UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 13, 2020

 
 
Horizon Global Corporation
(Exact Name of Registrant as Specified in its Charter)
 

 
 
 
Delaware
001-37427
47-3574483
_____________________
(State or Other Jurisdiction
_____________
(Commission
______________
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
 
 
47912 Halyard Drive, Suite 100, Plymouth, Michigan
_____________________
 

48170
___________
(Zip Code)
(Address of principal executive offices)
 

Registrant’s telephone number, including area code:
 
(734) 656-3000
_____________

Not Applicable
________________________________________
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
HZN
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ





Item 1.01     Entry into a Material Definitive Agreement.
On March 13, 2020, Horizon Global Corporation (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC, as agent for the lenders party thereto. The Loan Agreement provides for an asset-based revolving credit facility in the maximum aggregate principal amount of $75,000,000, subject to customary borrowing base limitations contained therein, which amount may be increased at the Company’s request by up to $25,000,000. A portion of the proceeds received by the Company under the Loan Agreement were used to pay in full all outstanding debt incurred under the Amended and Restated Loan Agreement, dated as of June 30 2015, with Bank of America, N.A., as administrative agent, and the lenders party thereto.

The interest on the loans under the Loan Agreement will be payable in cash at the interest rate of LIBOR plus a margin of 4.00% per annum, subject to a 1% LIBOR floor, provided that if for any reason loans are converted to base rate loans, interest will be paid in cash at a customary base rate plus a margin of 3.00% per annum. There are no amortization payments required under the Loan Agreement. Borrowings under the Loan Agreement mature on the earlier of: (i) March 13, 2023 and (ii) 90 days prior to the maturity of any portion of the debt under the Company’s First Lien Term Loan Credit Agreement or Second Lien Term Loan Credit Agreement (as such terms are defined below) as may be in effect from time to time, unless earlier terminated. All of the indebtedness under the Loan Agreement is and will be guaranteed by the Company and certain of the Company’s existing and future North American subsidiaries and is and will be secured by substantially all of the assets of the Company, such other guarantors, and the borrowers under the Loan Agreement.

Additionally on March 13, 2020, the Company entered into (i) the Ninth Amendment to Credit Agreement (the “First Lien Term Amendment”) with certain financial institutions named on the signature pages thereto, to amend the Term Loan Credit Agreement, dated as of June 30, 2015, by and among the Company, as borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the Second Amendment to Credit Agreement (the “Second Lien Term Loan Amendment”) with Cortland Capital Market Services LLC., as administrative agent (the “Second Lien Term Agent”), and certain other financial institutions named on the signature pages thereto, to amend the Second Lien Term Loan Credit Agreement, dated as of March 15, 2019 (the “Second Lien Term Loan Credit Agreement”), by and among the Company, as borrower, the lenders from time to time party thereto and the Second Lien Term Agent. The First Lien Term Amendment and the Second Lien Term Amendment, among other modifications, amended the financial covenants contained in the First Lien Term Loan Credit Agreement and Second Lien Term Loan Credit Agreement, respectively, and contain an acknowledgement of the lenders party thereto of the transactions relating to the Loan Agreement.
Item 2.02
Results of Operations and Financial Condition.
The Company today issued a press release and will hold a teleconference on March 16, 2020, reporting its financial results for the fourth quarter and full-year ended December 31, 2019. A copy of the press release is attached hereto as an exhibit and is incorporated herein by reference. The press release and a teleconference visual presentation are also available on the Company's website at www.horizonglobal.com.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Loan Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of the Company elected Dennis E. Richardville as the Company’s Chief Financial Officer, effective March 16, 2020.

Mr. Richardville, age 65, served as Vice President and Corporate Treasurer of the Company since January 2020. Prior to joining the Company, Mr. Richardville served as chief financial officer of Dura Automotive Systems, LLC, a global Tier One automotive supplier specializing in the design, engineering and manufacturing of advanced mobility system solutions, from August 2019 to September





2019. Mr. Richardville served as executive vice president and chief financial officer of International Automotive Components Group, SA (“IAC”), a leading global supplier of automotive components and systems, including interior and exterior trim, from April 2012 to December 2019. From 2007 to 2012, Mr. Richardville served as vice president and global corporate controller for IAC. Prior to joining IAC, Mr. Richardville held various finance positions with Lear Corporation, Wesley Industries, Inc., MSX International, Inc. and Hayes Lemmerz International Inc. from 1999 to 2007.

