Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 08, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 46.3 | ||
Entity Common Stock, Shares Outstanding | 26,921,182 | ||
Documents Incorporated by Reference | Portions of the Registrant’s Proxy Statement for the 2021 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 | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 44,970 | $ 11,770 |
Restricted cash | 5,720 | 0 |
Receivables, net | 87,420 | 71,680 |
Inventories | 115,320 | 136,650 |
Prepaid expenses and other current assets | 11,510 | 8,570 |
Total current assets | 264,940 | 228,670 |
Property and equipment, net | 74,090 | 75,830 |
Operating lease right-of-use assets | 47,310 | 45,770 |
Goodwill | 3,360 | 4,350 |
Other intangibles, net | 58,230 | 60,120 |
Deferred income taxes | 1,280 | 430 |
Other assets | 7,280 | 5,870 |
Total assets | 456,490 | 421,040 |
Current liabilities: | ||
Short-term borrowings and current maturities, long-term debt | 14,120 | 4,310 |
Accounts payable | 99,520 | 78,450 |
Short-term operating lease liabilities | 12,180 | 9,880 |
Accrued liabilities | 59,100 | 48,850 |
Total current liabilities | 184,920 | 141,490 |
Gross long-term debt | 251,960 | 236,550 |
Unamortized debt issuance costs and discount | (20,570) | (31,500) |
Gross long-term debt | 231,390 | 205,050 |
Deferred income taxes | 3,130 | 4,040 |
Long-term operating lease liabilities | 46,340 | 48,070 |
Other long-term liabilities | 14,560 | 13,790 |
Total liabilities | 480,340 | 412,440 |
Contingencies (See Note 14) | ||
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; 27,089,673 shares issued and 26,403,167 outstanding at December 31, 2020, and 26,073,894 shares issued and 25,387,388 outstanding at December 31, 2019 | 260 | 250 |
Common stock warrants issued, outstanding and exercisable for 5,815,039 and 6,487,674 shares of common stock at December 31, 2020 and December 31, 2019, respectively | 9,510 | 10,610 |
Paid-in capital | 166,610 | 163,240 |
Treasury Stock, Value | (10,000) | (10,000) |
Accumulated deficit | (178,530) | (141,970) |
Accumulated other comprehensive loss | (6,540) | (9,790) |
Total Horizon Global shareholders' (deficit) equity | (18,690) | 12,340 |
Noncontrolling interest | (5,160) | (3,740) |
Total shareholders' (deficit) equity | (23,850) | 8,600 |
Total liabilities and shareholders' equity | $ 456,490 | $ 421,040 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 27,089,673 | 26,073,894 |
Common stock, shares outstanding (in shares) | 26,403,167 | 25,387,388 |
Treasury stock (in shares) | 686,506 | 686,506 |
Common Stock Warrants | ||
Common stock, shares outstanding (in shares) | 5,815,039 | 6,487,674 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 661,230 | $ 690,450 |
Cost of sales | (540,680) | (594,220) |
Gross profit | 120,550 | 96,230 |
Selling, general and administrative expenses | (127,370) | (154,180) |
Net (loss) gain on dispositions of property and equipment | (90) | 780 |
Operating loss | (6,910) | (57,170) |
Other expense, net | (470) | (5,390) |
Interest expense | (31,680) | (58,270) |
Loss from continuing operations before income tax | (39,060) | (120,830) |
Income tax benefit | 1,580 | 10,820 |
Net loss from continuing operations | (37,480) | (110,010) |
(Loss) income from discontinued operations, net of income taxes | (500) | 189,520 |
Net (loss) income | (37,980) | 79,510 |
Less: Net loss attributable to noncontrolling interest | (1,420) | (1,240) |
Net (loss) income attributable to Horizon Global | $ (36,560) | $ 80,750 |
Basic: | ||
Continuing operations (in usd per share) | $ (1.40) | $ (4.30) |
Discontinued operations (in usd per share) | (0.02) | 7.49 |
Total (in usd per share) | (1.42) | 3.19 |
Diluted: | ||
Continuing operations (in usd per share) | (1.40) | (4.30) |
Discontinued operations (in usd per share) | (0.02) | 7.49 |
Total (in usd per share) | $ (1.42) | $ 3.19 |
Weighted average common shares outstanding: | ||
Weighted average common shares—basic (in shares) | 25,797,529 | 25,297,576 |
Weighted average common shares—diluted (in shares) | 25,797,529 | 25,297,576 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (37,980) | $ 79,510 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation and other | 3,250 | 1,650 |
Derivative instruments | 0 | (1,940) |
Total other comprehensive income (loss), net of tax | 3,250 | (290) |
Total comprehensive (loss) income | (34,730) | 79,220 |
Less: Comprehensive loss attributable to noncontrolling interest | (1,420) | (1,240) |
Comprehensive (loss) income attributable to Horizon Global | $ (33,310) | $ 80,460 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (37,980) | $ 79,510 |
Less: Net (loss) income from discontinued operations | (500) | 189,520 |
Net loss from continuing operations | (37,480) | (110,010) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used for) operating activities: | ||
Net loss (gain) on dispositions of property and equipment | 90 | (780) |
Depreciation | 16,290 | 15,940 |
Amortization of intangible assets | 6,620 | 5,750 |
Write off of operating lease assets | 0 | 10,780 |
Amortization of original issuance discount and debt issuance costs | 14,200 | 22,060 |
Deferred income taxes | (2,060) | (7,280) |
Non-cash compensation expense | 3,000 | 2,150 |
Paid-in-kind interest | 8,120 | 9,720 |
(Increase) decrease in receivables | (12,230) | 19,290 |
Decrease in inventories | 24,220 | 8,380 |
Increase in prepaid expenses and other assets | (4,900) | (2,990) |
Increase (decrease) in accounts payable and accrued liabilities | 24,590 | (30,140) |
Other, net | (1,370) | (11,350) |
Net cash provided by (used for) operating activities for continuing operations | 39,090 | (68,480) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (13,310) | (9,720) |
Net proceeds from sale of business | 0 | 214,570 |
Net proceeds from disposition of property and equipment | 90 | 1,620 |
Net cash (used for) provided by investing activities for continuing operations | (13,220) | 206,470 |
Cash Flows from Financing Activities: | ||
Proceeds from borrowing on credit facilities | 7,220 | 13,450 |
Repayments of borrowings on credit facilities | (4,800) | (7,490) |
Repayments of borrowings on First Lien Term Loan, including transaction fees | 0 | (173,430) |
Proceeds from Second Lien Term Loan, net of issuance costs | 0 | 35,500 |
Proceeds from Revolving Credit Facility, net of issuance costs | 54,680 | 0 |
Repayments of borrowings on Revolving Credit Facility | (32,760) | 0 |
Proceeds from ABL revolving debt, net of issuance costs | 8,000 | 79,790 |
Repayments of borrowings on ABL revolving debt | (27,920) | (123,240) |
Proceeds from Paycheck Protection Program Loan | 8,670 | 0 |
Proceeds from issuance of Series A Preferred Stock | 0 | 5,340 |
Proceeds from issuance of Warrants | 0 | 5,270 |
Other, net | (440) | 100 |
Net cash provided by (used for) financing activities for continuing operations | 12,650 | (164,710) |
Discontinued Operations: | ||
Net cash (used for) provided by discontinued operating activities | (500) | 11,430 |
Net cash used for discontinued investing activities | 0 | (1,120) |
Net cash provided by discontinued financing activities | 0 | 0 |
Net cash (used for) provided by discontinued operations | (500) | 10,310 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 900 | 530 |
Increase (decrease) for the year | 38,920 | (15,880) |
At beginning of year | 11,770 | 27,650 |
At end of year | 50,690 | 11,770 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 8,930 | 20,060 |
Cash paid for taxes, net of refunds | $ 1,560 | $ 80 |
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' (Deficit) Equity | Noncontrolling Interest |
Beginning balances at Dec. 31, 2018 | $ (66,220) | $ 250 | $ 0 | $ 160,990 | $ (10,000) | $ (222,720) | $ 7,760 | $ (63,720) | $ (2,500) |
Net income (loss) | 79,510 | 80,750 | 80,750 | (1,240) | |||||
Other comprehensive income (loss), net of tax | (290) | (290) | (290) | ||||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations | (10) | (10) | (10) | ||||||
Non-cash compensation expense | 2,150 | 2,150 | 2,150 | ||||||
Issuance of warrants and preferred stock | 10,720 | 10,720 | 10,720 | ||||||
Exercise of stock warrants | 0 | (110) | 110 | ||||||
Amounts reclassified from accumulated other comprehensive loss | (17,260) | (17,260) | (17,260) | ||||||
Ending balances at Dec. 31, 2019 | 8,600 | 250 | 10,610 | 163,240 | (10,000) | (141,970) | (9,790) | 12,340 | (3,740) |
Net income (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 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) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Horizon Global Corporation and its consolidated subsidiaries (“Horizon,” “Horizon Global,” “we,” or the “Company”) are a global designer, manufacturer and distributor of a wide variety of high quality, custom-engineered towing, trailering, cargo management and other related accessories. These products are designed to support automotive original equipment manufacturers (“automotive OEMs”) and automotive original equipment servicers (“automotive OESs”) (collectively, “OEs”), aftermarket and retail customers within the agricultural, automotive, construction, horse/livestock, industrial, marine, military, recreational, trailer and utility markets. The Company groups its business into operating segments generally by the region in which sales and manufacturing efforts are focused. As a result of the Company’s sale of its Horizon Asia-Pacific operating segment (“APAC”) in 2019, the Company’s operating segments are Horizon Americas and Horizon Europe‑Africa. See Note 18, Segment Information , for further information on each of the Company’s operating segments. APAC results are reported separately as discontinued operations in our consolidated financial statements for all periods presented. Discontinued operations are further discussed in Note 4, Discontinued Operations . |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements New accounting pronouncements not yet adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ,” 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 year ended December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 management of the Company to make estimates 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 and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, asset impairments, valuation of derivatives, estimates related to lease liability and operating lease right-of-use (“ROU”) asset valuations, estimated future unrecoverable lease costs, estimated uncertain tax positions, legal and product liability matters, valuation of debt instruments and warrants, assets and obligations related to employee benefits, and the respective allocation methods. Actual results may differ from such estimates and assumptions. 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 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 10, 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, 2020 and 2019, receivables were $87.4 million and $71.7 million, respectively, net of allowances for doubtful accounts of $2.7 million and $3.2 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 that significant credit risk exists due to its diverse customer base. Account Receivables Factoring. The Company has factoring arrangements with financial institutions to sell certain accounts receivables under certain non-recourse agreements. During the twelve months ended December 31, 2020 and 2019, total receivables sold under the factoring arrangements were $237.1 million and $258.4 million, respectively. The sales of accounts receivable 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, 2020 and 2019, the holdback amounts due from the factoring institutions were $8.7 million and $5.7 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, 2020 and 2019, total factoring fees were $1.0 million for each period. 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 Building and Land/Building Improvements 10 - 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 our 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 our consolidated balance sheets. Short-term leases with terms of twelve months or less are not recognized on the balance sheet and are expensed over the lease term. ROU assets represent our 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. As most of our leases do not provide an implicit rate, we generally use our 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. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. 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. For purposes of the Company’s annual goodwill impairment test, the Company had one reporting unit with a goodwill balance which is also one of its operating segments, Horizon Americas. This reporting unit had goodwill of $3.1 million at the 2020 annual test for impairment. See Note 6, 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 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 6, 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 consideration 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. For the twelve months ended December 31, 2020 and 2019, 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, 2020 and 2019, R&D expenses were $13.3 million and $13.2 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, 2020 and 2019, other shipping and handling costs were $17.0 million and $20.6 million, respectively. Advertising and Sales Promotion Costs. Advertising and sales promotion costs are expensed as incurred. During the twelve months ended December 31, 2020 and 2019, advertising and sales promotion costs were $2.6 million and $2.3 million, respectively, 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 Translation. 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. Foreign Currency Remeasurement. 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. Additionally, gains and losses resulting from transactions denominated in a currency other than the functional currency are recorded as transaction gains and losses as a component of other expense, net in the consolidated statements of operations. During the twelve months ended December 31, 2020 and 2019, net foreign currency transaction gains were $0.9 million and $0.1 million, 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 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. There were no outstanding derivatives contracts at December 31, 2020 and 2019. Earnings (Loss) Per Share. Basic earnings (loss) per share (“EPS”) is computed based upon the weighted average number of common shares outstanding for each period. Diluted EPS is computed based on the weighted average number of common shares and common equivalent shares outstanding for each period. Common equivalent shares represent the effect of stock-based awards, warrants, and convertible notes during each period presented, which, if exercised, earned, or converted, would have a dilutive effect on EPS. Dilutive EPS is calculated to give effect to stock options and warrants, restricted shares outstanding, and convertible notes during each period. Loss per share excludes certain dilutive securities as inclusion results in an anti-dilutive effect. 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, management takes into consideration factors such as our 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 14, 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 and changes in unrealized gains and losses on forward currency contracts and cross currency swaps. