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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
(Mark One)
 
 
x

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
For the Quarterly Period Ended September 30, 2016

or

o

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from                  to                  .
Commission file number 001-37427
HORIZON GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
 
47-3574483
(IRS Employer
Identification No.)
2600 W. Big Beaver Road, Suite 555
Troy, Michigan 48084
(Address of principal executive offices, including zip code)
(248) 593-8820
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    No o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer x
 
Smaller reporting company o
 
 
 
 
(Do not check if a
smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
As of October 28, 2016, the number of outstanding shares of the Registrant's common stock, par value $0.01 per share, was 20,898,726 shares.


Table of Contents

HORIZON GLOBAL CORPORATION
Index
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1

Table of Contents

Forward-Looking Statements
This report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements 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 imposed by the Company's debt instruments; market demand; competitive factors; supply constraints; material and energy costs; technology factors; litigation; government and regulatory actions; the Company's accounting policies; future trends; general economic and currency conditions; various conditions specific to the Company's business and industry; and other risks that are discussed in Item 1A, "Risk Factors" and in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The risks described in our Annual Report and elsewhere in this report 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.
The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We caution readers not to place undo reliance on the statements, which speak only as of the date of this report. 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 of this report or to reflect the occurrence of unanticipated events.
We disclose important factors that could cause our actual results to differ materially from our expectations implied by our forward-looking statements under Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributed to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations, prospects and ability to service our debt.


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PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements
HORIZON GLOBAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)


 
September 30,
2016

December 31,
2015
 
 
(unaudited)
 
 
Assets
 

 

Current assets:
 

 

Cash and cash equivalents
 
$
41,420


$
23,520

Receivables, net of reserves of approximately $2.3 million and $3.0 million as of September 30, 2016 and December 31, 2015, respectively
 
73,380


63,050

Inventories
 
100,780


119,470

Prepaid expenses and other current assets
 
7,740


5,120

Total current assets
 
223,320

 
211,160

Property and equipment, net
 
47,560


45,890

Goodwill
 
5,360


4,410

Other intangibles, net
 
49,970


56,020

Deferred income taxes
 
3,700

 
4,500

Other assets
 
9,960


9,600

Total assets
 
$
339,870

 
$
331,580

Liabilities and Shareholders' Equity
 

 

Current liabilities:
 

 

Current maturities, long-term debt
 
$
11,740


$
10,130

Accounts payable
 
72,310


78,540

Accrued liabilities
 
42,810


39,820

Total current liabilities
 
126,860

 
128,490

Long-term debt
 
178,890


178,610

Deferred income taxes
 
680


2,910

Other long-term liabilities
 
17,440


19,570

Total liabilities
 
323,870

 
329,580

Commitments and contingent liabilities
 

 

Preferred stock, $0.01 par: Authorized 100,000,000 shares;
Issued and outstanding: None
 

 

Common stock, $0.01 par: Authorized 400,000,000 shares;
Issued and outstanding: 18,194,416 shares at September 30, 2016 and 18,131,865 shares at December 31, 2015
 
180

 
180

Paid-in capital
 
3,910

 
1,300

Retained earnings (accumulated deficit)
 
7,940

 
(1,950
)
Accumulated other comprehensive income
 
3,970

 
2,470

Total shareholders' equity
 
16,000

 
2,000

Total liabilities and shareholders' equity
 
$
339,870

 
$
331,580



The accompanying notes are an integral part of these condensed consolidated financial statements.

