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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
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47-3574483
(IRS Employer Identification No.)
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Title of Each Class:
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Name of Each Exchange on Which Registered:
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Common stock, $0.01 par value
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New York Stock Exchange
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Large Accelerated Filer
o
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Accelerated Filer
x
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Non-accelerated Filer
o
(Do not check if a smaller reporting company)
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Smaller Reporting Company
o
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Part IV
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▪
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Towing:
This product category includes devices and accessories installed on a tow-vehicle for the purpose of attaching a trailer, camper, etc. such as hitches, fifth wheels, gooseneck hitches, weight distribution systems, wiring harnesses, draw bars, ball mounts, crossbars, towbars, security and other towing accessories;
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▪
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Trailering:
This product category includes control devices and components of the trailer itself such as brake controls, jacks, winches, couplers, interior and exterior vehicle lighting and brake replacement parts;
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▪
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Cargo Management:
This product category includes a wide variety of products used to facilitate the transportation of various forms of cargo, to secure that cargo or to organize items. Examples of these products are bike racks, roof cross bar systems, cargo carriers, luggage boxes, car interior protective products, rope, tie-downs, tarps, tarp straps, bungee cords, loading ramps and interior travel organizers; and
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▪
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Other:
This product category includes a diverse range of items in our portfolio that do not fit into any of the previous three main categories. Items in this category include tubular push bars, side steps, sports bars, skid plates, oil pans and commercial brooms and brushes.
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▪
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Channel Consolidation
: In the more mature market of the United States, there has been increasing consolidation in distribution networks with larger, more sophisticated aftermarket distributors and retailers gaining market share. In kind, these distributors generally require larger, more sophisticated suppliers with product expertise, category management and supply chain services and capabilities, as well as a global manufacturing and services footprint. We provide customers in this category the opportunity to rationalize their supply base of vendors in our product lines by virtue of our broad offering and product expertise; and
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▪
|
Growth of Online Capabilities
: Reaching consumers directly through online capabilities, including e-commerce, is having an increasing impact on the global automotive aftermarket and retail channels. Establishment of a robust online presence is critical for suppliers regardless of whether or not they participate directly in e-commerce. We believe we are positioned well to take advantage of this continuing trend, given our established online presence. We support consumers by offering a wide range of information on our products and services, including installation videos, custom-fit guides and links to authorized dealers, both brick and mortar and e-commerce.
|
▪
|
Global Platform/Supplier Consolidation
: OEs are adopting global vehicle platforms to decrease product development costs and increase manufacturing efficiency and profitability. As a result, OEs are selecting suppliers that have the capacity to manufacture and deliver products on a worldwide basis as well as the flexibility to adapt products to local variations.
|
▪
|
Outsourcing of Design and Manufacturing of Vehicle Parts and Systems
: OEs continually strive to simplify their assembly processes, lower costs and reduce development times. As a result, they have increasingly relied on suppliers to perform many of the design, engineering, research and development and assembly functions traditionally performed by OEs. Suppliers with extensive design and engineering capabilities are in the best position to benefit from this trend as they are able to offer OEs value-added solutions with superior features and convenience. We believe certain OEs have sought us out to assist with their engineering challenges to increase towing capacity and for the many solutions provided by our existing products; and
|
▪
|
Shorter Product Development Cycles
: Due to frequent shifts in government regulations and customer preferences, OEs are requiring suppliers to continue to provide new designs and product innovations. These trends are prevalent in mature markets as well as, emerging markets, which are advancing rapidly towards the regulatory standards and consumer preferences of the more mature markets. Suppliers with strong technologies, robust global engineering and development capabilities are best positioned to meet OE demands for rapid innovation. Our global engineering footprint and exposure to vehicles early in the development cycle enables a responsive solution to changing customer needs and facilitates the rapid deployment of the solution across the global launch of the customer’s platform.
|
▪
|
Diverse Product Portfolio of Market Leading Brands
. We believe we benefit from a diverse portfolio of high-quality and highly-engineered products sold under globally recognized and market leading brand names. By offering a wide range of products, we are able to provide a complete solution to satisfy our customers' towing, trailering and cargo management needs, as well as serve diverse channels through effective brand management. Our brands are well-known in their respective product areas and channels. We believe that we are the leading supplier of towing products and among the leading suppliers of trailering products globally.
|
▪
|
Global Scale with Flexible Manufacturing Footprint and Supply Chain
. We were built through internal growth and a series of acquisitions to become the only truly global automotive accessories company with the products we offer. We have the ability to produce low-volume, customized, quick-turn products in our global manufacturing facilities, while our sourcing arrangements with third-party suppliers provide us with the flexibility to manufacture or source high-volume products as end-market demand fluctuates. Our flexible manufacturing capability, low-cost manufacturing facilities and established supply chain allow us to more quickly and efficiently respond to changes in end-market demand.
|
▪
|
Long-Term Relationships with a Diverse Customer Base
. Our customers encompass a broad range of OEs, mass merchants, e-commerce websites, distributors, dealers, and independent installers, representing multiple channels to reaching the end consumer. Blue chip customers include Wal-Mart, Ford Motor Company, FCA, Volkswagen, BMW, Mercedes-Benz, AutoZone, Amazon, Toyota, Canadian Tire, LKQ, U-Haul, Home Depot and Etrailer, among others. Our customer relationships are well established, with many exceeding 20 years. These strong partnerships can provide stability to our revenue base through economic cycles. We believe Horizon’s diverse product portfolio, global scale and flexible manufacturing capabilities enable us to provide a unique value proposition to customers.
|
▪
|
Globally Competitive Cost Structure.
Since becoming an independent public company, we have focused on margin improvement activities, identifying and acting on projects to reduce our cost structure. With focused, identifiable projects well under way or complete, we believe we will benefit from improved operating margins and cash flow that can then be deployed to high-value creation activities. The combination of our strong brand names, leading market position, flexible manufacturing and sourcing operations have historically resulted in significant cash flow generation.
|
▪
|
Experienced Management Team
. Our management team is led by our Chief Executive Officer, Mark Zeffiro, who was a senior executive at TriMas for over seven years and has more than 25 years of financial, operational and business leadership experience with companies such as Black & Decker and General Electric Company. David Rice, our Chief Financial Officer, joined TriMas in 2005 and brings more than 30 years of financial, audit and leadership experience to the role. David was previously division finance officer of Cequent Performance Products. John Aleva, President of
Horizon Americas
, has nearly 30 years of experience in automotive aftermarket, retail and OE, and has been with Horizon for over 11 years. The leadership team of
Horizon Asia‑Pacific
includes Jason Kieseker, who joined the Horizon business in 2001 and has held various leadership roles within our
Horizon Asia‑Pacific
business. The leadership team of
Horizon Europe‑Africa
includes Paul Caruso, who has over 30 years of experience in a variety of roles within the industrial and automotive markets.
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▪
|
Margin Expansion.
Our first priority is to drive the organization to a 10% operating margin level within our strategic planning period. We believe the investments made in new and upgraded facilities and equipment over the past few years should provide the foundation, without significant additional investment, for additional margin expansion. We are developing an organization in which all team members are focused on constantly improving the efficiency of all operations through the adoption of lean and continuous improvement practices.
|
▪
|
Capital Structure.
Our second priority is to improve our capital structure. Our net leverage ratio, as defined in certain of the agreements covering our indebtedness, at
December 31, 2016
was approximately
3.6
times. The common stock offering and convertible notes offering executed in 2017 subsequently lowered our leverage ratio. Refer to Note 19, "
Subsequent Events
" in
Item 8
, "
Financial Statements and Supplementary Data
," included within this Annual Report on Form 10-K for additional information. Our long-term net leverage ratio target is less than 2 times. We aim to accomplish this goal through both margin improvement as well as paying down our fixed obligations, and should we decide to do so, we have a structure in place that allows us to prepay debt in addition to the amortization required under our term debt.
|
▪
|
Organic Growth.
Our third priority is to grow the business 3% to 5% on an organic basis, annually. We have identified five broad areas of focused growth activities, involving geographic markets and sales channels, which we believe are particularly aligned with our competitive strengths.
|
▪
|
Original Equipment
. The global market for accessories and vehicle personalization is increasing and automotive manufacturers are looking for suppliers to partner with to create genuine accessories to meet this need. Historically, this has been a regional effort, but the growth of global OE has increased the need for global suppliers. Our geographic footprint, existing customer relationships and the increase in global vehicle platforms align to present us with unique opportunities to grow with our OE customers.
|
▪
|
E-commerce
. We intend to leverage the breadth of our product portfolio and global manufacturing footprint to expand our presence in the high growth e-commerce channel. This strategy is applicable in our developed markets where a focus on content delivery and customer support drive growth. It is also a powerful tool as we look at developing new, less mature markets around the world, enabling a direct connection with the users of our product set.
|
▪
|
Latin American Markets
. Since entering the Latin American market, we have witnessed a desire to accessorize vehicles among new entrants to the middle class. We expanded our global footprint and product portfolio in Brazil by acquiring DHF Soluções Automotivas Ltda and Engetran Engenharia, Indústria, e Comércio de Peças e Acessórios Veiculares Ltda, respectively, which are reported under
Horizon Americas
. We believe these expansions into new geographies provide opportunities for growth, while supporting both new and existing global customers.
|
▪
|
Chinese Market.
China is in the early stages of adoption for towing and trailering products. As this adoption rate increases, there is an opportunity for us to bring our experience in the safe use of these products into the market in a meaningful capacity. The rapidly growing middle class, in concert with a developing interest in an outdoor recreational lifestyle, is expected to result in incremental demand for our automotive aftermarket products and accessories. We intend to leverage our existing relationships with global OEs and our global manufacturing and distribution network to expand our sales in this developing economy.
|
▪
|
Product Innovation.
Our focus in multi-generational product planning is to formalize the process by which we integrate the feedback and needs of users into our product development engine. We look to move beyond simply responding to the feedback that we receive, to anticipating the functionality future products need to possess to enrich the lives of our users.
|
▪
|
require us to dedicate a substantial portion of our cash from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisition and other general corporate purposes;
|
▪
|
increase our vulnerability to adverse economic or industry conditions;
|
▪
|
limit our ability to obtain additional financing in the future to enable us to react to changes in our business; or
|
▪
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
▪
|
volatility of currency exchange between the U.S. dollar and currencies in international markets;
|
▪
|
changes in local government regulations and policies including, but not limited to, foreign currency exchange controls or monetary policy, governmental embargoes, repatriation of earnings, expropriation of property, duty or tariff restrictions, investment limitations and tax policies
|
▪
|
political and economic instability and disruptions, including labor unrest, civil strife, acts of war, guerrilla activities, insurrection and terrorism;
|
▪
|
legislation that regulates the use of chemicals;
|
▪
|
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act ("FCPA");
|
▪
|
compliance with international trade laws and regulations, including export control and economic sanctions, such as anti-dumping duties;
|
▪
|
difficulties in staffing and managing multi-national operations;
|
▪
|
limitations on our ability to enforce legal rights and remedies;
|
▪
|
tax inefficiencies in repatriating cash flow from non-U.S. subsidiaries that could affect our financial results and reduce our ability to service debt;
|
▪
|
reduced protection of intellectual property rights; and
|
▪
|
other risks arising out of foreign sovereignty over the areas where our operations are conducted.
|
▪
|
these historical consolidated financial results include allocations of expenses for services historically provided by TriMas, and those allocations may be significantly lower than the comparable expenses we would have incurred as an independent company;
|
▪
|
our working capital requirements and capital expenditures historically have been satisfied as a part of TriMas' corporate-wide capital allocation and cash management programs; as a result, our debt structure and cost of debt and other capital may be significantly different from that reflected in our historical consolidated financial statements;
|
▪
|
the historical consolidated financial information may not fully reflect the increased costs associated with being an independent public company, including significant changes that have occurred in our cost structure, management, financing arrangements and business operations as a result of our spin-off from TriMas; and
|
▪
|
the historical consolidated financial information may not fully reflect the effects of certain liabilities that will be incurred or have been assumed by us and may not fully reflect the effects of certain assets and liabilities that have been retained by TriMas.
|
▪
|
exemption from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002;
|
▪
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
|
▪
|
exemption from the requirements of holding non-binding stockholder votes on executive compensation arrangements; and
|
▪
|
exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless the SEC otherwise determines, any future audit rules that may be adopted by the Public Company Accounting Oversight Board.
