westfalia [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | € | € 55 | ||||||||
Proceeds from sale of derivative instrument | 400,000 | ||||||||
Gain (loss) on sale of derivatives | (500,000) | ||||||||
Derivative, premium paid | $ 900,000 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Position (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Total derivatives | $ (8,390) | $ (5,500) |
Designated as hedging instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives | (8,500) | 5,630 |
Not designated as hedging instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives | 110 | (130) |
Foreign currency forward contracts [Member] | Designated as hedging instrument [Member] | Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 670 |
Foreign currency forward contracts [Member] | Designated as hedging instrument [Member] | Accrued liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (670) | (760) |
Foreign currency forward contracts [Member] | Not designated as hedging instrument [Member] | Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 110 | 0 |
Foreign currency forward contracts [Member] | Not designated as hedging instrument [Member] | Accrued liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (90) | (130) |
Cross currency swap [Member] | Designated as hedging instrument [Member] | Other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 5,720 |
Cross currency swap [Member] | Designated as hedging instrument [Member] | Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | (7,830) | 0 |
Cross currency swap [Member] | Not designated as hedging instrument [Member] | Other assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 90 | $ 0 |
Derivative Instruments - Desi75
Derivative Instruments - Designated as hedging, Financial Performance (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion, net of tax) | $ (390) | $ (930) | $ (710) | $ (70) |
Designated as hedging instrument [Member] | Foreign currency forward contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion, net of tax) | (660) | (320) | ||
Designated as hedging instrument [Member] | Foreign currency forward contracts [Member] | Cost of sales [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 940 | (1,620) | (590) | |
Designated as hedging instrument [Member] | Cross currency swap [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCI on Derivative (Effective Portion, net of tax) | 270 | (610) | ||
Designated as hedging instrument [Member] | Cross currency swap [Member] | Other expense, net [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | $ (15,820) | $ 7,510 | $ 0 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Foreign currency forward contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 650 | $ (220) |
Foreign currency forward contracts [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Foreign currency forward contracts [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 650 | (220) |
Foreign currency forward contracts [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Cross currency swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | (7,740) | 5,720 |
Cross currency swap [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Cross currency swap [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | (7,740) | 5,720 |
Cross currency swap [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 0 | $ 0 |
Leases Narrative (Details)
Leases Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Operating Leases, Rent Expense, Net | $ 20 | $ 16.8 | $ 15.8 |
Leases (Details)
Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 17,020 |
Operating Leases, Future Minimum Payments, Due in Two Years | 15,550 |
Operating Leases, Future Minimum Payments, Due in Three Years | 14,360 |
Operating Leases, Future Minimum Payments, Due in Four Years | 13,180 |
Operating Leases, Future Minimum Payments, Due in Five Years | 7,820 |
Operating Leases, Future Minimum Payments, Due Thereafter | 17,390 |
Operating Leases, Future Minimum Payments Due | $ 85,320 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2015 |
Earnings Per Share [Abstract] | ||||
Common stock, issued shares | 25,625,571 | 20,899,959 | 18,062,027 | |
Public Stock Offering | ||||
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 | $ 79.9 | |||
Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 600,000 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share Attributable to Horizon Global(Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||||||||||||
Net income | $ (20,840) | $ 6,890 | $ 20,260 | $ (9,860) | $ (22,250) | $ 370 | $ 7,330 | $ 2,190 | $ (3,550) | $ (12,360) | $ 8,300 | |
Weighted average common shares—basic (in shares) | 18,062,027 | 24,781,349 | 18,775,500 | 18,064,491 | ||||||||
Dilutive effect of stock-based awards (in shares) | 0 | 0 | 96,361 | |||||||||
Weighted average shares outstanding, diluted (in shares) | 24,781,349 | 18,775,500 | 18,160,852 | |||||||||
