Long-term Debt | Long-term Debt The Companyās long-term debt consists of the following: September 30, December 31, (dollars in thousands) Revolving Credit Facility $ 28,690 $ ā ABL Facility ā 20,020 Replacement Term Loan 87,580 ā First Lien Term Loan ā 25,210 Second Lien Term Loan ā 56,960 Convertible Notes 125,000 125,000 Paycheck Protection Program Loan 8,670 ā Bank facilities, capital leases and other long-term debt 17,820 13,670 Gross debt 267,760 240,860 Less: Current maturities, long-term debt 8,740 4,310 Gross long-term debt 259,020 236,550 Less: Unamortized debt issuance costs and original issuance discount on Replacement Term Loan 10,260 ā Unamortized debt issuance costs and original issuance discount on First Lien Term Loan ā 700 Unamortized debt issuance costs and discount on Second Lien Term Loan ā 12,730 Unamortized debt issuance costs and discount on Convertible Notes 13,120 18,070 Unamortized debt issuance costs and discount 23,380 31,500 Long-term debt $ 235,640 $ 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. (āHGAā), Cequent UK Limited, Cequent Towing Products of Canada Ltd. (āCequent Towingā), 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 āABL Loan Agreementā), 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 āABL Facilityā) 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 ASC 405-20, āExtinguishment of Liabilitiesā. 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 statements of operations during the nine months ended September 30, 2020 in accordance with ASC 470-50, āModifications and Extinguishmentsā (āASC 470-50ā). In addition, the Company recorded $0.6 million of additional costs in selling, general and administrative expenses included in the accompanying condensed consolidated statements of operations during the nine months ended September 30, 2020. The Company recognized no amortization of debt issuance costs and $0.4 million of amortization of debt issuance costs during the three and nine months ended September 30, 2020, respectively, and $0.3 million and $0.8 million of amortization of debt issuance costs during the three and nine months ended September 30, 2019, respectively, which are included in the accompanying condensed consolidated statements of operations. Total letters of credit issued and outstanding under the ABL Facility were $0.1 million and $7.7 million at September 30, 2020 and December 31, 2019, respectively. 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 $0.1 million as of September 30, 2020. The cash collateral will be released either because of expiration or early termination and reissuance of the letters of credit. Certain letters of credit were reissued under the Revolving Credit Facility, as defined below, with a total of $3.1 million issued and outstanding as of September 30, 2020, with no cash collateral requirement. Other letters of credit were reissued under the Revolving Credit Facility, with a cash collateral requirement, with a total of $4.9 million as of September 30, 2020. The cash collateral requirement is 105% of the outstanding letters of credit, for a total amount of $5.1 million as of September 30, 2020. The Company presented the cash collateral in restricted cash in the accompanying condensed consolidated balance sheet as of September 30, 2020. Revolving Credit Facility In March 2020, the Company, as guarantor, entered into a Loan and Security Agreement (the āLoan Agreementā) with Encina Business Credit, LLC (āEncinaā), as agent for the lenders party thereto, and HGA and Cequent Towing, as borrowers (the āABL Borrowersā). The Loan Agreement provides for an asset-based revolving credit facility (the āRevolving Credit Facilityā) in the maximum aggregate principal amount of $75.0 million subject to customary borrowing base limitations contained therein, and may be increased at the ABL Borrowersā 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 Encinaās discretion but upon prior notice to the ABL Borrowers, 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 Companyās Replacement Term Loan, as defined below, as may be in effect from time to time, unless earlier terminated. As a result of the 2020 Replacement Term Loan Amendment, as described below, the maturity of all borrowings under the Revolving Credit Facility were effectively extended to fiscal year 2022 and are presented in gross long-term debt in the accompanying condensed consolidated balance sheet as of September 30, 2020. All of the indebtedness under the Loan Agreement is and will be guaranteed by the Company and certain of the Companyās 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 ABL Borrowers. The Loan Agreement also contains a financial covenant that stipulates the ABL Borrowers and guarantors under the Loan Agreement 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 Loan Agreement. These debt issuance costs will be amortized into interest expense over the contractual term of the Loan Agreement. The Company recognized $0.2 million and $0.9 million of amortization of debt issuance costs during the three and nine months ended September 30, 2020, respectively, which are included in the accompanying condensed consolidated statements of operations. There was $1.4 million of unamortized debt issuance costs included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet as of September 30, 2020 . There was $28.7 million outstanding under the Revolving Credit Facility as of September 30, 2020 and $20.0 million outstanding under the ABL Facility