|
Horizon Americas
|
|
Horizon Asia‑Pacific
|
|
Horizon Europe‑Africa
|
|
United States:
Indiana:
South Bend
Iowa:
Fairfield
Michigan:
Plymouth
Ohio:
Solon
Texas:
Dallas
McAllen
International:
Brazil:
Itaquaquecetuba, São Paulo
Canada:
Mississauga, Ontario
Mexico:
Reynosa
|
|
International:
Australia:
Keysborough,Victoria
New Zealand:
Manukau City
Thailand:
Chon Buri
|
|
International:
Germany:
Hartha
Rheda-Wiedenbruck
France:
Luneray
Romania:
Brasov
South Africa:
Pretoria
Springs
United Kingdom:
Deeside
|
|
|
|
Price range of
common stock
|
||||||
|
|
High Price
|
|
Low Price
|
||||
Year ended December 31, 2016
|
|
|
|
|
||||
1st Quarter
|
|
$
|
12.80
|
|
|
$
|
8.06
|
|
2nd Quarter
|
|
$
|
13.10
|
|
|
$
|
10.60
|
|
3rd Quarter
|
|
$
|
20.97
|
|
|
$
|
10.84
|
|
4th Quarter
|
|
$
|
25.36
|
|
|
$
|
19.20
|
|
Year ended December 31, 2015
|
|
|
|
|
||||
2nd Quarter
|
|
$
|
16.25
|
|
|
$
|
15.05
|
|
3rd Quarter
|
|
$
|
15.75
|
|
|
$
|
8.59
|
|
4th Quarter
|
|
$
|
11.00
|
|
|
$
|
8.04
|
|
|
|
Year ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||
|
|
(dollars in thousands, except per share data)
|
||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
649,200
|
|
|
$
|
575,510
|
|
|
$
|
611,780
|
|
|
$
|
588,270
|
|
Gross profit
|
|
160,350
|
|
|
143,040
|
|
|
148,090
|
|
|
125,010
|
|
||||
Operating profit
|
|
6,300
|
|
|
19,570
|
|
|
24,460
|
|
|
5,670
|
|
||||
Net income (loss)
|
|
(12,660
|
)
|
|
8,300
|
|
|
15,350
|
|
|
9,780
|
|
||||
Net (loss) attributable to noncontrolling interest
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to Horizon Global
|
|
(12,360
|
)
|
|
8,300
|
|
|
15,350
|
|
|
9,780
|
|
||||
Net income (loss) per share attributable to Horizon Global:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.66
|
)
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
|
$
|
0.54
|
|
Diluted
|
|
$
|
(0.66
|
)
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
|
$
|
0.54
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
18,775,500
|
|
|
18,064,491
|
|
|
18,062,027
|
|
|
18,062,027
|
|
||||
Diluted
|
|
18,775,500
|
|
|
18,160,852
|
|
|
18,113,416
|
|
|
18,098,645
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
613,370
|
|
|
$
|
331,580
|
|
|
$
|
339,500
|
|
|
$
|
360,680
|
|
Current maturities, long-term debt
|
|
22,900
|
|
|
10,130
|
|
|
460
|
|
|
1,300
|
|
||||
Long-term debt
|
|
327,040
|
|
|
178,610
|
|
|
300
|
|
|
670
|
|
|
|
Year ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
As a Percentage of Net Sales
|
|
2015
|
|
As a Percentage of Net Sales
|
|
2014
|
|
As a Percentage of Net Sales
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
443,240
|
|
|
68.3
|
%
|
|
$
|
429,310
|
|
|
74.6
|
%
|
|
$
|
446,670
|
|
|
73.0
|
%
|
Horizon Asia‑Pacific
|
|
101,880
|
|
|
15.7
|
%
|
|
95,270
|
|
|
16.6
|
%
|
|
110,970
|
|
|
18.1
|
%
|
|||
Horizon Europe‑Africa
|
|
104,080
|
|
|
16.0
|
%
|
|
50,930
|
|
|
8.8
|
%
|
|
54,140
|
|
|
8.8
|
%
|
|||
Total
|
|
$
|
649,200
|
|
|
100.0
|
%
|
|
$
|
575,510
|
|
|
100.0
|
%
|
|
$
|
611,780
|
|
|
100.0
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
131,320
|
|
|
29.6
|
%
|
|
$
|
116,290
|
|
|
27.1
|
%
|
|
$
|
116,710
|
|
|
26.1
|
%
|
Horizon Asia‑Pacific
|
|
22,470
|
|
|
22.1
|
%
|
|
19,100
|
|
|
20.0
|
%
|
|
23,660
|
|
|
21.3
|
%
|
|||
Horizon Europe‑Africa
|
|
6,560
|
|
|
6.3
|
%
|
|
7,650
|
|
|
15.0
|
%
|
|
7,720
|
|
|
14.3
|
%
|
|||
Total
|
|
$
|
160,350
|
|
|
24.7
|
%
|
|
$
|
143,040
|
|
|
24.9
|
%
|
|
$
|
148,090
|
|
|
24.2
|
%
|
Selling, General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
86,470
|
|
|
19.5
|
%
|
|
$
|
84,190
|
|
|
19.6
|
%
|
|
$
|
85,190
|
|
|
19.1
|
%
|
Horizon Asia‑Pacific
|
|
11,210
|
|
|
11.0
|
%
|
|
11,420
|
|
|
12.0
|
%
|
|
15,010
|
|
|
13.5
|
%
|
|||
Horizon Europe‑Africa
|
|
17,180
|
|
|
16.5
|
%
|
|
7,460
|
|
|
14.6
|
%
|
|
8,690
|
|
|
16.1
|
%
|
|||
Corporate
|
|
30,290
|
|
|
N/A
|
|
|
18,280
|
|
|
N/A
|
|
|
14,000
|
|
|
N/A
|
|
|||
Total
|
|
$
|
145,150
|
|
|
22.4
|
%
|
|
$
|
121,350
|
|
|
21.1
|
%
|
|
$
|
122,890
|
|
|
20.1
|
%
|
Net Gain/(Loss) on Disposition of Property and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
(230
|
)
|
|
(0.1
|
)%
|
|
$
|
(1,800
|
)
|
|
(0.4
|
)%
|
|
$
|
(710
|
)
|
|
(0.2
|
)%
|
Horizon Asia‑Pacific
|
|
(30
|
)
|
|
—
|
%
|
|
(30
|
)
|
|
—
|
%
|
|
10
|
|
|
—
|
%
|
|||
Horizon Europe‑Africa
|
|
(280
|
)
|
|
(0.3
|
)%
|
|
(290
|
)
|
|
(0.6
|
)%
|
|
(40
|
)
|
|
(0.1
|
)%
|
|||
Corporate
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|||
Total
|
|
$
|
(540
|
)
|
|
(0.1
|
)%
|
|
$
|
(2,120
|
)
|
|
(0.4
|
)%
|
|
$
|
(740
|
)
|
|
(0.1
|
)%
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
38,680
|
|
|
8.7
|
%
|
|
$
|
30,300
|
|
|
7.1
|
%
|
|
$
|
30,810
|
|
|
6.9
|
%
|
Horizon Asia‑Pacific
|
|
11,230
|
|
|
11.0
|
%
|
|
7,650
|
|
|
8.0
|
%
|
|
8,970
|
|
|
8.1
|
%
|
|||
Horizon Europe‑Africa
|
|
(13,320
|
)
|
|
(12.8
|
)%
|
|
(100
|
)
|
|
(0.2
|
)%
|
|
(1,320
|
)
|
|
(2.4
|
)%
|
|||
Corporate
|
|
(30,290
|
)
|
|
N/A
|
|
|
(18,280
|
)
|
|
N/A
|
|
|
(14,000
|
)
|
|
N/A
|
|
|||
Total
|
|
$
|
6,300
|
|
|
1.0
|
%
|
|
$
|
19,570
|
|
|
3.4
|
%
|
|
$
|
24,460
|
|
|
4.0
|
%
|
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
5,550
|
|
|
1.3
|
%
|
|
$
|
5,970
|
|
|
1.4
|
%
|
|
$
|
4,530
|
|
|
1.0
|
%
|
Horizon Asia‑Pacific
|
|
3,310
|
|
|
3.2
|
%
|
|
1,360
|
|
|
1.4
|
%
|
|
4,480
|
|
|
4.0
|
%
|
|||
Horizon Europe‑Africa
|
|
4,670
|
|
|
4.5
|
%
|
|
690
|
|
|
1.4
|
%
|
|
2,430
|
|
|
4.5
|
%
|
|||
Corporate
|
|
1,010
|
|
|
N/A
|
|
|
300
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|||
Total
|
|
$
|
14,540
|
|
|
2.2
|
%
|
|
$
|
8,320
|
|
|
1.4
|
%
|
|
$
|
11,440
|
|
|
1.9
|
%
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Horizon Americas
|
|
$
|
10,750
|
|
|
2.4
|
%
|
|
$
|
10,750
|
|
|
2.5
|
%
|
|
$
|
11,410
|
|
|
2.6
|
%
|
Horizon Asia‑Pacific
|
|
4,090
|
|
|
4.0
|
%
|
|
4,130
|
|
|
4.3
|
%
|
|
4,830
|
|
|
4.4
|
%
|
|||
Horizon Europe‑Africa
|
|
3,290
|
|
|
3.2
|
%
|
|
2,070
|
|
|
4.1
|
%
|
|
2,690
|
|
|
5.0
|
%
|
|||
Corporate
|
|
90
|
|
|
N/A
|
|
|
130
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|||
Total
|
|
$
|
18,220
|
|
|
2.8
|
%
|
|
$
|
17,080
|
|
|
3.0
|
%
|
|
$
|
18,930
|
|
|
3.1
|
%
|
▪
|
the impacts of the Westfalia Group acquisition;
|
▪
|
global sales growth with our automotive OE customers driven by both new program awards and growth within existing programs; and
|
▪
|
the realization of previously implemented cost savings and productivity initiatives.
|
▪
|
the impact of foreign currency, as our reported results in U.S. dollars were overall negatively impacted as a result of the stronger U.S. dollar relative to certain foreign currencies, particularly in our
Horizon Asia‑Pacific
and
Horizon Europe‑Africa
reportable segments;
|
▪
|
our announcement of plans to close our manufacturing facility in Ciudad Juarez along with its distribution warehouse in El Paso, Texas;
|
▪
|
market dynamics surrounding the consolidation activities of our distribution customers; and
|
▪
|
development of our corporate cost structure as an independent public company.
|
|
|
Year ended
December 31, 2016 |
||
|
|
(dollars in thousands)
|
||
Net loss attributable to Horizon Global
|
|
$
|
(12,360
|
)
|
Bank stipulated adjustments:
|
|
|
||
Interest expense, net (as defined)
|
|
20,080
|
|
|
Income tax benefit
|
|
(3,730
|
)
|
|
Depreciation and amortization
|
|
18,220
|
|
|
Extraordinary charges
|
|
6,830
|
|
|
Non-cash compensation expense
(a)
|
|
3,860
|
|
|
Other non-cash expenses or losses
|
|
16,460
|
|
|
Pro forma EBITDA of permitted acquisition
|
|
13,910
|
|
|
Interest-equivalent costs associated with any Specified Vendor Receivables Financing
|
|
1,200
|
|
|
Items limited to 25% of consolidated EBITDA:
|
|
|
||
Non-recurring expense
(b)
|
|
4,190
|
|
|
Acquisition integration costs
(c)
|
|
4,290
|
|
|
Synergies related to permitted acquisition
(d)
|
|
12,500
|
|
|
EBITDA limitation for non-recurring expenses
(e)
|
|
(4,860
|
)
|
|
Consolidated Bank EBITDA, as defined
|
|
$
|
80,590
|
|
|
|
December 31, 2016
|
||
|
|
(dollars in thousands)
|
||
Total Consolidated Indebtedness
|
|
$
|
288,140
|
|
Consolidated Bank EBITDA, as defined
|
|
80,590
|
|
|
Actual leverage ratio
|
|
3.58
|
|
|
Covenant requirement
|
|
5.25
|
|
|
|
Payments Due by Periods
|
||||||||||||||||||
|
|
Total
|
|
Less than
One Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Contractual cash obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
$
|
347,470
|
|
|
$
|
18,220
|
|
|
$
|
36,440
|
|
|
$
|
282,360
|
|
|
$
|
10,450
|
|
Lease obligations
|
|
65,200
|
|
|
16,910
|
|
|
25,940
|
|
|
15,420
|
|
|
6,930
|
|
|||||
Interest obligations
|
|
95,230
|
|
|
23,430
|
|
|
42,980
|
|
|
28,820
|
|
|
—
|
|
|||||
Deferred purchase price and contingent consideration
|
|
5,700
|
|
|
2,120
|
|
|
3,580
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
513,600
|
|
|
$
|
60,680
|
|
|
$
|
108,940
|
|
|
$
|
326,600
|
|
|
$
|
17,380
|
|
▪
|
An emerging growth company is exempt from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and financial statements, commonly known as an "auditor discussion and analysis."
|
▪
|
An emerging growth company is not required to hold a nonbinding advisory stockholder vote on executive compensation or any golden parachute payments not previously approved by stockholders.
|
▪
|
An emerging growth company is not required to comply with the requirement of auditor attestation of management’s assessment of internal control over financial reporting, which is required for other public reporting companies by Section 404 of the Sarbanes-Oxley Act.
|
▪
|
An emerging growth company is eligible for reduced disclosure obligations regarding executive compensation in its periodic and annual reports, including without limitation exemption from the requirement to provide a compensation discussion and analysis describing compensation practices and procedures.
|
▪
|
A company that is an emerging growth company is eligible for reduced financial statement disclosure in registration statements, which must include two years of audited financial statements rather than the three years of audited financial statements that are required for other public reporting companies.