Basic earnings per share attributable to Horizon Global (in usd per share) | $ (0.84) | $ 0.28 | $ 0.80 | $ (0.41) | $ (1.07) | $ 0.02 | $ 0.40 | $ 0.12 | $ (0.14) | $ (0.66) | $ 0.46 | |
Diluted earnings per share attributable to Horizon Global (in usd per share) | $ (0.84) | $ 0.27 | $ 0.79 | $ (0.41) | $ (1.07) | $ 0.02 | $ 0.40 | $ 0.12 | $ (0.14) | $ (0.66) | $ 0.46 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Antidilutive Securities (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 343,782 | 331,485 | 212,088 |
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 | 584,335 | 526,751 | 0 |
Convertible Notes Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,566,205 | 0 | 0 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 4,566,205 | 0 | 0 |
Minimum [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Exercise price of options (in usd per share) | $ 9.20 | $ 9.20 | $ 9.20 |
Maximum [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Exercise price of options (in usd per share) | $ 11.29 | $ 11.29 | $ 11.29 |
Equity Awards - Equity Awards N
Equity Awards - Equity Awards Narrative (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options Granted | 0 |
Horizon 2015 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Approved for Issuance | 2,000,000 |
Equity Awards - Fair Value Assu
Equity Awards - Fair Value Assumptions (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price | $ 0 |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining unrecognized costs | 6 months | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ 0.1 | ||
Stock-based compensation expense | $ 0.3 | $ 0.8 | $ 0.2 |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options Outstanding, beginning balance | shares | 347,585 |
Number of Options Granted | shares | 0 |
Number of Options Exercised | shares | (6,593) |
Number of Options Cancelled | shares | (2,643) |
Number of Options Expired | shares | 0 |
Number of Options Outstanding, ending balance | shares | 338,349 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Options Outstanding, Weighted Average Price, beginning | $ / shares | $ 10.37 |
Exercise price, Weighted Average Price | $ / shares | 0 |
Options Exercised, Weighted Average Price | $ / shares | 10.26 |
Options Cancelled, Weighted Average Price | $ / shares | 10.08 |
Options Expired, Weighted Average Price | $ / shares | 0 |
Options Outstanding, Weighted Average Price, ending | $ / shares | $ 10.38 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |
Options Average Remaining Contractual Life (Years) | 7 years 10 months |
Options Aggregate Intrinsic Value | $ | $ 1,231,917 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)$ / sharesRateshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized Compensation Cost | $ | $ 3.1 | ||
Restricted Stock And Performance Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 185,423 | ||
Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 185,423 | ||
Period of trading days used to calculate TSR (in trading days) | 20 | ||
Period for Recognition of Share-based Compensation Cost Not yet Recognized | 9 months 24 days | ||
Restricted shares-based compensation expense | $ | $ 3.3 | $ 3 | $ 2.3 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 17.49 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 18.41 | ||
Market-based restricted shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | Rate | 1.52% | ||
Expected stock volatility | Rate | 38.50% | ||
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 | Rate | 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 | Rate | 200.00% | ||
Share-based Compensation Award, Tranche One [Member] | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 22,449 | ||
Share-based Compensation Award, Tranche Four [Member] | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 33,426 | ||
Share-based Compensation Award, Tranche Two [Member] | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 50,416 | ||
Share-based Compensation Award, Tranche Three [Member] | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 72,865 | ||
Share-based Compensation Award, Tranche Five [Member] | Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Unvested Restricted Shares Granted | 6,267 |
Equity Awards - Restricted Sh87
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Unvested Restricted Shares Outstanding, beginning balance | shares | 557,563 |
Number of Unvested Restricted Shares Granted | shares | 185,423 |
Number of Unvested Restricted Shares Vested | shares | (153,086) |
Number of Unvested Restricted Shares Cancelled | shares | (7,289) |
Number of Unvested Restricted Shares Outstanding, ending balance | shares | 582,611 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, beginning | $ / shares | $ 11.90 |
Unvested Restricted Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 17.49 |