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On September 19, 2019, the Company completed the sale of its subsidiaries that comprised APAC to Hayman Pacific BidCo Pty Ltd., an affiliate of Pacific Equity Partners, for $209.6 million in net cash proceeds after payment of transaction costs, in a net debt free sale. The sale resulted in the recognition of a gain of $180.5 million, of which $17.3 million was related to the cumulative translation adjustment that was reclassified to earnings, which is reflected within the income from discontinued operations, net of income taxes line of the consolidated statements of operations. The Company has classified APAC’s operating results and the gain on the sale as discontinued operations in the accompanying consolidated statements of operations for all periods presented in accordance with ASC 205, “ Discontinued Operations .” Prior to the sale, APAC was included as a separate operating segment. In the first quarter of 2020, the remaining post-closing conditions of the sale were completed, resulting in a true up to net cash proceeds, for which we recognized a loss on sale of discontinued operations of $0.5 million. The Company’s results from discontinued operations through the date of sale of APAC, September 19, 2019 are as follows: Twelve Months Ended (dollars in thousands) Net sales $ 92,300 Cost of sales (68,530) Gross profit 23,770 Selling, general and administrative expenses (9,580) Other expense, net (400) Interest expense (310) Income before income tax expense 13,480 Income tax expense (4,450) Gain on sale of discontinued operations 180,490 Income from discontinued operations, net of income taxes $ 189,520 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The Company disaggregates revenue from contracts with customers by major sales channel. The Company determined that disaggregating revenue into these categories best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The automotive OEM channel represents sales to automotive vehicle manufacturers. The automotive OES channel primarily represents sales to automotive vehicle dealerships. The aftermarket channel represents sales to automotive installers and warehouse distributors. The retail channel represents sales to direct-to-consumer retailers. The industrial channel represents sales to non-automotive manufacturers and dealers of agricultural equipment, trailers, and other custom assemblies. The e-commerce channel represents sales to direct-to-consumer retailers who utilize the Internet to purchase the Company’s products. The other channel represents sales that do not fit into a category described above and these sales are considered ancillary to the Company’s core operating activities. The Company’s net sales by segments and disaggregated by major sales channel are as follows: Twelve Months Ended Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 77,280 $ 149,850 $ 227,130 Automotive OES 8,310 50,290 58,600 Aftermarket 114,750 73,010 187,760 Retail 100,660 — 100,660 Industrial 27,480 1,670 29,150 E-commerce 53,850 1,570 55,420 Other 50 2,460 2,510 Total $ 382,380 $ 278,850 $ 661,230 Twelve Months Ended Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 87,700 $ 181,490 $ 269,190 Automotive OES 6,950 58,080 65,030 Aftermarket 96,910 69,370 166,280 Retail 105,970 — 105,970 Industrial 29,390 2,850 32,240 E-commerce 45,750 1,880 47,630 Other 50 4,060 4,110 Total $ 372,720 $ 317,730 $ 690,450 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The novel coronavirus (“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 the year, 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 during the remainder of 2020 to reflect the uncertainty surrounding the full impact of the COVID-19 pandemic. Future events and changing market conditions, including operating restrictions may, however, lead the Company to re-evaluate the assumptions that have been used to test for goodwill impairment, including key assumptions used in the expected Adjusted EBITDA margin, cash flows and discount rate, as well as other assumptions with respect to matters outside of the Company’s control, such as currency rates and the aforementioned geographical government shutdowns and operating restrictions. Adjusted EBITDA is defined as net income 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, 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, 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 our 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 and 2019, 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. Changes in the carrying amount of goodwill are as follows: Horizon Americas Horizon Europe‑Africa Total (dollars in thousands) Balances at January 1, 2019 $ 4,500 $ — $ 4,500 Foreign currency translation (150) — (150) Balances at December 31, 2019 4,350 — 4,350 Foreign currency translation (990) — (990) Balances at December 31, 2020 $ 3,360 $ — $ 3,360 The gross carrying amounts and accumulated amortization of the Company’s other intangible assets are as follows: 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) — Total finite-lived intangible assets 188,820 (152,000) 36,820 Trademark/Trade names, indefinite-lived 21,410 — 21,410 Total other intangible assets $ 210,230 $ (152,000) $ 58,230 December 31, 2019 Intangible Category by Useful Life Gross Carrying Accumulated Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships, 2 - 20 years $ 164,150 $ (129,310) $ 34,840 Technology and other, 3 - 15 years 21,420 (17,260) 4,160 Trademark/Trade names, 1 - 8 years 150 (150) — Total finite-lived intangible assets 185,720 (146,720) 39,000 Trademark/Trade names, indefinite-lived 21,120 — 21,120 Total other intangible assets $ 206,840 $ (146,720) $ 60,120 On March 1, 2019, the Company entered into an agreement of sale of certain business assets in its Horizon Europe-Africa operating segment, via a share and asset sale (the “Sale”). Under the terms of the Sale, effective March 1, 2019, the Company disposed of certain non-automotive business assets that operated using the Terwa brand for $5.5 million, which included a $0.5 million note receivable. The Sale resulted in a $3.6 millions loss recorded in other expense, net in the consolidated statements of operations, including a $3.0 million reduction of net intangibles related to customer relationships. Amortization expense related to other intangible assets as included in the accompanying consolidated statements of operations are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Technology and other, included in cost of sales $ 1,160 $ 530 Customer relationships, included in selling, general and administrative expenses 5,460 5,220 Total amortization expense $ 6,620 $ 5,750 Estimated amortization expense for the next five fiscal years beginning after December 31, 2020 are as follows: Twelve Months Ended Estimated Amortization Expense (dollars in thousands) 2021 $ 4,860 2022 $ 4,550 2023 $ 4,280 2024 $ 4,050 2025 $ 3,990 The Company performed an annual qualitative indefinite-lived impairment assessment as of October 1, 2020 and 2019. The assessment indicated that it was more likely than not that the fair value of each of the indefinite-lived intangible assets exceeded its respective carrying value. We do not believe there is risk for impairment as of December 31, 2020. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following components: December 31, 2020 2019 (dollars in thousands) Finished goods $ 58,600 $ 82,080 Work in process 13,070 12,820 Raw materials 43,650 41,750 Total inventories $ 115,320 $ 136,650 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following components: December 31, 2020 2019 (dollars in thousands) Land and land improvements $ 520 $ 470 Buildings 23,040 21,290 Machinery and equipment 134,750 121,740 Total property and equipment 158,310 143,500 Accumulated depreciation (84,220) (67,670) Property and equipment, net $ 74,090 $ 75,830 Depreciation expense as included in the accompanying consolidated statements of operations are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Depreciation expense, included in cost of sales $ 15,210 $ 13,360 Depreciation expense, included in selling, general and administrative expenses 1,080 2,580 Total depreciation expense $ 16,290 $ 15,940 |
Accrued and Other Long-term Lia
Accrued and Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued and Other Long-term Liabilities | Accrued and Other Long-term Liabilities Accrued liabilities consist of the following components: December 31, 2020 2019 (dollars in thousands) Customer incentives $ 15,870 $ 14,270 Accrued compensation 12,130 6,760 Customer claims 6,520 7,540 Short-term tax liabilities 5,570 90 Litigation settlements 1,600 1,110 Accrued professional services 1,510 3,680 Deferred purchase price 1,370 790 Restructuring 650 2,340 Other 13,880 12,270 Total accrued liabilities $ 59,100 $ 48,850 Other long-term liabilities consist of the following components: December 31, 2020 2019 (dollars in thousands) Litigation settlements $ 2,930 $ — Deferred purchase price 1,650 2,370 Restructuring 1,070 1,600 Long-term tax liabilities 130 340 Other 8,780 9,480 Total other long-term liabilities $ 14,560 $ 13,790 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following components: December 31, 2020 2019 (dollars in thousands) Revolving Credit Facility $ 24,230 $ — ABL Facility — 20,020 Replacement Term Loan 90,210 — First Lien Term Loan — 25,210 Second Lien Term Loan — 56,960 Convertible Notes 125,000 125,000 Paycheck Protection Program Loan 8,670 — Bank facilities, capital leases and other long-term debt 17,970 13,670 Gross debt 266,080 240,860 Less: Short-term borrowings and current maturities, long-term debt 14,120 4,310 Gross long-term debt 251,960 236,550 Less: Unamortized debt issuance costs and original issuance discount on Replacement Term Loan 9,100 — Unamortized debt issuance costs and original issuance discount on First Lien Term Loan — 700 Unamortized debt issuance costs and discount on Second Lien Term Loan — 12,730 Unamortized debt issuance costs and discount on Convertible Notes 11,470 18,070 Unamortized debt issuance costs and discount 20,570 31,500 Long-term debt $ 231,390 $ 205,050 ABL Facility On December 22, 2015, the Company entered into an Amended and Restated Loan Agreement among the Company, Horizon Global Americas Inc. (“HGA”), Cequent UK Limited, Cequent Towing Products of Canada Ltd. (“Cequent Towing”), certain other subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as agent for the lenders (the “ABL Loan Agreement”), under which the lenders party thereto agreed to provide the Company and certain of its subsidiaries with a committed asset-based revolving credit facility (the “ABL Facility”) providing for revolving loans up to an aggregate principal amount of $99.0 million. The ABL Facility consisted of (i) a U.S. sub-facility, in an aggregate principal amount of up to $85.0 million (subject to availability under a US-specific borrowing base), (ii) a Canadian sub-facility, in an aggregate principal amount of up to $2.0 million (subject to availability under a Canadian-specific borrowing base), and (iii) a UK sub-facility in an aggregate principal amount of up to $3.0 million (subject to availability under a UK-specific borrowing base). In March 2020, the Company paid in full all outstanding debt incurred under the ABL Facility, which the Company accounted for as a debt extinguishment in accordance with guidance in ASC 405-20, “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, 2020 and 2019, the Company recognized $0.4 million and $1.6 million for amortization of debt issuance costs, respectively, in the accompanying consolidated statements of operations. As of December 31, 2020 and 2019, the Company had no and $7.7 million of letters of credit issued and outstanding under the ABL Facility. The letters of credit were collateralized with a line block on the ABL Facility. During the twelve months ended December 31, 2020, certain letters of credit were reissued under the Revolving Credit Facility, as defined below, with a total of $3.1 million issued and outstanding as of December 31, 2020, with no cash collateral requirement. Other letters of credit were reissued under the Revolving Credit Facility, with a cash collateral requirement, with a total of $4.9 million as of December 31, 2020. The cash collateral requirement is 105% of the outstanding letters of credit, for a total amount of $5.1 million as of December 31, 2020. Cash collateral is presented in restricted cash in the accompanying consolidated balance sheets. 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 HGA and Cequent Towing, 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. The 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. All interest, fees, and other monetary obligations due may, in 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. Borrowings under the Loan Agreement mature on the earlier of: (i) March 13, 2023 and (ii) 90 days prior to the maturity of the Company’s Replacement Term Loan, as defined below, as may be in effect from time to time, unless earlier terminated. As a result of the 2020 Replacement Term Loan Amendment, as defined below, the maturity of all borrowings under the Revolving Credit Facility were extended to fiscal year 2022 and are presented in gross long-term debt in the accompanying consolidated balance sheets as of December 31, 2020. 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 (as defined in the Loan Agreement) exceeding $30.0 million during any fiscal year. Debt issuance costs of $2.3 million were incurred in connection with the Loan Agreement. These debt issuance costs will be amortized into interest expense over the contractual term of the Loan Agreement. During the twelve months ended December 31, 2020, the Company recognized $1.2 million for amortization of debt issuance costs in the accompanying consolidated statements of operations. As of December 31, 2020, there was $1.1 million of unamortized debt issuance costs included in other assets in the accompanying consolidated balance sheets. As of December 31, 2020, there was $24.2 million outstanding under the Revolving Credit Facility and as of December 31, 2019, there was $20.0 million outstanding under the ABL Facility, with a weighted average interest rate of 5.0% and 5.5%, respectively. As of December 31, 2020, the Company had $38.4 million of availability under the Revolving Credit Facility and as of December 31, 2019, the Company had $33.1 million of availability under the ABL Facility. First Lien Term Loan Agreement On June 30, 2015, the Company entered into a credit agreement among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A. (the “Term Loan Agreement”) under which the Company borrowed an aggregate of $200.0 million (the “Original Term B Loan”). The Term Loan Agreement has been subsequently amended and restated on several occasions and is collectively referred to as the “First Lien Term Loan Agreement.” The Original Term B Loan has also been subsequently amended on several occasions and is collectively referred to as the “First Lien Term Loan.” In conjunction with the entry into the Revolving Credit Facility referenced above, Cortland Capital Markets Services LLC served as administrative agent and collateral agent for the First Lien Term Loan. In July 2018, the Company entered into the Fourth Amendment to the Term Loan Agreement which provided for additional borrowings of $50.0 million (the “2018 Incremental Term Loan”; the 2017 Replacement Term Loan, as increased by the 2018 Incremental Term Loan, the “2018 Term B Loan”). Interest on borrowings under the 2018 Term B Loan was payable at LIBOR, with a 1.0% floor, plus 6.0% per annum. In February 2019, the Company amended and restated the existing 2018 Term Loan Agreement (the “First Lien Term Loan Agreement”) to permit the Company to enter into the Senior Term Loan Agreement and tightened certain indebtedness, asset sale, investment and restricted payment baskets. In March 2019, the Company amended the existing term loan agreement (“Sixth Term Amendment”) to permit the Company to enter into the Second Lien Term Loan Agreement, as well as amended the interest rate on the First Lien Term Loan Agreement to add 3.0% paid-in-kind (“PIK”) interest in addition to the existing cash interest. In September 2019, the Company amended the existing First Lien Term Loan Agreement (“Eighth Term Amendment”) to provide consent for the sale of the Company’s APAC segment, provide consent for the Company to meet its prepayment obligation of the First Lien Term Loan, remove prepayment penalties and make certain negative covenants less restrictive. In September 2019, the Company paid down a portion of its First Lien Term Loan’s outstanding principal plus fees and paid-in-kind interest in the amount of $172.9 million. During the twelve months ended December 31, 2019, the Company recognized $8.7 million of unamortized debt issuance costs in interest expense in the accompanying consolidated statements of operations, in accordance with ASC 470-50, due to the extinguishment of debt for certain lenders in the loan syndicate in connection with various amendments to the First Lien Term Loan Agreement occurring during 2019. During the twelve months ended December 31, 2019, the Company also recognized $0.7 million of additional costs in selling, general and administrative expenses in the accompanying consolidated statements of operations, in accordance with ASC 470-50. In May 2020, the Company entered into an amendment, limited waiver and consent (the “Tenth Term Amendment”) with an effective date of April 1, 2020, to amend the First Lien Term Loan Agreement and to consent to the Company’s entering into, among other things, the PPP Loan and French Loan, each as defined and described below. As a result of the Replacement Term Loan Amendment, as defined and described below, the outstanding balance and any accrued interest has been replaced by the Replacement Term Loan, as defined and described below. During the twelve months ended December 31, 2020 and 2019, the Company recognized $0.2 million and $2.8 million, respectively, of amortization of debt issuance and discount costs, in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2020 and 2019, the Company recognized $0.4 million and $3.2 million, respectively, of PIK interest, on the First Lien Term Loan. As of December 31, 2020 and 2019, the Company had no and $25.2 million, respectively, of aggregate principal amount outstanding, and as of December 31, 2019, bearing cash interest at 8.1% under the First Lien Term Loan. As of December 31, 2019, the Company’s First Lien Term Loan traded at 97.8% of par value. The valuation of the First Lien Term Loan was determined based on Level 2 inputs under the fair value hierarchy. Senior Term Loan Agreement In February 2019, the Company entered into a credit agreement (the “Senior Term Loan Agreement”) with Cortland Capital Markets Services LLC, as administrative agent and collateral agent, and the lenders party thereto. The Senior Term Loan Agreement provided for a short-term loan facility in the aggregate principal amount of $10.0 million, all of which was borrowed by the Company. Certain of the lenders under the Company’s First Lien Term Loan Agreement were the lenders under the Senior Term Loan Agreement. The Senior Term Loan Agreement required the Company to obtain additional financing in amounts and on terms acceptable to the lenders. The Senior Term Loan Agreement was repaid on March 15, 2019, in conjunction with the additional financing further detailed below. During the twelve months ended December 31, 2019, the Company incurred debt issuance costs of $0.5 million in connection with the Senior Term Loan Agreement, which were recorded to selling, general and administrative expenses 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. The proceeds, net of applicable fees, of the Second Lien Term Loan Agreement were used to repay all amounts