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
50,240
|
|
|
$
|
23,520
|
|
Receivables, net
|
|
77,570
|
|
|
63,050
|
|
||
Inventories
|
|
146,020
|
|
|
119,470
|
|
||
Prepaid expenses and other current assets
|
|
12,160
|
|
|
5,120
|
|
||
Total current assets
|
|
285,990
|
|
|
211,160
|
|
||
Property and equipment, net
|
|
93,760
|
|
|
45,890
|
|
||
Goodwill
|
|
120,190
|
|
|
4,410
|
|
||
Other intangibles, net
|
|
86,720
|
|
|
56,020
|
|
||
Deferred income taxes
|
|
9,370
|
|
|
4,500
|
|
||
Other assets
|
|
17,340
|
|
|
9,600
|
|
||
Total assets
|
|
$
|
613,370
|
|
|
$
|
331,580
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities, long-term debt
|
|
$
|
22,900
|
|
|
$
|
10,130
|
|
Accounts payable
|
|
111,450
|
|
|
78,540
|
|
||
Accrued liabilities
|
|
63,780
|
|
|
39,820
|
|
||
Total current liabilities
|
|
198,130
|
|
|
128,490
|
|
||
Long-term debt
|
|
327,040
|
|
|
178,610
|
|
||
Deferred income taxes
|
|
25,730
|
|
|
2,910
|
|
||
Other long-term liabilities
|
|
30,410
|
|
|
19,570
|
|
||
Total liabilities
|
|
581,310
|
|
|
329,580
|
|
||
Commitments and contingent liabilities
|
|
—
|
|
|
—
|
|
||
Shareholders' equity:
|
|
|
|
|
||||
Preferred stock $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None |
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 20,899,959 shares at December 31, 2016 and 18,131,865 shares at December 31, 2015 |
|
210
|
|
|
180
|
|
||
Paid-in capital
|
|
54,800
|
|
|
1,260
|
|
||
Accumulated deficit
|
|
(14,310
|
)
|
|
(1,910
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(8,340
|
)
|
|
2,470
|
|
||
Total Horizon Global shareholders' equity
|
|
32,360
|
|
|
2,000
|
|
||
Noncontrolling interest
|
|
(300
|
)
|
|
—
|
|
||
Total shareholders' equity
|
|
32,060
|
|
|
2,000
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
613,370
|
|
|
$
|
331,580
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
649,200
|
|
|
$
|
575,510
|
|
|
$
|
611,780
|
|
Cost of sales
|
|
(488,850
|
)
|
|
(432,470
|
)
|
|
(463,690
|
)
|
|||
Gross profit
|
|
160,350
|
|
|
143,040
|
|
|
148,090
|
|
|||
Selling, general and administrative expenses
|
|
(145,150
|
)
|
|
(121,350
|
)
|
|
(122,890
|
)
|
|||
Net loss on dispositions of property and equipment
|
|
(540
|
)
|
|
(2,120
|
)
|
|
(740
|
)
|
|||
Impairment of intangible assets
|
|
(8,360
|
)
|
|
—
|
|
|
—
|
|
|||
Operating profit
|
|
6,300
|
|
|
19,570
|
|
|
24,460
|
|
|||
Other expense, net:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(20,080
|
)
|
|
(8,810
|
)
|
|
(720
|
)
|
|||
Other expense, net
|
|
(2,610
|
)
|
|
(3,740
|
)
|
|
(3,150
|
)
|
|||
Other expense, net
|
|
(22,690
|
)
|
|
(12,550
|
)
|
|
(3,870
|
)
|
|||
Income (loss) before income tax
|
|
(16,390
|
)
|
|
7,020
|
|
|
20,590
|
|
|||
Income tax benefit (expense)
|
|
3,730
|
|
|
1,280
|
|
|
(5,240
|
)
|
|||
Net income (loss)
|
|
(12,660
|
)
|
|
$
|
8,300
|
|
|
$
|
15,350
|
|
|
Less: Net (loss) attributable to noncontrolling interest
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Horizon Global
|
|
$
|
(12,360
|
)
|
|
$
|
8,300
|
|
|
$
|
15,350
|
|
Net income (loss) per share attributable to Horizon Global:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.66
|
)
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
Diluted
|
|
$
|
(0.66
|
)
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
18,775,500
|
|
|
18,064,491
|
|
|
18,062,027
|
|
|||
Diluted
|
|
18,775,500
|
|
|
18,160,852
|
|
|
18,113,416
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
(12,660
|
)
|
|
$
|
8,300
|
|
|
$
|
15,350
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
|
(10,590
|
)
|
|
(9,510
|
)
|
|
(7,240
|
)
|
|||
Derivative instruments (Note 11)
|
|
(220
|
)
|
|
(640
|
)
|
|
(70
|
)
|
|||
Total other comprehensive loss
|
|
(10,810
|
)
|
|
(10,150
|
)
|
|
(7,310
|
)
|
|||
Total comprehensive income (loss)
|
|
(23,470
|
)
|
|
(1,850
|
)
|
|
8,040
|
|
|||
Comprehensive (loss) attributable to noncontrolling interest
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to Horizon Global
|
|
$
|
(23,170
|
)
|
|
$
|
(1,850
|
)
|
|
$
|
8,040
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(12,660
|
)
|
|
$
|
8,300
|
|
|
$
|
15,350
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisition impact:
|
|
|
|
|
|
|
||||||
Net loss on dispositions of property and equipment
|
|
540
|
|
|
2,120
|
|
|
740
|
|
|||
Impairment of intangible assets
|
|
8,360
|
|
|
—
|
|
|
—
|
|
|||
Depreciation
|
|
10,260
|
|
|
9,740
|
|
|
11,380
|
|
|||
Amortization of intangible assets
|
|
7,960
|
|
|
7,340
|
|
|
7,550
|
|
|||
Amortization of original issuance discount and debt issuance costs
|
|
2,090
|
|
|
830
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(8,430
|
)
|
|
(4,920
|
)
|
|
(2,720
|
)
|
|||
Non-cash compensation expense
|
|
3,860
|
|
|
2,530
|
|
|
2,660
|
|
|||
Amortization of purchase accounting inventory step-up
|
|
6,680
|
|
|
—
|
|
|
—
|
|
|||
(Increase) decrease in receivables
|
|
4,740
|
|
|
(5,460
|
)
|
|
(3,940
|
)
|
|||
(Increase) decrease in inventories
|
|
10,650
|
|
|
(30
|
)
|
|
(210
|
)
|
|||
(Increase) decrease in prepaid expenses and other assets
|
|
(6,300
|
)
|
|
140
|
|
|
1,080
|
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
|
6,300
|
|
|
5,870
|
|
|
(4,440
|
)
|
|||
Other, net
|
|
1,360
|
|
|
450
|
|
|
560
|
|
|||
Net cash provided by operating activities
|
|
35,410
|
|
|
26,910
|
|
|
28,010
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(14,540
|
)
|
|
(8,320
|
)
|
|
(11,440
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(94,370
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from disposition of property and equipment
|
|
470
|
|
|
1,510
|
|
|
330
|
|
|||
Net cash used for investing activities
|
|
(108,440
|
)
|
|
(6,810
|
)
|
|
(11,110
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from borrowing on credit facilities
|
|
41,820
|
|
|
119,340
|
|
|
175,560
|
|
|||
Repayments of borrowings on credit facilities
|
|
(40,200
|
)
|
|
(118,890
|
)
|
|
(175,900
|
)
|
|||
Proceeds from Term B Loan, net of issuance costs
|
|
148,180
|
|
|
192,820
|
|
|
—
|
|
|||
Repayments of borrowings on Term B Loan
|
|
(10,000
|
)
|
|
(5,000
|
)
|
|
—
|
|
|||
Proceeds from ABL Facility, net of issuance costs
|
|
118,430
|
|
|
57,120
|
|
|
—
|
|
|||
Repayments of borrowings on ABL Facility
|
|
(118,430
|
)
|
|
(59,430
|
)
|
|
—
|
|
|||
Repayments of Westfalia Group debt
|
|
(39,000
|
)
|
|
—
|
|
|
—
|
|
|||
Cash dividend paid to former parent
|
|
—
|
|
|
(214,500
|
)
|
|
—
|
|
|||
Net transfers (to) from former parent
|
|
—
|
|
|
27,630
|
|
|
(18,720
|
)
|
|||
Other, net
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
|
100,500
|
|
|
(910
|
)
|
|
(19,060
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(750
|
)
|
|
(1,390
|
)
|
|
—
|
|
|||
Cash and Cash Equivalents:
|
|
|
|
|
|
|
||||||
Increase (decrease) for the year
|
|
26,720
|
|
|
17,800
|
|
|
(2,160
|
)
|
|||
At beginning of year
|
|
23,520
|
|
|
5,720
|
|
|
7,880
|
|
|||
At end of year
|
|
$
|
50,240
|
|
|
$
|
23,520
|
|
|
$
|
5,720
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
17,330
|
|
|
$
|
7,870
|
|
|
$
|
590
|
|
Non-cash investing/financing activities:
|
|
|
|
|
|
|
||||||
Non-cash equity issuance for acquisition of businesses
|
|
$
|
49,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Common Stock
|
|
Paid-in Capital
|
|
Parent Company Investment
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Horizon Global Shareholders' Equity
|
|
Noncontrolling Interest
|
|
Total Shareholders' Equity
|
||||||||||||||||
Balances at December 31, 2013
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181,510
|
|
|
$
|
—
|
|
|
$
|
14,700
|
|
|
$
|
196,210
|
|
|
$
|
—
|
|
|
$
|
196,210
|
|
Net income
|
|
—
|
|
|
—
|
|
|
15,350
|
|
|
—
|
|
|
—
|
|
|
15,350
|
|
|
—
|
|
|
15,350
|
|
||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,310
|
)
|
|
(7,310
|
)
|
|
—
|
|
|
(7,310
|
)
|
||||||||
Net transfers to former parent
|
|
—
|
|
|
—
|
|
|
(16,060
|
)
|
|
—
|
|
|
—
|
|
|
(16,060
|
)
|
|
—
|
|
|
(16,060
|
)
|
||||||||
Balances at December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180,800
|
|
|
$
|
—
|
|
|
$
|
7,390
|
|
|
$
|
188,190
|
|
|
$
|
—
|
|
|
$
|
188,190
|
|
Net income
|
|
—
|
|
|
—
|
|
|
3,680
|
|
|
4,620
|
|
|
—
|
|
|
8,300
|
|
|
—
|
|
|
8,300
|
|
||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,150
|
)
|
|
(10,150
|
)
|
|
—
|
|
|
(10,150
|
)
|
||||||||
Issuance of common stock
|
|
180
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net transfers from former parent
|
|
—
|
|
|
—
|
|
|
23,670
|
|
|
—
|
|
|
5,230
|
|
|
28,900
|
|
|
—
|
|
|
28,900
|
|
||||||||
Cash dividend paid to former parent
|
|
—
|
|
|
—
|
|
|
(214,500
|
)
|
|
—
|
|
|
—
|
|
|
(214,500
|
)
|
|
—
|
|
|
(214,500
|
)
|
||||||||
Non-cash compensation expense
|
|
—
|
|
|
1,260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,260
|
|
|
—
|
|
|
1,260
|
|
||||||||
Reclassification of net parent investment to accumulated deficit
|
|
—
|
|
|
—
|
|
|
6,530
|
|
|
(6,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balances at December 31, 2015
|
|
$
|
180
|
|
|
$
|
1,260
|
|
|
$
|
—
|
|
|
$
|
(1,910
|
)
|
|
$
|
2,470
|
|
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,360
|
)
|
|
—
|
|
|
(12,360
|
)
|
|
(300
|
)
|
|
(12,660
|
)
|
||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,810
|
)
|
|
(10,810
|
)
|
|
—
|
|
|
(10,810
|
)
|
||||||||
Issuance of common stock
|
|
30
|
|
|
49,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,960
|
|
|
—
|
|
|
49,960
|
|
||||||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
(330
|
)
|
||||||||
Exercise of stock options
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||||
Non-cash compensation expense
|
|
—
|
|
|
3,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,860
|
|
|
—
|
|
|
3,860
|
|
||||||||
Impact of adoption of new accounting guidance related to stock based compensation
|
|
—
|
|
|
40
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balances at December 31, 2016
|
|
$
|
210
|
|
|
$
|
54,800
|
|
|
$
|
—
|
|
|
$
|
(14,310
|
)
|
|
$
|
(8,340
|
)
|
|
$
|
32,360
|
|
|
$
|
(300
|
)
|
|
$
|
32,060
|
|
▪
|
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.
|
|
|
Acquisition Date
|
||
|
|
(dollars in thousands)
|
||
Consideration
|
|
|
||
Cash paid, net of cash acquired
|
|
$
|
91,580
|
|
Issuance of common stock
|
|
49,960
|
|
|
Total consideration
|
|
141,540
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
|
||
Receivables, net
|
|
$
|
19,700
|
|
Inventories
|
|
43,290
|
|
|
Other intangibles, net
(a)
|
|
47,780
|
|
|
Prepaid expenses and other current assets
|
|
1,740
|
|
|
Property and equipment, net
|
|
47,480
|
|
|
Accounts payable and accrued liabilities
|
|
(54,150
|
)
|
|
Long-term debt
|
|
(59,140
|
)
|
|
Other long-term liabilities
|
|
(31,210
|
)
|
|
Total identifiable net assets
|
|
15,490
|
|
|
Goodwill
(b)
|
|
126,050
|
|
|
|
|
$
|
141,540
|
|
|
|
Pro forma Combined
(a)
|
||||||
|
|
Year ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(dollars in thousands)
|
||||||
Net sales
|
|
$
|
811,330
|
|
|
$
|
787,930
|
|
Net loss attributable to Horizon Global
|
|
$
|
(12,780
|
)
|
|
$
|
(18,350
|
)
|
Basic earnings per share attributable to Horizon Global
|
|
$
|
(0.61
|
)
|
|
$
|
(0.88
|
)
|
Diluted earnings per share attributable to Horizon Global
|
|
$
|
(0.61
|
)
|
|
$
|
(0.88
|
)
|
1.
