|
|
|
|
|
(Mark One)
|
|
|
x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2019
|
||
OR
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ________ to ________.
|
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
|
|
47-3574483
(IRS Employer Identification No.)
|
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
|
Large accelerated filer o
|
|
Accelerated filer x
|
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Non-accelerated filer o
|
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Smaller reporting company x
|
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Emerging growth company x
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Principal Accountant Fees and Services
|
||
|
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|||
|
|
|
Exhibits, Financial Statement Schedules
|
||
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▪
|
Automotive OEM and Automotive OES (collectively, “Automotive OE”): The automotive OEM sales channel represents sales to automotive vehicle manufacturers while automotive OES primarily represents sales to automotive vehicle dealerships. We primarily sell our towing products to the automotive OEM and automotive OES sales channels. This product category includes devices and accessories installed on a tow-vehicle for the purpose of attaching a trailer, camper, etc., such as hitches/tow bars, fifth wheels, gooseneck hitches, weight distribution systems, brake controls, wiring harnesses, draw bars, ball mounts, crossbars, security and other towing accessories.
|
▪
|
Industrial: This sales channel represents sales to non-automotive manufacturers and dealers of agricultural equipment, trailers and other custom assemblies. We primarily sell our trailering products to the industrial sales channel. This product category includes control devices and components of the trailer itself, such as brake controls, jacks, winches, couplers, interior and exterior vehicle lighting and brake replacement parts.
|
▪
|
Aftermarket: This sales channel represents sales to automotive installers and warehouse distributors. In addition to selling our towing and trailering products to the aftermarket sales channel, we also sell our cargo management and “other” products to this sales channel. The cargo management product category includes a wide variety of products used to facilitate the transportation of various forms of cargo, to secure that cargo or to organize items. Examples of these products are bike racks, roof cross bar systems, cargo carriers, luggage boxes, car interior protective products, rope, tie-downs, tarps, tarp straps, bungee cords, loading ramps and interior travel organizers. The “other” product category includes a diverse range of items in our portfolio that do not fit into towing, trailering or cargo management categories. Examples of these products include tubular push bars, side steps, sports bars, skid plates and oil pans.
|
▪
|
Retail: This sales channel represents sales to direct-to-consumer retailers, such as traditional brick and mortar merchants. While we offer a majority of our products to the retail sales channel, we primarily focus on towing and cargo management products in this sales channel.
|
▪
|
E-commerce: This sales channel represents sales to direct-to-consumer retailers who utilize the Internet to purchase the Company’s products. Similar to the retail sales channel, we offer a majority of our products to the e-commerce sales channel, with a focus on towing and cargo management products.
|
▪
|
Global Platform/Supplier Consolidation: Automotive OEs are adopting global vehicle platforms to decrease product development costs and increase manufacturing efficiency and profitability. As a result, Automotive OEs are selecting suppliers that have the capacity to manufacture and deliver products on a worldwide basis as well as the flexibility to adapt products to local variations. Suppliers with a global supply chain and efficient manufacturing capabilities are best positioned to benefit from this trend. We believe we are uniquely positioned to take advantage of this trend as a result of our global manufacturing footprint, highly developed supply chain relationships and track record of success in solving application challenges in our product lines;
|
▪
|
Outsourcing of Design and Manufacturing of Vehicle Parts and Systems: Automotive OEs continually strive to simplify their assembly processes, lower costs and reduce development times. As a result, they have increasingly relied on suppliers to perform many of the design, engineering, research and development and assembly functions traditionally performed by automotive OEs. Suppliers with extensive design and engineering capabilities are in the best position to benefit from this trend as they are able to offer value-added solutions with superior features and convenience. We believe certain automotive OEs have sought us out to assist with their engineering challenges to increase towing capacity and for the many solutions provided by our existing products; and
|
▪
|
Shorter Product Development Cycles: Due to frequent shifts in government regulations and customer preferences, OEs are requiring suppliers to continue to provide new designs and product innovations. These trends are prevalent in mature markets as well as, emerging markets, which are advancing rapidly towards the regulatory standards and consumer preferences of the more mature markets. Suppliers with strong technologies, robust engineering and development capabilities are best positioned to meet OE demands for rapid innovation. Our broad product offerings, product expertise, and global engineering footprint enables us to rapidly deploy solutions meeting the changing customer needs.
|
▪
|
Channel Consolidation: In the more mature market of the United States, there has been increasing consolidation in distribution networks with larger, more sophisticated aftermarket distributors and retailers gaining market share. In kind, these distributors generally require larger, more sophisticated suppliers with product expertise, category management and supply chain services and capabilities, as well as a global manufacturing and services footprint. We provide customers in this category the opportunity to rationalize their supply base of vendors in our product lines by virtue of our broad offering and product expertise; and
|
▪
|
Growth of Online Capabilities: Reaching consumers directly through online capabilities, including e-commerce, is having an increasing impact on the global automotive aftermarket and retail channels. Establishment of a robust online presence is critical for suppliers regardless of whether or not they participate directly in e-commerce. We believe we are positioned well to take advantage of this continuing trend, given our established online presence. We support consumers by offering a wide range of information on our products and services, including installation videos, custom-fit guides and links to authorized dealers and both brick and mortar and e-commerce merchants.
|
▪
|
Diverse Product Portfolio of Market Leading Brands. We believe we benefit from a diverse portfolio of high-quality and highly-engineered products sold under globally recognized and market leading brand names. By offering a wide range of products, we are able to provide a complete solution to satisfy our customers’ towing, trailering and cargo management needs, as well as serve diverse channels through effective brand management. Our brands are well-known in their respective product areas and channels. We believe that we are the leading supplier of towing products and among the leading suppliers of trailering products globally.
|
▪
|
Global Scale with Flexible Manufacturing Footprint and Supply Chain. We were built through internal growth and a series of acquisitions to become the only truly global automotive accessories company with the products we offer. We have the ability to produce low-volume, customized, quick-turn products in our global manufacturing facilities, while our sourcing arrangements with third-party suppliers provides us with the flexibility to manufacture or source high-volume products as end-market demand fluctuates. Our flexible manufacturing capability, low-cost manufacturing facilities and established supply chain allow us to quickly and efficiently respond to changes in end-market demand.
|
▪
|
Long-Term Relationships with a Diverse Customer Base. Our customers encompass a broad range of OEs, mass merchants, e-commerce websites, distributors, dealers, and independent installers, representing multiple channels to reaching the end consumer. Blue chip customers include Ford Motor Company, FCA, Volkswagen, BMW, Mercedes-Benz, AutoZone, Amazon, Toyota, Canadian Tire, LKQ, U-Haul, Home Depot and Etrailer, among others. Our customer relationships are well established, with many exceeding 20 years. These strong partnerships can provide stability to our revenue base through economic cycles. We believe our diverse product portfolio, global scale and flexible manufacturing capabilities enable us to provide a unique value proposition to customers.
|
▪
|
Globally Competitive Cost Structure. Since becoming an independent public company, we have focused on margin improvement activities, identifying and acting on projects to reduce our cost structure. With focused, identifiable projects under way or complete, we believe we should benefit from improved operating margins and cash flow that can then be deployed to high-value creation activities. The combination of our strong brand names, leading market position, flexible manufacturing and sourcing operations have historically resulted in significant cash flow generation.
|
▪
|
Capital Structure. Our first priority is to continue to improve our capital structure with a continued reduction in leverage over time. We aim to accomplish this goal through cash flow generation and improved liquidity management following the sale of our APAC business and our other key business priorities.
|
▪
|
Margin Expansion. Our second priority is to drive the organization to an operating margin that is competitive with or above industry expectations. We believe the investments made in our facilities and equipment over the past few years, along with our efforts to realign our operations, should provide the foundation for additional margin expansion. We are developing an organization in which all team members are focused on constantly improving the efficiency of all operations through the adoption of lean and continuous improvement practices.
|
▪
|
Operational Stabilization. Our third priority is to stabilize existing operations after significant management changes and changes in our distribution footprint in the Americas and manufacturing footprint in Europe-Africa during 2019. We aim to have our distribution centers and manufacturing facilities operating efficiently and effectively to meet peak demand during our traditional summer selling season in 2020.
|
▪
|
Organic Growth. Our fourth priority is to grow the business 3% to 5% on an organic basis, annually. We have identified areas of focused growth activities, involving geographic markets and sales channels, which we believe are particularly aligned with our competitive strengths.
|
▪
|
Balanced Original Equipment and Aftermarket Growth. The global market for accessories and vehicle personalization is increasing across channels. Automotive manufacturers are looking for suppliers to partner with to create genuine accessories to meet this need. Historically, this has been undertaken as a regional effort, but the growth of global automotive OE has increased the need for global suppliers. Our geographic footprint, existing customer relationships and the increase in global vehicle platforms align to present us with unique opportunities to grow with our automotive OE customers. The Company is positioned to balance and leverage the OE growth with growth in the aftermarket as we have significant brand recognition and strategic distributor and customer relationships.
|
▪
|
E-commerce. We will continue to leverage the breadth of our product portfolio and global manufacturing footprint by continuing to expand our presence in the high growth e-commerce channel. This strategy is applicable in our developed markets where a focus on content delivery and customer support drive growth. It is also a powerful tool as we look at developing new, less mature markets around the world, enabling a direct connection with the users of our product set.
|
▪
|
Low Cost Countries. We believe our manufacturing presence in Mexico and Romania provides opportunities for growth, while supporting both new and existing global customers in a cost-effective manner. When leveraged appropriately, it allows us to manufacture and distribute our products in a localized and regionalized manner efficiently and supports having the right product in the right place to best serve customer and end market needs.