Mr. Richardville’s compensation did not change in connection with his appointment as Chief Financial Officer. Mr. Richardville will continue to: (i) receive his salary at his current annual base rate of $270,000.00; (ii) be eligible to receive an annual short-term cash incentive award based on the performance of the Company, which is targeted at 40% of his base salary for 2020; and (iii) be eligible to receive an annual long-term incentive award under the Company’s Amended and Restated 2015 Equity and Incentive Compensation Plan, which has a target value of 40% of his base salary for 2020. To the extent required, the Company will file an amendment to this Current Report on Form 8-K disclosing any material change to Mr. Richardville’s compensation in connection with his appointment.
In connection with Mr. Richardville’s appointment as the Company’s Chief Financial Officer, Richard J. Jok, who is currently on medical leave and has been serving as the Company’s interim Chief Financial Officer since December 13, 2019, will return to his role as the Company’s Vice President, Financial Planning and Analysis. Matthew J. Meyer will continue to serve as the Company’s principal financial officer through the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”). Mr. Richardville will assume the role of the Company’s principal financial officer immediately following the filing of the 2019 Form 10-K.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits. The following exhibit is furnished herewith:
Exhibit No.
 
Description
 
 
 
 
 
99.1
 
 
 
 
 
 
 

    
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
HORIZON GLOBAL CORPORATION
 
 
 
 
 
 
 
Date:
 
March 16, 2020
 
By:
 
/s/ Matthew J. Meyer
 
 
 
 
Name:
 
Matthew J. Meyer
 
 
 
 
Title:
 
Chief Accounting and Principal Financial Officer






HORIZONGLOBALLOGOA09.JPG
FOR IMMEDIATE RELEASE
 
 
CONTACT:
Jeff Tryka, CFA
 
 
 
Investor Relations, Lambert & Co.
 
 
 
(616) 295-2509
 
 
 
jtryka@horizonglobal.com

HORIZON GLOBAL REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2019
Company successfully refinances ABL and names Dennis E. Richardville as Chief Financial Officer

Fourth Quarter Highlights
Successful amendment of our ABL to stabilize liquidity and support future operating flexibility
Net sales of $142.3 million; increase of $4.5 million, or 3.3%, over prior-year comparable period
Operating loss of $33.7 million, or (23.7)% of net sales; improvement of $0.6 million over prior-year comparable period
Net loss from continuing operations of $32.0 million; improvement of $18.1 million over prior-year comparable period
Adjusted EBITDA(2) of $(16.5) million; down $1.2 million from prior-year comparable period

Full Year Highlights
Completed sale of Horizon Asia-Pacific business segment ("APAC"); significantly improved leverage and provided additional liquidity and operating flexibility
Completed refinancing of debt structure to support business realignment and allow for increased covenant flexibility
Net sales of $690.5 million; decrease of $23.5 million, or 3.3%, from prior year
Operating loss of $57.2 million, or (8.3)% of net sales; improvement of $133.4 million over prior year
Net loss from continuing operations of $110.0 million; improvement of $109.4 million over prior year
Adjusted EBITDA(2) of $(8.3) million; down $16.0 million from prior year

Plymouth, Michigan, March 16, 2020 — Horizon Global Corporation (NYSE: HZN), one of the world’s leading manufacturers of branded towing and trailering equipment, today reported fourth quarter and full year financial results for 2019, closing a year of strategic business realignment and management refocus to drive its operational improvement initiatives.
“Since my appointment as CEO in September 2019, I am encouraged by the progress we have made," stated Terry Gohl, Horizon Global's President and Chief Executive Officer. "We are executing our operational improvement initiatives across all facets of the business and we continue to identify new opportunities every day. We are moving with speed and purpose to improve our underlying operations and service to our customers. We expect that our progress will result in substantially improved margins and free cash flow, and, importantly, create value for our shareholders in 2020 and beyond."
Gohl added, "Horizon Global undertook a competitive process to refinance our ABL. The process demonstrated significant lender confidence in our operational improvement initiatives plan and the operating and financial results that we expect to deliver. On March 13, 2020, The Company entered into an agreement with Encina Business Credit, LLC that will provide the Company with the liquidity and financial flexibility necessary to drive our operational improvement initiatives in 2020."
Gohl continued, "I am also pleased to announce the appointment of Dennis Richardville as our Chief Financial Officer. Dennis is a proven leader with extensive automotive experience. Dennis was instrumental in the success of our recent refinancing and we look forward to his significant contribution to our short- and long-term strategic initiatives."