|
Pre-tax pro forma adjustments for inventory step-up of
$6.7 million
for each of the years ended December 31, 2016 and December 31, 2015, respectively, associated with the acquisition.
|
2.
|
Pre-tax pro forma adjustments for depreciation expense of
$1.4 million
and
$2.0 million
for the years ended December 31, 2016 and December 31, 2015, respectively, on the property and equipment associated with the acquisition.
|
3.
|
Pre-tax pro forma adjustments for amortization expense of
$1.4 million
and
$1.5 million
for the years ended December 31, 2016 and December 31, 2015, respectively, on the intangible assets associated with the acquisition.
|
4.
|
Pre-tax pro forma adjustments for financing costs of
$0.5 million
and
$0.6 million
for the years ended December 31, 2016 and December 31, 2015, respectively, on the incremental debt associated with the acquisition.
|
5.
|
Pre-tax pro forma adjustments for transaction costs of
$10.3 million
for each of the years ended December 31, 2016 and December 31, 2015, respectively, associated with the acquisition.
|
6.
|
Pre-tax pro forma adjustments of
$8.1 million
and
$10.7 million
for the years ended December 31, 2016 and December 31, 2015, respectively, to reflect interest expense incurred on the incremental term loan and revolver borrowings incurred in order to fund the acquisition.
|
|
|
Horizon Americas
|
|
Horizon Asia‑Pacific
|
|
Horizon Europe‑Africa
|
|
Total
|
||||||||
|
(dollars in thousands)
|
|||||||||||||||
Balances at December 31, 2014
|
|
$
|
6,580
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,580
|
|
Foreign currency translation
|
|
(2,170
|
)
|
|
—
|
|
|
—
|
|
|
(2,170
|
)
|
||||
Balances at December 31, 2015
|
|
$
|
4,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,410
|
|
Goodwill from acquisitions
(a)
|
|
—
|
|
|
—
|
|
|
126,050
|
|
|
126,050
|
|
||||
Foreign currency translation
|
|
960
|
|
|
—
|
|
|
(11,230
|
)
|
|
(10,270
|
)
|
||||
Balances at December 31, 2016
|
|
$
|
5,370
|
|
|
$
|
—
|
|
|
$
|
114,820
|
|
|
$
|
120,190
|
|
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||
Intangible Category by Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships, 5 - 12 years
|
|
$
|
66,000
|
|
|
$
|
(28,440
|
)
|
|
$
|
32,550
|
|
|
$
|
(26,880
|
)
|
Customer relationships, 15 - 25 years
|
|
104,690
|
|
|
(84,120
|
)
|
|
105,380
|
|
|
(78,180
|
)
|
||||
Total customer relationships
|
|
170,690
|
|
|
(112,560
|
)
|
|
137,930
|
|
|
(105,060
|
)
|
||||
Technology and other, 3 - 15 years
|
|
18,410
|
|
|
(14,560
|
)
|
|
14,480
|
|
|
(14,060
|
)
|
||||
Trademark/Trade names, <1 year
|
|
150
|
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
||||
Total finite-lived intangible assets
|
|
189,250
|
|
|
(127,270
|
)
|
|
152,410
|
|
|
(119,120
|
)
|
||||
Trademark/Trade names, indefinite-lived
|
|
24,740
|
|
|
—
|
|
|
22,730
|
|
|
—
|
|
||||
Total other intangible assets
|
|
$
|
213,990
|
|
|
$
|
(127,270
|
)
|
|
$
|
175,140
|
|
|
$
|
(119,120
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Technology and other, included in cost of sales
|
|
$
|
170
|
|
|
$
|
190
|
|
|
$
|
280
|
|
Customer relationships & Trademark/Trade names, included in selling, general and administrative expenses
|
|
7,790
|
|
|
7,150
|
|
|
7,270
|
|
|||
Total amortization expense
|
|
$
|
7,960
|
|
|
$
|
7,340
|
|
|
$
|
7,550
|
|
Year ended December 31,
|
|
Estimated Amortization Expense
|
||
|
|
(dollars in thousands)
|
||
2017
|
|
$
|
9,880
|
|
2018
|
|
6,760
|
|
|
2019
|
|
6,250
|
|
|
2020
|
|
6,240
|
|
|
2021
|
|
4,890
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
(dollars in thousands)
|
||||||
Finished goods
|
|
$
|
89,410
|
|
|
$
|
83,870
|
|
Work in process
|
|
16,270
|
|
|
7,080
|
|
||
Raw materials
|
|
40,340
|
|
|
28,520
|
|
||
Total inventories
|
|
$
|
146,020
|
|
|
$
|
119,470
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
(dollars in thousands)
|
||||||
Land and land improvements
|
|
$
|
520
|
|
|
$
|
—
|
|
Buildings
|
|
20,120
|
|
|
8,330
|
|
||
Machinery and equipment
|
|
138,470
|
|
|
95,860
|
|
||
|
|
159,110
|
|
|
104,190
|
|
||
Less: Accumulated depreciation
|
|
65,350
|
|
|
58,300
|
|
||
Property and equipment, net
|
|
$
|
93,760
|
|
|
$
|
45,890
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Depreciation expense, included in cost of sales
|
|
$
|
8,800
|
|
|
$
|
8,210
|
|
|
$
|
9,580
|
|
Depreciation expense, included in selling, general and administrative expense
|
|
1,460
|
|
|
1,530
|
|
|
1,800
|
|
|||
Total depreciation expense
|
|
$
|
10,260
|
|
|
$
|
9,740
|
|
|
$
|
11,380
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
(dollars in thousands)
|
||||||
Unrecognized tax benefits and related penalties and interest
|
|
$
|
9,720
|
|
|
$
|
7,210
|
|
Deferred purchase price and contingent consideration
|
|
5,070
|
|
|
4,580
|
|
||
Other
|
|
15,620
|
|
|
7,780
|
|
||
Total accrued liabilities
|
|
$
|
30,410
|
|
|
$
|
19,570
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
(dollars in thousands)
|
||||||
Term B Loan
|
|
$
|
328,280
|
|
|
$
|
188,520
|
|
Bank facilities, capital leases and other long-term debt
|
|
21,660
|
|
|
220
|
|
||
|
|
349,940
|
|
|
188,740
|
|
||
Less: Current maturities, long-term debt
|
|
22,900
|
|
|
10,130
|
|
||
Long-term debt
|
|
$
|
327,040
|
|
|
$
|
178,610
|
|
December 31,
|
|
Future maturities of long-term debt
|
||
|
|
(dollars in thousands)
|
||
2017
|
|
$
|
22,900
|
|
2018
|
|
20,020
|
|
|
2019
|
|
19,710
|
|
|
2020
|
|
20,100
|
|
|
2021
|
|
264,800
|
|
|
Thereafter
|
|
11,110
|
|
|
Total
|
|
$
|
358,640
|
|
|
|
|
|
Asset / (Liability) Derivatives
|
||||||
|
|
Balance Sheet Caption
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
|
(dollars in thousands)
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
670
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
Accrued liabilities
|
|
(760
|
)
|
|
(800
|
)
|
||
Cross currency swap
|
|
Other assets
|
|
5,720
|
|
|
—
|
|
||
Total derivatives designated as hedging instruments
|
|
|
|
5,630
|
|
|
(800
|
)
|
||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
30
|
|
||
Foreign currency forward contracts
|
|
Accrued liabilities
|
|
(130
|
)
|
|
(190
|
)
|
||
Total derivatives de-designated as hedging instruments
|
|
|
|
(130
|
)
|
|
(160
|
)
|
||
Total derivatives
|
|
|
|
$
|
5,500
|
|
|
$
|
(960
|
)
|
|
|
Amount of Gain (Loss)
Recognized in AOCI on Derivative (Effective Portion, net of tax) |
|
Location of Gain (Loss) Reclassified from AOCI into Earnings
(Effective Portion) |
|
Amount of Gain (Loss) Reclassified from
AOCI into Earnings |
||||||||||||||||
|
|
As of December 31,
|
|
|
As of December 31,
|
|||||||||||||||||
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||
|
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
||||||||||||||||
Derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency forward contracts
|
|
$
|
(320
|
)
|
|
$
|
(710
|
)
|
|
Cost of sales
|
|
$
|
(1,620
|
)
|
|
$
|
(590
|
)
|
|
$
|
170
|
|
Cross currency swap
|
|
(610
|
)
|
|
—
|
|
|
Other expense, net
|
|
7,510
|
|
|
—
|
|
|
—
|
|
|
|
Frequency
|
|
Asset / (Liability)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
|
|
|
(dollars in thousands)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
Recurring
|
|
$
|
(220
|
)
|
|
$
|
—
|
|
|
$
|
(220
|
)
|
|
$
|
—
|
|
Cross currency swap
|
|
Recurring
|
|
5,720
|
|
|
—
|
|
|
5,720
|
|
|
—
|
|
||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
Recurring
|
|
$
|
(960
|
)
|
|
$
|
—
|
|
|
$
|
(960
|
)
|
|
$
|
—
|
|
Cross currency swap
|
|
Recurring
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
December 31,
|
|
Minimum
|
||
|
|
(dollars in thousands)
|
||
2017
|
|
$
|
15,670
|
|
2018
|
|
13,690
|
|
|
2019
|
|
10,260
|
|
|
2020
|
|
7,710
|
|
|
2021
|
|
6,460
|
|
|
Thereafter
|
|
6,930
|
|
|
Total
|
|
$
|
60,720
|
|
|
|
March 1, 2016 Grant
|
||
Fair value per option
|
|
$
|
3.93
|
|
Exercise price
|
|
$
|
10.08
|
|
Risk-free interest rate
|
|
1.39
|
%
|
|
Dividend yield
|
|
0.00
|
%
|
|
Expected stock volatility
|
|
40.59
|
%
|
|
Expected life (years)
|
|
5.5
|
|
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2015
|
|
218,436
|
|
|
$
|
10.57
|
|
|
|
|
|
||
Granted
|
|
137,372
|
|
|
10.08
|
|
|
|
|
|
|||
Exercised
|
|
(3,086
|
)
|
|
11.02
|
|
|
|
|
|
|||
Canceled, forfeited
|
|
(5,137
|
)
|
|
10.40
|
|
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
347,585
|
|
|
$
|
10.37
|
|
|
8.8
|
|
$
|
4,736,036
|
|
▪
|
2,375
time-based restricted stock units that vested on May 1, 2016
|
▪
|
152,113
time-based restricted stock units that vest in equal installments on March 1, 2017, March 1, 2018 and March 1, 2019
|
▪
|
20,787
time-based restricted stock units that vest on February 1, 2018
|
▪
|
40,000
time-based restricted stock units that vest on March 1, 2019
|
▪
|
68,559
market-based performance stock units that vest on March 1, 2019
|
▪
|
3,968
time-based restricted stock units that vest on March 1, 2018
|
▪
|
40,710
time-based restricted stock units that vest on July 1, 2017
|
▪
|
1,540
time-based restricted stock units that vest on August 1, 2018
|
|
|
Number of Restricted Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2015
|
|
372,219
|
|
|
$
|
13.11
|
|
Granted
|
|
330,052
|
|
|
11.55
|
|
|
Vested
|
|
(129,827
|
)
|
|
14.49
|
|
|
Canceled, forfeited
|
|
(14,881
|
)
|
|
12.17
|
|
|
Outstanding at December 31, 2016
|
|
557,563
|
|
|
$
|
11.89
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands, except for per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Horizon Global
|
|
$
|
(12,360
|
)
|
|
$
|
8,300
|
|
|
$
|
15,350
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding, basic
|
|
18,775,500
|
|
|
18,064,491
|
|
|
18,062,027
|
|
|||
Dilutive effect of stock-based awards
|
|
—
|
|
|
96,361
|
|
|
51,389
|
|
|||
Weighted average shares outstanding, diluted
|
|
18,775,500
|
|
|
18,160,852
|
|
|
18,113,416
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Horizon Global
|
|
$
|
(0.66
|
)
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
Diluted earnings per share attributable to Horizon Global
|
|
$
|
(0.66
|
)
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Number of options
|
|
331,485
|
|
|
212,088
|
|
|
—
|
|
Exercise price of options
|
|
$9.20-11.29
|
|
|
$9.20-11.29
|
|
|
—
|
|
Restricted stock units
|
|
526,751
|
|
|
—
|
|
|
—
|
|
|
|
Derivative Instruments
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
(dollars in thousands)
|
|||||||||||
Balances at December 31, 2013
|
|
$
|
—
|
|
|
$
|
14,700
|
|
|
$
|
14,700
|
|
Net unrealized gains (losses) arising during the period
(a)
|