|
▪
|
Product Innovation. Our presence in the OE channels and multiple geographic markets allows us to leverage development costs and product innovation tied to new vehicles across our entire global footprint.
|
•
|
require us to dedicate a substantial portion of our cash from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisition and other general corporate purposes;
|
•
|
increase our vulnerability to adverse economic or industry conditions;
|
•
|
limit our ability to obtain additional financing in the future on acceptable terms and conditions to enable us to react to changes in our business; or
|
•
|
place us at a competitive disadvantage compared to businesses in our industry that have less debt.
|
•
|
incur additional indebtedness and guarantee indebtedness;
|
•
|
pay dividends or make other distributions or repurchase or redeem capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
issue certain preferred stock or similar equity securities;
|
•
|
make loans and investments;
|
•
|
sell assets;
|
•
|
incur liens;
|
•
|
enter into transactions with affiliates;
|
•
|
alter the businesses we conduct;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
|
•
|
consolidate, merge or sell all or substantially all of our assets.
|
•
|
limited in how we conduct our business;
|
•
|
unable to raise additional debt or equity financing to operate during general economic or business downturns; and
|
•
|
unable to compete effectively or to take advantage of new business opportunities.
|
•
|
changes in local government regulations and policies including, but not limited to, governmental embargoes, repatriation of earnings, expropriation of property, duty or tariff restrictions, investment limitations and tax policies;
|
•
|
changes in local economic conditions;
|
•
|
political and economic instability and disruptions, including labor unrest, civil strife, acts of war, guerrilla activities, insurrection and terrorism;
|
•
|
legislation that regulates the use of chemicals;
|
•
|
disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act (“FCPA”);
|
•
|
compliance with international trade laws and regulations, including export control and economic sanctions, such as anti-dumping duties;
|
•
|
difficulties in staffing and managing multi-national operations;
|
•
|
limitations on our ability to enforce legal rights and remedies;
|
•
|
tax inefficiencies in repatriating cash flow from non-U.S. subsidiaries that could affect our financial results and reduce our ability to service debt;
|
•
|
reduced protection of intellectual property rights;
|
•
|
increasingly complex laws and regulations concerning privacy and data security, including the European Union’s General Data Protection Regulation;
|
•
|
the impacts related to the United Kingdom’s successful referendum to exit the European Union; and
|
•
|
other risks arising out of foreign sovereignty over the areas where our operations are conducted.
|
•
|
exemption from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002;
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
|
•
|
exemption from the requirements of holding non-binding stockholder votes on executive compensation arrangements; and
|
•
|
exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless the SEC otherwise determines, any future audit rules that may be adopted by the Public Company Accounting Oversight Board.
|
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)
|
|||||
October 1 - 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
813,494
|
|
November 1 - 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
813,494
|
|
December 1 - 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
813,494
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
813,494
|
|
•
|
Our ability to realize the expected future economic benefits resulting from the changes made to our manufacturing operations, distribution footprint and management team during 2017 through 2019, including the operational improvement initiatives implemented in 2019;
|
•
|
Our ability to continue to manage our liquidity, including continuing to deleverage our balance sheet and service our debt obligations;
|
•
|
Our ability to quickly and cost-effectively introduce new products to our customers and end-user market with a resulting streamlined customer service model and improved operating margins;
|
•
|
Our ability to continue to successfully launch new products and customer programs to expand our geographic coverage or distribution channels and realize desired operating efficiencies; and
|
•
|
Our ability to manage our cost structure more efficiently via global supply base management, internal sourcing and/or purchasing of materials, selective outsourcing and/or purchasing of support functions, working capital management and a global approach to leverage of our administrative functions.
|
|
|
Twelve months ended December 31, 2019
|
||||||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Corporate
|
|
Consolidated
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net income attributable to Horizon Global
|
|
|
|
|
|
|
|
$
|
80,750
|
|
||||||
Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
(1,240
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
$
|
79,510
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
58,270
|
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
(10,820
|
)
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
21,690
|
|
|||||||
EBITDA
|
|
$
|
(4,320
|
)
|
|
$
|
(3,370
|
)
|
|
$
|
156,340
|
|
|
$
|
148,650
|
|
Net loss attributable to noncontrolling interest
|
|
—
|
|
|
1,240
|
|
|
—
|
|
|
1,240
|
|
||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(189,520
|
)
|
|
(189,520
|
)
|
||||
Severance
|
|
(200
|
)
|
|
1,330
|
|
|
2,050
|
|
|
3,180
|
|
||||
Restructuring, relocation and related business disruption costs
|
|
9,500
|
|
|
(1,190
|
)
|
|
3,990
|
|
|
12,300
|
|
||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
2,150
|
|
||||
Loss on business divestitures and other assets
|
|
2,070
|
|
|
3,630
|
|
|
—
|
|
|
5,700
|
|
||||
Board transition support
|
|
—
|
|
|
—
|
|
|
1,450
|
|
|
1,450
|
|
||||
Product liability and litigation claims
|
|
820
|
|
|
1,760
|
|
|
—
|
|
|
2,580
|
|
||||
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
4,070
|
|
|
4,070
|
|
||||
Unrealized foreign currency remeasurement costs
|
|
—
|
|
|
(180
|
)
|
|
130
|
|
|
(50
|
)
|
||||
Other
|
|
560
|
|
|
(450
|
)
|
|
(170
|
)
|
|
(60
|
)
|
||||
Adjusted EBITDA
|
|
$
|
8,430
|
|
|
$
|
2,770
|
|
|
$
|
(19,510
|
)
|
|
$
|
(8,310
|
)
|
|
|
Twelve months ended December 31, 2018
|
||||||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Corporate
|
|
Consolidated
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Net income attributable to Horizon Global
|
|
|
|
|
|
|
|
$
|
(203,960
|
)
|
||||||
Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
(940
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
$
|
(204,900
|
)
|
||||||
Interest expense
|
|
|
|
|
|
|
|
27,450
|
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
(11,520
|
)
|
|||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
20,580
|
|
|||||||
EBITDA
|
|
$
|
(5,770
|
)
|
|
$
|
(136,610
|
)
|
|
$
|
(26,010
|
)
|
|
$
|
(168,390
|
)
|
Net loss attributable to noncontrolling interest
|
|
—
|
|
|
940
|
|
|
—
|
|
|
940
|
|
||||
Income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(14,460
|
)
|
|
(14,460
|
)
|
||||
Severance
|
|
5,050
|
|
|
3,060
|
|
|
3,950
|
|
|
12,060
|
|
||||
Restructuring, relocation and related business disruption costs
|
|
19,690
|
|
|
3,200
|
|
|
—
|
|
|
22,890
|
|
||||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
126,770
|
|
|
—
|
|
|
126,770
|
|
||||
Non-cash stock compensation
