Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 07, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HORIZON GLOBAL CORP | |
Entity Central Index Key | 0001637655 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Smaller Reporting Company | false | |
Emerging Growth Company | true | |
Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,387,388 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 16,360 | $ 27,650 |
Receivables, net of allowance for doubtful accounts of approximately $5.0 million and $4.8 million at September 30, 2019 and December 31, 2018, respectively | 93,480 | 95,170 |
Inventories | 141,150 | 152,200 |
Prepaid expenses and other current assets | 9,480 | 8,270 |
Current assets held-for-sale | 0 | 36,080 |
Total current assets | 260,470 | 319,370 |
Property and equipment, net | 78,670 | 86,500 |
Operating lease right-of-use assets | 56,170 | |
Goodwill | 4,200 | 4,500 |
Other intangibles, net | 60,350 | 69,400 |
Deferred income taxes | 440 | 660 |
Non-current assets held-for-sale | 0 | 34,790 |
Other assets | 5,700 | 6,130 |
Total assets | 466,000 | 521,350 |
Current liabilities: | ||
Short-term borrowings and current maturities, long-term debt | 24,270 | 13,860 |
Accounts payable | 79,440 | 102,350 |
Short-term operating lease liabilities | 9,850 | |
Current liabilities held-for-sale | 0 | 28,080 |
Accrued liabilities | 53,020 | 58,520 |
Total current liabilities | 166,580 | 202,810 |
Gross long-term debt | 214,930 | 382,220 |
Unamortized debt issuance costs and discount | (34,200) | (31,570) |
Long-term debt | 180,730 | 350,650 |
Deferred income taxes | 8,280 | 12,620 |
Long-term operating lease liabilities | 50,890 | |
Non-current liabilities held-for-sale | 0 | 1,740 |
Other long-term liabilities | 20,770 | 19,750 |
Total liabilities | 427,250 | 587,570 |
Contingencies (See Note 13) | ||
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; 26,073,894 shares issued and 25,387,388 outstanding at September 30, 2019, and 25,866,747 shares issued and 25,180,241 outstanding at December 31, 2018 | 250 | 250 |
Common stock warrants exercisable for 6,487,674 shares issued and outstanding at September 30, 2019; none issued and outstanding at December 31, 2018 | 10,720 | 0 |
Paid-in capital | 162,760 | 160,990 |
Treasury stock, at cost: 686,506 shares at September 30, 2019 and December 31, 2018 | (10,000) | (10,000) |
Accumulated deficit | (110,390) | (222,720) |
Accumulated other comprehensive (loss) income | (11,250) | 7,760 |
Total Horizon Global shareholders' equity (deficit) | 42,090 | (63,720) |
Noncontrolling interest | (3,340) | (2,500) |
Total shareholders' equity (deficit) | 38,750 | (66,220) |
Total liabilities and shareholders' equity | $ 466,000 | $ 521,350 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Receivables, reserves (in dollars) | $ 5 | $ 4.8 |
Shareholders' equity (deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, authorized shares (in shares) | 400,000,000 | 400,000,000 |
Common Stock, issued shares (in shares) | 26,073,894 | 25,866,747 |
Common Stock, outstanding shares (in shares) | 25,387,388 | 25,180,241 |
Treasury stock, shares (in shares) | 686,506 | 686,506 |
Common Stock Warrants | ||
Shareholders' equity (deficit): | ||
Common Stock, issued shares (in shares) | 6,487,674 | 0 |
Common Stock, outstanding shares (in shares) | 6,487,674 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 177,850 | $ 194,030 | $ 548,170 | $ 576,250 |
Cost of sales | (149,560) | (159,500) | (460,010) | (472,120) |
Gross profit | 28,290 | 34,530 | 88,160 | 104,130 |
Selling, general and administrative expenses | (41,100) | (37,680) | (113,140) | (134,210) |
Impairment of goodwill and intangible assets | 0 | (26,640) | 0 | (125,770) |
Net gain (loss) on dispositions of property and equipment | 50 | (110) | 1,500 | (520) |
Operating loss | (12,760) | (29,900) | (23,480) | (156,370) |
Other expense, net | (1,640) | (1,040) | (6,610) | (7,410) |
Interest expense | (24,120) | (7,590) | (50,270) | (19,580) |
Loss from continuing operations before income tax | (38,520) | (38,530) | (80,360) | (183,360) |
Income tax benefit | 1,020 | 1,420 | 2,330 | 15,770 |
Net loss from continuing operations | (37,500) | (37,110) | (78,030) | (167,590) |
Income from discontinued operations, net of tax | 182,750 | 4,110 | 189,520 | 9,670 |
Net income (loss) | 145,250 | (33,000) | 111,490 | (157,920) |
Less: Net loss attributable to noncontrolling interest | (260) | (240) | (840) | (720) |
Net income (loss) attributable to Horizon Global | $ 145,510 | $ (32,760) | $ 112,330 | $ (157,200) |
Basic: | ||||
Continuing operations (in dollars per share) | $ (1.47) | $ (1.47) | $ (3.05) | $ (6.67) |
Discontinued operations (in dollars per share) | 7.21 | 0.16 | 7.50 | 0.39 |
Total | 5.74 | (1.31) | 4.45 | (6.28) |
Diluted: | ||||
Continuing operations (in dollars per share) | (1.47) | (1.47) | (3.05) | (6.67) |
Discontinued operations (in dollars per share) | 7.21 | 0.16 | 7.50 | 0.39 |
Total | $ 5.74 | $ (1.31) | $ 4.45 | $ (6.28) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 25,329,492 | 25,101,847 | 25,267,310 | 25,028,072 |
Diluted (in shares) | 25,329,492 | 25,101,847 | 25,267,310 | 25,028,072 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 145,250 | $ (33,000) | $ 111,490 | $ (157,920) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation and other | (1,320) | (680) | (30) | (4,400) |
Derivative instruments | (440) | 640 | (1,720) | 2,960 |
Total other comprehensive loss, net of tax | (1,760) | (40) | (1,750) | (1,440) |
Total comprehensive income (loss) | 143,490 | (33,040) | 109,740 | (159,360) |
Less: Comprehensive loss attributable to noncontrolling interest | (250) | (240) | (830) | (790) |
Comprehensive income (loss) attributable to Horizon Global | $ 143,740 | $ (32,800) | $ 110,570 | $ (158,570) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 111,490 | $ (157,920) |
Less: Net income from discontinued operations | 189,520 | 9,670 |
Net loss from continuing operations | (78,030) | (167,590) |
Adjustments to reconcile net loss from continued operations to net cash used for operating activities: | ||
Net (gain) loss on dispositions of property and equipment | (1,500) | 520 |
Depreciation | 11,980 | 9,410 |
Amortization of intangible assets | 4,800 | 5,640 |
Write off of operating lease assets | 4,250 | 0 |
Impairment of goodwill and intangible assets | 0 | 125,770 |
Amortization of original issuance discount and debt issuance costs | 18,570 | 6,050 |
Deferred income taxes | (3,390) | (3,370) |
Non-cash compensation expense | 1,790 | 1,430 |
Paid-in-kind interest | 7,620 | 0 |
Increase in receivables | (4,680) | (31,950) |
Decrease in inventories | 1,920 | 5,630 |
(Increase) decrease in prepaid expenses and other assets | (2,770) | 1,150 |
Decrease in accounts payable and accrued liabilities | (15,560) | (27,450) |
Other, net | (10,800) | 220 |
Net cash used for operating activities for continuing operations | (65,800) | (74,540) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (8,460) | (9,660) |
Net proceeds from sale of business | (214,570) | 0 |
Net proceeds from disposition of property and equipment | 1,470 | (280) |
Net cash provided by (used for) investing activities for continuing operations | 207,580 | (9,940) |
Cash Flows from Financing Activities: | ||
Proceeds from borrowings on credit facilities | 13,780 | 12,550 |
Repayments of borrowings on credit facilities | (6,520) | (14,390) |
Proceeds from Second Lien Term Loan, net of issuance costs | 35,520 | 45,430 |
Repayments of borrowings on First Lien Term Loan, inclusive of transaction costs | (173,430) | (6,490) |
Proceeds from ABL Revolving Debt, net of issuance costs | 68,790 | 72,430 |
Repayments of borrowings on ABL Revolving Debt | (112,510) | (34,830) |
Proceeds from issuance of Series A Preferred Stock | 5,340 | 0 |
Proceeds from issuance of Warrants | 5,380 | 0 |
Other, net | (10) | (300) |
Net cash (used for) provided by financing activities for continuing operations | (163,660) | 74,400 |
Discontinued Operations: | ||
Net cash used for discontinued investing activities | 11,430 | 8,500 |
Net cash used for discontinued investing activities | (1,120) | (720) |
Net cash provided by (used for) discontinued financing activities | 0 | 0 |
Net cash provided by discontinued operations | 10,310 | 7,780 |
Effect of exchange rate changes on cash | 280 | 40 |
Decrease for the period | (11,290) | (2,260) |
At beginning of period | 27,650 | 29,570 |
At end of period | 16,360 | 27,310 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,730 | 13,430 |
Cash paid for taxes | $ 480 | $ 2,170 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Common Stock Warrants | Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Horizon Global Shareholders’ Deficit | Noncontrolling Interest | Previously Reported | Previously ReportedCommon Stock | Previously ReportedCommon Stock Warrants | Previously ReportedPaid-in Capital | Previously ReportedTreasury Stock | Previously ReportedAccumulated Deficit | Previously ReportedAccumulated Other Comprehensive Income (Loss) | Previously ReportedTotal Horizon Global Shareholders’ Deficit | Previously ReportedNoncontrolling Interest | Restatement AdjustmentPaid-in Capital | Restatement AdjustmentAccumulated Deficit | Restatement AdjustmentAccumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2017 | $ 140,400 | $ 250 | $ 0 | $ 159,830 | $ (10,000) | $ (18,760) | $ 10,570 | $ 141,890 | $ (1,490) | $ 140,400 | $ 250 | $ 0 | $ 159,490 | $ (10,000) | $ (17,860) | $ 10,010 | $ 141,890 | $ (1,490) | |||
Beginning balance (Accounting Standards Update 2018-02) at Dec. 31, 2017 | $ 340 | $ (900) | $ 560 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (57,760) | (57,510) | (57,510) | (250) | |||||||||||||||||
Other comprehensive income, net of tax | 4,690 | 4,680 | 4,680 | 10 | |||||||||||||||||
Shares surrendered upon vesting of employees share based payment awards to cover tax obligations | (200) | (200) | (200) | ||||||||||||||||||
Non-cash compensation expense | 720 | 720 | 720 | ||||||||||||||||||
Ending balance at Mar. 31, 2018 | 87,850 | 250 | 0 | 160,350 | (10,000) | (76,270) | 15,250 | 89,580 | (1,730) | ||||||||||||
Beginning balance at Dec. 31, 2017 | 140,400 | 250 | 0 | 159,830 | (10,000) | (18,760) | 10,570 | 141,890 | (1,490) | $ 140,400 | $ 250 | $ 0 | $ 159,490 | $ (10,000) | $ (17,860) | $ 10,010 | $ 141,890 | $ (1,490) | |||
Beginning balance (Accounting Standards Update 2018-02) at Dec. 31, 2017 | $ 340 | $ (900) | $ 560 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (157,920) | ||||||||||||||||||||
Other comprehensive income, net of tax | (1,440) | (1,370) | |||||||||||||||||||
Ending balance at Sep. 30, 2018 | (17,830) | 250 | 0 | 160,960 | (10,000) | (175,960) | 9,200 | (15,550) | (2,280) | ||||||||||||
Beginning balance at Mar. 31, 2018 | 87,850 | 250 | 0 | 160,350 | (10,000) | (76,270) | 15,250 | 89,580 | (1,730) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (67,160) | (66,930) | (66,930) | (230) | |||||||||||||||||
Other comprehensive income, net of tax | (6,090) | (6,010) | (6,010) | (80) | |||||||||||||||||
Shares surrendered upon vesting of employees share based payment awards to cover tax obligations | (10) | (10) | (10) | ||||||||||||||||||
Non-cash compensation expense | 490 | 490 | 490 | ||||||||||||||||||
Ending balance at Jun. 30, 2018 | 15,080 | 250 | 0 | 160,830 | (10,000) | (143,200) | 9,240 | 17,120 | (2,040) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (33,000) | (32,760) | (32,760) | (240) | |||||||||||||||||
Other comprehensive income, net of tax | (40) | (40) | (40) | 0 | |||||||||||||||||
Shares surrendered upon vesting of employees share based payment awards to cover tax obligations | (90) | (90) | (90) | ||||||||||||||||||
Non-cash compensation expense | 220 | 220 | 220 | ||||||||||||||||||
Ending balance at Sep. 30, 2018 | (17,830) | 250 | 0 | 160,960 | (10,000) | (175,960) | 9,200 | (15,550) | (2,280) | ||||||||||||
Beginning balance at Dec. 31, 2018 | (66,220) | 250 | 0 | 160,990 | (10,000) | (222,720) | 7,760 | (63,720) | (2,500) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (25,620) | (25,100) | (25,100) | (520) | |||||||||||||||||
Other comprehensive income, net of tax | 140 | 140 | 140 | 0 | |||||||||||||||||
Shares surrendered upon vesting of employees share based payment awards to cover tax obligations | (10) | (10) | (10) | ||||||||||||||||||
Non-cash compensation expense | 350 | 350 | 350 | ||||||||||||||||||
Issuance of Warrants | 5,380 | 5,380 | 5,380 | ||||||||||||||||||
Ending balance at Mar. 31, 2019 | (85,980) | 250 | 5,380 | 161,330 | (10,000) | (247,820) | 7,900 | (82,960) | (3,020) | ||||||||||||
Beginning balance at Dec. 31, 2018 | (66,220) | 250 | 0 | 160,990 | (10,000) | (222,720) | 7,760 | (63,720) | (2,500) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | 111,490 | ||||||||||||||||||||
Other comprehensive income, net of tax | (1,750) | (19,010) | |||||||||||||||||||
Ending balance at Sep. 30, 2019 | 38,750 | 250 | 10,720 | 162,760 | (10,000) | (110,390) | (11,250) | 42,090 | (3,340) | ||||||||||||
Beginning balance at Mar. 31, 2019 | (85,980) | 250 | 5,380 | 161,330 | (10,000) | (247,820) | 7,900 | (82,960) | (3,020) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (8,140) | (8,080) | (8,080) | (60) | |||||||||||||||||
Other comprehensive income, net of tax | (130) | (130) | (130) | ||||||||||||||||||
Non-cash compensation expense | 590 | 590 | 590 | ||||||||||||||||||
Issuance of Warrants | 5,340 | 5,340 | 5,340 | ||||||||||||||||||
Ending balance at Jun. 30, 2019 | (88,320) | 250 | 10,720 | 161,920 | (10,000) | (255,900) | 7,770 | (85,240) | (3,080) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | 145,250 | 145,510 | 145,510 | (260) | |||||||||||||||||
Other comprehensive income, net of tax | (1,760) | (1,760) | (1,760) | ||||||||||||||||||
Non-cash compensation expense | 840 | 840 | 840 | ||||||||||||||||||
Amounts reclassified from AOCI | (17,260) | (17,260) | (17,260) | ||||||||||||||||||
Ending balance at Sep. 30, 2019 | $ 38,750 | $ 250 | $ 10,720 | $ 162,760 | $ (10,000) | $ (110,390) | $ (11,250) | $ 42,090 | $ (3,340) |
General
General | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Horizon Global Corporation (“Horizon,” “Horizon Global,” “we,” 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 (“OEMs”) and original equipment servicers (“OESs”) (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 business into operating segments by the region in which sales and manufacturing efforts are focused. As a result of the Company’s sale of its Horizon Asia-Pacific operating segment (“APAC”), the Company’s operating segments are Horizon Americas and Horizon Europe-Africa . See Note 17 , “ Segment Information ,” for further information on each of the Company’s operating segments. Historical information has been retrospectively adjusted to reflect the classification of APAC as discontinued operations. Discontinued operations are further discussed in Note 3, “ Discontinued Operations ”. The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. It is management’s opinion that these financial statements contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. Results of operations for interim periods are not necessarily indicative of results for the full year. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Accounting pronouncements recently adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, “Compensation - Stock Compensation (Topic 718)” (“ASU 2018-07”). ASU 2018-07 expands the scope of Accounting Standard Codification (“ASC”) 718 to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees. ASU 2018-07 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The Company adopted ASU 2018-07 on January 1, 2019, and there was no impact on the Company’s condensed consolidated financial statements. In August 2017, the FASB issued 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 adopted ASU 2017-12 on January 1, 2019, and there was no impact on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which supersedes the lease requirements in “Leases (Topic 840).” The objective of this update is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Under this guidance, lessees are required to recognize on the balance sheet a lease liability and a right-of-use (“ROU”) asset for all leases, with the exception of short-term leases with terms of twelve months or less. The lease liability represents the lessee’s obligation to make lease payments arising from a lease and will be measured as the present value of the lease payments. The ROU asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The Company has elected the package of practical expedients, excluding the lease term hindsight, as permitted by the transition guidance. The Company has made an accounting policy election to exempt leases with an initial term of twelve months or less from balance sheet recognition. Instead, short-term leases will be expensed over the lease term. The Company adopted the standard on January 1, 2019, by applying the modified retrospective method without restatement of comparative periods' financial information, as permitted by the transition guidance. The standard had a material impact on the Company’s condensed consolidated balance sheet, but did not have a material impact on its condensed consolidated statements of operations and cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. See Note 12 “ Leases, ” for the impact of the adoption which resulted in the recognition of ROU assets and corresponding lease liabilities. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On September 19, 2019, the Company completed the sale of its subsidiaries that comprised APAC to Hayman Pacific BidCo Pty Ltd., an affiliate of Pacific Equity Partners, for $209.6 million in net cash proceeds after payment of transaction costs, in a net debt free sale. The sale resulted in the recognition of a gain of $180.5 million , of which $17.3 million was related to the cumulative translation adjustment that was reclassified to earnings, which is reflected within the income from discontinued operations, net of taxes line of the condensed consolidated statement of operations. The Company classified APAC assets and liabilities as held-for-sale as of December 31, 2018 in the accompanying condensed consolidated balance sheet and has classified APAC’s operating results and the gain on the sale as discontinued operations in the accompanying condensed consolidated statement of operations for all periods presented in accordance with ASC 205, “Discontinued Operations.” Prior to being classified as held-for-sale, APAC was included as a separate operating segment. The following tables presents the Company’s results from discontinued operations: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (dollars in thousands) (dollars in thousands) Net sales $ 29,750 $ 33,810 $ 92,300 $ 101,760 Cost of sales (22,250 ) (24,720 ) (68,530 ) (76,250 ) Selling, general and administrative expenses (3,050 ) (3,130 ) (9,580 ) (10,510 ) Interest expense (80 ) (60 ) (310 ) (210 ) Other expense. net (210 ) (470 ) (400 ) (1,800 ) Income before income tax expense 4,160 5,430 13,480 12,990 Income tax expense (1,900 ) (1,320 ) (4,450 ) (3,320 ) Gain on sale of discontinued operations $ 180,490 $ — $ 180,490 $ — Income from discontinued operations, net of tax $ 182,750 $ 4,110 $ 189,520 $ 9,670 The following tables presents the Company’s assets and liabilities held for sale: December 31, 2018 (dollars in thousands) Assets Current assets: Receivables, net of allowance for doubtful accounts $ 13,170 Inventories 21,490 Prepaid expenses and other current assets 1,420 Total current assets 36,080 Non-current assets: Property and equipment, net 15,780 Goodwill 8,160 Other intangibles, net 8,650 Deferred income taxes 2,030 Other assets 170 Total non-current assets 34,790 Assets held-for-sale $ 70,870 Liabilities Current liabilities: Accounts payable $ 20,780 Accrued liabilities 7,300 Total current liabilities 28,080 Non-current liabilities: Deferred income taxes 1,530 Other long-term liabilities 210 Total non-current liabilities 1,740 Total liabilities held-for-sale $ 29,820 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenue Recognition The Company disaggregates revenue from contracts with customers by major sales channel. The Company determined that disaggregating revenue into these categories best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Automotive OEM channel represents sales to automotive vehicle manufacturers. The Automotive OES channel primarily represents sales to automotive vehicle dealerships. The Aftermarket channel represents sales to automotive installers and warehouse distributors. The Retail channel represents sales to direct-to-consumer retailers. The Industrial channel represents sales to non-automotive manufacturers and dealers of agricultural equipment, trailers, and other custom assemblies. The E-Commerce channel represents sales to direct-to-consumer retailers who utilize the internet to purchase the Company’s products. The Other channel represents sales that do not fit into a category described above and these sales are considered ancillary to the Company’s core operating activities. The following tables present the Company’s net sales by major sales channel: Three Months Ended September 30, 2019 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 21,050 $ 43,200 $ 64,250 Automotive OES 1,960 16,510 18,470 Aftermarket 26,920 19,840 46,760 Retail 26,600 — 26,600 Industrial 7,650 780 8,430 E-commerce 12,040 560 12,600 Other — 740 740 Total $ 96,220 $ 81,630 $ 177,850 Three Months Ended September 30, 2018 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 20,320 $ 40,650 $ 60,970 Automotive OES 1,700 12,600 14,300 Aftermarket 38,470 19,980 58,450 Retail 29,600 — 29,600 Industrial 11,160 — 11,160 E-commerce 13,750 1,290 15,040 Other 510 4,000 4,510 Total $ 115,510 $ 78,520 $ 194,030 Nine Months Ended September 30, 2019 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 64,970 $ 137,900 $ 202,870 Automotive OES 5,380 45,840 51,220 Aftermarket 79,910 56,200 136,110 Retail 88,230 — 88,230 Industrial 23,860 2,340 26,200 E-commerce 38,300 1,650 39,950 Other 20 3,570 3,590 Total $ 300,670 $ 247,500 $ 548,170 Nine Months Ended September 30, 2018 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 60,320 $ 134,930 $ 195,250 Automotive OES 4,230 39,980 44,210 Aftermarket 96,700 65,180 161,880 Retail 96,330 — 96,330 Industrial 31,680 — 31,680 E-commerce 29,340 3,880 33,220 Other 1,220 12,460 13,680 Total $ 319,820 $ 256,430 $ 576,250 During the three and nine months ended September 30, 2019 and 2018 , adjustments to estimates of variable consideration for previously recognized revenue were insignificant. At September 30, 2019 and December 31, 2018 , total opening and closing balances of contract assets and deferred revenue were not material. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the nine months ended September 30, 2019 are summarized as follows: (dollars in thousands) Horizon Americas Balance at December 31, 2018 $ 4,500 Foreign currency translation (300 ) Balance at September 30, 2019 $ 4,200 The gross carrying amounts and accumulated amortization of the Company’s other intangibles are summarized as follows. As of Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships (2 – 20 years) $ 162,940 $ (129,020 ) $ 33,920 Technology and other (3 – 15 years) 20,590 (14,630 ) 5,960 Trademark/Trade names (1 – 8 years) 150 (150 ) — Total finite-lived intangible assets 183,680 (143,800 ) 39,880 Trademark/Trade names, indefinite-lived 20,470 — 20,470 Total other intangible assets $ 204,150 $ (143,800 ) $ 60,350 As of Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships (2 – 20 years) $ 168,230 $ (124,510 ) $ 43,720 Technology and other (3 – 15 years) 20,490 (15,400 ) 5,090 Trademark/Trade names (1 – 8 years) 150 (150 ) — Total finite-lived intangible assets 188,870 (140,060 ) 48,810 Trademark/Trade names, indefinite-lived 20,590 — 20,590 Total other intangible assets $ 209,460 $ (140,060 ) $ 69,400 On March 1, 2019, the Company entered into an agreement of sale of certain business assets in its Europe-Africa operating segment, via a share and asset sale (the “Sale”). Under the terms of the Sale, effective March 1, 2019, the Company disposed of certain non-automotive business assets that operated using the Terwa brand for $5.5 million , which included a $0.5 million note receivable. The Sale resulted in a $3.6 million loss recorded in Other expense, net in the condensed consolidated statements of operations, including a $3.0 million reduction of net intangibles related to customer relationships. Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of operations is summarized as follows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (dollars in thousands) Technology and other, included in cost of sales $ 260 $ 430 $ 980 $ 990 Customer relationships and Trademark/Trade names, included in selling, general and administrative expenses 1,410 1,600 3,820 4,650 Total amortization expense $ 1,670 $ 2,030 $ 4,800 $ 5,640 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: September 30, December 31, (dollars in thousands) Finished goods $ 80,440 $ 89,000 Work in process 12,880 16,160 Raw materials 47,830 47,040 Total inventories $ 141,150 $ 152,200 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following components: September 30, December 31, (dollars in thousands) Land and land improvements $ 440 $ 460 Buildings 20,460 18,680 Machinery and equipment 120,840 121,230 141,740 140,370 Accumulated depreciation (63,070 ) (53,870 ) Property and equipment, net $ 78,670 $ 86,500 Depreciation expense included in the accompanying condensed consolidated statements of operations is as follows: Three months ended Nine months ended (dollars in thousands) 2019 2018 2019 2018 (dollars in thousands) Depreciation expense, included in cost of sales $ 3,170 $ 2,960 $ 9,760 $ 8,630 Depreciation expense, included in selling, general and administrative expense 1,420 270 2,220 780 Total depreciation expense $ 4,590 $ 3,230 $ 11,980 $ 9,410 |
Accrued and Other Long-term Lia
Accrued and Other Long-term Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities [Abstract] | |
Accrued and Other Long-term Liabilities | Accrued and Other Long-term Liabilities Accrued liabilities consist of the following components: September 30, December 31, (dollars in thousands) Customer incentives $ 12,700 $ 9,990 Customer claims 10,370 14,130 Accrued compensation 8,890 5,680 Accrued professional services 3,940 4,380 Restructuring 2,450 7,530 Deferred purchase price 750 3,400 Short-term tax liabilities 750 1,130 Cross currency swap — 1,610 Other 13,170 10,670 Total accrued liabilities $ 53,020 $ 58,520 Other long-term liabilities consist of the following components: September 30, December 31, (dollars in thousands) Long-term tax liabilities $ 6,220 $ 6,270 Deferred purchase price 2,440 30 Restructuring 1,980 2,580 Other 10,130 10,870 Total other long-term liabilities $ 20,770 $ 19,750 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following: September 30, December 31, (dollars in thousands) ABL Facility $ 19,660 $ 61,570 First Lien Term Loan 25,010 190,520 Second Lien Term Loan 55,060 — Convertible Notes 125,000 125,000 Bank facilities, capital leases and other long-term debt 14,470 18,990 Gross debt 239,200 396,080 Less: Current maturities, long-term debt 24,270 13,860 Gross long-term debt 214,930 382,220 Less: Unamortized debt issuance costs and original issuance discount on First Lien Term Loan 790 7,380 Unamortized debt issuance costs and discount on Second Lien Term Loan 13,800 — Unamortized debt issuance costs and discount on Convertible Notes 19,610 24,190 Unamortized debt issuance costs and discount 34,200 31,570 Long-term debt $ 180,730 $ 350,650 ABL Facility In February 2019, the Company amended its existing revolving credit facility (the “ABL Facility”) to permit the Company to enter into the Senior Term Loan Agreement (as defined below) and make certain indebtedness, asset sale, investment and restricted payment baskets covenants more restrictive. In March 2019, the Company amended the ABL Facility to permit the Company to enter into the Second Lien Term Loan Agreement (as defined below) and provide for certain other modifications of the ABL Facility. In particular, the ABL Facility was modified to increase the interest rate by 1.0% , reduce the total facility size to $90.0 million and limit the ability to incur additional indebtedness in the future. In September 2019, the Company amended its existing ABL Facility to provide consent for the sale of APAC, provide consent for the Company’s prepayment of First Lien Term Loan, as discussed below, and increase the existing block by $5.0 million to a total block of $10.0 million , making the effective facility size $80.0 million . The ABL Facility consists of (i) a U.S. sub-facility, in an aggregate principal amount of up to $85.0 million (subject to availability under a U.S.