1




 
2019 Fourth Quarter Segment Results
Horizon Americas. Net sales were $72.1 million, representing an increase of $1.2 million, or 1.6%, over prior-year comparable period. Net sales in the automotive OEM and e-commerce sales channels were up a combined $5.3 million, partially offset by a combined $4.2 million decrease in sales in the retail, industrial and aftermarket sales channels. Gross profit increased $3.4 million, in part due to reduced fines and penalties in the retail sales channel, partially offset by $3.5 million of increased scrap costs and inventory reserves. Operating loss was $(16.2) million as compared to $(11.6) million during the prior-year comparable period, with gross profit improvement more than offset by a one-time $6.5 million SG&A expense due to the abandonment of an automated stock retrieval system operating lease. Adjusted EBITDA(2) decreased to $(5.6) million as compared to $(1.8) million during the prior-year comparable period, attributable to overall operational underperformance after adjustments for special items.
Horizon Europe-Africa. Net sales were $70.2 million, representing an increase of $3.4 million, or 5.1%, over prior-year comparable period. Net sales in the automotive OEM, automotive OES and aftermarket sales channels were up a combined $7.0 million. The increase in net sales was partially offset by a $3.2 million decrease attributable to sales in 2018 from a non-automotive business that was divested in the first quarter of 2019. After removing the impacts of currency translation, net sales on a constant currency(1) basis increased $5.7 million, or 8.6%. Gross profit decreased $0.7 million, due to an unfavorable shift in sales mix to lower margin automotive OEM business, coupled with $2.6 million of increased scrap costs and inventory reserves. Operating loss was $(12.2) million as compared to $(16.5) million during the prior-year comparable period. Adjusted EBITDA(2) increased to $(5.9) million as compared to $(8.5) million during the prior-year comparable period, attributable to higher sales and cost savings.
Balance Sheet and Liquidity. Gross debt decreased to $236.6 million, a $145.7 million reduction from December 31, 2018. Total liquidity, which includes borrowing availability under the ABL and cash on-hand, was $44.9 million, an increase of $20.7 million over prior year end, after removing any prior-year impacts related to the APAC discontinued operations reporting.

Refinancing of Revolving Credit Facility
On March 13, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC, as agent for the lenders party thereto. The Loan Agreement provides for an asset-based revolving credit facility in the maximum aggregate principal amount of $75,000,000, subject to customary borrowing base limitations contained therein, which amount may be increased at the Company’s request by up to $25,000,000. A portion of the proceeds received by the Company under the Loan Agreement were used to pay in full all outstanding debt incurred under the Amended and Restated Loan Agreement, dated as of June 30, 2015, with Bank of America, N.A., as administrative agent, and the lenders party thereto.
The interest on the loans under the Loan Agreement will be payable in cash at the interest rate of LIBOR plus a margin of 4.00% per annum, subject to a 1.00% LIBOR floor. There are no amortization payments required under the Loan Agreement. Borrowings under the Loan Agreement have a maturity of up to three years, subject to the maturity of certain of the Company's other debt facilities. Indebtedness under the Loan Agreement is and will be secured by the inventory and receivables of the Company's U.S. and Canadian subsidiaries.

Appointment of Chief Financial Officer
The Company today announced that Dennis Richardville has been named the Company’s Chief Financial Officer, effective immediately.
Mr. Richardville has served as Vice President and Corporate Treasurer for the Company since January 2020. Prior to joining the Company, Mr. Richardville served as chief financial officer of Dura Automotive Systems, LLC, from August 2019 to September 2019. Mr. Richardville served as executive vice president and chief financial officer of International Automotive Components Group, SA (“IAC”), a leading global supplier of automotive components and systems, including interior and exterior trim, from 2012 to 2019. From 2007 to 2012, Mr. Richardville served as vice president and global corporate controller for IAC. Prior to joining IAC, Mr. Richardville held various finance positions with Lear Corporation, Wesley Industries, Inc., MSX International, Inc. and Hayes Lemmerz International Inc. from 1999 to 2007.

2



The Company also announced that Richard Jok, who is currently on medical leave and has been serving as the Company’s interim Chief Financial Officer since December 13, 2019, will return to his role as the Company’s Vice President, Financial Planning and Analysis.

Summary
Gohl commented, “Horizon Global's 2019 results reflect the many challenges we faced during the year. We are not satisfied with this performance, we expect this company to be an industry leader and we are confident that we have the team, brands and focus to solidify ourselves as the supplier of choice across the markets we serve. We will continue to execute our well defined operational improvement initiatives and capitalize on new opportunities. Our focus will continue to be on operational excellence, margin expansion and free cash flow. In 2020, we are optimistic that Horizon Global will deliver on its initiatives, meet and exceed customer expectations and create value for our shareholders."

Conference Call Details
Horizon Global will host a conference call regarding fourth quarter and full year 2019 earnings on Monday, March 16, 2020 at 8:30 a.m. Eastern Time. Participants in the call are asked to register five to ten minutes prior to the scheduled start time by dialing (866) 652-5200 and from outside the U.S. at (412) 317-6060. Please use the conference identification number 10139596.
The conference call will be webcast simultaneously and in its entirety through the Horizon Global website. An earnings presentation will also be available on the Horizon Global website at the time of the conference call. Shareholders, media representatives and others may participate in the webcast by registering through the investor relations section on the Company’s website.
A replay of the call will be available on Horizon Global’s website or by phone by dialing (877) 344-7529 and from outside the U.S. at (412) 317-0088. Please use the conference identification number 10139596. The telephone replay will be available approximately two hours after the end of the call and continue through March 30, 2020.

