(Mark One)
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x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Quarterly Period Ended June 30, 2019
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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HZN
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
x
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June 30,
2019 |
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December 31,
2018 |
||||
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(unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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16,760
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$
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27,650
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Receivables, net of allowance for doubtful accounts of approximately $4.4 million and $5.1 million at June 30, 2019 and December 31, 2018, respectively.
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137,660
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108,340
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Inventories
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177,830
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173,690
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||
Prepaid expenses and other current assets
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9,250
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|
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9,690
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||
Total current assets
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341,500
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319,370
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||
Property and equipment, net
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97,830
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102,280
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|
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Operating lease right-of-use assets
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72,220
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—
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|
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Goodwill
|
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12,700
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12,660
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|
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Other intangibles, net
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71,900
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|
|
78,050
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|
||
Deferred income taxes
|
|
2,510
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|
|
2,690
|
|
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Other assets
|
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6,080
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|
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6,300
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Total assets
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$
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604,740
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$
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521,350
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Liabilities and Shareholders' Equity
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Current liabilities:
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|
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Short-term borrowings and current maturities, long-term debt
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$
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166,760
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$
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13,860
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Accounts payable
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111,800
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123,130
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|
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Short-term operating lease liabilities
|
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13,190
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—
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Accrued liabilities
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71,250
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65,820
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Total current liabilities
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363,000
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202,810
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Long-term debt
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238,780
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350,650
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Deferred income taxes
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13,160
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14,150
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Long-term operating lease liabilities
|
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59,020
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—
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Other long-term liabilities
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19,100
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19,960
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Total liabilities
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693,060
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587,570
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|
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Contingencies (See Note 12)
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Shareholders' deficit:
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|
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Preferred stock, $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None
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—
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—
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Common stock, $0.01 par: Authorized 400,000,000 shares; 26,003,240 shares issued and 25,316,734 outstanding at June 30, 2019, and 25,866,747 shares issued and 25,180,241 outstanding at December 31, 2018.
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250
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250
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|
||
Common stock warrants exercisable for 6,554,150 shares issued and outstanding at June 30, 2019; none issued and outstanding at December 31, 2018
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10,720
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—
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Paid-in capital
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161,920
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160,990
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Treasury stock, at cost: 686,506 shares at June 30, 2019 and December 31, 2018
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(10,000
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)
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(10,000
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)
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Accumulated deficit
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(255,900
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)
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(222,720
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)
|
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Accumulated other comprehensive income
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7,770
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7,760
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|
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Total Horizon Global shareholders' deficit
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(85,240
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)
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(63,720
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)
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Noncontrolling interest