|
80
|
|
|
(7,240
|
)
|
|
(7,160
|
)
|
|||
Less: Net realized gains reclassified to net income
(b)
|
|
150
|
|
|
—
|
|
|
150
|
|
|||
Net current-period change
|
|
(70
|
)
|
|
(7,240
|
)
|
|
(7,310
|
)
|
|||
Balances at December 31, 2014
|
|
$
|
(70
|
)
|
|
$
|
7,460
|
|
|
$
|
7,390
|
|
Net transfer from former parent
|
|
—
|
|
|
5,230
|
|
|
5,230
|
|
|||
Net unrealized losses arising during the period
(a)
|
|
(1,310
|
)
|
|
(9,510
|
)
|
|
(10,820
|
)
|
|||
Less: Net realized losses reclassified to net income
(b)
|
|
(670
|
)
|
|
—
|
|
|
(670
|
)
|
|||
Net current-period change
|
|
(640
|
)
|
|
(4,280
|
)
|
|
(4,920
|
)
|
|||
Balances at December 31, 2015
|
|
$
|
(710
|
)
|
|
$
|
3,180
|
|
|
$
|
2,470
|
|
Net unrealized gains (losses) arising during the period
(a)
|
|
3,170
|
|
|
(10,590
|
)
|
|
(7,420
|
)
|
|||
Less: Net realized gains reclassified to net income
(b)
|
|
3,390
|
|
|
—
|
|
|
3,390
|
|
|||
Net current-period change
|
|
(220
|
)
|
|
$
|
(10,590
|
)
|
|
(10,810
|
)
|
||
Balances at December 31, 2016
|
|
$
|
(930
|
)
|
|
$
|
(7,410
|
)
|
|
$
|
(8,340
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Net Sales
|
|
|
|
|
|
|
||||||
Horizon Americas
|
|
$
|
443,240
|
|
|
$
|
429,310
|
|
|
$
|
446,670
|
|
Horizon Asia‑Pacific
|
|
101,880
|
|
|
95,270
|
|
|
110,970
|
|
|||
Horizon Europe‑Africa
|
|
104,080
|
|
|
50,930
|
|
|
54,140
|
|
|||
Total
|
|
$
|
649,200
|
|
|
$
|
575,510
|
|
|
$
|
611,780
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
||||||
Horizon Americas
|
|
$
|
38,680
|
|
|
$
|
30,300
|
|
|
$
|
30,810
|
|
Horizon Asia‑Pacific
|
|
11,230
|
|
|
7,650
|
|
|
8,970
|
|
|||
Horizon Europe‑Africa
|
|
(13,320
|
)
|
|
(100
|
)
|
|
(1,320
|
)
|
|||
Corporate
|
|
(30,290
|
)
|
|
(18,280
|
)
|
|
(14,000
|
)
|
|||
Total
|
|
$
|
6,300
|
|
|
$
|
19,570
|
|
|
$
|
24,460
|
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
Horizon Americas
|
|
$
|
5,550
|
|
|
$
|
5,970
|
|
|
$
|
4,530
|
|
Horizon Asia‑Pacific
|
|
3,310
|
|
|
1,360
|
|
|
4,480
|
|
|||
Horizon Europe‑Africa
|
|
4,670
|
|
|
690
|
|
|
2,430
|
|
|||
Corporate
|
|
1,010
|
|
|
300
|
|
|
—
|
|
|||
Total
|
|
$
|
14,540
|
|
|
$
|
8,320
|
|
|
$
|
11,440
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Horizon Americas
|
|
$
|
10,750
|
|
|
$
|
10,750
|
|
|
$
|
11,410
|
|
Horizon Asia‑Pacific
|
|
4,090
|
|
|
4,130
|
|
|
4,830
|
|
|||
Horizon Europe‑Africa
|
|
3,290
|
|
|
2,070
|
|
|
2,690
|
|
|||
Corporate
|
|
90
|
|
|
130
|
|
|
—
|
|
|||
Total
|
|
$
|
18,220
|
|
|
$
|
17,080
|
|
|
$
|
18,930
|
|
|
|
As of December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(dollars in thousands)
|
||||||
Total Assets
|
|
|
|
|
||||
Horizon Americas
|
|
$
|
197,840
|
|
|
$
|
220,150
|
|
Horizon Asia‑Pacific
|
|
61,920
|
|
|
54,390
|
|
||
Horizon Europe - Africa
|
|
299,500
|
|
|
34,970
|
|
||
Corporate
|
|
54,110
|
|
|
22,070
|
|
||
Total
|
|
$
|
613,370
|
|
|
$
|
331,580
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Net Sales
|
|
|
|
|
|
|
||||||
Total U.S.
|
|
$
|
428,770
|
|
|
$
|
412,500
|
|
|
$
|
424,090
|
|
Non-U.S.
|
|
|
|
|
|
|
||||||
Australia
|
|
60,020
|
|
|
73,640
|
|
|
87,010
|
|
|||
Europe
|
|
91,870
|
|
|
39,490
|
|
|
45,340
|
|
|||
Asia
|
|
41,940
|
|
|
21,630
|
|
|
23,960
|
|
|||
Africa
|
|
12,130
|
|
|
11,440
|
|
|
8,800
|
|
|||
Other Americas
|
|
14,470
|
|
|
16,810
|
|
|
22,580
|
|
|||
Total non-U.S
|
|
220,430
|
|
|
163,010
|
|
|
187,690
|
|
|||
Total
|
|
$
|
649,200
|
|
|
$
|
575,510
|
|
|
$
|
611,780
|
|
|
|
As of December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(dollars in thousands)
|
||||||
Net Fixed Assets
|
|
|
|
|
||||
Total U.S.
|
|
$
|
4,700
|
|
|
$
|
4,830
|
|
Non-U.S.
|
|
|
|
|
||||
Australia
|
|
11,120
|
|
|
11,640
|
|
||
Germany
|
|
41,940
|
|
|
2,680
|
|
||
United Kingdom
|
|
17,450
|
|
|
16,460
|
|
||
Other Europe
|
|
5,690
|
|
|
(40
|
)
|
||
Asia
|
|
5,220
|
|
|
5,020
|
|
||
Africa
|
|
4,970
|
|
|
2,270
|
|
||
Other Americas
|
|
2,670
|
|
|
3,030
|
|
||
Total non-U.S
|
|
89,060
|
|
|
41,060
|
|
||
Total
|
|
$
|
93,760
|
|
|
$
|
45,890
|
|
|
|
Year ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Towing
|
|
62.7
|
%
|
|
58.1
|
%
|
|
58.2
|
%
|
Trailering
|
|
21.5
|
%
|
|
23.8
|
%
|
|
24.4
|
%
|
Cargo Management
|
|
8.9
|
%
|
|
9.5
|
%
|
|
10.6
|
%
|
Other
|
|
6.9
|
%
|
|
8.6
|
%
|
|
6.8
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
(14,630
|
)
|
|
$
|
(9,750
|
)
|
|
$
|
5,170
|
|
Foreign
|
|
(1,760
|
)
|
|
16,770
|
|
|
15,420
|
|
|||
Income (loss) before income taxes
|
|
$
|
(16,390
|
)
|
|
$
|
7,020
|
|
|
$
|
20,590
|
|
Current income tax benefit (expense):
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(1,170
|
)
|
|
$
|
550
|
|
|
$
|
(4,690
|
)
|
State and local
|
|
(970
|
)
|
|
(610
|
)
|
|
(450
|
)
|
|||
Foreign
|
|
(2,560
|
)
|
|
(3,580
|
)
|
|
(2,820
|
)
|
|||
Total current income tax expense
|
|
(4,700
|
)
|
|
(3,640
|
)
|
|
(7,960
|
)
|
|||
Deferred income tax benefit (expense):
|
|
|
|
|
|
|
||||||
Federal
|
|
3,800
|
|
|
3,840
|
|
|
2,880
|
|
|||
State and local
|
|
450
|
|
|
(40
|
)
|
|
80
|
|
|||
Foreign
|
|
4,180
|
|
|
1,120
|
|
|
(240
|
)
|
|||
Total deferred income tax benefit
|
|
8,430
|
|
|
4,920
|
|
|
2,720
|
|
|||
Income tax benefit (expense)
|
|
$
|
3,730
|
|
|
$
|
1,280
|
|
|
$
|
(5,240
|
)
|
|
|
As of December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Receivables, net
|
|
$
|
1,440
|
|
|
$
|
1,080
|
|
Inventories
|
|
6,300
|
|
|
3,640
|
|
||
Property and equipment, net
|
|
—
|
|
|
100
|
|
||
Accrued liabilities and other long-term liabilities
|
|
13,670
|
|
|
12,260
|
|
||
Tax loss and credit carryforwards
|
|
6,070
|
|
|
4,570
|
|
||
Gross deferred tax asset
|
|
27,480
|
|
|
21,650
|
|
||
Valuation allowances
|
|
(7,220
|
)
|
|
(4,420
|
)
|
||
Net deferred tax asset
|
|
20,260
|
|
|
17,230
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment, net
|
|
(5,230
|
)
|
|
—
|
|
||
Goodwill and other intangibles, net
|
|
(30,250
|
)
|
|
(14,530
|
)
|
||
Other
|
|
(1,140
|
)
|
|
(1,110
|
)
|
||
Gross deferred tax liability
|
|
(36,620
|
)
|
|
(15,640
|
)
|
||
Net deferred tax (liability) asset
|
|
$
|
(16,360
|
)
|
|
$
|
1,590
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
U.S. federal statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Tax at U.S. federal statutory rate
|
|
$
|
(5,730
|
)
|
|
$
|
2,460
|
|
|
$
|
7,210
|
|
State and local taxes, net of federal tax benefit
|
|
340
|
|
|
650
|
|
|
240
|
|
|||
Differences in statutory foreign tax rates
|
|
(1,230
|
)
|
|
(4,350
|
)
|
|
(4,950
|
)
|
|||
Unrecognized tax benefits
|
|
(1,260
|
)
|
|
(2,950
|
)
|
|
720
|
|
|||
Tax holiday
(1)
|
|
(460
|
)
|
|
(1,190
|
)
|
|
(410
|
)
|
|||
Thin Cap
|
|
260
|
|
|
|
|
|
|
|
|||
Withholding taxes
|
|
300
|
|
|
590
|
|
|
460
|
|
|||
Tax credits
|
|
70
|
|
|
(300
|
)
|
|
(370
|
)
|
|||
Net change in valuation allowance
|
|
1,600
|
|
|
1,480
|
|
|
1,790
|
|
|||
Spin-off related restructuring costs
|
|
—
|
|
|
2,450
|
|
|
—
|
|
|||
Transaction Costs
|
|
2,670
|
|
|
|
|
|
|
|
|||
Other, net
|
|
(290
|
)
|
|
(120
|
)
|
|
550
|
|
|||
Income tax expense (benefit)
|
|
$
|
(3,730
|
)
|
|
$
|
(1,280
|
)
|
|
$
|
5,240
|
|
|
|
Unrecognized
Tax Benefits
|
||
|
|
(dollars in thousands)
|
||
Balance at December 31, 2014
|
|
$
|
9,960
|
|
Tax positions related to current year:
|
|
|
||
Reductions
|
|
(60
|
)
|
|
Tax positions related to prior years:
|
|
|
||
Additions
|
|
—
|
|
|
Reductions
|
|
(2,030
|
)
|
|
Settlements
|
|
—
|
|
|
Lapses in the statutes of limitations
|
|
(3,300
|
)
|
|
Balance at December 31, 2015
|
|
$
|
4,570
|
|
Tax positions related to current year:
|
|
|
||
Additions
|
|
1,690
|
|
|
Reductions
|
|
—
|
|
|
Tax positions related to prior years:
|
|
|
|
|
Additions
|
|
2,870
|
|
|
Reductions
|
|
—
|
|
|
Settlements
|
|
—
|
|
|
Lapses in the statutes of limitations
|
|
(1,120
|
)
|
|
Cumulative Translation Adjustment
|
|
840
|
|
|
Balance at December 31, 2016
|
|
$
|
8,850
|
|
|
|
Three months ended
|
||||||||||||||
|
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
|
|
(unaudited, dollars in thousands, except for per share data)
|
||||||||||||||
Net sales
|
|
$
|
146,110
|
|
|
$
|
167,760
|
|
|
$
|
151,720
|
|
|
$
|
183,610
|
|
Gross profit
|
|
$
|
37,610
|
|
|
$
|
45,710
|
|
|
$
|
42,510
|
|
|
$
|
34,520
|
|
Net income (loss)
|
|
$
|
2,190
|
|
|
$
|
7,330
|
|
|
$
|
370
|
|
|
$
|
(22,550
|
)
|
Net income (loss) attributable to Horizon Global
|
|
$
|
2,190
|
|
|
$
|
7,330
|
|
|
$
|
370
|
|
|
$
|
(22,250
|
)
|
Net income (loss) per share attributable to Horizon Global:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.12
|
|
|
$
|
0.40
|
|
|
$
|
0.02
|
|
|
$
|
(1.07
|
)
|
Diluted
|
|
$
|
0.12
|
|
|
$
|
0.40
|
|
|
$
|
0.02
|
|
|
$
|
(1.07
|
)
|
|
|
Three months ended
|
||||||||||||||
|
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
||||||||
|
|
(unaudited, dollars in thousands, except for per share data)
|
||||||||||||||
Net sales
|
|
$
|
142,360
|
|
|
$
|
158,540
|
|
|
$
|
153,340
|
|
|
$
|
121,270
|
|
Gross profit
|
|
$
|
35,300
|
|
|
$
|
37,750
|
|
|
$
|
37,760
|
|
|
$
|
32,230
|
|
Net income (loss)
|
|
$
|
1,480
|
|
|
$
|
2,200
|
|
|
$
|
6,350
|
|
|
$
|
(1,730
|
)
|
Net income (loss) attributable to Horizon Global
|
|
$
|
1,480
|
|
|
$
|
2,200
|
|
|
$
|
6,350
|
|
|
$
|
(1,730
|
)
|
Net income (loss) per share attributable to Horizon Global:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.08
|
|
|
$
|
0.12
|
|
|
$
|
0.35
|
|
|
$
|
(0.10
|
)
|
Diluted
|
|
$
|
0.08
|
|
|
$
|
0.12
|
|
|
$
|
0.35
|
|
|
$
|
(0.10
|
)
|
Name
|
|
Fees Earned
or Paid in Cash |
|
Stock
Awards (a) |
|
Total
|
||||||
Denise Ilitch
(b)
|
|
$
|
130,277
|
|
|
$
|
79,995
|
|
|
$
|
210,272
|
|
David C. Dauch
|
|
$
|
97,000
|
|
|
$
|
79,995
|
|
|
$
|
176,995
|
|
Richard L. DeVore
|
|
$
|
114,000
|
|
|
$
|
79,995
|
|
|
$
|
193,995
|
|
Scott G. Kunselman
(c)
|
|
$
|
87,777
|
|
|
$
|
106,690
|
|
|
$
|
194,467
|
|
Richard D. Siebert
|
|
$
|
99,000
|
|
|
$
|
79,995
|
|
|
$
|
178,995
|
|
Samuel Valenti III
|
|
$
|
122,000
|
|
|
$
|
79,995
|
|
|
$
|
201,995
|
|
(a)
|
The amounts in this column reflect the grant date fair value (computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718) of the restricted stock unit awards made to our non-employee directors during 2016. Ms. Ilitch and Messrs. Dauch, DeVore, Kunselman, Siebert and Valenti each received 6,785 restricted stock units effective on July 1, 2016. These awards were granted under the Company’s Amended and Restated 2015 Equity and Incentive Compensation Plan (“2015 Plan”) and vest on July 1, 2017, generally subject to a service requirement.