About Horizon Global
Headquartered in Plymouth, MI, Horizon Global is the #1 designer, manufacturer and distributor of a wide variety of high-quality, custom-engineered towing, trailering, cargo management and other related accessory products in North America and Europe. The Company serves OEMs, retailers, dealer networks and the end consumer as the category leader in the automotive, leisure and agricultural market segments. Horizon provides its customers with outstanding products and services that reflect the Company's commitment to market leadership, innovation and operational excellence. The Company’s mission is to utilize forward-thinking technology to develop and deliver best-in-class products for our customers, engage with our employees and realize value creation for our shareholders.
Horizon Global is home to some of the world’s most recognized brands in the towing and trailering industry, including: Draw-Tite, Reese, Westfalia, BULLDOG, Fulton and Tekonsha. Horizon Global has approximately 3,600 employees.
For more information, please visit www.horizonglobal.com.


Forward-Looking Statements
This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained herein speak only as of the date they are made and give our current expectations or forecasts of future events. These forward-looking statements can be identified by the use of forward-looking words, such as “may,” “could,” “should,” “estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which could materially affect our business, financial condition or future results including, but not limited to, risks and uncertainties with respect to: the Company’s leverage; liabilities and restrictions imposed by the Company’s debt instruments; market demand; competitive factors; supply constraints; material and energy costs; technology factors; litigation; government and

3



regulatory actions including the impact of any tariffs, quotas or surcharges; the Company’s accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company’s business and industry; the success of the Company’s action plan, including the actual amount of savings and timing thereof; the success of our business improvement initiatives in Europe-Africa, including the amount of savings and timing thereof; the Company’s exposure to product liability claims from customers and end users, and the costs associated therewith; the Company’s ability to meet its covenants in the agreements governing its debt; the Company's ability to refinance its debt, on commercially acceptable terms or at all; the Company’s ability to maintain compliance with the New York Stock Exchange’s continued listing standards; factors affecting the Company's business that are outside of its control, including natural disasters, pandemics (such as the coronavirus (COVID-19)), accidents and governmental actions; and other risks that are discussed in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The risks described herein are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows. We caution readers not to place undue reliance on such statements, which speak only as of the date hereof. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.




(1)
We evaluate results in our operations on both an as reported basis and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results, consistent with how we evaluate our performance. Constant currency revenue results are calculated by translating current period revenue in local currency using the prior period’s currency conversion rate. This non-GAAP measure has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Our use of this term may vary from the use of similarly-titled measures by other issuers due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. See Appendix II for reconciliation.
(2)
Please refer to “Company and Business Segment Financial Information” which details certain costs, expense, other charges, that are included in the determination of net income attributable to Horizon Global under GAAP, but that management would not consider important in evaluating the quality of the Company’s operating results. The Company’s management utilizes Adjusted EBITDA as the key measure of company and segment performance and for planning and forecasting purposes, as management believes this measure is most reflective of the operational profitability or loss of the Company and its operating segments and provides management and investors with information to evaluate the operating performance of its business and is representative of its performance used to measure certain of its financial covenants. Adjusted EBITDA should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Horizon Global, which is the most directly comparable financial measure to Adjusted EBITDA that is prepared in accordance with U.S. GAAP.


4



Horizon Global Corporation
Condensed Consolidated Balance Sheets
(Dollars in thousands)


 
 
December 31,
2019
 
December 31,
2018
 
 
(unaudited)
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
11,770

 
$
27,650

Receivables, net
 
71,680

 
95,170

Inventories
 
136,650

 
152,200

Prepaid expenses and other current assets
 
8,570

 
8,270

Current assets held-for-sale
 

 
36,080

   Total current assets
 
228,670

 
319,370

Property and equipment, net
 
75,830

 
86,500

Operating lease right-of-use assets
 
45,770

 

Goodwill
 
4,350

 
4,500

Other intangibles, net
 
60,120

 
69,400

Deferred income taxes
 
430

 
660

Non-current assets held-for-sale
 

 
34,790

Other assets
 
5,870

 
6,130

   Total assets
 
$
421,040

 
$
521,350

Liabilities and Shareholders' Equity
 
 
 
 
Current liabilities:
 
 
 
 
Short-term borrowings and current maturities, long-term debt
 
$
4,310

 
$
13,860

Accounts payable
 
78,450

 
102,350

Short-term operating lease liabilities
 
9,880

 

Current liabilities held-for-sale
 

 
28,080

Accrued liabilities
 
48,850

 
58,520

   Total current liabilities
 
141,490

 
202,810

Gross long-term debt
 
236,550

 
382,220

Unamortized debt issuance costs and discount
 
(31,500
)
 