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(3,080
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)
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(2,500
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)
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Total shareholders' deficit
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(88,320
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)
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(66,220
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)
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Total liabilities and shareholders' equity
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$
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604,740
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$
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521,350
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Three months ended
June 30, |
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Six months ended
June 30, |
||||||||||||
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2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
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$
|
223,160
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$
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233,340
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$
|
432,820
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$
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450,150
|
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Cost of sales
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|
(179,110
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)
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(185,770
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)
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(356,690
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)
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(364,130
|
)
|
||||
Gross profit
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44,050
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|
47,570
|
|
|
76,130
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|
|
86,020
|
|
||||
Selling, general and administrative expenses
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|
(37,010
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)
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(55,740
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)
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(78,540
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)
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(103,920
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)
|
||||
Impairment of goodwill and intangible assets
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—
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(55,700
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)
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—
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(99,130
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)
|
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Net gain (loss) on dispositions of property and equipment
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10
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(270
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)
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1,470
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(380
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)
|
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Operating profit (loss)
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7,050
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(64,140
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)
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(940
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)
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(117,410
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)
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||||
Other income (expense), net
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400
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|
(6,610
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)
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(5,210
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)
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(7,730
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)
|
||||
Interest expense
|
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(15,430
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)
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|
(6,190
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)
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(26,370
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)
|
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(12,140
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)
|
||||
Loss before income tax
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|
(7,980
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)
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|
(76,940
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)
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(32,520
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)
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(137,280
|
)
|
||||
Income tax (expense) benefit
|
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(160
|
)
|
|
9,780
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(1,240
|
)
|
|
12,360
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|
||||
Net loss
|
|
(8,140
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)
|
|
(67,160
|
)
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(33,760
|
)
|
|
(124,920
|
)
|
||||
Less: Net loss attributable to noncontrolling interest
|
|
(60
|
)
|
|
(230
|
)
|
|
(580
|
)
|
|
(480
|
)
|
||||
Net loss attributable to Horizon Global
|
|
$
|
(8,080
|
)
|
|
$
|
(66,930
|
)
|
|
$
|
(33,180
|
)
|
|
$
|
(124,440
|
)
|
Net loss per share attributable to Horizon Global:
|
|
|
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||||||||
Basic
|
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$
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(0.32
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
(1.31
|
)
|
|
$
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(4.98
|
)
|
Diluted
|
|
$
|
(0.32
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
(1.31
|
)
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|
$
|
(4.98
|
)
|
Weighted average common shares outstanding:
|
|
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|
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|
|
|
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||||||||
Basic
|
|
25,282,791
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|
|
25,017,725
|
|
|
25,235,704
|
|
|
24,990,573
|
|
||||
Diluted
|
|
25,282,791
|
|
|
25,017,725
|
|
|
25,235,704
|
|
|
24,990,573
|
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|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
|
$
|
(8,140
|
)
|
|
$
|
(67,160
|
)
|
|
$
|
(33,760
|
)
|
|
$
|
(124,920
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation and other
|
|
80
|
|
|
(6,880
|
)
|
|
1,290
|
|
|
(3,720
|
)
|
||||
Derivative instruments
|
|
(210
|
)
|
|
790
|
|
|
(1,280
|
)
|
|
2,320
|
|
||||
Total other comprehensive income (loss), net of tax
|
|
(130
|
)
|
|
(6,090
|
)
|
|
10
|
|
|
(1,400
|
)
|
||||
Total comprehensive loss
|
|
(8,270
|
)
|
|
(73,250
|
)
|
|
(33,750
|
)
|
|
(126,320
|
)
|
||||
Less: Comprehensive loss attributable to noncontrolling interest
|
|
(60
|
)
|
|
(310
|
)
|
|
(580
|
)
|
|
(550
|
)
|
||||
Comprehensive loss attributable to Horizon Global
|
|
$
|
(8,210
|
)
|
|
$
|
(72,940
|
)
|
|
$
|
(33,170
|
)
|
|
$
|
(125,770
|
)
|
|
|
Six months ended
June 30, |
||||||
|
|
2019
|
|
2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(33,760
|
)
|
|
$
|
(124,920
|
)
|
Adjustments to reconcile net loss to net cash used for operating activities:
|
|
|
|
|
||||
Net (gain) loss on dispositions of property and equipment
|
|
(1,470
|
)
|
|
380
|
|
||
Depreciation
|
|
9,320
|
|
|
8,240
|
|
||
Amortization of intangible assets
|
|
3,460
|
|
|
4,140
|
|
||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
99,130
|
|
||
Amortization of original issuance discount and debt issuance costs