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HORIZON GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited—dollars in thousands, except for per share amounts)

 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
Net sales
 
$
151,720

 
$
153,340

 
$
465,590

 
$
454,240

Cost of sales
 
(109,210
)
 
(115,580
)
 
(339,760
)
 
(343,430
)
Gross profit
 
42,510

 
37,760

 
125,830

 
110,810

Selling, general and administrative expenses
 
(35,850
)
 
(29,090
)
 
(97,510
)
 
(91,280
)
Impairment of intangible assets
 

 

 
(2,240
)
 

Net loss on dispositions of property and equipment
 
(30
)
 
(60
)
 
(520
)
 
(1,850
)
Operating profit
 
6,630

 
8,610

 
25,560

 
17,680

Other expense, net:
 
 
 
 
 
 
 
 
Interest expense
 
(4,100
)
 
(4,350
)
 
(12,600
)
 
(4,590
)
Other expense, net
 
(1,000
)
 
(1,060
)
 
(2,170
)
 
(3,030
)
Other expense, net
 
(5,100
)
 
(5,410
)
 
(14,770
)
 
(7,620
)
Income before income tax credit (expense)
 
1,530

 
3,200

 
10,790

 
10,060

Income tax credit (expense)
 
(1,160
)
 
3,150

 
(900
)
 
(30
)
Net income
 
$
370

 
$
6,350

 
$
9,890

 
$
10,030

Net income per share:
 
 
 
 
 

 

Basic
 
$
0.02

 
$
0.35

 
$
0.55

 
$
0.55

Diluted
 
$
0.02

 
$
0.35

 
$
0.54

 
$
0.55

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
18,174,509

 
18,098,404

 
18,144,998

 
18,073,836

Diluted
 
18,519,077

 
18,215,209

 
18,333,226

 
18,160,858



The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

HORIZON GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited—dollars in thousands)

 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
Net income
 
$
370

 
$
6,350

 
$
9,890

 
$
10,030

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
Foreign currency translation
 
830

 
(5,350
)
 
1,130

 
(9,440
)
Derivative instruments (Note 8)
 
(30
)
 
(30
)
 
370

 
(210
)
Total other comprehensive income (loss)
 
800

 
(5,380
)
 
1,500

 
(9,650
)
Total comprehensive income
 
$
1,170

 
$
970

 
$
11,390

 
$
380



The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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HORIZON GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited—dollars in thousands)
 
 
Nine months ended
September 30,
 
 
2016
 
2015
Cash Flows from Operating Activities:
 
 
 
 
Net income
 
$
9,890

 
$
10,030

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Net loss on dispositions of property and equipment
 
520

 
1,850

Depreciation
 
7,490

 
7,580

Amortization of intangible assets
 
5,480

 
5,540

Impairment of intangible assets
 
2,240

 

Amortization of original issuance discount and debt issuance costs
 
1,390

 
330

Deferred income taxes
 
(1,500
)
 
(4,620
)
Non-cash compensation expense
 
2,840

 
1,750

Increase in receivables
 
(8,260
)
 
(16,120
)
Decrease in inventories
 
19,920

 
5,330

Increase in prepaid expenses and other assets
 
(1,670
)
 
(1,910
)
Increase (decrease) in accounts payable and accrued liabilities
 
(10,040
)
 
2,860

Other, net
 
(790
)
 
170

Net cash provided by operating activities
 
27,510

 
12,790

Cash Flows from Investing Activities:
 
 
 
 
Capital expenditures
 
(10,090
)
 
(6,400
)
Net proceeds from disposition of property and equipment
 
240

 
1,770

Net cash used for investing activities
 
(9,850
)
 
(4,630
)
Cash Flows from Financing Activities:
 
 
 
 
Proceeds from borrowings on credit facilities
 
37,050

 
100,420

Repayments of borrowings on credit facilities
 
(37,210
)
 
(95,420
)
Proceeds from Term B Loan, net of issuance costs
 

 
192,920

Repayments of borrowings on Term B Loan
 
(7,500
)
 
(2,500
)
Proceeds from ABL Revolving Debt
 
105,230

 
37,900

Repayments of borrowings on ABL Revolving Debt
 
(98,430
)
 
(30,980
)
Proceeds from borrowings on Vendor Financing
 
3,110

 

Repayments of borrowings on Vendor Financing
 
(1,820
)
 

Net transfers from former parent
 

 
27,630

Cash dividend paid to former parent
 

 
(214,500
)
Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations
 
(230
)
 

Net cash provided by financing activities
 
200

 
15,470

Effect of exchange rate changes on cash
 
40

 
(1,220
)
Cash and Cash Equivalents:
 
 
 
 
Increase for the period
 
17,900

 
22,410

At beginning of period
 
23,520

 
5,720

At end of period
 
$
41,420

 
$
28,130

Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest
 
$
11,180

 
$
3,760


The accompanying notes are an integral part of these condensed consolidated financial statements.