(31,570
)
Long-term debt
 
205,050

 
350,650

Deferred income taxes
 
4,040

 
12,620

Long-term operating lease liabilities
 
48,070

 

Non-current liabilities held-for-sale
 

 
1,740

Other long-term liabilities
 
13,790

 
19,750

   Total liabilities
 
412,440

 
587,570

Total Horizon Global shareholders' equity (deficit)
 
12,340

 
(63,720
)
Noncontrolling interest
 
(3,740
)
 
(2,500
)
Total shareholders' equity (deficit)
 
8,600

 
(66,220
)
   Total liabilities and shareholders' equity
 
$
421,040

 
$
521,350



 

5



Horizon Global Corporation
Consolidated Statements of Operations (unaudited)
(Dollars in thousands, except per share amounts)


 
 
Three months ended December 31,
 
Twelve months ended December 31,
 
 
2019
 
2018
 
2019
 
2018
Net sales
 
$
142,280

 
$
137,760

 
$
690,450

 
$
714,010

Cost of sales
 
(134,210
)
 
(132,410
)
 
(594,220
)
 
(604,530
)
Gross profit
 
8,070

 
5,350

 
96,230

 
109,480

Selling, general and administrative expenses
 
(41,040
)
 
(36,920
)
 
(154,180
)
 
(171,130
)
Impairment of goodwill and intangible assets
 

 
(1,000
)
 

 
(126,770
)
Net gain (loss) on dispositions of property and equipment
 
(720
)
 
(1,690
)
 
780

 
(2,210
)
Operating loss
 
(33,690
)
 
(34,260
)
 
(57,170
)
 
(190,630
)
Other income (expense), net
 
1,220

 
(3,710
)
 
(5,390
)
 
(12,800
)
Interest expense
 
(8,000
)
 
(7,870
)
 
(58,270
)
 
(27,450
)
Loss from continuing operations before income tax
 
(40,470
)
 
(45,840
)
 
(120,830
)
 
(230,880
)
Income tax benefit (expense)
 
8,490

 
(4,250
)
 
10,820

 
11,520

Net loss from continuing operations
 
(31,980
)
 
(50,090
)
 
(110,010
)
 
(219,360
)
Income from discontinued operations, net of income taxes
 

 
3,110

 
189,520

 
14,460

Net (loss) income
 
(31,980
)
 
(46,980
)
 
79,510

 
(204,900
)
Less: Net loss attributable to noncontrolling interest
 
(400
)
 
(220
)
 
(1,240
)
 
(940
)
Net (loss) income attributable to Horizon Global
 
$
(31,580
)
 
$
(46,760
)
 
$
80,750

 
$
(203,960
)
 
 
 
 
 
 
 
 
 
Net (loss) income per share attributable to Horizon Global:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(1.24
)
 
$
(1.98
)
 
$
(4.30
)
 
$
(8.72
)
Discontinued operations
 

 
0.12

 
7.49

 
0.58

Total
 
$
(1.24
)
 
$
(1.86
)
 
$
3.19


$
(8.14
)
Diluted:
 
 
 
 
 
 
 
 
Continuing operations
 
$
(1.24
)
 
$
(1.98
)
 
$
(4.30
)
 
$
(8.72
)
Discontinued operations
 

 
0.12

 
7.49

 
0.58

Total
 
$
(1.24
)
 
$
(1.86
)
 
$
3.19

 
$
(8.14
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
25,387,388

 
25,127,022

 
25,297,576

 
25,053,013

Diluted
 
25,387,388

 
25,127,022

 
25,297,576

 
25,053,013



6



Horizon Global Corporation
Consolidated Statements of Cash Flows (unaudited)
(Dollars in thousands)
 
 
Twelve months ended December 31,
 
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
 
Net income (loss)
 
$
79,510

 
$
(204,900
)
Less: Net income from discontinued operations
 
189,520

 
14,460

Net loss from continuing operations
 
(110,010
)
 
(219,360
)
 
 
 
 
 
Adjustments to reconcile net loss from continuing operations to net cash used for operating activities:
 
 
 
 
Net (gain) loss on dispositions of property and equipment
 
(780
)
 
2,210

Depreciation
 
15,940

 
12,330

Amortization of intangible assets
 
5,750

 
8,250

Write off of operating lease assets
 
10,780

 

Impairment of goodwill and intangible assets
 

 
126,770

Amortization of original issuance discount and debt issuance costs
 
22,060

 
8,330

Deferred income taxes
 
(7,280
)
 
1,120

Non-cash compensation expense
 
2,150

 
1,550

Paid-in-kind interest
 
9,720

 

Decrease (increase) in receivables
 
19,290

 
(22,590
)
Decrease (increase) in inventories
 
8,380

 
(6,940
)
(Increase) decrease in prepaid expenses and other assets
 
(2,990
)
 