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|
1,550
|
|
||||
Acquisition and integration costs
|
|
—
|
|
|
1,390
|
|
|
15,870
|
|
|
17,260
|
|
||||
Loss on business divestitures and other assets
|
|
6,690
|
|
|
—
|
|
|
—
|
|
|
6,690
|
|
||||
Unrealized foreign currency remeasurement costs
|
|
50
|
|
|
330
|
|
|
490
|
|
|
870
|
|
||||
Other (income) expense, net
|
|
340
|
|
|
(220
|
)
|
|
40
|
|
|
160
|
|
||||
Adjusted EBITDA
|
|
$
|
26,050
|
|
|
$
|
200
|
|
|
$
|
(18,570
|
)
|
|
$
|
7,680
|
|
|
|
Twelve months ended December 31,
|
|
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
|
|
$
|
372,720
|
|
|
54.0
|
%
|
|
$
|
390,750
|
|
|
54.7
|
%
|
|
$
|
(18,030
|
)
|
|
(4.6
|
)%
|
|
$
|
(17,450
|
)
|
|
(4.5
|
)%
|
Horizon Europe‑Africa
|
|
317,730
|
|
|
46.0
|
%
|
|
323,260
|
|
|
45.3
|
%
|
|
(5,530
|
)
|
|
(1.7
|
)%
|
|
13,180
|
|
|
4.1
|
%
|
||||
Total
|
|
$
|
690,450
|
|
|
100.0
|
%
|
|
$
|
714,010
|
|
|
100.0
|
%
|
|
$
|
(23,560
|
)
|
|
(3.3
|
)%
|
|
$
|
(4,270
|
)
|
|
(0.6
|
)%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
71,640
|
|
|
19.2
|
%
|
|
$
|
79,930
|
|
|
20.5
|
%
|
|
$
|
(8,290
|
)
|
|
(10.4
|
)%
|
|
$
|
(8,130
|
)
|
|
(10.2
|
)%
|
Horizon Europe‑Africa
|
|
24,590
|
|
|
7.7
|
%
|
|
29,550
|
|
|
9.1
|
%
|
|
(4,960
|
)
|
|
(16.8
|
)%
|
|
(2,960
|
)
|
|
(10.0
|
)%
|
||||
Total
|
|
$
|
96,230
|
|
|
13.9
|
%
|
|
$
|
109,480
|
|
|
15.3
|
%
|
|
$
|
(13,250
|
)
|
|
(12.1
|
)%
|
|
$
|
(11,090
|
)
|
|
(10.1
|
)%
|
Selling, General and Administrative Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
81,450
|
|
|
21.9
|
%
|
|
$
|
86,380
|
|
|
22.1
|
%
|
|
$
|
(4,930
|
)
|
|
(5.7
|
)%
|
|
$
|
(4,770
|
)
|
|
(5.5
|
)%
|
Horizon Europe‑Africa
|
|
38,050
|
|
|
12.0
|
%
|
|
49,540
|
|
|
15.3
|
%
|
|
(11,490
|
)
|
|
(23.2
|
)%
|
|
(9,430
|
)
|
|
(19.0
|
)%
|
||||
Corporate
|
|
34,680
|
|
|
N/A
|
|
|
35,210
|
|
|
N/A
|
|
|
(530
|
)
|
|
(1.5
|
)%
|
|
—
|
|
|
—
|
%
|
||||
Total
|
|
$
|
154,180
|
|
|
22.3
|
%
|
|
$
|
171,130
|
|
|
24.0
|
%
|
|
$
|
(16,950
|
)
|
|
(9.9
|
)%
|
|
$
|
(14,200
|
)
|
|
(8.3
|
)%
|
Operating Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
(10,390
|
)
|
|
(2.8
|
)%
|
|
$
|
(6,840
|
)
|
|
(1.8
|
)%
|
|
$
|
(3,550
|
)
|
|
51.9
|
%
|
|
$
|
(3,560
|
)
|
|
52.0
|
%
|
Horizon Europe‑Africa
|
|
(12,100
|
)
|
|
(3.8
|
)%
|
|
(148,630
|
)
|
|
(46.0
|
)%
|
|
136,530
|
|
|
(91.9
|
)%
|
|
136,580
|
|
|
(91.9
|
)%
|
||||
Corporate
|
|
(34,680
|
)
|
|
N/A
|
|
|
(35,160
|
)
|
|
N/A
|
|
|
480
|
|
|
(1.4
|
)%
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
(57,170
|
)
|
|
(8.3
|
)%
|
|
$
|
(190,630
|
)
|
|
(26.7
|
)%
|
|
$
|
133,460
|
|
|
(70.0
|
)%
|
|
$
|
133,020
|
|
|
(69.8
|
)%
|
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
6,590
|
|
|
1.8
|
%
|
|
$
|
6,760
|
|
|
1.7
|
%
|
|
$
|
(170
|
)
|
|
(2.5
|
)%
|
|
$
|
(170
|
)
|
|
(2.5
|
)%
|
Horizon Europe‑Africa
|
|
3,080
|
|
|
1.0
|
%
|
|
4,500
|
|
|
1.4
|
%
|
|
(1,420
|
)
|
|
(31.6
|
)%
|
|
(900
|
)
|
|
(20.0
|
)%
|
||||
Corporate
|
|
50
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
50
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
9,720
|
|
|
1.4
|
%
|
|
$
|
11,260
|
|
|
1.6
|
%
|
|
$
|
(1,540
|
)
|
|
(13.7
|
)%
|
|
$
|
(1,070
|
)
|
|
(9.5
|
)%
|
Depreciation and Amortization of Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
8,670
|
|
|
2.3
|
%
|
|
$
|
8,160
|
|
|
2.1
|
%
|
|
$
|
510
|
|
|
6.3
|
%
|
|
$
|
550
|
|
|
6.7
|
%
|
Horizon Europe‑Africa
|
|
11,720
|
|
|
3.7
|
%
|
|
12,090
|
|
|
3.7
|
%
|
|
(370
|
)
|
|
(3.1
|
)%
|
|
(250
|
)
|
|
(2.1
|
)%
|
||||
Corporate
|
|
1,300
|
|
|
N/A
|
|
|
330
|
|
|
N/A
|
|
|
970
|
|
|
293.9
|
%
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
21,690
|
|
|
3.1
|
%
|
|
$
|
20,580
|
|
|
2.9
|
%
|
|
$
|
1,110
|
|
|
5.4
|
%
|
|
$
|
300
|
|
|
1.5
|
%
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Horizon Americas
|
|
$
|
8,430
|
|
|
2.3
|
%
|
|
$
|
26,050
|
|
|
6.7
|
%
|
|
$
|
(17,620
|
)
|
|
(67.6
|
)%
|
|
N/A
|
|
|
N/A
|
|
|
Horizon Europe-Africa
|
|
2,770
|
|
|
0.9
|
%
|
|
200
|
|
|
0.1
|
%
|
|
2,570
|
|
|
1,285.0
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Corporate
|
|
(19,510
|
)
|
|
N/A
|
|
|
(18,570
|
)
|
|
N/A
|
|
|
(940
|
)
|
|
5.1
|
%
|
|
N/A
|
|
|
N/A
|
|
||||
Total
|
|
$
|
(8,310
|
)
|
|
(1.2
|
)%
|
|
$
|
7,680
|
|
|
1.1
|
%
|
|
$
|
(15,990
|
)
|
|
(208.2
|
)%
|
|
N/A
|
|
|
N/A
|
|
|
|
Twelve months ended December 31,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
87,700
|
|
|
$
|
80,300
|
|
|
$
|
7,400
|
|
|
9.2
|
%
|
Automotive OES
|
|
6,950
|
|
|
5,610
|
|
|
1,340
|
|
|
23.9
|
%
|
|||
Aftermarket
|
|
96,910
|
|
|
114,450
|
|
|
(17,540
|
)
|
|
(15.3
|
)%
|
|||
Retail
|
|
105,970
|
|
|
115,920
|
|
|
(9,950
|
)
|
|
(8.6
|
)%
|
|||
Industrial
|
|
29,390
|
|
|
38,810
|
|
|
(9,420
|
)
|
|
(24.3
|
)%
|
|||
E-commerce
|
|
45,750
|
|
|
34,220
|
|
|
11,530
|
|
|
33.7
|
%
|
|||
Other
|
|
50
|
|
|
1,440
|
|
|
(1,390
|
)
|
|
(96.5
|
)%
|
|||
Total
|
|
$
|
372,720
|
|
|
$
|
390,750
|
|
|
$
|
(18,030
|
)
|
|
(4.6
|
)%
|
–
|
$13.8 million unfavorable material input costs primarily related to higher freight and tariff costs;
|
–
|
$6.7 million unfavorable manufacturing costs; and
|
–
|
$8.1 million of higher scrap costs and inventory reserves; partially offset by:
|
–
|
$6.4 million of prior-year comparable period restructuring and footprint rationalization projects and related cost inefficiencies that did not reoccur; and
|
–
|
$6.7 million in lower outbound freight costs.
|
–
|
$10.7 million of additional costs incurred in the prior-year comparable period related to restructuring projects and inefficiency costs incurred during the transition to our Kansas City location;
|
–
|
$3.5 million of lower personnel and compensation costs; and
|
–
|
$1.4 million of lower sales and marketing costs; partially offset by:
|
–
|
$6.5 million charge related to the abandonment of leased equipment in its Kansas City location; and
|
–
|
$3.4 million of higher distribution center rent and operating costs.
|
|
|
Twelve months ended December 31,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||||||
Automotive OEM
|
|
$
|
181,490
|
|
|
$
|
174,040
|
|
|
$
|
7,450
|
|
|
4.3
|
%
|
Automotive OES
|
|
58,080
|
|
|
50,890
|
|
|
7,190
|
|
|
14.1
|
%
|
|||
Aftermarket
|
|
69,370
|
|
|
77,190
|
|
|
(7,820
|
)
|
|
(10.1
|
)%
|
|||
Industrial
|
|
2,850
|
|
|
3,440
|
|
|
(590
|
)
|
|
(17.2
|
)%
|
|||
E-commerce
|
|
1,880
|
|
|
4,570
|
|
|
(2,690
|
)
|
|
(58.9
|
)%
|
|||
Other
|
|
4,060
|
|
|
13,130
|
|
|
(9,070
|
)
|
|
(69.1
|
)%
|
|||
Total
|
|
$
|
317,730
|
|
|
$
|
323,260
|
|
|
$
|
(5,530
|
)
|
|
(1.7
|
)%
|
–
|
$2.6 million of higher inventory reserves;
|
–
|
$2.0 million unfavorable currency translation; and
|
–
|
$1.3 million unfavorable material input and freight costs.
|
–
|
$4.1 million of additional costs incurred in the prior-year comparable period related to restructuring and footprint rationalization projects primarily related to the shift in production to our Brasov, Romania production facility;
|
–
|
$3.7 million reduction in functional support and personnel costs due to lower headcount; and
|
–
|
$1.2 million reduction in selling and warehouse expense primarily attributable to personnel costs; partially offset by:
|
–
|
$2.1 million unfavorable currency translation.
|
–
|
$11.0 million of expenses related to the prior-year termination of the Brink Group acquisition, which did not reoccur; partially offset by:
|
–
|
$5.3 million of lease abandonment and leasehold improvement charges related to the Company’s termination of its former headquarters lease; and
|
–
|
$4.6 million in additional professional fee and other costs related to the Company’s new debt issuance, amendments, consents and related structure changes.