-specific borrowing base) (the “U.S. Facility”), (ii) 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 (iii) 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”). All facilities under the ABL Facility mature on June 30, 2020 and are presented in “short-term borrowings and current maturities, long-term debt” in the accompanying September 30, 2019 condensed consolidated balance sheet. The Company incurred debt issuance costs of approximately $0.5 million in connection with the September 2019 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 $0.3 million and $0.8 million of amortization of debt issuance costs for the three and nine months ended September 30, 2019 , respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2018 , respectively which are included in the accompanying condensed consolidated statements of operations. There were $2.0 million and $0.8 million of unamortized debt issuance costs included in other assets in the accompanying condensed consolidated balance sheets as of September 30, 2019 and December 31, 2018 , respectively. There was $19.7 million and $61.6 million outstanding under the ABL Facility as of September 30, 2019 and December 31, 2018 , respectively, with a weighted average interest rate of 7.0% and 4.4% , respectively. Total letters of credit issued under the ABL Facility at September 30, 2019 and December 31, 2018 were $7.8 million and $3.4 million , respectively. The Company had $44.5 million and $10.3 million of availability under the ABL Facility as of September 30, 2019 and December 31, 2018 , respectively. First Lien Term Loan (formerly “Term Loan”) In February 2019, the Company amended and restated the existing term loan agreement (the “First Lien Term Loan Agreement”) to permit the Company to enter into the Senior Term Loan Agreement and tightened certain indebtedness, asset sale, investment and restricted payment baskets. In March 2019, the Company amended the existing term loan agreement (“Sixth Term Amendment”) to permit the Company to enter into the Second Lien Term Loan Agreement, amend certain financial covenants to make them less restrictive and make certain other affirmative and negative covenants more restrictive. The Sixth Term Amendment also added a fixed charge coverage covenant starting with fiscal quarter ending March 31, 2020, a minimum liquidity covenant of $15.0 million starting March 31, 2019, and a maximum capital expenditure covenant of $15.0 million for 2019 and $25.0 million annually thereafter. The interest rate on the First Lien Term Loan Agreement was also amended to add 3.0% paid-in-kind interest in addition to the existing cash pay interest. In May 2019, the Company entered into the seventh amendment to credit agreement (the “Seventh Term Amendment”) to amend the First Lien Term Loan Agreement, which extended its $100.0 million prepayment requirement from on or before March 31, 2020, to on or before May 15, 2020. In September 2019, the Company amended the existing First Lien Term Loan Agreement (“Eighth Term Amendment”) to provide consent for the sale of the Company’s APAC segment, provide consent for the Company to meet its prepayment obligation of the First Lien Term Loan, remove prepayment penalties and make certain negative covenants less restrictive. In September 2019, the Company paid down a portion of its First Lien Term Loan’s outstanding principal plus fees and paid-in-kind interest in the amount of $172.9 million . Pursuant to the Eighth Term Amendment, the prior first lien leverage covenant was eliminated and replaced with the secured net leverage ratio starting with the fiscal quarter ending December 31, 2020 as follows: December 31, 2020: 6.00 to 1.00 March 31, 2021: 6.00 to 1.00 June 30, 2021 and each fiscal quarter ending thereafter: 5.00 to 1.00 In accordance with ASC 470-50, “Modifications and Extinguishments,” the Company recorded approximately $0.7 million of issuance costs in selling, general and administrative expense in the accompanying condensed consolidated statements of operations during the nine months ended September 30, 2019 and wrote off approximately $5.2 million of debt issuance costs due to the modification of the First Lien Term Loan for the September 19, 2019 amendment, which were recorded to selling, general and administrative expense within the accompanying condensed consolidated statements of operations. The Company recorded approximately $5.2 million and $8.7 million of unamortized debt issuance costs to interest expense for the three and nine months ended September 30, 2019 , respectively, due to the extinguishment of debt for certain lenders in the loan syndicate in connection with the Sixth, Seventh and Eighth Term Amendments. The Company recognized approximately $1.7 million and $4.4 million of amortization of debt issuance and discount cost for the three and nine months ended September 30, 2019 , respectively, and $0.6 million and $1.4 million for the three and nine months ended September 30, 2018 , respectively, which is included in the accompanying condensed consolidated statements of operations. The Company recognized $3.0 million of paid-in-kind interest on the First Lien Term Loan for the nine months ended September 30, 2019 . The Company had an aggregate principal amount outstanding of $25.0 million and $190.5 million as of September 30, 2019 and December 31, 2018 , respectively, under the First Lien Term Loan bearing interest at 8.1% and 8.8% , respectively. All of the indebtedness under the First Lien Term 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. Senior Term Loan Agreement In February 2019, the Company entered into a Credit Agreement (the “Senior Term Loan Agreement”) with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, and the lenders party thereto. The Senior Term Loan Agreement provided for a short-term loan facility in the aggregate principal amount of $10.0 million , all of which was borrowed by the Company. Certain of the lenders under the Company’s First Lien Term Loan Agreement were the lenders under the Senior Term Loan Agreement. The Senior Term Loan Agreement required the Company to obtain additional financing in amounts and on terms acceptable to the lenders. The Senior Term Loan Agreement was repaid on March 15, 2019, in conjunction with the additional financing further detailed below. The Company incurred debt issuance costs of approximately $0.5 million in connection with the Senior Term Loan Agreement, which were recorded to selling, general and administrative expense within the accompanying condensed consolidated statements of operations. Second Lien Term Loan Agreement In March 2019, the Company entered into a Credit Agreement (the “Second Lien Term Loan Agreement”) with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, and Corre Partners Management L.L.C., as representative of the lenders, and the lenders party thereto. The Second Lien Term Loan Agreement provides for a term loan facility in the aggregate principal amount of $51.0 million and matures on September 30, 2021. The interest on the Second Lien Term Loan may be paid, at the Company’s election, in cash, at the customary eurocurrency rate plus a margin of 10.50% per annum, or in-kind, at the customary eurocurrency rate plus a margin of 11.50% . The Second Lien Term Loan Agreement is secured by a second lien on substantially the same collateral as the First Lien Term Loan and is subject to various affirmative and negative covenants including a secured net leverage ratio tested quarterly further detailed below. In September 2019, the Company amended the existing Second Lien Term Loan Agreement (“Second Lien Amendment”) to remove the prepayment requirement related to the use of APAC sale proceeds and made certain negative covenants less restrictive. Pursuant to the Second Lien Amendment, the prior first lien leverage covenant was eliminated and replaced with the secured net leverage ratio starting with the fiscal quarter ending December 31, 2020, as outlined in the above section, First Lien Term Loan. The proceeds, net of applicable fees, of the Second Lien Term Loan Agreement were used to repay all amounts outstanding under the Senior Term Loan Agreement and to provide additional liquidity and working capital for the Company. Pursuant to the Second Lien Term Loan Agreement, the Company was required to issue 6.25 million detachable warrants to purchase common stock of the Company, which can be exercised on a cashless basis over a five -year term with an exercise price of $1.50 per share. 3,601,902 warrants were issued in March 2019, and the Company also issued 90,667 shares of Series A Preferred Stock in the interim that were convertible into additional warrants upon receipt of shareholder approval of the issuance of such additional warrants and the shares of common stock issuable upon exercise thereof. Upon receipt of such shareholder approval on June 25, 2019, the 90,667 shares of Series A Preferred Stock were converted into 2,952,248 warrants. In accordance with guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”), the (i) Second Lien Term Loan; (ii) Series A Preferred Stock, and (iii) warrants are all freestanding instruments and proceeds were allocated to each instrument on March 15, 2019 on a relative fair value basis: (i) $40.3 million ; (ii) $5.3 million and (iii) $5.4 million , respectively. The Series A Preferred Stock was not within the scope of ASC 480-10 and did not meet the criteria for liability classification. The Series A Preferred Stock was classified as temporary equity as of March 31, 2019, as the Series A Preferred Stock was entitled to receive two times its liquidation value in cash upon occurrence of a liquidation or deemed liquidation event, which is outside the control of the Company. After receipt of shareholder approval at the Company’s annual meeting of shareholders on June 25, 2019, the Series A Preferred Stock was automatically converted into 2,952,248 warrants and $5.3 million was reclassified to Common stock warrants within Shareholders’ equity in the Company’s condensed consolidated balance sheet. The warrants also do not meet the criteria for liability classification under ASC 480. However, the warrants meet the definition of a derivative under ASC 815, are determined to be indexed to the Company’s common stock and meet the requirements for equity classification pursuant to ASC 815-40. The Company determined the fair value of the Second Lien Term Loan using a discount rate build up approach. The fair values of the Series A Preferred Stock and warrants were determined using an option pricing method. The debt discount of $10.7 million created by the relative fair value allocation of the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the loan. Debt issuance costs of approximately $3.8 million and original issuance discount of approximately $1.0 million were incurred in connection with entry into the Second Lien Term Loan Agreement. The debt issuance and original issuance discount costs will be amortized into interest expense over the contractual term of the loan using the effective interest method. The Company had total unamortized debt issuance and discount costs of $13.8 million , all of which are recorded as a reduction of the debt balance on the Company’s accompanying condensed consolidated balance sheet as of September 30, 2019 . The Company recognized $4.6 million of paid-in-kind interest on its Second Lien Term Loan for the nine months ended September 30, 2019 . Convertible Notes In February 2017, the Company completed a public offering of 2.75% Convertible Senior Notes (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. 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 ASC 470-20, “Debt-Debt with Conversion and Other Options.” The Company first determined the fair value of the liability component by estimating the value of a similar liability that does not have an associated equity component. The Company then deducted that amount from the issuance proceeds to arrive at a residual amount, which represents the equity component. The Company accounted for the equity component as a debt discount (with an offset to paid-in capital in excess of par value). The debt discount created by the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes ending on July 1, 2022. 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. Covenant and Liquidity Matters The ABL Facility matures on June 30, 2020, and as of September 30, 2019 , had an outstanding balance of $19.7 million . The Company believes it has sufficient liquidity to operate its business. However, today it does not have the cash or liquidity to pay off the ABL Facility at maturity. If the Company cannot generate sufficient cash from operations to make the aforementioned payment at maturity, or enter into new or additional financing arrangements, it may result in an event of default because of the inability to meet all of its obligations under its credit agreements. Such a default, if not cured, would allow the lenders to accelerate the maturity of the debt, making it due and payable at that time, which would result in a cross default of other debt obligations. The Company is in compliance with all of its financial covenants as of September 30, 2019 . |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk As of September 30, 2019 , the Company was party to forward contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $3.9 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 and mature at specified monthly settlement dates through December 2019. 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. Financial Statement Presentation The fair value carrying amount of the Company’s derivative instruments were recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 220 $ 1,910 Cross currency swap Accrued liabilities — (2,480 ) Total derivatives designated as hedging instruments 220 (570 ) Derivatives not designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets 100 70 Total derivatives de-designated as hedging instruments 100 70 Total derivatives $ 320 $ (500 ) The following table summarizes the amount of gain recognized in AOCI on derivatives (net of tax): Amount of Gain Recognized in AOCI on Derivatives (net of tax) As of September 30, As of December 31, 2019 2018 (dollars in thousands) Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 220 $ 1,870 Cross currency swap $ — $ 90 The following tables summarize the amounts reclassified from AOCI into earnings: Three months ended September 30, 2019 2018 Cost of sales Interest expense Cost of sales Interest expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statement of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (149,560 ) $ (24,120 ) $ (159,500 ) $ (7,590 ) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 350 $ — $ 440 $ — Cross currency swap $ — $ — $ — $ 780 Nine months ended September 30, 2019 2018 Cost of sales Interest expense Cost of sales Interest expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statement of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (460,010 ) $ (50,270 ) $ (472,120 ) $ (19,580 ) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 1,550 $ — $ 590 $ — Cross currency swap $ — $ 900 $ — $ 4,000 Over the next 12 months , the Company expects to reclassify approximately $0.2 million of pre-tax deferred gains, related to the foreign currency forward contracts, from AOCI to cost of sales as contract manufacturing and inventory purchases are settled. Fair Value Measurements The fair value of the Company’s derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. The Company’s derivatives are recorded at fair value in its condensed 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 September 30, 2019 and December 31, 2018 are shown below: Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) September 30, 2019 Foreign currency forward contracts Recurring $ 320 $ — $ 320 $ — December 31, 2018 Foreign currency forward contracts Recurring $ 1,980 $ — $ 1,980 $ — Cross currency swaps Recurring $ (2,480 ) $ — $ (2,480 ) $ — |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company’s restructuring activities are undertaken as necessary to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve productivity improvements and net cost reductions. The Company's restructuring charges consist primarily of employee costs (principally severance and/or termination benefits) and facility closure and other costs. To the extent these programs involve voluntary separations, no liabilities are generally recorded until offers to employees are accepted. If employees are involuntarily terminated, a liability is generally recorded at the communication date. Estimates of restructuring charges are based on information available at the time such charges are recorded. Related charges are recorded in cost of sales and selling, general and administrative expenses. The following table provides a summary of the Company’s consolidated restructuring liabilities and related activity for each type of exit cost as of and for the nine months ended September 30, 2019 : Employee Costs Facility Closure and Other Costs Total (dollars in thousands) Balance at January 1, 2019 $ 4,990 $ 5,120 $ 10,110 Payments and other (1) (3,810 ) $ (1,870 ) (5,680 ) Balance at September 30, 2019 $ 1,180 $ 3,250 $ 4,430 (1) Other consists primarily of changes in the liability balance due to foreign currency translation in addition to reversals of charges. The $4.4 million restructuring liability at September 30, 2019 includes $2.4 million of accrued liabilities and $2.0 million of other long-term liabilities. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain facilities, automobiles and equipment under non-cancellable operating leases. Our leases have remaining lease terms of one year to twelve years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, the majority of renewals to extend the lease terms are not included in the Company’s ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in the lease term. The Company combines lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company has a centrally managed treasury function; therefore, based on the applicable lease terms and the current economic environment, the Company applies a portfolio approach by reporting segment for determining the incremental borrowing rate. Operating lease cost was $ 4.3 million and $13.3 million for the three and nine months ended September 30, 2019 , respectively. Operating cash flows from operating leases were $4.6 million and $14.3 million for the three and nine months ended September 30, 2019 , respectively. ROU assets obtained in exchange for operating lease obligations were $0.2 million and $15.0 million for the three and nine months ended September 30, 2019 , respectively. The weighted average remaining term of these leases was approximately 6.7 years and the weighted average discount rate used to measure lease liabilities was approximately 8.7% . In September 2019, the Company ceased use of its Troy, Michigan headquarters office lease. In conjunction with the lease abandonment, the Company accelerated the recognition of expense of its ROU asset and wrote it off, which resulted in a $4.3 million charge recorded in selling, general and administrative expense in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2019 . Maturities of lease liabilities were as follows as of September 30, 2019 : Years ending December 31, Operating Leases (dollars in thousands) 2019 $ 4,990 2020 14,120 2021 13,180 2022 11,270 2023 9,000 2024 and thereafter 29,900 Total lease payments 82,460 Less imputed interest (21,720 ) Present value of lease liabilities $ 60,740 Minimum payments for operating leases having initial or remaining non-cancellable lease terms in excess of one year at December 31, 2018 , under ASC 840, are summarized below. This historical information has been retrospectively adjusted to reflect the removal of discontinued operations. Discontinued operations are further discussed in Note 3, “ Discontinued Operations ”. December 31, Minimum Payments (dollars in thousands) 2019 $ 12,380 2020 11,350 2021 10,120 2022 7,350 2023 4,350 Thereafter 12,480 Total $ 58,030 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | During the fourth quarter of 2018, the Company was notified by two OEM customers of potential claims related to product sold by Horizon Europe-Africa arising from potentially faulty components provided by a third party supplier. The claims resulted from the failure of products not functioning to specifications, but the claims do not allege any damage and only seek replacement of the product. During the first quarter of 2019, one of the claims resulted in a recall campaign, while the manner in which the other claim will be resolved was pending. The Company performed an assessment of the facts and circumstances for all asserted and unasserted claims and considered all factors including the Company’s recall insurance. Based on this assessment through March 31, 2019, the Company determined the probable range of the liability to be between $16.8 million and $20.0 million , with no amount within that range a better estimate than any other amount. As a result, the Company recorded a liability of $16.8 million and an asset of $11.1 million , which resulted in a $4.3 million charge during the first quarter of 2019. On November 6, 2019, the Company reached a commercial settlement with an OEM customer that settles the exposure for certain claims related to the potentially faulty components for $5.5 million . Based on the facts and circumstances, the Company has determined that this settlement is a type I subsequent event which was recorded in its consolidated financial statements during the third quarter of 2019. As a result, the Company reduced its exposure related the claim by $4.3 million during the three months ended September 30, 2019. As of September 30, 2019 , the liability is $8.6 million due to ongoing replacement costs of potentially faulty components and is presented in “accrued liabilities” and the asset balance of $5.0 million is presented in “prepaid expenses and other current assets” in the accompanying September 30, 2019 condensed consolidated balance sheet. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Loss) per Share Basic loss per share is computed using net income (loss) attributable to Horizon Global and the number of weighted average shares outstanding. Diluted loss per share is computed using net income (loss) attributable to Horizon Global and the number of weighted average shares outstanding, adjusted to give effect to the assumed exercise of outstanding stock options and warrants, vesting of restricted shares outstanding, and conversion of the Convertible Notes. The following table sets forth the reconciliation of the numerator and the denominator of basic income (loss) per share attributable to Horizon Global and diluted income (loss) per share attributable to Horizon Global: Three months ended Nine months ended 2019 2018 2019 2018 (dollars in thousands, except share and per share data) Numerator: Net loss from continuing operations $ (37,500 ) $ (37,110 ) $ (78,030 ) $ (167,590 ) Income from discontinued operations, net of tax $ 182,750 $ 4,110 $ 189,520 $ 9,670 Less: Net loss attributable to noncontrolling interest $ (260 ) $ (240 ) $ (840 ) $ (720 ) Net income (loss) attributable to Horizon Global $ 145,510 $ (32,760 ) $ 112,330 $ (157,200 ) Denominator: Weighted average shares outstanding, basic 25,329,492 25,101,847 25,267,310 25,028,072 Dilutive effect of stock-based awards — — — — Weighted average shares outstanding, diluted 25,329,492 25,101,847 25,267,310 25,028,072 Basic income (loss) per share attributable to Horizon Global Continuing Operations $ (1.47 ) $ (1.47 ) $ (3.05 ) $ (6.67 ) Discontinued Operations $ 7.21 $ 0.16 $ 7.50 $ 0.39 Total $ 5.74 $ (1.31 ) $ 4.45 $ (6.28 ) Diluted income (loss) per share attributable to Horizon Global Continuing Operations $ (1.47 ) $ (1.47 ) $ (3.05 ) $ (6.67 ) Discontinued Operations $ 7.21 $ 0.16 $ 7.50 $ 0.39 Total $ 5.74 $ (1.31 ) $ 4.45 $ (6.28 ) Due to losses from continuing operations for the three and nine months ended September 30, 2019 and 2018 , the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common stock equivalents is provided in the table below: Three months ended Nine months ended 2019 2018 2019 2018 Number of options 53,321 220,726 61,184 285,538 Exercise price of options $9.20 - $11.29 $9.20 - $11.29 $9.20 - $11.29 $9.20 - $11.29 Restricted stock units 1,524,778 629,507 1,101,855 685,286 Convertible Notes 5,005,000 5,005,000 5,005,000 5,005,000 Convertible Notes warrants 5,005,000 5,005,000 5,005,000 5,005,000 Second Lien Term Loan warrants 6,545,479 — 3,671,607 — For purposes of determining diluted income (loss) 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 income (loss) 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 loss 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 income (loss) per share. |
Equity Awards
Equity Awards | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [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 4.4 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, 2018 to September 30, 2019 : Number of Stock Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 92,967 $ 10.40 Granted — — Exercised — — Canceled, forfeited (39,646 ) 10.31 Expired — — Outstanding at September 30, 2019 53,321 $ 10.43 5.8 $ — As of September 30, 2019 , the unrecognized compensation cost related to stock options is immaterial. For the three and nine months ended September 30, 2019 and 2018 , the stock-based compensation expense recognized by the Company related to stock options was immaterial. There was no aggregate intrinsic value of the outstanding options at September 30, 2019 . Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Restricted Shares During the first nine months of 2019 , the Company granted an aggregate of 1,527,322 restricted stock units and performance stock units to certain key employees. The total grants consisted of: (i) 353,592 time-based restricted stock units that vest on May 15, 2020; (ii) 5,000 time-based restricted stock units that vest on May 15, 2021; (iii) 411,373 time-based restricted stock units that vest on March 19, 2022 and (iv) 757,357 market-based performance stock units that vest on March 19, 2022 (the “2019 PSUs”). During 2018, the Company granted an aggregate of 477,963 restricted stock units and performance stock units to certain key employees and non-employee directors. The total grants consisted of: (i) 5,680 time-based restricted stock units that vested on July 1, 2018; (ii) 43,799 time-based restricted stock units that vest ratably on (1) March 1, 2019, (2) March 1, 2020 and (3) March 1, 2021; (iii) 101,204 time-based restricted stock units that vest ratably on (1) March 1, 2019, (2) March 1, 2020, (3) March 1, 2021 and (4) March 1, 2022; (iv) 145,003 market-based performance stock units that vest on March 1, 2021 (the “2018 PSUs”); (v) 43,416 time-based restricted stock units that vest on March 1, 2021; (vi) 17,575 time-based restricted stock units that vest on May 8, 2019; (vii) 84,210 time-based restricted stock units that vested on May 15, 2018; (viii) 11,404 time-based restricted stock units that vest on May 15, 2020; (ix) 14,472 time-based restricted stock units that vest on August 1, 2020; (x) 8,400 time-based restricted stock units that vest on October 1, 2020, and (xi) 2,800 time-based restricted stock units that vest on December 3, 2020. 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. For the 2019 PSUs, TSR is measured over a period beginning January 1, 2019 and ending December 31, 2021. For the 2018 PSUs, TSR is measured over a period beginning January 1, 2018 and ending December 31, 2020. 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 2.43% and 2.34% for the 2019 PSUs and 2018 PSUs, respectively, and annualized volatility of 84.1% and 37.4% for the 2019 PSUs and 2018 PSUs, respectively. Due to the lack of adequate stock price history of Horizon common stock during 2018, the volatility was based on the median of the peer group. In 2019, the Company had sufficient historical data that was used to calculate the volatility. The grant date fair value of the p erformance stock units wer e $3.69 and $7.08 for the 2019 PSUs and 2018 PSUs, respectively. The grant date fair value of r estricted 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 shares outstanding for the period ended September 30, 2019 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 419,928 $ 9.75 Granted 1,527,322 3.46 Vested (145,981 ) 7.40 Canceled, forfeited (287,829 ) 4.02 Outstanding at September 30, 2019 1,513,440 $ 4.31 As of September 30, 2019 , there was $4.1 million in unrecognized compensation costs related to unvested restricted stock units that is expected to be recognized over a weighted-average period of 2.0 years. The Company recognized approximately $0.9 million and $1.8 million of stock-based compensation expense related to restricted shares during the three and nine months ended September 30, 2019 , respectively, and approximately $0.1 million and $1.5 million during the three and nine months ended September 30, 2018 . Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Other Comprehensive Income [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock The Company is authorized to issue 100,000,000 shares of preferred stock, par value of $0.01 per share. There were no preferred shares outstanding at September 30, 2019 or December 31, 2018 . Common Stock The Company is authorized to issue 400,000,000 shares of common stock, par value of $0.01 per share. At September 30, 2019 , there were 26,073,894 shares of common stock issued and 25,387,388 shares of common stock outstanding. At December 31, 2018 , there were 25,866,747 shares of common stock issued and 25,180,241 shares of common stock outstanding. Common Stock Warrants In connection with the Second Lien Term Loan the Company entered into in March 2019, the Company became obligated to issue 6.25 million detachable warrants to purchase common stock of the Company, which can be exercised on a cashless basis over a five year term with an exercise price of $1.50 per share. The Company also issued 90,667 shares of Series A Preferred Stock in March 2019 in connection with the Second Lien Term Loan that were convertible into additional warrants upon receipt of shareholder approval of the issuance of such additional warrants and the shares of common stock issuable upon exercise thereof. The Series A Preferred Stock was presented as Temporary equity in the March 31, 2019 condensed consolidated balance sheet. Upon receipt of such shareholder approval on June 25, 2019, the 90,667 shares of Series A Preferred Stock were converted into 2,952,248 warrants. See Note 9 , “ Long-term Debt ,” for additional information. As of September 30, 2019 , warrants to purchase 6,487,674 shares of common stock were issued and remain outstanding. Accumulated Other Comprehensive Income (“AOCI”) Changes in AOCI by component, net of tax, for the nine months ended September 30, 2019 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at January 1, 2019 $ 1,960 $ 5,800 $ 7,760 Net unrealized gains arising during the period 730 (30 ) 700 Less: Net realized gains reclassified to net loss 2,450 — 2,450 Amounts reclassified from AOCI (20 ) (17,240 ) (17,260 ) Net current-period change (1,740 ) (17,270 ) (19,010 ) Balance at September 30, 2019 $ 220 $ (11,470 ) $ (11,250 ) Changes in AOCI by component, net of tax, for the nine months ended September 30, 2018 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at January 1, 2018 $ (310 ) $ 10,880 $ 10,570 Net unrealized gains (losses) arising during the period (a) 6,850 (4,330 ) 2,520 Less: Net realized losses reclassified to net loss (b) 3,890 — 3,890 Net current-period change 2,960 (4,330 ) (1,370 ) Balance at September 30, 2018 $ 2,650 $ 6,550 $ 9,200 __________________________ (a) Derivative instruments, net of income tax expense of $(1.3) million . See Note 10 , “ Derivative Instruments ,” for further details. (b) Derivative instruments, net of income tax expense of $0.9 million . See Note 10 , “ Derivative Instruments ,” for further details. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company groups its business into operating segments by the region in which sales and manufacturing efforts are focused, which are grouped on the basis of similar product, market and operating factors. 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 two operating segments: Horizon Americas and Horizon Europe-Africa . 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. See below for further information regarding the types of products and services provided within each operating segment. Previously, the Company had three reportable segments. However, as a result of its sale in the third quarter of 2019, we have removed APAC as a separate operating segment and its results are presented as a discontinued operation in the accompanying condensed consolidated financial statements. Historical information has been retrospectively adjusted to reflect these changes. Please see Note 3, “ Discontinued Operations ,” for additional information. 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. The following table presents the Company’s operating segment activity: Three months ended Nine months ended 2019 2018 2019 2018 (dollars in thousands) Net Sales Horizon Americas $ 96,220 $ 115,510 $ 300,670 $ 319,820 Horizon Europe-Africa 81,630 78,520 247,500 256,430 Total $ 177,850 $ 194,030 $ 548,170 $ 576,250 Operating Profit (Loss) Horizon Americas $ (2,230 ) $ 7,270 $ 5,760 $ 4,730 Horizon Europe-Africa 1,730 (31,370 ) 120 (132,150 ) Corporate (12,260 ) (5,800 ) (29,360 ) (28,950 ) Total $ (12,760 ) $ (29,900 ) $ (23,480 ) $ (156,370 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At the end of each interim reporting period, the Company makes an estimate of the annual effective income tax rate. Tax items included in the annual effective income tax rate are pro-rated for the full year and tax items discrete to a specific quarter are included in the effective income tax rate for that quarter. Effective tax rates vary from period to period as separate calculations are performed for those countries where the Company's operations are profitable and whose results continue to be tax-effected and for those countries where full deferred tax valuation allowances exist and are maintained. In determining the estimated annual effective tax rate, the Company analyzes various factors, including but not limited to, forecasts of projected annual earnings, taxing jurisdictions in which the pretax income and/or pretax losses will be generated, available tax planning strategies and estimated domestic tax impacts attributable to the 2017 Tax Cuts and Jobs Act (the “Tax Act”). The effective income tax rate from continuing operations was 2.6% and 2.9% for the three and nine months ended September 30, 2019 , respectively. The difference between the effective tax rate and the U.S. statutory tax rate of 21% primarily relates to the valuation allowance recorded in the U.S. and several foreign jurisdictions, which results in no income tax benefit recognized for jurisdictional pretax losses. For the three and nine months ended September 30, 2018 , the effective income tax rates were 3.7% and 8.6% , respectively. As a result of the Company’s sale of APAC, the Company recorded $30.3 million tax expense, which is presented in income from discontinued operations, net of tax, in the accompanying condensed consolidated statements of operations for three and nine month ended September 30, 2019. During the third quarter of 2019, the Company recognized the benefit of a worthless stock deduction for one of its German subsidiaries. A tax benefit was recorded to fully offset the $30.3 million expense recognized on sale, which is presented in income from discontinued operations, net of tax, in the accompanying condensed consolidated statements of operations for three and nine month ended September 30, 2019. The Company believes that it is more likely than not that the Company will realize the income tax benefit of this worthless stock deduction in 2019, to the extent of tax expense associated with the Company’s sale of APAC. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. In completing this evaluation, the Company considers all available evidence in order to determine whether, based on the weight of the evidence, a valuation allowance is necessary. Full valuation allowances against deferred tax assets in the U.S. and applicable foreign countries will be maintained until sufficient positive evidence exists to reduce or eliminate them. The factors considered by management in its determination of the probability of the realization of the deferred tax assets include, but are not limited to, recent historical financial results, historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, tax planning strategies and projected future impacts attributable to the Tax Act. If, based upon the weight of available evidence, it is more likely than not the deferred tax assets will not be realized, a valuation allowance is recorded. As of September 30, 2019 , the Company believes that it is more likely than not that the recorded deferred tax assets will be realized. The Company has recently experienced pre-tax losses. If the Company continues to experience losses, management may determine a valuation allowance against certain of its deferred tax assets is necessary. |
Other Expenses, Net
Other Expenses, Net | 9 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Expenses, Net | Other Expense, Net Other expense, net consists of the following components: Three months ended Nine months ended 2019 2018 2019 2018 (dollars in thousands) Loss on sale of business $ — $ — $ (3,630 ) $ — Foreign currency gain / (loss) (1,180 ) (530 ) (1,800 ) (1,070 ) Customer pay discounts (300 ) (610 ) (1,220 ) (1,400 ) Accretion arising from lease recovery (30 ) (50 ) (100 ) (200 ) Brazil acquisition indemnification asset — (290 ) — (1,410 ) Brink acquisition ticking fee — — — (5,130 ) Other (130 ) 440 140 1,800 Total $ (1,640 ) $ (1,040 ) $ (6,610 ) $ (7,410 ) |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Accounting pronouncements recently adopted In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, “Compensation - Stock Compensation (Topic 718)” (“ASU 2018-07”). ASU 2018-07 expands the scope of Accounting Standard Codification (“ASC”) 718 to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees. ASU 2018-07 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. The Company adopted ASU 2018-07 on January 1, 2019, and there was no impact on the Company’s condensed consolidated financial statements. In August 2017, the FASB issued 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 adopted ASU 2017-12 on January 1, 2019, and there was no impact on the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which supersedes the lease requirements in “Leases (Topic 840).” The objective of this update is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. Under this guidance, lessees are required to recognize on the balance sheet a lease liability and a right-of-use (“ROU”) asset for all leases, with the exception of short-term leases with terms of twelve months or less. The lease liability represents the lessee’s obligation to make lease payments arising from a lease and will be measured as the present value of the lease payments. The ROU asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The Company has elected the package of practical expedients, excluding the lease term hindsight, as permitted by the transition guidance. The Company has made an accounting policy election to exempt leases with an initial term of twelve months or less from balance sheet recognition. Instead, short-term leases will be expensed over the lease term. The Company adopted the standard on January 1, 2019, by applying the modified retrospective method without restatement of comparative periods' financial information, as permitted by the transition guidance. The standard had a material impact on the Company’s condensed consolidated balance sheet, but did not have a material impact on its condensed consolidated statements of operations and cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. See Note 12 “ Leases, ” for the impact of the adoption which resulted in the recognition of ROU assets and corresponding lease liabilities. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following tables presents the Company’s assets and liabilities held for sale: December 31, 2018 (dollars in thousands) Assets Current assets: Receivables, net of allowance for doubtful accounts $ 13,170 Inventories 21,490 Prepaid expenses and other current assets 1,420 Total current assets 36,080 Non-current assets: Property and equipment, net 15,780 Goodwill 8,160 Other intangibles, net 8,650 Deferred income taxes 2,030 Other assets 170 Total non-current assets 34,790 Assets held-for-sale $ 70,870 Liabilities Current liabilities: Accounts payable $ 20,780 Accrued liabilities 7,300 Total current liabilities 28,080 Non-current liabilities: Deferred income taxes 1,530 Other long-term liabilities 210 Total non-current liabilities 1,740 Total liabilities held-for-sale $ 29,820 The following tables presents the Company’s results from discontinued operations: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (dollars in thousands) (dollars in thousands) Net sales $ 29,750 $ 33,810 $ 92,300 $ 101,760 Cost of sales (22,250 ) (24,720 ) (68,530 ) (76,250 ) Selling, general and administrative expenses (3,050 ) (3,130 ) (9,580 ) (10,510 ) Interest expense (80 ) (60 ) (310 ) (210 ) Other expense. net (210 ) (470 ) (400 ) (1,800 ) Income before income tax expense 4,160 5,430 13,480 12,990 Income tax expense (1,900 ) (1,320 ) (4,450 ) (3,320 ) Gain on sale of discontinued operations $ 180,490 $ — $ 180,490 $ — Income from discontinued operations, net of tax $ 182,750 $ 4,110 $ 189,520 $ 9,670 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales Disaggregated by Major Sales Channels | The following tables present the Company’s net sales by major sales channel: Three Months Ended September 30, 2019 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 21,050 $ 43,200 $ 64,250 Automotive OES 1,960 16,510 18,470 Aftermarket 26,920 19,840 46,760 Retail 26,600 — 26,600 Industrial 7,650 780 8,430 E-commerce 12,040 560 12,600 Other — 740 740 Total $ 96,220 $ 81,630 $ 177,850 Three Months Ended September 30, 2018 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 20,320 $ 40,650 $ 60,970 Automotive OES 1,700 12,600 14,300 Aftermarket 38,470 19,980 58,450 Retail 29,600 — 29,600 Industrial 11,160 — 11,160 E-commerce 13,750 1,290 15,040 Other 510 4,000 4,510 Total $ 115,510 $ 78,520 $ 194,030 Nine Months Ended September 30, 2019 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 64,970 $ 137,900 $ 202,870 Automotive OES 5,380 45,840 51,220 Aftermarket 79,910 56,200 136,110 Retail 88,230 — 88,230 Industrial 23,860 2,340 26,200 E-commerce 38,300 1,650 39,950 Other 20 3,570 3,590 Total $ 300,670 $ 247,500 $ 548,170 Nine Months Ended September 30, 2018 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 60,320 $ 134,930 $ 195,250 Automotive OES 4,230 39,980 44,210 Aftermarket 96,700 65,180 161,880 Retail 96,330 — 96,330 Industrial 31,680 — 31,680 E-commerce 29,340 3,880 33,220 Other 1,220 12,460 13,680 Total $ 319,820 $ 256,430 $ 576,250 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2019 are summarized as follows: (dollars in thousands) Horizon Americas Balance at December 31, 2018 $ 4,500 Foreign currency translation (300 ) Balance at September 30, 2019 $ 4,200 |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company’s other intangibles are summarized as follows. As of Intangible Category by Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships (2 – 20 years) $ 162,940 $ (129,020 ) $ 33,920 Technology and other (3 – 15 years) 20,590 (14,630 ) 5,960 Trademark/Trade names (1 – 8 years) 150 (150 ) — Total finite-lived intangible assets 183,680 (143,800 ) 39,880 Trademark/Trade names, indefinite-lived 20,470 — 20,470 Total other intangible assets $ 204,150 $ (143,800 ) $ 60,350 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of operations is summarized as follows: Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 (dollars in thousands) Technology and other, included in cost of sales $ 260 $ 430 $ 980 $ 990 Customer relationships and Trademark/Trade names, included in selling, general and administrative expenses 1,410 1,600 3,820 4,650 Total amortization expense $ 1,670 $ 2,030 $ 4,800 $ 5,640 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following components: September 30, December 31, (dollars in thousands) Finished goods $ 80,440 $ 89,000 Work in process 12,880 16,160 Raw materials 47,830 47,040 Total inventories $ 141,150 $ 152,200 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consists of the following components: September 30, December 31, (dollars in thousands) Land and land improvements $ 440 $ 460 Buildings 20,460 18,680 Machinery and equipment 120,840 121,230 141,740 140,370 Accumulated depreciation (63,070 ) (53,870 ) Property and equipment, net $ 78,670 $ 86,500 |
Depreciation Expense | Depreciation expense included in the accompanying condensed consolidated statements of operations is as follows: Three months ended Nine months ended (dollars in thousands) 2019 2018 2019 2018 (dollars in thousands) Depreciation expense, included in cost of sales $ 3,170 $ 2,960 $ 9,760 $ 8,630 Depreciation expense, included in selling, general and administrative expense 1,420 270 2,220 780 Total depreciation expense $ 4,590 $ 3,230 $ 11,980 $ 9,410 |
Accrued and Other Long-term L_2