outstanding under the Senior Term Loan Agreement and to provide additional liquidity and working capital for the Company. Interest on borrowings under the Second Lien Term Loan Agreement Loan was payable in-kind at the customary eurocurrency rate plus a margin of 11.5%. The Second Lien Term Loan Agreement was secured by a second lien on substantially the same collateral as the First Lien Term Loan, bearing an interest rate of LIBOR plus 11.5% payable in-kind through an increase in principal balance. In September 2019, the Company amended the Second Lien Term Loan Agreement (“Second Lien Amendment”) to remove the prepayment requirement related to the use of APAC sale proceeds and made certain negative covenants less restrictive. Pursuant to the Second Lien Term Loan Agreement, the Company was required to issue detachable warrants to purchase up to 6.25 million shares of its 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 March 2019, warrants to purchase 3,601,902 shares of common stock were issued and the Company also issued 90,667 shares of Series A Preferred Stock in the interim that were convertible into additional warrants to purchase 2,952,248 shares of common stock upon receipt of shareholder approval of the issuance of such additional warrants and the shares of common stock issuable upon exercise thereof. In accordance with ASC 480, “ Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “ Derivatives and Hedging” (“ASC 815”), the (i) Second Lien Term Loan; (ii) Series A Preferred Stock, and (iii) warrants are all freestanding instruments and proceeds were allocated to each instrument on March 15, 2019 on a relative fair value basis: (i) $40.3 million; (ii) $5.3 million and (iii) $5.4 million, respectively. The Series A Preferred Stock was not within the scope of ASC 480 and did not meet the criteria for liability classification. The Series A Preferred Stock was classified as temporary equity as of March 31, 2019, as the Series A Preferred Stock was entitled to receive two times its liquidation value in cash upon occurrence of a liquidation or deemed liquidation event, which is outside the control of the Company. After receipt of shareholder approval at the Company’s annual meeting of shareholders on June 25, 2019, the 90,667 shares of Series A Preferred Stock were automatically converted into warrants to purchase 2,952,248 shares of common stock and $5.3 million was reclassified to common stock warrants within shareholders’ equity in the Company’s consolidated balance sheets. The warrants also do not meet the criteria for liability classification under ASC 480. However, the warrants meet the definition of a derivative under ASC 815, and 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” (“ASC 815-40”). The Company determined the fair value of the Second Lien Term Loan using a discount rate build up approach. The fair values of the Series A Preferred Stock and warrants were determined using an option pricing method. The debt discount of $10.7 million created by the relative fair value allocation of the equity component is being amortized as additional non-cash interest expense using the effective interest method over the contractual term of the loan. In May 2020, the Company entered into an amendment, limited waiver and consent (the “Second Lien Third Amendment”), with an effective date of April 1, 2020, to amend the Second Lien Term Loan Agreement and to consent to the Company’s entering into, among other things, the PPP Loan and French Loan, each as defined and described below. Debt issuance costs of $3.8 million and original issuance discount of $1.0 million were incurred in connection with entry into the Second Lien Term Loan Agreement. As a result of the Replacement Term Loan Amendment, as defined and described below, the outstanding balance and any accrued interest has been replaced by the Replacement Term Loan, as defined and described below. During the twelve months ended December 31, 2020 and 2019, the Company recognized $2.7 million and $2.8 million, respectively, for amortization of debt issuance and discount costs, in the accompanying consolidated statements of operations. During the twelve months ended December 31, 2020 and 2019, the Company recognized $3.4 million and $6.5 million, respectively, of PIK interest on its Second Lien Term Loan. As of December 31, 2020 and 2019, the Company had no and $57.0 million, respectively, of aggregate principal amount outstanding, and as of December 31, 2019 bearing interest at 13.3% under the Second Lien Term Loan. The Company’s Second Lien Term Loan had a fair value of $46.0 million as of December 31, 2019. The valuation of the Second Lien Term Loan was determined based on Level 2 inputs under the fair value hierarchy. Replacement Term Loan On July 6, 2020, the Company entered into the Replacement Term Loan Amendment (the “Eleventh Term Amendment”) to amend the Term Loan Agreement. The Eleventh Term Amendment provided replacement term loans (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. The remaining unamortized debt issuance and original issuance discount costs related to the First Lien Term Loan Agreement and Second Lien Term Loan Agreement will be amortized into interest expense over the contractual term of the Replacement Term Loan using the effective interest method. The interest on the Replacement Term Loan 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 (provided that the Company may elect on not more than one occasion to pay all interest as PIK interest). Borrowings under the Eleventh Term Amendment were to mature on the earlier of: (i) June 30, 2022 and (ii) April 1, 2022 if the Convertible Notes, as defined below, were not repaid or otherwise discharged prior to such date. Additionally, the Eleventh Term Amendment provided for a 1.00% PIK closing fee, which was added to the principal amount of the Replacement Term Loan on the closing date; provided for a prepayment penalty on the entire principal amount of the Replacement Term Loan in an amount equal to 3.0% of the aggregate principal amount prepaid prior to December 31, 2021; and amended the fixed charge coverage ratio covenant beginning with the fiscal quarter ending June 30, 2021, as follows: • June 30, 2021: 1.10 to 1.00 • September 30, 2021: 1.25 to 1.00 • December 31. 2021 and each fiscal quarter ending thereafter: 1.40 to 1.00 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. As of December 31, 2020, the Company had total unamortized debt issuance and discount costs of $9.1 million, all of which are recorded as a reduction of the long-term debt balance on the Company’s accompanying consolidated balance sheets. During the twelve months ended December 31, 2020, the Company recognized $2.3 million for amortization of debt issuance and discount costs in the accompanying consolidated statements of operations. As of December 31, 2020, the Company had $90.2 million of aggregate principal amount outstanding under the Replacement Term Loan. The Company made a one-time election to pay all interest as PIK interest on the first interest payment date. As a result of this election, during the twelve months ended December 31, 2020 the Company recognized $4.3 million of PIK interest. All of the indebtedness under the Replacement Term Loan is guaranteed by the Company’s existing and future material domestic subsidiaries and is be secured by substantially all of the assets of the Company and such guarantors. As of December 31, 2020, the Company’s Replacement Term Loan traded at 103.6%. The valuation of the Replacement 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. During the fourth quarter of 2020, no conditions allowing holders of the Convertible Notes to convert have been met. Therefore, the Convertible Notes were not convertible during the fourth quarter of 2020 and are classified as long-term debt. Should conditions allowing holders of the Convertible Notes to convert be met in a future quarter, the Convertible Notes will be convertible at their holders’ option during the immediately following quarter. As of December 31, 2020, the if-converted value of the Convertible Notes did not exceed the principal value of those Convertible Notes. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. Because the Company may elect to settle conversion in cash, the Company separated the Convertible Notes into their liability and equity components by allocating the issuance proceeds to each of those components in accordance with ASC 470-20, “ Debt-Debt with Conversion and Other Options.” The Company first determined the fair value of the liability component by estimating the fair 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. The carrying value of the liability component at December 31, 2020 and 2019, was $113.5 million and $106.9 million, respectively, including total unamortized debt discount and debt issuance costs of $11.5 million and $18.1 million. The $1.0 million portion of offering costs allocated to equity issuance costs was charged to paid-in capital. The carrying amount of the equity component was $20.0 million at December 31, 2020 and 2019, respectively, net of issuance costs and taxes. Interest expense recognized relating to the contractual interest coupon, amortization of debt discount and amortization of debt issuance costs on the Convertible Notes included in the accompanying consolidated statements of operations are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Contractual interest coupon on convertible debt $ 3,457 $ 3,490 Amortization of debt issuance costs $ 530 $ 530 Amortization of "equity discount" related to debt $ 6,071 $ 5,590 The estimated fair value of the Convertible Notes based on a market approach as of December 31, 2020 and 2019 was $113.3 million and $100.0 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. 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. 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 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, which is in the form of a Note dated April 18, 2020 issued by the U.S. Borrower, matures on April 18, 2022. 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 sized based criteria of the program. In December 2020, the Company filed its application of loan forgiveness with PNC Bank, National Association. The potential loan forgiveness for all or a portion of the PPP Loan is determined, subject to limitations, based on the use of loan proceeds for payment of qualifying expenses over the 24 weeks after the loan proceeds were disbursed. The unforgiven portion of our PPP Loan, if any, is payable monthly over two years at an interest rate of 1.0% per annum. The Company has deferred any interest payments until the Company’s application for forgiveness is completed in accordance with the guidance issued by the SBA and Treasury and the terms of the Company’s PPP Loan. While we currently believe that our use of the loan proceeds will meet the conditions for forgiveness of our PPP Loan, there can be no assurance that forgiveness for any portion of the PPP Loan will be obtained. The French Loan In April 2020, S.I.A.R.R. SAS (the “French Borrower”), an indirect subsidiary of the Company, received a loan from BNP Paribas (the “French Loan”) for $5.5 million. The French Loan, issued pursuant to an agreement dated April 9, 2020, between the French Borrower and BNP Paribas, matures on April 9, 2021. The French Loan bears interest at a rate of 0.5% per annum. The French Borrower, at its election, may repay the French Loan in full on April 9, 2021 or in monthly installments for a period of five years from the date of election. Covenant and Liquidity Matters The Company is in compliance with all of its financial covenants as of December 31, 2020. Long-term Debt Maturities Future maturities of the face value of long-term debt at December 31, 2020 are as follows: Future Maturities of (dollars in thousands) 2021 $ 14,120 2022 242,660 2023 70 2024 70 2025 70 Thereafter 9,090 Total $ 266,080 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Foreign Currency Exchange Rate Risk In the past, the Company has used foreign currency forward contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain payments for contract manufacturing in its lower-cost manufacturing facilities. The foreign currency forward contracts hedged currency exposure between the Mexican peso and the U.S. dollar and matured at specified monthly settlement dates through December 2019. At inception, the Company designated the foreign currency forward contracts as cash flow hedges. Upon the performance of contract manufacturing or purchase of certain inventories the Company de-designated the foreign currency forward contracts. On October 4, 2016, the Company entered into a cross currency swap arrangement to hedge changes in foreign currency exchange rates. The Company used the cross currency swap to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to a non-functional currency intercompany loan of €110.0 million. The cross currency swap hedged currency exposure between the Euro and the U.S. dollar and matured on January 3, 2019 with a liability of $2.5 million. The Company entered into forward contracts to settle the cross currency swap, which resulted in a $0.9 million offset to the liability. These settlements resulted in a net realized gain reclassified from AOCI of $0.6 million during 2019. The Company made quarterly principal payments of €1.4 million, plus interest at a fixed rate of 5.4% per annum, in exchange for $1.5 million, plus interest at a fixed rate of 7.2% per annum during the term of the cross currency swap arrangement. At inception, the Company designated the cross currency swap as a cash flow hedge. Changes in the currency rate resulted in reclassification of amounts from AOCI to earnings to offset the re-measurement gain or loss on the non-U.S. denominated intercompany loan. There were no outstanding derivatives contracts at December 31, 2020 and 2019. Financial Statement Presentation The amounts reclassified from AOCI into earnings are as follows: Twelve Months Ended Cost of Sales Interest Expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statements of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (594,220) $ (58,270) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 1,850 $ — Cross currency swap $ — $ 900 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company’s restructuring activities are undertaken as necessary to execute management’s strategy and streamline operations, consolidate and take advantage of available capacity and resources, and ultimately achieve productivity improvements and net cost reductions. The Company's restructuring charges consist primarily of employee costs (principally severance and/or termination benefits) and facility closure and other costs. To the extent these programs involve voluntary separations, no liabilities are generally recorded until offers to employees are accepted. If employees are involuntarily terminated, a liability is generally recorded at the communication date. Estimates of restructuring charges are based on information available at the time such charges are recorded. Related charges are recorded in cost of sales and selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company’s consolidated restructuring liabilities and related activity for each type of exit cost is as follows: Employee Costs Facility Closure and Other Costs Total (dollars in thousands) Balances at December 31, 2019 $ 1,830 $ 2,110 $ 3,940 Payments and other (a) (1,830) (390) (2,220) Balances at December 31, 2020 $ — $ 1,720 $ 1,720 (a) Other consists primarily of changes in the liability balance due to foreign currency translation and the finalization of employee costs and facility closures. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 13. Leases The Company leases certain facilities, automobiles and equipment under non-cancellable operating leases. Our leases have remaining lease terms of one year to eleven years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, the majority of renewals to extend the lease terms are not included in the Company’s ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in the lease term. The Company combines lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. 