|
•
|
December 31, 2020: 6.00 to 1.00
|
•
|
March 31, 2021: 6.00 to 1.00
|
•
|
June 30, 2021 and each fiscal quarter ending thereafter: 5.00 to 1.00
|
|
|
Twelve months ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
(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
|
|
148,650
|
|
|
(168,390
|
)
|
|
317,040
|
|
|||
Net loss attributable to noncontrolling interest
|
|
1,240
|
|
|
940
|
|
|
300
|
|
|||
Income from discontinued operations, net of tax
|
|
(189,520
|
)
|
|
(14,460
|
)
|
|
(175,060
|
)
|
|||
EBITDA from continuing operations
|
|
(39,630
|
)
|
|
(181,910
|
)
|
|
142,280
|
|
|||
Adjustments pursuant to Term Loan Agreements:
|
|
|
|
|
|
|
||||||
Losses on sale of receivables
|
|
1,590
|
|
|
1,730
|
|
|
(140
|
)
|
|||
Non-cash equity grant expenses
|
|
2,150
|
|
|
1,550
|
|
|
600
|
|
|||
Other non-cash expenses or losses
|
|
3,710
|
|
|
132,000
|
|
|
(128,290
|
)
|
|||
Term Loans related fees, costs and expenses
|
|
2,920
|
|
|
—
|
|
|
2,920
|
|
|||
Lender agent related professional fees, costs, and expenses
|
|
840
|
|
|
—
|
|
|
840
|
|
|||
Non-recurring expenses or costs (a)
|
|
19,940
|
|
|
53,650
|
|
|
(33,710
|
)
|
|||
Non-cash losses on asset sales
|
|
(300
|
)
|
|
2,210
|
|
|
(2,510
|
)
|
|||
Other
|
|
470
|
|
|
(1,550
|
)
|
|
2,020
|
|
|||
Adjusted EBITDA
|
|
(8,310
|
)
|
|
7,680
|
|
|
(15,990
|
)
|
|||
Non-recurring expense limitation (a) (b)
|
|
(9,940
|
)
|
|
(43,650
|
)
|
|
33,710
|
|
|||
Other
|
|
(470
|
)
|
|
1,550
|
|
|
(2,020
|
)
|
|||
Consolidated EBITDA
|
|
$
|
(18,720
|
)
|
|
$
|
(34,420
|
)
|
|
$
|
15,700
|
|
▪
|
An emerging growth company is exempt from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and financial statements, commonly known as an “auditor discussion and analysis.”
|
▪
|
An emerging growth company is not required to hold a nonbinding advisory stockholder vote on executive compensation or any golden parachute payments not previously approved by stockholders.
|
▪
|
An emerging growth company is not required to comply with the requirement of auditor attestation of management’s assessment of internal control over financial reporting, which is required for other public reporting companies by Section 404 of the Sarbanes-Oxley Act.
|
▪
|
An emerging growth company is eligible for reduced disclosure obligations regarding executive compensation in its periodic and annual reports, including without limitation exemption from the requirement to provide a compensation discussion and analysis describing compensation practices and procedures.
|
▪
|
A company that is an emerging growth company is eligible for reduced financial statement disclosure in registration statements, which must include two years of audited financial statements rather than the three years of audited financial statements that are required for other public reporting companies.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
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
|
|
||
Contingencies (See Note 14)
|
|
|
|
|
|
|
||
Shareholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par: Authorized 400,000,000 shares; 26,073,894 shares issued and 25,387,388 outstanding at December 31, 2019, and 25,866,747 shares issued and 25,180,241 outstanding at December 31, 2018
|
|
250
|
|
|
250
|
|
||
Common stock warrants exercisable for 6,487,674 shares issued and outstanding at December 31, 2019; none issued and outstanding at December 31, 2018
|
|
10,610
|
|
|
—
|
|
||
Paid-in capital
|
|
163,240
|
|
|
160,990
|
|
||
Treasury stock, at cost: 686,506 shares at December 31, 2019 and December 31, 2018
|
|
(10,000
|
)
|
|
(10,000
|
)
|
||
Accumulated deficit
|
|
(141,970
|
)
|
|
(222,720
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
(9,790
|
)
|
|
7,760
|
|
||
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
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
690,450
|
|
|
$
|
714,010
|
|
Cost of sales
|
|
(594,220
|
)
|
|
(604,530
|
)
|
||
Gross profit
|
|
96,230
|
|
|
109,480
|
|
||
Selling, general and administrative expenses
|
|
(154,180
|
)
|
|
(171,130
|
)
|
||
Impairment of goodwill and intangible assets
|
|
—
|
|
|
(126,770
|
)
|
||
Net gain (loss) on dispositions of property and equipment
|
|
780
|
|
|
(2,210
|
)
|
||
Operating loss
|
|
(57,170
|
)
|
|
(190,630
|
)
|
||
Other expense, net
|
|
(5,390
|
)
|
|
(12,800
|
)
|
||
Interest expense
|
|
(58,270
|
)
|
|
(27,450
|
)
|
||
Loss from continuing operations before income tax
|
|
(120,830
|
)
|
|
(230,880
|
)
|
||
Income tax benefit
|
|
10,820
|
|
|
11,520
|
|
||
Net loss from continuing operations
|
|
(110,010
|
)
|
|
(219,360
|
)
|
||
Income from discontinued operations, net of income taxes
|
|
189,520
|
|
|
14,460
|
|
||
Net income (loss)
|
|
79,510
|
|
|
(204,900
|
)
|
||
Less: Net loss attributable to noncontrolling interest
|
|
(1,240
|
)
|
|
(940
|
)
|
||
Net income (loss) attributable to Horizon Global
|
|
$
|
80,750
|
|
|
$
|
(203,960
|
)
|
|
|
|
|
|
||||
Net income (loss) per share attributable to Horizon Global:
|
|
|
|
|
||||
Basic:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(4.30
|
)
|
|
$
|
(8.72
|
)
|
Discontinued operations
|
|
7.49
|
|
|
0.58
|
|
||
Total
|
|
$
|
3.19
|
|
|
$
|
(8.14
|
)
|
Diluted:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(4.30
|
)
|
|
$
|
(8.72
|
)
|
Discontinued operations
|
|
7.49
|
|
|
0.58
|
|
||
Total
|
|
$
|
3.19
|
|
|
$
|
(8.14
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
25,297,576
|
|
|
25,053,013
|
|
||
Diluted
|
|
25,297,576
|
|
|
25,053,013
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net income (loss)
|
|
$
|
79,510
|
|
|
$
|
(204,900
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation and other
|
|
1,650
|
|
|
(5,150
|
)
|
||
Derivative instruments
|
|
(1,940
|
)
|
|
2,270
|
|
||
Total other comprehensive loss, net of tax
|
|
(290
|
)
|
|
(2,880
|
)
|
||
Total comprehensive income (loss)
|
|
79,220
|
|
|
(207,780
|
)
|
||
Less: Comprehensive loss attributable to noncontrolling interest
|
|
(1,240
|
)
|
|
(1,010
|
)
|
||
Comprehensive income (loss) attributable to Horizon Global
|
|
$
|
80,460
|
|
|
$
|
(206,770
|
)
|
|
|
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:
|
|
|
|
|
||||
Proceeds from borrowing on credit facilities
|
|
13,450
|
|
|
23,380
|
|
||
Repayments of borrowings on credit facilities
|
|
(7,490
|
)
|
|
(28,520
|
)
|
||
Proceeds from First Lien Term Loan, net of issuance costs
|
|
—
|
|
|
45,430
|
|
||
Repayments of borrowings on First Lien Term Loan, including transaction fees
|
|
(173,430
|
)
|
|
(9,090
|
)
|
||
Proceeds from Second Lien Term Loan, net of issuance costs
|
|
35,500
|
|
|
—
|
|
||
Proceeds from ABL Facility, net of issuance costs
|
|
79,790
|
|
|
87,930
|
|
||
Repayments of borrowings on ABL Facility
|
|
(123,240
|
)
|
|
(36,380
|
)
|
||
Proceeds from issuance of Series A Preferred Stock
|
|
5,340
|
|
|
—
|
|
||
Proceeds from issuance of Warrants, net of issuance costs
|
|
5,270
|
|
|
—
|
|
||
Other, net
|
|
100
|
|
|
(390
|
)
|
||
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
|
|
|
|
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' Equity (Deficit)
|
||||||||||||||||||
Balances at January 1, 2018, as reported
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
159,490
|
|
|
$
|
(10,000
|
)
|
|
$
|
(17,860
|
)
|
|
$
|
10,010
|
|
|
$
|
141,890
|
|
|
$
|
(1,490
|
)
|
|
$
|
140,400
|
|
Impact of ASU 2018-02
|
|
—
|
|
|
—
|
|
|
340
|
|
|
—
|
|
|
(900
|
)
|
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balances at January 1, 2018, as restated
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
159,830
|
|
|
$
|
(10,000
|
)
|
|
$
|
(18,760
|
)
|
|
$
|
10,570
|
|
|
$
|
141,890
|
|
|
$
|
(1,490
|
)
|
|
$
|
140,400
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203,960
|
)
|
|
—
|
|
|
(203,960
|
)
|
|
(940
|
)
|
|
(204,900
|
)
|
|||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,810
|
)
|
|
(2,810
|
)
|
|
(70
|
)
|
|
(2,880
|
)
|
|||||||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations
|
|
—
|
|
|
—
|
|
|
(390
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(390
|
)
|
|
—
|
|
|
(390
|
)
|
|||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
1,550
|
|
|||||||||
Balances at December 31, 2018
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
160,990
|
|
|
$
|
(10,000
|
)
|
|
$
|
(222,720
|
)
|
|
$
|
7,760
|
|
|
$
|
(63,720
|
)
|
|
$
|
(2,500
|
)
|
|
$
|
(66,220
|
)
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,750
|
|
|
—
|
|
|
80,750
|
|
|
(1,240
|
)
|
|
79,510
|
|
|||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
|||||||||
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
|
—
|
|
|
2,150
|
|
|||||||||
Issuance of warrants and preferred stock
|
|
—
|
|
|
10,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,720
|
|
|
—
|
|
|
10,720
|
|
|||||||||
Exercise of stock warrants
|
|
—
|
|
|
(110
|
)
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amounts reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,260
|
)
|
|
(17,260
|
)
|
|
—
|
|
|
(17,260
|
)
|
|||||||||
Balances at December 31, 2019
|
|
$
|
250
|
|
|
$
|
10,610
|
|
|
$
|
163,240
|
|
|
$
|
(10,000
|
)
|
|
$
|
(141,970
|
)
|
|
$
|
(9,790
|
)
|
|
$
|
12,340
|
|
|
$
|
(3,740
|
)
|
|
$
|
8,600
|
|
Fixed Asset Category
|
Estimated Useful Life
|
Building and Land/Building Improvements
|
10 - 40 years
|
Machinery and Equipment
|
3 - 15 years
|
▪
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
|
▪
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
|
▪
|
Level 3 inputs are unobservable inputs for the asset or liability.
