Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37427 | ||
Entity Registrant Name | HORIZON GLOBAL CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3574483 | ||
Entity Address, Address Line One | 47912 Halyard Drive | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Plymouth | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48170 | ||
City Area Code | 734 | ||
Local Phone Number | 656-3000 | ||
Title of 12(b) Security | Common stock, $0.01 par value | ||
Trading Symbol | HZN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 198.5 | ||
Entity Common Stock, Shares Outstanding | 27,382,532 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Entity Central Index Key | 0001637655 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Detroit, MI |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 11,780 | $ 44,970 |
Restricted cash | 5,490 | 5,720 |
Receivables, net | 80,720 | 87,420 |
Inventories | 162,830 | 115,320 |
Prepaid expenses and other current assets | 12,340 | 11,510 |
Total current assets | 273,160 | 264,940 |
Property and equipment, net | 71,610 | 74,090 |
Operating lease right-of-use assets | 37,810 | 47,310 |
Goodwill | 0 | 3,360 |
Other intangibles, net | 48,910 | 58,230 |
Deferred income taxes | 1,750 | 1,280 |
Other assets | 5,680 | 7,280 |
Total assets | 438,920 | 456,490 |
Current liabilities: | ||
Short-term borrowings and current maturities, long-term debt | 3,780 | 14,120 |
Accounts payable | 102,190 | 99,520 |
Short-term operating lease liabilities | 11,010 | 12,180 |
Accrued liabilities | 44,870 | 59,100 |
Total current liabilities | 161,850 | 184,920 |
Gross long-term debt | 297,070 | 251,960 |
Unamortized debt issuance costs and discount | (26,520) | (20,570) |
Gross long-term debt | 270,550 | 231,390 |
Deferred income taxes | 1,920 | 3,130 |
Long-term operating lease liabilities | 35,930 | 46,340 |
Other long-term liabilities | 8,920 | 14,560 |
Total liabilities | 479,170 | 480,340 |
Contingencies (See Note 11) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None | 0 | 0 |
Common stock, $0.01 par: Authorized 400,000,000 shares; 27,973,153 shares issued and 27,286,647 outstanding at December 31, 2021, and 27,089,673 shares issued and 26,403,167 outstanding at December 31, 2020 | 270 | 260 |
Common stock warrants issued, outstanding and exercisable for 9,231,146 and 5,815,039 shares of common stock at December 31, 2021 and December 31, 2020, respectively | 25,010 | 9,510 |
Paid-in capital | 170,990 | 166,610 |
Treasury stock, at cost: 686,506 shares at December 31, 2021 and December 31, 2020 | (10,000) | (10,000) |
Accumulated deficit | (210,250) | (178,530) |
Accumulated other comprehensive loss | (9,710) | (6,540) |
Total Horizon Global shareholders' deficit | (33,690) | (18,690) |
Noncontrolling interest | (6,560) | (5,160) |
Total shareholders' deficit | (40,250) | (23,850) |
Total liabilities and shareholders' equity | $ 438,920 | $ 456,490 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 27,973,153 | 27,089,673 |
Common stock, shares outstanding (in shares) | 27,286,647 | 26,403,167 |
Treasury stock (in shares) | 686,506 | 686,506 |
Common Stock Warrants | ||
Common stock, shares outstanding (in shares) | 9,231,146 | 5,815,039 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales | $ 782,120 | $ 661,230 |
Cost of sales | (639,540) | (540,680) |
Gross profit | 142,580 | 120,550 |
Selling, general and administrative expenses | (135,360) | (127,460) |
Operating profit (loss) | 7,220 | (6,910) |
Interest expense | (27,970) | (31,680) |
Other expense, net | (8,410) | (470) |
Loss from continuing operations before income tax | (33,280) | (39,060) |
Income tax benefit | 160 | 1,580 |
Net loss from continuing operations | (33,120) | (37,480) |
Loss from discontinued operations, net of income tax | 0 | (500) |
Net loss | (33,120) | (37,980) |
Less: Net loss attributable to noncontrolling interest | (1,400) | (1,420) |
Net loss attributable to Horizon Global | $ (31,720) | $ (36,560) |
Basic: | ||
Continuing operations (in usd per share) | $ (1.17) | $ (1.40) |
Discontinued operations (in usd per share) | 0 | (0.02) |
Total (in usd per share) | (1.17) | (1.42) |
Diluted: | ||
Continuing operations (in usd per share) | (1.17) | (1.40) |
Discontinued operations (in usd per share) | 0 | (0.02) |
Total (in usd per share) | $ (1.17) | $ (1.42) |
Weighted average common shares outstanding: | ||
Weighted average common shares—Basic (in shares) | 27,086,876 | 25,797,529 |
Weighted average common shares—Diluted (in shares) | 27,086,876 | 25,797,529 |
Replacement Term Loan | ||
Gain (loss) on debt extinguishment | $ (11,650) | $ 0 |
Paycheck Protection Plan | ||
Gain (loss) on debt extinguishment | $ 7,530 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (33,120) | $ (37,980) |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation and other | (3,170) | 3,250 |
Total other comprehensive (loss) income, net of tax | (3,170) | 3,250 |
Total comprehensive loss | (36,290) | (34,730) |
Less: Comprehensive loss attributable to noncontrolling interest | (1,400) | (1,420) |
Comprehensive loss attributable to Horizon Global | $ (34,890) | $ (33,310) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (33,120) | $ (37,980) |
Less: Net loss from discontinued operations | 0 | (500) |
Net loss from continuing operations | (33,120) | (37,480) |
Adjustments to reconcile net loss from continuing operations to net cash (used for) provided by operating activities: | ||
Depreciation | 14,680 | 16,290 |
Amortization of intangible assets | 7,320 | 6,620 |
Amortization of original issuance discount and debt issuance costs | 10,630 | 14,200 |
Deferred income taxes | (1,670) | (2,060) |
Non-cash compensation expense | 3,520 | 3,000 |
Paid-in-kind interest | 650 | 8,120 |
Decrease (increase) in receivables | 2,090 | (12,230) |
(Increase) decrease in inventories | (52,300) | 24,220 |
Increase in prepaid expenses and other assets | (650) | (4,900) |
(Decrease) increase in accounts payable and accrued liabilities | (5,170) | 24,590 |
Other, net | 7,200 | (1,280) |
Net cash (used for) provided by operating activities from continuing operations | (42,700) | 39,090 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (20,460) | (13,310) |
Other, net | 20 | 90 |
Net cash used for investing activities from continuing operations | (20,440) | (13,220) |
Cash Flows from Financing Activities: | ||
Proceeds from borrowing on credit facilities | 3,090 | 7,220 |
Repayments of borrowings on credit facilities | (3,030) | (4,800) |
Proceeds from Senior Term Loan, net of issuance costs | 75,300 | 0 |
Repayments of borrowings on Replacement Term Loan, including transaction fees | (94,940) | 0 |
Proceeds from Revolving Credit Facility, net of issuance costs | 45,820 | 54,680 |
Repayments of borrowings on Revolving Credit Facility | (12,000) | (32,760) |
Proceeds from ABL revolving debt, net of issuance costs | 0 | 8,000 |
Repayments of borrowings on ABL revolving debt | 0 | (27,920) |
Proceeds from Paycheck Protection Program Loan | 0 | 8,670 |
Proceeds from issuance of common stock warrants | 16,300 | 0 |
Proceeds from exercise of common stock warrants | 420 | 0 |
Other, net | (650) | (440) |
Net cash provided by financing activities from continuing operations | 30,310 | 12,650 |
Discontinued Operations: | ||
Net cash used for discontinued operations | 0 | (500) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (590) | 900 |
(Decrease) increase for the year | (33,420) | 38,920 |
At beginning of year | 50,690 | 11,770 |
At end of year | 17,270 | 50,690 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,620 | 8,930 |
Cash paid for taxes, net of refunds | 2,550 | 1,560 |
Replacement Term Loan | ||
Adjustments to reconcile net loss from continuing operations to net cash (used for) provided by operating activities: | ||
Gain (loss) on debt extinguishment | 11,650 | 0 |
Paid-in-kind interest | 700 | 4,300 |
Paycheck Protection Plan | ||
Adjustments to reconcile net loss from continuing operations to net cash (used for) provided by operating activities: | ||
Gain (loss) on debt extinguishment | $ (7,530) | $ 0 |
Consolidated Statement of Share
Consolidated Statement 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' Equity (Deficit) | Noncontrolling Interest |
Beginning balances at Dec. 31, 2019 | $ 8,600 | $ 250 | $ 10,610 | $ 163,240 | $ (10,000) | $ (141,970) | $ (9,790) | $ 12,340 | $ (3,740) |
Net loss | (37,980) | (36,560) | (36,560) | (1,420) | |||||
Other comprehensive income (loss), net of tax | 3,250 | 3,250 | 3,250 | ||||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (440) | (440) | (440) | ||||||
Non-cash compensation expense | 2,720 | 2,720 | 2,720 | ||||||
Exercise of common stock warrants | 0 | 10 | (1,100) | 1,090 | |||||
Ending balances at Dec. 31, 2020 | (23,850) | 260 | 9,510 | 166,610 | (10,000) | (178,530) | (6,540) | (18,690) | (5,160) |
Net loss | (33,120) | (31,720) | (31,720) | (1,400) | |||||
Other comprehensive income (loss), net of tax | (3,170) | (3,170) | (3,170) | ||||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (650) | (650) | (650) | ||||||
Non-cash compensation expense | 3,820 | 3,820 | 3,820 | ||||||
Issuance common stock of warrants | 16,300 | 16,300 | 16,300 | ||||||
Exercise of common stock warrants | 420 | 10 | (800) | 1,210 | 420 | ||||
Ending balances at Dec. 31, 2021 | $ (40,250) | $ 270 | $ 25,010 | $ 170,990 | $ (10,000) | $ (210,250) | $ (9,710) | $ (33,690) | $ (6,560) |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Horizon Global Corporation and its consolidated subsidiaries (“Horizon,” “Horizon Global,” “we,” “our,” or the “Company”) are a designer, manufacturer and distributor of a wide variety of high quality, custom-engineered towing, trailering, cargo management and other related accessory products in the North American, European and African markets. These products are designed to support aftermarket, automotive original equipment manufacturers (“automotive OEMs”) and automotive original equipment servicers (“automotive OESs”) (collectively, “OEs”), retail, e-commerce and industrial customers within the agricultural, automotive, construction, horse/livestock, industrial, marine, military, recreational, trailer and utility markets. The Company groups its business into operating segments generally by the region in which sales and manufacturing efforts are focused. The Company’s operating segments are Horizon Americas and Horizon Europe‑Africa. See Note 15 , Segment Information , for further information on the Company’s operating segments. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). See Note 3, Summary of Significant Accounting Policies , for further information. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements New accounting pronouncements not yet adopted In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “ Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”). ASU 2021-10 increases the transparency of government assistance disclosures. Under this guidance, entities will be required to disclose the types of government assistance received, the entity’s accounting for the government assistance and the effect of the government assistance on the entity’s financial statements. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted. The standard is not expected to have a significant impact on the Company's consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “ Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ” (“ASU 2021-04”). ASU 2021-04 provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of other accounting standards. Under this guidance, an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. ASU 2021-04 provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2021, with early adoption permitted. The standard is not expected to have a significant impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Accounting Standards Codification (“ASC”) 470-20, “ Debt—Debt with Conversion and Other Options ,” (“ASC 470-20”) for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, “ Derivatives and Hedging ,” or that do not result in substantial premiums accounted for as paid-in capital. For smaller reporting companies, ASU 2020-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. We are currently assessing the impact of this update on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ” (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance to ease the potential burden in accounting for (or recognize the effects of) reference rate reform on financial reporting. The relief provided by this guidance is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform initiatives being undertaken in an effort to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The optional amendments of this guidance are effective for all entities upon adoption. We are currently assessing the impact of this update on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company's consolidated financial statements. Accounting pronouncements recently adopted There were no new accounting pronouncements adopted during the twelve months ended December 31, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation. The consolidated financial statements include the assets, liabilities, revenues and expenses of Horizon Global and its wholly-owned subsidiaries. In addition, the consolidated financial statements include the consolidation of a variable interest entity for which the Company has been deemed to be the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates, judgments, and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. The Company believes estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, sales incentives, sales returns, impairment assessment of indefinite-lived intangible assets, recoverability of long-lived assets, income taxes (including deferred taxes and uncertain tax positions), share-based compensation, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, depreciation and amortization, estimates related to lease liability and operating lease right-of-use (“ROU”) asset valuations, estimated future unrecoverable lease costs, legal and product liability matters, valuation of debt instruments and warrants, assets and obligations related to employee benefits, and the respective allocation methods, are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. Restricted Cash. Restricted cash primarily consists of cash that must be maintained as collateral for letters of credit or other restrictions. The Company considers the expected timing of the release of the restrictions to determine the appropriate financial statement classification. Refer to Note 9, Long-term Debt, for additional information. Account Receivables. Receivables consist primarily of amounts from contracts with customers for the sale of towing, trailering, cargo management and other related accessories. As of December 31, 2021 and 2020, receivables were $80.7 million and $87.4 million, respectively, net of allowances for doubtful accounts of $2.8 million and $2.7 million, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company’s best estimate of probable losses inherent in the account receivables balances. The Company does not believe significant credit risk exists due to its diverse customer base. Account Receivables Factoring. The Company has factoring arrangements with financial institutions to sell certain account receivables under certain non-recourse agreements. During the twelve months ended December 31, 2021 and 2020, total receivables sold under the factoring arrangements were $279.9 million and $237.1 million, respectively. The sales of account receivables in accordance with the factoring arrangements are reflected as a reduction of receivables, net in the consolidated balance sheets as they meet the applicable criteria of ASC 860, “ Transfers and Servicing.” As of December 31, 2021 and 2020, the holdback amounts due from the factoring institutions were $2.6 million and $8.7 million, respectively, and are shown in receivables, net in the consolidated balance sheets. Cash proceeds from these arrangements are included in the change in receivables under the operating activities section of the consolidated statements of cash flows. The Company pays factoring fees associated with the sale of receivables based on the dollar value of the receivables sold. During the twelve months ended December 31, 2021 and 2020, total factoring fees were $1.5 million and $1.0 million, respectively. Inventories. Inventories are stated at lower of cost or net realizable value, with cost determined using the first-in, first-out basis. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the historical cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying consolidated statements of operations. Repair and maintenance costs are charged to expense as incurred. Depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: Fixed Asset Category Estimated Useful Life Land improvements 3 - 25 years Buildings and building improvements 25 - 40 years Machinery and equipment 3 - 15 years Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets; short-term operating lease liabilities; and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, net; short-term borrowings and current maturities, long-term debt; and long-term debt in the consolidated balance sheets. Short-term leases with terms of twelve months or less are not recognized on the balance sheet and are expensed on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases typically do not provide an implicit rate; therefore, we generally use the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for operating lease payments is recognized 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 for all leases. Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews its financial performance for indicators of impairment on at least a quarterly basis. In reviewing for impairment indicators, the Company considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. Goodwill. Goodwill is acquired in a business combination and represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. Goodwill is reviewed by the Company for impairment on a reporting unit basis annually on October 1st or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The Company performs a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If so, then the Company performs testing for possible impairment in a one-step quantitative process. The fair value of a reporting unit is compared with its carrying value, including goodwill. If fair value exceeds the carrying value, goodwill is not considered to be impaired. If the fair value of a reporting unit is below the carrying value, then goodwill is considered to be impaired in the amount of the excess of a reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. During the second quarter of 2021, the Company divested its Brazil business, including $3.3 million of goodwill within the Horizon Americas operating segment. As a result, as of December 31, 2021, the Company had no recorded goodwill. See Note 5, Goodwill and Other Intangible Assets, for further information. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets for impairment annually on October 1st by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of each intangible asset with its carrying value. The value of indefinite-lived intangible assets are based on the present value of projected cash flows using a relief from royalty approach. If the carrying value exceeds fair value, the intangible asset is considered impaired and is reduced to fair value. See Note 5, Goodwill and Other Intangible Assets, for further information. Revenue Recognition and Sales Related Accruals. Revenue is recognized when obligations under the terms of a contract with the Company’s customers are satisfied; generally, this occurs with the transfer of control of its towing, trailering, cargo management and other related accessory products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. Sales, value added and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. For the majority of the Company’s sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for customer volume rebates, product returns, discounts and allowances, including incentives for cooperative advertising, are variable considerations and are recorded as a reduction of revenue in the same period the related sales are recorded. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. The Company uses the most likely amount method to estimate variable consideration. During the twelve months ended December 31, 2021 and 2020, adjustments to estimates of variable consideration for previously recognized revenue were insignificant. The Company expenses costs incurred to obtain a contract with a customer when the amortization period is one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities. The Company does not adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less. Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacturing of products sold in the period. Material costs include raw material, purchased components, outside processing and shipping and handling costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. Research and Development Costs. Research and development (“R&D”) costs are expensed as incurred. During the twelve months ended December 31, 2021 and 2020, R&D expenses were $14.9 million and $13.3 million, respectively, and are included in cost of sales in the accompanying consolidated statements of operations. Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale and marketing of the Company’s products, amortization of customer intangible assets, costs associated with the Company’s distribution network, costs of back office support functions and other administrative expenses. Shipping and Handling Expenses. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales. Other shipping and handling expenses, which primarily relate to Horizon Americas’ distribution network, are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2021 and 2020, other shipping and handling costs were $17.2 million and $17.0 million, respectively. Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. During the twelve months ended December 31, 2021 and 2020, advertising and sales promotion costs were $3.2 million and $2.6 million, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Income Taxes. The Company computes income taxes using the asset and liability method, whereby deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted. Valuation allowances are determined based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and are utilized to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions have a probability of more likely than not of being sustained in an audit. Recognized income tax positions are measured at the largest amount that has greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions within income tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. The provision for federal, foreign, and state and local income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes. Foreign Currency. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as their functional currency. When translating into U.S. dollars, income and expense items are translated at period average exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated balance sheets. The effects of remeasuring monetary assets and liabilities of the Company’s businesses denominated in currencies other than their functional currency are recorded as transaction gains and losses as a component of other expense, net in the consolidated statements of operations. Gains and losses resulting from transactions denominated in a currency other than the functional currency are recorded as a component of other expense, net in the consolidated statements of operations. During the twelve months ended December 31, 2021 and 2020, the Company had $(4.1) million net foreign currency transaction loss and a $0.9 million gain, respectively. Derivative Financial Instruments. The Company records all derivative financial instruments at fair value on the balance sheets as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives are not designated as or do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then the effective portion of changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of AOCI until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. When the underlying hedged transaction is realized or the hedged transaction is no longer probable, the gain or loss included in AOCI is reclassified into earnings and reflected in the consolidated statements of operations through the same line item as the underlying hedged item. The Company formally documents hedging relationships for all derivative transactions and the underlying hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions at the time of transaction. Fair Value of Financial Instruments. In accounting for and disclosing the fair value of these instruments, the Company uses the following hierarchy: ▪ Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ▪ Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ▪ Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company’s foreign currency forward contracts and cross currency swaps are based on the income approach, which uses observable inputs such as forward currency exchange rates and swap rates. As of December 31, 2021 and 2020, there were no outstanding derivatives contracts. The carrying amounts for cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values due to the short period of time until maturity. Fair values of certain debt instruments are derived from Level 2 inputs, see Note 9, Long-term Debt, for further information. Environmental Obligations. The Company is subject to environmental laws and regulations, including those relating to air emissions, wastewater discharges and chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment and compliance with environmental permits. To date, costs of complying with environmental requirements have not been material; however, the Company cannot quantify with certainty the potential impact of future compliance efforts and environmental remediation actions. While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company’s business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment or investigation and cleanup of contaminated sites. Contingencies and Ordinary Course Claims. In the ordinary course of business, the Company is subject of, or party to, various pending or threatened legal actions and other contingent liability actions, including those arising from alleged defects related to our products, product warranties, recalls, breach of contracts, intellectual property matters, international trade, customs and duties matters, employment-related matters and other litigation. Litigation is always subject to inherent uncertainty and the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company. An accrual for potential losses related to these contingencies is established when there is a probable occurrence of loss and the amount can be reasonably estimated. The Company does not record liabilities when the likelihood that a liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. When the Company evaluates matters for accrual and disclosure purposes, factors considered include historical experience with matters of a similar nature, the specific facts and circumstances asserted and the related jurisdictional legal proceedings, the likelihood that we will prevail, and the severity of any potential loss. We monitor and update our accruals as matters progress over time. The Company carries product liability, recall and other insurance to defray some of the costs if a claim settlement or judgment exceeds our self-insured retention limit. Refer to Note 11, Contingencies, for additional information. Stock-based Compensation. The Company measures stock-based compensation expense at fair value as of the grant date in accordance with U.S. GAAP and recognizes such expenses over the vesting period of the stock-based employee awards. Stock options are issued with an exercise price equal to the opening market price of Horizon common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life, risk-free interest rate and expected dividend yield. In addition, the Company periodically updates its estimate of attainment for each restricted share with a performance factor based on current and forecasted results, reflecting the change from prior estimate, if any, in current period compensation expense. Other Comprehensive Income (Loss). The Company refers to other comprehensive income (loss) as revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to AOCI. Other comprehensive income (loss) is comprised of foreign currency translation adjustments. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | RevenuesThe Company disaggregates net sales from contracts with customers by major sales channel. The Company determined that disaggregating its net sales into these categories best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The aftermarket channel represents sales to automotive installers and warehouse distributors. The automotive OEM channel represents sales to automotive vehicle manufacturers. The automotive OES channel primarily represents sales to automotive vehicle dealerships. The retail channel represents sales to direct-to-consumer retailers. The e-commerce channel represents sales to retailers whose customers utilize the Internet to purchase the Company’s products. The industrial channel represents sales to non-automotive manufacturers and dealers of agricultural equipment, trailers, and other custom assemblies. 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 Company’s net sales by segment and disaggregated by major sales channel are as follows: Twelve months ended December 31, 2021 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Aftermarket $ 136,430 $ 84,860 $ 221,290 Automotive OEM 99,120 160,270 259,390 Automotive OES 15,500 69,930 85,430 Retail 105,310 — 105,310 E-commerce 63,340 6,580 69,920 Industrial 36,710 1,980 38,690 Other — 2,090 2,090 Total $ 456,410 $ 325,710 $ 782,120 Twelve months ended December 31, 2020 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Aftermarket $ 114,750 $ 73,010 $ 187,760 Automotive OEM 77,280 149,850 227,130 Automotive OES 8,310 50,290 58,600 Retail 100,660 — 100,660 E-commerce 53,850 1,570 55,420 Industrial 27,480 1,670 29,150 Other 50 2,460 2,510 Total $ 382,380 $ 278,850 $ 661,230 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets During the twelve months ended December 31, 2020, the COVID-19 pandemic and the related wide-ranging actions taken by international, federal, state, and local public health and governmental authorities to combat the pandemic and spread of COVID-19 in regions across the United States and the world resulted in a temporary decline in the financial performance of the Company, primarily related to the first half of 2020, and at the same time pressure on its near-term financial forecasts. Consequently, the Company identified an indicator of impairment on its goodwill and indefinite-lived intangible assets in its Horizon Americas reporting unit and on its indefinite-lived intangible assets in its Horizon Europe-Africa reporting unit in the first quarter of 2020. As a result of the indicator, the Company performed an interim quantitative impairment assessment of the goodwill recorded for the Horizon Americas reporting unit as of March 31, 2020, by considering the market and income approaches. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value. Key assumptions used in the analysis were a discount rate of 14.0%, Adjusted EBITDA (as defined below) margin and a terminal growth rate of 3.0%. The primary driver in the reduction of the fair value of the reporting unit was a reduction of expected future cash flows, reflecting uncertainty surrounding the extent and duration of the COVID-19 pandemic. Adjusted EBITDA is defined as net income (loss) attributable to Horizon Global before interest expense, income taxes, depreciation and amortization, and before certain items, as applicable, such as severance, restructuring, relocation and related business disruption costs, gains (losses) on extinguishment of debt, impairment of goodwill and other intangibles, non-cash stock compensation, certain product liability and litigation claims, acquisition and integration costs, gains (losses) on business divestitures and other assets, debt issuance costs, board transition support and non-cash unrealized foreign currency remeasurement costs. In addition, as a result of the indicator of impairment identified, the Company performed an interim impairment assessment of its indefinite-lived intangible assets as of March 31, 2020 in the Horizon Americas and Horizon Europe‑Africa operating segments. Based on the results of the analyses, the estimated fair values of the trade names exceeded the carrying values. Key assumptions used in the analyses were a discount rate of 14.5% and royalty rates ranging from 0.5% to 1.9%. The Company performed an annual goodwill impairment test as of October 1, 2020, for the Horizon Americas reporting unit. The assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value. Brazil Sale On June 8, 2021, the Company divested its Brazil business via a share sale (the “Brazil Sale”). Under the terms of the Brazil Sale, the Company disposed all assets and liabilities of its Brazil business, including $3.3 million of goodwill within the Horizon Americas operating segment, for nominal consideration. As a result, as of December 31, 2021, the Company had no recorded goodwill and no annual goodwill impairment test was required in 2021. As a result of the Brazil Sale, the Company recorded a $2.2 million loss in other expense, net in the accompanying consolidated statements of operations. Changes in the carrying amount of goodwill are as follows: Horizon Americas Horizon Europe‑Africa Total (dollars in thousands) Balances at January 1, 2020 $ 4,350 $ — $ 4,350 Foreign currency translation (990) — (990) Balances at December 31, 2020 3,360 — 3,360 Divestiture of business (3,340) — (3,340) Foreign currency translation (20) — (20) Balances at December 31, 2021 $ — $ — $ — The gross carrying amounts and accumulated amortization of the Company’s other intangible assets are as follows: December 31, 2021 Intangible Category by Useful Life Gross Carrying Accumulated Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships, 2 - 20 years $ 162,390 $ (137,420) $ 24,970 Technology and other, 3 - 15 years 23,870 (20,830) 3,040 Sub-total 186,260 (158,250) 28,010 Trademark/Trade names, indefinite-lived 20,900 — 20,900 Total $ 207,160 $ (158,250) $ 48,910 December 31, 2020 Intangible Category by Useful Life Gross Carrying Accumulated Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships, 2 - 20 years $ 166,420 $ (135,140) $ 31,280 Technology and other, 3 - 15 years 22,250 (16,710) 5,540 Trademark/Trade names, 1 - 8 years 150 (150) — Sub-total 188,820 (152,000) 36,820 Trademark/Trade names, indefinite-lived 21,410 — 21,410 Total $ 210,230 $ (152,000) $ 58,230 Amortization expense related to other intangible assets is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Technology and other, included in cost of sales $ 3,080 $ 1,160 Customer relationships and other, included in selling, general and administrative expenses 4,240 5,460 Total $ 7,320 $ 6,620 Estimated amortization expense for the next five fiscal years beginning after December 31, 2021 is as follows: Twelve Months Ended Estimated Amortization Expense (dollars in thousands) 2022 $ 4,840 2023 $ 4,490 2024 $ 4,380 2025 $ 4,160 2026 $ 2,630 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: December 31, 2021 2020 (dollars in thousands) Finished goods $ 85,770 $ 58,600 Work in process 15,570 13,070 Raw materials 61,490 43,650 Total $ 162,830 $ 115,320 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following components: December 31, 2021 2020 (dollars in thousands) Land and land improvements $ 480 $ 520 Buildings and building improvements 22,210 23,040 Machinery and equipment 135,110 134,750 Gross property and equipment 157,800 158,310 Accumulated depreciation (86,190) (84,220) Total $ 71,610 $ 74,090 Depreciation expense is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Depreciation expense, included in cost of sales $ 13,430 $ 15,210 Depreciation expense, included in selling, general and administrative expenses 1,250 1,080 Total $ 14,680 $ 16,290 |
Accrued and Other Long-term Lia
