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 |