Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following: March 31, December 31, (dollars in thousands) Revolving Credit Facility $ 56,990 $ — ABL Facility — 20,020 First Lien Term Loan 25,330 25,210 Second Lien Term Loan 57,400 56,960 Convertible Notes 125,000 125,000 Bank facilities, capital leases and other long-term debt 13,380 13,670 Gross debt 278,100 240,860 Less: Current maturities, long-term debt 61,220 4,310 Gross long-term debt 216,880 236,550 Less: Unamortized debt issuance costs and original issuance discount on First Lien Term Loan 590 700 Unamortized debt issuance costs and discount on Second Lien Term Loan 11,490 12,730 Unamortized debt issuance costs and discount on Convertible Notes 16,420 18,070 Unamortized debt issuance costs and discount 28,500 31,500 Long-term debt $ 188,380 $ 205,050 ABL Facility On December 22, 2015, the Company entered into an Amended and Restated Loan Agreement among the Company, Horizon Global Americas Inc. (“HGA”), Cequent UK Limited, Cequent Towing Products of Canada Ltd., certain other subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as agent for the lenders (the “ABL Loan Agreement”), under which the lenders party thereto agreed to provide the Company and certain of its subsidiaries with a committed asset-based revolving credit facility (the “ABL Facility”) providing for revolving loans up to an aggregate principal amount of $99.0 million . The ABL Facility consisted of (i) a US sub-facility, in an aggregate principal amount of up to $85.0 million (subject to availability under a US-specific borrowing base), (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), and (iii) a UK sub-facility in an aggregate principal amount of up to $3.0 million (subject to availability under a UK-specific borrowing base). In March 2020, the Company paid in full all outstanding debt incurred under the ABL Facility, which the Company accounted for as a debt extinguishment in accordance with guidance in Accounting Standards Codification (“ASC”) 405-20, “Extinguishment of Liabilities”. As a result of the debt extinguishment, the Company recorded $0.8 million of unamortized debt issuance costs in interest expense included in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2020 in accordance with ASC 470-50, “Modifications and Extinguishments” (“ASC 470-50”). In addition, the Company recorded $0.6 million of additional costs in selling, general and administrative expenses included in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2020 . The Company recognized $0.4 million and $0.1 million of amortization of debt issuance costs during the three months ended March 31, 2020 , and March 31, 2019 , respectively, which are included in the accompanying condensed consolidated statements of operations. Total letters of credit issued under the ABL Facility were $7.7 million at March 31, 2020 and December 31, 2019 . The letters of credit were collateralized with a line block on the ABL Facility. As described below, as the ABL facility was extinguished, the agreement governing the ABL Facility required cash collateral to be held until expiration of outstanding letters of credit arrangement. The cash collateral requirement is 105% of the outstanding letters of credit, for a total amount of $8.1 million , which was deposited in March 2020. The cash collateral will be released either because of expiration or early termination and re-issuance of the letters of credit. The Company presented the cash collateral in restricted cash in the accompanying March 31, 2020 condensed consolidated balance sheet. Revolving Credit Facility In March 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC (“Encina”), as agent for the lenders party thereto. The Loan Agreement provides for an asset-based revolving credit facility (the “Revolving Credit Facility”) in the maximum aggregate principal amount of $75.0 million subject to customary borrowing base limitations contained therein, and may be increased at the Company’s request in increments of $5.0 million , up to a maximum of five times over the life of the Revolving Credit Facility, for a total increase of up to $25.0 million . The interest on the loans under the Loan Agreement will be payable in cash at the interest rate of LIBOR plus 4.00% per annum, subject to a 1.00% LIBOR floor, provided that if for any reason the loans are converted to base rate loans, interest will be paid in cash at the customary base rate plus a margin of 3.00% per annum. All interest, fees, and other monetary obligations due may, in Encina’s discretion but upon prior notice to the Company, be charged to the loan account and thereafter be deemed to be part of the Revolving Credit Facility subject to the same interest rate. There are no amortization payments required under the Loan Agreement. Borrowings under the Loan Agreement mature on the earlier of: (i) March 13, 2023 and (ii) 90 days prior to the maturity of any portion of the debt under the Company’s First Lien Term Loan or Second Lien Term Loan, as may be in effect from time to time, unless earlier terminated. Based on the maturity dates of the Company’s First Lien Term Loan and Second Lien Term Loan, the loans under the Loan Agreement would be due on March 31, 2021; therefore, all borrowings under the Revolving Credit Facility are presented in short-term borrowings and current maturities, long-term debt in the accompanying March 31, 2020 condensed consolidated balance sheet. All of the indebtedness under the Loan Agreement is and will be guaranteed by the Company and certain of the Company’s existing and future North American subsidiaries and is and will be secured by substantially all of the assets of the Company, such other guarantors, and the borrowers under the Loan Agreement. The Loan Agreement also contains a financial covenant that stipulates the Company will not make Capital Expenditures (as defined in the Loan Agreement) exceeding $30.0 million during any fiscal year. Debt issuance costs of $2.3 million were incurred in connection with the entry into the Loan Agreement. The $2.3 million of debt issuance costs are capitalized and presented in prepaid expenses and other current assets in the accompanying March 31, 2020 condensed consolidated balance sheet and will be amortized into