|
|
9,900
|
|
|
3,870
|
|
||
Deferred income taxes
|
|
(30
|
)
|
|
(1,850
|
)
|
||
Non-cash compensation expense
|
|
940
|
|
|
1,210
|
|
||
Paid-in-kind interest
|
|
4,370
|
|
|
—
|
|
||
Increase in receivables
|
|
(32,330
|
)
|
|
(40,450
|
)
|
||
(Increase) decrease in inventories
|
|
(10,630
|
)
|
|
530
|
|
||
(Increase) decrease in prepaid expenses and other assets
|
|
(940
|
)
|
|
1,510
|
|
||
(Decrease) increase in accounts payable and accrued liabilities
|
|
(360
|
)
|
|
12,590
|
|
||
Other, net
|
|
2,770
|
|
|
260
|
|
||
Net cash used for operating activities
|
|
(48,760
|
)
|
|
(35,360
|
)
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(6,630
|
)
|
|
(7,790
|
)
|
||
Net proceeds from sale of business
|
|
4,970
|
|
|
—
|
|
||
Net proceeds from disposition of property and equipment
|
|
1,580
|
|
|
140
|
|
||
Net cash used for investing activities
|
|
(80
|
)
|
|
(7,650
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
||||
Proceeds from borrowings on credit facilities
|
|
14,100
|
|
|
2,630
|
|
||
Repayments of borrowings on credit facilities
|
|
(840
|
)
|
|
(8,670
|
)
|
||
Proceeds from Second Lien Term Loan, net of issuance costs
|
|
35,520
|
|
|
—
|
|
||
Repayments of borrowings on First Lien Term Loan, inclusive of transaction costs
|
|
(10,090
|
)
|
|
(3,940
|
)
|
||
Proceeds from ABL Revolving Debt, net of issuance costs
|
|
60,340
|
|
|
66,110
|
|
||
Repayments of borrowings on ABL Revolving Debt
|
|
(72,080
|
)
|
|
(13,510
|
)
|
||
Proceeds from issuance of Series A Preferred Stock
|
|
5,340
|
|
|
—
|
|
||
Proceeds from issuance of Warrants
|
|
5,380
|
|
|
—
|
|
||
Other, net
|
|
(10
|
)
|
|
(210
|
)
|
||
Net cash provided by financing activities
|
|
37,660
|
|
|
42,410
|
|
||
Effect of exchange rate changes on cash
|
|
290
|
|
|
(80
|
)
|
||
Cash and Cash Equivalents:
|
|
|
|
|
||||
Decrease for the period
|
|
(10,890
|
)
|
|
(680
|
)
|
||
At beginning of period
|
|
27,650
|
|
|
29,570
|
|
||
At end of period
|
|
$
|
16,760
|
|
|
$
|
28,890
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
11,750
|
|
|
$
|
7,550
|
|
Cash paid for taxes
|
|
$
|
4,950
|
|
|
$
|
3,770
|
|
|
|
Common
Stock |
|
Common Stock Warrants
|
|
Paid-in
Capital |
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Horizon Global Shareholders’ Deficit
|
|
Noncontrolling Interest
|
|
Total Shareholders’ Deficit
|
||||||||||||||||||
Balance at January 1, 2019
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
160,990
|
|
|
$
|
(10,000
|
)
|
|
$
|
(222,720
|
)
|
|
$
|
7,760
|
|
|
$
|
(63,720
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
(66,220
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,100
|
)
|
|
—
|
|
|
(25,100
|
)
|
|
(520
|
)
|
|
(25,620
|
)
|
|||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
140
|
|
|
—
|
|
|
140
|
|
|||||||||
Shares surrendered upon vesting of employees; share based payment awards to cover tax obligations
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
350
|
|
|||||||||
Issuance of Warrants
|
|
—
|
|
|
5,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,380
|
|
|
—
|
|
|
5,380
|
|
|||||||||
Balance at March 31, 2019
|
|
250
|
|
|
5,380
|
|
|
161,330
|
|
|
(10,000
|
)
|
|
(247,820
|
)
|
|
7,900
|
|
|
(82,960
|
)
|
|
(3,020
|
)
|
|
(85,980
|
)
|
|||||||||
Net Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,080
|
)
|
|
—
|
|
|
(8,080
|
)
|
|
(60
|
)
|
|
(8,140
|
)
|
|||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
|||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
590
|
|
|
—
|
|
|
590
|
|
|||||||||
Issuance of Warrants
|
|
|
|
5,340
|
|
|
|
|
|
|
|
|
|
|
5,340
|
|
|
|
|
5,340
|
|
|||||||||||||||
Balance at June 30, 2019
|
|
$
|
250
|
|
|
$
|
10,720
|
|
|
$
|
161,920
|
|
|
$
|
(10,000
|
)
|
|
$
|
(255,900
|
)
|
|
$
|
7,770
|
|
|
$
|
(85,240
|
)
|
|
$
|
(3,080
|
)
|
|
$
|
(88,320
|
)
|
|
|
Common
Stock |
|
Common Stock Warrants
|
|
Paid-in
Capital |
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Horizon Global Shareholders’ Equity
|
|
Noncontrolling Interest
|
|
Total Shareholders’ Equity
|
||||||||||||||||||
Balance at January 1, 2018
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
159,490
|
|
|
$
|
(10,000
|
)
|
|
$
|
(17,860
|
)
|
|
$
|
10,010
|
|
|
$
|
141,890
|
|
|
$
|
(1,490
|
)
|
|
$
|
140,400
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,510
|
)
|
|
—
|
|
|
(57,510
|
)
|
|
(250
|
)
|
|
(57,760
|
)
|
|||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,680
|
|
|
4,680
|
|
|
10
|
|
|
4,690
|
|
|||||||||
Shares surrendered upon vesting of employees; share based payment awards to cover tax obligations
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
720
|
|
|
—
|
|
|
720
|
|
|||||||||
Balance at March 31, 2018
|
|
250
|
|
|
—
|
|
|
160,010
|
|
|
(10,000
|
)
|
|
(75,370
|
)
|
|
14,690
|
|
|
89,580
|
|
|
(1,730
|
)
|
|
87,850
|
|
|||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,930
|
)
|
|
—
|
|
|
(66,930
|
)
|
|
(230
|
)
|
|
(67,160
|
)
|
|||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,010
|
)
|
|
(6,010
|
)
|
|
(80
|
)
|
|
(6,090
|
)
|
|||||||||
Shares surrendered upon vesting of employees; share based payment awards to cover tax obligations
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|
490
|
|
|||||||||
Balance at June 30, 2018
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
160,490
|
|
|
$
|
(10,000
|
)
|
|
$
|
(142,300
|
)
|
|
$
|
8,680
|
|
|
$
|
17,120
|
|
|
$
|
(2,040
|
)
|
|
$
|
15,080
|
|
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Horizon
Asia-Pacific |
|
Total
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
||||||||
Automotive OEM
|
|
$
|
23,670
|
|
|
$
|
45,910
|
|
|
$
|
5,610
|
|
|
$
|
75,190
|
|
Automotive OES
|
|
1,810
|
|
|
16,030
|
|
|
14,380
|
|
|
32,220
|
|
||||
Aftermarket
|
|
28,850
|
|
|
20,080
|
|
|
5,150
|
|
|
54,080
|
|
||||
Retail
|
|
33,180
|
|
|
—
|
|
|
2,150
|
|
|
35,330
|
|
||||
Industrial
|
|
6,930
|
|
|
860
|
|
|
3,280
|
|
|
11,070
|
|
||||
E-commerce
|
|
14,480
|
|
|
580
|
|
|
—
|
|
|
15,060
|
|
||||
Other
|
|
—
|
|
|
210
|
|
|
—
|
|
|
210
|
|
||||
Total
|
|
$
|
108,920
|
|
|
$
|
83,670
|
|
|
$
|
30,570
|
|
|
$
|
223,160
|
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Horizon
Asia-Pacific |
|
Total
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
||||||||
Automotive OEM
|
|
$
|
19,950
|
|
|
$
|
47,360
|
|
|
$
|
6,120
|
|
|
$
|
73,430
|
|
Automotive OES
|
|
1,660
|
|
|
12,890
|
|
|
16,260
|
|
|
30,810
|
|
||||
Aftermarket
|
|
31,710
|
|
|
24,410
|
|
|
6,300
|
|
|
62,420
|
|
||||
Retail
|
|
34,580
|
|
|
—
|
|
|
2,080
|
|
|
36,660
|
|
||||
Industrial
|
|
10,300
|
|
|
—
|
|
|
3,660
|
|
|
13,960
|
|
||||
E-commerce
|
|
9,570
|
|
|
1,270
|
|
|
—
|
|
|
10,840
|
|
||||
Other
|
|
310
|
|
|
4,910
|
|
|
—
|
|
|
5,220
|
|
||||
Total
|
|
$
|
108,080
|
|
|
$
|
90,840
|
|
|
$
|
34,420
|
|
|
$
|
233,340
|
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Horizon
Asia-Pacific |
|
Total
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
||||||||
Automotive OEM
|
|
$
|
43,910
|
|
|
$
|
94,830
|
|
|
$
|
12,370
|
|
|
$
|
151,110
|
|
Automotive OES
|
|
3,420
|
|
|
29,330
|
|
|
27,600
|
|
|
60,350
|
|
||||
Aftermarket
|
|
53,000
|
|
|
36,370
|
|
|
10,910
|
|
|
100,280
|
|
||||
Retail
|
|
61,620
|
|
|
—
|
|
|
4,870
|
|
|
66,490
|
|
||||
Industrial
|
|
16,210
|
|
|
1,560
|
|
|
6,810
|
|
|
24,580
|
|
||||
E-commerce
|
|
26,260
|
|
|
1,100
|
|
|
—
|
|
|
27,360
|
|
||||
Other
|
|
—
|
|
|
2,650
|
|
|
—
|
|
|
2,650
|
|
||||
Total
|
|
$
|
204,420
|
|
|
$
|
165,840
|
|
|
$
|
62,560
|
|
|
$
|
432,820
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Horizon
Asia-Pacific |
|
Total
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
||||||||
Automotive OEM
|
|
$
|
40,000
|
|
|
$
|
94,280
|
|
|
$
|
12,510
|
|
|
$
|
146,790
|
|
Automotive OES
|
|
2,530
|
|
|
27,380
|
|
|
29,980
|
|
|
59,890
|
|
||||
Aftermarket
|
|
58,230
|
|
|
45,200
|
|
|
13,040
|
|
|
116,470
|
|
||||
Retail
|
|
66,730
|
|
|
—
|
|
|
5,190
|
|
|
71,920
|
|
||||
Industrial
|
|
20,520
|
|
|
—
|
|
|
7,230
|
|
|
27,750
|
|
||||
E-commerce
|
|
15,590
|
|
|
2,590
|
|
|
—
|
|
|
18,180
|
|
||||
Other
|
|
700
|
|
|
8,450
|
|
|
—
|
|
|
9,150
|
|
||||
Total
|
|
$
|
204,300
|
|
|
$
|
177,900
|
|
|
$
|
67,950
|
|
|
$
|
450,150
|
|
|
|
Horizon Americas
|
|
Horizon
Asia-Pacific |
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at December 31, 2018
|
|
$
|
4,500
|
|
|
$
|
8,160
|
|
|
$
|
12,660
|
|
Foreign currency translation
|
|
30
|
|
|
10
|
|
|
40
|
|
|||
Balance at June 30, 2019
|
|
$
|
4,530
|
|
|
$
|