Unvested Restricted Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 12.52 |
Unvested Restricted Shares Cancelled, Weighted Average Grant Date Fair Value | $ / shares | 12.21 |
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, ending | $ / shares | $ 13.51 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, authorized shares | 100,000,000 | 100,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, outstanding shares | 0 | 0 | ||
Common stock, authorized shares | 400,000,000 | 400,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, issued shares | 25,625,571 | 20,899,959 | 18,062,027 | |
Treasury stock, outstanding shares | 686,506 | 0 | ||
Common stock, outstanding shares | 24,939,065 | 20,899,959 | ||
Average purchase price for treasury stock | $ 14.55 | |||
Share Repurchase Program [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares authorized to be repurchased | 1,500,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax [Abstract] | |||
Beginning Balance, Derivative Instruments | $ (930) | $ (710) | $ (70) |
Net transfer from former parent, Derivative Instruments | 0 | ||
Net unrealized gains (losses) arising during the period, Derivative Instruments | (8,810) | 3,170 | (1,310) |
Less: Net realized gains reclassified to net income, Derivative Instruments | (9,350) | 3,390 | (670) |
Net current-period change, Derivative Instruments | 540 | (220) | (640) |
Ending Balance, Derivative Instruments | (390) | (930) | (710) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax [Abstract] | |||
Beginning Balance, Foreign Currency Translation | (7,410) | 3,180 | 7,460 |
Net transfer from former parent, Foreign Currency Translation | 5,230 | ||
Net unrealized losses arising during the period, Foreign Currency Translation | 17,810 | (10,590) | (9,510) |
Less: Net realized gains reclassified to net income, Foreign Currency Translation | 0 | 0 | 0 |
Net current-period change, Foreign Currency Translation | 17,810 | (10,590) | (4,280) |
Ending Balance, Foreign Currency Translation | 10,400 | (7,410) | 3,180 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Beginning Balance | (8,340) | 2,470 | 7,390 |
Other Comprehensive Income Loss Assumed from Separation | 5,230 | ||
Net unrealized gains (losses) arising during the period | 9,000 | (7,420) | (10,820) |
Less: Net realized gains reclassified to net income | (9,350) | 3,390 | (670) |
Net current-period change | 18,350 | (10,810) | (4,920) |
Ending Balance | 10,010 | (8,340) | 2,470 |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 5,200 | (2,500) | 100 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | $ 5,500 | $ (2,500) | $ (800) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Reportable Segments | segment | 3 | ||
Operating Profit (Loss) | $ 34,760 | $ 6,300 | $ 19,570 |
Capital Expenditures | 27,290 | 14,540 | 8,320 |
Continuing Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 892,980 | 649,200 | 575,510 |
Operating Profit (Loss) | 34,760 | 6,300 | 19,570 |
Capital Expenditures | 27,290 | 14,540 | 8,320 |
Depreciation and Amortization | 25,340 | 18,220 | 17,080 |
Horizon Americas | Continuing Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 439,700 | 443,240 | 429,310 |
Operating Profit (Loss) | 44,060 | 38,680 | 30,300 |
Capital Expenditures | 10,150 | 5,550 | 5,970 |
Depreciation and Amortization | 10,660 | 10,750 | 10,750 |
Cequent Asia Pacific [Member] | Continuing Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 127,310 | 101,880 | 95,270 |
Operating Profit (Loss) | 18,740 | 11,230 | 7,650 |
Capital Expenditures | 2,440 | 3,310 | 1,360 |
Depreciation and Amortization | 4,310 | 4,090 | 4,130 |
Horizon Europe Africa Reportable Segment [Member] [Domain] | Continuing Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 325,970 | 104,080 | 50,930 |
Operating Profit (Loss) | (1,790) | (13,320) | (100) |
Capital Expenditures | 13,190 | 4,670 | 690 |
Depreciation and Amortization | 10,110 | 3,290 | 2,070 |
Corporate [Member] | Continuing Operations [Member] | |||
Segment Reporting Information [Line Items] | |||
Operating Profit (Loss) | (26,250) | (30,290) | (18,280) |
Capital Expenditures | 1,510 | 1,010 | 300 |
Depreciation and Amortization | $ 260 | $ 90 | $ 130 |
Segment Information Operating N
Segment Information Operating Net Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Operating Net Assets | $ 661,030 | $ 613,370 |
Continuing Operations [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Operating Net Assets | 113,020 | 93,760 |
Continuing Operations [Member] | Horizon Americas | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Operating Net Assets | 209,210 | 197,840 |
Continuing Operations [Member] | Cequent Asia Pacific [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Operating Net Assets | 88,210 | 61,920 |
Continuing Operations [Member] | Horizon Europe Africa Reportable Segment [Member] [Domain] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Operating Net Assets | 341,750 | 299,500 |