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HORIZON GLOBAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Nine Months Ended September 30, 2016
(unaudited—dollars in thousands)

 
 
Common
Stock
 
Paid-in
Capital
 
Retained Earnings (Accumulated Deficit)
 
Accumulated
Other
Comprehensive
Income
 
Total
Balances, December 31, 2015
 
$
180

 
$
1,300

 
$
(1,950
)
 
$
2,470

 
$
2,000

Net income
 

 

 
9,890

 

 
9,890

Other comprehensive income, net of tax
 

 

 

 
1,500

 
1,500

Shares surrendered upon vesting of employees' share based payment awards to cover tax obligations
 

 
(230
)
 

 

 
(230
)
Non-cash compensation expense
 

 
2,840

 

 

 
2,840

Balances, September 30, 2016
 
$
180

 
$
3,910

 
$
7,940

 
$
3,970

 
$
16,000



The accompanying notes are an integral part of these condensed consolidated financial statements.


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Table of Contents

HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. Basis of Presentation
On June 30, 2015, Horizon Global Corporation ("Horizon," "Horizon Global" or the "Company") became an independent company as a result of the distribution by TriMas Corporation ("TriMas" or "former parent") of 100 percent of the outstanding common shares of Horizon Global to TriMas shareholders (the "spin-off"). Each TriMas shareholder of record as of the close of business on June 25, 2015 ("Record Date") received two Horizon Global common shares for every five TriMas common shares held as of the Record Date. The spin-off was completed on June 30, 2015 and was structured to be tax-free to both TriMas and Horizon Global shareholders.
On July 1, 2015, Horizon Global common shares began regular trading on the New York Stock Exchange under the ticker symbol "HZN". Pursuant to the separation and distribution agreement with TriMas, on June 30, 2015, the Company paid a cash dividend to TriMas of $214.5 million.
Horizon qualifies as an "emerging growth company" as defined in the Jumpstart our Business Startups Act of 2012 ("JOBS Act"), and, therefore, will be subject to reduced reporting requirements. The JOBS Act also provides that an "emerging growth company" can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the "Securities Act"), for complying with new or revised accounting standards. However, the Company has chosen to "opt out" of such extended transition period, and, as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not "emerging growth companies." Section 107 of the JOBS Act provides that the Company's decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
Horizon is a global designer, manufacturer and distributor of a wide variety of high quality, custom-engineered towing, trailering, cargo management and other related accessories. These products are designed to support original equipment manufacturers ("OEMs"), original equipment suppliers, aftermarket and retail customers within the agricultural, automotive, construction, horse/livestock, industrial, marine, military, recreational, trailer and utility markets. The Company groups its operating segments into reportable segments by the region in which sales and manufacturing efforts are focused. The Company's reportable segments are Horizon North America and Horizon International. See Note 9, "Segment Information," for further information on each of the Company's reportable segments.
The accompanying condensed consolidated financial statements for periods prior to the spin-off are derived from TriMas' historical accounting records on a carve-out basis. For periods subsequent to the spin-off, the condensed consolidated financial statements are derived from the historical accounting records of Horizon on a stand-alone basis. As such, the condensed consolidated statement of income, condensed consolidated statement of comprehensive income and condensed consolidated statement of cash flows for the nine months ended September 30, 2015 consist of the consolidated results of operations of Horizon on a stand-alone basis for the three months ended September 30, 2015 and the consolidated results of operations of Horizon as historically managed under TriMas, on a carve-out basis, for the six months ended June 30, 2015.
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our interim condensed consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. You should read these financial statements in conjunction with our audited consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2015. It is management's opinion that these financial statements contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. The Company's condensed consolidated financial statements may not be indicative of the Company's future performance and do not necessarily reflect what the results of operations, financial position, and cash flows would have been had it been operated as a stand-alone company during all periods presented.
For periods prior to the separation, the combined financial statements include expense allocations for certain functions provided by our former parent; however, the allocations may not reflect the expenses the Company would have incurred as an independent, publicly traded company for the periods presented. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue or headcount.
The condensed consolidated financial statements also include certain assets and liabilities that have historically been held at the parent corporate level. These assets and liabilities were transferred to the Company as of the date of the spin-off through specific identification and allocation where necessary. Transactions historically treated as intercompany between the Company and our