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Net sales
|
|
$
|
92,300
|
|
|
$
|
135,940
|
|
Cost of sales
|
|
(68,530
|
)
|
|
(101,540
|
)
|
||
Gross profit
|
|
23,770
|
|
|
34,400
|
|
||
Selling, general and administrative expenses
|
|
(9,580
|
)
|
|
(14,230
|
)
|
||
Net gain on dispositions of property and equipment
|
|
—
|
|
|
70
|
|
||
Other expense, net
|
|
(400
|
)
|
|
(330
|
)
|
||
Interest expense
|
|
(310
|
)
|
|
(290
|
)
|
||
Income before income tax expense
|
|
13,480
|
|
|
19,620
|
|
||
Income tax expense
|
|
(4,450
|
)
|
|
(5,160
|
)
|
||
Gain on sale of discontinued operations
|
|
180,490
|
|
|
—
|
|
||
Income from discontinued operations, net of income taxes
|
|
$
|
189,520
|
|
|
$
|
14,460
|
|
|
December 31, 2018
|
||
|
(dollars in thousands)
|
||
Assets
|
|||
Current assets:
|
|
||
Receivables, net of allowance for doubtful accounts
|
$
|
13,170
|
|
Inventories
|
21,490
|
|
|
Prepaid expenses and other current assets
|
1,420
|
|
|
Total current assets
|
36,080
|
|
|
Non-current assets:
|
|
||
Property and equipment, net
|
15,780
|
|
|
Goodwill
|
8,160
|
|
|
Other intangibles, net
|
8,650
|
|
|
Deferred income taxes
|
2,030
|
|
|
Other assets
|
170
|
|
|
Total non-current assets
|
34,790
|
|
|
Assets held-for-sale
|
$
|
70,870
|
|
Liabilities
|
|||
Current liabilities:
|
|
||
Accounts payable
|
$
|
20,780
|
|
Accrued liabilities
|
7,300
|
|
|
Total current liabilities
|
28,080
|
|
|
Non-current liabilities:
|
|
||
Deferred income taxes
|
1,530
|
|
|
Other long-term liabilities
|
210
|
|
|
Total non-current liabilities
|
1,740
|
|
|
Total liabilities held-for-sale
|
$
|
29,820
|
|
|
|
Twelve months ended December 31, 2019
|
||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Net Sales
|
|
|
|
|
|
|
||||||
Automotive OEM
|
|
$
|
87,700
|
|
|
$
|
181,490
|
|
|
$
|
269,190
|
|
Automotive OES
|
|
6,950
|
|
|
58,080
|
|
|
65,030
|
|
|||
Aftermarket
|
|
96,910
|
|
|
69,370
|
|
|
166,280
|
|
|||
Retail
|
|
105,970
|
|
|
—
|
|
|
105,970
|
|
|||
Industrial
|
|
29,390
|
|
|
2,850
|
|
|
32,240
|
|
|||
E-commerce
|
|
45,750
|
|
|
1,880
|
|
|
47,630
|
|
|||
Other
|
|
50
|
|
|
4,060
|
|
|
4,110
|
|
|||
Total
|
|
$
|
372,720
|
|
|
$
|
317,730
|
|
|
$
|
690,450
|
|
|
|
Twelve months ended December 31, 2018
|
||||||||||
|
|
Horizon Americas
|
|
Horizon Europe-Africa
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Net Sales
|
|
|
|
|
|
|
||||||
Automotive OEM
|
|
$
|
80,300
|
|
|
$
|
174,040
|
|
|
$
|
254,340
|
|
Automotive OES
|
|
5,610
|
|
|
50,890
|
|
|
56,500
|
|
|||
Aftermarket
|
|
114,450
|
|
|
77,190
|
|
|
191,640
|
|
|||
Retail
|
|
115,920
|
|
|
—
|
|
|
115,920
|
|
|||
Industrial
|
|
38,810
|
|
|
3,440
|
|
|
42,250
|
|
|||
E-commerce
|
|
34,220
|
|
|
4,570
|
|
|
38,790
|
|
|||
Other
|
|
1,440
|
|
|
13,130
|
|
|
14,570
|
|
|||
Total
|
|
$
|
390,750
|
|
|
$
|
323,260
|
|
|
$
|
714,010
|
|
|
|
Horizon Americas
|
|
Horizon Europe‑Africa
|
|
Total
|
||||||
|
(dollars in thousands)
|
|||||||||||
Balances at January 1, 2018
|
|
$
|
5,280
|
|
|
$
|
126,160
|
|
|
$
|
131,440
|
|
Impairment
|
|
—
|
|
|
(124,660
|
)
|
|
(124,660
|
)
|
|||
Foreign currency translation and other
|
|
(780
|
)
|
|
(1,500
|
)
|
|
(2,280
|
)
|
|||
Balances at December 31, 2018
|
|
4,500
|
|
|
—
|
|
|
4,500
|
|
|||
Foreign currency translation
|
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
|||
Balances at December 31, 2019
|
|
$
|
4,350
|
|
|
$
|
—
|
|
|
$
|
4,350
|
|
|
|
As of December 31, 2019
|
||||||||||
Intangible Category by Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships, 2 - 20 years
|
|
$
|
164,150
|
|
|
$
|
(129,310
|
)
|
|
$
|
34,840
|
|
Technology and other, 3 - 15 years
|
|
21,420
|
|
|
(17,260
|
)
|
|
4,160
|
|
|||
Trademark/Trade names, 1 - 8 years
|
|
150
|
|
|
(150
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
|
185,720
|
|
|
(146,720
|
)
|
|
39,000
|
|
|||
Trademark/Trade names, indefinite-lived
|
|
21,120
|
|
|
—
|
|
|
21,120
|
|
|||
Total other intangible assets
|
|
$
|
206,840
|
|
|
$
|
(146,720
|
)
|
|
$
|
60,120
|
|
|
|
As of December 31, 2018
|
||||||||||
Intangible Category by Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Amount
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships, 2 - 20 years
|
|
$
|
168,230
|
|
|
$
|
(124,510
|
)
|
|
$
|
43,720
|
|
Technology and other, 3 - 15 years
|
|
20,490
|
|
|
(15,400
|
)
|
|
5,090
|
|
|||
Trademark/Trade names, 1 - 8 years
|
|
150
|
|
|
(150
|
)
|
|
—
|
|
|||
Total finite-lived intangible assets
|
|
188,870
|
|
|
(140,060
|
)
|
|
48,810
|
|
|||
Trademark/Trade names, indefinite-lived
|
|
20,590
|
|
|
—
|
|
|
20,590
|
|
|||
Total other intangible assets
|
|
$
|
209,460
|
|
|
$
|
(140,060
|
)
|
|
$
|
69,400
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Technology and other, included in cost of sales
|
|
$
|
530
|
|
|
$
|
1,840
|
|
Customer relationships & Trademark/Trade names, included in selling, general and administrative expenses
|
|
5,220
|
|
|
6,410
|
|
||
Total amortization expense
|
|
$
|
5,750
|
|
|
$
|
8,250
|
|
Twelve months ended December 31,
|
|
Estimated Amortization Expense
|
||
|
|
(dollars in thousands)
|
||
2020
|
|
$
|
6,820
|
|
2021
|
|
$
|
5,100
|
|
2022
|
|
$
|
4,830
|
|
2023
|
|
$
|
4,480
|
|
2024
|
|
$
|
4,270
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Finished goods
|
|
$
|
82,080
|
|
|
$
|
89,000
|
|
Work in process
|
|
12,820
|
|
|
16,160
|
|
||
Raw materials
|
|
41,750
|
|
|
47,040
|
|
||
Total inventories
|
|
$
|
136,650
|
|
|
$
|
152,200
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Land and land improvements
|
|
$
|
470
|
|
|
$
|
460
|
|
Buildings
|
|
21,290
|
|
|
18,680
|
|
||
Machinery and equipment
|
|
121,740
|
|
|
121,230
|
|
||
|
|
143,500
|
|
|
140,370
|
|
||
Accumulated depreciation
|
|
(67,670
|
)
|
|
(53,870
|
)
|
||
Property and equipment, net
|
|
$
|
75,830
|
|
|
$
|
86,500
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Depreciation expense, included in cost of sales
|
|
$
|
13,360
|
|
|
$
|
11,330
|
|
Depreciation expense, included in selling, general and administrative expense
|
|
2,580
|
|
|
1,000
|
|
||
Total depreciation expense
|
|
$
|
15,940
|
|
|
$
|
12,330
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Customer incentives
|
|
$
|
14,270
|
|
|
$
|
9,990
|
|
Customer claims
|
|
7,540
|
|
|
14,130
|
|
||
Accrued compensation
|
|
6,760
|
|
|
5,680
|
|
||
Accrued professional services
|
|
4,790
|
|
|
4,380
|
|
||
Restructuring
|
|
2,340
|
|
|
7,530
|
|
||
Deferred purchase price
|
|
790
|
|
|
3,400
|
|
||
Short-term tax liabilities
|
|
90
|
|
|
1,130
|
|
||
Cross currency swap
|
|
—
|
|
|
1,610
|
|
||
Other
|
|
12,270
|
|
|
10,670
|
|
||
Total accrued liabilities
|
|
$
|
48,850
|
|
|
$
|
58,520
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
Long-term tax liabilities
|
|
$
|
340
|
|
|
$
|
6,270
|
|
Deferred purchase price
|
|
2,370
|
|
|
30
|
|
||
Restructuring
|
|
1,600
|
|
|
2,580
|