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. Additional cost, cash flow and balance sheet information for the Company’s leases are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Operating lease cost $ 14,970 $ 18,830 Operating cash flows from operating leases $ 16,050 $ 18,000 ROU assets obtained in exchange for operating lease obligations (a) $ 9,940 $ 56,540 (a) 2019 reflects the impact of adopting ASC 842, “ Leases ” and is net of $24.2 million of disposals. December 31, 2020 2019 Weighted average remaining lease term (years) 6.0 6.8 Weighted average discount rate 8.4 % 8.7 % In 2019, the Company abandoned two operating lease ROU assets. First, in September 2019, the Company ceased use of its former Troy, Michigan headquarters office lease. In conjunction with the lease abandonment, the Company accelerated the recognition of expense of its ROU asset and wrote it off, which resulted in a $4.3 million charge. Second, in November 2019, the Company ceased use of leased equipment in its Kansas City location. In conjunction with the lease abandonment, the Company accelerated the recognition of expense of its ROU asset and wrote it off, which resulted in a $6.5 million charge. Each of these charges are recorded in selling, general and administrative expense in the accompanying consolidated statements of operations for the twelve months ended December 31, 2019. Future maturities of operating lease liabilities at December 31, 2020 are as follows: Operating Leases (dollars in thousands) 2021 $ 16,230 2022 14,050 2023 11,070 2024 8,490 2025 7,970 2026 and thereafter 16,650 Total lease payments 74,460 Less imputed interest (15,940) Present value of lease liabilities $ 58,520 |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies During the fourth quarter of 2018, the Company was notified by two OEM customers of potential claims related to product sold by Horizon Europe‑Africa arising from potentially faulty components provided by a third-party supplier. The claims resulted from the failure of products not functioning to specifications, but the claims did not allege any damage and only sought replacement of the product. The Company performed an assessment of the facts and circumstances for all asserted and unasserted claims and considered all factors including the Company’s recall insurance. The Company recorded a $1.7 million charge for the twelve months ended December 31, 2019. As of December 31, 2019, the Company had $3.9 million recorded in accrued liabilities for the remaining unpaid settlement obligations and an insurance-related asset of $0.4 million recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets. In the first quarter of 2020, the Company settled its outstanding obligations related to the claim. The Company has no remaining liability or insurance-related asset. On April 29, 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 and also recorded $0.5 million of royalties in the accompanying consolidated statements of operations for the twelve months ended December 31, 2020. As of December 31, 2020, the Company had recorded $0.9 million in prepaid expenses and other current assets and $1.8 million in other assets in the accompanying consolidated balance sheets related to the future royalties to be recognized by the Company over the life of future programs connected to the Settlement. In addition, $1.0 million was recorded in accrued liabilities and $2.9 million in other long-term liabilities in the accompanying consolidated balance sheets related to the remaining semi-annual installment payments to be paid. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 (dollars in thousands, except for per share amounts) Numerator: Net loss from continuing operations $ (37,480) $ (110,010) Add: (Loss) income from discontinued operations, net of tax (500) 189,520 Less: Net loss attributable to noncontrolling interest (1,420) (1,240) Net (loss) income attributable to Horizon Global $ (36,560) $ 80,750 Denominator: Weighted average shares outstanding, basic 25,797,529 25,297,576 Dilutive effect of common stock equivalents — — Weighted average shares outstanding, diluted 25,797,529 25,297,576 Basic (loss) income per share attributable to Horizon Global Continuing operations $ (1.40) $ (4.30) Discontinued operations $ (0.02) $ 7.49 Total $ (1.42) $ 3.19 Diluted (loss) income per share attributable to Horizon Global Continuing operations $ (1.40) $ (4.30) Discontinued operations $ (0.02) $ 7.49 Total $ (1.42) $ 3.19 Due to losses from continuing operations for the twelve months ended December 31, 2020 and 2019, the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common stock equivalents are as follows: Twelve Months Ended 2020 2019 Number of options 18,961 54,847 Exercise price of options $9.20 - $11.02 $9.20 - $11.29 Restricted stock units 1,823,573 1,172,228 Convertible Notes 5,005,000 5,005,000 Convertible Notes warrants 5,005,000 5,005,000 Second Lien Term Loan warrants 6,280,251 4,381,411 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 10, Long-term Debt , is settled in cash and the conversion premium is settled in shares. Therefore, the Company has adopted a policy of calculating the diluted loss per share effect of the Convertible Notes using the treasury stock method. As a result, the dilutive effect of the Convertible Notes is limited to the conversion premium, which is reflected in the calculation of diluted loss per share as if it were a freestanding written call option on the Company’s shares. Using the treasury stock method, the Warrants issued in connection with the issuance of the Convertible Notes are considered to be dilutive when they are in the money relative to the Company’s average common stock price during the period. The Convertible Note Hedges purchased in connection with the issuance of the Convertible Notes are always considered to be anti-dilutive and therefore do not impact the Company’s calculation of diluted loss per share. |
Equity Awards
Equity Awards | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards Description of the Plan Horizon employees and non-employee directors participate in the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan (as amended and restated, the “Horizon 2015 Plan”). The Horizon 2015 Plan authorizes the Compensation Committee of the Horizon Board of Directors to grant stock options (including “incentive stock options” as defined in Section 422 of the U.S. Internal Revenue Code), restricted shares, restricted stock units, performance shares, performance stock units, cash incentive awards, and certain other awards based on or related to our common stock to Horizon employees and non-employee directors. No more than 4.4 million Horizon common shares may be delivered under the Horizon 2015 Plan. On June 19, 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 described above, 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. 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, 2019 37,737 $ 10.52 Granted — — Exercised — — Canceled, forfeited (18,776) 10.61 Expired — — Outstanding at December 31, 2020 18,961 $ 10.43 5.0 $ — As of December 31, 2020, the unrecognized compensation cost related to stock options is immaterial. For the twelve months ended December 31, 2020 and 2019, the stock-based compensation expense recognized by the Company related to stock options was immaterial. There was no aggregate intrinsic value on the outstanding options at December 31, 2020. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Restricted Shares During 2020, the Company granted an aggregate of 1,502,072 restricted stock units (“RSUs”) and performance stock units (“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 that vest on March 3, 2023 (the “2020 PSUs”). The performance criteria for the 2020 PSUs is based on the Company’s three-year cumulative EBITDA. The grant date fair values for the PSUs and RSUs granted during 2020 are based on the closing trading price of the Company’s common stock on the date of grant. During 2019, the Company granted an aggregate of 1,950,296 RSUs and PSUs to certain key employees and non-employee directors. The total grants consisted of: (i) 353,592 time-based RSUs that vest on May 15, 2020; (ii) 27,840 time-based RSUs that vest on September 10, 2020; (iii) 245,134 time-based RSUs that vest on September 19, 2020; (iv) 25,000 time-based RSUs that vest on November 13, 2020; (v) 25,000 time-based RSUs that vest on December 9, 2020; (vi) 5,000 time-based RSUs that vest on May 15, 2021; (vii) 411,373 time-based RSUs that vest on March 19, 2022; (viii) 857,357 market-based PSUs (the “2019 PSUs”), of which 757,357 vest on March 19, 2022, with the remaining 100,000 vesting on a ratable basis on September 23, 2020, September 23, 2021 and September 23, 2022. For the 2019 PSUs, the performance criteria for the market-based PSUs is based on the Company’s total shareholder return (“TSR”) relative to the TSR of the common stock of a pre-defined industry peer group. TSR is measured over a period beginning January 1, 2019 and ending December 31, 2021. TSR is calculated as the Company’s average closing stock price for the 20-trading days at the end of the performance period plus Company dividends, divided by the Company’s average closing stock price for the 20-trading days prior to the start of the performance period. Depending on the performance achieved, the amount of shares earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 2.43% and annualized volatility of 84.1%. The grant date fair value of the 2019 PSUs was $3.69 . The grant date fair value of RSUs is expensed over the vesting period. RSU fair values are based on the closing trading price of the Company’s common stock on the date of grant. Changes in the number of RSUs outstanding for the twelve months ended December 31, 2020 are as follows: Number of Restricted Stock Units (a) Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 1,393,085 $ 4.30 Granted 1,502,072 2.92 Vested (639,403) 3.91 Canceled, forfeited (455,072) 4.90 Outstanding at December 31, 2020 1,800,682 $ 3.14 (a) Includes PSUs at 100% attainment. As of December 31, 2020, there was $3.1 million in unrecognized compensation costs related to unvested RSUs that is expected to be recognized over a weighted average period of 2.0 years. During the twelve months ended December 31, 2020 and 2019, the Company recognized $2.7 million and $2.2 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, 2020 | |
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, 2020 and 2019, 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, 2020, there were 27,089,673 shares of common stock issued and 26,403,167 shares of common stock outstanding. As of December 31, 2019, there were 26,073,894 shares of common stock issued and 25,387,388 shares of common stock outstanding. Common Stock Warrants In connection with the Second Lien Term Loan the Company entered into in March 2019, the Company became obligated to issue detachable warrants to purchase up to 6.25 million shares of its common stock, which can be exercised on a cashless basis over a five year term with an exercise price of $1.50 per share. The Company also issued 90,667 shares of Series A Preferred Stock in March 2019 in connection with the Second Lien Term Loan that were convertible into additional warrants upon receipt of shareholder approval of the issuance of such additional warrants and the shares of common stock issuable upon exercise thereof. The Series A Preferred Stock was presented as temporary equity in the March 31, 2019 condensed consolidated balance sheet. Upon receipt of such shareholder approval on June 25, 2019, the 90,667 shares of Series A Preferred Stock were converted into warrants to purchase 2,952,248 shares of common stock. See Note 10, Long-term Debt , for additional information. As of December 31, 2020, warrants for 739,111 shares have been exercised on a net basis, resulting in the issuance of 519,206 shares of the Company’s common stock. As of December 31, 2020, warrants to purchase 5,815,039 shares of common stock were issued and remain outstanding. During the twelve months ended December 31, 2020 and 2019, the Company recognized $1.1 million and $0.1 million, respectively, of non-cash transactions in connection with warrants exercised. Share Repurchase Program In April 2017, the Board of Directors authorized a share repurchase program of up to 1.5 million shares of the Company’s issued and outstanding common stock during the period beginning on May 5, 2017 (the “Share Repurchase Program”). The Share Repurchase Program provided for share purchases in the open market or otherwise, depending on share price, market conditions and other factors, as determined by the Company. As of December 31, 2020 and 2019, cumulative shares purchased totaled 686,506 at an average purchase price per share of $14.55, excluding commissions. The repurchased shares are presented as treasury stock, at cost, in the accompanying consolidated balance sheets. No shares were repurchased during 2020 or 2019 and the Share Repurchase Program expired on May 5, 2020. Accumulated Other Comprehensive Income (Loss) Changes in AOCI attributable to Horizon Global by component, net of tax, for the twelve months ended December 31, 2020 and 2019 are as follows: Derivative Instruments Foreign Currency Translation and Other Total (dollars in thousands) Balances at January 1, 2019 $ 1,960 $ 5,800 $ 7,760 Net unrealized gains arising during the period (a) 820 1,650 2,470 Less: Net realized gains reclassified to net income (a) 2,760 — 2,760 Amounts reclassified from AOCI (b) (20) (17,240) (17,260) Net change (1,960) (15,590) (17,550) Balances at December 31, 2019 $ — $ (9,790) $ (9,790) Net unrealized gains arising during the period — 3,250 3,250 Net change — 3,250 3,250 Balances at December 31, 2020 $ — $ (6,540) $ (6,540) (a) There was no income tax impact for derivative instruments during the twelve months ended December 31, 2019. See Note 11, Derivative Instruments, for further details. (b) Recognition of loss associated with the sale of the Company’s APAC segment. See Note 4, Discontinued Operations , for further details. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
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 and 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. Previously, the Company had three operating segments. However, as a result of its sale in the third quarter of 2019, we have removed APAC as a separate operating segment and its results are presented as a discontinued operation in the accompanying consolidated financial statements. Historical information has been retrospectively adjusted to reflect these changes. Please see Note 4, Discontinued Operations , for additional information. Horizon Americas - A market leader in the design, manufacture and distribution of a wide variety of high-quality, custom engineered towing, trailering and cargo management products and related accessories. These products are designed to support automotive OEMs, automotive OESs, aftermarket and retail customers in the agricultural, automotive, construction, industrial, marine, military, recreational vehicle, trailer and utility end markets. Products include brake controllers, cargo management, heavy-duty towing products, jacks and couplers, protection/securing systems, trailer structural and electrical components, tow bars, vehicle roof racks, vehicle trailer hitches and additional accessories. Horizon Europe‑Africa - With a product offering similar to Horizon Americas, Horizon Europe‑Africa focuses its sales and manufacturing efforts in the Europe and Africa regions of the world. The Company’s operating segment activity and total assets are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Net Sales Horizon Americas $ 382,380 $ 372,720 Horizon Europe‑Africa 278,850 317,730 Total $ 661,230 $ 690,450 Operating Profit (Loss) Horizon Americas $ 27,950 $ (10,390) Horizon Europe‑Africa (8,390) (12,100) Corporate (26,470) (34,680) Total $ (6,910) $ (57,170) Capital Expenditures Horizon Americas $ 3,670 $ 6,590 Horizon Europe‑Africa 9,640 3,080 Corporate — 50 Total $ 13,310 $ 9,720 Depreciation of Property and Equipment and Amortization of Intangibles Horizon Americas $ 8,420 $ 8,670 Horizon Europe‑Africa 14,280 11,720 Corporate 210 1,300 Total $ 22,910 $ 21,690 December 31, 2020 2019 (dollars in thousands) Total Assets Horizon Americas $ 212,570 $ 224,430 Horizon Europe-Africa 206,900 185,810 Corporate 37,020 10,800 Total $ 456,490 $ 421,040 The Company’s net sales and net fixed assets attributed to each subsidiary’s country of domicile are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Net Sales Total U.S. $ 370,840 $ 362,690 Non-U.S. Germany 207,450 209,120 Other Europe 63,470 95,700 Other Americas 11,540 7,000 South Africa 7,930 15,940 Total non-U.S. 290,390 327,760 Total $ 661,230 $ 690,450 December 31, 2020 2019 (dollars in thousands) Property and equipment, net Total U.S. $ 22,720 $ 25,650 Non-U.S. Germany 36,690 36,480 Other Europe 7,940 7,780 South Africa 4,340 3,930 Other Americas 2,400 1,990 Total non-U.S. 51,370 50,180 Total $ 74,090 $ 75,830 During the twelve months ended December 31, 2020 and 2019, external export sales from the U.S. to other countries were $44.8 million and $36.5 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s loss from continuing operations before income tax, by tax jurisdiction, are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Domestic $ (22,430) $ (91,100) Foreign (16,630) (29,730) Loss from continuing operations before income tax $ (39,060) $ (120,830) The income tax benefit (expense) are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Current income tax benefit (expense): Federal $ 770 $ (1,660) State and local (180) 60 Foreign (1,070) 5,140 Total current income tax benefit (expense) (480) 3,540 Deferred income tax benefit (expense): Federal 170 140 State and local 180 (290) Foreign 1,710 7,430 Total deferred income tax benefit 2,060 7,280 Income tax benefit $ 1,580 $ 10,820 The components of deferred taxes are as follows: December 31, 2020 2019 (dollars in thousands) Deferred tax assets: Receivables, net $ 510 $ 600 Inventories 2,310 3,750 Disallowed interest deduction 25,690 19,210 Operating lease liabilities 14,660 14,150 Accrued liabilities and other long-term liabilities 8,890 7,970 Tax loss and credit carryforwards 31,570 31,670 Gross deferred tax asset 83,630 77,350 Valuation allowances (55,180) (50,370) Net deferred tax asset 28,450 26,980 Deferred tax liabilities: Property and equipment, net (2,090) (3,190) Other intangibles, net (12,270) (12,790) Operating lease right-of-use assets (11,870) (11,240) Other (4,070) (3,370) Gross deferred tax liability (30,300) (30,590) Net deferred tax liability $ (1,850) $ (3,610) 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, 2020 and 2019, certain foreign jurisdictions were in a three-year cumulative pre-tax loss position; therefore, the Company recorded valuation allowances of $0.5 million and $4.0 million , respectively, against certain of its deferred tax assets. 