6,230

Decrease in accounts payable and accrued liabilities
 
(30,140
)
 
(9,520
)
Other, net
 
(11,350
)
 
(3,990
)
Net cash used for operating activities
 
(68,480
)
 
(95,610
)
Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(9,720
)
 
(11,260
)
Net proceeds from sale of business
 
214,570

 

Net proceeds from disposition of property and equipment
 
1,620

 
80

Net cash provided by (used for) investing activities
 
206,470

 
(11,180
)
Cash Flows from Financing Activities:
 
 
 
 
Net cash (used for) provided by financing activities
 
(164,710
)
 
82,360

Discontinued Operations:
 


 


Net cash provided by discontinued operating activities
 
11,430

 
25,110

Net cash used for discontinued investing activities
 
(1,120
)
 
(2,490
)
Net cash provided by discontinued financing activities
 

 

Net cash provided by discontinued operations
 
10,310

 
22,620

Effect of exchange rate changes on cash and cash equivalents
 
530

 
(110
)
Cash and Cash Equivalents:
 
 
 
 
Decrease for the year
 
(15,880
)
 
(1,920
)
At beginning of year
 
27,650

 
29,570

At end of year
 
$
11,770

 
$
27,650

Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest
 
$
20,060

 
$
18,630

Cash paid for taxes, net of refunds
 
$
80

 
$
650



7




Segment Information

The following table summarizes financial information for our operating segments for the three and twelve months ended December 31, 2019 and 2018:
 
 
Three months ended December 31,
 
Change
 
 
2019
 
2018
 
$
 
%
 
 
(unaudited, dollars in thousands)
Net Sales
 
 
 
 
 
 
 
 
Horizon Americas
 
$
72,050

 
$
70,930

 
$
1,120

 
1.6
 %
Horizon Europe‑Africa
 
70,230

 
66,830

 
3,400

 
5.1
 %
Total
 
$
142,280

 
$
137,760

 
$
4,520

 
3.3
 %
Gross Profit
 
 
 
 
 
 
 
 
Horizon Americas
 
$
9,560

 
$
6,180

 
$
3,380

 
54.7
 %
Horizon Europe‑Africa
 
(1,490
)
 
(830
)
 
(660
)
 
79.5
 %
Total
 
$
8,070


$
5,350

 
$
2,720

 
50.8
 %
Operating Loss
 
 
 
 
 
 
 
 
Horizon Americas
 
$
(16,150
)
 
$
(11,570
)
 
$
(4,580
)
 
39.6
 %
Horizon Europe‑Africa
 
(12,220
)
 
(16,480
)
 
4,260

 
(25.8
)%
Corporate
 
(5,320
)
 
(6,210
)
 
890

 
(14.3
)%
Total
 
$
(33,690
)
 
$
(34,260
)
 
$
570

 
(1.7
)%
Adjusted EBITDA
 
 
 
 
 
 
 
 
Horizon Americas
 
$
(5,570
)
 
$
(1,810
)
 
$
(3,760
)
 
207.7
 %
Horizon Europe-Africa
 
(5,930
)
 
(8,490
)
 
2,560

 
(30.2
)%
Corporate
 
(5,000
)
 
(5,040
)
 
40

 
(0.8
)%
Total
 
$
(16,500
)

$
(15,340
)
 
$
(1,160
)
 
7.6
 %


8



 
 
Twelve months ended December 31,
 
Change
 
 
2019
 
2018
 
$
 
%
 
 
(unaudited, dollars in thousands)
Net Sales
 
 
 
 
 
 
 
 
Horizon Americas
 
$
372,720

 
$
390,750

 
$
(18,030
)
 
(4.6
)%
Horizon Europe‑Africa
 
317,730

 
323,260

 
(5,530
)
 
(1.7
)%
Total
 
$
690,450

 
$
714,010

 
$
(23,560
)
 
(3.3
)%
Gross Profit
 
 
 
 
 


 
 
Horizon Americas
 
$
71,640

 
$
79,930

 
$
(8,290
)
 
(10.4
)%
Horizon Europe‑Africa
 
24,590

 
29,550

 
(4,960
)
 
(16.8
)%
Total
 
$
96,230

 
$
109,480

 
$
(13,250
)
 
(12.1
)%
Operating Loss
 
 
 
 
 


 
 
Horizon Americas
 
$
(10,390
)
 
$
(6,840
)
 
$
(3,550
)
 
51.9
 %
Horizon Europe‑Africa
 
(12,100
)
 
(148,630
)
 
136,530

 
(91.9
)%
Corporate
 
(34,680
)
 
(35,160
)
 
480

 
(1.4
)%
Total
 
$
(57,170
)
 
$
(190,630
)
 
$
133,460

 
(70.0
)%
Adjusted EBITDA
 
 
 