Accrued and Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued and Other Long-term Liabilities | Accrued and Other Long-term Liabilities Accrued liabilities consist of the following components: December 31, 2021 2020 (dollars in thousands) Customer incentives $ 13,030 $ 15,870 Accrued compensation 7,520 12,130 Accrued transportation costs 5,600 4,260 Short-term tax liabilities 3,530 5,570 Accrued interest expense 3,430 4,510 Customer claims 2,900 6,520 Accrued professional services 1,700 1,510 Litigation settlements 1,290 1,600 Restructuring — 650 Deferred purchase price — 1,370 Other 5,870 5,110 Total $ 44,870 $ 59,100 Other long-term liabilities consist of the following components: December 31, 2021 2020 (dollars in thousands) Litigation settlements $ 1,820 $ 2,930 Long-term tax liabilities 130 130 Deferred purchase price — 1,650 Restructuring — 1,070 Other 6,970 8,780 Total $ 8,920 $ 14,560 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following components: December 31, 2021 2020 (dollars in thousands) Revolving Credit Facility $ 58,050 $ 24,230 Senior Term Loan 100,000 — Replacement Term Loan — 90,210 Convertible Notes 125,000 125,000 Paycheck Protection Program Loan 1,230 8,670 Bank facilities, capital leases and other long-term debt 16,570 17,970 Gross debt 300,850 266,080 Less: Short-term borrowings and current maturities, long-term debt 3,780 14,120 Gross long-term debt 297,070 251,960 Unamortized debt issuance costs and discount: Unamortized debt issuance costs and original issuance discount on Senior Term Loan (22,170) — Unamortized debt issuance costs and original issuance discount on Replacement Term Loan — (9,100) Unamortized debt issuance costs and discount on Convertible Notes (4,350) (11,470) Unamortized debt issuance costs and discount (26,520) (20,570) Total $ 270,550 $ 231,390 ABL Facility In December 2015, the Company entered into an Amended and Restated Loan Agreement with certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as agent for the lenders, 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. The Amended and Restated Loan Agreement was subsequently amended on several occasions and as a result, the effective facility size was $80.0 million. 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, “Extinguishment of Liabilities” . As a result of the debt extinguishment, during the twelve months ended December 31, 2020, the Company recognized $0.8 million of unamortized debt issuance costs in interest expense and $0.6 million of additional costs in selling, general and administrative expenses in the accompanying consolidated statements of operations, in accordance with ASC 470-50, “Modifications and Extinguishments” (“ASC 470-50”). During the twelve months ended December 31, 2021 and 2020, the Company recognized no and $0.4 million amortization of debt issuance costs, respectively, in the accompanying consolidated statements of operations. Revolving Credit Facility In March 2020, the Company, as guarantor, entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC (“Encina”), as agent for the lenders party thereto, and Horizon Global Americas Inc. and Cequent Towing Products of Canada Ltd., as borrowers (the “ABL Borrowers”). 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 ABL Borrowers’ 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. In April 2021, the Company entered into an amendment to the Loan Agreement, that among other modifications, increased the maximum amount of credit available under the Revolving Credit Facility to $85.0 million. The amendment also increased sub-limits relating to the Company’s ability to borrow against in-transit inventory as well as inventory located in the Company’s Mexico facilities. In September 2021, the Company entered into an amendment to the Loan Agreement, that among other modifications, increased the maximum amount of credit available under the Revolving Credit Facility to $95.0 million. The amendment also increased the Company’s ability to borrow against receivables and sub-limits relating to in-transit inventory and inventory located in the Company’s Mexico facilities. The increased borrowing capacity against receivables and inventory was effective through December 31, 2021 . On December 30, 2021, the Company entered into an amendment to the Loan Agreement (“the Sixth Amendment”), that among other modifications, permanently increased the Company’s inventory sub-limit and temporarily increased the Company’s ability to borrow against receivables, in-transit inventory as well as inventory located in the Company’s Mexico facilities, which is effective through March 31, 2022. Interest on the loans under the Loan Agreement is 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. The Sixth Amendment also amended the interest rate of the Revolving Credit Facility effective March 31, 2022, to be 3.50% to 4.00% per annum, subject to certain conditions defined in the Loan Agreement. All interest, fees, and other monetary obligations due may, at Encina’s 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. The Sixth Amendment also extended the term of the Revolving Credit Facility by one year, and all borrowings under the Loan Agreement mature on March 13, 2024. 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 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 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 are being amortized into interest expense over the contractual term of the Loan Agreement. During the twelve months ended December 31, 2021 and 2020, the Company recognized $0.6 million and $1.2 million, respectively, of amortization of debt issuance costs in the accompanying consolidated statements of operations. As of December 31, 2021 and 2020, there was $0.8 million and $1.1 million, respectively, of unamortized debt issuance costs included in other assets in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, there was $58.1 million and $24.2 million outstanding, respectively, under the Revolving Credit Facility. As of December 31, 2021 and 2020, the Company had $27.4 million and $38.4 million of availability, respectively, under the Revolving Credit Facility. As of December 31, 2021 and 2020, the Company had $2.1 million and $3.1 million, respectively, of letters of credit issued and outstanding, under the Revolving Credit Facility with no cash collateral requirement. As of December 31, 2021 and 2020, the Company also had $4.2 million and $4.9 million of other letters of credit issued and outstanding, respectively, under the Revolving Credit Facility with a cash collateral requirement. The cash collateral requirement is 105% of the outstanding letters of credit. As of December 31, 2021 and 2020, the Company had cash collateral, of $4.9 million and $5.1 million, respectively. Cash collateral is presented in restricted cash in the accompanying consolidated balance sheets. First Lien Term Loan Agreement In June 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”). The Term Loan Agreement was subsequently amended and restated on several occasions and is collectively referred to as the “First Lien Term Loan Agreement”. The Original Term B Loan was also subsequently amended on several occasions and is collectively referred to as the “First Lien Term Loan”. As a result of the Replacement Term Loan Amendment, as defined and described below, the outstanding balance and any accrued interest was replaced by the Replacement Term Loan, as defined and described below. During the twelve months ended December 31, 2021 and 2020, the Company recognized no and $0.2 million of amortization of debt issuance and discount costs, respectively, in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2021 and 2020, the Company recognized no and $0.4 million of paid-in-kind (“PIK”) interest, respectively, in the accompanying 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 provided for a term loan facility in the aggregate principal amount of $51.0 million. As a result of the Replacement Term Loan Amendment, as defined and described below, the outstanding balance and any accrued interest was replaced by the Replacement Term Loan, as defined and described below. During the twelve months ended December 31, 2021 and 2020, the Company recognized no and $2.7 million amortization of debt issuance costs, respectively, in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2021 and 2020, the Company recognized no and $3.4 million of PIK interest, respectively, in the accompanying consolidated statements of operations. Replacement Term Loan In July 2020, the Company entered into an amendment of the Company’s Term Loan Agreement (the “Replacement Term Loan Amendment”). The Replacement Term Loan Amendment provided a replacement term loan (the “Replacement Term Loan”) 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. Interest on the Replacement Term Loan was LIBOR plus 10.75% per annum, subject to a 1.00% LIBOR floor, of which 4.00% was payable in cash and the remainder of which was PIK interest. The Replacement Term Loan 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 and 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. All of the indebtedness under the Replacement Term Loan was guaranteed by the Company’s existing and future material domestic subsidiaries and was secured by substantially all of the assets of the Company and such guarantors. In February 2021, the Company entered into the Senior Term Loan Credit Agreement, as defined and described below. The proceeds received from the initial borrowings under the Senior Term Loan Credit Agreement were used to repay in full all outstanding debt and accrued interest on the Replacement Term Loan. As a result of the repayment, the Term Loan Agreement was terminated and is no longer in effect. During the twelve months ended December 31, 2021, the Company recognized $11.7 million as loss on debt extinguishment in the accompanying consolidated statements of operations, in accordance with ASC 470-50. Included in the loss was $8.9 million of unamortized debt issuance and other costs and a $2.8 million prepayment penalty. During the twelve months ended December 31, 2020, the Company recognized $0.2 million of additional costs in selling, general and administrative expense in the accompanying consolidated statements of operations, in accordance with ASC 470-50. During the twelve months ended December 31, 2021 and 2020, the Company recognized $0.4 million and $2.3 million of amortization of debt issuance costs, respectively, in the accompanying consolidated statements of operations. As of December 31, 2020, the Company had total unamortized debt issuance and discount costs of $9.1 million, all of which were recorded as a reduction of long-term debt in the accompanying consolidated balance sheets. During the twelve months ended December 31, 2020, the Company made a one-time election to pay all interest as PIK interest on the first interest payment date. During the twelve months ended December 31, 2021 and 2020, the Company recognized $0.7 million and $4.3 million of PIK interest, respectively, in the accompanying consolidated statements of operations. As of December 31, 2020, the Company had $90.2 million of aggregate principal amount outstanding and traded at 103.6% of par value. The valuation of the Replacement Term Loan was determined based on Level 2 inputs under the fair value hierarchy. Senior Term Loan Credit Agreement In February 2021, the Company entered into a credit agreement (the “Senior Term Loan Credit Agreement”) with Atlantic Park Strategic Capital Fund, L.P. (“Atlantic Park”), as administrative agent and collateral agent, and the lenders party thereto. The Senior Term Loan Credit Agreement provides for an initial term loan facility (the “Senior Term Loan”) in the aggregate principal amount of $100.0 million, all of which has been borrowed by the Company and was used to repay the Replacement Term Loan, as described above, and a delayed draw term loan facility in the aggregate principal amount of up to $125.0 million, which may be drawn by the Company in up to three separate borrowings through June 30, 2022. A ticking fee of 25 basis points per annum will accrue on the undrawn portion of the delayed draw term loan facility. Interest on the Senior Term Loan is payable in cash on a quarterly basis at the interest rate of LIBOR plus 7.50% per annum, subject to a 1.00% LIBOR floor. The Senior Term Loan Credit Agreement includes customary affirmative and negative covenants, including a maximum total net leverage ratio requirement tested quarterly, commencing with the fiscal quarter ending March 31, 2023, not to exceed: 6.50 to 1.00. The Senior Term Loan Credit Agreement also contains a financial covenant that stipulates the Company will not make capital expenditures exceeding $27.5 million during any fiscal year. To the extent that the amount of capital expenditures is less than $27.5 million in any fiscal year, up to 50% of the difference may be carried forward and used for capital expenditures in the immediately succeeding fiscal year. Following a one-year no-call period, the Senior Term Loan Credit Agreement provides for a 2.5% call premium for years two through five and no premium thereafter. All outstanding borrowings under the Senior Term Loan Credit Agreement mature on February 2, 2027. All of the indebtedness under the Senior Term Loan Credit Agreement is and will be guaranteed by the Company’s existing and future United States, Canadian and Mexican subsidiaries and certain other foreign subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. Pursuant to the Senior Term Loan Credit Agreement, the Company issued warrants (the “Senior Term Loan Warrants”) to Atlantic Park to purchase in the aggregate up to 3,905,486 shares of the Company’s common stock, with an exercise price of $9.00 per share, subject to adjustment as provided in the Senior Term Loan Warrants. The Senior Term Loan Warrants are exercisable at any time prior to February 2, 2026. In accordance with guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” , the Senior Term Loan and the Senior Term Loan Warrants are each freestanding instruments and proceeds were allocated to each instrument on a relative fair value basis of $82.4 million and $17.6 million, respectively. The Senior Term Loan Warrants are not within the scope of ASC 480 and do not meet the criteria for liability classification. However, the Senior Term Loan Warrants are determined to be indexed to the Company’s common stock and meet the requirements for equity classification pursuant to ASC 815-40, “ Derivatives and Hedging - Contracts in Entity’s Own Equity ”. The $17.6 million allocated to the Senior Term Loan Warrants was determined using an option pricing method and is recorded in common stock warrants in the accompanying consolidated balance sheets. Debt issuance costs of $5.4 million and original issue discount of $3.0 million were incurred in connection with entry into the Senior Term Loan Credit Agreement. The total costs of $8.4 million were allocated to each instrument on a relative fair value basis. The $7.1 million allocated to the Senior Term Loan will be amortized into interest expense over the contractual term of the loan using the effective interest method and the $1.3 million allocated to the Senior Term Loan Warrants was recorded as a reduction of equity. The Company determined the fair value of the Senior Term Loan using a discount rate build up approach. The debt discount of $17.6 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. The debt discount is recorded as a reduction of long-term debt in the accompanying consolidated balance sheets. During the twelve months ended December 31, 2021, the Company recognized $2.5 million of amortization of debt issuance and discount costs in the accompanying consolidated statements of operations. As of December 31, 2021, the Company had total unamortized debt issuance and discount costs of $22.2 million , all of which were recorded as a reduction of long-term debt in the accompanying consolidated balance sheets. As of December 31, 2021, the Company had $100.0 million aggregate principal outstanding and traded at 102.1% of par value. The valuation of the Senior Term Loan was determined based on Level 2 inputs under the fair value hierarchy. 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. The Convertible Notes are convertible at the option of the holder (i) during any calendar quarter beginning after March 31, 2017, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business days after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of such period was less than 98% of the product of the last reported sale price of the Company’s common stock $1,000 and the conversion rate on each such trading day; (iii) upon the occurrence of specified corporate events; and (iv) on or after January 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date. The Convertible Notes were not convertible during the fourth quarter of 2021, as no conditions allowing holders of the Convertible Notes to convert have been met. 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 December 31, 2021, 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. The Company first determined the fair value of the liability component by estimating the value of a similar liability that does not have an associated equity component. The Company then deducted that amount from the issuance proceeds to arrive at a residual amount, which represents the equity component. The Company accounted for the equity component as a debt discount (with an offset to paid-in capital in excess of par value). The debt discount created by the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes ending on July 1, 2022. The Company allocated offering costs of $3.9 million to the debt and equity components in proportion to the allocation of proceeds to the components, treating them as debt issuance costs and equity issuance costs, respectively. The debt issuance costs of $2.9 million are being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the Convertible Notes. The Company presents debt issuance costs as a direct deduction from the carrying value of the liability component. As of December 31, 2021 and 2020, the carrying value of the liability component was $120.6 million and $113.5 million, including total unamortized debt discount and debt issuance costs of $4.4 million and $11.5 million, respectively, all of which were recorded as a reduction of long-term debt in the accompanying consolidated balance sheets. The $1.0 million portion of offering costs allocated to equity issuance costs was charged to paid-in capital. As of December 31, 2021 and 2020, the carrying amount of the equity component was $20.0 million and $20.0 million, respectively, net of issuance costs and taxes. During the twelve months ended December 31, 2021 and 2020, the Company recognized total interest expense of $10.6 million and $10.1 million, respectively, in the accompanying consolidated statements of operations. The interest expense recognized consists of contractual interest coupon, amortization of debt discount and amortization of debt issuance costs on the Convertible Notes, and is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Contractual interest coupon on convertible debt $ 3,440 $ 3,457 Amortization of debt issuance costs 530 530 Amortization of "equity discount" related to debt 6,590 6,071 Total $ 10,560 $ 10,058 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 $0.7 million. The Convertible Note Hedges are accounted for as equity transactions in accordance with ASC 815-40. 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 $0.5 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. As a result of the Company’s Senior Term Loan Credit Agreement, which includes the delayed draw term loan facility described above , and the Series B Preferred Stock commitment letter executed in February 2022 described in Note 18 . Subsequent Events , the Company has the ability and intent to repay the Convertible Notes when they mature on July 1, 2022. As of December 31, 2021 and 2020, the Company had $125.0 million and $125.0 million, respectively, of aggregate principal outstanding. As of December 31, 2021 and 2020, the estimated fair value of the Convertible Notes based on a market approach was $121.6 million and $113.3 million, respectively, which both represent a Level 2 valuation . The estimated fair value was determined based on the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last business day of the period. Paycheck Protection Program Loan In April 2020, Horizon Global Company LLC (the “U.S. Borrower”), a direct U.S.-based subsidiary of the Company, received a loan from PNC Bank, National Association (“PNC”) for $8.7 million, pursuant to the Paycheck Protection Program (the “PPP Loan”) under Division A, Title I of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The PPP Loan was amended in July 2021 to make any unforgiven portion payable over five years on a monthly basis. 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 “SBA”), including the SBA’s Paycheck Protection Program’s Frequently Asked Questions. During 2020, the Company, in accordance with the final guidance issued by the United States Department of the Treasury (the “Treasury”), met the need and size based criteria of the program. During the fourth quarter of 2021, the Company’s application of loan forgiveness with PNC and the SBA was approved for forgiveness of $7.4 million of principal and $0.1 million of interest. The Company accounted for the $7.5 million of total forgiveness as a gain on debt extinguishment in the accompanying consolidated statements of operations, in accordance with ASC 470-50. The $1.3 million unforgiven portion of the loan has an interest rate of 1.0% per annum and will be repaid on a monthly basis through April 2025. Covenant and Liquidity Matters As of December 31, 2021, the Company is in compliance with all of its financial covenants. Long-term Debt Maturities As of December 31, 2021, future maturities of the face value of long-term debt are as follows: Future Maturities of (dollars in thousands) 2022 (a) $ 128,780 2023 2,160 2024 60,120 2025 1,810 2026 570 Thereafter 107,410 Total $ 300,850 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