Accrued and Other Long-term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following components: September 30, December 31, (dollars in thousands) Customer incentives $ 12,700 $ 9,990 Customer claims 10,370 14,130 Accrued compensation 8,890 5,680 Accrued professional services 3,940 4,380 Restructuring 2,450 7,530 Deferred purchase price 750 3,400 Short-term tax liabilities 750 1,130 Cross currency swap — 1,610 Other 13,170 10,670 Total accrued liabilities $ 53,020 $ 58,520 Other long-term liabilities consist of the following components: September 30, December 31, (dollars in thousands) Long-term tax liabilities $ 6,220 $ 6,270 Deferred purchase price 2,440 30 Restructuring 1,980 2,580 Other 10,130 10,870 Total other long-term liabilities $ 20,770 $ 19,750 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt consists of the following: September 30, December 31, (dollars in thousands) ABL Facility $ 19,660 $ 61,570 First Lien Term Loan 25,010 190,520 Second Lien Term Loan 55,060 — Convertible Notes 125,000 125,000 Bank facilities, capital leases and other long-term debt 14,470 18,990 Gross debt 239,200 396,080 Less: Current maturities, long-term debt 24,270 13,860 Gross long-term debt 214,930 382,220 Less: Unamortized debt issuance costs and original issuance discount on First Lien Term Loan 790 7,380 Unamortized debt issuance costs and discount on Second Lien Term Loan 13,800 — Unamortized debt issuance costs and discount on Convertible Notes 19,610 24,190 Unamortized debt issuance costs and discount 34,200 31,570 Long-term debt $ 180,730 $ 350,650 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value carrying amount of the Company’s derivative instruments were recorded as follows: Asset / (Liability) Derivatives Balance Sheet Caption September 30, December 31, (dollars in thousands) Derivatives designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets $ 220 $ 1,910 Cross currency swap Accrued liabilities — (2,480 ) Total derivatives designated as hedging instruments 220 (570 ) Derivatives not designated as hedging instruments Foreign currency forward contracts Prepaid expenses and other current assets 100 70 Total derivatives de-designated as hedging instruments 100 70 Total derivatives $ 320 $ (500 ) |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The following table summarizes the amount of gain recognized in AOCI on derivatives (net of tax): Amount of Gain Recognized in AOCI on Derivatives (net of tax) As of September 30, As of December 31, 2019 2018 (dollars in thousands) Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 220 $ 1,870 Cross currency swap $ — $ 90 The following tables summarize the amounts reclassified from AOCI into earnings: Three months ended September 30, 2019 2018 Cost of sales Interest expense Cost of sales Interest expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statement of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (149,560 ) $ (24,120 ) $ (159,500 ) $ (7,590 ) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 350 $ — $ 440 $ — Cross currency swap $ — $ — $ — $ 780 Nine months ended September 30, 2019 2018 Cost of sales Interest expense Cost of sales Interest expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statement of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (460,010 ) $ (50,270 ) $ (472,120 ) $ (19,580 ) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 1,550 $ — $ 590 $ — Cross currency swap $ — $ 900 $ — $ 4,000 |
Fair Value Measurements, Recurring and Nonrecurring | Fair value measurements and the fair value hierarchy level for the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018 are shown below: Frequency Asset / (Liability) Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (dollars in thousands) September 30, 2019 Foreign currency forward contracts Recurring $ 320 $ — $ 320 $ — December 31, 2018 Foreign currency forward contracts Recurring $ 1,980 $ — $ 1,980 $ — Cross currency swaps Recurring $ (2,480 ) $ — $ (2,480 ) $ — |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | The following table provides a summary of the Company’s consolidated restructuring liabilities and related activity for each type of exit cost as of and for the nine months ended September 30, 2019 : Employee Costs Facility Closure and Other Costs Total (dollars in thousands) Balance at January 1, 2019 $ 4,990 $ 5,120 $ 10,110 Payments and other (1) (3,810 ) $ (1,870 ) (5,680 ) Balance at September 30, 2019 $ 1,180 $ 3,250 $ 4,430 (1) Other consists primarily of changes in the liability balance due to foreign currency translation in addition to reversals of charges. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities After Adoption of 842 | Maturities of lease liabilities were as follows as of September 30, 2019 : Years ending December 31, Operating Leases (dollars in thousands) 2019 $ 4,990 2020 14,120 2021 13,180 2022 11,270 2023 9,000 2024 and thereafter 29,900 Total lease payments 82,460 Less imputed interest (21,720 ) Present value of lease liabilities $ 60,740 |
Schedule of Minimum Payments for Operating Leases Before Adoption of 842 | Minimum payments for operating leases having initial or remaining non-cancellable lease terms in excess of one year at December 31, 2018 , under ASC 840, are summarized below. This historical information has been retrospectively adjusted to reflect the removal of discontinued operations. Discontinued operations are further discussed in Note 3, “ Discontinued Operations ”. December 31, Minimum Payments (dollars in thousands) 2019 $ 12,380 2020 11,350 2021 10,120 2022 7,350 2023 4,350 Thereafter 12,480 Total $ 58,030 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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 income (loss) per share attributable to Horizon Global and diluted income (loss) per share attributable to Horizon Global: Three months ended Nine months ended 2019 2018 2019 2018 (dollars in thousands, except share and per share data) Numerator: Net loss from continuing operations $ (37,500 ) $ (37,110 ) $ (78,030 ) $ (167,590 ) Income from discontinued operations, net of tax $ 182,750 $ 4,110 $ 189,520 $ 9,670 Less: Net loss attributable to noncontrolling interest $ (260 ) $ (240 ) $ (840 ) $ (720 ) Net income (loss) attributable to Horizon Global $ 145,510 $ (32,760 ) $ 112,330 $ (157,200 ) Denominator: Weighted average shares outstanding, basic 25,329,492 25,101,847 25,267,310 25,028,072 Dilutive effect of stock-based awards — — — — Weighted average shares outstanding, diluted 25,329,492 25,101,847 25,267,310 25,028,072 Basic income (loss) per share attributable to Horizon Global Continuing Operations $ (1.47 ) $ (1.47 ) $ (3.05 ) $ (6.67 ) Discontinued Operations $ 7.21 $ 0.16 $ 7.50 $ 0.39 Total $ 5.74 $ (1.31 ) $ 4.45 $ (6.28 ) Diluted income (loss) per share attributable to Horizon Global Continuing Operations $ (1.47 ) $ (1.47 ) $ (3.05 ) $ (6.67 ) Discontinued Operations $ 7.21 $ 0.16 $ 7.50 $ 0.39 Total $ 5.74 $ (1.31 ) $ 4.45 $ (6.28 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | A summary of these anti-dilutive common stock equivalents is provided in the table below: Three months ended Nine months ended 2019 2018 2019 2018 Number of options 53,321 220,726 61,184 285,538 Exercise price of options $9.20 - $11.29 $9.20 - $11.29 $9.20 - $11.29 $9.20 - $11.29 Restricted stock units 1,524,778 629,507 1,101,855 685,286 Convertible Notes 5,005,000 5,005,000 5,005,000 5,005,000 Convertible Notes warrants 5,005,000 5,005,000 5,005,000 5,005,000 Second Lien Term Loan warrants 6,545,479 — 3,671,607 — |
Equity Awards (Tables)
Equity Awards (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes Horizon stock option activity from December 31, 2018 to September 30, 2019 : Number of Stock Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2018 92,967 $ 10.40 Granted — — Exercised — — Canceled, forfeited (39,646 ) 10.31 Expired — — Outstanding at September 30, 2019 53,321 $ 10.43 5.8 $ — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Changes in the number of restricted shares outstanding for the period ended September 30, 2019 were as follows: Number of Restricted Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 419,928 $ 9.75 Granted 1,527,322 3.46 Vested (145,981 ) 7.40 Canceled, forfeited (287,829 ) 4.02 Outstanding at September 30, 2019 1,513,440 $ 4.31 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Changes in AOCI by component, net of tax, for the nine months ended September 30, 2019 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at January 1, 2019 $ 1,960 $ 5,800 $ 7,760 Net unrealized gains arising during the period 730 (30 ) 700 Less: Net realized gains reclassified to net loss 2,450 — 2,450 Amounts reclassified from AOCI (20 ) (17,240 ) (17,260 ) Net current-period change (1,740 ) (17,270 ) (19,010 ) Balance at September 30, 2019 $ 220 $ (11,470 ) $ (11,250 ) Changes in AOCI by component, net of tax, for the nine months ended September 30, 2018 are summarized as follows: Derivative Instruments Foreign Currency Translation Total (dollars in thousands) Balance at January 1, 2018 $ (310 ) $ 10,880 $ 10,570 Net unrealized gains (losses) arising during the period (a) 6,850 (4,330 ) 2,520 Less: Net realized losses reclassified to net loss (b) 3,890 — 3,890 Net current-period change 2,960 (4,330 ) (1,370 ) Balance at September 30, 2018 $ 2,650 $ 6,550 $ 9,200 __________________________ (a) Derivative instruments, net of income tax expense of $(1.3) million . See Note 10 , “ Derivative Instruments ,” for further details. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents the Company’s operating segment activity: Three months ended Nine months ended 2019 2018 2019 2018 (dollars in thousands) Net Sales Horizon Americas $ 96,220 $ 115,510 $ 300,670 $ 319,820 Horizon Europe-Africa 81,630 78,520 247,500 256,430 Total $ 177,850 $ 194,030 $ 548,170 $ 576,250 Operating Profit (Loss) Horizon Americas $ (2,230 ) $ 7,270 $ 5,760 $ 4,730 Horizon Europe-Africa 1,730 (31,370 ) 120 (132,150 ) Corporate (12,260 ) (5,800 ) (29,360 ) (28,950 ) Total $ (12,760 ) $ (29,900 ) $ (23,480 ) $ (156,370 ) |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other expense, net consists of the following components: Three months ended Nine months ended 2019 2018 2019 2018 (dollars in thousands) Loss on sale of business $ — $ — $ (3,630 ) $ — Foreign currency gain / (loss) (1,180 ) (530 ) (1,800 ) (1,070 ) Customer pay discounts (300 ) (610 ) (1,220 ) (1,400 ) Accretion arising from lease recovery (30 ) (50 ) (100 ) (200 ) Brazil acquisition indemnification asset — (290 ) — (1,410 ) Brink acquisition ticking fee — — — (5,130 ) Other (130 ) 440 140 1,800 Total $ (1,640 ) $ (1,040 ) $ (6,610 ) $ (7,410 ) |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Sep. 19, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net proceeds from sale of subsidiaries | $ 214,570 | $ 0 | |||
Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of subsidiaries | $ 180,490 | $ 0 | $ 180,490 | $ 0 | |
Horizon Asia-Pacific | Discontinued Operations, Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net proceeds from sale of subsidiaries | $ 209,600 | ||||
Gain on sale of subsidiaries | 180,500 | ||||
Cumulative translation adjustment reclassified to retained earnings | $ 17,300 |
Revenues - Schedule of Net Sale
Revenues - Schedule of Net Sales Disaggregated by Major Sales Channels (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 177,850 | $ 194,030 | $ 548,170 | $ 576,250 |
Automotive OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 64,250 | 60,970 | 202,870 | 195,250 |
Automotive OES | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 18,470 | 14,300 | 51,220 | 44,210 |
Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 46,760 | 58,450 | 136,110 | 161,880 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 26,600 | 29,600 | 88,230 | 96,330 |
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 8,430 | 11,160 | 26,200 | 31,680 |
E-commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 12,600 | 15,040 | 39,950 | 33,220 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 740 | 4,510 | 3,590 | 13,680 |
Horizon Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 96,220 | 115,510 | 300,670 | 319,820 |
Horizon Americas | Automotive OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 21,050 | 20,320 | 64,970 | 60,320 |
Horizon Americas | Automotive OES | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,960 | 1,700 | 5,380 | 4,230 |
Horizon Americas | Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 26,920 | 38,470 | 79,910 | 96,700 |
Horizon Americas | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 26,600 | 29,600 | 88,230 | 96,330 |
Horizon Americas | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 7,650 | 11,160 | 23,860 | 31,680 |
Horizon Americas | E-commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 12,040 | 13,750 | 38,300 | 29,340 |
Horizon Americas | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 510 | 20 | 1,220 |
Horizon Europe-Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 81,630 | 78,520 | 247,500 | 256,430 |
Horizon Europe-Africa | Automotive OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 43,200 | 40,650 | 137,900 | 134,930 |
Horizon Europe-Africa | Automotive OES | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 16,510 | 12,600 | 45,840 | 39,980 |
Horizon Europe-Africa | Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 19,840 | 19,980 | 56,200 | 65,180 |
Horizon Europe-Africa | Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Horizon Europe-Africa | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 780 | 0 | 2,340 | 0 |
Horizon Europe-Africa | E-commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 560 | 1,290 | 1,650 | 3,880 |
Horizon Europe-Africa | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 740 | $ 4,000 | $ 3,570 | $ 12,460 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Results From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations, net of tax | $ 182,750 | $ 4,110 | $ 189,520 | $ 9,670 |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 29,750 | 33,810 | 92,300 | 101,760 |
Cost of sales | (22,250) | (24,720) | (68,530) | (76,250) |
Selling, general and administrative expenses | (3,050) | (3,130) | (9,580) | (10,510) |
Interest expense | (80) | (60) | (310) | (210) |
Other expense. net | (210) | (470) | (400) | (1,800) |
Income before income tax expense | 4,160 | 5,430 | 13,480 | 12,990 |
Income tax expense | (1,900) | (1,320) | (4,450) | (3,320) |
Gain on sale of discontinued operations | 180,490 | 0 | 180,490 | 0 |
Income from discontinued operations, net of tax | $ 182,750 | $ 4,110 | $ 189,520 | $ 9,670 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Assets and Liabilities Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Total current assets | $ 0 | $ 36,080 |
Non-current assets: | ||
Total non-current assets | 0 | 34,790 |
Current liabilities: | ||
Total current liabilities | 0 | 28,080 |
Non-current liabilities: | ||
Total non-current liabilities | $ 0 | 1,740 |
Discontinued Operations, Held-for-sale [Member] | ||
Current assets: | ||
Receivables, net of allowance for doubtful accounts | 13,170 | |
Inventories | 21,490 | |
Prepaid expenses and other current assets | 1,420 | |
Total current assets | 36,080 | |
Non-current assets: | ||
Property and equipment, net | 15,780 | |
Goodwill | 8,160 | |
Other intangibles, net | 8,650 | |
Deferred income taxes | 2,030 | |
Other assets | 170 | |
Total non-current assets | 34,790 | |
Assets held-for-sale | 70,870 | |
Current liabilities: | ||
Accounts payable | 20,780 | |
Accrued liabilities | 7,300 | |
Total current liabilities | 28,080 | |
Non-current liabilities: | ||
Deferred income taxes | 1,530 | |
Other long-term liabilities | 210 | |