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, 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, 2020, the Company has recorded deferred tax assets of $42.8 million of federal operating loss carryforward, $59.3 million of various state operating loss carryforwards and $72.1 million of various foreign operating loss carryforwards. The federal loss carryforward has an indefinite carryforward period, 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 2020 2019 (dollars in thousands) U.S. federal statutory rate 21 % 21 % Tax at U.S. federal statutory rate $ 8,210 $ 25,370 State and local taxes, net of federal tax benefit 1,390 3,370 Differences in statutory foreign tax rates 2,810 4,310 Uncertain tax positions (20) 6,620 Tax credits 250 (4,460) Net change in valuation allowance (4,030) (24,970) Restructuring charges (5,030) 950 Transition tax 700 (1,740) Other, net (2,700) 1,370 Income tax benefit $ 1,580 $ 10,820 Certain foreign subsidiary earnings are subject to U.S. taxation. 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 or 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, 2020 and 2019, the Company had $0.2 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 reported income tax benefit for the twelve months ended December 31, 2020 and 2019, by $0.2 million and $0.2 million, respectively. A reconciliation of the change in the UTPs as of December 31, 2020 and 2019 is as follows: Uncertain Tax Positions (dollars in thousands) Balances at January 1, 2019 $ 5,660 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions 20 Reductions (4,970) Settlements — Lapses in the statutes of limitations (400) Cumulative translation adjustment (100) Balance at December 31, 2019 $ 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 The Company recognizes interest and penalties on UTPs as income tax expense. During the twelve months ended December 31, 2020 and 2019, the Company recognized no expense and a net benefit of $1.2 million, respectively, related to interest and penalties. As of December 31, 2020 and 2019, the Company had a liability of $0.2 million and $0.2 million, respectively, related to interest and penalties. During the twelve months ended December 31, 2020 and 2019, the change in UTPs and liabilities for interest and penalties primarily relates foreign currency translation during 2020 and the expiration of statutes of limitations and resolution of income tax examinations in certain jurisdictions during 2019. 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, 2020, 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, 2020, the Company is subject to U.S. federal tax examination for tax years 2017 through 2020. The Company is subject to state, local, and foreign income tax examinations for tax years 2013 through 2020. The Company’s German jurisdiction is subject to German federal tax examination for tax years 2017 through 2020. 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 Matters On March 27, 2020, the United States enacted the CARES Act to provide certain relief due to the COVID-19 pandemic. The CARES Act, among other things, includes various income and payroll tax provisions. The CARES Act did not have a significant impact our consolidated financial statements and income tax provision based on the Company’s existing domestic valuation allowance and historical operating performance. Additionally, on December 27, 2020, the United States passed additional legislation that clarifies expenses paid with the proceeds of a PPP loan that is forgiven are considered to be deductible. The Company expects its expenses paid with proceeds of its PPP Loan to be deductible, to the extent the PPP Loan is forgiven. See Note 10, Long-term Debt , for additional information on the Company’s PPP Loan. |
Other Expenses, Net
Other Expenses, Net | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other Expenses, Net | Other Expense, Net Other expense, net consists of the following components: Twelve Months Ended 2020 2019 (dollars in thousands) Customer pay discounts $ (1,410) $ (1,510) Foreign currency gain 910 50 Loss on sale of business — (3,630) Other 30 (300) Total $ (470) $ (5,390) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Senior Term Loan Credit Agreement On February 2, 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 (collectively, the “Lenders”). The Senior Term Loan Credit Agreement provides for an initial term loan facility in the aggregate principal amount of $100.0 million, all of which has been borrowed by the Company, 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. The proceeds received by the Company 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 Company’s Replacement Term Loan. As a result of the repayment, the credit agreement governing the Company’s Replacement Term Loan has been terminated and is no longer in effect. Interest on the Senior Term Loan Credit Agreement 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, and is subject to various affirmative and negative covenants, including a secured net leverage ratio 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 (as defined in the Senior Term Loan Credit Agreement) 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 made 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. The Company estimates it incurred $11.4 million of debt issuance costs and fees associated with the above transactions. The transactions will be accounted for in the first quarter of 2021. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 AND 2019 (Dollars in thousands) ADDITIONS DESCRIPTION BALANCE CHARGED OTHER (1) DEDUCTIONS (2) BALANCE Allowance for doubtful accounts Twelve Months Ended $ 3,210 $ 860 $ (10) $ (1,330) $ 2,730 Twelve Months Ended $ 4,840 $ 1,540 $ (1,450) $ (1,720) $ 3,210 ______________ (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 $ 17,980 $ (4,310) $ 10 $ (70) $ 13,610 Twelve Months Ended $ 13,180 $ 7,640 $ (300) $ (2,540) $ 17,980 ______________ (1) Primarily relates to other adjustments, net as well as reserves derecognized in conjunction with the sale of the non-automotive business in 2019. ADDITIONS DESCRIPTION BALANCE CHARGED OTHER (1) DEDUCTIONS (2) BALANCE Deferred tax valuation allowance Twelve Months Ended $ 50,370 $ 520 $ 6,910 $ (2,620) $ 55,180 Twelve Months Ended $ 26,650 $ 4,040 $ 19,680 $ — $ 50,370 ______________ (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, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements Not Yet Adopted and Recently Adopted | New accounting pronouncements not yet adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ,” 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 year ended December 31, 2020. |
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 management of the Company to make estimates 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 and assumptions also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and other intangibles, valuation allowances for receivables, inventories and deferred income tax assets, asset impairments, valuation of derivatives, estimates related to lease liability and operating lease right-of-use (“ROU”) asset valuations, estimated future unrecoverable lease costs, estimated uncertain tax positions, legal and product liability matters, valuation of debt instruments and warrants, assets and obligations related to employee benefits, and the respective allocation methods. Actual results may differ from such estimates and assumptions. |
Cash and Cash Equivalents | 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 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 10, 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, 2020 and 2019, receivables were $87.4 million and $71.7 million, respectively, net of allowances for doubtful accounts of $2.7 million and $3.2 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 that 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 accounts receivables under certain non-recourse agreements. During the twelve months ended December 31, 2020 and 2019, total receivables sold under the factoring arrangements were $237.1 million and $258.4 million, respectively. The sales of accounts receivable 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 Building and Land/Building Improvements 10 - 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 our 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 our consolidated balance sheets. Short-term leases with terms of twelve months or less are not recognized on the balance sheet and are expensed 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. For purposes of the Company’s annual goodwill impairment test, the Company had one reporting unit with a goodwill balance which is also one of its operating segments, Horizon Americas. This reporting unit had goodwill of $3.1 million at the 2020 annual test for impairment. See Note 6, 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 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 6, 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 consideration 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. For the twelve months ended December 31, 2020 and 2019, 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, 2020 and 2019, R&D expenses were $13.3 million and $13.2 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, 2020 and 2019, other shipping and handling costs were $17.0 million and $20.6 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, 2020 and 2019, advertising and sales promotion costs were $2.6 million and $2.3 million, respectively, 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 Translation. 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 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. There were no outstanding derivatives contracts at December 31, 2020 and 2019. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share. Basic earnings (loss) per share (“EPS”) is computed based upon the weighted average number of common shares outstanding for each period. Diluted EPS is computed based on the weighted average number of common shares and common equivalent shares outstanding for each period. Common equivalent shares represent the effect of stock-based awards, warrants, and convertible notes during each period presented, which, if exercised, earned, or converted, would have a dilutive effect on EPS. Dilutive EPS is calculated to give effect to stock options and warrants, restricted shares outstanding, and convertible notes during each period. Loss per share excludes certain dilutive securities as inclusion results in an anti-dilutive effect. |
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, management takes into consideration factors such as our 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 and changes in unrealized gains and losses on forward currency contracts and cross currency swaps. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The Company’s results from discontinued operations through the date of sale of APAC, September 19, 2019 are as follows: Twelve Months Ended (dollars in thousands) Net sales $ 92,300 Cost of sales (68,530) Gross profit 23,770 Selling, general and administrative expenses (9,580) Other expense, net (400) Interest expense (310) Income before income tax expense 13,480 Income tax expense (4,450) Gain on sale of discontinued operations 180,490 Income from discontinued operations, net of income taxes $ 189,520 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales Disaggregated by Major Sales Channels | The Company’s net sales by segments and disaggregated by major sales channel are as follows: Twelve Months Ended Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 77,280 $ 149,850 $ 227,130 Automotive OES 8,310 50,290 58,600 Aftermarket 114,750 73,010 187,760 Retail 100,660 — 100,660 Industrial 27,480 1,670 29,150 E-commerce 53,850 1,570 55,420 Other 50 2,460 2,510 Total $ 382,380 $ 278,850 $ 661,230 Twelve Months Ended Horizon Americas Horizon Europe-Africa Total (dollars in thousands) Net Sales Automotive OEM $ 87,700 $ 181,490 $ 269,190 Automotive OES 6,950 58,080 65,030 Aftermarket 96,910 69,370 166,280 Retail 105,970 — 105,970 Industrial 29,390 2,850 32,240 E-commerce 45,750 1,880 47,630 Other 50 4,060 4,110 Total $ 372,720 $ 317,730 $ 690,450 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 $ 4,500 $ — $ 4,500 Foreign currency translation (150) — (150) Balances at December 31, 2019 4,350 — 4,350 Foreign currency translation (990) — (990) Balances at December 31, 2020 $ 3,360 $ — $ 3,360 |
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, 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) — Total finite-lived intangible assets 188,820 (152,000) 36,820 Trademark/Trade names, indefinite-lived 21,410 — 21,410 Total other intangible assets $ 210,230 $ (152,000) $ 58,230 December 31, 2019 Intangible Category by Useful Life Gross Carrying Accumulated Net Carrying Amount (dollars in thousands) Finite-lived intangible assets: Customer relationships, 2 - 20 years $ 164,150 $ (129,310) $ 34,840 Technology and other, 3 - 15 years 21,420 (17,260) 4,160 Trademark/Trade names, 1 - 8 years 150 (150) — Total finite-lived intangible assets 185,720 (146,720) 39,000 Trademark/Trade names, indefinite-lived 21,120 — 21,120 Total other intangible assets $ 206,840 $ (146,720) $ 60,120 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Amortization expense related to other intangible assets as included in the accompanying consolidated statements of operations are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Technology and other, included in cost of sales $ 1,160 $ 530 Customer relationships, included in selling, general and administrative expenses 5,460 5,220 Total amortization expense $ 6,620 $ 5,750 |
Schedule of Expected Amortization Expense [Table Text Block] | Estimated amortization expense for the next five fiscal years beginning after December 31, 2020 are as follows: Twelve Months Ended Estimated Amortization Expense (dollars in thousands) 2021 $ 4,860 2022 $ 4,550 2023 $ 4,280 2024 $ 4,050 2025 $ 3,990 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following components: December 31, 2020 2019 (dollars in thousands) Finished goods $ 58,600 $ 82,080 Work in process 13,070 12,820 Raw materials 43,650 41,750 Total inventories $ 115,320 $ 136,650 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consists of the following components: December 31, 2020 2019 (dollars in thousands) Land and land improvements $ 520 $ 470 Buildings 23,040 21,290 Machinery and equipment 134,750 121,740 Total property and equipment 158,310 143,500 Accumulated depreciation (84,220) (67,670) Property and equipment, net $ 74,090 $ 75,830 |
Depreciation Expense | Depreciation expense as included in the accompanying consolidated statements of operations are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Depreciation expense, included in cost of sales $ 15,210 $ 13,360 Depreciation expense, included in selling, general and administrative expenses 1,080 2,580 Total depreciation expense $ 16,290 $ 15,940 |
Accrued and Other Long-term L_2
Accrued and Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following components: December 31, 2020 2019 (dollars in thousands) Customer incentives $ 15,870 $ 14,270 Accrued compensation 12,130 6,760 Customer claims 6,520 7,540 Short-term tax liabilities 5,570 90 Litigation settlements 1,600 1,110 Accrued professional services 1,510 3,680 Deferred purchase price 1,370 790 Restructuring 650 2,340 Other 13,880 12,270 Total accrued liabilities $ 59,100 $ 48,850 Other long-term liabilities consist of the following components: December 31, 2020 2019 (dollars in thousands) Litigation settlements $ 2,930 $ — Deferred purchase price 1,650 2,370 Restructuring 1,070 1,600 Long-term tax liabilities 130 340 Other 8,780 9,480 Total other long-term liabilities $ 14,560 $ 13,790 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt consists of the following components: December 31, 2020 2019 (dollars in thousands) Revolving Credit Facility $ 24,230 $ — ABL Facility — 20,020 Replacement Term Loan 90,210 — First Lien Term Loan — 25,210 Second Lien Term Loan — 56,960 Convertible Notes 125,000 125,000 Paycheck Protection Program Loan 8,670 — Bank facilities, capital leases and other long-term debt 17,970 13,670 Gross debt 266,080 240,860 Less: Short-term borrowings and current maturities, long-term debt 14,120 4,310 Gross long-term debt 251,960 236,550 Less: Unamortized debt issuance costs and original issuance discount on Replacement Term Loan 9,100 — Unamortized debt issuance costs and original issuance discount on First Lien Term Loan — 700 Unamortized debt issuance costs and discount on Second Lien Term Loan — 12,730 Unamortized debt issuance costs and discount on Convertible Notes 11,470 18,070 Unamortized debt issuance costs and discount 20,570 31,500 Long-term debt $ 231,390 $ 205,050 |
Interest Income and Interest Expense Disclosure | Interest expense recognized relating to the contractual interest coupon, amortization of debt discount and amortization of debt issuance costs on the Convertible Notes included in the accompanying consolidated statements of operations are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Contractual interest coupon on convertible debt $ 3,457 $ 3,490 Amortization of debt issuance costs $ 530 $ 530 Amortization of "equity discount" related to debt $ 6,071 $ 5,590 |