 
 


 
 
Horizon Americas
 
$
8,430

 
$
26,050

 
$
(17,620
)
 
(67.6
)%
Horizon Europe-Africa
 
2,770

 
200

 
2,570

 
1,285.0
 %
Corporate
 
(19,510
)
 
(18,570
)
 
(940
)
 
5.1
 %
Total
 
$
(8,310
)
 
$
7,680

 
$
(15,990
)
 
(208.2
)%







Appendix I

Horizon Global Corporation
Company and Business Segment Financial Information
(Unaudited - dollars in thousands)

The Company’s management utilizes Adjusted EBITDA as the key measure of company and segment performance and for planning and forecasting purposes, as management believes this measure is most reflective of the operational profitability or loss of the Company and its operating segments and provides management and investors with information to evaluate the operating performance of its business and is representative of its performance used to measure certain of its financial covenants. Adjusted EBITDA should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Horizon Global, which is the most directly comparable financial measure to Adjusted EBITDA that is prepared in accordance with U.S. GAAP. Adjusted EBITDA, as determined and measured by Horizon Global, should also not be compared to similarly titled measures reported by other companies. The Company also uses operating income (loss) to measure stand-alone segment performance.

Adjusted EBITDA is defined as net income attributable to Horizon Global before interest expense, income taxes, depreciation and amortization, and before certain items, as applicable such as severance, restructuring, relocation and related business disruption costs, impairment of goodwill and other intangibles, non-cash stock compensation, certain product liability recall and litigation claims, acquisition and integration costs, gains (losses) on business divestitures and other assets, board transition support and non-cash unrealized foreign currency remeasurement costs.


9



The following table summarizes Adjusted EBITDA for our operating segments for the three and twelve months ended December 31, 2019 and 2018:

 
 
Twelve months ended December 31, 2019
 
Twelve months ended December 31, 2018
 
Variance
 
 
Horizon Americas
 
Horizon Europe-Africa
 
Corporate
 
Consolidated
 
Horizon Americas
 
Horizon Europe-Africa
 
Corporate
 
Consolidated
 
Consolidated
 
 
(dollars in thousands)
 
(dollars in thousands)
 
 
Net income (loss) attributable to Horizon Global
 
 
 
 
 
 
 
$
80,750

 
 
 
 
 
 
 
$
(203,960
)
 
$
284,710

Net loss attributable to noncontrolling interest
 
 
 
 
 
 
 
(1,240
)
 
 
 
 
 
 
 
(940
)
 
(300
)
Net income (loss)
 
 
 
 
 
 
 
79,510

 
 
 
 
 
 
 
(204,900
)
 
284,410

Interest expense
 
 
 
 
 
 
 
58,270

 
 
 
 
 
 
 
27,450

 
30,820

Income tax benefit
 
 
 
 
 
 
 
(10,820
)
 
 
 
 
 
 
 
(11,520
)
 
700

Depreciation and amortization
 
 
 
 
 
 
 
21,690

 
 
 
 
 
 
 
20,580

 
1,110

EBITDA
 
(4,320
)
 
(3,370
)
 
156,340

 
148,650

 
(5,770
)
 
(136,610
)
 
(26,010
)
 
(168,390
)
 
317,040

Net loss attributable to noncontrolling interest
 

 
1,240

 

 
1,240

 

 
940

 

 
940

 
300

Income from discontinued operations, net of tax
 

 

 
(189,520
)
 
(189,520
)
 

 

 
(14,460
)
 
(14,460
)
 
(175,060
)
Severance
 
(200
)
 
1,330

 
2,050

 
3,180

 
5,050

 
3,060

 
3,950

 
12,060

 
(8,880
)
Restructuring, relocation and related business disruption costs
 
9,500

 
(1,190
)
 
3,990

 
12,300

 
19,690

 
3,200

 

 
22,890

 
(10,590
)
Impairment of goodwill and intangible assets
 

 

 

 

 

 
126,770

 

 
126,770

 
(126,770
)
Non-cash stock compensation
 

 

 
2,150

 
2,150

 

 

 
1,550

 
1,550

 
600

Acquisition and integration costs
 

 

 

 

 

 
1,390

 
15,870

 
17,260

 
(17,260
)
Loss on business divestitures and other assets
 
2,070

 
3,630

 

 
5,700

 
6,690

 

 

 
6,690

 
(990
)
Board transition support
 

 

 
1,450

 
1,450

 

 

 

 

 
1,450

Product liability and litigation claims
 
820

 
1,760

 

 
2,580

 

 
1,340

 

 
1,340

 
1,240

Debt issuance costs
 

 

 
4,070

 
4,070

 

 

 

 

 
4,070

Unrealized foreign currency remeasurement costs
 

 
(180
)
 
130

 
(50
)
 