Total non-current liabilities | 1,740 | |
Total liabilities held-for-sale | $ 29,820 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Balance at September 30, 2019 | $ 4,200 | |
Horizon Americas | ||
Goodwill [Roll Forward] | ||
Balance at December 31, 2018 | $ 4,500 | |
Foreign currency translation | (300) | |
Balance at September 30, 2019 | $ 4,200 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (excluding Goodwill) by Major Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 183,680 | $ 188,870 |
Finite-lived intangible assets, accumulated amortization | (143,800) | (140,060) |
Finite-lived intangible assets, net | 39,880 | 48,810 |
Total other intangible assets, gross | 204,150 | 209,460 |
Total other intangible assets, net | 60,350 | 69,400 |
Trademarks and Trade Names | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 20,470 | 20,590 |
Useful Life Two To Twenty Years | Customer Relationships | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 162,940 | 168,230 |
Finite-lived intangible assets, accumulated amortization | (129,020) | (124,510) |
Finite-lived intangible assets, net | 33,920 | 43,720 |
Useful Life Three to Fifteen Years | Technology and Other | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 20,590 | 20,490 |
Finite-lived intangible assets, accumulated amortization | (14,630) | (15,400) |
Finite-lived intangible assets, net | 5,960 | 5,090 |
Useful Life One To Eight Years | Trademarks and Trade Names | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 150 | 150 |
Finite-lived intangible assets, accumulated amortization | (150) | (150) |
Finite-lived intangible assets, net | $ 0 | $ 0 |
Minimum | Useful Life Two To Twenty Years | Customer Relationships | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Useful life of intangible assets | 2 years | |
Minimum | Useful Life Three to Fifteen Years | Technology and Other | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Useful life of intangible assets | 3 years | |
Minimum | Useful Life One To Eight Years | Trademarks and Trade Names | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Useful life of intangible assets | 1 year | |
Maximum | Useful Life Two To Twenty Years | Customer Relationships | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Useful life of intangible assets | 20 years | |
Maximum | Useful Life Three to Fifteen Years | Technology and Other | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Useful life of intangible assets | 15 years | |
Maximum | Useful Life One To Eight Years | Trademarks and Trade Names | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Useful life of intangible assets | 8 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | Mar. 01, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Non-automotive business assets sold | $ 5,500 | ||||
Note receivable included in sale of assets | 500 | ||||
Loss from sale of non-automotive business assets | $ (180,490) | $ 0 | $ (180,490) | $ 0 | |
Other Expense | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from sale of non-automotive business assets | 3,600 | ||||
Customer Relationships | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Reduction of net intangible assets from sale | $ 3,000 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,670 | $ 2,030 | $ 4,800 | $ 5,640 |
Cost of sales | Technology and Other | ||||
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | 260 | 430 | 980 | 990 |
Selling, General and Administrative Expenses | Customer Relationships | ||||
Amortization of Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 1,410 | $ 1,600 | $ 3,820 | $ 4,650 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 80,440 | $ 89,000 |
Work in process | 12,880 | 16,160 |
Raw materials | 47,830 | 47,040 |
Total inventories | $ 141,150 | $ 152,200 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 141,740 | $ 140,370 |
Less: Accumulated depreciation | (63,070) | (53,870) |
Property and equipment, net | 78,670 | 86,500 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 440 | 460 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,460 | 18,680 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 120,840 | $ 121,230 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Depreciation Expense [Line Items] | ||||
Depreciation expense | $ 4,590 | $ 3,230 | $ 11,980 | $ 9,410 |
Cost of sales | ||||
Depreciation Expense [Line Items] | ||||
Depreciation expense | 3,170 | 2,960 | 9,760 | 8,630 |
Selling, General and Administrative Expenses | ||||
Depreciation Expense [Line Items] | ||||
Depreciation expense | $ 1,420 | $ 270 | $ 2,220 | $ 780 |
Accrued and Other Long-term L_3
Accrued and Other Long-term Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Liabilities [Abstract] | ||
Customer incentives | $ 12,700 | $ 9,990 |
Customer claims | 10,370 | 14,130 |
Accrued compensation | 8,890 | 5,680 |
Accrued professional services | 3,940 | 4,380 |
Restructuring | 2,450 | 7,530 |
Deferred purchase price | 750 | 3,400 |
Short-term tax liabilities | 750 | 1,130 |
Cross currency swap | 0 | 1,610 |
Other | 13,170 | 10,670 |
Total accrued liabilities | $ 53,020 | $ 58,520 |
Accrued and Other Long-term L_4
Accrued and Other Long-term Liabilities - Long-term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Liabilities [Abstract] | ||
Long-term tax liabilities | $ 6,220 | $ 6,270 |
Deferred purchase price | 2,440 | 30 |
Restructuring | 1,980 | 2,580 |
Other | 10,130 | 10,870 |
Total other long-term liabilities | $ 20,770 | $ 19,750 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 239,200 | $ 396,080 |
Current maturities, long-term debt | (24,270) | (13,860) |
Gross long-term debt | 214,930 | 382,220 |
Less: Unamortized debt issuance costs and discount | 34,200 | 31,570 |
Long-term debt | 180,730 | 350,650 |
ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 19,660 | 61,570 |
First Lien Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 25,010 | 190,520 |
Less: Unamortized debt issuance costs and discount | 790 | 7,380 |
Second Lien Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 55,060 | 0 |
Less: Unamortized debt issuance costs and discount | 13,800 | 0 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | 125,000 | 125,000 |
Less: Unamortized debt issuance costs and discount | 19,610 | 24,190 |
Bank facilities, capital leases and other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Gross long-term debt | $ 14,470 | $ 18,990 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 22, 2015 | |
Debt Instrument [Line Items] | |||||||
Gross long-term debt | $ 239,200,000 | $ 239,200,000 | $ 396,080,000 | ||||
ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, increase (decrease) in interest rate | 1.00% | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 90,000,000 | 80,000,000 | 80,000,000 | ||||
Increase in existing block borrowing capacity | 5,000,000 | 5,000,000 | |||||
Total borrowing capacity | 10,000,000 | 10,000,000 | |||||
Debt Issuance Costs, Net | 500,000 | 500,000 | |||||
Amortization of debt issuance costs | 300,000 | $ 100,000 | 800,000 | $ 400,000 | |||
Unamortized Debt Issuance Costs | 2,000,000 | 2,000,000 | 800,000 | ||||
Gross long-term debt | $ 19,660,000 | $ 19,660,000 | $ 61,570,000 | ||||
Revolving Credit Facility, Weighted Average Interest Rate (as a percent) | 7.00% | 7.00% | 4.40% | ||||
Total letters of credit outstanding | $ 7,800,000 | $ 7,800,000 | $ 3,400,000 | ||||
Revolving Credit Facility, Remaining Borrowing Capacity | 44,500,000 | 44,500,000 | $ 10,300,000 | ||||
U.S. Sub-facility [Member] | ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 85,000,000 | ||||||
Canadian Sub-facility [Member] | ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,000,000 | 2,000,000 | |||||
UK Sub-facility [Member] | ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | $ 3,000,000 |
Long-term Debt - First Lien Ter
Long-term Debt - First Lien Term Loans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | May 07, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||||
Repayments of Long-term Debt | $ 173,430,000 | $ 6,490,000 | |||||
Paid-in-kind interest | 7,620,000 | 0 | |||||
First Lien Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Covenant, Minimum Liquidity | $ 100,000,000 | ||||||
Repayments of Long-term Debt | $ 172,900,000 | ||||||
Amortization of debt issuance costs | $ 1,700,000 | $ 600,000 | 4,400,000 | $ 1,400,000 | |||
Paid-in-kind interest | 3,000,000 | ||||||
Term Loan, Aggregate Amount Outstanding | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 190,500,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 8.09963% | 8.09963% | 8.09963% | 8.80% | |||
Unamortized Debt Issuance Costs and Discount | $ 5,200,000 | $ 5,200,000 | $ 5,200,000 | ||||
First Lien Term Loan [Member] | Debt Instrument, Covenant One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Covenant, Minimum Liquidity | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||||
Secured Net Leverage Ratio | 6 | 6 | 6 | ||||
Debt Covenant, Maximum Capital Expenditures | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||||
Debt Instrument, Paid In-Kind Interest Rate, Stated Percentage | 3.00% | 3.00% | 3.00% | ||||
First Lien Term Loan [Member] | Debt Instrument, Covenant Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured Net Leverage Ratio | 6 | 6 | 6 | ||||
Debt Covenant, Maximum Capital Expenditures | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||
First Lien Term Loan [Member] | Debt Instrument, Covenant Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured Net Leverage Ratio | 5 | 5 | 5 | ||||
Selling, General and Administrative Expenses | First Lien Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments of Debt Issuance Costs | $ 700,000 | ||||||
Interest expense | First Lien Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt issuance costs | $ 5,200,000 | $ 8,700,000 |
Long-term Debt - Senior Term Lo
Long-term Debt - Senior Term Loan Agreement (Details) - Senior Term Loan [Member] $ in Millions | 1 Months Ended |
Feb. 28, 2019USD ($) | |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | $ 10 |
Payments of Debt Issuance Costs | $ 0.5 |
Long-term Debt - Second Lien Te
Long-term Debt - Second Lien Term Loan (Details) - USD ($) $ in Thousands | Jun. 25, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Short-term Debt [Line Items] | ||||||
Debt Instrument, Fair Value Disclosure | $ 40,300 | |||||
Series A Preferred Stock, Fair Value Disclosure | 5,300 | |||||
Class Of Warrant Or Right, Fair Value Disclosure | $ 5,400 | |||||
Number of warrants authorized to be issued (in shares) | 6,250,000 | |||||
Warrant term | 5 years | |||||
Issued warrants (in shares) | 3,601,902 | 3,601,902 | ||||
Issuance of Warrants | $ 5,340 | $ 5,380 | ||||
Debt Discount, Related To Equity Portion | $ 10,700 | |||||
Paid-in-kind interest | 7,620 | $ 0 | ||||
Second Lien Term Loan [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 51,000 | |||||
Debt Instrument, Paid In-Kind Interest Rate, Stated Percentage | 11.50% | |||||
Debt Instrument, Basis Spread on Variable Rate | 10.50% | |||||
Debt Issuance Costs, Net | $ 1,000 | $ 1,000 | $ 3,800 | |||
Unamortized Debt Issuance Costs and Discount | 13,800 | |||||
Paid-in-kind interest | $ 4,600 | |||||
Preferred Stock | Series A [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Issued warrants (in shares) | 90,667 | 90,667 | 90,667 | |||
Common Stock Warrants | ||||||
Short-term Debt [Line Items] | ||||||
Conversion of Stock, Shares Converted | 2,952,248 | |||||
Issuance of Warrants | $ 5,300 | $ 5,340 | $ 5,380 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes (Details) - USD ($) | Feb. 01, 2017 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Gross long-term debt | $ 239,200,000 | $ 396,080,000 | |
ABL Facility [Member] | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | 19,660,000 | 61,570,000 | |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Gross long-term debt | $ 125,000,000 | $ 125,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||
Debt Instrument, Face Amount | $ 125,000,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 5,005,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 24.98 | ||
Convertible Note Hedge [Member] | |||
Debt Instrument [Line Items] | |||
Derivative, Cost of Hedge | $ 29,000,000 | ||
Derivative, Cost of Hedge Net of Cash Received | 7,500,000 | ||
Equity Issuance Cost | 700,000 | ||
Common Stock Warrants | |||
Debt Instrument [Line Items] | |||
Equity Issuance Cost | $ 600,000 | ||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 5,005,000 | ||
Debt Instrument, Convertible, Stock Price Trigger | $ 29.60 | ||
Proceeds from Issuance of Warrants | $ 21,500,000 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Foreign Exchange Contract | Cash Flow Hedging [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 3.9 |
Designated as Hedging Instrument [Member] | |
Derivative [Line Items] | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer | 12 months |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract | |
Derivative [Line Items] | |
Amount of gain (loss) expected to be reclassified from AOCI into Earnings | $ 0.2 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Position (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Derivatives, Fair Value [Line Items] | ||
Total derivatives | $ 320 | $ (500) |
Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives | 220 | (570) |
Not Designated as Hedging Instrument [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivatives | 100 | 70 |
Foreign Exchange Contract | Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 220 | 1,910 |
Foreign Exchange Contract | Not Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 100 | 70 |
Currency Swap | Designated as Hedging Instrument [Member] | Accrued Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 0 | $ (2,480) |
Derivative Instruments - Gain (
Derivative Instruments - Gain (Loss) Reclassified from AOCI into Earnings (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Cost of sales | $ (149,560,000) | $ (159,500,000) | $ (460,010,000) | $ (472,120,000) |
Interest expense | (24,120,000) | (7,590,000) | (50,270,000) | (19,580,000) |
Foreign currency forward contracts | Cost of sales | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain Reclassified from AOCI into Earnings | 350 | 440 | 1,550 | 590 |
Foreign currency forward contracts | Interest expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain Reclassified from AOCI into Earnings | 0 | 0 | 0 | 0 |
Currency Swap | Cost of sales | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain Reclassified from AOCI into Earnings | 0 | 0 | 0 | 0 |
Currency Swap | Interest expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain Reclassified from AOCI into Earnings | $ 0 | $ 780 | $ 900 | $ 4,000 |
Derivative Instruments - Desi_2
Derivative Instruments - Designated as hedging, Financial Performance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Cost of sales | $ 149,560 | $ 159,500 | $ 460,010 | $ 472,120 | |
Interest expense | 24,120 | 7,590 | 50,270 | 19,580 | |