|
||
Other
|
|
9,480
|
|
|
10,870
|
|
||
Total other long-term liabilities
|
|
$
|
13,790
|
|
|
$
|
19,750
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
|
(dollars in thousands)
|
||||||
ABL Facility
|
|
$
|
20,020
|
|
|
$
|
61,570
|
|
First Lien Term Loan
|
|
25,210
|
|
|
190,520
|
|
||
Second Lien Term Loan
|
|
56,960
|
|
|
—
|
|
||
Convertible Notes
|
|
125,000
|
|
|
125,000
|
|
||
Bank facilities, capital leases and other long-term debt
|
|
13,670
|
|
|
18,990
|
|
||
Gross debt
|
|
240,860
|
|
|
396,080
|
|
||
Less:
|
|
|
|
|
||||
Current maturities, long-term debt
|
|
4,310
|
|
|
13,860
|
|
||
Gross long-term debt
|
|
236,550
|
|
|
382,220
|
|
||
Less:
|
|
|
|
|
||||
Unamortized debt issuance costs and original issuance discount on First Lien Term Loan
|
|
700
|
|
|
7,380
|
|
||
Unamortized debt issuance costs and discount on Second Lien Term Loan
|
|
12,730
|
|
|
—
|
|
||
Unamortized debt issuance costs and discount on Convertible Notes
|
|
18,070
|
|
|
24,190
|
|
||
Unamortized debt issuance costs and discount
|
|
31,500
|
|
|
31,570
|
|
||
Long-term debt
|
|
$
|
205,050
|
|
|
$
|
350,650
|
|
•
|
December 31, 2020: 6.00 to 1.00
|
•
|
March 31, 2021: 6.00 to 1.00
|
•
|
June 30, 2021 and each fiscal quarter ending thereafter: 5.00 to 1.00
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Contractual interest coupon on convertible debt
|
|
$
|
3,490
|
|
|
$
|
3,490
|
|
Amortization of debt issuance costs
|
|
$
|
530
|
|
|
$
|
530
|
|
Amortization of "equity discount" related to debt
|
|
$
|
5,590
|
|
|
$
|
5,150
|
|
|
|
Future maturities of long-term debt
|
||
|
|
(dollars in thousands)
|
||
2020
|
|
$
|
4,310
|
|
2021
|
|
102,420
|
|
|
2022
|
|
125,000
|
|
|
2023
|
|
—
|
|
|
2024
|
|
—
|
|
|
Thereafter
|
|
9,130
|
|
|
Total
|
|
$
|
240,860
|
|
|
|
|
|
Asset / (Liability) Derivatives
|
||||||
|
|
Balance Sheet Caption
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
(dollars in thousands)
|
||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
1,910
|
|
Cross currency swap
|
|
Accrued liabilities
|
|
—
|
|
|
(2,480
|
)
|
||
Total derivatives designated as hedging instruments
|
|
|
|
—
|
|
|
(570
|
)
|
||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
Prepaid expenses and other current assets
|
|
—
|
|
|
70
|
|
||
Total derivatives de-designated as hedging instruments
|
|
|
|
—
|
|
|
70
|
|
||
Total derivatives
|
|
|
|
$
|
—
|
|
|
$
|
(500
|
)
|
|
Amount of Gain (Loss) Recognized in AOCI on Derivatives
(net of tax) |
||||||
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(dollars in thousands)
|
||||||
Derivative classified as cash flow hedges:
|
|
|
|
||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
1,870
|
|
Cross currency swap
|
$
|
—
|
|
|
$
|
90
|
|
|
|
Twelve months ended December 31,
|
||||||||||||||
|
|
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
|
|
$
|
(594,220
|
)
|
|
$
|
(58,270
|
)
|
|
$
|
(604,530
|
)
|
|
$
|
(27,450
|
)
|
Amount of Gain Reclassified from AOCI into Earnings
|
|
|
|
|
|
|
|
|
||||||||
Derivative classified as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
1,850
|
|
|
$
|
—
|
|
|
$
|
650
|
|
|
$
|
—
|
|
Cross currency swap
|
|
$
|
—
|
|
|
$
|
900
|
|
|
$
|
—
|
|
|
$
|
5,330
|
|
|
|
Frequency
|
|
Asset / (Liability)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
|
|
|
(dollars in thousands)
|
||||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
Recurring
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cross currency swaps
|
|
Recurring
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
Recurring
|
|
$
|
1,980
|
|
|
$
|
—
|
|
|
$
|
1,980
|
|
|
$
|
—
|
|
Cross currency swap
|
|
Recurring
|
|
$
|
(2,480
|
)
|
|
$
|
—
|
|
|
$
|
(2,480
|
)
|
|
$
|
—
|
|
|
|
Employee Costs
|
|
Facility Closure and Other Costs
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balances at December 31, 2018
|
|
$
|
4,990
|
|
|
$
|
5,120
|
|
|
$
|
10,110
|
|
Restructuring charges
|
|
960
|
|
|
—
|
|
|
960
|
|
|||
Payments and other(1)
|
|
(4,120
|
)
|
|
(3,010
|
)
|
|
(7,130
|
)
|
|||
Balances at December 31, 2019
|
|
$
|
1,830
|
|
|
$
|
2,110
|
|
|
$
|
3,940
|
|
|
|
Operating Leases
|
||
|
|
(dollars in thousands)
|
||
2020
|
|
$
|
14,140
|
|
2021
|
|
13,180
|
|
|
2022
|
|
11,180
|
|
|
2023
|
|
8,870
|
|
|
2024
|
|
6,740
|
|
|
2025 and thereafter
|
|
22,710
|
|
|
Total lease payments
|
|
76,820
|
|
|
Less imputed interest
|
|
(18,870
|
)
|
|
Present value of lease liabilities
|
|
$
|
57,950
|
|
December 31,
|
|
Minimum Payments
|
||
|
|
(dollars in thousands)
|
||
2019
|
|
$
|
12,380
|
|
2020
|
|
11,350
|
|
|
2021
|
|
10,120
|
|
|
2022
|
|
7,350
|
|
|
2023
|
|
4,350
|
|
|
Thereafter
|
|
12,480
|
|
|
Total
|
|
$
|
58,030
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands, except for per share amounts)
|
||||||
Numerator:
|
|
|
|
|
||||
Net loss from continuing operations
|
|
$
|
(110,010
|
)
|
|
$
|
(219,360
|
)
|
Income from discontinued operations, net of tax
|
|
$
|
189,520
|
|
|
$
|
14,460
|
|
Less: Net loss attributable to noncontrolling interest
|
|
$
|
(1,240
|
)
|
|
$
|
(940
|
)
|
Net income (loss) attributable to Horizon Global
|
|
$
|
80,750
|
|
|
$
|
(203,960
|
)
|
Denominator:
|
|
|
|
|
||||
Weighted average shares outstanding, basic
|
|
25,297,576
|
|
|
25,053,013
|
|
||
Dilutive effect of stock-based awards
|
|
—
|
|
|
—
|
|
||
Weighted average shares outstanding, diluted
|
|
25,297,576
|
|
|
25,053,013
|
|
||
|
|
|
|
|
||||
Basic income (loss) per share attributable to Horizon Global
|
|
|
|
|
||||
Continuing Operations
|
|
$
|
(4.30
|
)
|
|
$
|
(8.72
|
)
|
Discontinued Operations
|
|
$
|
7.49
|
|
|
$
|
0.58
|
|
Total
|
|
$
|
3.19
|
|
|
$
|
(8.14
|
)
|
Diluted income (loss) per share attributable to Horizon Global
|
|
|
|
|
||||
Continuing Operations
|
|
$
|
(4.30
|
)
|
|
$
|
(8.72
|
)
|
Discontinued Operations
|
|
$
|
7.49
|
|
|
$
|
0.58
|
|
Total
|
|
$
|
3.19
|
|
|
$
|
(8.14
|
)
|
|
|
Twelve months ended December 31,
|
||||
|
|
2019
|
|
2018
|
||
Number of options
|
|
54,847
|
|
|
240,647
|
|
Exercise price of options
|
|
$9.20 - $11.29
|
|
|
$9.20 - $11.29
|
|
Restricted stock units
|
|
1,172,228
|
|
|
646,336
|
|
Convertible Notes
|
|
5,005,000
|
|
|
5,005,000
|
|
Convertible Notes warrants
|
|
5,005,000
|
|
|
5,005,000
|
|
Second Lien Term Loan warrants
|
|
4,381,411
|
|
|
—
|
|
|
|
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
|
|
(55,230
|
)
|
|
10.31
|
|
|
—
|
|
|
—
|
|
||
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at December 31, 2019
|
|
37,737
|
|
|
$
|
10.52
|
|
|
5.5
|
|
|
$
|
—
|
|
|
|
Number of Restricted Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2018
|
|
419,928
|
|
|
$
|
9.75
|
|
Granted
|
|
1,950,296
|
|
|
3.59
|
|
|
Vested
|
|
(145,981
|
)
|
|
7.40
|
|
|
Canceled, forfeited
|
|
(831,158
|
)
|
|
4.84
|
|
|
Outstanding at December 31, 2019
|
|
1,393,085
|
|
|
$
|
4.30
|
|
|
|
Derivative Instruments
|
|