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 seven years, s ome 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. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Refer to Note 3, Summary of Significant Accounting Policies, for more information. Supplemental information for the Company’s leases is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Operating lease cost $ 14,450 $ 14,970 Operating cash flows from operating leases $ 13,600 $ 16,050 ROU assets obtained in exchange for operating lease obligations $ 1,160 $ 9,940 December 31, 2021 2020 Weighted average remaining lease term (years) 5.1 6.0 Weighted average discount rate 8.4 % 8.4 % Future maturities of operating lease liabilities at December 31, 2021 are as follows: Operating Leases (dollars in thousands) 2022 $ 14,180 2023 11,400 2024 9,100 2025 8,310 2026 6,970 2027 and thereafter 7,690 Total lease payments 57,650 Less imputed interest (10,710) Present value of lease liabilities $ 46,940 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In April 2020, the Company agreed to a settlement (the “Settlement”) related to certain intellectual property infringement claims made against one of the Company’s subsidiaries in its Horizon Europe‑Africa operating segment. The Company settled all historical and future associated claims for $4.4 million to be paid evenly in semi-annual installments on June 30 and December 31 of each year through December 31, 2024. As a result of the Settlement, the Company recorded a $1.5 million charge during the first quarter of 2020 in cost of sales in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2021 and 2020, the Company recorded $0.6 million and $0.5 million of royalties, respectively, all of which were recorded in cost of sales in the accompanying consolidated statements of operations. As of December 31, 2021 and 2020, the Company had recorded $0.9 million and $0.9 million, respectively, in prepaid expenses and other current assets and $1.0 million and $1.8 million, respectively, in other assets in the accompanying consolidated balance sheets related to the royalties to be recognized by the Company over the life of future programs connected to the Settlement. In addition, as of December 31, 2021 and 2020, the Company had $0.9 million and $1.0 million, respectively, in accrued liabilities and $1.8 million and $2.9 million, respectively, in other long-term liabilities in the accompanying consolidated balance sheets related to the remaining semi-annual installment payments. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) per Share Basic earnings (loss) per share is computed using net income (loss) attributable to Horizon Global and the number of weighted average shares outstanding. Diluted earnings (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, where dilutive to earnings per share. A reconciliation of the numerator and the denominator of basic loss per share attributable to Horizon Global and diluted loss per share attributable to Horizon Global is as follows: Twelve Months Ended 2021 2020 (dollars in thousands, except for per share amounts) Numerator: Net loss from continuing operations $ (33,120) $ (37,480) Add: Loss from discontinued operations, net of tax — (500) Less: Net loss attributable to noncontrolling interest (1,400) (1,420) Net loss attributable to Horizon Global $ (31,720) $ (36,560) Denominator: Weighted average shares outstanding, basic 27,086,876 25,797,529 Dilutive effect of common stock equivalents — — Weighted average shares outstanding, diluted 27,086,876 25,797,529 Basic loss per share attributable to Horizon Global Continuing operations $ (1.17) $ (1.40) Discontinued operations $ — $ (0.02) Total $ (1.17) $ (1.42) Diluted loss per share attributable to Horizon Global Continuing operations $ (1.17) $ (1.40) Discontinued operations $ — $ (0.02) Total $ (1.17) $ (1.42) As a result of the net loss from continuing operations for the twelve months ended December 31, 2021 and 2020, the effect of certain dilutive securities was 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 as follows: Twelve Months Ended 2021 2020 Number of options 18,961 18,961 Exercise price of options $9.20 - $11.02 $9.20 - $11.02 Restricted stock units 1,837,937 1,823,573 Convertible Notes 5,005,000 5,005,000 Convertible Notes warrants 5,005,000 5,005,000 Common stock warrants 8,916,274 6,280,251 For purposes of determining diluted 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. |
Equity Awards
Equity Awards | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards Description of the Plans In June 2020, the shareholders approved the Horizon Global Corporation 2020 Equity and Incentive Compensation Plan (the “Horizon 2020 Plan”). Horizon employees, non-employee directors and certain consultants participate in the Horizon 2020 Plan. The Horizon 2020 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), appreciation rights, restricted shares, restricted stock units, performance shares, performance stock units, cash incentive awards, dividend equivalents and certain other awards based upon terms and conditions described in the Horizon 2020 Plan. No more than 4.1 million Horizon common shares may be delivered under the Horizon 2020 Plan, plus (A) the total number of shares remaining available for awards under the Horizon 2015 Plan, as defined and described below, as of June 19, 2020, plus (B) the shares that are subject to awards granted under the Horizon 2020 Plan or the Horizon 2015 Plan that are added (or added back, as applicable) to the aggregate number of shares available under the Horizon 2020 Plan pursuant to the share counting rules of the Horizon 2020 Plan. These shares may be shares of original issuance or treasury shares, or a combination of both. Prior to the Horizon 2020 Plan, employees and non-employee directors participated in the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan (as amended and restated, the “Horizon 2015 Plan”). The Horizon 2015 Plan authorized 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. Stock Options Horizon’s stock option activity is as follows: Number of Stock Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 18,961 $ 10.43 Granted — — Exercised — — Canceled, forfeited — — Expired — — Outstanding at December 31, 2021 18,961 $ 10.43 4.0 $ — As of December 31, 2021, there was no unrecognized compensation cost related to stock options. During the twelve months ended December 31, 2021 and 2020, there was no stock-based compensation expense recognized by the Company related to stock options. As of December 31, 2021, the aggregate intrinsic value of outstanding stock options was immaterial. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Restricted Stock Units During the twelve months ended December 31, 2021, the Company granted an aggregate of 532,899 restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain key employees and non-employee directors. The total grants consisted of: (i) 83,482 RSUs that vested during the period; (ii) 153,563 time-based RSUs vesting on a ratable basis on March 1, 2022, March 1, 2023 and March 1, 2024; (iii) 230,350 PSUs vesting on April 1, 2024 and (iv) 65,504 time-based RSUs vesting on May 28, 2022. During the twelve months ended December 31, 2020, the Company granted an aggregate of 1,502,072 RSUs and PSUs to certain key employees and non-employee directors. The total grants consisted of: (i) 284,859 time-based RSUs vesting on a ratable basis on March 3, 2021, March 3, 2022 and March 3, 2023; (ii) 277,228 time-based RSUs vesting on June 24, 2021; (iii) 21,351 time-based RSUs vesting on a ratable basis on April 2, 2021, March 3, 2022 and March 3, 2023 and (iv) 918,634 PSUs vesting on March 3, 2023. The performance criteria for the PSUs granted is based on the Company’s three-year cumulative EBITDA. The grant date fair values for the PSUs and RSUs are based on the closing trading price of the Company’s common stock on the date of grant. The grant date fair value of RSUs is expensed over the vesting period. Changes in the number of RSUs outstanding for the twelve months ended December 31, 2021 are as follows: Number of Restricted Stock Units (a) Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 1,800,682 $ 3.14 Granted 532,899 8.98 Vested (499,826) 2.64 Canceled, forfeited (71,669) 5.00 Outstanding at December 31, 2021 1,762,086 $ 4.97 (a) Includes PSUs at 100% attainment. As of December 31, 2021, there was $3.9 million in unrecognized compensation costs related to unvested RSUs that is expected to be recognized over a weighted average period of 1.8 years. During the twelve months ended December 31, 2021 and 2020, the Company recognized $3.5 million and $2.7 million, respectively, of stock-based compensation expense related to RSUs. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
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. As of December 31, 2021 and 2020, there were no preferred shares outstanding. Common Stock The Company is authorized to issue 400,000,000 shares of Horizon Global common stock, par value of 0.01 per share. As of December 31, 2021, there were 27,973,153 shares of common stock issued and 27,286,647 shares of common stock outstanding. As of December 31, 2020, there were 27,089,673 shares of common stock issued and 26,403,167 shares of common stock outstanding. Common Stock Warrants In March 2019, in connection with the Second Lien Term Loan Agreement, the Company became obligated to issue detachable warrants to purchase up to 6,250,000 shares of the Company’s common stock, which can be exercised on a cashless basis over a five year term with an exercise price of $1.50 per share. In February 2021, in connection with the Senior Term Loan Credit Agreement, the Company issued the Senior Term Loan Warrants to purchase up to 3,905,486 shares of the Company’s common stock, which can be exercised on a cashless basis over a five year term with an exercise price of $9.00 per share. See Note 9, Long-term Debt , for additional information. As of December 31, 2021, warrants to purchase 1,228,490 shares of the Company’s common stock have been exercised, resulting in the issuance of 972,924 shares of the Company’s common stock. As of December 31, 2021, warrants to purchase 9,231,146 shares of common stock were issued and remain outstanding. During the twelve months ended December 31, 2021, a related-party entity, JKI Holdings, LLC, an entity owned by the chair of our board of directors, exercised in full the warrants that it originally received in connection with the March 2019 issuance described above, and paid the exercise price in cash and received 278,283 shares of common stock. During the twelve months ended December 31, 2021, the Company recognized $0.3 million of non-cash transactions in connection with warrants exercised. Accumulated Other Comprehensive Income (Loss) Changes in AOCI attributable to Horizon Global by component, net of tax, for the twelve months ended December 31, 2021 and 2020 are as follows: Foreign Currency Translation and Other (dollars in thousands) Balance at January 1, 2020 $ (9,790) Net unrealized gains arising during the period 3,250 Net change 3,250 Balance at December 31, 2020 $ (6,540) Net unrealized losses arising during the period (3,170) Net change (3,170) Balance at December 31, 2021 $ (9,710) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company groups its business into operating segments generally 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 operations, and prior to the Brazil Sale also included the Company’s South American operations. Horizon Europe‑Africa is comprised of the Company’s European and South African operations. See below for further information regarding the types of products and services provided within each operating segment. The Company previously had a third operating segment, Horizon Asia-Pacific (“APAC”); however, the APAC operating segment was sold on September 19, 2019, and is presented as a discontinued operation in the accompanying consolidated financial statements. During the first quarter of 2020, the remaining post-closing conditions of the sale were completed, resulting in a true up to net cash proceeds, which were recognized as a loss on sale of discontinued operations of $0.5 million in accordance with ASC 205-20, “ Discontinued Operations” . 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 aftermarket, automotive OEMs, automotive OESs, industrial and retail customers in the agricultural, automotive, construction, industrial, marine, military, recreational vehicle, trailer and utility end markets. Products include vehicle trailer hitches, brake controllers, cargo management, heavy-duty towing products, jacks and couplers, protection/securing systems, trailer structural and electrical components, tow bars, vehicle roof racks 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 Company’s operating segment activity and total assets are as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Net Sales Horizon Americas $ 456,410 $ 382,380 Horizon Europe‑Africa 325,710 278,850 Total $ 782,120 $ 661,230 Operating Profit (Loss) Horizon Americas $ 42,580 $ 27,950 Horizon Europe‑Africa (10,530) (8,390) Corporate (24,830) (26,470) Total $ 7,220 $ (6,910) Capital Expenditures Horizon Americas $ 7,850 $ 3,670 Horizon Europe‑Africa 12,610 9,640 Corporate — — Total $ 20,460 $ 13,310 Depreciation of Property and Equipment and Amortization of Intangibles Horizon Americas $ 7,520 $ 8,420 Horizon Europe‑Africa 14,300 14,280 Corporate 180 210 Total $ 22,000 $ 22,910 December 31, 2021 2020 (dollars in thousands) Total Assets Horizon Americas $ 249,610 $ 212,570 Horizon Europe-Africa 173,810 206,900 Corporate 15,500 37,020 Total $ 438,920 $ 456,490 The Company’s net sales and net fixed assets attributed to each subsidiary’s country of domicile are as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Net Sales Total U.S. $ 444,040 $ 370,840 Non-U.S. Germany 244,580 207,450 Other Europe 68,860 63,470 Other Americas 12,370 11,540 South Africa 12,270 7,930 Total non-U.S. 338,080 290,390 Total $ 782,120 $ 661,230 During the twelve months ended December 31, 2021 and 2020, external export sales from the U.S. to other countries were $67.0 million and $44.8 million, respectively. December 31, 2021 2020 (dollars in thousands) Property and equipment, net Total U.S. $ 24,780 $ 22,720 Non-U.S. Germany 30,880 36,690 Other Europe 9,840 7,940 South Africa 4,280 4,340 Other Americas 1,830 2,400 Total non-U.S. 46,830 51,370 Total $ 71,610 $ 74,090 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s loss from continuing operations before income tax is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Domestic $ (12,860) $ (22,430) Foreign (20,420) (16,630) Loss from continuing operations before income tax $ (33,280) $ (39,060) The income tax benefit (expense) is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Current income tax benefit (expense): Federal $ 230 $ 770 State and local (240) (180) Foreign (1,500) (1,070) Total current income tax (expense) (1,510) (480) Deferred income tax benefit: Federal 110 170 State and local — 180 Foreign 1,560 1,710 Total deferred income tax benefit 1,670 2,060 Income tax benefit $ 160 $ 1,580 The components of deferred taxes are as follows: December 31, 2021 2020 (dollars in thousands) Deferred tax assets: Receivables, net $ 550 $ 510 Inventories 2,070 2,310 Disallowed interest deduction 31,850 25,690 Operating lease liabilities 11,740 14,660 Accrued liabilities and other long-term liabilities 5,980 8,890 Tax loss and credit carryforwards 31,640 31,570 Gross deferred tax asset 83,830 83,630 Valuation allowances (61,860) (55,180) Net deferred tax asset 21,970 28,450 Deferred tax liabilities: Property and equipment, net (730) (2,090) Other intangibles, net (10,840) (12,270) Operating lease right-of-use assets (9,470) (11,870) Other (1,100) (4,070) Gross deferred tax liability (22,140) (30,300) Net deferred tax liability $ (170) $ (1,850) ASC 740, “ Income Taxes, ” requires that companies assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more likely than not” standard. In making such judgments, significant weight is given to evidence that can be objectively verified. A cumulative loss in recent years is significant negative evidence in considering whether deferred tax assets are realizable and also restricts the amount of reliance that can be placed on projections of future taxable income to support the recovery of deferred tax assets. In prior years, the Company established valuation allowances against substantially all of its net deferred tax assets of its domestic and certain other foreign jurisdictions. As of December 31, 2021 and December 31, 2020, certain foreign jurisdictions were in a three-year cumulative pretax loss position; therefore, the Company recorded valuation allowances of $0.8 million and $0.5 million against certain of its deferred tax assets, respectively. In addition, as of December 31, 2020, the deferred tax assets in certain foreign jurisdictions that previously had recognized a valuation allowance were deemed realizable; therefore, during the twelve months ended December 31, 2020, the Company recorded a $2.6 million tax benefit. The ultimate realization of these deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021, the Company has recorded deferred tax assets for $37.9 million of federal operating loss carryforward, $51.5 million of various state operating loss carryforwards and $77.5 million of various foreign operating loss carryforwards. The federal loss carryforward has an indefinite carryforward period and the majority of the state tax loss carryforwards expire between 2028 through 2038; however, certain states now have indefinite carryforward periods. In addition, the majority of foreign losses have indefinite carryforward periods. A significant amount of the deferred tax assets discussed above are offset by a corresponding valuation allowance within the jurisdiction to which the deferred tax assets relate. A reconciliation of the Company’s provision for income taxes to income tax benefit computed at the U.S. federal statutory rate is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) U.S. federal statutory rate 21 % 21 % Tax at U.S. federal statutory rate $ 6,990 $ 8,210 State and local taxes, net of federal tax benefit (expense) (220) 1,390 Differences in statutory foreign tax rates 1,660 2,810 Uncertain tax positions 240 (20) Gain on debt extinguishment of PPP Loan 1,580 — Tax credits 360 250 Net change in valuation allowance (9,170) (4,030) Restructuring charges (870) (5,030) Transition tax 220 700 Other, net (630) (2,700) Income tax benefit $ 160 $ 1,580 No deferred taxes have been provided for taxes that would result upon repatriation of our foreign investments to the U.S. as it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations, which should not give rise to additional income tax liabilities as a result of the distribution of such earnings. Uncertain Tax Positions As of December 31, 2021 and 2020, the Company had $0.1 million and $0.2 million, respectively, of uncertain tax positions (“UTPs”). If the UTPs were recognized, the impact to the Company’s effective tax rate would be to increase income tax benefit for the twelve months ended December 31, 2021 and 2020, by $0.1 million and $0.2 million, respectively. A reconciliation of the change in the UTPs as of December 31, 2021 and 2020 is as follows: Uncertain Tax Positions (dollars in thousands) Balances at January 1, 2020 $ 210 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions — Reductions — Settlements — Lapses in the statutes of limitations — Cumulative translation adjustment 10 Balance at December 31, 2020 $ 220 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions — Reductions — Settlements — Lapses in the statutes of limitations (120) Cumulative translation adjustment (10) Balance at December 31, 2021 $ 90 The Company recognizes interest and penalties on UTPs as income tax expense. During the twelve months ended December 31, 2021 and 2020, the Company recognized $0.1 million benefit and no expense, respectively, related to interest and penalties. During the twelve months ended December 31, 2021 and 2020, the change in UTPs and liabilities for interest and penalties primarily relates to foreign currency translation and expiration of statute of limitations during 2021 and foreign currency translation during 2020. As of December 31, 2021 and 2020, the Company had a liability of $0.1 million and $0.2 million, respectively, related to interest and penalties. Management monitors changes in tax statutes and regulations and the issuance of judicial decisions to determine the potential impact to UTPs. As of December 31, 2021, the Company estimated $0.1 million of UTPs are expected to be released in the next twelve months. Income tax returns are filed in multiple domestic and foreign jurisdictions, which are subject to examinations by taxing authorities. As of December 31, 2021, the Company is subject to U.S. federal tax examination for tax years 2018 through 2021. The Company is subject to state, local, and foreign income tax examinations for tax years 2014 through 2021. The Company’s German jurisdiction is subject to German federal tax examination for tax years 2018 through 2021. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months we may reach resolution of income tax examinations in one or more foreign jurisdictions. The Company does not believe that the results of these examinations will have a significant impact on the Company’s tax position or its effective tax rate. |