Schedule of Maturities of Long-term Debt | Future maturities of the face value of long-term debt at December 31, 2020 are as follows: Future Maturities of (dollars in thousands) 2021 $ 14,120 2022 242,660 2023 70 2024 70 2025 70 Thereafter 9,090 Total $ 266,080 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The amounts reclassified from AOCI into earnings are as follows: Twelve Months Ended Cost of Sales Interest Expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statements of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (594,220) $ (58,270) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 1,850 $ — Cross currency swap $ — $ 900 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The amounts reclassified from AOCI into earnings are as follows: Twelve Months Ended Cost of Sales Interest Expense (dollars in thousands) Total Amounts of Expense Line Items Presented in the Statements of Operations in Which the Effects of Cash Flow Hedges are Recorded $ (594,220) $ (58,270) Amount of Gain Reclassified from AOCI into Earnings Derivatives classified as cash flow hedges: Foreign currency forward contracts $ 1,850 $ — Cross currency swap $ — $ 900 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities | Company’s consolidated restructuring liabilities and related activity for each type of exit cost is as follows: Employee Costs Facility Closure and Other Costs Total (dollars in thousands) Balances at December 31, 2019 $ 1,830 $ 2,110 $ 3,940 Payments and other (a) (1,830) (390) (2,220) Balances at December 31, 2020 $ — $ 1,720 $ 1,720 (a) Other consists primarily of changes in the liability balance due to foreign currency translation and the finalization of employee costs and facility closures. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Cost | Additional cost, cash flow and balance sheet information for the Company’s leases are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Operating lease cost $ 14,970 $ 18,830 Operating cash flows from operating leases $ 16,050 $ 18,000 ROU assets obtained in exchange for operating lease obligations (a) $ 9,940 $ 56,540 (a) 2019 reflects the impact of adopting ASC 842, “ Leases ” and is net of $24.2 million of disposals. December 31, 2020 2019 Weighted average remaining lease term (years) 6.0 6.8 Weighted average discount rate 8.4 % 8.7 % |
Schedule of Future Maturities of Lease Liabilities | Future maturities of operating lease liabilities at December 31, 2020 are as follows: Operating Leases (dollars in thousands) 2021 $ 16,230 2022 14,050 2023 11,070 2024 8,490 2025 7,970 2026 and thereafter 16,650 Total lease payments 74,460 Less imputed interest (15,940) Present value of lease liabilities $ 58,520 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 (dollars in thousands, except for per share amounts) Numerator: Net loss from continuing operations $ (37,480) $ (110,010) Add: (Loss) income from discontinued operations, net of tax (500) 189,520 Less: Net loss attributable to noncontrolling interest (1,420) (1,240) Net (loss) income attributable to Horizon Global $ (36,560) $ 80,750 Denominator: Weighted average shares outstanding, basic 25,797,529 25,297,576 Dilutive effect of common stock equivalents — — Weighted average shares outstanding, diluted 25,797,529 25,297,576 Basic (loss) income per share attributable to Horizon Global Continuing operations $ (1.40) $ (4.30) Discontinued operations $ (0.02) $ 7.49 Total $ (1.42) $ 3.19 Diluted (loss) income per share attributable to Horizon Global Continuing operations $ (1.40) $ (4.30) Discontinued operations $ (0.02) $ 7.49 Total $ (1.42) $ 3.19 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | A summary of these anti-dilutive common stock equivalents are as follows: Twelve Months Ended 2020 2019 Number of options 18,961 54,847 Exercise price of options $9.20 - $11.02 $9.20 - $11.29 Restricted stock units 1,823,573 1,172,228 Convertible Notes 5,005,000 5,005,000 Convertible Notes warrants 5,005,000 5,005,000 Second Lien Term Loan warrants 6,280,251 4,381,411 |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2019 37,737 $ 10.52 Granted — — Exercised — — Canceled, forfeited (18,776) 10.61 Expired — — Outstanding at December 31, 2020 18,961 $ 10.43 5.0 $ — |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Changes in the number of RSUs outstanding for the twelve months ended December 31, 2020 are as follows: Number of Restricted Stock Units (a) Weighted Average Grant Date Fair Value Outstanding at December 31, 2019 1,393,085 $ 4.30 Granted 1,502,072 2.92 Vested (639,403) 3.91 Canceled, forfeited (455,072) 4.90 Outstanding at December 31, 2020 1,800,682 $ 3.14 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 are as follows: Derivative Instruments Foreign Currency Translation and Other Total (dollars in thousands) Balances at January 1, 2019 $ 1,960 $ 5,800 $ 7,760 Net unrealized gains arising during the period (a) 820 1,650 2,470 Less: Net realized gains reclassified to net income (a) 2,760 — 2,760 Amounts reclassified from AOCI (b) (20) (17,240) (17,260) Net change (1,960) (15,590) (17,550) Balances at December 31, 2019 $ — $ (9,790) $ (9,790) Net unrealized gains arising during the period — 3,250 3,250 Net change — 3,250 3,250 Balances at December 31, 2020 $ — $ (6,540) $ (6,540) (a) There was no income tax impact for derivative instruments during the twelve months ended December 31, 2019. See Note 11, Derivative Instruments, for further details. (b) Recognition of loss associated with the sale of the Company’s APAC segment. See Note 4, Discontinued Operations , for further details. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 (dollars in thousands) Net Sales Horizon Americas $ 382,380 $ 372,720 Horizon Europe‑Africa 278,850 317,730 Total $ 661,230 $ 690,450 Operating Profit (Loss) Horizon Americas $ 27,950 $ (10,390) Horizon Europe‑Africa (8,390) (12,100) Corporate (26,470) (34,680) Total $ (6,910) $ (57,170) Capital Expenditures Horizon Americas $ 3,670 $ 6,590 Horizon Europe‑Africa 9,640 3,080 Corporate — 50 Total $ 13,310 $ 9,720 Depreciation of Property and Equipment and Amortization of Intangibles Horizon Americas $ 8,420 $ 8,670 Horizon Europe‑Africa 14,280 11,720 Corporate 210 1,300 Total $ 22,910 $ 21,690 |
Reconciliation of Assets from Segment to Consolidated | December 31, 2020 2019 (dollars in thousands) Total Assets Horizon Americas $ 212,570 $ 224,430 Horizon Europe-Africa 206,900 185,810 Corporate 37,020 10,800 Total $ 456,490 $ 421,040 |
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 2020 2019 (dollars in thousands) Net Sales Total U.S. $ 370,840 $ 362,690 Non-U.S. Germany 207,450 209,120 Other Europe 63,470 95,700 Other Americas 11,540 7,000 South Africa 7,930 15,940 Total non-U.S. 290,390 327,760 Total $ 661,230 $ 690,450 December 31, 2020 2019 (dollars in thousands) Property and equipment, net Total U.S. $ 22,720 $ 25,650 Non-U.S. Germany 36,690 36,480 Other Europe 7,940 7,780 South Africa 4,340 3,930 Other Americas 2,400 1,990 Total non-U.S. 51,370 50,180 Total $ 74,090 $ 75,830 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The Company’s loss from continuing operations before income tax, by tax jurisdiction, are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Domestic $ (22,430) $ (91,100) Foreign (16,630) (29,730) Loss from continuing operations before income tax $ (39,060) $ (120,830) The income tax benefit (expense) are as follows: Twelve Months Ended 2020 2019 (dollars in thousands) Current income tax benefit (expense): Federal $ 770 $ (1,660) State and local (180) 60 Foreign (1,070) 5,140 Total current income tax benefit (expense) (480) 3,540 Deferred income tax benefit (expense): Federal 170 140 State and local 180 (290) Foreign 1,710 7,430 Total deferred income tax benefit 2,060 7,280 Income tax benefit $ 1,580 $ 10,820 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred taxes are as follows: December 31, 2020 2019 (dollars in thousands) Deferred tax assets: Receivables, net $ 510 $ 600 Inventories 2,310 3,750 Disallowed interest deduction 25,690 19,210 Operating lease liabilities 14,660 14,150 Accrued liabilities and other long-term liabilities 8,890 7,970 Tax loss and credit carryforwards 31,570 31,670 Gross deferred tax asset 83,630 77,350 Valuation allowances (55,180) (50,370) Net deferred tax asset 28,450 26,980 Deferred tax liabilities: Property and equipment, net (2,090) (3,190) Other intangibles, net (12,270) (12,790) Operating lease right-of-use assets (11,870) (11,240) Other (4,070) (3,370) Gross deferred tax liability (30,300) (30,590) Net deferred tax liability $ (1,850) $ (3,610) |
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 2020 2019 (dollars in thousands) U.S. federal statutory rate 21 % 21 % Tax at U.S. federal statutory rate $ 8,210 $ 25,370 State and local taxes, net of federal tax benefit 1,390 3,370 Differences in statutory foreign tax rates 2,810 4,310 Uncertain tax positions (20) 6,620 Tax credits 250 (4,460) Net change in valuation allowance (4,030) (24,970) Restructuring charges (5,030) 950 Transition tax 700 (1,740) Other, net (2,700) 1,370 Income tax benefit $ 1,580 $ 10,820 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in the UTPs as of December 31, 2020 and 2019 is as follows: Uncertain Tax Positions (dollars in thousands) Balances at January 1, 2019 $ 5,660 Tax positions related to current year: Additions — Reductions — Tax positions related to prior years: Additions 20 Reductions (4,970) Settlements — Lapses in the statutes of limitations (400) Cumulative translation adjustment (100) Balance at December 31, 2019 $ 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 |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other expense, net consists of the following components: Twelve Months Ended 2020 2019 (dollars in thousands) Customer pay discounts $ (1,410) $ (1,510) Foreign currency gain 910 50 Loss on sale of business — (3,630) Other 30 (300) Total $ (470) $ (5,390) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Account Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Receivables, net | $ 87,420 | $ 71,680 |
Receivables, reserves | $ 2,700 | $ 3,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Account Receivables Factoring (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Amount of receivables sold under factoring arrangements | $ 237.1 | $ 258.4 |
Holdback amount due from factoring institutions | 8.7 | 5.7 |
Factoring Fees, Receivables Sold | $ 1 | $ 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangibles (Details) - Horizon Americas $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)reporting_unit | |
Annual Goodwill Impairment Assessment [Abstract] | |
Number of reporting units | reporting_unit | 1 |
Goodwill, amount tested for impairment | $ | $ 3.1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of sales [Member] | ||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
Research and Development Expense | $ 13.3 | $ 13.2 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Shipping and Handling Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Selling, General and Administrative Expenses [Member] | ||
Shipping and Handling Costs [Line Items] | ||
Shipping and Handling Costs | $ 17 | $ 20.6 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Advertising and Sales Promotion Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Selling, General and Administrative Expenses [Member] | ||
Advertising Costs [Line Items] | ||
Advertising Costs | $ 2.6 | $ 2.3 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign Currency Translation [Line Items] | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 910 | $ 50 |
Other Expense [Member] | ||
Foreign Currency Translation [Line Items] | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 900 | $ 100 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Building and Land/building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Building and Land/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 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Sep. 19, 2019 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net proceeds from sale of business | $ 0 | $ 214,570 | ||
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on sale of discontinued operations | $ 180,490 | |||
Horizon Asia‑Pacific | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net proceeds from sale of business | $ 209,600 | |||
Gain (loss) on sale of discontinued operations | 180,500 | $ (500) | ||
Cumulative translation adjustment reclassified to retained earnings | $ 17,300 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Results From Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sale of discontinued operations | $ (500) | $ 189,520 |
Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | 92,300 | |
Cost of sales | (68,530) | |
Gross profit | 23,770 | |
Selling, general and administrative expenses | (9,580) | |
Other expense, net | (400) | |
Interest expense | (310) | |
Income before income tax expense | 13,480 | |
Income tax expense | (4,450) | |
Gain on sale of discontinued operations | 180,490 | |
Gain on sale of discontinued operations | $ 189,520 |
Revenues - Schedule of Net Sale
Revenues - Schedule of Net Sales Disaggregated by Major Sales Channels (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 661,230 | $ 690,450 |
Accounts receivable, net of reserves | 87,420 | 71,680 |
Automotive OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 227,130 | 269,190 |
Automotive OES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 58,600 | 65,030 |
Aftermarket | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 187,760 | 166,280 |
Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 100,660 | 105,970 |
Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 29,150 | 32,240 |
E-Commerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 55,420 | 47,630 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,510 | 4,110 |
Horizon Americas | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 382,380 | 372,720 |
Horizon Americas | Automotive OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 77,280 | 87,700 |
Horizon Americas | Automotive OES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 8,310 | 6,950 |
Horizon Americas | Aftermarket | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 114,750 | 96,910 |
Horizon Americas | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 100,660 | 105,970 |
Horizon Americas | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 27,480 | 29,390 |
Horizon Americas | E-Commerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 53,850 | 45,750 |
Horizon Americas | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 50 | 50 |
Horizon Europe-Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 278,850 | 317,730 |
Horizon Europe-Africa | Automotive OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 149,850 | 181,490 |
Horizon Europe-Africa | Automotive OES | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 50,290 | 58,080 |
Horizon Europe-Africa | Aftermarket | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 73,010 | 69,370 |
Horizon Europe-Africa | Retail | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Horizon Europe-Africa | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,670 | 2,850 |
Horizon Europe-Africa | E-Commerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,570 | 1,880 |
Horizon Europe-Africa | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,460 | $ 4,060 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) $ in Thousands | Mar. 01, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2020 |
Goodwill [Line Items] | ||||
Finite-lived intangible assets, gross carrying amount | $ 188,820 | $ 185,720 | ||
Amortization of intangible assets | $ 6,620 | 5,750 | ||
Measurement Input, Discount Rate [Member] | ||||
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 | ||||
Goodwill [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Assets | $ 5,500 | |||
Disposal Group, Including Discontinued Operation, Note Receivable | 500 | |||
Gain on sale of discontinued operations | $ 180,490 | |||
Discontinued Operations, Disposed of by Sale | Customer Relationships [Member] | ||||
Goodwill [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 3,000 | |||
Other Expense [Member] | Discontinued Operations, Disposed of by Sale | ||||
Goodwill [Line Items] | ||||
Gain on sale of discontinued operations | $ (3,600) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance, beginning | $ 4,350 | $ 4,500 |
Foreign currency translation | (990) | (150) |
Balance, ending | 3,360 | 4,350 |
Horizon Americas | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 4,350 | 4,500 |
Foreign currency translation | (990) | (150) |
Balance, ending | 3,360 | 4,350 |
Horizon Europe‑Africa | ||
Goodwill [Roll Forward] | ||
Balance, beginning | 0 | 0 |
Foreign currency translation | 0 | 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, 2020 | Dec. 31, 2019 | |
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | $ 188,820 | $ 185,720 |
Finite-lived intangible assets, accumulated amortization | (152,000) | (146,720) |
Finite-Lived Intangible Assets, Net | 36,820 | 39,000 |
Total finite and indefinite-lived other intangible assets, gross carrying amount | 210,230 | 206,840 |
Intangible Assets, Net (Excluding Goodwill) | 58,230 | 60,120 |
Trademarks and Trade Names [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Indefinite-lived intangible assets, gross carrying amount | 21,410 | 21,120 |
Useful Life Two To Twenty Years [Member] | Customer Relationships [Member] | ||
Intangible Assets, excluding Goodwill [Line Items] | ||
Finite-lived intangible assets, gross carrying amount | 166,420 | 164,150 |
Finite-lived intangible assets, accumulated amortization | (135,140) | (129,310) |
Finite-Lived Intangible Assets, Net | 31,280 | 34,840 |
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 | 22,250 | 21,420 |
Finite-lived intangible assets, accumulated amortization | (16,710) | (17,260) |
Finite-Lived Intangible Assets, Net | 5,540 | 4,160 |
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 | 150 |
Finite-lived intangible assets, accumulated amortization | (150) | (150) |