Foreign Currency Translation and Other
|
|
Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balances at January 1, 2018, as reported
|
|
$
|
(390
|
)
|
|
$
|
10,400
|
|
|
$
|
10,010
|
|
Impact of ASU 2018-02(c)
|
|
80
|
|
|
480
|
|
|
560
|
|
|||
Balances at January 1, 2018, as restated
|
|
(310
|
)
|
|
10,880
|
|
|
10,570
|
|
|||
Net unrealized gains (losses) arising during the period(a)
|
|
7,440
|
|
|
(5,080
|
)
|
|
2,360
|
|
|||
Less: Net realized gains reclassified to net income(b)
|
|
5,170
|
|
|
—
|
|
|
5,170
|
|
|||
Net current-period change
|
|
2,270
|
|
|
(5,080
|
)
|
|
(2,810
|
)
|
|||
Balances at December 31, 2018
|
|
$
|
1,960
|
|
|
$
|
5,800
|
|
|
$
|
7,760
|
|
Net unrealized gains arising during the period(a)
|
|
820
|
|
|
1,650
|
|
|
2,470
|
|
|||
Less: Net realized gains reclassified to net income(b)
|
|
2,760
|
|
|
—
|
|
|
2,760
|
|
|||
Amounts Reclassified from AOCI(d)
|
|
(20
|
)
|
|
(17,240
|
)
|
|
(17,260
|
)
|
|||
Net current-period change
|
|
(1,960
|
)
|
|
(15,590
|
)
|
|
(17,550
|
)
|
|||
Balances at December 31, 2019
|
|
$
|
—
|
|
|
$
|
(9,790
|
)
|
|
$
|
(9,790
|
)
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Net Sales
|
|
|
|
|
||||
Horizon Americas
|
|
$
|
372,720
|
|
|
$
|
390,750
|
|
Horizon Europe‑Africa
|
|
317,730
|
|
|
323,260
|
|
||
Total
|
|
$
|
690,450
|
|
|
$
|
714,010
|
|
Operating Loss
|
|
|
|
|
||||
Horizon Americas
|
|
$
|
(10,390
|
)
|
|
$
|
(6,840
|
)
|
Horizon Europe‑Africa
|
|
(12,100
|
)
|
|
(148,630
|
)
|
||
Corporate
|
|
(34,680
|
)
|
|
(35,160
|
)
|
||
Total
|
|
$
|
(57,170
|
)
|
|
$
|
(190,630
|
)
|
Capital Expenditures
|
|
|
|
|
||||
Horizon Americas
|
|
$
|
6,590
|
|
|
$
|
6,760
|
|
Horizon Europe‑Africa
|
|
3,080
|
|
|
4,500
|
|
||
Corporate
|
|
50
|
|
|
—
|
|
||
Total
|
|
$
|
9,720
|
|
|
$
|
11,260
|
|
Depreciation and Amortization of Intangible Assets
|
|
|
|
|
||||
Horizon Americas
|
|
$
|
8,670
|
|
|
$
|
8,160
|
|
Horizon Europe‑Africa
|
|
11,720
|
|
|
12,090
|
|
||
Corporate
|
|
1,300
|
|
|
330
|
|
||
Total
|
|
$
|
21,690
|
|
|
$
|
20,580
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Total Assets
|
|
|
|
|
||||
Horizon Americas
|
|
$
|
224,430
|
|
|
$
|
219,680
|
|
Horizon Europe-Africa
|
|
185,810
|
|
|
205,480
|
|
||
Corporate
|
|
10,800
|
|
|
25,320
|
|
||
Subtotal
|
|
421,040
|
|
|
450,480
|
|
||
Net assets held-for-sale
|
|
—
|
|
|
70,870
|
|
||
Total
|
|
$
|
421,040
|
|
|
$
|
521,350
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Net Sales
|
|
|
|
|
||||
Total U.S.
|
|
$
|
362,690
|
|
|
$
|
380,720
|
|
Non-U.S.
|
|
|
|
|
||||
Germany
|
|
209,120
|
|
|
186,430
|
|
||
Other Europe
|
|
95,700
|
|
|
118,590
|
|
||
Africa
|
|
15,940
|
|
|
19,880
|
|
||
Other Americas
|
|
7,000
|
|
|
8,390
|
|
||
Total non-U.S.
|
|
327,760
|
|
|
333,290
|
|
||
Total
|
|
$
|
690,450
|
|
|
$
|
714,010
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Property and equipment, net
|
|
|
|
|
||||
Total U.S.
|
|
$
|
25,650
|
|
|
$
|
26,550
|
|
Non-U.S.
|
|
|
|
|
||||
Germany
|
|
36,480
|
|
|
43,010
|
|
||
United Kingdom
|
|
—
|
|
|
620
|
|
||
Other Europe
|
|
7,780
|
|
|
8,820
|
|
||
Africa
|
|
3,930
|
|
|
5,320
|
|
||
Other Americas
|
|
1,990
|
|
|
2,180
|
|
||
Total non-U.S.
|
|
50,180
|
|
|
59,950
|
|
||
Total
|
|
$
|
75,830
|
|
|
$
|
86,500
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Domestic
|
|
$
|
(91,100
|
)
|
|
$
|
(44,870
|
)
|
Foreign
|
|
(29,730
|
)
|
|
(186,010
|
)
|
||
Loss from continuing operations before income tax
|
|
$
|
(120,830
|
)
|
|
$
|
(230,880
|
)
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Current income tax benefit (expense):
|
|
|
|
|
||||
Federal
|
|
$
|
(1,660
|
)
|
|
$
|
10,070
|
|
State and local
|
|
60
|
|
|
(190
|
)
|
||
Foreign
|
|
5,140
|
|
|
(2,540
|
)
|
||
Total current income tax benefit
|
|
3,540
|
|
|
7,340
|
|
||
Deferred income tax benefit (expense):
|
|
|
|
|
||||
Federal
|
|
140
|
|
|
(1,870
|
)
|
||
State and local
|
|
(290
|
)
|
|
160
|
|
||
Foreign
|
|
7,430
|
|
|
5,890
|
|
||
Total deferred income tax benefit
|
|
7,280
|
|
|
4,180
|
|
||
Income tax benefit
|
|
$
|
10,820
|
|
|
$
|
11,520
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
||||
Receivables, net
|
|
$
|
600
|
|
|
$
|
890
|
|
Inventories
|
|
3,750
|
|
|
3,000
|
|
||
Disallowed interest deduction
|
|
19,210
|
|
|
5,250
|
|
||
Operating lease liabilities
|
|
14,150
|
|
|
—
|
|
||
Accrued liabilities and other long-term liabilities
|
|
7,970
|
|
|
8,270
|
|
||
Tax loss and credit carryforwards
|
|
31,670
|
|
|
21,470
|
|
||
Gross deferred tax asset
|
|
77,350
|
|
|
38,880
|
|
||
Valuation allowances
|
|
(50,370
|
)
|
|
(26,650
|
)
|
||
Net deferred tax asset
|
|
26,980
|
|
|
12,230
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment, net
|
|
(3,190
|
)
|
|
(5,280
|
)
|
||
Other intangibles, net
|
|
(12,790
|
)
|
|
(16,890
|
)
|
||
Operating lease right-of-use assets
|
|
(11,240
|
)
|
|
—
|
|
||
Other
|
|
(3,370
|
)
|
|
(2,020
|
)
|
||
Gross deferred tax liability
|
|
(30,590
|
)
|
|
(24,190
|
)
|
||
Net deferred tax liability
|
|
$
|
(3,610
|
)
|
|
$
|
(11,960
|
)
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
U.S. federal statutory rate
|
|
21
|
%
|
|
21
|
%
|
||
Tax at U.S. federal statutory rate
|
|
$
|
25,370
|
|
|
$
|
48,480
|
|
State and local taxes, net of federal tax benefit
|
|
3,370
|
|
|
1,500
|
|
||
Differences in statutory foreign tax rates
|
|
4,310
|
|
|
13,930
|
|
||
Uncertain tax positions
|
|
6,620
|
|
|
2,680
|
|
||
Withholding taxes
|
|
—
|
|
|
(310
|
)
|
||
Tax credits
|
|
(4,460
|
)
|
|
3,980
|
|
||
Net change in valuation allowance
|
|
(24,970
|
)
|
|
(19,210
|
)
|
||
Transition tax
|
|
(1,740
|
)
|
|
(2,280
|
)
|
||
Goodwill
|
|
—
|
|
|
(36,560
|
)
|
||
Other, net
|
|
2,320
|
|
|
(690
|
)
|
||
Income tax benefit
|
|
$
|
10,820
|
|
|
$
|
11,520
|
|
|
|
Uncertain Tax Positions
|
||
|
|
(dollars in thousands)
|
||
January 1, 2018
|
|
$
|
7,310
|
|
Tax positions related to current year:
|
|
|
||
Additions
|
|
—
|
|
|
Reductions
|
|
—
|
|
|
Tax positions related to prior years:
|
|
|
||
Additions
|
|
270
|
|
|
Reductions
|
|
—
|
|
|
Settlements
|
|
—
|
|
|
Lapses in the statutes of limitations
|
|
(1,580
|
)
|
|
Cumulative translation adjustment
|
|
(340
|
)
|
|
Balance at December 31, 2018
|
|
$
|
5,660
|
|
Tax positions related to current year:
|
|
|
||
Additions
|
|
—
|
|
|
Reductions
|
|
—
|
|
|
Tax positions related to prior years:
|
|
|
|
|
Additions
|
|
20
|
|
|
Reductions
|
|
(4,970
|
)
|
|
Settlements
|
|
—
|
|
|
Lapses in the statutes of limitations
|
|
(400
|
)
|
|
Cumulative translation adjustment
|
|
(100
|
)
|
|
Balance at December 31, 2019
|
|
$
|
210
|
|
|
|
Twelve months ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Loss on sale of business
|
|
$
|
(3,630
|
)
|
|
$
|
—
|
|
Customer pay discounts
|
|
(1,510
|
)
|
|
(1,600
|
)
|
||
Accretion arising from lease recovery
|
|
(130
|
)
|
|
(240
|
)
|
||
Brazil acquisition indemnification asset