8,170
|
|
|
$
|
12,700
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
Intangible Category by Useful Life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships, 2 – 20 years
|
|
$
|
174,200
|
|
|
$
|
(131,030
|
)
|
|
$
|
177,910
|
|
|
$
|
(127,740
|
)
|
Technology and other, 3 – 15 years
|
|
21,260
|
|
|
(15,540
|
)
|
|
21,000
|
|
|
(15,910
|
)
|
||||
Trademark/Trade names, 1 – 8 years
|
|
730
|
|
|
(280
|
)
|
|
730
|
|
|
(250
|
)
|
||||
Total finite-lived intangible assets
|
|
196,190
|
|
|
(146,850
|
)
|
|
199,640
|
|
|
(143,900
|
)
|
||||
Trademark/Trade names, indefinite-lived
|
|
22,560
|
|
|
—
|
|
|
22,310
|
|
|
—
|
|
||||
Total other intangible assets
|
|
$
|
218,750
|
|
|
$
|
(146,850
|
)
|
|
$
|
221,950
|
|
|
$
|
(143,900
|
)
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Technology and other, included in cost of sales
|
|
$
|
270
|
|
|
$
|
290
|
|
|
$
|
720
|
|
|
$
|
560
|
|
Customer relationships and Trademark/Trade names, included in selling, general and administrative expenses
|
|
1,120
|
|
|
1,620
|
|
|
2,740
|
|
|
3,580
|
|
||||
Total amortization expense
|
|
$
|
1,390
|
|
|
$
|
1,910
|
|
|
$
|
3,460
|
|
|
$
|
4,140
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Finished goods
|
|
$
|
104,480
|
|
|
$
|
103,090
|
|
Work in process
|
|
19,420
|
|
|
19,660
|
|
||
Raw materials
|
|
53,930
|
|
|
50,940
|
|
||
Total inventories
|
|
$
|
177,830
|
|
|
$
|
173,690
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Land and land improvements
|
|
$
|
460
|
|
|
$
|
460
|
|
Buildings
|
|
24,010
|
|
|
21,440
|
|
||
Machinery and equipment
|
|
162,660
|
|
|
161,750
|
|
||
|
|
187,130
|
|
|
183,650
|
|
||
Less: Accumulated depreciation
|
|
89,300
|
|
|
81,370
|
|
||
Property and equipment, net
|
|
$
|
97,830
|
|
|
$
|
102,280
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Depreciation expense, included in cost of sales
|
|
$
|
4,460
|
|
|
$
|
3,810
|
|
|
$
|
8,380
|
|
|
$
|
7,600
|
|
Depreciation expense, included in selling, general and administrative expense
|
|
590
|
|
|
300
|
|
|
940
|
|
|
640
|
|
||||
Total depreciation expense
|
|
$
|
5,050
|
|
|
$
|
4,110
|
|
|
$
|
9,320
|
|
|
$
|
8,240
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Customer claims
|
|
$
|
16,110
|
|
|
$
|
14,160
|
|
Accrued compensation
|
|
14,250
|
|
|
10,230
|
|
||
Customer incentives
|
|
12,740
|
|
|
10,100
|
|
||
Accrued professional services
|
|
4,260
|
|
|
4,770
|
|
||
Restructuring
|
|
3,980
|
|
|
7,530
|
|
||
Deferred purchase price
|
|
3,260
|
|
|
3,400
|
|
||
Short-term tax liabilities
|
|
1,260
|
|
|
1,930
|
|
||
Cross currency swap
|
|
—
|
|
|
1,610
|
|
||
Other
|
|
15,390
|
|
|
12,090
|
|
||
Total accrued liabilities
|
|
$
|
71,250
|
|
|
$
|
65,820
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Long-term tax liabilities
|
|
$
|
6,490
|
|
|
$
|
6,270
|
|
Restructuring
|
|
2,200
|
|
|
2,580
|
|
||
Deferred purchase price
|
|
250
|
|
|
30
|
|
||
Other
|
|
10,160
|
|
|
11,080
|
|
||
Total other long-term liabilities
|
|
$
|
19,100
|
|
|
$
|
19,960
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
ABL Facility
|
|
$
|
51,190
|
|
|
$
|
61,570
|
|
First Lien Term Loan
|
|
187,000
|
|
|
190,520
|
|
||
Second Lien Term Loan
|
|
53,170
|
|
|
—
|
|
||
Convertible Notes
|
|
125,000
|
|
|
125,000
|
|
||
Bank facilities, capital leases and other long-term debt
|
|
31,790
|
|
|
18,990
|
|
||
|
|
448,150
|
|
|
396,080
|
|
||
Less:
|
|
|
|
|
||||
Unamortized debt issuance costs and original issuance discount on First Lien Term Loan
|
|
6,750
|
|
|
7,380
|
|
||
Unamortized debt issuance costs and discount on Second Lien Term Loan
|
|
14,720
|
|
|
—
|
|
||
Unamortized debt issuance costs and discount on Convertible Notes
|
|
21,140
|
|
|
24,190
|
|
||
Current maturities, long-term debt
|
|
166,760
|
|
|
13,860
|
|
||
Long-term debt
|
|
$
|
238,780
|
|
|
$
|
350,650
|
|
|
|
|
|
Asset / (Liability) Derivatives
|
||||||
|
|
Balance Sheet Caption
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
(dollars in thousands)
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
670
|
|
|
$
|
1,910
|
|
Cross currency swap
|
|
Accrued liabilities
|
|
—
|
|
|
(2,480
|
)
|
||
Total derivatives designated as hedging instruments
|
|
|
|
670
|
|
|
(570
|
)
|
||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
180
|
|
|
290
|
|
||
Cross currency swap
|
|
Accrued liabilities
|
|
(70
|
)
|
|
(90
|
)
|
||
Total derivatives de-designated as hedging instruments
|
|
|
|
110
|
|
|
200
|
|
||
Total derivatives
|
|
|
|
$
|
780
|
|
|
$
|
(370
|
)
|
|
|
Six months ended June 30,
|
||||||||||||||
|
|
2019
|
2018
|
|||||||||||||
|
|
Cost of sales
|
|
Interest expense
|
|
Cost of sales
|
|
Interest expense
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Total Amounts of Expense Line Items Presented in the Statement of Operations in Which the Effects of Cash Flow Hedges are Recorded
|
|
$
|
(356,690
|
)
|
|
$
|
(26,370
|
)
|
|
$
|
(364,130
|
)
|
|
$
|
(12,140
|
)
|
Amount of Gain Reclassified from AOCI into Earnings
|
|
|
||||||||||||||
Derivatives classified as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
1,410
|
|
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
—
|
|
Cross currency swap
|
|
$
|
—
|
|
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
3,220
|
|
|
|
Gain (Loss) Recognized in Earnings
|
|
Location of Gain (Loss) Recognized in Earnings
|
||||||||||||||
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||
|
|
(dollars in thousands)
|
|
|
||||||||||||||
Derivatives not designated as hedging instruments:
|
||||||||||||||||||
Foreign currency forward contracts
|
|
$
|
60
|
|
|
$
|
(60
|
)
|
|
$
|
(160
|
)
|
|
$
|
20
|
|
|
Cost of sales
|
Cross currency swap
|
|
$
|
30
|
|
|
$
|
120
|
|
|
$
|
20
|
|
|
$
|
(60
|
)
|
|
Other income (expense), net
|
|
|
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)
|
||||||||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
Recurring
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
—
|
|
Cross currency swaps
|
|
Recurring
|
|
$
|
(70
|
)
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
|
$
|
—
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
Recurring
|
|
$
|
2,200
|
|
|
$
|
—
|
|
|
$
|
2,200
|
|
|
$
|
—
|
|
Cross currency swaps
|
|
Recurring
|
|
$
|
(2,570
|
)
|
|
$
|
—
|
|
|
$
|
(2,570
|
)
|
|
$
|
—
|
|
|
|
Employee Costs
|
|
Facility Closure and Other Costs
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at January 1, 2019
|
|
$
|
4,990
|
|
|
$
|
5,120
|
|
|
$
|
10,110
|
|
Payments and other
(1)
|
|
(2,940
|
)
|
|
$
|
(990
|
)
|
|
(3,930
|
)
|
||
Balance at June 30, 2019
|
|
$
|
2,050
|
|
|
$
|
4,130
|
|
|
$
|
6,180
|
|
Years ending December 31,
|
|
Operating Leases
|
||
|
|
(dollars in thousands)
|
||
2019
|
|
$
|
10,800
|
|
2020
|
|
17,600
|
|
|
2021
|
|
15,650
|
|
|
2022
|
|
12,230
|
|
|
2023
|
|
9,310
|
|
|
2024 and thereafter
|
|
30,470
|
|
|
Total lease payments
|
|
96,060
|
|
|
Less imputed interest
|
|
(23,850
|
)
|
|
Present value of lease liabilities
|
|
$
|
72,210
|
|
December 31,
|
|
Minimum Payments
|
||
|
|
(dollars in thousands)
|
||
2019
|
|
$
|
15,820
|
|
2020
|
|
14,790
|
|
|
2021
|
|
12,590
|
|
|
2022
|
|
7,900
|
|
|
2023
|
|
4,830
|
|
|
Thereafter
|
|
13,090
|
|
|
Total
|
|
$
|
69,020
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(dollars in thousands, except share and per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Horizon Global
|
|
$
|
(8,080
|
)
|
|
$
|
(66,930
|
)
|
|
$
|
(33,180
|
)
|
|
$
|
(124,440
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic
|
|
25,282,791
|
|
|
25,017,725
|
|
|
25,235,704
|
|
|
24,990,573
|
|
||||
Dilutive effect of stock-based awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average shares outstanding, diluted
|
|
25,282,791
|
|
|
25,017,725
|
|
|
25,235,704
|
|
|
24,990,573
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic loss per share attributable to Horizon Global
|
|
$
|
(0.32
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(4.98
|
)
|
Diluted loss per share attributable to Horizon Global
|
|
$
|
(0.32
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(4.98
|
)
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Number of options
|
|
55,389
|
|
|
308,348
|
|
|
65,181
|
|
|
321,341
|
|
Exercise price of options
|
|
$9.20 - $11.29
|
|
|
$9.20 - $11.29
|
|
|
$9.20 - $11.29
|
|
|
$9.20 - $11.29
|
|
Restricted stock units
|
|
1,259,552
|
|
|
835,560
|
|
|
868,263
|
|
|
737,865
|
|
Convertible Notes
|
|
5,005,000
|
|
|
5,005,000
|
|
|
5,005,000
|
|
|
5,005,000
|
|
Convertible Notes warrants