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Table of Contents

HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

former parent have been included in these condensed consolidated financial statements and were considered effectively settled for cash at the time of the spin-off.
2. New Accounting Pronouncements
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 simplifies several aspects of share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for public entities for fiscal years beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company early adopted this guidance effective June 30, 2016. The Company adopted the provisions related to forfeitures on a modified retrospective basis to record actual forfeitures as they occur, and the impact on our condensed consolidated balance sheet as of December 31, 2015 includes an increase of accumulated deficit of $40 thousand, with a corresponding increase in paid-in capital. The provisions related to income taxes and the statement of cash flows were adopted on a prospective basis and did not have a material impact on the Company's condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", which supersedes the leases requirements in "Leases (Topic 840)." The objective of this update is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The Company is in the process of assessing the impact of the adoption of ASU 2016-02 on its consolidated financial statements.
In July 2015, the FASB issued ASU 2015-11, "Inventory (Topic 330): Simplifying the Measurement of Inventory." This guidance provides that inventory not measured using the last-in, first out ("LIFO") or retail inventory methods should be measured at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory. For public business entities, the amendment is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. Application of the new requirements of ASU 2015-11 is not expected to have a material impact on the Company's consolidated financial position or results of operations.
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." This guidance requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 was originally effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016; however, in August 2015, the FASB approved a one-year deferral of the effective date through the issuance of ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date." In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Gross versus Net)," which provides amendments to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which provides amendments to clarify two aspects of Topic 606: identifying performance obligations; and licensing implementation guidance. The FASB issued ASU 2016-11, "Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting," in May 2016,  which rescinded of several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance related to accounting for shipping and handling fees and costs, freight services and consideration given by a vendor to a customer. Also in May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," which provides amendments to Topic 606, including improvements to guidance on collectability, non-cash consideration, and completed contracts at transition. Furthermore, the ASU 2016-12 amendments include a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other taxes collected from customers. The Company is in the process of assessing the impact of the adoption of the aforementioned ASUs on its consolidated financial statements.