Continuing Operations [Member] | Corporate [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Operating Net Assets | $ 21,860 | $ 54,110 |
Segment Information Revenues an
Segment Information Revenues and Operating Net Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Operating Net Assets | $ 661,030 | $ 613,370 | |
Continuing Operations [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 892,980 | 649,200 | $ 575,510 |
Operating Net Assets | 113,020 | 93,760 | |
Continuing Operations [Member] | Total U.S. [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 423,090 | 428,770 | 412,500 |
Operating Net Assets | 5,770 | 4,700 | |
Continuing Operations [Member] | Australia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 69,760 | 60,020 | 73,640 |
Operating Net Assets | 10,730 | 11,120 | |
Continuing Operations [Member] | GERMANY | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 194,120 | 52,350 | 14,680 |
Operating Net Assets | 48,400 | 41,940 | |
Continuing Operations [Member] | Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 114,940 | 39,520 | 24,810 |
Continuing Operations [Member] | UNITED KINGDOM | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Operating Net Assets | 22,920 | 17,450 | |
Continuing Operations [Member] | Other Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Operating Net Assets | 9,830 | 5,690 | |
Continuing Operations [Member] | Asia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 58,140 | 41,940 | 21,630 |
Operating Net Assets | 7,720 | 5,220 | |
Continuing Operations [Member] | Africa [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 16,320 | 12,130 | 11,440 |
Operating Net Assets | 5,260 | 4,970 | |
Continuing Operations [Member] | Other Americas [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 16,610 | 14,470 | 16,810 |
Operating Net Assets | 2,390 | 2,670 | |
Continuing Operations [Member] | Reportable Geographical Components [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net Sales | 469,890 | 220,430 | $ 163,010 |
Operating Net Assets | $ 107,250 | $ 89,060 |
Segment Information Narrative (
Segment Information Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | |||
Export Sales from the United States of America | $ 34.6 | $ 32.6 | $ 33.8 |
Segment Information Net Sales b
Segment Information Net Sales by Product Group (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Net Sales (as a percent) | 100.00% | 100.00% | 100.00% |
Towing [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales (as a percent) | 70.30% | 62.70% | 58.10% |
Trailering [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales (as a percent) | 16.80% | 21.50% | 23.80% |
Cargo Management [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales (as a percent) | 6.30% | 8.90% | 9.50% |
Other Products and Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales (as a percent) | 6.60% | 6.90% | 8.60% |
Income Taxes Income Tax by Juri
Income Taxes Income Tax by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (3,880) | $ (14,630) | $ (9,750) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 8,860 | (1,760) | 16,770 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | 4,980 | (16,390) | 7,020 |
Current Federal Tax Expense (Benefit) | (7,680) | (1,170) | 550 |
Current State and Local Tax Expense (Benefit) | (240) | (970) | (610) |
Current Foreign Tax Expense (Benefit) | (2,190) | (2,560) | (3,580) |
Current Income Tax Expense (Benefit) | (10,110) | (4,700) | (3,640) |
Deferred Federal Income Tax Expense (Benefit) | (3,000) | 3,800 | 3,840 |
Deferred State and Local Income Tax Expense (Benefit) | (390) | 450 | (40) |
Deferred Foreign Income Tax Expense (Benefit) | 3,750 | 4,180 | 1,120 |
Deferred Income Tax Expense (Benefit) | 360 | 8,430 | 4,920 |
Income Tax Expense (Benefit), Continuing Operations | $ (9,750) | $ 3,730 | $ 1,280 |
Income Taxes Components of Defe
Income Taxes Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components of Deferred Tax Assets | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | $ 460 | $ 1,440 |
Deferred Tax Assets, Inventory | 3,280 | 6,300 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Other | 10,600 | 13,670 |
Deferred Tax Assets, Operating Loss and Credit Carryforwards | 12,930 | 6,070 |
Deferred Tax Assets, Gross | 27,270 | 27,480 |
Deferred Tax Assets, Valuation Allowance | (10,560) | (7,220) |
Deferred Tax Assets, Net of Valuation Allowance | 16,710 | 20,260 |
Components of Deferred Tax Liabilities | ||
Deferred Tax Liabilities, Property, Plant and Equipment | (4,300) | (5,230) |
Deferred Tax Liabilities, Goodwill and Intangible Assets | (19,710) | (30,250) |
Deferred Tax Liabilities, Other | (3,280) | (1,140) |
Deferred Tax Liabilities, Gross | (27,290) | (36,620) |
Deferred Tax Liabilities, Net | $ (10,580) | $ (16,360) |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | 35.00% | 35.00% |