|
(b)
|
Ms. Ilitch became co-chair of the Board effective July 1, 2016, replacing Mr. Valenti, who stepped down as co-chair of the Board effective June 30, 2016.
|
(c)
|
Mr. Kunselman was appointed to the Board on March 8, 2016, and his cash fees for 2016 were pro-rated to reflect his mid-year appointment. On March 15, 2016, Mr. Kunselman received an award of 2,375 restricted stock units, representing his period of Board service from March 8, 2016 through June 30, 2016, which restricted stock units vested in full on May 1, 2016; this award was in addition to the 6,785 restricted stock units that were granted to Mr. Kunselman on July 1, 2016. On August 17, 2016, Mr. Kunselman was appointed as chair of the Compensation Committee, replacing Ms. Ilitch, who stepped down as Compensation Committee chair effective August 16, 2016.
|
Name
|
|
Restricted Stock Unit Awards
|
|
Denise Ilitch
|
|
6,785
|
|
David C. Dauch
|
|
6,785
|
|
Richard L. DeVore
|
|
6,785
|
|
Scott G. Kunselman
|
|
6,785
|
|
Richard D. Siebert
|
|
6,785
|
|
Samuel Valenti III
|
|
6,785
|
|
▪
|
forward the communication to the director or directors to whom it is addressed (matters addressed to the Chair of the Audit Committee will be forwarded unopened directly to the co-chairs);
|
▪
|
attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member, e.g., the communication is a request for information about the Company or is a stock-related matter; or
|
▪
|
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
|
▪
|
A. Mark Zeffiro - President and Chief Executive Officer;
|
▪
|
David G. Rice - Chief Financial Officer; and
|
▪
|
Jay Goldbaum - Legal Director, Chief Compliance Officer and Corporate Secretary.
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
(a)
|
|
Stock Awards
(b)
|
|
Option Awards
(c)
|
|
Non-Equity Incentive Plan Compensation
(d)
|
|
All Other Compensation
(e)
|
|
Total
|
||||||||||||||
A. Mark Zeffiro, President and Chief Executive Officer
|
|
2016
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
$
|
1,190,700
|
|
|
$
|
262,500
|
|
|
$
|
957,000
|
|
|
$
|
128,902
|
|
|
$
|
3,739,102
|
|
|
2015
|
|
$
|
536,335
|
|
|
$
|
—
|
|
|
$
|
1,476,204
|
|
|
$
|
481,771
|
|
|
$
|
599,200
|
|
|
$
|
112,950
|
|
|
$
|
3,206,460
|
|
|
David G. Rice, Chief Financial Officer
|
|
2016
|
|
$
|
290,000
|
|
|
$
|
200,000
|
|
|
$
|
195,750
|
|
|
$
|
65,250
|
|
|
$
|
258,390
|
|
|
$
|
67,797
|
|
|
$
|
1,077,187
|
|
|
2015
|
|
$
|
264,819
|
|
|
$
|
50,000
|
|
|
$
|
224,371
|
|
|
$
|
41,603
|
|
|
$
|
146,800
|
|
|
$
|
35,292
|
|
|
$
|
762,885
|
|
|
Jay Goldbaum, Legal Director
|
|
2016
|
|
$
|
220,000
|
|
|
$
|
150,000
|
|
|
$
|
66,000
|
|
|
$
|
22,000
|
|
|
$
|
135,080
|
|
|
$
|
40,887
|
|
|
$
|
633,967
|
|
|
2015
|
|
$
|
178,042
|
|
|
$
|
65,000
|
|
|
$
|
109,086
|
|
|
$
|
15,854
|
|
|
$
|
87,670
|
|
|
$
|
20,717
|
|
|
$
|
476,369
|
|
(a)
|
Amounts in this column for 2016 represent discretionary cash bonuses for the NEOs that were approved by the Compensation Committee on December 13, 2016 in recognition of the Company’s successful completion of the acquisition of Westfalia-Automotive Holding GmbH and TeIJs Holding B.V. (the “Westfalia Acquisition”), and the valuable contributions provided by each of the NEOs above and beyond normal time and effort in helping to achieve the Company’s goals, objectives and milestones for 2016. The amount reported for Mr. Rice was previously overreported as $250,000 in the Company’s Current Report on Form 8-K filed on December 16, 2016. See “Bonus Compensation” below for more information about these awards.
|
(b)
|
All 2016 awards in this column relate to restricted stock units granted under the 2015 Plan, which awards were calculated in accordance with FASB ASC Topic 718. On March 1, 2016, each NEO received time-based restricted stock unit awards generally intended to vest ratably over a three-year period. In addition, on March 1, 2016, Mr. Zeffiro received an award of time-based restricted stock units generally intended to vest in full on March 1, 2019. On March 1, 2016, each NEO also received an award of performance-based restricted stock units (“PSUs”) that is generally subject to a three-year performance period. For more information regarding the PSU awards, see “2016 Long-Term Incentive Program” below.
For PSUs, the values reported represent the probable outcome of the performance conditions. Assuming that the highest level of performance of the applicable performance conditions is achieved, the grant date fair value of the PSUs would be as follows: $525,000 for Mr. Zeffiro, $130,500 for Mr. Rice, and $44,000 for Mr. Goldbaum.
|
(c)
|
All 2016 awards in this column relate to stock options granted under the 2015 Plan. On March 1, 2016, each NEO was granted stock options, with a ten-year term and generally scheduled to vest ratably over a three-year period. The table reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for this award. Assumptions used in the calculation of these amounts for 2016 are included in Note 13, “Equity Awards,” included in Item 8, “Financial Statements and Supplementary Data,” within this Annual Report on Form 10-K.
|
(d)
|
Short-term incentive plan payments are made in the year subsequent to which they were earned. Short-term incentive amounts earned for 2016 were approved by the Compensation Committee on January 25, 2017. See “2016 Short-Term Incentive Compensation Plan” below for more information about these awards.
|
(e)
|
This column includes flexible cash allowances, Company contributions to retirement and 401(k) plans, Company payment of supplemental long-term disability coverage payments and Company payment for executive physicals for the NEOs. Specifically, in 2016: (i) Mr. Zeffiro received a flexible cash allowance of $55,000, while Messrs. Rice and Goldbaum each received a flexible cash allowance of $25,000; (ii) Company contributions during 2016 into the 401(k) plans were $20,309 for Mr. Zeffiro, $20,309 for Mr. Rice, and $10,796 for Mr. Goldbaum; (iii) Company contributions during 2016 for the executive retirement program were $51,075 for Mr. Zeffiro, $18,525 for Mr. Rice, and $4,394 for Mr. Goldbaum; (iv) Company payments for supplemental long-term disability coverage in 2016 were $2,518 for Mr. Zeffiro, $1,958 for Mr. Rice and $698 for Mr. Goldbaum; and (v) Company payments for executive physicals for the NEOs were $0 for Mr. Zeffiro, $2,005 for Mr. Rice and $0 for Mr. Goldbaum.
|
▪
|
Help attract and retain high-caliber executive talent needed to develop and execute the Company’s strategy;
|
▪
|
Align executives’ interests with overall corporate goals and objectives, core values and shareholder interests;
|
▪
|
Motivate and incentivize executives to achieve financial and strategic objectives;
|
▪
|
Reinforce consistent attainment of above-market performance; and
|
▪
|
Balance short-term performance with long-term value creation.
|
What We Do
(Practices We Have Implemented)
|
|
|
|
What We Don’t Do
(Practices We Have Not Implemented)
|
Review competitive market data sourced from a peer group of companies and compensation databases or tools to understand the market for executive compensation decisions
|
|
|
|
Do not have employment contracts with any of our NEOs
|
Maintain policies prohibiting executives from hedging Company stock and limiting executives’ ability to pledge Company stock
|
|
|
|
Do not maintain compensation programs that we believe create risks reasonably likely to have a material adverse effect on the Company
|
Maintain strong stock ownership guidelines for executives (five times base salary for CEO; three times base salary for other NEOs)
|
|
|
|
Do not provide excise tax gross-ups upon a change in control
|
Use different metrics for annual and long-term incentive compensation
|
|
|
|
Do not discount, reload or reprice stock options without stockholder approval
|
Obtain advice for the Compensation Committee from an external, independent compensation consultant
|
|
|
|
Do not grant equity awards that provide for “single-trigger” vesting upon a change in control
|
Utilize both time-vesting and performance-based equity compensation as part of the Company’s long-term incentive program
|
|
|
|
Do not provide dividends or dividend equivalents on unearned performance-based equity awards
|
Offer limited perquisites or personal benefits that we believe provide a benefit to the Company’s business
|
|
|
|
|
Provide reasonable post-employment and change in control protections
|
|
|
|
|
Maintain a “clawback” policy and include clawback provisions in long-term incentive awards
|
|
|
|
|
Element
|
|
Nature
|
|
Description
|
Base Salary
|
|
Fixed
|
|
Fixed compensation component payable in cash; reviewed annually and subject to adjustment
|
Short-Term Incentive (“STI”) Compensation Plan Awards
|
|
Variable
|
|
STI paid in cash based on performance against annually established goals
|
Long-Term Incentive (“LTI”) Plan Awards
|
|
Variable
|
|
LTI equity-based awards include restricted stock units, performance-based restricted stock units and stock options covering Company common stock
|
Retirement and Welfare Benefits
|
|
Fixed
|
|
Retirement plans, health care and insurance benefits
|
Perquisites and Personal Benefits
|
|
Fixed
|
|
Flexible cash allowance, supplemental long-term disability coverage and executive physicals
|
▪
|
Total target compensation was guided by the peer group composite;
|
▪
|
Annual and long-term incentive plan design was evaluated (for example, performance metrics and weightings and usage of equity-based awards); and
|
▪
|
Equity dilution and run rate levels were evaluated.
|
AMETEK, INC.
|
GENTHERM INCORPORATED
|
STRATTEC SECURITY CORPORATION
|
DORMAN PRODUCTS, INC.
|
MANITEX INTERNATIONAL, INC.
|
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
|
DOUGLAS DYNAMICS, INC.
|
MOTORCAR PARTS OF AMERICA, INC.
|
SUPREME INDUSTRIES, INC.
|
DREW INDUSTRIES INCORPORATED
|
SHILOH INDUSTRIES, INC.
|
WABASH NATIONAL CORPORATION
|
FEDERAL SIGNAL CORPORATION
|
SPARTAN MOTORS, INC.
|
WABCO HOLDINGS INC.
|
FOX FACTORY HOLDING CORP.
|
STANDARD MOTOR PRODUCTS, INC.
|
|
GENTEX CORPORATION
|
STONERIDGE, INC.
|
|
Name
|
|
July 1, 2015
Base Salary Rate
|
|
January 1, 2016
Base Salary Rate
|
|
Percent Increase
|
|||||
A. Mark Zeffiro
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
—
|
%
|
David G. Rice
|
|
$
|
290,000
|
|
|
$
|
290,000
|
|
|
—
|
%
|
Jay Goldbaum
|
|
$
|
200,000
|
|
|
$
|
220,000
|
|
|
10.0
|
%
|
Name
|
|
2016 Target STI
Award Amount |
|
Target Award as a % of January 1, 2016 Base Salary
|
|||
A. Mark Zeffiro
|
|
$
|
600,000
|
|
|
100.0
|
%
|
David G. Rice
|
|
$
|
174,000
|
|
|
60.0
|
%
|
Jay Goldbaum
|
|
$
|
88,000
|
|
|
40.0
|
%
|
▪
|
Recurring Operating Profit Margin - 50%. This metric provides for rewards based on the Company’s performance in consolidated recurring operating profit margin. For purposes of this computation, recurring operating profit margin means earnings before interest, taxes and other income/expense, excluding certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects and asset impairments (recurring operating profit), as a percentage of sales.
|
▪
|
Recurring Cash Flow - 30%.