as of December 31, 2019, with a weighted average interest rate of 5.0% and 5.5%, respectively. The Company had $38.2 million of availability under the Revolving Credit Facility as of September 30, 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 āTerm Loan Agreementā) under which the Company borrowed an aggregate of $200.0 million (the āOriginal Term B Loanā). The Term Loan Agreement has been subsequently amended and restated on several occasions and is collectively referred to as the āFirst Lien Term Loan Agreementā. The Original Term B Loan has also been subsequently amended on several occasions and is collectively referred to as the āFirst Lien Term Loanā. In conjunction with the entry into the Revolving Credit Facility referenced above, Cortland Capital Markets Services LLC served as administrative agent and collateral agent for the First Lien Term Loan. In September 2019, the Company amended the existing First Lien Term Loan Agreement (āEighth Term Amendmentā) to provide consent for the sale of the Companyās 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 Loanās outstanding principal plus fees and paid-in-kind interest in the amount of $172.9 million. In accordance with ASC 470-50, the Company recorded $0.7 million of issuance costs in selling, general and administrative expense in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2019 and wrote off $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. In May 2020, the Company entered into an amendment, limited waiver and consent to credit agreement (the āTenth Term Amendmentā) with an effective date of April 1, 2020, to amend the First Lien Term Loan Agreement and to consent to the Companyās entering into, among other things, the PPP Loan and French Loan, each as defined and described below. The Company recognized $5.2 million and $8.7 million of unamortized debt issuance costs in interest expense included in the accompanying condensed consolidated statement of operations during 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 various amendments to the First Lien Term Loan Agreement. As a result of the 2020 Replacement Term Loan Amendment, as defined and described below, the outstanding balance and any accrued interest has been replaced by the Replacement Term Loan, as defined and described below. The Company recognized no amortization of debt issuance and discount costs and $0.2 million of amortization of debt issuance and discount costs for the three and nine months ended September 30, 2020, respectively, and $0.8 million and $2.7 million for the three and nine months ended September 30, 2019, respectively, which is included in the accompanying condensed consolidated statements of operations. The Company recognized no paid-in-kind interest and $0.4 million of paid-in-kind interest on the First Lien Term Loan for the three and nine months ended September 30, 2020, respectively, and $1.1 million and $3.0 million for the three and nine months ended September 30, 2019, respectively. The Company had no aggregate principal amount outstanding and $25.2 million outstanding as of September 30, 2020 and December 31, 2019, respectively, under the First Lien Term Loan, with the $25.2 million outstanding as of December 31, 2019 bearing cash interest at 8.1%. Second Lien Term Loan Agreement In March 2019, the Company entered into a credit agreement (the āSecond Lien Term Loan Agreementā) 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 provided for a term loan facility in the aggregate principal amount of $51.0 million. In May 2020, the Company entered into an amendment, limited waiver and consent to credit agreement (the āSecond Lien Third Amendmentā), with an effective date of April 1, 2020, to amend the Second Lien Term Loan Agreement and to consent to the Companyās entering into, among other things, the PPP Loan and French Loan, each as defined and described below. 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. As a result of the 2020 Replacement Term Loan Amendment, as defined and described below, the outstanding balance and any accrued interest has been replaced by the Replacement Term Loan, as defined and described below. The Company recognized no amortization of debt issuance and discount costs and $2.7 million of amortization of debt issuance and discount costs for the three and nine months ended September 30, 2020, respectively, and $0.9 million and $1.7 million for the three and nine months ended September 30, 2019, respectively, which is included in the accompanying condensed consolidated statements of operations. The Company recognized paid-in-kind interest of $0.1 million and $3.4 million on its Second Lien Term Loan for the three and nine months ended September 30, 2020, respectively, and $2.1 million and $4.6 million for the three and nine months ended September 30, 2019, respectively. Replacement Term Loan On July 6, 2020, the Company entered into the 2020 Replacement Term Loan Amendment (the āEleventh Term Amendmentā) to amend the Term Loan Agreement. The Eleventh Term Amendment provided replacement term loans (the āReplacement Term Loanā) that refinanced and replaced the outstanding balances under the First Lien Term Loan Agreement and Second Lien Term Loan Agreement, plus any accrued interest thereon. The remaining unamortized debt issuance and original issuance discount costs related to the First Lien Term Loan Agreement and Second Lien Term Loan Agreement will be amortized into interest expense over the contractual term