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

3. Facility Closure
Ciudad Juarez, Mexico and El Paso, Texas facilities
In July 2015, the Company announced plans to close its manufacturing facility in Ciudad Juarez, Mexico along with its distribution warehouse in El Paso, Texas. During the second quarter of 2016, the Company vacated the El Paso, Texas and Juarez, Mexico sites. Upon the cease use date of the facilities, the Company recorded an accrual of approximately $2.6 million for estimated future unrecoverable lease obligations, net of estimated sublease recoveries, for the lease agreements expiring in 2019 and 2020, respectively. The corresponding expense consists of $1.9 million recorded as cost of sales and $0.7 million recorded as selling, general and administrative expenses in the accompanying condensed consolidated statement of income. Most of the manufacturing was relocated to the Company's existing facilities in Reynosa, Mexico. The distribution operations moved to a new warehouse facility, also in Reynosa, Mexico.
During the third quarter of 2015, the Company recorded charges, primarily for severance benefits for its approximately 214 hourly workers to be involuntarily terminated. These charges were approximately $0.9 million, of which approximately $0.8 million was included in cost of sales and approximately $0.1 million was included in selling, general and administrative expenses. Also, during the third quarter of 2015, the Company recorded charges, primarily related to severance benefits for approximately 47 salaried employees to be involuntarily terminated as part of the closure of approximately $0.9 million, of which approximately $0.7 million was included in cost of sales and approximately $0.2 million was included in selling, general and administrative expenses. As of September 30, 2016, the hourly and salaried severance benefits have been fully paid.
In addition, the Company incurred pre-tax non-cash charges related to accelerated depreciation expense of less than $0.1 million for the three months ended September 30, 2015, and $0.4 million and less than $0.1 million for the nine months ended September 30, 2016 and 2015, respectively. No expenses were incurred for the three months ended September 30, 2016 related to accelerated depreciation expense as these facilities were completely vacated by the end of the second quarter. These depreciation charges are the result of shortening the expected lives on certain machinery, equipment and leasehold improvement assets that the Company will no longer utilize following the facility closure.
4. Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are summarized as follows:
 
 
Horizon North America
 
Horizon International
 
Total
 
 
(dollars in thousands)
Balance, December 31, 2015
 
$

 
$
4,410

 
$
4,410

Foreign currency translation and other
 

 
950

 
950

Balance, September 30, 2016
 
$

 
$
5,360

 
$
5,360

In May 2016, the Company made a decision to simplify its brand offering in the Horizon North America reportable segment. Based on this decision, the Company no longer expects that the economic benefit of certain indefinite-lived trade names extends beyond the foreseeable future. As a result, during the second quarter of 2016, the Company determined these trade names with an aggregate carrying value of $2.4 million should be assigned finite useful lives. In accordance with ASC 350, "Intangibles - Goodwill and Other," these trade names were first tested for impairment as indefinite-lived intangible assets resulting in non-cash intangible asset impairment charges of $2.2 million. The remaining $0.2 million was reclassified to amortizable intangible assets during the second quarter of 2016, and will be amortized within selling, general and administrative costs over the remainder of the year. The Company incurred approximately $60 thousand and $100 thousand of charges related to the amortization of the remaining carrying value of these intangible assets during the three and nine months ended September 30, 2016.

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The gross carrying amounts and accumulated amortization of the Company's other intangibles as of September 30, 2016 and December 31, 2015 are summarized below. The Company amortizes these assets over periods ranging from three to 25 years, except for impaired trade names which will be amortized over the remainder of the year.
 
 
September 30, 2016
 
December 31, 2015
Intangible Category by Useful Life
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
 
 
(dollars in thousands)
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
   Customer relationships, 5 – 12 years
 
$
33,090

 
$
(27,810
)
 
$
32,550

 
$
(26,880
)
   Customer relationships, 15 – 25 years
 
105,380

 
(82,630
)
 
105,380

 
(78,180
)
Total customer relationships
 
138,470

 
(110,440
)
 
137,930

 
(105,060
)
   Technology and other, 3 – 15 years
 
15,420

 
(14,300
)
 
14,480

 
(14,060
)
   Trademark/Trade names, <1 year
 
150

 
(100
)
 

 

Total finite-lived intangible assets
 
154,040

 
(124,840
)
 
152,410

 
(119,120
)
 Trademark/Trade names, indefinite-lived
 
20,770

 

 
22,730

 

Total other intangible assets
 
$
174,810

 
$
(124,840
)
 
$
175,140

 
$
(119,120
)
Amortization expense related to intangible assets as included in the accompanying condensed consolidated statements of income is summarized as follows:
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(dollars in thousands)
Technology and other, included in cost of sales
 
$
30

 
$
40

 
$
100

 
$
160

Customer relationships & Trademark/Trade names, included in selling, general and administrative expenses
 