|
|
5,005,000
|
|
|
5,005,000
|
|
|
5,005,000
|
|
|
5,005,000
|
|
Second Lien Term Loan warrants
|
|
3,764,113
|
|
|
—
|
|
|
2,210,855
|
|
|
—
|
|
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2018
|
|
92,967
|
|
|
$
|
10.40
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled, forfeited
|
|
(39,646
|
)
|
|
10.31
|
|
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at June 30, 2019
|
|
53,321
|
|
|
$
|
10.43
|
|
|
6.1
|
|
$
|
—
|
|
|
|
Number of Restricted Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2018
|
|
419,928
|
|
|
$
|
9.75
|
|
Granted
|
|
1,438,924
|
|
|
3.45
|
|
|
Vested
|
|
(141,803
|
)
|
|
7.19
|
|
|
Canceled, forfeited
|
|
(208,634
|
)
|
|
4.17
|
|
|
Outstanding at June 30, 2019
|
|
1,508,415
|
|
|
$
|
4.35
|
|
|
|
Derivative Instruments
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at January 1, 2019
|
|
$
|
1,960
|
|
|
$
|
5,800
|
|
|
$
|
7,760
|
|
Net unrealized gains arising during the period
(a)
|
|
970
|
|
|
1,290
|
|
|
2,260
|
|
|||
Less: Net realized gains reclassified to net loss
(b)
|
|
2,250
|
|
|
—
|
|
|
2,250
|
|
|||
Net current-period change
|
|
(1,280
|
)
|
|
1,290
|
|
|
10
|
|
|||
Balance at June 30, 2019
|
|
$
|
680
|
|
|
$
|
7,090
|
|
|
$
|
7,770
|
|
|
|
Derivative Instruments
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at January 1, 2018
|
|
$
|
(390
|
)
|
|
$
|
10,400
|
|
|
$
|
10,010
|
|
Net unrealized gains (losses) arising during the period
(a)
|
|
5,060
|
|
|
(3,650
|
)
|
|
1,410
|
|
|||
Less: Net realized losses reclassified to net loss
(b)
|
|
2,740
|
|
|
—
|
|
|
2,740
|
|
|||
Net current-period change
|
|
2,320
|
|
|
(3,650
|
)
|
|
(1,330
|
)
|
|||
Balance at June 30, 2018
|
|
$
|
1,930
|
|
|
$
|
6,750
|
|
|
$
|
8,680
|
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
||||||||
Horizon Americas
|
|
$
|
108,920
|
|
|
$
|
108,080
|
|
|
$
|
204,420
|
|
|
$
|
204,300
|
|
Horizon Europe-Africa
|
|
83,670
|
|
|
90,840
|
|
|
165,840
|
|
|
177,900
|
|
||||
Horizon Asia-Pacific
|
|
30,570
|
|
|
34,420
|
|
|
62,560
|
|
|
67,950
|
|
||||
Total
|
|
$
|
223,160
|
|
|
$
|
233,340
|
|
|
$
|
432,820
|
|
|
$
|
450,150
|
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
||||||||
Horizon Americas
|
|
$
|
9,490
|
|
|
$
|
2,570
|
|
|
$
|
7,990
|
|
|
$
|
(2,540
|
)
|
Horizon Europe-Africa
|
|
1,580
|
|
|
(55,690
|
)
|
|
(1,610
|
)
|
|
(100,780
|
)
|
||||
Horizon Asia-Pacific
|
|
4,400
|
|
|
4,670
|
|
|
9,780
|
|
|
9,060
|
|
||||
Corporate
|
|
(8,420
|
)
|
|
(15,690
|
)
|
|
(17,100
|
)
|
|
(23,150
|
)
|
||||
Total
|
|
$
|
7,050
|
|
|
$
|
(64,140
|
)
|
|
$
|
(940
|
)
|
|
$
|
(117,410
|
)
|
|
|
Three months ended
June 30, |
|
Six months ended
June 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Loss on sale of business
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,630
|
)
|
|
$
|
—
|
|
Foreign currency gain / (loss)
|
|
730
|
|
|
(1,200
|
)
|
|
(600
|
)
|
|
(520
|
)
|
||||
Customer pay discounts
|
|
(410
|
)
|
|
(510
|
)
|
|
(920
|
)
|
|
(790
|
)
|
||||
Accretion arising from lease recovery
|
|
(30
|
)
|
|
(80
|
)
|
|
(70
|
)
|
|
(150
|
)
|
||||
Brazil acquisition indemnification asset
|
|
—
|
|
|
(320
|
)
|
|
—
|
|
|
(1,120
|
)
|
||||
Brink acquisition termination fees
|
|
—
|
|
|
(4,500
|
)
|
|
—
|
|
|
(5,130
|
)
|
||||
Other
|
|
110
|
|
|
—
|
|
|
10
|
|
|
(20
|
)
|
||||
Total
|
|
$
|
400
|
|
|
$
|
(6,610
|
)
|
|
$
|
(5,210
|
)
|
|
$
|
(7,730
|
)
|
|
|
Three months ended June 30,
|
|
Change
|
|
Constant Currency Change
|
||||||||||||||||||||||
|
|
2019
|
|
As a Percentage of Net Sales
|
|
2018
|
|
As a Percentage of Net Sales
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
108,920
|
|
|
48.8
|
%
|
|
$
|
108,080
|
|
|
46.3
|
%
|
|
$
|
840
|
|
|
0.8
|
%
|
|
$
|
1,010
|
|
|
0.9
|
%
|
Horizon Europe-Africa
|
|
83,670
|
|
|
37.5
|
%
|
|
90,840
|
|
|
38.9
|
%
|
|
(7,170
|
)
|
|
(7.9
|
%)
|
|
(1,860
|
)
|
|
(2.0
|
%)
|
||||
Horizon Asia-Pacific
|
|
30,570
|
|
|
13.7
|
%
|
|
34,420
|
|
|
14.8
|
%
|
|
(3,850
|
)
|
|
(11.2
|
%)
|
|
(2,150
|
)
|
|
(6.2
|
%)
|
||||
Total
|
|
$
|
223,160
|
|
|
100.0
|
%
|
|
$
|
233,340
|
|
|
100.0
|
%
|
|
$
|
(10,180
|
)
|
|
(4.4
|
%)
|
|
$
|
(3,000
|
)
|
|
(1.3
|
%)
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
26,890
|
|
|
24.7
|
%
|
|
$
|
26,920
|
|
|
24.9
|
%
|
|
$
|
(30
|
)
|
|
(0.1
|
%)
|
|
$
|
10
|
|
|
—
|
%
|
Horizon Europe-Africa
|
|
9,410
|
|
|
11.2
|
%
|
|
12,200
|
|
|
13.4
|
%
|
|
(2,790
|
)
|
|
(22.9
|
%)
|
|
(2,040
|
)
|
|
(16.7
|
%)
|
||||
Horizon Asia-Pacific
|
|
7,750
|
|
|
25.4
|
%
|
|
8,450
|
|
|
24.5
|
%
|
|
(700
|
)
|
|
(8.3
|
%)
|
|
(390
|
)
|
|
(4.6
|
%)
|
||||
Total
|
|
$
|
44,050
|
|
|
19.7
|
%
|
|
$
|
47,570
|
|
|
20.4
|
%
|
|
$
|
(3,520
|
)
|
|
(7.4
|
%)
|
|
$
|
(2,420
|
)
|
|
(5.1
|
%)
|
Selling, General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
17,450
|
|
|
16.0
|
%
|
|
$
|
24,270
|
|
|
22.5
|
%
|
|
$
|
(6,820
|
)
|
|
(28.1
|
%)
|
|
$
|
(6,780
|
)
|
|
(27.9
|
%)
|
Horizon Europe-Africa
|
|
7,800
|
|
|
9.3
|
%
|
|
11,990
|
|
|
13.2
|
%
|
|
(4,190
|
)
|
|
(34.9
|
%)
|
|
(3,880
|
)
|
|
(32.4
|
%)
|
||||
Horizon Asia-Pacific
|
|
3,340
|
|
|
10.9
|
%
|
|
3,790
|
|
|
11.0
|
%
|
|
(450
|
)
|
|
(11.9
|
%)
|
|
(260
|
)
|
|
(6.9
|
%)
|
||||
Corporate
(1)
|
|
8,420
|
|
|
3.8
|
%
|
|
15,690
|
|
|
6.7
|
%
|
|
(7,270
|
)
|
|
(46.3
|
%)
|
|
N/A
|
|
|
N/A
|
|
||||
Total
|
|
$
|
37,010
|
|
|
16.6
|
%
|
|
$
|
55,740
|
|
|
23.9
|
%
|
|
$
|
(18,730
|
)
|
|
(33.6
|
%)
|
|
$
|
(10,920
|
)
|
|
(14.0
|
%)
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
9,490
|
|
|
8.7
|
%
|
|
$
|
2,570
|
|
|
2.4
|
%
|
|
$
|
6,920
|
|
|
269.3
|
%
|
|
$
|
6,920
|
|
|
269.3
|
%
|
Horizon Europe-Africa
|
|
1,580
|
|
|
1.9
|
%
|
|
(55,690
|
)
|
|
(61.3
|
)%
|
|
57,270
|
|
|
(102.8
|
%)
|
|
57,880
|
|
|
(103.9
|
%)
|
||||
Horizon Asia-Pacific
|
|
4,400
|
|
|
14.4
|
%
|
|
4,670
|
|
|
13.6
|
%
|
|
(270
|
)
|
|
(5.8
|
%)
|
|
(160
|
)
|
|
(3.4
|
%)
|
||||
Corporate
(1)
|
|
(8,420
|
)
|
|
(3.8
|
)%
|
|
(15,690
|
)
|
|
(6.7
|
)%
|
|
7,270
|
|
|
(46.3
|
%)
|
|
N/A
|
|
|
N/A
|
|
||||
Total
|
|
$
|
7,050
|
|
|
3.2
|
%
|
|
$
|
(64,140
|
)
|
|
(27.5
|
)%
|
|
$
|
71,190
|
|
|
(111.0
|
%)
|
|
$
|
64,640
|
|
|
(10.2
|
%)
|
|
|
Three months ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
23,670
|
|
|
$
|
19,950
|
|
|
$
|
3,720
|
|
|
18.6
|
%
|
Automotive OES
|
|
1,810
|
|
|
1,660
|
|
|
150
|
|
|
9.0
|
%
|
|||
Aftermarket
|
|
28,850
|
|
|
31,710
|
|
|
(2,860
|
)
|
|
(9.0
|
)%
|
|||
Retail
|
|
33,180
|
|
|
34,580
|
|
|
(1,400
|
)
|
|
(4.0
|
)%
|
|||
Industrial
|
|
6,930
|
|
|
10,300
|
|
|
(3,370
|
)
|
|
(32.7
|
)%
|
|||
E-commerce
|
|
14,480
|
|
|
9,570
|
|
|
4,910
|
|
|
51.3
|
%
|
|||
Other
|
|
—
|
|
|
310
|
|
|
(310
|
)
|
|
N/A
|
|
|||
Total
|
|
$
|
108,920
|
|
|
$
|
108,080
|
|
|
$
|
840
|
|
|
0.8
|
%
|
–
|
$3.8 million unfavorable manufacturing variances and absorption; and
|
–
|
$3.2 million unfavorable input costs primarily related to higher commodity, freight and tariff costs; partially offset by
|
–
|
$4.0 million favorable current year pricing increases; and
|
–
|
$3.6 million of additional costs incurred in the prior-year period related to restructuring and footprint rationalization projects primarily related to the distribution center move to Kansas City.
|
–
|
$1.8 million benefit related to synergies and cost savings from prior year organizational restructuring efforts;
|
–
|
$4.5 million of additional costs incurred in the prior year related to restructuring and footprint rationalization projects primarily related to the distribution center move to Kansas City; and
|
–
|
$0.7 million reduction in advertising and marketing expenses.
|
|
|
Three months ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
45,910
|
|
|
$
|
47,360
|
|
|
$
|
(1,450
|
)
|
|
(3.1
|
)%
|
Automotive OES
|
|
16,030
|
|
|
12,890
|
|
|
3,140
|
|
|
24.4
|
%
|
|||
Aftermarket
|
|
20,080
|
|
|
24,410
|
|
|
(4,330
|
)
|
|
(17.7
|
)%
|
|||
Industrial
|
|
860
|
|
|
—
|
|
|
860
|
|
|
N/A
|
|
|||
E-commerce
|
|
580
|
|
|
1,270
|
|
|
(690
|
)
|
|
(54.3
|
)%
|
|||
Other
|
|
210
|
|
|
4,910
|
|
|
(4,700
|
)
|
|
(95.7
|
)%
|
|||
Total
|
|
$
|
83,670
|
|
|
$
|
90,840
|
|
|
$
|
(7,170
|
)
|
|
(7.9
|
)%
|
–
|
$0.7 million unfavorable input costs primarily related to higher commodity costs;
|
–
|
$0.6 million increase in personnel costs due to warranty claim work during Q2 2019;
|
–
|
$0.8 million unfavorable currency exchange due to the weakening of the euro in relation to the U.S. dollar; and
|
–
|
unfavorable product mix favoring the lower margin percentage yielding OEM channel.