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | $ 1,740 | $ (5,730) | $ 2,460 |
Income Tax Reconciliation, State and Local Income Taxes | 340 | 340 | 650 |
Income Tax Reconciliation, Foreign Income Tax Rate Differential | (3,680) | (1,230) | (4,350) |
Income Tax Reconciliation, Tax Contingencies | (3,950) | (1,260) | (2,950) |
Income Tax Reconciliation, Tax Holidays | (950) | (460) | (1,190) |
Income Tax Reconciliation, Tax Withholding | 300 | 300 | 590 |
Income Tax Reconciliation, Noncontrolling Interest Income (Expense) | (590) | 70 | (300) |
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance | 3,020 | 1,600 | 1,480 |
Income Tax Reconciliation, Nondeductible Expense, Restructuring Charges (Benefits) | 0 | 0 | 2,450 |
Income Tax Reconciliation, Transaction Costs | 1,610 | 2,670 | 0 |
Income Tax Reconciliation, Change in Enacted Tax Rate | 11,850 | 0 | 0 |
Income Tax Reconciliation, Other Adjustments | 60 | (30) | (120) |
Income Tax Expense (Benefit), Continuing Operations | $ 9,750 | $ (3,730) | $ (1,280) |
Income Taxes Operating Loss Car
Income Taxes Operating Loss Carryforwards Narrative (Details) $ in Millions | Dec. 31, 2017USD ($) |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 0.6 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 44.9 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Change In Tax Rate, Deferred Tax Asset, Provisional Income Tax Expense | $ 11,900 | ||
Unrecognized Tax Benefits | 7,310 | $ 8,850 | $ 4,570 |
Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Income Taxes Paid | 1,000 | 2,200 | |
Foreign Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Income Taxes Paid | $ 6,700 | $ 2,600 |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Contingency [Line Items] | |||
Unrecognized Tax Benefits | $ 7,310 | $ 8,850 | $ 4,570 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 7,300 | 8,900 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | (2,100) | (200) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Payable | 3,400 | $ 5,600 | |
Foreign Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Decrease in unrecognized tax benefits expected to be released in next twelve months | $ 7,400 |
Income Taxes Unrecognized Ta101
Income Taxes Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized Tax Benefits, Beginning | $ 8,850 | $ 4,570 |
Tax positions related to current year: | ||
Additions | 0 | 1,690 |
Reductions | 0 | 0 |
Tax positions related to prior years: | ||
Additions | 50 | 2,870 |
Reductions | (30) | 0 |
Settlements | 0 | |
Lapses in the statutes of limitations | (2,110) | (1,120) |
Cumulative Translation Adjustment | 550 | 840 |
Unrecognized Tax Benefits, Ending | $ 7,310 | $ 8,850 |
Summary Quarterly Financial 102
Summary Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 195,990 | $ 240,120 | $ 253,590 | $ 203,280 | $ 183,610 | $ 151,720 | $ 167,760 | $ 146,110 | $ 892,980 | $ 649,200 | $ 575,510 |
Gross Profit | 36,120 | 58,420 | 67,670 | 45,390 | 34,520 | 42,510 | 45,710 | 37,610 | 207,600 | 160,350 | 143,040 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (21,140) | 6,560 | 19,970 | (10,160) | (22,550) | 370 | 7,330 | 2,190 | |||
Net income (loss) attributable to Horizon Global | $ (20,840) | $ 6,890 | $ 20,260 | $ (9,860) | $ (22,250) | $ 370 | $ 7,330 | $ 2,190 | $ (3,550) | $ (12,360) | $ 8,300 |
Net income (loss) per share attributable to Horizon Global: | |||||||||||
Net income (loss) per share attributable to Horizon Global, Basic (in usd per share) | $ (0.84) | $ 0.28 | $ 0.80 | $ (0.41) | $ (1.07) | $ 0.02 | $ 0.40 | $ 0.12 | $ (0.14) | $ (0.66) | $ 0.46 |
Net income (loss) per share attributable to Horizon Global, Diluted (in usd per share) | $ (0.84) | $ 0.27 | $ 0.79 | $ (0.41) | $ (1.07) | $ 0.02 | $ 0.40 | $ 0.12 | $ (0.14) | $ (0.66) | $ 0.46 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 17, 2018 | Feb. 16, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||
Repayments of long term debt | $ 189,760 | $ 10,000 | $ 5,000 | ||
2018 Replacement Term Loan | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 385,000 | ||||
Repayments of long term debt | $ 4,800 | $ 2,400 | |||
Base Rate | 2018 Replacement Term Loan | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, interest rate (as a percent) | 4.00% | ||||
LIBOR | 2018 Replacement Term Loan | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, interest rate (as a percent) | 5.00% | ||||
Debt instrument, interest rate floor | 1.00% |
Schedule II - Valuation and 104
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |||
BALANCE AT BEGINNING OF PERIOD | $ 3,810 | $ 2,960 | $ 3,230 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | 640 | 910 | 470 |
ADDITIONS CHARGED (CREDITED) TO OTHER ACCOUNTS | (1,340) | 50 | 320 |
DEDUCTIONS | 10 | 110 | 1,060 |
BALANCE AT END OF PERIOD | $ 3,100 | $ 3,810 | $ 2,960 |