interest expense over the contractual term of the Loan Agreement. The Company recognized $0.2 million of amortization of debt issuance costs during the three months ended March 31, 2020 , which are included in the accompanying condensed consolidated statement of operations. There was $57.0 million outstanding under the Revolving Credit Facility as of March 31, 2020 and $20.0 million outstanding under the ABL Facility as of December 31, 2019 , with a weighted average interest rate of 5.6% and 5.5% , respectively. The Company had $12.1 million of availability under the Revolving Credit Facility as of March 31, 2020 and $33.1 million of availability under the ABL Facility as of December 31, 2019 . First Lien Term Loan Agreement On June 30, 2015, the Company entered into a credit agreement among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A. (the “Term Loan Agreement”) under which the Company borrowed an aggregate of $200.0 million (the “Original Term B Loan”), which matures on June 30, 2021. The Term Loan Agreement has been subsequently amended and restated on several occasions and is collectively referred to as the “First Lien Term Loan Agreement”. The Original Term B Loan has also been subsequently amended on several occasions and is collectively referred to as the “First Lien Term Loan”. In conjunction with the entry into the Revolving Credit Facility referenced above, Cortland Capital Markets Services LLC is now serving as administrative agent and collateral agent for the First Lien Term Loan. In March 2020, the Company entered into the ninth amendment to credit agreement (the “Ninth Term Amendment”) to amend the First Lien Term Loan Agreement. The Ninth Term Amendment removed the minimum liquidity covenant of $15.0 million , amended the net leverage ratio requirements to remove the December 31, 2020 leverage ratio test and amended the fixed charge coverage ratio covenant to not be below 1.0 to 1.0 beginning with the fiscal quarter ending March 31, 2021. Pursuant to the Ninth Term Amendment, the prior first lien leverage covenant was eliminated and replaced with the secured net leverage ratio starting with the fiscal quarter ending March 31, 2021 as follows: • March 31, 2021: 6.00 to 1.00 • June 30, 2021 and each fiscal quarter ending thereafter: 5.00 to 1.00 The Company recognized $3.0 million of unamortized debt issuance costs in interest expense included in the accompanying condensed consolidated statement of operations during the three months ended March 31, 2019 due to the extinguishment of debt for certain lenders in the loan syndicate in connection with the Sixth, Seventh and Eighth Term Amendments to the First Lien Term Loan Agreement. The Company recognized $0.1 million and $0.8 million of amortization of debt issuance and discount cost for the three months ended March 31, 2020 and March 31, 2019 , respectively, which is included in the accompanying condensed consolidated statements of operations. The Company recognized $0.2 million of paid-in-kind interest on the First Lien Term Loan for the three months ended March 31, 2020 . The Company had an aggregate principal amount outstanding of $25.3 million and $25.2 million as of March 31, 2020 and December 31, 2019 , respectively, under the First Lien Term Loan bearing cash interest at 7.6% and 8.1% , respectively. In addition to the cash bearing interest, the First Lien Term loan has 3.0% paid in kind interest. 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. 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 March 2020, the Company entered into the second amendment to credit agreement (the “Second Lien Second Amendment”) to amend the Second Lien Term Loan Agreement. The Second Lien Second Amendment amended certain financial covenants as outlined in the above section, First Lien Term Loan . Debt issuance costs of $3.8 million and original issuance discount of $1.0 million were incurred in connection with entry into the Second Lien Term Loan Agreement for the three months ended March 31, 2019 . 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 recognized $1.2 million of amortization of debt issuance and discount cost for the three months ended March 31, 2020 , which is included in the accompanying condensed consolidated statements of operations. The Company had total unamortized debt issuance and discount costs of $11.5 million all of which are recorded as a reduction of the debt balance on the Company’s accompanying condensed consolidated balance sheet as of March 31, 2020 . The Company recognized $1.4 million of paid-in-kind interest on its Second Lien Term Loan for the three months ended March 31, 2020 . 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. During the first quarter of 2020, no conditions allowing holders of the Convertible Notes to convert have been met. Therefore, the Convertible Notes were not convertible during the first quarter of 2020 and are classified as long-term debt. Should conditions allowing holders of the Convertible Notes to convert be met in a future quarter, the Convertible Notes will be convertible at their holders’ option during the immediately following quarter. As of March 31, 2020, the if-converted value of the Convertible Notes did not exceed the principal value of those Convertible Notes. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. Because the Company may elect to settle conversion in cash, the Company separated the Convertible Notes into their liability and equity components by allocating the issuance proceeds to each of those components in accordance with ASC 470-20, “Debt-Debt with Conversion and Other Options.” The Company first determined the fair value of the liability component by estimating the value of a similar liability that does not have an associated equity component. The Company then deducted that amount from the issuance proceeds to arrive at a residual amount, which represents the equity component. The Company accounted for the equity component as a debt discount (with an offset to paid-in capital in excess of par value). The debt discount created by the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes ending on July 1, 2022. The Company is in compliance with all of its financial covenants in its debt agreements as of March 31, 2020 . |