1,810

 
1,780

 
5,380

 
5,380

Total amortization expense
 
$
1,840

 
$
1,820

 
$
5,480

 
$
5,540

5. Inventories
Inventories consist of the following components:
 
 
September 30,
2016
 
December 31,
2015
 
 
(dollars in thousands)
Finished goods
 
$
65,830

 
$
83,870

Work in process
 
7,440

 
7,080

Raw materials
 
27,510

 
28,520

Total inventories
 
$
100,780

 
$
119,470


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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

6. Property and Equipment, Net
Property and equipment consists of the following components:
 
 
September 30,
2016
 
December 31,
2015
 
 
(dollars in thousands)
Buildings
 
$
8,170

 
$
8,330

Machinery and equipment
 
103,070

 
95,860

 
 
111,240

 
104,190

Less: Accumulated depreciation
 
63,680

 
58,300

Property and equipment, net
 
$
47,560

 
$
45,890

Depreciation expense included in the accompanying condensed consolidated statements of income is as follows:
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(dollars in thousands)
Depreciation expense, included in cost of sales
 
$
2,060

 
$
2,100

 
$
6,310

 
$
6,360

Depreciation expense, included in selling, general and administrative expense
 
440

 
400

 
1,180

 
1,220

Total depreciation expense
 
$
2,500

 
$
2,500

 
$
7,490

 
$
7,580

7. Long-term Debt
The Company's long-term debt consists of the following:
 
 
September 30,
2016
 
December 31,
2015
 
 
(dollars in thousands)
ABL Facility
 
$
6,800

 
$

Term B Loan
 
182,030

 
188,520

Bank facilities, capital leases and other long-term debt
 
1,800

 
220

 
 
190,630

 
188,740

Less: Current maturities, long-term debt
 
11,740

 
10,130

Long-term debt
 
$
178,890

 
$
178,610

ABL Facility
On December 22, 2015, the Company entered into an amended and restated loan agreement among the Company, Cequent Performance Products, Inc. ("Cequent Performance"), Cequent Consumer Products, Inc. ("Cequent Consumer"), Cequent UK Limited, Cequent Towing Products of Canada Ltd., certain other subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as agent for the lenders (the "ABL Loan Agreement"), under which the lenders party thereto agreed to provide the Company and certain of its subsidiaries with a committed asset-based revolving credit facility (the "ABL Facility") providing for revolving loans up to an aggregate principal amount of $99.0 million.
The ABL Loan Agreement provides for the increase of the U.S. sub-facility from an aggregate principal amount of $85.0 million to up to $94.0 million (subject to availability under a U.S.-specific borrowing base) (the "U.S. Facility"), and the establishment of two new sub-facilities, (i) a Canadian sub-facility, in an aggregate principal amount of up to $2.0 million (subject to availability under a Canadian-specific borrowing base) (the "Canadian Facility") and (ii) a U.K. sub-facility in an aggregate principal amount