Other Expense, Net
Other Expense, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Other Expense, Net Other expense, net consists of the following components: Twelve Months Ended 2021 2020 (dollars in thousands) Foreign currency (loss) gain $ (4,120) $ 910 Net loss on disposition of business (3,240) — Customer early pay discounts (960) (1,410) Other, net (90) 30 Total $ (8,410) $ (470) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Senior Term Loan Credit Agreement Amendment On February 10, 2022, the Company entered into an amendment to its Senior Term Loan Credit Agreement (the “Senior Term Loan Credit Agreement Amendment”) with Atlantic Park. The Senior Term Loan Credit Agreement Amendment provides for a $35.0 million draw on the Company’s existing delayed draw term loan facility under the Senior Term Loan Credit Agreement and allows the net proceeds to be used for working capital purposes and to fund low-cost country expansion in the Company’s Horizon Europe-Africa operating segment. All amounts drawn under the delayed draw facility are governed by the existing terms of the Company’s Senior Term Loan Credit Agreement. Pursuant to the Senior Term Loan Credit Agreement Amendment, the Company issued warrants to Atlantic Park to purchase up to 975,000 shares of the Company’s common stock, with an exercise price of $9.00 per share. The warrants are exercisable at any time prior to February 10, 2027, provided that the warrants may not be exercised and shares of common stock may not be issued pursuant to the warrants unless and until the Company obtains shareholder approval permitting the issuance of such shares of common stock in accordance with the rules of the New York Stock Exchange. On February 10, 2022, the Company executed a commitment letter with Corre Partners Management L.L.C. (“Corre”) to issue, solely at the Company’s option, up to $40.0 million of Series B Preferred Stock. To the extent issued, the net proceeds of the Series B Preferred Stock may be used to repay up to $35.0 million of the Company’s outstanding Convertible Notes at maturity and, following such repayment, for general corporate purposes. If issued, the Series B Preferred Stock would accrue dividends in kind at a rate of 11.0% per annum. The Series B Preferred Stock would be perpetual, but subject to voluntary redemption by the Company at its option and subject to mandatory redemption upon a change in control or the one-year anniversary of the maturity of the Senior Term Loan. Additionally, if issued, if the Series B Preferred Stock is not redeemed after the occurrence of certain events, it would be convertible into shares of the Company’s common stock, at the option of Corre and subject to shareholder approval. The commitment letter expires on July 1, 2022. The Company estimates it incurred $1.4 million of debt issuance costs and fees associated with the above transactions. The transactions will be accounted for in the first quarter of 2022. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II PURSUANT TO ITEM 15(a)(2)OF FORM 10-K VALUATION AND QUALIFYING ACCOUNTS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2021 AND 2020 (Dollars in thousands) ADDITIONS DESCRIPTION BALANCE CHARGED OTHER (1) DEDUCTIONS (2) BALANCE Allowance for doubtful accounts Twelve Months Ended $ 2,730 $ (50) $ 680 $ (530) $ 2,830 Twelve Months Ended $ 3,210 $ 860 $ (10) $ (1,330) $ 2,730 ______________ (1) Other adjustments, net. (2) Deductions, representing uncollectible accounts written-off, less recoveries of amounts written-off in prior years. ADDITIONS DESCRIPTION BALANCE CHARGED OTHER (1) DEDUCTIONS BALANCE Reserve for inventory valuation Twelve Months Ended $ 13,610 $ (4,410) $ — $ (70) $ 9,130 Twelve Months Ended $ 17,980 $ (4,310) $ 10 $ (70) $ 13,610 ______________ (1) Other adjustments, net. ADDITIONS DESCRIPTION BALANCE CHARGED OTHER (1) DEDUCTIONS (2) BALANCE Deferred tax valuation allowance Twelve Months Ended $ 55,180 $ 760 $ 5,920 $ — $ 61,860 Twelve Months Ended $ 50,370 $ 520 $ 6,910 $ (2,620) $ 55,180 ______________ (1) Primarily relates to tax benefits that have previously been reserved. (2) Primarily relates to tax benefits previously reserved deemed realizable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements Not Yet Adopted and Recently Adopted | New accounting pronouncements not yet adopted In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-10, “ Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”). ASU 2021-10 increases the transparency of government assistance disclosures. Under this guidance, entities will be required to disclose the types of government assistance received, the entity’s accounting for the government assistance and the effect of the government assistance on the entity’s financial statements. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early adoption permitted. The standard is not expected to have a significant impact on the Company's consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “ Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ” (“ASU 2021-04”). ASU 2021-04 provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of other accounting standards. Under this guidance, an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. ASU 2021-04 provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2021, with early adoption permitted. The standard is not expected to have a significant impact on the Company's consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation models in Accounting Standards Codification (“ASC”) 470-20, “ Debt—Debt with Conversion and Other Options ,” (“ASC 470-20”) for convertible instruments. Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, “ Derivatives and Hedging ,” or that do not result in substantial premiums accounted for as paid-in capital. For smaller reporting companies, ASU 2020-06 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2023, with early adoption permitted for fiscal years beginning after December 15, 2020. We are currently assessing the impact of this update on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ” (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance to ease the potential burden in accounting for (or recognize the effects of) reference rate reform on financial reporting. The relief provided by this guidance is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform initiatives being undertaken in an effort to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The optional amendments of this guidance are effective for all entities upon adoption. We are currently assessing the impact of this update on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company's consolidated financial statements. Accounting pronouncements recently adopted There were no new accounting pronouncements adopted during the twelve months ended December 31, 2021. |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the assets, liabilities, revenues and expenses of Horizon Global and its wholly-owned subsidiaries. In addition, the consolidated financial statements include the consolidation of a variable interest entity for which the Company has been deemed to be the primary beneficiary. Intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates, judgments, and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. The Company believes estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, sales incentives, sales returns, impairment assessment of indefinite-lived intangible assets, recoverability of long-lived assets, income taxes (including deferred taxes and uncertain tax positions), share-based compensation, the assessment of lower of cost or net realizable value on inventory, useful lives assigned to long-lived assets, depreciation and amortization, estimates related to lease liability and operating lease right-of-use (“ROU”) asset valuations, estimated future unrecoverable lease costs, legal and product liability matters, valuation of debt instruments and warrants, assets and obligations related to employee benefits, and the respective allocation methods, are reasonable based on information available at the time they are made. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents. The Company considers cash on hand and on deposit and investments in all highly liquid debt instruments with initial maturities of three months or less to be cash and cash equivalents. Restricted Cash. Restricted cash primarily consists of cash that must be maintained as collateral for letters of credit or other restrictions. The Company considers the expected timing of the release of the restrictions to determine the appropriate financial statement classification. Refer to Note 9, Long-term Debt, |
Account Receivables | Account Receivables. Receivables consist primarily of amounts from contracts with customers for the sale of towing, trailering, cargo management and other related accessories. As of December 31, 2021 and 2020, receivables were $80.7 million and $87.4 million, respectively, net of allowances for doubtful accounts of $2.8 million and $2.7 million, respectively. The Company monitors its exposure for credit losses and maintains allowances for doubtful accounts based upon the Company’s best estimate of probable losses inherent in the account receivables balances. The Company does not believe significant credit risk exists due to its diverse customer base. |
Account Receivables Factoring | Account Receivables Factoring. The Company has factoring arrangements with financial institutions to sell certain account receivables under certain non-recourse agreements. During the twelve months ended December 31, 2021 and 2020, total receivables sold under the factoring arrangements were $279.9 million and $237.1 million, respectively. The sales of account receivables in accordance with the factoring arrangements are reflected as a reduction of receivables, net in the consolidated balance sheets as they meet the applicable criteria of ASC 860, “ Transfers and Servicing.” |
Inventories | Inventories. Inventories are stated at lower of cost or net realizable value, with cost determined using the first-in, first-out basis. Direct materials, direct labor and allocations of variable and fixed manufacturing-related overhead are included in inventory cost. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. |
Property and Equipment | Property and Equipment. Property and equipment additions, including significant improvements, are recorded at cost. Upon retirement or disposal of property and equipment, the historical cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in the accompanying consolidated statements of operations. Repair and maintenance costs are charged to expense as incurred. |
Depreciation and Amortization and Impairment of Long-Lived Assets and Definted-Lived Intangible Assets | Depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: Fixed Asset Category Estimated Useful Life Land improvements 3 - 25 years Buildings and building improvements 25 - 40 years Machinery and equipment 3 - 15 years Impairment of Long-Lived Assets and Definite-Lived Intangible Assets. The Company reviews its financial performance for indicators of impairment on at least a quarterly basis. In reviewing for impairment indicators, the Company considers events or changes in circumstances such as business prospects, customer retention, market trends, potential product obsolescence, competitive activities and other economic factors. An impairment loss is recognized when the carrying value of an asset group exceeds the future net undiscounted cash flows expected to be generated by that asset group. The impairment loss recognized is the amount by which the carrying value of the asset group exceeds its fair value. |
Leases | Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease ROU assets; short-term operating lease liabilities; and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, net; short-term borrowings and current maturities, long-term debt; and long-term debt in the consolidated balance sheets. Short-term leases with terms of twelve months or less are not recognized on the balance sheet and are expensed on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s leases typically do not provide an implicit rate; therefore, we generally use the Company’s incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. |
Goodwill and Indefinite-Lived Intangibles | Goodwill. Goodwill is acquired in a business combination and represents the excess of purchase consideration over the fair value of assets acquired and liabilities assumed. The Company determines its reporting units at the individual operating segment level, or one level below, when there is discrete financial information available that is regularly reviewed by segment management for evaluating operating results. Goodwill is reviewed by the Company for impairment on a reporting unit basis annually on October 1st or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The Company performs a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is performed. If so, then the Company performs testing for possible impairment in a one-step quantitative process. The fair value of a reporting unit is compared with its carrying value, including goodwill. If fair value exceeds the carrying value, goodwill is not considered to be impaired. If the fair value of a reporting unit is below the carrying value, then goodwill is considered to be impaired in the amount of the excess of a reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. During the second quarter of 2021, the Company divested its Brazil business, including $3.3 million of goodwill within the Horizon Americas operating segment. As a result, as of December 31, 2021, the Company had no recorded goodwill. See Note 5, Goodwill and Other Intangible Assets, for further information. Indefinite-Lived Intangibles. The Company assesses indefinite-lived intangible assets for impairment annually on October 1st by reviewing relevant qualitative and quantitative factors. More frequent evaluations may be required if the Company experiences changes in its business climate or as a result of other triggering events. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of each intangible asset with its carrying value. The value of indefinite-lived intangible assets are based on the present value of projected cash flows using a relief from royalty approach. If the carrying value exceeds fair value, the intangible asset is considered impaired and is reduced to fair value. See Note 5, Goodwill and Other Intangible Assets, for further information. |
Revenue Recognition | Revenue Recognition and Sales Related Accruals. Revenue is recognized when obligations under the terms of a contract with the Company’s customers are satisfied; generally, this occurs with the transfer of control of its towing, trailering, cargo management and other related accessory products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. Sales, value added and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. For the majority of the Company’s sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for customer volume rebates, product returns, discounts and allowances, including incentives for cooperative advertising, are variable considerations and are recorded as a reduction of revenue in the same period the related sales are recorded. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. The Company uses the most likely amount method to estimate variable consideration. During the twelve months ended December 31, 2021 and 2020, adjustments to estimates of variable consideration for previously recognized revenue were insignificant. The Company expenses costs incurred to obtain a contract with a customer when the amortization period is one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities. The Company does not adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less. |
Cost of Sales | Cost of Sales. Cost of sales includes material, labor and overhead costs incurred in the manufacturing of products sold in the period. Material costs include raw material, purchased components, outside processing and shipping and handling costs. Overhead costs consist of variable and fixed manufacturing costs, wages and fringe benefits, and purchasing, receiving and inspection costs. |
Research and Development Costs | Research and Development Costs. Research and development (“R&D”) costs are expensed as incurred. During the twelve months ended December 31, 2021 and 2020, R&D expenses were $14.9 million and $13.3 million, respectively, and are included in cost of sales in the accompanying consolidated statements of operations. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses. Selling, general and administrative expenses include the following: costs related to the advertising, sale and marketing of the Company’s products, amortization of customer intangible assets, costs associated with the Company’s distribution network, costs of back office support functions and other administrative expenses. |
Shipping and Handling Expenses | Shipping and Handling Expenses. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales. Other shipping and handling expenses, which primarily relate to Horizon Americas’ distribution network, are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2021 and 2020, other shipping and handling costs were $17.2 million and $17.0 million, respectively. |