Finite-Lived Intangible Assets, Net | $ 0 | $ 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 | 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 | 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, 2020 | Dec. 31, 2019 | |
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 6,620 | $ 5,750 |
Continuing Operations [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | 6,620 | 5,750 |
Continuing Operations [Member] | Cost of sales [Member] | Technology and Other [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | 1,160 | 530 |
Continuing Operations [Member] | Selling, General and Administrative Expenses [Member] | Customer Relationships [Member] | ||
Amortization of Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 5,460 | $ 5,220 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2021 | $ 4,860 |
2022 | 4,550 |
2023 | 4,280 |
2024 | 4,050 |
2025 | $ 3,990 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 58,600 | $ 82,080 |
Work in process | 13,070 | 12,820 |
Raw materials | 43,650 | 41,750 |
Total inventories | $ 115,320 | $ 136,650 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment Table (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 158,310 | $ 143,500 |
Less: Accumulated depreciation | (84,220) | (67,670) |
Property and equipment, net | 74,090 | 75,830 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 520 | 470 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,040 | 21,290 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 134,750 | $ 121,740 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense Table (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation Expense [Line Items] | ||
Depreciation expense | $ 16,290 | $ 15,940 |
Continuing Operations [Member] | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | 16,290 | 15,940 |
Cost of sales [Member] | Continuing Operations [Member] | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | 15,210 | 13,360 |
Selling, General and Administrative Expenses [Member] | Continuing Operations [Member] | ||
Depreciation Expense [Line Items] | ||
Depreciation expense | $ 1,080 | $ 2,580 |
Accrued and Other Long-term L_3
Accrued and Other Long-term Liabilities - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Abstract] | ||
Customer incentives | $ 15,870 | $ 14,270 |
Accrued compensation | 12,130 | 6,760 |
Customer claims | 6,520 | 7,540 |
Short-term tax liabilities | 5,570 | 90 |
Litigation settlements | 1,600 | 1,110 |
Accrued professional services | 1,510 | 3,680 |
Deferred purchase price | 1,370 | 790 |
Restructuring | 650 | 2,340 |
Other | 13,880 | 12,270 |
Total accrued liabilities | $ 59,100 | $ 48,850 |
Accrued and Other Long-term L_4
Accrued and Other Long-term Liabilities - Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Abstract] | ||
Litigation settlements | $ 2,930 | $ 0 |
Deferred purchase price | 1,650 | 2,370 |
Restructuring | 1,070 | 1,600 |
Long-term tax liabilities | 130 | 340 |
Other | 8,780 | 9,480 |
Other long-term liabilities | $ 14,560 | $ 13,790 |
Long-term Debt - Debt Table (De
Long-term Debt - Debt Table (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total | $ 266,080 | $ 240,860 |
Short-term borrowings and current maturities, long-term debt | 14,120 | 4,310 |
Gross long-term debt | 251,960 | 236,550 |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 20,570 | 31,500 |
Long-term Debt | 231,390 | 205,050 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total | 24,230 | 0 |
Revolving Credit Facility, ABL Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total | 0 | 20,020 |
Replacement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 90,210 | 0 |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 9,100 | 0 |
First Lien Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 0 | 25,210 |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 0 | 700 |
Second Lien Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 0 | 56,960 |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 0 | 12,730 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total | 125,000 | 125,000 |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 11,470 | 18,070 |
Long-term Debt | 113,500 | 106,900 |
Paycheck Protection Plan [Member] | ||
Debt Instrument [Line Items] | ||
Total | 8,670 | 0 |
Bank facilities, capital leases and other long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 17,970 | $ 13,670 |
Long-term Debt - ABL Facility (
Long-term Debt - ABL Facility (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Dec. 22, 2015 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 266,080,000 | $ 240,860,000 | ||
Revolving Credit Facility, ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 99,000,000 | |||
Amortization of debt issuance costs | 400,000 | 1,600,000 | ||
Debt extinguishment related to unamortized debt issuance costs in interest expense | 800,000 | |||
Costs associated with extinguishment of debt | 600,000 | |||
Long-term debt, gross | 0 | 20,020,000 | ||
Letters of credit, outstanding | $ 0 | 7,700,000 | ||
Percentage of cash collateral required | 105.00% | |||
Credit facility, remaining borrowing capacity | 33,100,000 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 75,000,000 | |||
Debt Issuance Costs, Net | $ 2,300,000 | |||
Amortization of debt issuance costs | 1,200,000 | |||
Long-term debt, gross | 24,230,000 | $ 0 | ||
Letters of credit, outstanding | 3,100,000 | |||
Credit facility, remaining borrowing capacity | 38,400,000 | |||
Other Letters Of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Letters of credit, outstanding | 4,900,000 | |||
Amount outstanding including cash collateral | 5,100,000 | |||
U.S. sub-facility [Member] | Revolving Credit Facility, ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | 85,000,000 | |||
Canadian sub-facility [Member] | Revolving Credit Facility, ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | 2,000,000 | |||
U.K. sub-facility [Member] | Revolving Credit Facility, ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 3,000,000 |
Long-term Debt - Revolving Cred
Long-term Debt - Revolving Credit Facility (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 22, 2015 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 266,080,000 | $ 240,860,000 | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 5.00% | |||
Credit facility, maximum borrowing capacity | $ 75,000,000 | |||
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, Net | 2,300,000 | |||
Amortization of debt issuance costs | 1,200,000 | |||
Long-term debt, gross | 24,230,000 | $ 0 | ||
Credit facility, remaining borrowing capacity | 38,400,000 | |||
Revolving Credit Facility [Member] | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 4.00% | |||
Revolving Credit Facility [Member] | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Revolving Credit Facility [Member] | 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] | ||||
Weighted average interest rate | 5.50% | |||
Credit facility, maximum borrowing capacity | $ 99,000,000 | |||
Amortization of debt issuance costs | 400,000 | $ 1,600,000 | ||
Long-term debt, gross | $ 0 | 20,020,000 | ||
Credit facility, remaining borrowing capacity | $ 33,100,000 |
Long-term Debt - First Lien Ter
Long-term Debt - First Lien Term Loans (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Jul. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 01, 2019 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | ||||||
Repayments of Long-term Debt | $ 0 | $ 173,430,000 | ||||
Unamortized debt issuance costs | 1,100,000 | |||||
Paid-in-kind interest | 8,120,000 | 9,720,000 | ||||
First Lien Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Long-term Debt | $ 172,900,000 | |||||
Payments of debt issuance costs | 700,000 | |||||
Debt instrument, face amount | $ 200,000,000 | |||||
Amortization of debt issuance costs | 200,000 | 2,800,000 | ||||
Paid-in-kind interest | $ 400,000 | $ 3,200,000 | ||||
Debt instrument, interest rate, effective percentage | 8.10% | |||||
Debt extinguishment related to unamortized debt issuance costs in interest expense | $ 8,700,000 | |||||
Long-term debt, fair value, percentage of par value | 97.80% | |||||
First Lien Term Loan [Member] | Debt Instrument, Covenant One | ||||||
Debt Instrument [Line Items] | ||||||
Paid in-kind interest rate | 3.00% | |||||
2018 Term B Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Incremental debt commitments capacity | $ 50,000,000 | |||||
LIBOR | 2018 Term B Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 6.00% | |||||
Debt instrument, interest rate floor | 1.00% |
Long-term Debt - Senior Term Lo
Long-term Debt - Senior Term Loan (Details) - Senior Term Loan [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Feb. 28, 2019 | |
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 10 | |
Payments of debt issuance costs | $ 0.5 |
Long-term Debt - Second Lien Te
Long-term Debt - Second Lien Term Loan (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 25, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 15, 2019 |
Short-term Debt [Line Items] | |||||||
Paid-in-kind interest | $ 8,120 | $ 9,720 | |||||
Class Of Warrant Or RIght, Number Of Warrants Authorized To Be Issued | 6,250,000 | 6,250,000 | |||||
Class Of Warrant Or Right, Term | 5 years | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | |||||
Class Of Warrant Or Right, Issued | 3,601,902 | 3,601,902 | |||||
Debt Instrument, Fair Value Disclosure | $ 40,300 | ||||||
Series A Preferred Stock, Fair Value Disclosure | 5,300 | ||||||
Class Of Warrant Or Right, Fair Value Disclosure | $ 5,400 | ||||||
Common Stock Warrants | |||||||
Short-term Debt [Line Items] | |||||||
Conversion of Stock, Shares Converted | 2,952,248 | 2,952,248 | 2,952,248 | ||||
Class Of Warrant Or Right, Fair Value Disclosure | $ 5,300 | ||||||
Series A [Member] | Preferred Stock [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Class Of Warrant Or Right, Issued | 90,667 | 90,667 | 90,667 | ||||
Second Lien Term Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument, face amount | $ 51,000 | $ 51,000 | |||||
Paid in-kind interest rate | 11.50% | 11.50% | |||||
Debt Issuance Costs, Net | $ 3,800 | $ 3,800 | |||||
Amortization of debt issuance costs | $ 2,700 | 2,800 | |||||
Paid-in-kind interest | $ 3,400 | $ 6,500 | |||||
Debt instrument, interest rate, effective percentage | 13.30% | ||||||
Debt Instrument, Fair Value Disclosure | $ 46,000 | ||||||
Debt Discount, Related To Equity Portion | $ 10,700 | ||||||
Initial debt issuance costs | $ 1,000 | $ 1,000 |
Long-term Debt - Replacement Te
Long-term Debt - Replacement Term Loan (Details) $ in Thousands | Jul. 06, 2020 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Short-term Debt [Line Items] | |||
Paid-in-kind interest | $ 8,120 | $ 9,720 | |
Replacement Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Debt instrument, face amount | 90,200 | ||
Debt Issuance Costs, Net | 200 | ||
Amortization of debt issuance costs | 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 | $ 4,300 | ||
Debt instrument, interest rate, effective percentage | 4.00% | ||
Replacement Term Loan [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt, fair value, percentage of par value | 103.60% | ||
Replacement Term Loan [Member] | LIBOR | |||
Short-term Debt [Line Items] | |||
Debt instrument, basis spread on variable rate | 10.75% | ||
Replacement Term Loan [Member] | LIBOR | Minimum | |||
Short-term Debt [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% | ||
Debt Instrument, Covenant One | Replacement Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Fixed Coverage Ratio | 1.10 | ||
Debt Instrument, Covenant Two | Replacement Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Fixed Coverage Ratio | 1.25 | ||
Debt Instrument, Covenant Three | Replacement Term Loan [Member] | |||
Short-term Debt [Line Items] | |||
Fixed Coverage Ratio | 1.40 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes (Details) | Feb. 01, 2017USD ($)day$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 266,080,000 | $ 240,860,000 | |
Long-term Debt | 231,390,000 | 205,050,000 | |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 20,570,000 | 31,500,000 | |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 125,000,000 | 125,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 2.75% | ||
Debt instrument, face amount | $ 125,000,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 5,005,000 | ||
Debt Instrument, convertible, conversion price (in usd per share) | $ / shares | $ 24.98 | ||
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, Net | 2,900,000 | ||
Long-term Debt | 113,500,000 | 106,900,000 | |
Unamortized debt issuance costs and discount on Second Lien Term Loan | 11,470,000 | 18,070,000 | |
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 | |
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 | ||
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 | ||
Proceeds from Issuance of Warrants | $ 21,500,000 | ||
Equity Issuance Cost | $ 500,000 | ||
Fair Value, Inputs, Level 2 [Member] | Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Fair Value | $ 113,300,000 | $ 100,000,000 |
Long-term Debt - Paycheck Prote
Long-term Debt - Paycheck Protection Program Loan (Details) - Paycheck Protection Plan [Member] $ in Millions | Apr. 18, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 8.7 |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% |
Long-term Debt - French Loan (D
Long-term Debt - French Loan (Details) - French Loan [Member] - Horizon Global Corporation, Indirect Subsidiary [Member] $ in Millions | Apr. 09, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 5.5 |
Debt Instrument, Interest Rate, Stated Percentage | 0.50% |
Term of debt | 5 years |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest and Amortization on Convertible Debt (Details) - Convertible Notes Payable [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Contractual interest coupon on convertible debt | $ 3,457 | $ 3,490 |
Amortization of debt issuance costs | 530 | 530 |
Amortization of equity discount related to debt | $ 6,071 | $ 5,590 |
Long-term Debt - Long-term Debt
Long-term Debt - Long-term Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term Debt, Fiscal Year Maturity | ||
2021 | $ 14,120 | |
2022 | 242,660 | |
2023 | 70 | |
2024 | 70 | |
2025 | 70 | |
Thereafter | 9,090 | |
Total | $ 266,080 | $ 240,860 |
Derivative Instruments - Deriva
Derivative Instruments - Derivative Narrative (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019EUR (€) | Dec. 31, 2019USD ($) | Oct. 04, 2016EUR (€) | Oct. 04, 2016USD ($) | |
Intercompany Loan [Member] | ||||
Derivative [Line Items] | ||||
Intercompany loan | € | € 110 | |||
Cross currency swap | ||||
Derivative [Line Items] | ||||
Derivative Liability, Notional Amount | $ 2.5 | |||
Cross currency swap | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Derivative hedge, periodic principle payment | € | € 1.4 | |||
Derivative liability hedge, fixed interest rate | 5.40% | 5.40% | ||
Derivative hedge, periodic principle receipt | $ 1.5 | |||
Derivative asset hedge, fixed interest rate | 7.20% | 7.20% | ||
Forward Contracts [Member] | ||||
Derivative [Line Items] | ||||
Derivative, amount offset against liability | $ 0.9 | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 0.6 |
Derivative Instruments - Design
Derivative Instruments - Designated as hedging, Financial Performance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cost of sales | $ (540,680) | $ (594,220) |
Interest expense | $ (31,680) | (58,270) |
Foreign currency forward | Cost of sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 1,850 | |
Foreign currency forward | Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 0 | |
Cross currency swap | Cost of sales [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 0 | |
Cross currency swap | Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 900 |
Restructuring - Restructuring R
Restructuring - Restructuring Reserve Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balances at December 31, 2019 | $ 3,940 |
Payments and other | (2,220) |
Balances at December 31, 2020 | 1,720 |
Employee Costs | |
Restructuring Reserve [Roll Forward] | |
Balances at December 31, 2019 | 1,830 |
Payments and other | (1,830) |
Balances at December 31, 2020 | 0 |
Facility Closure and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Balances at December 31, 2019 | 2,110 |
Payments and other | (390) |
Balances at December 31, 2020 | $ 1,720 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 1,720 | $ 3,940 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Renewal term for operating leases | 5 years | |||
Termination term | 1 year | |||
Operating lease cost | $ 14,970 | $ 18,830 | ||
Operating cash flows from operating leases | 16,050 | 18,000 | ||
Right-of-use assets obtained in exchange for operating lease obligations | $ 9,940 | $ 56,540 | ||
Weighted average remaining lease term | 6 years | 6 years 9 months 18 days | ||
Weighted average discount rate | 8.40% | 8.70% | ||
Selling, general and administrative expense from write off of right-of-use asset | $ 6,500 | $ 4,300 | ||
Operating Leases, Proceeds From Disposals | $ 24,200 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 11 years |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 | $ 16,230 |
2022 | 14,050 |
2023 | 11,070 |
2024 | 8,490 |
2025 | 7,970 |
2026 and thereafter | 16,650 |
Total lease payments | 74,460 |
Less imputed interest | (15,940) |
Present value of lease liabilities | $ 58,520 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Apr. 29, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||||
Loss contingency liability | $ 0 | $ 3.9 | ||
Asset recorded associated with loss contingency accrual | 0.4 | |||
Loss contingency charges | $ 1.7 | |||