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

of up to $3.0 million (subject to availability under a U.K.-specific borrowing base) (the "U.K. Facility"). The ABL Facility also includes a $20.0 million letter of credit sub-facility, which matures on June 30, 2020.
Borrowings under the ABL Facility bear interest, at the Company's election, at either (i) the Base Rate (as defined per the credit agreement, the "Base Rate") plus the Applicable Margin (as defined per the credit agreement "Applicable Margin"), or (ii) the London Interbank Offered Rate ("LIBOR") plus the Applicable Margin.
The Company incurs fees with respect to the ABL Facility, including (i) an unused line fee of 0.25% times the amount by which the revolver commitments exceed the average daily revolver usage during any month, (ii) facility fees equal to the applicable margin in effect for LIBOR revolving loans, as defined per the credit agreement, times the average daily stated amount of letters of credit, (iii) a fronting fee equal to 0.125% per annum on the stated amount of each letter of credit and (iv) customary administrative fees.
All of the indebtedness of the U.S. Facility is and will be guaranteed by the Company's existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. In connection with the ABL Loan Agreement, Cequent Performance and certain other subsidiaries of the Company party to the ABL Loan Agreement entered into a foreign facility guarantee and collateral agreement (the "Foreign Collateral Agreement") in order to secure and guarantee the obligation under the Canadian Facility and the U.K. Facility. Under the Foreign Collateral Agreement, Cequent Performance and the other subsidiaries of the Company party thereto granted a lien on certain of their assets to Bank of America, N.A., as the agent for the lenders and other secured parties under the Canadian Facility and U.K. Facility.
The ABL Loan Agreement contains customary negative covenants, and does not include any financial maintenance covenants other than a springing minimum fixed charge coverage ratio of at least 1.00 to 1.00 on a trailing twelve-month basis, which will be tested only upon the occurrence of an event of default or certain other conditions as specified in the agreement. At September 30, 2016, the Company was in compliance with its financial covenants contained in the ABL Facility.
Debt issuance costs of approximately $2.5 million were incurred in connection with the entry into and amendment of the ABL Facility. These debt issuance costs will be amortized into interest expense over the contractual term of the loan. The Company recognized approximately $0.1 million of amortization of debt issuance costs for the three months ended September 30, 2016 and 2015, respectively and $0.4 million and $0.1 million for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, there were $2.0 million of unamortized debt issuance costs included in other assets in the accompanying condensed consolidated balance sheets.
As of September 30, 2016, there was approximately $6.8 million outstanding under the ABL Facility with a weighted average interest rate of 3.1%. Total letters of credit issued at September 30, 2016 were approximately $11.9 million. The Company had $72.2 million in available funds from the ABL Facility as of September 30, 2016.
Term Loan
On June 30, 2015, the Company entered into a term loan agreement ("Term B Loan") under which the Company borrowed an aggregate of $200.0 million, which matures on June 30, 2021. The Term B Loan permits the Company to request incremental term loan facilities, subject to certain conditions, in an aggregate principal amount, together with the aggregate principal amount of incremental equivalent debt incurred by the Company, of up to $25.0 million, plus an additional amount such that the Company's pro forma first lien net leverage ratio (as defined in the term loan agreement) would not exceed 3.50 to 1.00 as a result of the incurrence thereof.
Borrowings under the Term B Loan bear interest, at the Company's election, at either (i) the Base Rate plus 5.0% per annum, or (ii) LIBOR plus 6.0% per annum. Principal payments required under the Term B Loan are $2.5 million due each calendar quarter beginning September 2015. Commencing with the fiscal year ending December 31, 2016, and for each fiscal year thereafter, the Company will also be required to make prepayments of outstanding amounts under the Term B Loan in an amount up to 50.0% of the Company's excess cash flow for such fiscal year, as defined in the Term B Loan, subject to adjustments based on the Company's leverage ratio and optional prepayments of term loans and certain other indebtedness.
All of the indebtedness under the Term B Loan is and will be guaranteed by the Company's existing and future material domestic subsidiaries and is and will be secured by substantially all of the assets of the Company and such guarantors. The Term B Loan contains customary negative covenants, and also contains a financial maintenance covenant which requires the Company to maintain a net leverage ratio not exceeding, through the fiscal quarter ending September 30, 2016, 5.25 to 1.00; through the fiscal quarter