50

 
330

 
490

 
870

 
(920
)
Other
 
560

 
(450
)
 
(170
)
 
(60
)
 
340

 
(220
)
 
40

 
160

 
(220
)
Adjusted EBITDA
 
$
8,430


$
2,770


$
(19,510
)

$
(8,310
)
 
$
26,050


$
200


$
(18,570
)

$
7,680


$
(15,990
)


10



 
 
Three months ended December 31, 2019
 
Three months ended December 31, 2018
 
Variance
 
 
Horizon Americas
 
Horizon Europe-Africa
 
Corporate
 
Consolidated
 
Horizon Americas
 
Horizon Europe-Africa
 
Corporate
 
Consolidated
 
Consolidated
 
 
(dollars in thousands)
 
(dollars in thousands)
 
 
Net loss attributable to Horizon Global
 
 
 
 
 
 
 
$
(31,580
)
 
 
 
 
 
 
 
$
(46,760
)
 
$
15,180

Net loss attributable to noncontrolling interest
 
 
 
 
 
 
 
(400
)
 
 
 
 
 
 
 
(220
)
 
(180
)
Net loss
 
 
 
 
 
 
 
(31,980
)
 
 
 
 
 
 
 
(46,980
)
 
15,000

Interest expense
 
 
 
 
 
 
 
8,000

 
 
 
 
 
 
 
7,870

 
130

Income tax (benefit) expense
 
 
 
 
 
 
 
(8,490
)
 
 
 
 
 
 
 
4,250

 
(12,740
)
Depreciation and amortization
 
 
 
 
 
 
 
4,900

 
 
 
 
 
 
 
5,510

 
(610
)
EBITDA
 
(14,280
)
 
(7,920
)
 
(5,370
)
 
(27,570
)
 
(13,530
)
 
(12,440
)
 
(3,380
)
 
(29,350
)
 
1,780

Net loss attributable to noncontrolling interest
 

 
400

 

 
400

 

 
220

 

 
220

 
180

Income from discontinued operations, net of tax
 

 

 

 

 

 

 
(3,120
)
 
(3,120
)
 
3,120

Severance
 

 
1,320

 
430

 
1,750

 
40

 
1,500

 
1,200

 
2,740

 
(990
)
Restructuring, relocation and related business disruption costs
 
8,390

 
220

 
(260
)
 
8,350

 
7,860

 
380

 

 
8,240

 
110

Impairment of goodwill and other intangibles
 

 

 

 

 

 
1,000

 

 
1,000

 
(1,000
)
Non-cash stock compensation
 

 

 
330

 
330

 

 

 
110

 
110

 
220

Acquisition and integration costs
 

 

 

 

 

 

 
(260
)
 
(260
)
 
260

Loss on business divestitures and other assets
 
790

 

 

 
790

 
3,130

 

 

 
3,130

 
(2,340
)
Product liability and litigation claims
 

 
1,710

 

 
1,710

 

 
1,340

 

 
1,340

 
370

Debt issuance costs
 

 

 
(280
)
 
(280
)
 

 

 

 

 
(280
)
Unrealized foreign currency remeasurement costs
 
(160
)
 
(1,390
)
 
(310
)
 
(1,860
)
 
(60
)
 
(420
)
 
290

 
(190
)
 
(1,670
)
Other
 
(310
)
 
(270
)
 
460

 
(120
)
 
750

 
(70
)
 
120

 
800

 
(920
)
Adjusted EBITDA
 
$
(5,570
)

$
(5,930
)

$
(5,000
)

$
(16,500
)

$
(1,810
)

$
(8,490
)

$
(5,040
)

$
(15,340
)
 
$
(1,160
)



11




Appendix II

Horizon Global Corporation
Reconciliation of Reported Revenue Growth
to Constant Currency Basis
(Unaudited)

We evaluate results in our operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results, consistent with how we evaluate our performance. Constant currency revenue results are calculated by translating current year revenue in local currency using the prior year's currency conversion rate. This non-GAAP measure has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Our use of this term may vary from the use of similarly-titled measures by other issuers due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

 
 
Three Months Ended December 31, 2019
 
Twelve months ended December 31, 2019
 
 
Horizon Americas
 
Horizon Europe‑
Africa
 
Consolidated
 
Horizon Americas
 
Horizon Europe‑
Africa
 
Consolidated
Revenue growth as reported
 
1.6
 %
 
5.1
 %
 
3.3
 %
 
(4.6
)%
 
(1.7
)%
 
(3.3
)%
Less: currency impact
 
(0.1
)%

(3.5
)%

(1.8
)%

(0.1
)%

(5.8
)%

(2.7
)%
Revenue growth at constant currency
 
1.7
 %
 
8.6
 %
 
5.1
 %
 
(4.5
)%
 
4.1
 %
 
(0.6
)%



12