Advertising and Sales Promotion Costs | Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. During the twelve months ended December 31, 2021 and 2020, advertising and sales promotion costs were $3.2 million and $2.6 million, respectively, and are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes. The Company computes income taxes using the asset and liability method, whereby deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of assets and liabilities and for operating loss and tax credit carryforwards. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted. Valuation allowances are determined based on an assessment of positive and negative evidence on a jurisdiction-by-jurisdiction basis and are utilized to reduce deferred tax assets to the amount more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions have a probability of more likely than not of being sustained in an audit. Recognized income tax positions are measured at the largest amount that has greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to uncertain tax positions within income tax expense. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets. |
Foreign Currency Translation | Foreign Currency. The financial statements of subsidiaries located outside of the United States are measured using the currency of the primary economic environment in which they operate as their functional currency. When translating into U.S. dollars, income and expense items are translated at period average exchange rates and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated balance sheets. |
Derivative Financial Instruments | Derivative Financial Instruments. The Company records all derivative financial instruments at fair value on the balance sheets as either assets or liabilities, and changes in their fair values are immediately recognized in earnings if the derivatives are not designated as or do not qualify as effective hedges. If a derivative is designated as a fair value hedge, then the effective portion of changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the effective portion of the changes in the fair value of the derivative is recognized as a component of AOCI until the underlying hedged item is recognized in earnings or the forecasted transaction is no longer probable of occurring. When the underlying hedged transaction is realized or the hedged transaction is no longer probable, the gain or loss included in AOCI is reclassified into earnings and reflected in the consolidated statements of operations through the same line item as the underlying hedged item. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. In accounting for and disclosing the fair value of these instruments, the Company uses the following hierarchy: ▪ Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ▪ Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and ▪ Level 3 inputs are unobservable inputs for the asset or liability. Valuation of the Company’s foreign currency forward contracts and cross currency swaps are based on the income approach, which uses observable inputs such as forward currency exchange rates and swap rates. As of December 31, 2021 and 2020, there were no outstanding derivatives contracts. The carrying amounts for cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values due to the short period of time until maturity. Fair values of certain debt instruments are derived from Level 2 inputs, see Note 9, Long-term Debt, |
Environmental Obligations and Ordinary Course Claims | Environmental Obligations. The Company is subject to environmental laws and regulations, including those relating to air emissions, wastewater discharges and chemical and hazardous waste management and disposal. Some of these environmental laws hold owners or operators of land or businesses liable for their own and for previous owners’ or operators’ releases of hazardous or toxic substances or wastes. Other environmental laws and regulations require the obtainment and compliance with environmental permits. To date, costs of complying with environmental requirements have not been material; however, the Company cannot quantify with certainty the potential impact of future compliance efforts and environmental remediation actions. While the Company must comply with existing and pending climate change legislation, regulation and international treaties or accords, current laws and regulations have not had a material impact on the Company’s business, capital expenditures or financial position. Future events, including those relating to climate change or greenhouse gas regulation could require the Company to incur expenses related to the modification or curtailment of operations, installation of pollution control equipment or investigation and cleanup of contaminated sites. Contingencies and Ordinary Course Claims. In the ordinary course of business, the Company is subject of, or party to, various pending or threatened legal actions and other contingent liability actions, including those arising from alleged defects related to our products, product warranties, recalls, breach of contracts, intellectual property matters, international trade, customs and duties matters, employment-related matters and other litigation. Litigation is always subject to inherent uncertainty and the Company is not able to reasonably predict if any matter will be resolved in a manner that is materially adverse to the Company. An accrual for potential losses related to these contingencies is established when there is a probable occurrence of loss and the amount can be reasonably estimated. The Company does not record liabilities when the likelihood that a liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. When the Company evaluates matters for accrual and disclosure purposes, factors considered include historical experience with matters of a similar nature, the specific facts and circumstances asserted and the related jurisdictional legal proceedings, the likelihood that we will prevail, and the severity of any potential loss. We monitor and update our accruals as matters progress over time. |
Stock-based Compensation | Stock-based Compensation. The Company measures stock-based compensation expense at fair value as of the grant date in accordance with U.S. GAAP and recognizes such expenses over the vesting period of the stock-based employee awards. Stock options are issued with an exercise price equal to the opening market price of Horizon common shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life, risk-free interest rate and expected dividend yield. In addition, the Company periodically updates its estimate of attainment for each restricted share with a performance factor based on current and forecasted results, reflecting the change from prior estimate, if any, in current period compensation expense. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss). The Company refers to other comprehensive income (loss) as revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to AOCI. Other comprehensive income (loss) is comprised of foreign currency translation adjustments. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales Disaggregated by Major Sales Channels | Twelve months ended December 31, 2021 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Aftermarket $ 136,430 $ 84,860 $ 221,290 Automotive OEM 99,120 160,270 259,390 Automotive OES 15,500 69,930 85,430 Retail 105,310 — 105,310 E-commerce 63,340 6,580 69,920 Industrial 36,710 1,980 38,690 Other — 2,090 2,090 Total $ 456,410 $ 325,710 $ 782,120 Twelve months ended December 31, 2020 Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Aftermarket $ 114,750 $ 73,010 $ 187,760 Automotive OEM 77,280 149,850 227,130 Automotive OES 8,310 50,290 58,600 Retail 100,660 — 100,660 E-commerce 53,850 1,570 55,420 Industrial 27,480 1,670 29,150 Other 50 2,460 2,510 Total $ 382,380 $ 278,850 $ 661,230 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill are as follows: Horizon Americas Horizon Europe‑Africa Total (dollars in thousands) Balances at January 1, 2020 $ 4,350 $ — $ 4,350 Foreign currency translation (990) — (990) Balances at December 31, 2020 3,360 — 3,360 Divestiture of business (3,340) — (3,340) Foreign currency translation (20) — (20) Balances at December 31, 2021 $ — $ — $ — |
Schedule of Intangible Assets (excluding Goodwill) by Major Class | The gross carrying amounts and accumulated amortization of the Company’s other intangible assets are as follows: December 31, 2021 Intangible Category by Useful Life Gross Carrying Accumulated Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships, 2 - 20 years $ 162,390 $ (137,420) $ 24,970 Technology and other, 3 - 15 years 23,870 (20,830) 3,040 Sub-total 186,260 (158,250) 28,010 Trademark/Trade names, indefinite-lived 20,900 — 20,900 Total $ 207,160 $ (158,250) $ 48,910 December 31, 2020 Intangible Category by Useful Life Gross Carrying Accumulated Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships, 2 - 20 years $ 166,420 $ (135,140) $ 31,280 Technology and other, 3 - 15 years 22,250 (16,710) 5,540 Trademark/Trade names, 1 - 8 years 150 (150) — Sub-total 188,820 (152,000) 36,820 Trademark/Trade names, indefinite-lived 21,410 — 21,410 Total $ 210,230 $ (152,000) $ 58,230 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Amortization expense related to other intangible assets is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Technology and other, included in cost of sales $ 3,080 $ 1,160 Customer relationships and other, included in selling, general and administrative expenses 4,240 5,460 Total $ 7,320 $ 6,620 |
Schedule of Expected Amortization Expense | Estimated amortization expense for the next five fiscal years beginning after December 31, 2021 is as follows: Twelve Months Ended Estimated Amortization Expense (dollars in thousands) 2022 $ 4,840 2023 $ 4,490 2024 $ 4,380 2025 $ 4,160 2026 $ 2,630 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following components: December 31, 2021 2020 (dollars in thousands) Finished goods $ 85,770 $ 58,600 Work in process 15,570 13,070 Raw materials 61,490 43,650 Total $ 162,830 $ 115,320 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consists of the following components: December 31, 2021 2020 (dollars in thousands) Land and land improvements $ 480 $ 520 Buildings and building improvements 22,210 23,040 Machinery and equipment 135,110 134,750 Gross property and equipment 157,800 158,310 Accumulated depreciation (86,190) (84,220) Total $ 71,610 $ 74,090 |
Depreciation Expense | Depreciation expense is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Depreciation expense, included in cost of sales $ 13,430 $ 15,210 Depreciation expense, included in selling, general and administrative expenses 1,250 1,080 Total $ 14,680 $ 16,290 |
Accrued and Other Long-term L_2
Accrued and Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following components: December 31, 2021 2020 (dollars in thousands) Customer incentives $ 13,030 $ 15,870 Accrued compensation 7,520 12,130 Accrued transportation costs 5,600 4,260 Short-term tax liabilities 3,530 5,570 Accrued interest expense 3,430 4,510 Customer claims 2,900 6,520 Accrued professional services 1,700 1,510 Litigation settlements 1,290 1,600 Restructuring — 650 Deferred purchase price — 1,370 Other 5,870 5,110 Total $ 44,870 $ 59,100 Other long-term liabilities consist of the following components: December 31, 2021 2020 (dollars in thousands) Litigation settlements $ 1,820 $ 2,930 Long-term tax liabilities 130 130 Deferred purchase price — 1,650 Restructuring — 1,070 Other 6,970 8,780 Total $ 8,920 $ 14,560 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt consists of the following components: December 31, 2021 2020 (dollars in thousands) Revolving Credit Facility $ 58,050 $ 24,230 Senior Term Loan 100,000 — Replacement Term Loan — 90,210 Convertible Notes 125,000 125,000 Paycheck Protection Program Loan 1,230 8,670 Bank facilities, capital leases and other long-term debt 16,570 17,970 Gross debt 300,850 266,080 Less: Short-term borrowings and current maturities, long-term debt 3,780 14,120 Gross long-term debt 297,070 251,960 Unamortized debt issuance costs and discount: Unamortized debt issuance costs and original issuance discount on Senior Term Loan (22,170) — Unamortized debt issuance costs and original issuance discount on Replacement Term Loan — (9,100) Unamortized debt issuance costs and discount on Convertible Notes (4,350) (11,470) Unamortized debt issuance costs and discount (26,520) (20,570) Total $ 270,550 $ 231,390 |
Interest Income and Interest Expense Disclosure | Twelve Months Ended 2021 2020 (dollars in thousands) Contractual interest coupon on convertible debt $ 3,440 $ 3,457 Amortization of debt issuance costs 530 530 Amortization of "equity discount" related to debt 6,590 6,071 Total $ 10,560 $ 10,058 |
Schedule of Maturities of Long-term Debt | As of December 31, 2021, future maturities of the face value of long-term debt are as follows: Future Maturities of (dollars in thousands) 2022 (a) $ 128,780 2023 2,160 2024 60,120 2025 1,810 2026 570 Thereafter 107,410 Total $ 300,850 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Information | Supplemental information for the Company’s leases is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Operating lease cost $ 14,450 $ 14,970 Operating cash flows from operating leases $ 13,600 $ 16,050 ROU assets obtained in exchange for operating lease obligations $ 1,160 $ 9,940 December 31, 2021 2020 Weighted average remaining lease term (years) 5.1 6.0 Weighted average discount rate 8.4 % 8.4 % |
Schedule of Future Maturities of Lease Liabilities | Future maturities of operating lease liabilities at December 31, 2021 are as follows: Operating Leases (dollars in thousands) 2022 $ 14,180 2023 11,400 2024 9,100 2025 8,310 2026 6,970 2027 and thereafter 7,690 Total lease payments 57,650 Less imputed interest (10,710) Present value of lease liabilities $ 46,940 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and the denominator of basic loss per share attributable to Horizon Global and diluted loss per share attributable to Horizon Global is as follows: Twelve Months Ended 2021 2020 (dollars in thousands, except for per share amounts) Numerator: Net loss from continuing operations $ (33,120) $ (37,480) Add: Loss from discontinued operations, net of tax — (500) Less: Net loss attributable to noncontrolling interest (1,400) (1,420) Net loss attributable to Horizon Global $ (31,720) $ (36,560) Denominator: Weighted average shares outstanding, basic 27,086,876 25,797,529 Dilutive effect of common stock equivalents — — Weighted average shares outstanding, diluted 27,086,876 25,797,529 Basic loss per share attributable to Horizon Global Continuing operations $ (1.17) $ (1.40) Discontinued operations $ — $ (0.02) Total $ (1.17) $ (1.42) Diluted loss per share attributable to Horizon Global Continuing operations $ (1.17) $ (1.40) Discontinued operations $ — $ (0.02) Total $ (1.17) $ (1.42) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Twelve Months Ended 2021 2020 Number of options 18,961 18,961 Exercise price of options $9.20 - $11.02 $9.20 - $11.02 Restricted stock units 1,837,937 1,823,573 Convertible Notes 5,005,000 5,005,000 Convertible Notes warrants 5,005,000 5,005,000 Common stock warrants 8,916,274 6,280,251 |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | Horizon’s stock option activity is as follows: Number of Stock Options Weighted Average Exercise Price Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 18,961 $ 10.43 Granted — — Exercised — — Canceled, forfeited — — Expired — — Outstanding at December 31, 2021 18,961 $ 10.43 4.0 $ — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Changes in the number of RSUs outstanding for the twelve months ended December 31, 2021 are as follows: Number of Restricted Stock Units (a) Weighted Average Grant Date Fair Value Outstanding at December 31, 2020 1,800,682 $ 3.14 Granted 532,899 8.98 Vested (499,826) 2.64 Canceled, forfeited (71,669) 5.00 Outstanding at December 31, 2021 1,762,086 $ 4.97 (a) Includes PSUs at 100% attainment. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | Changes in AOCI attributable to Horizon Global by component, net of tax, for the twelve months ended December 31, 2021 and 2020 are as follows: Foreign Currency Translation and Other (dollars in thousands) Balance at January 1, 2020 $ (9,790) Net unrealized gains arising during the period 3,250 Net change 3,250 Balance at December 31, 2020 $ (6,540) Net unrealized losses arising during the period (3,170) Net change (3,170) Balance at December 31, 2021 $ (9,710) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The Company’s operating segment activity and total assets are as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Net Sales Horizon Americas $ 456,410 $ 382,380 Horizon Europe‑Africa 325,710 278,850 Total $ 782,120 $ 661,230 Operating Profit (Loss) Horizon Americas $ 42,580 $ 27,950 Horizon Europe‑Africa (10,530) (8,390) Corporate (24,830) (26,470) Total $ 7,220 $ (6,910) Capital Expenditures Horizon Americas $ 7,850 $ 3,670 Horizon Europe‑Africa 12,610 9,640 Corporate — — Total $ 20,460 $ 13,310 Depreciation of Property and Equipment and Amortization of Intangibles Horizon Americas $ 7,520 $ 8,420 Horizon Europe‑Africa 14,300 14,280 Corporate 180 210 Total $ 22,000 $ 22,910 |
Reconciliation of Assets from Segment to Consolidated | December 31, 2021 2020 (dollars in thousands) Total Assets Horizon Americas $ 249,610 $ 212,570 Horizon Europe-Africa 173,810 206,900 Corporate 15,500 37,020 Total $ 438,920 $ 456,490 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The Company’s net sales and net fixed assets attributed to each subsidiary’s country of domicile are as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Net Sales Total U.S. $ 444,040 $ 370,840 Non-U.S. Germany 244,580 207,450 Other Europe 68,860 63,470 Other Americas 12,370 11,540 South Africa 12,270 7,930 Total non-U.S. 338,080 290,390 Total $ 782,120 $ 661,230 During the twelve months ended December 31, 2021 and 2020, external export sales from the U.S. to other countries were $67.0 million and $44.8 million, respectively. December 31, 2021 2020 (dollars in thousands) Property and equipment, net Total U.S. $ 24,780 $ 22,720 Non-U.S. Germany 30,880 36,690 Other Europe 9,840 7,940 South Africa 4,280 4,340 Other Americas 1,830 2,400 Total non-U.S. 46,830 51,370 Total $ 71,610 $ 74,090 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company’s loss from continuing operations before income tax is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Domestic $ (12,860) $ (22,430) Foreign (20,420) (16,630) Loss from continuing operations before income tax $ (33,280) $ (39,060) The income tax benefit (expense) is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) Current income tax benefit (expense): Federal $ 230 $ 770 State and local (240) (180) Foreign (1,500) (1,070) Total current income tax (expense) (1,510) (480) Deferred income tax benefit: Federal 110 170 State and local — 180 Foreign 1,560 1,710 Total deferred income tax benefit 1,670 2,060 Income tax benefit $ 160 $ 1,580 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred taxes are as follows: December 31, 2021 2020 (dollars in thousands) Deferred tax assets: Receivables, net $ 550 $ 510 Inventories 2,070 2,310 Disallowed interest deduction 31,850 25,690 Operating lease liabilities 11,740 14,660 Accrued liabilities and other long-term liabilities 5,980 8,890 Tax loss and credit carryforwards 31,640 31,570 Gross deferred tax asset 83,830 83,630 Valuation allowances (61,860) (55,180) Net deferred tax asset 21,970 28,450 Deferred tax liabilities: Property and equipment, net (730) (2,090) Other intangibles, net (10,840) (12,270) Operating lease right-of-use assets (9,470) (11,870) Other (1,100) (4,070) Gross deferred tax liability (22,140) (30,300) Net deferred tax liability $ (170) $ (1,850) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Company’s provision for income taxes to income tax benefit computed at the U.S. federal statutory rate is as follows: Twelve Months Ended 2021 2020 (dollars in thousands) U.S. federal statutory rate 21 % 21 % Tax at U.S. federal statutory rate $ 6,990 $ 8,210 State and local taxes, net of federal tax benefit (expense) (220) 1,390 Differences in statutory foreign tax rates 1,660 2,810 Uncertain tax positions 240 (20) Gain on debt extinguishment of PPP Loan 1,580 — Tax credits 360 250 Net change in valuation allowance (9,170) (4,030) Restructuring charges (870) (5,030) Transition tax 220 700 Other, net (630) (2,700) Income tax benefit $ 160 $ 1,580 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in the UTPs as of December 31, 2021 and 2020 is as follows: Uncertain Tax Positions (dollars in thousands) Balances at January 1, 2020 $ 210 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions — Reductions — Settlements — Lapses in the statutes of limitations — Cumulative translation adjustment 10 Balance at December 31, 2020 $ 220 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions — Reductions — Settlements — Lapses in the statutes of limitations (120) Cumulative translation adjustment (10) Balance at December 31, 2021 $ 90 |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other expense, net consists of the following components: Twelve Months Ended 2021 2020 (dollars in thousands) Foreign currency (loss) gain $ (4,120) $ 910 Net loss on disposition of business (3,240) — Customer early pay discounts (960) (1,410) Other, net (90) 30 Total $ (8,410) $ (470) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Account Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Receivables, net | $ 80,720 | $ 87,420 |