Settlement amount | $ 4.4 | |||
Accrued Liabilities [Member] | ||||
Loss Contingencies [Line Items] | ||||
Liabilities for patent infringement | 1 | |||
Other Noncurrent Liabilities [Member] | ||||
Loss Contingencies [Line Items] | ||||
Liabilities for patent infringement | 2.9 | |||
Prepaid expenses and other current assets [Member] | ||||
Loss Contingencies [Line Items] | ||||
Estimated Litigation Asset | 0.9 | |||
Other Assets | ||||
Loss Contingencies [Line Items] | ||||
Estimated Litigation Asset | 1.8 | |||
Cost of sales [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency charges | $ 1.5 | $ 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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations | $ (37,480) | $ (110,010) |
(Loss) income from discontinued operations, net of income taxes | (500) | 189,520 |
Less: Net loss attributable to noncontrolling interest | (1,420) | (1,240) |
Net (loss) income attributable to Horizon Global | $ (36,560) | $ 80,750 |
Weighted average common shares, basic (in shares) | 25,797,529 | 25,297,576 |
Dilutive effect of stock-based awards (in shares) | 0 | 0 |
Weighted average shares outstanding, diluted (in shares) | 25,797,529 | 25,297,576 |
Basic (loss) income per share attributable to Horizon Global | ||
Continuing operations (in usd per share) | $ (1.40) | $ (4.30) |
Discontinued operations (in usd per share) | (0.02) | 7.49 |
Total (in usd per share) | (1.42) | 3.19 |
Diluted (loss) income per share attributable to Horizon Global | ||
Continuing operations (in usd per share) | (1.40) | (4.30) |
Discontinued operations (in usd per share) | (0.02) | 7.49 |
Total (in usd per share) | $ (1.42) | $ 3.19 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Antidilutive Securities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 54,847 |
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 | 1,823,573 | 1,172,228 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 5,005,000 | 5,005,000 |
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 | 6,280,251 | 4,381,411 |
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 | $ 11.29 |
Equity Awards - Equity Awards N
Equity Awards - Equity Awards Narrative (Details) | Dec. 31, 2020shares |
Horizon 2015 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Approved for Issuance | 4,400,000 |
Horizon 2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Approved for Issuance | 4,100,000 |
Equity Awards - Stock Options N
Equity Awards - Stock Options Narrative (Details) | Dec. 31, 2020USD ($) |
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, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options Outstanding, beginning balance | shares | 37,737 |
Number of Options Granted | shares | 0 |
Number of Options Exercised | shares | 0 |
Number of Options Cancelled | shares | (18,776) |
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 | $ 10.52 |
Exercise price, Weighted Average Price | $ / shares | 0 |
Options Exercised, Weighted Average Price | $ / shares | 0 |
Options Cancelled, Weighted Average Price | $ / shares | 10.61 |
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) | 5 years |
Options Aggregate Intrinsic Value | $ | $ 0 |
Equity Awards - Restricted Shar
Equity Awards - Restricted Shares Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesRateshares | |
Restricted Stock And Performance Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 1,950,296 | |
Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 1,502,072 | |
Unrecognized Compensation Cost | $ | $ 3.1 | |
Period for Recognition of Share-based Compensation Cost Not yet Recognized | 2 years | |
Restricted shares-based compensation expense | $ | $ 2.7 | $ 2.2 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.92 | |
Market-based restricted shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 3.69 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.43% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 84.10% | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of trading days used to calculate TSR (in trading days) | 20 | |
Minimum | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percent attainment range | Rate | 0.00% | |
Maximum | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percent attainment range | Rate | 200.00% | |
Share-based Payment Arrangement, Tranche One [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 284,859 | 353,592 |
Share-based Payment Arrangement, Tranche Two [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 277,228 | 27,840 |
Share-based Payment Arrangement, Tranche Three [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 21,351 | 245,134 |
Share-based Compensation Award, Tranche Four [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 918,634 | 25,000 |
Share-based Compensation Award, Tranche Five [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 25,000 | |
Share-based Compensation Award, Tranche Six [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 5,000 | |
Share-based Compensation Award, Tranche Seven [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 411,373 | |
Share-based Compensation Award, Tranche Eight [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 857,357 | |
Share-based Compensation Award, Tranche Nine [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 757,357 | |
Share-based Compensation Award, Tranche Ten [Member] | Restricted Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Unvested Restricted Shares Granted | 100,000 |
Equity Awards - Restricted Sh_2
Equity Awards - Restricted Shares Activity Table (Details) - Restricted Shares [Member] | 12 Months Ended |
Dec. 31, 2020$ / 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 | 1,393,085 |
Number of Unvested Restricted Shares Granted | shares | 1,502,072 |
Number of Unvested Restricted Shares Vested | shares | (639,403) |
Number of Unvested Restricted Shares Cancelled | shares | (455,072) |
Number of Unvested Restricted Shares Outstanding, ending balance | shares | 1,800,682 |
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 | $ 4.30 |
Unvested Restricted Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 2.92 |
Unvested Restricted Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 3.91 |
Unvested Restricted Shares Cancelled, Weighted Average Grant Date Fair Value | $ / shares | 4.90 |
Unvested Restricted Shares Outstanding, Weighted Average Grant Date Fair Value, ending | $ / shares | $ 3.14 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 25, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Apr. 30, 2017 |
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) | 27,089,673 | 26,073,894 | |||||
Treasury stock (in shares) | 686,506 | 686,506 | |||||
Common stock, shares outstanding (in shares) | 26,403,167 | 25,387,388 | |||||
Class Of Warrant Or RIght, Number Of Warrants Authorized To Be Issued | 6,250,000 | 6,250,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | |||||
Class Of Warrant Or Right, Issued | 3,601,902 | 3,601,902 | |||||
Class of Warrant or Right, Outstanding | 5,815,039 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 739,111 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 519,206 | ||||||
Share Repurchase Program [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Treasury stock (in shares) | 686,506 | 686,506 | |||||
Number of shares authorized to be repurchased | 1,500,000 | ||||||
Average purchase price for treasury stock | $ 14.55 | $ 14.55 | |||||
Preferred Stock [Member] | Series A [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class Of Warrant Or Right, Issued | 90,667 | 90,667 | 90,667 | ||||
Common Stock Warrants | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 5,815,039 | 6,487,674 | |||||
Conversion of Stock, Shares Converted | 2,952,248 | 2,952,248 | 2,952,248 | ||||
Paid-in Capital | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Exercise of stock warrants | $ 1.1 | $ 0.1 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balances | $ 8,600 | $ (66,220) |
Ending balances | (23,850) | 8,600 |
Derivative Instruments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balances | 0 | 1,960 |
Net unrealized gains arising during the period | 0 | 820 |
Less: Net realized gains reclassified to net income | 2,760 | |
Amounts Reclassified from AOCI | (20) | |
Net change | 0 | (1,960) |
Ending balances | 0 | 0 |
Foreign Currency Translation and Other | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balances | (9,790) | 5,800 |
Net unrealized gains arising during the period | 3,250 | 1,650 |
Less: Net realized gains reclassified to net income | 0 | |
Amounts Reclassified from AOCI | (17,240) | |
Net change | 3,250 | (15,590) |
Ending balances | (6,540) | (9,790) |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning balances | (9,790) | 7,760 |
Net unrealized gains arising during the period | 3,250 | 2,470 |
Less: Net realized gains reclassified to net income | 2,760 | |
Amounts Reclassified from AOCI | (17,260) | |
Net change | 3,250 | (17,550) |
Ending balances | $ (6,540) | $ (9,790) |
Segment Information - Operating
Segment Information - Operating Segment Activity and Net Assets (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total | $ 456,490 | $ 421,040 |
Net sales | 661,230 | 690,450 |
Operating Loss | (6,910) | (57,170) |
Capital Expenditures | $ 13,310 | $ 9,720 |
Number of Operating Segments | segment | 2 | 3 |
Horizon Europe‑Africa | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Net sales | $ 278,850 | $ 317,730 |
Continuing Operations [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Net sales | 661,230 | 690,450 |
Operating Loss | (6,910) | (57,170) |
Capital Expenditures | 13,310 | 9,720 |
Depreciation and Amortization | 22,910 | 21,690 |
Continuing Operations [Member] | Horizon Americas | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Subtotal | 212,570 | 224,430 |
Net sales | 382,380 | 372,720 |
Operating Loss | 27,950 | (10,390) |
Capital Expenditures | 3,670 | 6,590 |
Depreciation and Amortization | 8,420 | 8,670 |
Continuing Operations [Member] | Horizon Europe‑Africa | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Subtotal | 206,900 | 185,810 |
Net sales | 278,850 | 317,730 |
Operating Loss | (8,390) | (12,100) |
Capital Expenditures | 9,640 | 3,080 |
Depreciation and Amortization | 14,280 | 11,720 |
Continuing Operations [Member] | Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Subtotal | 37,020 | 10,800 |
Operating Loss | (26,470) | (34,680) |
Capital Expenditures | 0 | 50 |
Depreciation and Amortization | $ 210 | $ 1,300 |
Segment Information - Revenues
Segment Information - Revenues and Operating Net Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 661,230 | $ 690,450 |
Property and equipment, net | 74,090 | 75,830 |
Export Sales from the United States of America | 44,800 | 36,500 |
Continuing Operations [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 661,230 | 690,450 |
Continuing Operations [Member] | Total U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 370,840 | 362,690 |
Property and equipment, net | 22,720 | 25,650 |
Continuing Operations [Member] | GERMANY | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 207,450 | 209,120 |
Property and equipment, net | 36,690 | 36,480 |
Continuing Operations [Member] | Other Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 63,470 | 95,700 |
Property and equipment, net | 7,940 | 7,780 |
Continuing Operations [Member] | Other Americas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 11,540 | 7,000 |
Property and equipment, net | 2,400 | 1,990 |
Continuing Operations [Member] | SOUTH AFRICA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 7,930 | 15,940 |
Property and equipment, net | 4,340 | 3,930 |
Continuing Operations [Member] | Reportable Geographical Components [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 290,390 | 327,760 |
Property and equipment, net | $ 51,370 | $ 50,180 |
Income Taxes - Income Tax by Ju
Income Taxes - Income Tax by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | ||
Domestic | $ (22,430) | $ (91,100) |
Foreign | (16,630) | (29,730) |
Loss from continuing operations before income tax | $ (39,060) | $ (120,830) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax benefit (expense): | ||
Federal | $ 770 | $ (1,660) |
State and local | (180) | 60 |
Foreign | (1,070) | 5,140 |
Total current income tax benefit (expense) | (480) | 3,540 |
Deferred income tax benefit (expense): | ||
Federal | 170 | 140 |
State and local | 180 | (290) |
Foreign | 1,710 | 7,430 |
Total deferred income tax benefit | 2,060 | 7,280 |
Income tax benefit | $ 1,580 | $ 10,820 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Receivables, net | $ 510 | $ 600 |
Inventories | 2,310 | 3,750 |
Disallowed interest deduction | 25,690 | 19,210 |
Operating lease liabilities | 14,660 | 14,150 |
Accrued liabilities and other long-term liabilities | 8,890 | 7,970 |
Tax loss and credit carryforwards | 31,570 | 31,670 |
Gross deferred tax asset | 83,630 | 77,350 |
Valuation allowances | (55,180) | (50,370) |
Net deferred tax asset | 28,450 | 26,980 |
Deferred tax liabilities: | ||
Property and equipment, net | (2,090) | (3,190) |
Other intangibles, net | (12,270) | (12,790) |
Operating lease right-of-use assets | (11,870) | (11,240) |
Other | (4,070) | (3,370) |
Gross deferred tax liability | (30,300) | (30,590) |
Net deferred tax liability | $ (1,850) | $ (3,610) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||
Deferred Tax Assets, Valuation Allowance | $ 55,180 | $ 50,370 | |
Unrecognized Tax Benefits | 220 | 210 | $ 5,660 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Payable | 200 | 200 | |
Income Tax Expense (Benefit) | (1,580) | (10,820) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense (Benefit) | 0 | (1,200) | |
Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating Loss Carryforwards | 42,800 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating Loss Carryforwards | 59,300 | ||
Foreign Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Operating Loss Carryforwards | 72,100 | ||
Deferred Tax Assets, Valuation Allowance | 500 | $ 4,000 | |
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, 2020 | Dec. 31, 2019 | |
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 | $ 8,210 | $ 25,370 |
State and local taxes, net of federal tax benefit | 1,390 | 3,370 |
Differences in statutory foreign tax rates | 2,810 | 4,310 |
Uncertain tax positions | (20) | 6,620 |
Tax credits | 250 | |
Tax credits | (4,460) | |
Net change in valuation allowance | (4,030) | (24,970) |
Restructuring charges | (5,030) | 950 |
Transition tax | 700 | (1,740) |
Other, net | (2,700) | 1,370 |
Income tax benefit | $ 1,580 | $ 10,820 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized Tax Benefits, Beginning | $ 210 | $ 5,660 |
Tax positions related to current year: | ||
Additions | 0 | 0 |
Reductions | 0 | 0 |
Tax positions related to prior years: | ||
Additions | 0 | 20 |
Reductions | 0 | (4,970) |
Settlements | 0 | 0 |
Lapses in the statutes of limitations | 0 | (400) |
Cumulative translation adjustment | (100) | |
Cumulative translation adjustment | 10 | |
Unrecognized Tax Benefits, Ending | $ 220 | $ 210 |
Other Expenses, Net (Details)
Other Expenses, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Customer pay discounts | $ (1,410) | $ (1,510) |
Foreign currency gain | 910 | 50 |
Loss on sale of business | 0 | (3,630) |
Other | 30 | (300) |
Total | $ (470) | $ (5,390) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 02, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 |
Subsequent Event [Line Items] | ||||
Class Of Warrant Or Right, Issued | 3,601,902 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | $ 1.50 | ||
Subsequent Event | Senior Term Loan Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 100 | |||
Incremental borrowing base | $ 125 | |||
Line Of Credit, Ticking Fee Percentage | 0.25% | |||
Class Of Warrant Or Right, Issued | 3,905,486 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9 | |||
Debt Issuance Costs, Net | $ 11.4 | |||
LIBOR | Subsequent Event | Senior Term Loan Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate | 7.50% | |||
Minimum | LIBOR | Subsequent Event | Senior Term Loan Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Debt Instrument, Capital Expenditures Covenant | Subsequent Event | Senior Term Loan Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Maximum capital expenditures allowed under financial covenant | $ 27.5 | |||
Line of Credit Facility, Carryforward Amount, Percent | 50.00% | |||
Debt Instrument, Secured Net Leverage Ratio | Subsequent Event | Senior Term Loan Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Secured Net Leverage Ratio | 6.50 | |||
Debt Instrument, Call Premium | Subsequent Event | Senior Term Loan Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Call Premium, Percent | 2.50% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
BALANCE AT BEGINNING OF PERIOD | $ 3,210 | $ 4,840 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | 860 | 1,540 |
OTHER | (10) | (1,450) |
DEDUCTIONS | (1,330) | (1,720) |
BALANCE AT END OF PERIOD | 2,730 | 3,210 |
Reserve for inventory valuation | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
BALANCE AT BEGINNING OF PERIOD | 17,980 | 13,180 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | (4,310) | 7,640 |
OTHER | 10 | (300) |
DEDUCTIONS | (70) | (2,540) |
BALANCE AT END OF PERIOD | 13,610 | 17,980 |
Deferred tax valuation allowance | ||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||
BALANCE AT BEGINNING OF PERIOD | 50,370 | 26,650 |
ADDITIONS CHARGED TO COSTS AND EXPENSES | 520 | 4,040 |
OTHER | 6,910 | 19,680 |
DEDUCTIONS | (2,620) | 0 |
BALANCE AT END OF PERIOD | $ 55,180 | $ 50,370 |