|
–
|
$1.4 million of additional costs incurred in the prior-year period related to restructuring and footprint rationalization projects primarily related to the shift in production to our Braşov, Romania production facility;
|
–
|
$0.5 million reduction in intangible amortization due to the write-off of customer relationships in connection with the sale of certain non-automotive business assets; and
|
–
|
$1.0 million decrease in legal, sales and marketing and other professional fees.
|
–
|
$55.7 million
goodwill impairment charge recorded in Q2 2018; and
|
–
|
$0.6 million unfavorable currency exchange due to the weakening of the euro in relation to the U.S. dollar.
|
|
|
Three months ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
5,610
|
|
|
$
|
6,120
|
|
|
$
|
(510
|
)
|
|
(8.3
|
)%
|
Automotive OES
|
|
14,380
|
|
|
16,260
|
|
|
(1,880
|
)
|
|
(11.6
|
)%
|
|||
Aftermarket
|
|
5,150
|
|
|
6,300
|
|
|
(1,150
|
)
|
|
(18.3
|
)%
|
|||
Retail
|
|
2,150
|
|
|
2,080
|
|
|
70
|
|
|
3.4
|
%
|
|||
Industrial
|
|
3,280
|
|
|
3,660
|
|
|
(380
|
)
|
|
(10.4
|
)%
|
|||
Total
|
|
$
|
30,570
|
|
|
$
|
34,420
|
|
|
$
|
(3,850
|
)
|
|
(11.2
|
)%
|
–
|
$0.3 million unfavorable currency exchange due to the weakening of the Australian dollar in relation to the U.S. dollar, partially offset by
|
–
|
$0.2 million favorable 2019 pricing increases.
|
|
|
Six months ended June 30,
|
|
Change
|
|
Constant Currency Change
|
||||||||||||||||||||||
|
|
2019
|
|
As a Percentage
of Net Sales |
|
2018
|
|
As a Percentage
of Net Sales |
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||||||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
204,420
|
|
|
47.2
|
%
|
|
$
|
204,300
|
|
|
45.4
|
%
|
|
$
|
120
|
|
|
0.1
|
%
|
|
$
|
620
|
|
|
0.3
|
%
|
Horizon Europe-Africa
|
|
165,840
|
|
|
38.3
|
%
|
|
177,900
|
|
|
39.5
|
%
|
|
(12,060
|
)
|
|
(6.8
|
)%
|
|
460
|
|
|
0.3
|
%
|
||||
Horizon Asia-Pacific
|
|
62,560
|
|
|
14.5
|
%
|
|
67,950
|
|
|
15.1
|
%
|
|
(5,390
|
)
|
|
(7.9
|
)%
|
|
(1,160
|
)
|
|
(1.7
|
)%
|
||||
Total
|
|
$
|
432,820
|
|
|
100.0
|
%
|
|
$
|
450,150
|
|
|
100.0
|
%
|
|
$
|
(17,330
|
)
|
|
(3.8
|
)%
|
|
$
|
(80
|
)
|
|
—
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
44,800
|
|
|
21.9
|
%
|
|
$
|
45,970
|
|
|
22.5
|
%
|
|
$
|
(1,170
|
)
|
|
(2.5
|
)%
|
|
$
|
(1,030
|
)
|
|
(2.2
|
)%
|
Horizon Europe-Africa
|
|
15,060
|
|
|
9.1
|
%
|
|
23,630
|
|
|
13.3
|
%
|
|
(8,570
|
)
|
|
(36.3
|
)%
|
|
(7,350
|
)
|
|
(31.1
|
)%
|
||||
Horizon Asia-Pacific
|
|
16,270
|
|
|
26.0
|
%
|
|
16,420
|
|
|
24.2
|
%
|
|
(150
|
)
|
|
(0.9
|
)%
|
|
720
|
|
|
4.4
|
%
|
||||
Total
|
|
$
|
76,130
|
|
|
17.6
|
%
|
|
$
|
86,020
|
|
|
19.1
|
%
|
|
$
|
(9,890
|
)
|
|
(11.5
|
)%
|
|
$
|
(7,660
|
)
|
|
(8.9
|
)%
|
Selling, General and Administrative Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
36,860
|
|
|
18.0
|
%
|
|
$
|
48,270
|
|
|
23.6
|
%
|
|
$
|
(11,410
|
)
|
|
(23.6
|
)%
|
|
$
|
(11,280
|
)
|
|
(23.4
|
)%
|
Horizon Europe-Africa
|
|
18,080
|
|
|
10.9
|
%
|
|
25,110
|
|
|
14.1
|
%
|
|
(7,030
|
)
|
|
(28.0
|
)%
|
|
(6,010
|
)
|
|
(23.9
|
)%
|
||||
Horizon Asia-Pacific
|
|
6,500
|
|
|
10.4
|
%
|
|
7,390
|
|
|
10.9
|
%
|
|
(890
|
)
|
|
(12.0
|
)%
|
|
(420
|
)
|
|
(5.7
|
)%
|
||||
Corporate
(1)
|
|
17,100
|
|
|
4.0
|
%
|
|
23,150
|
|
|
5.1
|
%
|
|
(6,050
|
)
|
|
(26.1
|
)%
|
|
N/A
|
|
|
N/A
|
|
||||
Total
|
|
$
|
78,540
|
|
|
18.1
|
%
|
|
$
|
103,920
|
|
|
23.1
|
%
|
|
$
|
(25,380
|
)
|
|
(24.4
|
)%
|
|
$
|
(17,710
|
)
|
|
(7.4
|
)%
|
Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
7,990
|
|
|
3.9
|
%
|
|
$
|
(2,540
|
)
|
|
(1.2
|
%)
|
|
$
|
10,530
|
|
|
(414.6
|
)%
|
|
$
|
10,530
|
|
|
(414.6
|
)%
|
Horizon Europe-Africa
|
|
(1,610
|
)
|
|
(1.0
|
)%
|
|
(100,780
|
)
|
|
(56.6
|
%)
|
|
99,170
|
|
|
(98.4
|
)%
|
|
99,460
|
|
|
(98.7
|
)%
|
||||
Horizon Asia-Pacific
|
|
9,780
|
|
|
15.6
|
%
|
|
9,060
|
|
|
13.3
|
%
|
|
720
|
|
|
7.9
|
%
|
|
1,100
|
|
|
12.1
|
%
|
||||
Corporate
(1)
|
|
(17,100
|
)
|
|
(4.0
|
)%
|
|
(23,150
|
)
|
|
(5.1
|
%)
|
|
6,050
|
|
|
(26.1
|
)%
|
|
N/A
|
|
|
N/A
|
|
||||
Total
|
|
$
|
(940
|
)
|
|
(0.2
|
)%
|
|
$
|
(117,410
|
)
|
|
(26.1
|
%)
|
|
$
|
116,470
|
|
|
(99.2
|
)%
|
|
$
|
111,090
|
|
|
(4.6
|
)%
|
|
|
Six months ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
43,910
|
|
|
$
|
40,000
|
|
|
$
|
3,910
|
|
|
9.8
|
%
|
Automotive OES
|
|
3,420
|
|
|
2,530
|
|
|
890
|
|
|
35.2
|
%
|
|||
Aftermarket
|
|
53,000
|
|
|
58,230
|
|
|
(5,230
|
)
|
|
(9.0
|
)%
|
|||
Retail
|
|
61,620
|
|
|
66,730
|
|
|
(5,110
|
)
|
|
(7.7
|
)%
|
|||
Industrial
|
|
16,210
|
|
|
20,520
|
|
|
(4,310
|
)
|
|
(21.0
|
)%
|
|||
E-commerce
|
|
26,260
|
|
|
15,590
|
|
|
10,670
|
|
|
68.4
|
%
|
|||
Other
|
|
—
|
|
|
700
|
|
|
(700
|
)
|
|
N/A
|
|
|||
Total
|
|
$
|
204,420
|
|
|
$
|
204,300
|
|
|
$
|
120
|
|
|
0.1
|
%
|
–
|
$11.8 million
of unfavorable input costs, including higher commodity costs, offset by
|
–
|
$5.3 million of additional costs incurred in the prior-year period related to restructuring and footprint rationalization projects primarily related to the distribution center move to Kansas City;
|
–
|
$5.5 million of 2019 pricing increases,
|
–
|
$1.3 million in lower freight costs and
|
–
|
$1.8 million lower personnel costs.
|
–
|
$11.0 million benefit related to the synergies and cost savings from prior-year organizational restructuring efforts and business footprint rationalization; and
|
–
|
$1.2 million
of lower sales and marketing costs; partially offset by
|
–
|
$1.0 of additional rent expense.