This metric provides for rewards based on the Company’s recurring cash flow, which is the sum of
the Company’s recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash interest and cash taxes.
|
|
|
|
|
Target Performance
|
|
|
|
|
||||||||||||||
Financial Performance Measure
|
|
Weighting
|
|
Threshold
(40% Payout)
|
|
Target
(100% Payout)
|
|
Maximum
(200% Payout)
|
|
Actual Performance
|
|
Percentage of Incentive Earned
|
||||||||||
Recurring Operating Profit Margin
|
|
50.0
|
%
|
|
5.97
|
%
|
|
7.46
|
%
|
|
8.95
|
%
|
|
7.85
|
%
|
|
63.5
|
%
|
||||
Recurring Cash Flow (in millions)
|
|
30.0
|
%
|
|
$
|
27.83
|
|
|
$
|
34.79
|
|
|
$
|
41.75
|
|
|
$
|
41.75
|
|
|
60.0
|
%
|
Total
|
|
80.0
|
%
|
|
|
|
|
|
|
|
|
|
123.5
|
%
|
▪
|
Engage and align organization;
|
▪
|
Profitably grow business in strategic platforms;
|
▪
|
Strengthen capital structure; and
|
▪
|
Improve operating margins.
|
▪
|
Improve capital structure;
|
▪
|
Develop/improve financial reporting reliability;
|
▪
|
Tax and treasury improvements; and
|
▪
|
Enhance control environment.
|
▪
|
Mobilize compliance roadmap;
|
▪
|
Full SEC compliance;
|
▪
|
Support all aspects of integration and expansion efforts; and
|
▪
|
Support and protect intellectual property portfolio.
|
Name
|
|
Weighting of
Strategic Objectives
Component
|
|
Percentage of
Strategic Objectives
Component Earned
|
|
Percentage of Incentive Earned
|
|
A. Mark Zeffiro
|
|
20%
|
|
180%
|
|
36
|
%
|
David G. Rice
|
|
20%
|
|
125%
|
|
25
|
%
|
Jay Goldbaum
|
|
20%
|
|
150%
|
|
30
|
%
|
Name
|
|
Target STI Award as a % of January 1, 2016 Base Salary
|
|
Target STI Award Amount
|
|
Actual STI Award Earned
|
|
STI Award Amount Earned
|
||||||
A. Mark Zeffiro
|
|
100.0
|
%
|
|
$
|
600,000
|
|
|
159.5
|
%
|
|
$
|
957,000
|
|
David G. Rice
|
|
60.0
|
%
|
|
$
|
174,000
|
|
|
148.5
|
%
|
|
$
|
258,390
|
|
Jay Goldbaum
|
|
40.0
|
%
|
|
$
|
88,000
|
|
|
153.5
|
%
|
|
$
|
135,080
|
|
Name
|
|
Service-Based RSUs Granted March 1, 2016
|
|
Stock Options Granted
March 1, 2016
|
|
PSUs Granted March 1, 2016
|
|
Total 2016 LTI Award Amount
|
|
Total 2016 LTI Award Amount as Percent of Salary
|
|||||||||
A. Mark Zeffiro
|
|
$
|
928,200
|
|
|
$
|
262,500
|
|
|
$
|
262,500
|
|
|
$
|
1,453,200
|
|
|
242.2
|
%
|
David G. Rice
|
|
$
|
130,500
|
|
|
$
|
65,250
|
|
|
$
|
65,250
|
|
|
$
|
261,000
|
|
|
90.0
|
%
|
Jay Goldbaum
|
|
$
|
44,000
|
|
|
$
|
22,000
|
|
|
$
|
22,000
|
|
|
$
|
88,000
|
|
|
40.0
|
%
|
Percentile in 3-Year RTSR Performance vs. Peer Group
|
|
Target PSUs Earned
|
80
th
percentile or above
|
|
200%
|
70
th
percentile
|
|
150%
|
50
th
percentile
|
|
100%
|
35
th
percentile
|
|
50%
|
Below 25
th
percentile
|
|
0%
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options
Exercisable (#) |
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of
Shares or Units of Stock That Have Not Vested (#) |
|
Market Value
of Shares or Units of Stock That Have Not Vested (b) |
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(b)
|
|||||||||||
A. Mark Zeffiro
|
|
3/5/2014
(a)(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,876
|
|
|
$
|
189,024
|
|
|
—
|
|
|
—
|
|
||
|
|
3/5/2014
(a)(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,544
|
|
|
$
|
85,056
|
|
|
—
|
|
|
—
|
|
||
|
|
3/1/2015
(a)(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,741
|
|
|
$
|
425,784
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(f)
|
|
28,167
|
|
|
56,332
|
|
|
$
|
11.02
|
|
|
8/15/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,813
|
|
|
$
|
283,512
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(h)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,473
|
|
|
$
|
2,027,352
|
|
|
—
|
|
|
—
|
|
||
|
|
10/7/2015
(i)
|
|
|
|
30,314
|
|
|
$
|
9.20
|
|
|
10/7/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2016
(j)
|
|
|
|
66,794
|
|
|
$
|
10.08
|
|
|
3/1/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2016
(k)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,083
|
|
|
$
|
1,249,992
|
|
|
—
|
|
|
—
|
|
||
|
|
3/1/2016
(l)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,084
|
|
|
$
|
1,250,016
|
|
||
|
|
3/1/2016
(m)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
|
$
|
960,000
|
|
|
—
|
|
|
—
|
|
||
David G. Rice
|
|
3/5/2014
(a)(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|
$
|
15,888
|
|
|
—
|
|
|
—
|
|
||
|
|
3/5/2014
(a)(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|
$
|
7,176
|
|
|
—
|
|
|
—
|
|
||
|
|
3/1/2015
(a)(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,545
|
|
|
$
|
37,080
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(f)
|
|
2,449
|
|
|
4,896
|
|
|
$
|
11.02
|
|
|
8/15/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
996
|
|
|
$
|
23,904
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(h)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,090
|
|
|
$
|
386,160
|
|
|
—
|
|
|
—
|
|
||
|
|
10/7/2015
(i)
|
|
|
|
2,559
|
|
|
$
|
9.20
|
|
|
10/7/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2016
(j)
|
|
|
|
16,603
|
|
|
$
|
10.08
|
|
|
3/1/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2016
(k)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,946
|
|
|
$
|
310,704
|
|
|
—
|
|
|
—
|
|
||
|
|
3/1/2016
(l)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,946
|
|
|
$
|
310,704
|
|
||
Jay Goldbaum
|
|
3/5/2014
(a)(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
283
|
|
|
$
|
6,792
|
|
|
—
|
|
|
—
|
|
||
|
|
3/5/2014
(a)(d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
$
|
3,096
|
|
|
—
|
|
|
—
|
|
||
|
|
3/1/2015
(a)(e)
|
|
|
|
|
|
|
|
|
|
672
|
|
|
$
|
16,128
|
|
|
—
|
|
|
—
|
|
||||||
|
|
8/15/2015
(f)
|
|
1,065
|
|
|
2,129
|
|
|
$
|
11.02
|
|
|
8/15/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|
$
|
10,248
|
|
|
—
|
|
|
—
|
|
||
|
|
8/15/2015
(h)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,045
|
|
|
$
|
193,080
|
|
|
—
|
|
|
—
|
|
||
|
|
10/7/2015
(i)
|
|
|
|
491
|
|
|
$
|
9.20
|
|
|
10/7/2025
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2016
(j)
|
|
|
|
5,598
|
|
|
$
|
10.08
|
|
|
3/1/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/1/2016
(k)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,365
|
|
|
$
|
104,760
|
|
|
—
|
|
|
—
|
|
||
|
|
3/1/2016
(l)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,366
|
|
|
$
|
104,784
|
|
(a)
|
Awards with a grant date prior to August 15, 2015 were granted by TriMas prior to the spin-off. In connection with the spin-off from TriMas in June 2015, such awards were converted into equity awards covering the Company’s common stock.
|
(b)
|
The market value is based on the Company’s stock price as of December 30, 2016 ($24.00) multiplied by the number of shares or units granted (for PSUs, at the maximum level based on actual performance through December 31, 2016).
|
(c)
|
Restricted share awards generally vest ratably on the first three anniversaries of the grant date.
|
(d)
|
Restricted stock unit awards generally cliff vest on March 5, 2017.
|
(e)
|
Restricted stock unit awards generally vest ratably on the first three anniversaries of the grant date.
|
(f)
|
Stock option awards generally vest ratably on August 15, 2016, March 1, 2017, and March 1, 2018, respectively.
|
(g)
|
Restricted stock units generally vest in full on March 5, 2017.
|
(h)
|
Restricted stock units generally vest in full on July 1, 2018.
|
(i)
|
Stock options generally vest in full on March 5, 2017.
|
(j)
|
Stock options generally vest ratably on the first three anniversaries of the grant date.
|
(k)
|
Restricted stock units generally vest ratably on the first three anniversaries of the grant date.
|
(l)
|
PSU awards are designed to be earned based on the achievement of specific performance measures over a performance period that begins on January 1, 2016 and ends on December 31, 2018. For more information regarding these PSU awards, see “2016 Long-Term Incentive Program” above.
|
(m)
|
Restricted stock units generally vest in full on July 1, 2018.
|
▪
|
Any individual, entity or group acquires beneficial ownership of 35% or more of the voting power of the Company’s outstanding common stock, subject to certain exceptions, as further described in the Severance Policy;
|
▪
|
A majority of members of the Board are replaced by directors whose appointment or election is not approved by a majority of the Company’s directors, subject to certain exceptions, as described in the Severance Policy;
|
▪
|
The Company consummates a reorganization, merger or certain other substantial corporate transactions resulting in a substantial change in the Company’s ownership or leadership, subject to certain exceptions, as described in the Severance Policy; or
|
▪
|
Approval by the Company’s stockholders of a complete liquidation or dissolution of the Company, subject to certain exceptions, as described in the Severance Policy.
|
ACCURIDE CORP
|
|
INTEGRATED ELECTRICAL SVCS
|
ALLIED MOTION TECHNOLOGIES
|
|
INTERNATIONAL WIRE GRP HLDGS
|
AMERESCO INC
|
|
INTERSECTIONS INC
|
API TECHNOLOGIES CORP
|
|
JASON INDUSTRIES INC
|
ARC DOCUMENT SOLUTIONS INC
|
|
KADANT INC
|
ARGAN INC
|
|
KEYW HOLDING CORP
|
BARRETT BUSINESS SVCS INC
|
|
KIMBALL INTERNATIONAL - CL B
|
BLOUNT INTL INC
|
|
KRATOS DEFENSE & SECURITY
|
BMC STOCK HOLDINGS INC
|
|
LAWSON PRODUCTS
|
CAI INTERNATIONAL INC
|
|
LAYNE CHRISTENSEN CO
|
CASELLA WASTE SYS INC - CL A
|
|
LMI AEROSPACE INC
|
CDI CORP
|
|
LSI INDUSTRIES INC
|
CECO ENVIRONMENTAL CORP
|
|
MANITEX INTERNATIONAL INC
|
CELADON GROUP INC
|
|
MILLER INDUSTRIES INC/TN
|
CENVEO INC
|
|
MYR GROUP INC
|
CIVEO CORP
|
|
NEFF CORP
|
COLUMBUS MCKINNON CORP
|
|
NN INC
|
COMMERCIAL VEHICLE GROUP INC
|
|
NORTHWEST PIPE CO
|
CONRAD INDUSTRIES INC
|
|
ORION MARINE GROUP INC
|
COVENANT TRANSPORTATION GROUP
|
|
P.A.M. TRANSPORTATION SVCS
|
CRA INTERNATIONAL INC
|
|
PANGAEA LOGISTICS SOLUTIONS
|
CYPRESS ENERGY PARTNERS LP
|
|
PARK OHIO HOLDINGS CORP
|
DOUGLAS DYNAMICS INC.