Other expense, net | (1,640) | $ (1,040) | (6,610) | $ (7,410) | |
Designated as Hedging Instrument [Member] | Foreign currency forward contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain Recognized in AOCI on Derivatives (net of tax) | 220 | 220 | $ 1,870 | ||
Designated as Hedging Instrument [Member] | Currency Swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain Recognized in AOCI on Derivatives (net of tax) | $ 0 | $ 0 | $ 90 |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value Measurements (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Foreign Exchange Contract | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 0 | $ 0 |
Foreign Exchange Contract | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 320 | 1,980 |
Foreign Exchange Contract | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 0 | 0 |
Currency Swap | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Currency Swap | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 2,480 | |
Currency Swap | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 |
Restructuring - Restructuring R
Restructuring - Restructuring Reserve Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2019 | $ 10,110 |
Payments and other(1) | (5,680) |
Balance at September 30, 2019 | 4,430 |
Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2019 | 4,990 |
Payments and other(1) | (3,810) |
Balance at September 30, 2019 | 1,180 |
Facility Closure and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2019 | 5,120 |
Payments and other(1) | (1,870) |
Balance at September 30, 2019 | 3,250 |
Accrued Liabilities | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2019 | 2,400 |
Other Noncurrent Liabilities | |
Restructuring Reserve [Roll Forward] | |
Balance at September 30, 2019 | $ 2,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 4,430 | $ 10,110 |
Accrued Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | 2,400 | |
Other Noncurrent Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 2,000 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Renewal term for operating leases | 5 years | 5 years | 5 years |
Termination term | 1 year | ||
Operating lease cost | $ 4.3 | $ 13.3 | |
Operating cash flows from operating leases | 4.6 | 14.3 | |
Right-of-use assets obtained in exchange for operating lease obligations | $ 0.2 | $ 15 | |
Weighted average remaining lease term | 6 years 8 months 12 days | 6 years 8 months 12 days | 6 years 8 months 12 days |
Weighted average discount rate | 8.70% | 8.70% | 8.70% |
Selling, general and administrative expense from write off of right-of-use asset | $ 4.3 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 12 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities After Adoption of 842 (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2019 | $ 4,990 |
2020 | 14,120 |
2021 | 13,180 |
2022 | 11,270 |
2023 | 9,000 |
2024 and thereafter | 29,900 |
Total lease payments | 82,460 |
Less imputed interest | (21,720) |
Present value of lease liabilities | $ 60,740 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments for Operating Leases Before Adoption of 842 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 12,380 |
2020 | 11,350 |
2021 | 10,120 |
2022 | 7,350 |
2023 | 4,350 |
Thereafter | 12,480 |
Total | $ 58,030 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Nov. 06, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | |||
Loss contingency liability | $ 8.6 | $ 16.8 | |
Asset recorded associated with loss contingency accrual | 5 | 11.1 | |
Loss contingency charges | 4.3 | ||
Reduction in loss contingency accrual | $ 6.3 | ||
Minimum | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | 16.8 | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | $ 20 | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Loss contingency charges | $ 5.5 | ||
Reduction in loss contingency accrual | $ 4.3 |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Numerator and Denominator of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |||||
Net loss from continuing operations | $ (37,500) | $ (37,110) | $ (78,030) | $ (167,590) | |
Income from discontinued operations, net of tax | 182,750 | 4,110 | 189,520 | 9,670 | |
Less: Net loss attributable to noncontrolling interest | (260) | (240) | $ (840) | (840) | (720) |
Net income (loss) attributable to Horizon Global | $ 145,510 | $ (32,760) | $ 112,330 | $ (157,200) | |
Weighted average shares outstanding, basic (in shares) | 25,329,492 | 25,101,847 | 25,267,310 | 25,028,072 | |
Dilutive effect of stock-based awards (in shares) | 0 | 0 | 0 | 0 | |
Weighted average shares outstanding, diluted (in shares) | 25,329,492 | 25,101,847 | 25,267,310 | 25,028,072 | |
Basic income (loss) per share attributable to Horizon Global | |||||
Continuing operations (in dollars per share) | $ (1.47) | $ (1.47) | $ (3.05) | $ (6.67) | |
Discontinued operations (in dollars per share) | 7.21 | 0.16 | 7.50 | 0.39 | |
Total | 5.74 | (1.31) | 4.45 | (6.28) | |
Diluted income (loss) per share attributable to Horizon Global | |||||
Continuing operations (in dollars per share) | (1.47) | (1.47) | (3.05) | (6.67) | |
Discontinued operations (in dollars per share) | 7.21 | 0.16 | 7.50 | 0.39 | |
Total | $ 5.74 | $ (1.31) | $ 4.45 | $ (6.28) |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Antidilutive Securities (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 53,321 | 220,726 | 61,184 | 285,538 |
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 | 1,524,778 | 629,507 | 1,101,855 | 685,286 |
Convertible Notes Payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,005,000 | 5,005,000 | 5,005,000 | 5,005,000 |
Convertible Notes Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 5,005,000 | 5,005,000 | 5,005,000 | 5,005,000 |
Common Stock Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 6,545,479 | 0 | 3,671,607 | 0 |
Minimum | Share-based Payment Arrangement, Option [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 | $ 9.20 |
Maximum | Share-based Payment Arrangement, Option [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 | $ 11.29 |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) | Sep. 30, 2019shares |
Horizon 2015 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares Authorized | 4,350,000 |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 92,967 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Canceled, forfeited (in shares) | shares | (39,646) |
Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 53,321 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance (in usd per share) | $ / shares | $ 10.40 |
Granted (in usd per share) | $ / shares | 0 |
Exercised (in usd per share) | $ / shares | 0 |
Canceled, forfeited (in usd per share) | $ / shares | 10.31 |
Expired (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | $ 10.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |
Average Remaining Contractual Life (Years) | 5 years 10 months |
Aggregate Intrinsic Value | $ | $ 0 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / sharesRateshares | Sep. 30, 2018USD ($)$ / sharesRate | Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ | $ 4.1 | $ 4.1 | |||
Restricted Stock And Performance Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,527,322 | 477,963 | |||
Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 1,527,322 | ||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 | ||||
Grant date fair value (in usd per share) | $ / shares | $ 3.46 | ||||
Weighted-average period for recognition of the unrecognized unvested restricted shares-based compensation expense | 2 years | ||||
Restricted shares-based compensation expense | $ | $ 0.9 | $ 0.1 | $ 1.8 | $ 1.5 | |
Market-based restricted shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate (as a percent) | Rate | 2.43% | 2.34% | |||
Expected stock volatility (as a percent) | Rate | 84.10% | 37.40% | |||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value (in usd per share) | $ / shares | $ 3.69 | $ 7.08 | |||
Tranche One | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 353,592 | 5,680 | |||
Tranche Two | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 5,000 | 43,799 | |||
Tranche Three | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 411,373 | 101,204 | |||
Tranche Four | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 757,357 | 145,003 | |||
Tranche Five | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 43,416 | ||||
Tranche Six | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 17,575 | ||||
Tranche Seven | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 84,210 | ||||
Tranche Eight | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 11,404 | ||||
Tranche Nine | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 14,472 | ||||
Tranche Ten | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 8,400 | ||||
Tranche Eleven | Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 2,800 | ||||
Minimum | |||||
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 | |||||
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% |
Equity Awards - Restricted Sh_2
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | shares | 419,928 |
Granted (in shares) | shares | 1,527,322 |
Vested (in shares) | shares | (145,981) |
Canceled, forfeited (in shares) | shares | (287,829) |
Ending balance (in shares) | shares | 1,513,440 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginning balance (in usd per share) | $ / shares | $ 9.75 |
Granted (in usd per share) | $ / shares | 3.46 |
Vested (in usd per share) | $ / shares | 7.40 |
Canceled, forfeited (in usd per share) | $ / shares | 4.02 |
Ending balance (in usd per share) | $ / shares | $ 4.31 |
Shareholders' Equity - (Details
Shareholders' Equity - (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, authorized shares (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, outstanding shares (in shares) | 0 | 0 | 0 | |||||||
Common Stock, authorized shares (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common Stock, issued shares (in shares) | 26,073,894 | 26,073,894 | 25,866,747 | |||||||
Common Stock, outstanding shares (in shares) | 25,387,388 | 25,387,388 | 25,180,241 | |||||||
Number of warrants authorized to be issued (in shares) | 6,250,000 | 6,250,000 | ||||||||
Exercise price of warrants (in usd per share) | $ 1.50 | $ 1.50 | ||||||||
Issued warrants (in shares) | 3,601,902 | |||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||
Beginning balance | $ (88,320) | $ (85,980) | $ (66,220) | $ 15,080 | $ 87,850 | $ 140,400 | $ (66,220) | $ 140,400 | ||
Total other comprehensive loss, net of tax | (1,760) | (130) | 140 | (40) | (6,090) | 4,690 | (1,750) | (1,440) | ||
Ending balance | 38,750 | (88,320) | (85,980) | (17,830) | 15,080 | 87,850 | 38,750 | (17,830) | ||
Other Comprehensive Income (Loss), Tax [Abstract] | ||||||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | (1,300) | |||||||||
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax | 900 | |||||||||
Derivative Instruments | ||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||
Beginning balance | 1,960 | (310) | 1,960 | (310) | ||||||
Net unrealized gains (losses) arising during the period | 730 | 6,850 | ||||||||
Less: Net realized gains (losses) reclassified to net loss | 2,450 | 3,890 | ||||||||
Amounts reclassified from AOCI | (20) | |||||||||
Total other comprehensive loss, net of tax | (1,740) | 2,960 | ||||||||
Ending balance | 220 | 2,650 | 220 | 2,650 | ||||||
Foreign Currency Translation | ||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||
Beginning balance | 5,800 | 10,880 | 5,800 | 10,880 | ||||||
Net unrealized gains (losses) arising during the period | (30) | (4,330) | ||||||||
Less: Net realized gains (losses) reclassified to net loss | 0 | 0 | ||||||||
Amounts reclassified from AOCI | (17,240) | |||||||||
Total other comprehensive loss, net of tax | (17,270) | (4,330) | ||||||||
Ending balance | (11,470) | 6,550 | (11,470) | 6,550 | ||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||
Beginning balance | 7,770 | 7,900 | 7,760 | 9,240 | 15,250 | 10,570 | 7,760 | 10,570 | ||
Net unrealized gains (losses) arising during the period | 700 | 2,520 | ||||||||
Less: Net realized gains (losses) reclassified to net loss | 2,450 | 3,890 | ||||||||
Amounts reclassified from AOCI | (17,260) | |||||||||
Total other comprehensive loss, net of tax | (1,760) | (130) | 140 | (40) | (6,010) | 4,680 | (19,010) | (1,370) | ||
Ending balance | $ (11,250) | 7,770 | 7,900 | 9,200 | 9,240 | 15,250 | $ (11,250) | 9,200 | ||
Common Stock Warrants | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common Stock, issued shares (in shares) | 6,487,674 | 6,487,674 | 0 | |||||||
Common Stock, outstanding shares (in shares) | 6,487,674 | 6,487,674 | 0 | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||
Beginning balance | $ 10,720 | 5,380 | 0 | 0 | 0 | 0 | $ 0 | 0 | ||
Ending balance | $ 10,720 | $ 10,720 | $ 5,380 | $ 0 | $ 0 | $ 0 | $ 10,720 | $ 0 | ||
Other Comprehensive Income (Loss), Tax [Abstract] | ||||||||||
Conversion of Stock, Shares Converted | 2,952,248 | |||||||||
Class of Warrant or Right, Outstanding | 6,487,674 | 6,487,674 | ||||||||
Series A [Member] | Preferred Stock | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Issued warrants (in shares) | 90,667 | 90,667 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | |
Segment Reporting [Abstract] | ||||
Number of Reportable Segments | segment | 2 | |||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 177,850 | $ 194,030 | $ 548,170 | $ 576,250 |
Operating Profit (Loss) | (12,760) | (29,900) | (23,480) | (156,370) |
Horizon Americas | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 96,220 | 115,510 | 300,670 | 319,820 |
Horizon Europe-Africa | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 81,630 | 78,520 | 247,500 | 256,430 |
Operating Segments [Member] | Horizon Americas | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 96,220 | 115,510 | 300,670 | 319,820 |
Operating Profit (Loss) | (2,230) | 7,270 | 5,760 | 4,730 |
Operating Segments [Member] | Horizon Europe-Africa | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 81,630 | 78,520 | 247,500 | 256,430 |
Operating Profit (Loss) | 1,730 | (31,370) | 120 | (132,150) |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Profit (Loss) | $ (12,260) | $ (5,800) | $ (29,360) | $ (28,950) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate (as a percent) | 2.60% | 3.70% | 2.90% | 8.60% |
Tax benefit recorded to fully offset tax expense recognized on sale | $ 30.3 | $ 30.3 |
Other Expenses, Net (Details)
Other Expenses, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Other Income and Expenses [Abstract] | ||||
Loss on sale of business | $ 0 | $ 0 | $ (3,630) | $ 0 |
Foreign currency gain / (loss) | (1,180) | (530) | (1,800) | (1,070) |
Customer pay discounts | (300) | (610) | (1,220) | (1,400) |
Accretion arising from lease recovery | (30) | (50) | (100) | (200) |
Brazil acquisition indemnification asset | 0 | (290) | 0 | (1,410) |
Brink acquisition ticking fee | 0 | 0 | 0 | (5,130) |
Other | (130) | 440 | 140 | 1,800 |
Total | $ (1,640) | $ (1,040) | $ (6,610) | $ (7,410) |