|
|
|
Six months ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
94,830
|
|
|
$
|
94,280
|
|
|
$
|
550
|
|
|
0.6
|
%
|
Automotive OES
|
|
29,330
|
|
|
27,380
|
|
|
1,950
|
|
|
7.1
|
%
|
|||
Aftermarket
|
|
36,370
|
|
|
45,200
|
|
|
(8,830
|
)
|
|
(19.5
|
)%
|
|||
Industrial
|
|
1,560
|
|
|
—
|
|
|
1,560
|
|
|
N/A
|
|
|||
E-commerce
|
|
1,100
|
|
|
2,590
|
|
|
(1,490
|
)
|
|
(57.5
|
)%
|
|||
Other
|
|
2,650
|
|
|
8,450
|
|
|
(5,800
|
)
|
|
(68.6
|
)%
|
|||
Total
|
|
$
|
165,840
|
|
|
$
|
177,900
|
|
|
$
|
(12,060
|
)
|
|
(6.8
|
)%
|
–
|
$4.3 million expense related to customer claims from product sold by Horizon Europe-Africa arising from potentially faulty components provided by a supplier;
|
–
|
$1.2 million unfavorable currency exchange due to the weakening of the Euro in relation to the U.S. dollar;
|
–
|
$1.3 million unfavorable commodity and freight costs, and
|
–
|
$0.8 million additional personnel costs.
|
–
|
$1.0 million unfavorable currency exchange due to the weakening of the Euro in relation to the U.S. dollar;
|
–
|
$4.4 million of additional costs incurred in the prior-year period related to restructuring and footprint rationalization projects primarily related to the shift in production to our Brasov, Romania production facility; and
|
–
|
$0.4 million reduction in legal and other professional fees.
|
|
|
Six months ended June 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
12,370
|
|
|
$
|
12,510
|
|
|
$
|
(140
|
)
|
|
(1.1
|
)%
|
Automotive OES
|
|
27,600
|
|
|
29,980
|
|
|
(2,380
|
)
|
|
(7.9
|
)%
|
|||
Aftermarket
|
|
10,910
|
|
|
13,040
|
|
|
(2,130
|
)
|
|
(16.3
|
)%
|
|||
Retail
|
|
4,870
|
|
|
5,190
|
|
|
(320
|
)
|
|
(6.2
|
)%
|
|||
Industrial
|
|
6,810
|
|
|
7,230
|
|
|
(420
|
)
|
|
(5.8
|
)%
|
|||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|||
Total
|
|
$
|
62,560
|
|
|
$
|
67,950
|
|
|
$
|
(5,390
|
)
|
|
(7.9
|
)%
|
–
|
$0.9 million unfavorable currency exchange driven by the weakening Australian and New Zealand dollars in relation to the U.S. dollar, offset by
|
–
|
$0.3 million of 2019 pricing increases; and
|
–
|
$0.4 million of favorable inventory scrap adjustments in prior-year period.
|
▪
|
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.
|
▪
|
enhanced the risk assessment process to take into account risks associated with the new lease standard; and
|
▪
|
added controls that address risks associated with the evaluation of all leases for balance sheet recognition, including the revision of the Company’s lease contract review controls.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
(a)
|
|||
April 1 - 30, 2019
|
|
—
|
|
|
|
|
—
|
|
|
813,494
|
|
May 1 - 31, 2019
|
|
—
|
|
|
|
|
—
|
|
|
813,494
|
|
June 1 - 30, 2019
|
|
—
|
|
|
|
|
—
|
|
|
813,494
|
|
Total
|
|
—
|
|
|
|
|
—
|
|
|
|
3.1
|
|
3.2(a)
|
|
3.3(b)
|
|
10.1(c)
|
|
10.2
|
|
10.3
|
|
10.4
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
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 Exhibit filed with our Current Report on Form 8-K filed on February 20, 2019 (File No. 001-37427).
|
(b)
|
|
Incorporated by reference to the Exhibit filed with our Current Report on Form 8-K filed on March 18, 2019 (File No. 001-37427).
|
(c)
|
|
Incorporated by reference to the Exhibit filed with our Quarterly Report on Form 10-Q filed on May 9, 2019 (File No. 001-37427).
|
|
|
HORIZON GLOBAL CORPORATION (Registrant)
|
||
|
|
|
|
|
|
|
|
|
/s/ JAMIE PIERSON
|
|
|
|
|
|
Date:
|
August 8, 2019
|
By:
|
|
Jamie Pierson
Chief Financial Officer
|
|
OBLIGORS:
HORIZON GLOBAL CORPORATION,
a Delaware corporation
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: General Counsel, Chief Compliance Officer and Corporate Secretary
|
|
HORIZON GLOBAL AMERICAS INC.,
a Delaware corporation
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
|
|
CEQUENT UK LIMITED, a company incorporated in England and Wales with company number 08081641
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Director
CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
HORIZON GLOBAL COMPANY LLC,
a Delaware limited liability company
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
|
|
AGENT AND LENDERS
:
BANK OF AMERICA, N.A.,
as Agent, a U.S. Lender, a UK Lender and UK Swingline Lender
By:
/s/ Kindra M. Mullarky
Name: Kindra M. Mullarky
Title: Senior Vice President
BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender and Canadian Swingline Lender
By:
/s/ Slywia Durkiewicz
Name: Slywia Durkiewicz
Title: Vice President
BANK OF AMERICA, N.A. (acting through its London branch), as UK Security Trustee
By:
/s/ Kindra M. Mullarky
Name: Kindra M. Mullarky
Title: Senior Vice President
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender
By:
/s/ Laura Nickas
Name: Laura Nickas
Title: Authorized Signatory
WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender
By:
/s/ David G. Phillips
Name: David G. Phillips
Title: Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, (London branch), as a UK Lender
By:
/s/ Alison Powell
Name: Alison Powell
Title: Authorised Signatory
|
|
BANK OF MONTREAL, as a U.S. Lender and a UK Lender
By:
/s/ Steve Friedlander
Name: Steve Friedlander
Title: Managing Director
BANK OF MONTREAL, Toronto Branch, as a Canadian Lender
By:
/s/ Helen Alvarez-Hernandez
Name: Helen Alvarez-Hernandez
Title: Managing Director
|
1.
|
Horizon Sourcing B.V., a Dutch private limited liability company
|
2.
|
Horizon Sourcing Holdings LLC, a Delaware limited liability company
|
3.
|
HGHK Services C.V., a Dutch limited partnership
|
4.
|
Westfalia American Hitch Inc., a Delaware corporation
|
5.
|
Westfalia UK Ltd., a company incorporated in England and Wales with company number 05569242
|
6.
|
TeIJs Holding B.V., a Dutch private limited liability company
|
7.
|
TeIJS B.V., a Dutch private limited liability company
|
8.
|
Terwa Holding B.V., a Dutch private limited liability company
|
9.
|
Terwa Innovation B.V., a Dutch private limited liability company
|
10.
|
Terwa Investors B.V., a Dutch private limited liability company
|
11.
|
Horizon Euro Finance LLC, a Delaware limited liability company
|
12.
|
Henrichs Beteiligungsgesellschaft mbH, a limited liability company incorporated under German law
|
Pledgor
|
Account No./IBAN
|
Name and Address of the Account Bank
|
Westfalia Automotive GmbH
|
DE12480700400322006801
|
Deutsche Bank
Gütersloh, Postfach 14 54
33244 Gütersloh
|
Westfalia Automotive GmbH
|
DE73478601250329900197
|
Volksbank Bielefeld- Gütersloh eG, Postfach 25 29, 33353 Rheda- Wiedenbruck
|
Westfalia Automotive GmbH
|
DE19478601250329900199
|
Volksbank Bielefeld- Gütersloh eG, Postfach 25 29, 33353 Rheda- Wiedenbruck
|
Westfalia Automotive GmbH
|
DE03478601250329900196
|
Volksbank Bielefeld- Gütersloh eG, Postfach 25 29, 33353 Rheda- Wiedenbruck
|
|
LOAN PARTIES:
HORIZON GLOBAL CORPORATION,
a Delaware corporation
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: General Counsel, Chief Compliance Officer and Corporate Secretary
|
|
HORIZON GLOBAL AMERICAS INC.,
a Delaware corporation
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
|
|
CEQUENT UK LIMITED, a company incorporated in England and Wales with company number 08081641
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Director
CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
HORIZON GLOBAL COMPANY LLC,
a Delaware limited liability company
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
|
|
AGENT AND LENDERS
:
CORTLAND CAPITAL MARKET SERVICES LLC,
as Administrative Agent and Collateral Agent
By:
/s/ Matthew Trybula
Name: Matthew Trybula
Title: Associate Counsel
|
|
CORRE PARTNERS MANAGEMENT, L.L.C., as a Lender Representative
By:
/s/ John Barrettt
Name: John Barrett
Title: Authorized Signatory
|
|
CORRE OPPORTUNITIES QUALIFIED MASTER FUND, LP, as a Lender
By:
/s/ John Barrettt
Name: John Barrett
Title: Authorized Signatory
|
|
CORRE HORIZON FUND, LP, as a Lender
By:
/s/ John Barrettt
Name: John Barrett
Title: Authorized Signatory
|
1.