|
|
—
|
|
|
(4,300
|
)
|
||
Brink acquisition ticking fee
|
|
—
|
|
|
(5,130
|
)
|
||
Foreign currency gain / (loss)
|
|
50
|
|
|
(870
|
)
|
||
Other
|
|
(170
|
)
|
|
(660
|
)
|
||
Total
|
|
$
|
(5,390
|
)
|
|
$
|
(12,800
|
)
|
2.1(c)*
|
|
2.2(r)
|
|
3.1(q)
|
|
3.2(b)
|
|
4.1(j)
|
|
4.2(j)
|
|
4.3
|
|
4.4(o)
|
|
4.5(o)
|
|
10.1(c)
|
|
10.2(c)
|
|
10.3(c)
|
|
10.4(f)
|
|
10.5(f)
|
|
10.6(i)
|
|
10.7(l)
|
|
10.8(n)
|
|
10.9(c)
|
|
10.10(i)
|
|
10.11(l)
|
10.12(k)*
|
|
10.13(m)
|
|
10.14(n)
|
|
10.15(d)**
|
|
10.16(e)**
|
|
10.17(a)
|
|
10.18(e)**
|
|
10.19(e)**
|
|
10.20(e)**
|
|
10.21(e)**
|
|
10.22(e)**
|
|
10.23(e)**
|
|
10.24(e)**
|
|
10.25(g)**
|
|
10.26(g)**
|
|
10.27(g)**
|
|
10.28(g)**
|
|
10.29(g)**
|
|
10.30(h)**
|
|
10.31(m)**
|
|
10.32(m)**
|
|
10.33(m)**
|
|
10.34(m)**
|
|
10.35(m)**
|
|
10.36(n)**
|
|
10.37(i)
|
10.38(j)
|
|
10.39(j)
|
|
10.40(j)
|
|
10.41(j)
|
|
10.42(j)
|
|
10.43(j)
|
|
10.44(j)
|
|
10.45(j)
|
|
10.46(j)
|
|
10.47(j)
|
|
10.48(j)
|
|
10.49(j)
|
|
10.50(n)
|
|
10.51(h)
|
|
10.52(h)
|
|
10.53(p)
|
|
10.54(p)
|
|
10.55(p)
|
|
10.56(p)
|
|
10.57(p)
|
|
10.58(p)
|
10.59(p)
|
|
10.60(p)
|
|
10.61(p)
|
|
10.62(p)
|
|
10.63(p)
|
|
10.64(p)
|
|
10.65(q)
|
|
10.66(q)
|
|
10.67(q)
|
|
10.68(s)
|
|
10.69(s)
|
|
10.70(s)
|
|
10.71(s)
|
|
10.72(s)
|
|
21.1
|
|
23.1
|
|
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 Exhibits filed with our Registration Statement on Form S-1 filed on March 31, 2015 (Reg. No. 333-203138).
|
(b)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on February 20, 2019 (Reg. No. 001-37427).
|
(c)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on July 6, 2015 (File No. 001-37427).
|
(d)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 11, 2015 (File No. 001-37427).
|
(e)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on November 10, 2015 (File No. 001-37427).
|
(f)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on December 23, 2015 (File No. 001-37427).
|
(g)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on May 3, 2016 (File No. 001-37427).
|
(h)
|
|
Incorporated by reference to Exhibits filed with our Annual Report on Form 10-K filed on March 18, 2019 (File No. 001-37427).
|
(i)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on October 11, 2016 (File No. 001-37427).
|
(j)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on February 1, 2017 (File No. 001-37427).
|
(k)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on April 6, 2017 (File No. 001-37427).
|
(l)
|
|
Incorporated by reference to the Exhibits filed with our Annual Report on Form 10-K filed on March 10, 2017 (File No. 001-37427).
|
(m)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on May 3, 2018 (File No. 001-37427).
|
(n)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 7, 2018 (File No. 001-37427).
|
(o)
|
|
Incorporated by reference to the Exhibits filed with our Current Report on Form 8-K filed on March 18, 2019 (File No. 001-37427).
|
(p)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on May 9, 2019 (File No. 001-37427).
|
(q)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on August 8, 2019 (File No. 001-37427).
|
(r)
|
|
Incorporated by reference to the Exhibit filed with our Current Report on Form 8-K filed on September 25, 2019 (File No. 001-37427).
|
(s)
|
|
Incorporated by reference to the Exhibits filed with our Quarterly Report on Form 10-Q filed on November 12, 2019 (File No. 001-37427).
|
|
|
|
HORIZON GLOBAL CORPORATION
(Registrant)
|
||
|
|
|
|
|
|
|
|
|
BY:
|
|
/s/ TERRENCE G. GOHL
|
DATE:
|
March 16, 2020
|
|
|
|
Name: Terrence G. Gohl
Title: President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ TERRENCE G. GOHL
|
|
President and Chief Executive Officer and Director
|
|
March 16, 2020
|
Terrence G. Gohl
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ MATTHEW J. MEYER
|
|
Chief Accounting Officer
|
|
March 16, 2020
|
Matthew J. Meyer
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JOHN C. KENNEDY
|
|
Chair of the Board of Directors
|
|
March 16, 2020
|
John C. Kennedy
|
|
|
|
|
|
|
|
|
|
/s/ FREDERICK A. HENDERSON
|
|
Director
|
|
March 16, 2020
|
Frederick A. Henderson
|
|
|
|
|
|
|
|
|
|
/s/ RYAN L. LANGDON
|
|
Director
|
|
March 16, 2020
|
Ryan L. Langdon
|
|
|
|
|
|
|
|
|
|
/s/ BRETT N. MILGRIM
|
|
Director
|
|
March 16, 2020
|
Brett N. Milgrim
|
|
|
|
|
|
|
|
|
|
/s/ DEBRA S. OLER
|
|
Director
|
|
March 16, 2020
|
Debra S. Oler
|
|
|
|
|
|
|
|
|
|
/s/ DAVID A. ROBERTS
|
|
Director
|
|
March 16, 2020
|
David A. Roberts
|
|
|
|
|
|
|
|
|
|
/s/ MARK D. WEBER
|
|
Director
|
|
March 16, 2020
|
Mark D. Weber
|
|
|
|
|
|
|
|
|
|
/s/ HARRY J. WILSON
|
|
Director
|
|
March 16, 2020
|
Harry J. Wilson
|
|
|
|
|
|
|
|
|
ADDITIONS
|
|
|
||||||||||||||
DESCRIPTION
|
|
BALANCE
AT
BEGINNING
OF PERIOD
|
|
CHARGED
TO
COSTS AND
EXPENSES
|
|
OTHER(1)
|
|
DEDUCTIONS(2)
|
|
BALANCE
AT END
OF PERIOD
|
||||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2019
|
|
$
|
4,840
|
|
|
$
|
1,540
|
|
|
$
|
(1,450
|
)
|
|
$
|
(1,720
|
)
|
|
$
|
3,210
|
|
Year ended December 31, 2018
|
|
$
|
2,520
|
|
|
$
|
1,140
|
|
|
$
|
1,230
|
|
|
$
|
(50
|
)
|
|
$
|
4,840
|
|
|
|
|
|
ADDITIONS
|
|
|
||||||||||||||
DESCRIPTION
|
|
BALANCE
AT BEGINNING OF PERIOD |
|
CHARGED
TO COSTS AND EXPENSES |
|
OTHER(1)
|
|
DEDUCTIONS
|
|
BALANCE
AT END OF PERIOD |
||||||||||
Reserve for inventory valuation
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2019
|
|
$
|
13,180
|
|
|
$
|
7,640
|
|
|
$
|
(300
|
)
|
|
$
|
(2,540
|
)
|
|
$
|
17,980
|
|
Year ended December 31, 2018
|
|
$
|
11,030
|
|
|
$
|
2,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,180
|
|
|
|
|
|
ADDITIONS
|
|
|
||||||||||||||
DESCRIPTION
|
|
BALANCE
AT BEGINNING OF PERIOD |
|
CHARGED
TO COSTS AND EXPENSES |
|
OTHER(1)
|
|
DEDUCTIONS
|
|
BALANCE
AT END OF PERIOD |
||||||||||
Deferred tax valuation allowance
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2019
|
|
$
|
26,650
|
|
|
$
|
4,040
|
|
|
$
|
19,680
|
|
|
$
|
—
|
|
|
$
|
50,370
|
|
Year ended December 31, 2018
|
|
$
|
10,560
|
|
|
$
|
14,540
|
|
|
$
|
1,550
|
|
|
$
|
—
|
|
|
$
|
26,650
|
|
•
|
adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation;
|
•
|
decrease the market price of the common stock; or
|
•
|
delay, deter or prevent a change in control of the Company.
|
1.
|
I have reviewed this annual report on Form 10-K of Horizon Global Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ TERRENCE G. GOHL
|
|
Terrence G. Gohl
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Horizon Global Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ MATTHEW J. MEYER
|
|
Matthew J. Meyer
Principal Financial Officer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ TERRENCE G. GOHL
|
|
Terrence G. Gohl
Chief Executive Officer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MATTHEW J. MEYER
|
|
Matthew J. Meyer
Principal Financial and Accounting Officer
|