of the Replacement Term Loan using the effective interest method. The interest on the Replacement Term Loan will be payable at LIBOR plus 10.75% per annum, subject to a 1.00% LIBOR floor, of which 4.00% shall be payable in cash and LIBOR plus 6.75% shall be payable-in-kind (PIK) interest (provided that the Company may elect on not more than one occasion to pay all interest as PIK interest). Borrowings under the Eleventh Term Amendment mature on the earlier of: (i) June 30, 2022 and (ii) April 1, 2022 if the Convertible Notes, as defined below, are not repaid or otherwise discharged prior to such date. Additionally, the Eleventh Term Amendment provided for a 1.00% PIK closing fee, which was added to the principal amount of the Replacement Term Loan on the closing date; provided for a prepayment penalty on the entire principal amount of the Replacement Term Loan in an amount equal to 3.0% of the aggregate principal amount prepaid prior to December 31, 2021; and amended the fixed charge coverage ratio covenant beginning with the fiscal quarter ending June 30, 2021, as follows: ā¢ June 30, 2021: 1.10 to 1.00 ā¢ September 30, 2021: 1.25 to 1.00 ā¢ December 31. 2021 and each fiscal quarter ending thereafter: 1.40 to 1.00 In accordance with ASC 470-50, the Company recorded $0.2 million of issuance costs in selling, general and administrative expense in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2020. The Company had total unamortized debt issuance and discount costs of $10.3 million, all of which are recorded as a reduction of the debt balance on the Companyās accompanying condensed consolidated balance sheet as of September 30, 2020. The Company recognized $1.2 million of amortization of debt issuance and discount costs for the three and nine months ended September 30, 2020, which is included in the accompanying condensed consolidated statements of operations. The Company had an aggregate principal amount outstanding of $87.6 million as of September 30, 2020, under the Replacement Term Loan, bearing cash interest at 4.00%. In addition to cash interest, the Replacement Term Loan has 7.75% paid-in-kind interest. The Company made a one-time election to pay all interest as PIK interest on the first interest payment date. As a result of this election, the Company recognized $2.5 million of paid-in-kind interest for both the three and nine months ended September 30, 2020. All of the indebtedness under the Replacement Term Loan is and will be guaranteed by the Companyās existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. Convertible Notes In February 2017, the Company completed a public offering of 2.75% Convertible Senior Notes (the āConvertible Notesā) 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 Companyās 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 third 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 second 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 holdersā option during the immediately following quarter. As of September 30, 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, ā Debt-Debt with Conversion and Other Options. ā 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. Paycheck Protection Program Loan In April 2020, Horizon Global Company LLC (the āUS Borrowerā), a direct US-based subsidiary of the Company, received a loan from PNC Bank, National Association for $8.7 million, pursuant to the Paycheck Protection Program (the āPPP Loanā) under Division A, Title I of the Coronavirus Aid, Relief and Economic Security (āCARESā) Act. The PPP Loan, which is in the form of a Note dated April 18, 2020 issued by the US Borrower, matures on April 18, 2022. The PPP Loan bears interest at 1.0% per annum and is payable monthly commencing on November 15, 2020. Funds from the PPP Loan may be used for payroll, costs used to continue group health care benefits, rent and utilities. Under the terms of the PPP Loan, certain amounts may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company submitted its PPP Loan application in good faith in accordance with the CARES Act and the guidance issued by the Small Business Administration (the āSBAā), including the SBAās Paycheck Protection Programās Frequently Asked Questions. During 2020, the Company, in accordance with the final guidance issued by the United States Department of the Treasury, met the need and sized based criteria of the program. The Company plans to file its application of forgiveness in the near term and continues to use the PPP Loan proceeds on qualifying expenses; however, there is no guarantee that any portion of the PPP Loan proceeds will be forgiven. The French Loan In April 2020, S.I.A.R.R. SAS (the āFrench Borrowerā), an indirect subsidiary of the Company, received a loan from BNP Paribas (the āFrench Loanā) for $5.5 million. The French Loan, issued pursuant to an agreement dated April 9, 2020, between the French Borrower and BNP Paribas, matures on April 9, 2021. The French Loan bears interest at a rate of 0.5% per annum. The French Borrower, at its election, may repay the French Loan in full on April 9, 2021 or in monthly installments for a period of five years from the date of election. Covenant and Liquidity Matters As of September 30, 2020, and our current forecast through September 30, 2021, the Company believes it has sufficient liquidity to operate its business for the foreseeable future. The Company is in compliance with all of its financial covenants in its debt agreements as of September 30, 2020. |