|
Horizon Sourcing B.V., a Dutch private limited liability company
|
2.
|
Horizon Sourcing Holdings LLC, a Delaware limited liability company
|
3.
|
HGHK Services C.V., a Dutch limited partnership
|
4.
|
Westfalia American Hitch Inc., a Delaware corporation
|
5.
|
Westfalia UK Ltd., a company incorporated in England and Wales with company number 05569242
|
6.
|
TeIJs Holding B.V., a Dutch private limited liability company
|
7.
|
TeIJS B.V., a Dutch private limited liability company
|
8.
|
Terwa Holding B.V., a Dutch private limited liability company
|
9.
|
Terwa Innovation B.V., a Dutch private limited liability company
|
10.
|
Terwa Investors B.V., a Dutch private limited liability company
|
11.
|
Horizon Euro Finance LLC, a Delaware limited liability company
|
12.
|
Henrichs Beteiligungsgesellschaft mbH, a limited liability company incorporated under
|
|
LOAN PARTIES:
HORIZON GLOBAL CORPORATION,
a Delaware corporation
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: General Counsel, Chief Compliance Officer and Corporate Secretary
|
|
HORIZON GLOBAL AMERICAS INC.,
a Delaware corporation
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
|
|
CEQUENT UK LIMITED, a company incorporated in England and Wales with company number 08081641
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Director
CEQUENT TOWING PRODUCTS OF CANADA LTD., a company formed under the laws of the Province of Ontario
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
HORIZON GLOBAL COMPANY LLC,
a Delaware limited liability company
By:
/s/ Jay Goldbaum
Name: Jay Goldbaum
Title: Vice President and Secretary
|
|
AGENT:
JPMORGAN CHASE BANK, N.A.,
as Agent
By:
/s/ Krys Szremski
Name: Krys Szremski
Title: Executive Director
|
|
LAPETUS CAPITAL II LLC,
as a Lender
By:
/s/ Neil Mahajan
Name: Neil Mahajan
Title: Authorized Signatory
|
|
LAPETUS CAPITAL III LLC,
as a Lender
By:
/s/ Neil Mahajan
Name: Neil Mahajan
Title: Authorized Signatory
|
|
COMMONWEALTH LAND TITLE INSURANCE COMPANY,
as a Lender
By:
/s/ Anthony L. Longi, Jr.
Name: Anthony L. Longi, Jr.
Title: Authorized Signatory
|
|
FIDELITY NATIONAL TITLE INSURANCE COMPANY, as a Lender
By:
/s/ Anthony L. Longi, Jr.
Name: Anthony L. Longi, Jr.
Title: Authorized Signatory
|
|
NEWPORT GLOBAL OPPORTUNITIES FUND I-A LP,
as a Lender
By:
/s/ Anthony L. Longi, Jr.
Name: Anthony L. Longi, Jr.
Title: Chief Operating Officer
|
|
NEWPORT GLOBAL CREDIT FUND (MASTER) LP,
as a Lender
By:
/s/ Anthony L. Longi, Jr.
Name: Anthony L. Longi, Jr.
Title: Chief Operating Officer
|
|
KCOF Management VIII, L.L.C.,
as a Lender
By:
/s/ Albert Scheer
Name: Albert Scheer
Title:Vice President
|
|
Crown Point CLO II Ltd.
Crown Point CLO III, Ltd.,
as a Lender
By:
/s/ Sajedur Rahman
Name: Sajedur Rahman
Title: Authorized Signatory
|
|
CORRE OPPORTUNITIES QUALIFIED MASTER FUND, LP,
as a Lender
By:
/s/ John Barrett
Name: John Barrett
Title:Authorized Signatory
|
|
CORRE OPPORTUNITIES II MASTER FUND, LP,
as a Lender
By:
/s/ John Barrett
Name: John Barrett
Title:Authorized Signatory
|
|
CORRE HORIZON FUND, LP,
as a Lender
By:
/s/ John Barrett
Name: John Barrett
Title:Authorized Signatory
|
|
ATRIUM VIII
MADISON PARK FUNDING X, LTD.
MADISON PARK FUNDING XI, LTD.
MADISON PARK FUNDING XII, LTD.
MADISON PARK FUNDING XIII, LTD.
MADISON PARK FUNDING XIV, LTD.
MADISON PARK FUNDING XV, LTD.
MADISON PARK FUNDING XVI, LTD.
MADISON PARK FUNDING XVII, LTD.
MADISON PARK FUNDING XVIII, LTD.
MADISON PARK FUNDING XX, LTD.
MADISON PARK FUNDING XXI, LTD.
MADISON PARK FUNDING XXII, LTD.
MADISON PARK FUNDING XL, LTD.
MADISON PARK FUNDING XLI, LTD.
MADISON PARK FUNDING XLIII, LTD.
ONE ELEVEN FUNDING I, LTD.
ONE ELEVEN FUNDING II, LTD.
By: Credit Suisse Asset Management, LLC, as portfolio manager
BENTHAM HIGH YIELD FUND
By: Credit Suisse Asset Management, LLC as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham High Yield Fund
CREDIT SUISSE FLOATING RATE HIGH INCOME FUND
CREDIT SUISSE STRATEGIC INCOME FUND
By: Credit Suisse Management, LLC, as investment advisor
THE CITY OF NEW YORK GROUP TRUST
By: Credit Suisse Management, LLC, as its manager
as Lenders
By:
/s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
|
|
CREDIT SUISSE NOVA (LUX)
By: Credit Suisse Asset Management, LLC or Credit Suisse Asset Management Limited, each as a Co-Investment Adviser to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux)
MADISON PARK FUNDING XIX, LTD.
MADISON PARK FUNDING XXIII, LTD.
MADISON PARK FUNDING XXIV, LTD.
MADISON PARK FUNDING XXV, LTD.
By: Credit Suisse Asset Management, LLC, as collateral manager
DOLLAR SENIOR LOAN FUND, LTD. DOLLAR SENIOR LOAN FUND II, LTD. By Credit Suisse Asset Management, LLC, as investment manager
DAVINCI REINSURANCE LTD.
By: Credit Suisse Asset Management, LLC, as investment manager for DaVinci Reinsurance Holdings, Ltd., the owner of DaVinci Reinsurance Ltd.
KP FIXED INCOME FUND
By: Credit Suisse Asset Management, LLC, as Sub-Adviser for Callan Associates Inc., the Adviser for the KP Funds, the Trust for KP Fixed Income Fund
as Lenders
By:
/s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
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1.
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Horizon Sourcing B.V., a Dutch private limited liability company
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2.
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Horizon Sourcing Holdings LLC, a Delaware limited liability company
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3.
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HGHK Services C.V., a Dutch limited partnership
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4.
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Westfalia American Hitch Inc., a Delaware corporation
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5.
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Westfalia UK Ltd., a company incorporated in England and Wales with company number 05569242
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6.
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TeIJs Holding B.V., a Dutch private limited liability company
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7.
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TeIJS B.V., a Dutch private limited liability company
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8.
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Terwa Holding B.V., a Dutch private limited liability company
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9.
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Terwa Innovation B.V., a Dutch private limited liability company
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10.
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Terwa Investors B.V., a Dutch private limited liability company
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11.
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Horizon Euro Finance LLC, a Delaware limited liability company
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12.
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Henrichs Beteiligungsgesellschaft mbH, a limited liability company incorporated under
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1.
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I have reviewed this quarterly report on Form 10-Q of Horizon Global Corporation;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer(s) and I are 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:
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a)
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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/ CARL S. BIZON
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Carl S. Bizon
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Horizon Global Corporation;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer(s) and I are 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:
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a)
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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/ JAMIE G. PIERSON
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Jamie G. Pierson
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/ CARL S. BIZON
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Carl S. Bizon
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/ JAMIE G. PIERSON
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Jamie G. Pierson
Chief Financial Officer
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