|
|
POWELL INDUSTRIES INC
|
DUCOMMUN INC
|
|
POWER SOLUTIONS INTL INC
|
DXP ENTERPRISES INC
|
|
POWERSECURE INTL INC
|
ENNIS INC
|
|
PREFORMED LINE PRODUCTS CO
|
ENPHASE ENERGY INC
|
|
RADIANT LOGISTICS INC
|
FOSTER (LB) CO
|
|
REPUBLIC AIRWAYS HLDGS INC
|
FRANKLIN COVEY CO
|
|
SL INDUSTRIES INC
|
FREIGHTCAR AMERICA INC
|
|
SPARTON CORP
|
FURMANITE CORP
|
|
STARRETT (L.S.) CO - CL A
|
GENERAL FINANCE CORP/DE
|
|
STERLING CONSTRUCTION CO INC
|
GLOBAL BRASS & COPPER HLDGS
|
|
SUPREME INDUSTRIES INC
|
GREAT LAKES DREDGE & DOCK CP
|
|
TITAN INTERNATIONAL INC
|
GP STRATEGIES CORP
|
|
TITAN MACHINERY INC
|
HARDINGE INC
|
|
TRC COS INC
|
HC2 HOLDINGS INC
|
|
TWIN DISC INC
|
HERITAGE-CRYSTAL CLEAN INC
|
|
UNIVERSAL TRUCKLOAD SERVICES
|
HILL INTERNATIONAL INC
|
|
USA TRUCK INC
|
HOUSTON WIRE & CABLE CO
|
|
VECTRUS INC
|
HUDSON GLOBAL INC
|
|
VICOR CORP
|
HURCO COMPANIES INC
|
|
VOLT INFO SCIENCES INC
|
HUTTIG BUILDING PRODUCTS INC
|
|
VSE CORP
|
INNERWORKINGS INC
|
|
XERIUM TECHNOLOGIES INC
|
INSTEEL INDUSTRIES
|
|
|
|
|
|
HORIZON GLOBAL CORPORATION
(Registrant)
|
||
|
|
|
|
|
|
|
|
|
BY:
|
|
/s/ A. MARK ZEFFIRO
|
DATE:
|
March 10, 2017
|
|
|
|
Name: A. Mark Zeffiro
Title:
President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ A. MARK ZEFFIRO
|
|
President and Chief Executive Officer and Co-Chair of the Board of Directors
|
|
March 10, 2017
|
A. Mark Zeffiro
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ DAVID G. RICE
|
|
Chief Financial Officer
|
|
March 10, 2017
|
David G. Rice
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ DENISE ILITCH
|
|
Co-Chair of the Board of Directors
|
|
March 10, 2017
|
Denise Ilitch
|
|
|
|
|
|
|
|
|
|
/s/ DAVID C. DAUCH
|
|
Director
|
|
March 10, 2017
|
David C. Dauch
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD L. DEVORE
|
|
Director
|
|
March 10, 2017
|
Richard L. DeVore
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT G. KUNSELMAN
|
|
Director
|
|
March 10, 2017
|
Scott G. Kunselman
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD D. SIEBERT
|
|
Director
|
|
March 10, 2017
|
Richard D. Siebert
|
|
|
|
|
|
|
|
|
|
/s/ SAMUEL VALENTI III
|
|
Director
|
|
March 10, 2017
|
Samuel Valenti III
|
|
|
|
|
|
|
|
|
ADDITIONS
|
|
|
|
|
||||||||||||
DESCRIPTION
|
|
BALANCE
AT
BEGINNING
OF PERIOD
|
|
CHARGED
TO
COSTS AND
EXPENSES
|
|
CHARGED
(CREDITED)
TO OTHER
ACCOUNTS
(1)
|
|
DEDUCTIONS
(2)
|
|
BALANCE
AT END
OF PERIOD
|
||||||||||
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2016
|
|
$
|
2,960
|
|
|
$
|
910
|
|
|
$
|
50
|
|
|
$
|
110
|
|
|
$
|
3,810
|
|
Year ended December 31, 2015
|
|
$
|
3,230
|
|
|
$
|
470
|
|
|
$
|
320
|
|
|
$
|
1,060
|
|
|
$
|
2,960
|
|
Year ended December 31, 2014
|
|
$
|
2,940
|
|
|
$
|
730
|
|
|
$
|
30
|
|
|
$
|
470
|
|
|
$
|
3,230
|
|
2.1(c)*
|
Separation and Distribution Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.
|
2.2(i)*
|
Share Purchase Agreement, dated as of August 24, 2016, among Horizon Global Corporation and Blitz K 16-102 GmbH and Parcom Deutschland I GmbH & Co. KG, Co-Investment Partners Europe L.P., BaryernLB Private Equity GmbH, Walter Gnauert, Dr. Bernd Welzel, Frank Klebedanz, Jürgen Lotter and Westfalia Mitarbeiterbeteiligungs GmbH & Co. KG.
|
3.1(d)
|
Amended and Restated Certificate of Incorporation of Horizon Global Corporation.
|
3.2(b)
|
Amended and Restated By-laws of Horizon Global Corporation.
|
4.1(j)
|
Indenture, dated as of February 1, 2017, by and between the Company and Wells Fargo Bank, National Association, as Trustee.
|
4.2(j)
|
First Supplemental Indenture, dated as of February 1, 2017, by and between the Company and Wells Fargo Bank, National Association, as Trustee.
|
10.1(c)
|
Tax Sharing Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.
|
10.2(c)
|
Employee Matters Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.
|
10.3(c)
|
Transition Services Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.
|
10.4(c)
|
Noncompetition and Nonsolicitation Agreement, dated as of June 30, 2015, by and between Horizon Global Corporation and TriMas Corporation.
|
10.5(c)
|
Loan Agreement, dated as of June 30, 2015, among the Company, Cequent Performance Products, Inc., Cequent Consumer Products, Inc., the lenders party thereto and Bank of America, N.A., as agent for the lenders.
|
10.6(f)
|
Amended and Restated Loan Agreement, dated as of December 22, 2015, among Horizon Global Corporation, Cequent Performance Products, Inc., Cequent Consumer Products, Inc., Cequent UK Limited, Cequent Towing Products of Canada Ltd., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as agent for the lenders.
|
10.7(f)
|
Foreign Facility Guarantee and Collateral Agreement, dated as of December 22, 2015, among Cequent Performance Products, Inc., certain of its subsidiaries party thereto as grantors and Bank of America, N.A., as agent.
|
10.8(i)
|
Waiver and First Amendment to Amended and Restated Loan Agreement, dated as of October 4, 2016, to the Amended and Restated Loan Agreement, dated as of December 22, 2015, by and among Horizon Global Corporation, Cequent Performance Products, Inc., Cequent Consumer Products, Inc., Cequent UK Limited, Cequent Towing Products of Canada Ltd., the other parties thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.
|
10.9
|
Second Amendment to Amended and Restated Loan Agreement, dated as of January 11, 2017, to the Amended and Restated Loan Agreement, dated as of December 22, 2015, by and among Horizon Global Corporation, Cequent Performance Products, Inc., Cequent Consumer Products, Inc., Cequent UK Limited, Cequent Towing Products of Canada Ltd., the other parties thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.
|
10.10(c)
|
Term Credit Agreement, dated as of June 30, 2015, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent.
|
10.11(i)
|
First Amendment, dated as of September 19, 2016, to the Term Loan Credit Agreement, dated as of June 30, 2015, among Horizon Global Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
|
10.12
|
Second Amendment, dated as of January 11, 2017, to the Term Loan Credit Agreement, dated as of June 30, 2015, among Horizon Global Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
|
10.13(d)**
|
Horizon Global Corporation Executive Retirement Plan effective as of July 1, 2015.
|
10.14(e)**
|
Horizon Global Corporation Executive Severance/Change of Control Policy effective as of July 1, 2015.
|
10.15(a)
|
Form of Indemnification Agreement.
|
10.16(e)**
|
Form of Restricted Stock Units Agreement - Founders Grant - under the 2015 Equity and Incentive Compensation Plan.
|
10.17(e)**
|
Form of Restricted Stock Units Agreement - 2015 Board of Directors - under the 2015 Equity and Incentive Compensation Plan.
|
10.18(e)**
|
Form of Nonqualified Stock Option Agreement - 2015 LTI - under the 2015 Equity and Incentive Compensation Plan.
|
10.19(e)**
|
Form of Nonqualified Stock Option Agreement - Special Award - under the 2015 Equity and Incentive Compensation Plan.
|
10.20(e)**
|
Form of Horizon Replacement Restricted Stock Unit Award Agreement (Converted in connection with the adjustment of TriMas 2013 Performance Stock Units - 2006 Plan).
|
10.21(e)**
|
Form of Horizon Replacement Restricted Stock Unit Award Agreement (Converted in connection with the adjustment of TriMas 2013 Performance Stock Units - 2011 Plan).
|
10.22(e)**
|
Form of Horizon Replacement Restricted Stock Unit Award Agreement (Converted in connection with the adjustment of TriMas 2014 Performance Stock Units - 2011 Plan).
|
10.23(g)**
|
Form of Restricted Stock Units Agreement - CEO Award Program - 2016 Grant - under the Amended and Restated 2015 Equity and Incentive Compensation Plan.
|
10.24(g)**
|
Form of Restricted Stock Units Agreement - Annual Grant - under the Amended and Restated 2015 Equity and Incentive Compensation Plan.
|
10.25(g)**
|
Form of Restricted Stock Units Award Agreement - CEO Grant - under the Amended and Restated 2015 Equity and Incentive Compensation Plan.
|
10.26(g)**
|
Form of Performance Share Units Agreement - Annual Grant - under the Amended and Restated 2015 Equity and Incentive Compensation Plan.
|
10.27(g)**
|
Form of Nonqualified Stock Option Agreement - Annual Grant - under the Amended and Restated 2015 Equity and Incentive Compensation Plan.
|
10.28(h)**
|
Horizon Global Corporation Amended and Restated 2015 Equity and Incentive Compensation Plan.
|
10.29(i)
|
Investors’ Rights Agreement, dated as of October 4, 2016, by and between the Company and Parcom Deutschland I GmbH & Co. KG.
|
10.30(j)
|
Base Call Option Confirmation, dated as of January 26, 2017, by and between the Company and JPMorgan Chase Bank, National Association, London Branch.
|
10.31(j)
|
Additional Call Option Confirmation, dated as of January 27, 2017, by and between the Company and JPMorgan Chase Bank, National Association, London Branch.
|
10.32(j)
|
Base Warrant Confirmation, dated as of January 26, 2017, by and between the Company and JPMorgan Chase Bank, National Association, London Branch.
|
10.33(j)
|
Additional Warrant Confirmation, dated as of January 27, 2017, by and between the Company and JPMorgan Chase Bank, National Association, London Branch.
|
10.34(j)
|
Base Call Option Confirmation, dated as of January 26, 2017, by and between the Company and Wells Fargo Bank, National Association.
|
10.35(j)
|
Additional Call Option Confirmation, dated as of January 27, 2017, by and between the Company and Wells Fargo Bank, National Association.
|
10.36(j)
|
Base Warrant Confirmation, dated as of January 26, 2017, by and between the Company and Wells Fargo Bank, National Association.
|
10.37(j)
|
Additional Warrant Confirmation, dated as of January 27, 2017, by and between the Company and Wells Fargo Bank, National Association.
|
10.38(j)
|
Base Call Option Confirmation, dated as of January 26, 2017, by and between the Company and Bank of America, N.A.
|
10.39(j)
|
Additional Call Option Confirmation, dated as of January 27, 2017, by and between the Company and Bank of America, N.A.
|
10.40(j)
|
Base Warrant Confirmation, dated as of January 26, 2017, by and between the Company and Bank of America, N.A.
|
10.41(j)
|
Additional Warrant Confirmation, dated as of January 27, 2017, by and between the Company and Bank of America, N.A.
|
21.1
|
Horizon Global Corporation Subsidiary List.
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(a)
|
|
Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-1 filed on March 31, 2015 (Reg. No. 333-203138).
|
(b)
|
|
Incorporated by reference to the Exhibits filed with our Registration Statement on Form S-1/A filed on June 11, 2015 (Reg. No. 333-203138).
|
(c)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on July 6, 2015 (File No. 001-37427).
|
(d)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 11, 2015 (File No. 001-37427).
|
(e)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on November 10, 2015 (File No. 001-37427).
|
(f)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on December 23, 2015 (File No. 001-37427).
|
(g)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-K filed on May 3, 2016 (File No. 001-37427).
|
(h)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on May 23, 2016 (File No. 001-37427).
|
(i)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on October 11, 2016 (File No. 001-37427).
|
(j)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on February 1, 2017 (File No. 001-37427).
|
1.
|
I have reviewed this annual report on Form 10-K of Horizon Global Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ A. MARK ZEFFIRO
|
|
A. Mark Zeffiro
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Horizon Global Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ DAVID G. RICE
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David G. Rice
Chief Financial Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ A. MARK ZEFFIRO
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A. Mark Zeffiro
Chief Executive Officer
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1.
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ DAVID G. RICE
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David G. Rice
Chief Financial Officer
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