Receivables, reserves | $ 2,800 | $ 2,700 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Account Receivables Factoring (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Amount of receivables sold under factoring arrangements | $ 279.9 | $ 237.1 |
Holdback amount due from factoring institutions | 2.6 | 8.7 |
Factoring Fees, Receivables Sold | $ 1.5 | $ 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill written off due to divestiture of business | $ 3,340 | |||
Goodwill | 0 | $ 3,360 | $ 4,350 | |
Horizon Americas | ||||
Goodwill [Line Items] | ||||
Goodwill written off due to divestiture of business | 3,340 | |||
Goodwill | $ 0 | $ 3,360 | $ 4,350 | |
Horizon Americas | Discontinued Operations, Disposed of by Sale | Brazil Business | ||||
Goodwill [Line Items] | ||||
Goodwill written off due to divestiture of business | $ 3,300 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of sales | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
Research and Development Expense | $ 14.9 | $ 13.3 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Shipping and Handling Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Selling, general and administrative expenses | ||
Shipping and Handling Costs [Line Items] | ||
Shipping and Handling Costs | $ 17.2 | $ 17 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Advertising and Sales Promotion Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Selling, general and administrative expenses | ||
Advertising Costs [Line Items] | ||
Advertising Costs | $ 3.2 | $ 2.6 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign Currency Translation [Line Items] | ||
Foreign currency (loss) gain | $ (4,120) | $ 910 |
Other Expense [Member] | ||
Foreign Currency Translation [Line Items] | ||
Foreign currency (loss) gain | $ (4,100) | $ 900 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 25 years |
Buildings and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 25 years |
Buildings and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Revenues - Schedule of Net Sale
Revenues - Schedule of Net Sales Disaggregated by Major Sales Channels (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 782,120 | $ 661,230 |
Accounts receivable, net of reserves | 80,720 | 87,420 |
Aftermarket | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 221,290 | 187,760 |
Automotive OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 259,390 | 227,130 |
Automotive OES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 85,430 | 58,600 |
Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 105,310 | 100,660 |
E-commerce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 69,920 | 55,420 |
Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 38,690 | 29,150 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,090 | 2,510 |
Horizon Americas | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 456,410 | 382,380 |
Horizon Americas | Aftermarket | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 136,430 | 114,750 |
Horizon Americas | Automotive OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 99,120 | 77,280 |
Horizon Americas | Automotive OES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 15,500 | 8,310 |
Horizon Americas | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 105,310 | 100,660 |
Horizon Americas | E-commerce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 63,340 | 53,850 |
Horizon Americas | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 36,710 | 27,480 |
Horizon Americas | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 50 |
Horizon Europe-Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 325,710 | 278,850 |
Horizon Europe-Africa | Aftermarket | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 84,860 | 73,010 |
Horizon Europe-Africa | Automotive OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 160,270 | 149,850 |
Horizon Europe-Africa | Automotive OES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 69,930 | 50,290 |
Horizon Europe-Africa | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Horizon Europe-Africa | E-commerce | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 6,580 | 1,570 |
Horizon Europe-Africa | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,980 | 1,670 |
Horizon Europe-Africa | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,090 | $ 2,460 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020 | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |||||
Goodwill written off due to divestiture of business | $ 3,340 | ||||
Goodwill | 0 | $ 3,360 | $ 4,350 | ||
Horizon Americas | |||||
Goodwill [Line Items] | |||||
Goodwill written off due to divestiture of business | 3,340 | ||||
Goodwill | 0 | $ 3,360 | $ 4,350 | ||
Measurement Input, Discount Rate | |||||
Goodwill [Line Items] | |||||
Goodwill, Measurement Input | 0.140 | ||||
Indefinite-Lived Intangible Asset, Measurement Input | 0.145 | ||||
Measurement Input, Terminal Growth Rate | |||||
Goodwill [Line Items] | |||||
Goodwill, Measurement Input | 0.030 | ||||
Minimum | Measurement Input, Royalty Rate | |||||
Goodwill [Line Items] | |||||
Indefinite-Lived Intangible Asset, Measurement Input | 0.005 | ||||
Maximum | Measurement Input, Royalty Rate | |||||
Goodwill [Line Items] | |||||
Indefinite-Lived Intangible Asset, Measurement Input | 0.019 | ||||
Discontinued Operations, Disposed of by Sale | Brazil Business | |||||
Goodwill [Line Items] | |||||
Gain (loss) on sale of discontinued operations | $ (2,200) | ||||
Discontinued Operations, Disposed of by Sale | Horizon Americas | Brazil Business | |||||
Goodwill [Line Items] | |||||
Goodwill written off due to divestiture of business | $ 3,300 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance, beginning | $ 3,360 | $ 4,350 |
Foreign currency translation | (20) | (990) |
Divestiture of business | (3,340) | |
Balance, ending | 0 | 3,360 |
Horizon Americas | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 3,360 | 4,350 |
Foreign currency translation | (20) | (990) |
Divestiture of business | (3,340) | |
Balance, ending | 0 | 3,360 |
Horizon Europe‑Africa | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 0 | 0 |
Foreign currency translation | 0 | 0 |
Divestiture of business | 0 | |
Balance, ending | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 186,260 | $ 188,820 |
Finite-lived intangible assets, accumulated amortization | (158,250) | (152,000) |
Finite-lived intangible assets, net | 28,010 | 36,820 |
Total finite and indefinite-lived other intangible assets, gross carrying amount | 207,160 | 210,230 |
Total intangible assets, net | 48,910 | 58,230 |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 20,900 | 21,410 |
Useful Life Two To Twenty Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 162,390 | 166,420 |
Finite-lived intangible assets, accumulated amortization | (137,420) | (135,140) |
Finite-lived intangible assets, net | 24,970 | 31,280 |
Useful Life Three to Fifteen Years [Member] | Technology and Other Intangible Assets [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 23,870 | 22,250 |
Finite-lived intangible assets, accumulated amortization | (20,830) | (16,710) |
Finite-lived intangible assets, net | $ 3,040 | 5,540 |
Useful Life One To Eight Years [Member] | Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 150 | |
Finite-lived intangible assets, accumulated amortization | (150) | |
Finite-lived intangible assets, net | $ 0 | |
Minimum | Useful Life Two To Twenty Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 2 years | 2 years |
Minimum | Useful Life Three to Fifteen Years [Member] | Technology and Other Intangible Assets [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 3 years | 3 years |
Minimum | Useful Life One To Eight Years [Member] | Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 1 year | |
Maximum | Useful Life Two To Twenty Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 20 years | 20 years |
Maximum | Useful Life Three to Fifteen Years [Member] | Technology and Other Intangible Assets [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 15 years | 15 years |
Maximum | Useful Life One To Eight Years [Member] | Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-Lived Intangible Assets, Useful Life | 8 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Other Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 7,320 | $ 6,620 |
Cost of sales | Technology and Other [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | 3,080 | 1,160 |
Selling, general and administrative expenses | Customer Relationships [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 4,240 | $ 5,460 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2022 | $ 4,840 |
2023 | 4,490 |
2024 | 4,380 |
2025 | 4,160 |
2026 | $ 2,630 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 85,770 | $ 58,600 |
Work in process | 15,570 | 13,070 |
Raw materials | 61,490 | 43,650 |
Total | $ 162,830 | $ 115,320 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 157,800 | $ 158,310 |
Less: Accumulated depreciation | (86,190) | (84,220) |
Property and equipment, net | 71,610 | 74,090 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 480 | 520 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,210 | 23,040 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 135,110 | $ 134,750 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation Expense [Line Items] | ||
Depreciation expense | $ 14,680 | $ 16,290 |
Cost of sales | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | 13,430 | 15,210 |
Selling, general and administrative expenses | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | $ 1,250 | $ 1,080 |
Accrued and Other Long-term L_3
Accrued and Other Long-term Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | ||
Customer incentives | $ 13,030 | $ 15,870 |
Accrued compensation | 7,520 | 12,130 |
Accrued transportation costs | 5,600 | 4,260 |
Short-term tax liabilities | 3,530 | 5,570 |
Accrued interest expense | 3,430 | 4,510 |
Customer claims | 2,900 | 6,520 |
Accrued professional services | 1,700 | 1,510 |
Litigation settlements | 1,290 | 1,600 |
Restructuring | 0 | 650 |
Deferred purchase price | 0 | 1,370 |
Other | 5,870 | 5,110 |
Total | $ 44,870 | $ 59,100 |
Accrued and Other Long-term L_4
Accrued and Other Long-term Liabilities - Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities [Abstract] | ||
Litigation settlements | $ 1,820 | $ 2,930 |
Long-term tax liabilities | 130 | 130 |
Deferred purchase price | 0 | 1,650 |
Restructuring | 0 | 1,070 |
Other | 6,970 | 8,780 |
Other long-term liabilities | $ 8,920 | $ 14,560 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 300,850 | $ 266,080 |
Short-term borrowings and current maturities, long-term debt | 3,780 | 14,120 |
Gross long-term debt | 297,070 | 251,960 |
Unamortized debt issuance costs and discount | (26,520) | (20,570) |
Long-term Debt | 270,550 | 231,390 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 58,050 | 24,230 |
Senior Term Loan | ||
Debt Instrument [Line Items] | ||
Total | 100,000 | 0 |
Unamortized debt issuance costs and discount | (22,170) | 0 |
Replacement Term Loan | ||
Debt Instrument [Line Items] | ||
Total | 0 | 90,210 |
Unamortized debt issuance costs and discount | 0 | (9,100) |
Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Total | 125,000 | 125,000 |
Unamortized debt issuance costs and discount | (4,350) | (11,470) |
Long-term Debt | 120,600 | 113,500 |
Paycheck Protection Plan | ||
Debt Instrument [Line Items] | ||
Total | 1,230 | 8,670 |
Bank facilities, capital leases and other long-term debt | ||
Debt Instrument [Line Items] | ||
Total | $ 16,570 | $ 17,970 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) - Revolving Credit Facility, ABL Facility [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 22, 2015 | |
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 80,000,000 | ||
Debt extinguishment related to unamortized debt issuance costs in interest expense | $ 800,000 | ||
Costs associated with extinguishment of debt | 600,000 | ||
Amortization of debt issuance costs | $ 0 | $ 400,000 |
Long-term Debt - Revolving Cred
Long-term Debt - Revolving Credit Facility (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 17, 2021 | Apr. 19, 2021 | Dec. 22, 2015 |
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | $ 800,000 | $ 1,100,000 | |||||
Long-term debt, gross | 300,850,000 | 266,080,000 | |||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 75,000,000 | $ 95,000,000 | $ 85,000,000 | ||||
Incremental increase in borrowing capacity | 5,000,000 | ||||||
Maximum incremental increase in borrowing capacity available | 25,000,000 | ||||||
Debt Covenant, Maximum Capital Expenditures | 30,000,000 | ||||||
Debt issuance costs | $ 2,300,000 | ||||||
Amortization of debt issuance costs | 600,000 | 1,200,000 | |||||
Long-term debt, gross | 58,050,000 | 24,230,000 | |||||
Credit facility, remaining borrowing capacity | 27,400,000 | ||||||
Letters of credit, outstanding | $ 2,100,000 | 3,100,000 | |||||
Percentage of cash collateral required | 105.00% | ||||||
Debt Instrument, Collateral Amount | $ 4,900,000 | 5,100,000 | |||||
Revolving Credit Facility | Other Letter Of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit, outstanding | 4,200,000 | 4,900,000 | |||||
Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Revolving Credit Facility | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||
Revolving Credit Facility | LIBOR | Minimum | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.50% | ||||||
Revolving Credit Facility | LIBOR | Maximum | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Revolving Credit Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Revolving Credit Facility, ABL Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, maximum borrowing capacity | $ 80,000,000 | ||||||
Amortization of debt issuance costs | $ 0 | 400,000 | |||||
Credit facility, remaining borrowing capacity | $ 38,400,000 |
Long-term Debt - First Lien Ter
Long-term Debt - First Lien Term Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | |||
Paid-in-kind interest | $ 650,000 | $ 8,120,000 | |
First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 200,000,000 | ||
Paid-in-kind interest | 0 | 400,000 | |
Amortization of debt issuance costs | $ 0 | $ 200,000 |
Long-term Debt - Second Lien Te
Long-term Debt - Second Lien Term Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 02, 2021 | Mar. 31, 2019 | |
Short-term Debt [Line Items] | ||||
Paid-in-kind interest | $ 650 | $ 8,120 | ||
Long-term debt, gross | 300,850 | 266,080 | ||
Second Lien Term Loan | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, face amount | $ 51,000 | |||
Amortization of debt issuance costs | 0 | 2,700 | ||
Paid-in-kind interest | 0 | $ 3,400 | ||
Senior Term Loan Credit Agreement [Member] | ||||
Short-term Debt [Line Items] | ||||
Amortization of debt issuance costs | 2,500 | |||
Debt issuance costs | $ 5,400 | |||
Initial debt issuance costs | 3,000 | |||
Total Debt Issuance Costs, Net | 8,400 | |||
Debt instrument, unamortized discount and debt issuance cost | 22,200 | |||
Long-term debt, gross | $ 100,000 | |||
Percentage of par value | 102.10% | |||
Senior Term Loan Warrants | ||||
Short-term Debt [Line Items] | ||||
Amortization of equity discount related to debt | $ 1,300 | |||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 17,600 |
Long-term Debt - Replacement Te
Long-term Debt - Replacement Term Loan (Details) - USD ($) $ in Thousands | Jul. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||
Paid-in-kind interest | $ 650 | $ 8,120 | |
Replacement Term Loan | |||
Short-term Debt [Line Items] | |||
Debt instrument, face amount | 90,200 | ||
Amortization of debt issuance costs | 400 | 2,300 | |
Debt instrument, unamortized discount and debt issuance cost | 9,100 | ||
Paid in kind interest rate, closing fee | 1.00% | ||
Prepayment penalty as a percentage of aggregate principal | 3.00% | ||
Paid-in-kind interest | 700 | $ 4,300 | |
Debt instrument, interest rate, effective percentage | 4.00% | ||
Write off of debt issuance costs | 8,900 | ||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | 11,700 | ||
Percentage of par value | 103.60% | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 2,800 | ||
Replacement Term Loan | Selling, general and administrative expenses | |||
Short-term Debt [Line Items] | |||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 200 | ||
Replacement Term Loan | LIBOR | |||
Short-term Debt [Line Items] | |||
Debt instrument, basis spread on variable rate | 10.75% | ||
Replacement Term Loan | LIBOR | Minimum | |||
Short-term Debt [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% |
Long-term Debt - Senior Term Lo
Long-term Debt - Senior Term Loan Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 02, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2019 |
Schedule of Debt Instruments [Line Items] | |||||
Exercise price (in usd per share) | $ 9 | $ 1.50 | |||
Unamortized debt issuance costs | $ 0.8 | $ 1.1 | |||
Senior Term Loan Credit Agreement [Member] | |||||
Schedule of Debt Instruments [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 100 | ||||
Incremental borrowing base | $ 125 | ||||
Line Of Credit, Ticking Fee Percentage | 0.25% | ||||
Option to purchase shares (in shares) | 3,905,486 | ||||
Exercise price (in usd per share) | $ 9 | ||||
Long-term Debt, Fair Value | $ 82.4 | ||||
Debt issuance costs | 5.4 | ||||
Unamortized debt issuance costs | $ 7.1 | ||||
Senior Term Loan Credit Agreement [Member] | Debt Instrument, Secured Net Leverage Ratio | |||||
Schedule of Debt Instruments [Line Items] | |||||
Secured Net Leverage Ratio | 6.50 | ||||
Senior Term Loan Credit Agreement [Member] | Debt Instrument, Capital Expenditures Covenant | |||||
Schedule of Debt Instruments [Line Items] | |||||
Maximum capital expenditures allowed under financial covenant | $ 27.5 | ||||
Line of Credit Facility, Carryforward Amount, Percent | 50.00% | ||||
Senior Term Loan Credit Agreement [Member] | Debt Instrument, Call Premium | |||||
Schedule of Debt Instruments [Line Items] | |||||
Debt Instrument, Call Premium, Percent | 2.50% | ||||
Senior Term Loan Credit Agreement [Member] | LIBOR | |||||
Schedule of Debt Instruments [Line Items] | |||||
Debt instrument, basis spread on variable rate | 7.50% | ||||
Senior Term Loan Credit Agreement [Member] | LIBOR | Minimum | |||||
Schedule of Debt Instruments [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
Senior Term Loan Warrants | |||||
Schedule of Debt Instruments [Line Items] | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 17.6 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes (Details) | Feb. 01, 2017USD ($)day$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 270,550,000 | $ 231,390,000 | |
Unamortized debt issuance costs and discount | 26,520,000 | 20,570,000 | |
Long-term debt, gross | 300,850,000 | 266,080,000 | |
Common Stock Warrants | |||
Debt Instrument [Line Items] | |||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 5,005,000 | ||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 29.60 | ||
Equity Issuance Cost | $ 500,000 | ||
Proceeds from Issuance of Warrants | $ 21,500,000 | ||
Convertible Note Hedge [Member] | |||
Debt Instrument [Line Items] | |||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 5,005,000 | ||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 24.98 | ||
Derivative, premium paid | $ 29,000,000 | ||
Derivative, Cost of Hedge Net of Cash Received | 7,500,000 | ||
Equity Issuance Cost | $ 700,000 | ||
Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||
Debt instrument, face amount | $ 125,000,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 5,005,000,000 | ||
Debt Instrument, convertible, conversion price (in usd per share) | $ / shares | $ 24,980 | ||
Debt Instrument, Convertible, Threshold Trading Days | day | 20 | ||
Period of trading days used to calculate TSR (in trading days) | day | 30 | ||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | ||
Percentage Of Closing Sale Price In Excess Of Convertible Notes | 98.00% | ||
Debt Instrument, Issuance Costs, Debt and Equity Components | 3,900,000 | ||
Debt issuance costs | 2,900,000 | ||
Long-term Debt | 120,600,000 | 113,500,000 | |
Unamortized debt issuance costs and discount | 4,350,000 | 11,470,000 | |
Initial equity component of the 2.75% Convertible Senior Notes due 2022, net of issuance costs and tax | 1,000,000 | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 20,000,000 | 20,000,000 | |
Interest Expense, Debt | 10,560,000 | 10,058,000 | |
Long-term debt, gross | 125,000,000 | 125,000,000 | |
Convertible Notes Payable | Significant Other Observable Inputs (Level 2) [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | $ 121,600,000 | $ 113,300,000 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest and Amortization on Convertible Debt (Details) - Convertible Notes Payable - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Contractual interest coupon on convertible debt | $ 3,440 | $ 3,457 |
Amortization of debt issuance costs | 530 | 530 |
Amortization of equity discount related to debt | 6,590 | 6,071 |
Total | $ 10,560 | $ 10,058 |
Long-term Debt - Paycheck Prote
Long-term Debt - Paycheck Protection Program Loan (Details) - Paycheck Protection Plan - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | Apr. 18, 2020 | |
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 8,700 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||
Debt Instrument, Face Amount, Amount Approved For Loan Forgiveness, Principal | $ 7,400 | |||
Debt Instrument, Face Amount, Amount Approved For Loan Forgiveness, Interest | 100 | |||
Gain (loss) on debt extinguishment | 7,530 | $ 0 | ||
Debt Instrument, Face Amount, Portion Not Forgiven | $ 1,300 |
Long-term Debt - Long-term Debt
Long-term Debt - Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Fiscal Year Maturity | ||
2022 | $ 128,780 | |
2023 | 2,160 | |
2024 | 60,120 | |
2025 | 1,810 | |
2026 | 570 | |
Thereafter | 107,410 | |
Total | $ 300,850 | $ 266,080 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Renewal term for operating leases | 5 years | |
Termination term | 1 year | |
Operating lease cost | $ 14,450 | $ 14,970 |
Operating cash flows from operating leases | 13,600 | 16,050 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 1,160 | $ 9,940 |
Weighted average remaining lease term | 5 years 1 month 6 days | 6 years |
Weighted average discount rate | 8.40% | 8.40% |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 7 years |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 14,180 |
2023 | 11,400 |
2024 | 9,100 |
2025 | 8,310 |
2026 | 6,970 |
2027 and thereafter | 7,690 |
Total lease payments | 57,650 |
Less imputed interest | (10,710) |
Present value of lease liabilities | $ 46,940 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Apr. 29, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||
Settlement amount | $ 4.4 | |||
Accrued Liabilities [Member] | ||||
Loss Contingencies [Line Items] | ||||
Liabilities for patent infringement | $ 0.9 | $ 1 | ||
Other Noncurrent Liabilities [Member] | ||||
Loss Contingencies [Line Items] | ||||
Liabilities for patent infringement | 1.8 | 2.9 | ||
Prepaid expenses and other current assets [Member] | ||||
Loss Contingencies [Line Items] | ||||
Estimated Litigation Asset | 0.9 | 0.9 | ||
Other Assets | ||||
Loss Contingencies [Line Items] | ||||
Estimated Litigation Asset | 1 | 1.8 | ||
Cost of sales | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency charges | $ 1.5 | $ 0.6 | $ 0.5 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share Attributable to Horizon Global (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss from continuing operations | $ (33,120) | $ (37,480) | |
Loss from discontinued operations, net of income tax | $ (500) | 0 | (500) |
Less: Net loss attributable to noncontrolling interest | (1,400) | (1,420) | |
Net loss attributable to Horizon Global | $ (31,720) | $ (36,560) | |
Weighted average common shares, basic (in shares) | 27,086,876 | 25,797,529 | |
Dilutive effect of stock-based awards (in shares) | 0 | 0 | |
Weighted average shares outstanding, diluted (in shares) | 27,086,876 | 25,797,529 | |
Basic loss per share attributable to Horizon Global | |||
Continuing operations (in usd per share) | $ (1.17) | $ (1.40) | |
Discontinued operations (in usd per share) | 0 | (0.02) | |
Total (in usd per share) | (1.17) | (1.42) | |
Diluted loss per share attributable to Horizon Global | |||
Continuing operations (in usd per share) | (1.17) | (1.40) | |
Discontinued operations (in usd per share) | 0 | (0.02) | |
Total (in usd per share) | $ (1.17) | $ (1.42) |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 18,961 | 18,961 |
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 | 1,837,937 | 1,823,573 |
Convertible Notes Payable | ||
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 |
Convertible Note 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 |
Second Lien Term Loan Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8,916,274 | 6,280,251 |
Minimum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of options (in usd per share) | $ 9.20 | $ 9.20 |
Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of options (in usd per share) | $ 11.02 | $ 11.02 |
Equity Awards - Equity Awards N
Equity Awards - Equity Awards Narrative (Details) shares in Millions | Dec. 31, 2021shares |
Horizon 2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares approved for issuance (in shares) | 4.1 |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) | Dec. 31, 2021USD ($) |
Share-based Payment Arrangement [Abstract] | |
Options Aggregate Intrinsic Value | $ 0 |
Equity Awards - Stock Option Ac
Equity Awards - Stock Option Activity Table (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options Outstanding, beginning balance | shares | 18,961 |
Number of Options Granted | shares | 0 |
Number of Options Exercised | shares | 0 |
Number of Options Cancelled | shares | 0 |
Number of Options Expired | shares | 0 |
Number of Options Outstanding, ending balance | shares | 18,961 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Options Outstanding, Weighted Average Price, beginning | $ / shares | $ 10.43 |
Exercise price, Weighted Average Price | $ / shares | 0 |
Options Exercised, Weighted Average Price | $ / shares | 0 |
Options Cancelled, Weighted Average Price | $ / shares | 0 |
Options Expired, Weighted Average Price | $ / shares | 0 |
Options Outstanding, Weighted Average Price, ending | $ / shares | $ 10.43 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |
Options Average Remaining Contractual Life (Years) | 4 years |
Options Aggregate Intrinsic Value | $ | $ 0 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 532,899 | |
Unrecognized Compensation Cost | $ 3.9 | |
Period for Recognition of Share-based Compensation Cost Not yet Recognized | 1 year 9 months 18 days | |
Restricted shares-based compensation expense | $ 3.5 | $ 2.7 |
Restricted Stock and Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 1,502,072 | |
Share-based Payment Arrangement, Tranche One [Member] | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 83,482 | 284,859 |
Share-based Payment Arrangement, Tranche Two [Member] | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 153,563 | 277,228 |
Share-based Payment Arrangement, Tranche Three [Member] | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 21,351 | |
Share-based Payment Arrangement, Tranche Three [Member] | Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 230,350 | |
Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 65,504 | |
Share-based Compensation Award, Tranche Four [Member] | Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 918,634 |
Equity Awards - Restricted Sh_2
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Unvested Restricted Shares Outstanding, beginning balance | shares | 1,800,682 |
Number of Unvested Restricted Shares Granted | shares | 532,899 |
Number of Unvested Restricted Shares Vested | shares | (499,826) |
Number of Unvested Restricted Shares Canceled, Forfeited | shares | (71,669) |
Number of Unvested Restricted Shares Outstanding, ending balance | shares | 1,762,086 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, beginning | $ / shares | $ 3.14 |
Unvested Restricted Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 8.98 |
Unvested Restricted Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 2.64 |
Unvested Restricted Shares Canceled, Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 5 |
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, ending | $ / shares | $ 4.97 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Common stock, shares issued (in shares) | 27,973,153 | 27,089,673 | ||
Common stock, shares outstanding (in shares) | 27,286,647 | 26,403,167 | ||
Class Of Warrant Or RIght, Number Of Warrants Authorized To Be Issued | 3,905,486 | 6,250,000 | ||
Exercise price (in usd per share) | $ 9 | $ 1.50 | ||
Class of Warrant or Right, Outstanding | 9,231,146 | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,228,490 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 972,924 | 278,283 | ||
Paid-in Capital | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Exercise of common stock warrants | $ 0.3 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balances | $ (23,850) | $ 8,600 |
Ending balances | (40,250) | (23,850) |
Foreign Currency Translation and Other | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balances | (6,540) | (9,790) |
Net unrealized gains arising during the period | (3,170) | 3,250 |
Net change | (3,170) | 3,250 |
Ending balances | $ (9,710) | $ (6,540) |
Segment Information - Operating
Segment Information - Operating Segment Activity and Net Assets (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Number of Operating Segments | segment | 2 | ||
Net sales | $ 782,120 | $ 661,230 | |
Operating Loss | 7,220 | (6,910) | |
Capital Expenditures | 20,460 | 13,310 | |
Depreciation and Amortization | 22,000 | 22,910 | |
Total Assets | 438,920 | 456,490 | |
Loss from discontinued operations, net of income tax | $ (500) | 0 | (500) |
Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Operating Loss | (24,830) | (26,470) | |
Capital Expenditures | 0 | 0 | |
Depreciation and Amortization | 180 | 210 | |
Total Assets | 15,500 | 37,020 | |
Horizon Americas | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Net sales | 456,410 | 382,380 | |
Horizon Americas | Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Net sales | 456,410 | 382,380 | |
Operating Loss | 42,580 | 27,950 | |
Capital Expenditures | 7,850 | 3,670 | |
Depreciation and Amortization | 7,520 | 8,420 | |
Total Assets | 249,610 | 212,570 | |
Horizon Europe‑Africa | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Net sales | 325,710 | 278,850 | |
Horizon Europe‑Africa | Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Net sales | 325,710 | 278,850 | |
Operating Loss | (10,530) | (8,390) | |
Capital Expenditures | 12,610 | 9,640 | |
Depreciation and Amortization | 14,300 | 14,280 | |
Total Assets | $ 173,810 | $ 206,900 |
Segment Information - Revenues
Segment Information - Revenues and Operating Net Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 782,120 | $ 661,230 |
Property and equipment, net | 71,610 | 74,090 |
Export Sales from the United States of America | 67,000 | 44,800 |
Total U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 444,040 | 370,840 |
Property and equipment, net | 24,780 | 22,720 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 244,580 | 207,450 |
Property and equipment, net | 30,880 | 36,690 |
Other Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 68,860 | 63,470 |
Property and equipment, net | 9,840 | 7,940 |
Other Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 12,370 | 11,540 |
Property and equipment, net | 1,830 | 2,400 |
South Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 12,270 | 7,930 |
Property and equipment, net | 4,280 | 4,340 |
Total non-U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 338,080 | 290,390 |
Property and equipment, net | $ 46,830 | $ 51,370 |
Income Taxes - Income Tax by Ju
Income Taxes - Income Tax by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | ||
Domestic | $ (12,860) | $ (22,430) |
Foreign | (20,420) | (16,630) |
Loss from continuing operations before income tax | $ (33,280) | $ (39,060) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax benefit (expense): | ||
Federal | $ 230 | $ 770 |
State and local | (240) | (180) |
Foreign | (1,500) | (1,070) |
Total current income tax (expense) | (1,510) | (480) |
Deferred income tax benefit: | ||
Federal | 110 | 170 |
State and local | 0 | 180 |
Foreign | 1,560 | 1,710 |
Total deferred income tax benefit | 1,670 | 2,060 |
Income tax benefit | $ 160 | $ 1,580 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Receivables, net | $ 550 | $ 510 |
Inventories | 2,070 | 2,310 |
Disallowed interest deduction | 31,850 | 25,690 |
Operating lease liabilities | 11,740 | 14,660 |
Accrued liabilities and other long-term liabilities | 5,980 | 8,890 |
Tax loss and credit carryforwards | 31,640 | 31,570 |
Gross deferred tax asset | 83,830 | 83,630 |
Valuation allowances | (61,860) | (55,180) |
Net deferred tax asset | 21,970 | 28,450 |
Deferred tax liabilities: | ||
Property and equipment, net | (730) | (2,090) |
Other intangibles, net | (10,840) | (12,270) |
Operating lease right-of-use assets | (9,470) | (11,870) |
Other | (1,100) | (4,070) |
Gross deferred tax liability | (22,140) | (30,300) |
Net deferred tax liability | $ (170) | $ (1,850) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 61,860 | $ 55,180 | |
Unrecognized Tax Benefits | 90 | 220 | $ 210 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense (Benefit) | (100) | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Payable | 100 | 200 | |
Income Tax Expense (Benefit) | (160) | (1,580) | |
Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating Loss Carryforwards | 37,900 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating Loss Carryforwards | 51,500 | ||
Foreign Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating Loss Carryforwards | 77,500 | ||
Deferred Tax Assets, Valuation Allowance | 800 | $ 500 | |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 100 | ||
Income Tax Expense (Benefit) | $ (2,600) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense Reconciliation to Federal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation | ||
U.S. federal statutory rate | 21.00% | 21.00% |
Tax at U.S. federal statutory rate | $ 6,990 | $ 8,210 |
State and local taxes, net of federal tax benefit (expense) | (220) | 1,390 |
Differences in statutory foreign tax rates | 1,660 | 2,810 |
Uncertain tax positions | 240 | (20) |
Gain on debt extinguishment of PPP Loan | 1,580 | 0 |
Tax credits | 360 | 250 |
Net change in valuation allowance | (9,170) | (4,030) |
Restructuring charges | (870) | (5,030) |
Transition tax | 220 | 700 |
Other, net | (630) | (2,700) |
Income tax benefit | $ 160 | $ 1,580 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized Tax Benefits, Beginning | $ 220 | $ 210 |
Tax positions related to current year: | ||
Additions | 0 | 0 |
Reductions | 0 | 0 |
Tax positions related to prior years: | ||
Additions | 0 | 0 |
Reductions | 0 | 0 |
Settlements | 0 | 0 |
Lapses in the statutes of limitations | (120) | 0 |
Cumulative translation adjustment | 10 | |
Cumulative translation adjustment | (10) | |
Unrecognized Tax Benefits, Ending | $ 90 | $ 220 |
Other Expense, Net (Details)
Other Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Foreign currency (loss) gain | $ (4,120) | $ 910 |
Net loss on disposition of business | (3,240) | 0 |
Customer early pay discounts | (960) | (1,410) |
Other, net | (90) | 30 |
Total | $ (8,410) | $ (470) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 10, 2022 | Feb. 28, 2021 | Mar. 31, 2019 |
Subsequent Event [Line Items] | |||
Exercise price (in usd per share) | $ 9 | $ 1.50 | |
Subsequent Event | Senior Term Loan Credit Agreement Amendments | |||
Subsequent Event [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 35 | ||
Option to purchase shares (in shares) | 975,000 | ||
Exercise price (in usd per share) | $ 9 | ||
Paid in-kind interest rate | 11.00% | ||
Debt issuance costs | $ 1.4 | ||
Subsequent Event | Senior Term Loan Credit Agreement Amendments | Series B Preferred Stock | |||
Subsequent Event [Line Items] | |||
Value of shares reserved for future issuance | $ 40 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
BALANCE AT BEGINNING OF PERIOD | $ 2,730 | $ 3,210 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | (50) | 860 |
OTHER | 680 | (10) |
DEDUCTIONS | (530) | (1,330) |
BALANCE AT END OF PERIOD | 2,830 | 2,730 |
Reserve for inventory valuation | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
BALANCE AT BEGINNING OF PERIOD | 13,610 | 17,980 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | (4,410) | (4,310) |
OTHER | 0 | 10 |
DEDUCTIONS | (70) | (70) |
BALANCE AT END OF PERIOD | 9,130 | 13,610 |
Deferred tax valuation allowance | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
BALANCE AT BEGINNING OF PERIOD | 55,180 | 50,370 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | 760 | 520 |
OTHER | 5,920 | 6,910 |
DEDUCTIONS | 0 | (2,620) |
BALANCE AT END OF PERIOD | $ 61,860 | $ 55,180 |