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

ending September 30, 2017, 5.00 to 1.00; through the fiscal quarter ending September 30, 2018, 4.75 to 1.00; and thereafter, 4.50 to 1.00. At September 30, 2016, the Company was in compliance with its financial covenants as described in the Term B Loan.
Debt issuance costs of approximately $3.2 million were incurred in connection with the Term B Loan, along with the original issue discount of $4.0 million. Both the debt issuance costs and the original issue discount will be amortized into interest expense over the life of the Term B Loan. The Company recognized approximately $0.3 million and $0.2 million of amortization of debt issuance cost and original issue discount during the three months ended September 30, 2016 and 2015, respectively, and $1.0 million and $0.2 million during the nine months ended September 30, 2016 and 2015, respectively, which is included in the accompanying condensed consolidated statements of income. As of September 30, 2016, the Company had an aggregate principal amount of $187.5 million outstanding under the Term B Loan bearing interest at 7.0%, and had $5.5 million of unamortized debt issuance costs and original issue discount, all of which are recorded as a reduction of the debt balance on the Company's condensed consolidated balance sheets.
The Company's Term B Loan traded at approximately 100.5% and 99.0% of par value as of September 30, 2016 and December 31, 2015, respectively. The valuation of the Term B Loan was determined based on Level 2 inputs under the fair value hierarchy.
Bank facilities, capital leases and other long-term debt
In Australia, the Company's subsidiary is party to a revolving debt facility with a borrowing capacity of approximately $3.8 million, which matures on November 30, 2016 subject to interest at a bank-specified rate plus 1.9% and secured by substantially all the assets of the subsidiary. No amounts were outstanding under this agreement as of September 30, 2016 and December 31, 2015.
Other long-term debt consists primarily of a bank credit line that provides liquidity for supplier payments for our Netherlands subsidiary which was entered into during the first quarter of 2016. The line provides total credit of $20.0 million. The total balance outstanding as of September 30, 2016 was $1.3 million, which is included in current maturities, long-term debt on the Company's condensed consolidated balance sheets.
Term B Loan incremental borrowings
On September 19, 2016, the Company entered into the First Amendment to Term B Loan (the "Term Loan Amendment") which amended the Term B Loan to provide for incremental commitments in an aggregate principal amount of $152.0 million (the "Incremental Term Loans"). In connection with the consummation of the acquisition of Westfalia-Automotive Holding GmbH and TeIJs Holding B.V. (collectively, the "Westfalia Group" or "Westfalia"), the Company was extended the Incremental Term Loans on October 3, 2016.
Borrowings under the Incremental Term Loans bear interest, at the Company's election, at either (i) the Base Rate plus 5.0% per annum, or (ii) LIBOR plus 6.0% per annum. Principal payments required under the Incremental Term Loans are $2.0 million due at the end of each calendar quarter beginning December 2016. The Term Loan Amendment modified the commencement date of required prepayments resulting from excess cash flows from December 31, 2016 to December 31, 2017.
Additionally, the Term Loan Amendment modified the financial maintenance covenant such that the Company is required to maintain a net leverage ratio not exceeding: 5.25 to 1.00 through the fiscal quarter ending September 30, 2017; 5.00 to 1.00 through the fiscal quarter ending March 31, 2018; 4.75 to 1.00 through the fiscal quarter ending September 30, 2018; and thereafter, 4.50 to 1.00.
8. Derivative Instruments
Foreign Currency Exchange Rate Risk
As of September 30, 2016, the Company was party to forward contracts to hedge changes in foreign currency exchange rates with notional amounts of approximately $26.5 million. The Company uses foreign currency forward contracts to mitigate the risk associated with fluctuations in currency rates impacting cash flows related to certain payments for contract manufacturing in its lower-cost manufacturing facilities. The foreign currency forward contracts hedge currency exposure between the Mexican peso and the U.S. dollar, the Thai baht and the Australian dollar and the U.S. dollar and the Australian dollar and mature at specified monthly settlement dates through December 2017. At inception, the Company designated the foreign currency forward contracts as cash flow hedges. Upon purchase of certain inventories, the Company de-designates the foreign currency forward contract.
Additionally, during the third quarter of 2016, the Company entered into forward contracts to acquire a total of €125.0 million or $140.5 million, to hedge changes in foreign currency related to the cash portion of the purchase price of the Westfalia acquisition. Refer to Note 15, "Subsequent Events" for additional information. At inception, these forward contracts were not designated as hedging instruments.
Financial Statement Presentation
As of September 30, 2016 and December 31, 2015, the fair value carrying amount of the Company's derivative instruments were recorded as follows:
 
 
 
 
Asset / (Liability) Derivatives
 
 
Balance Sheet Caption
 
September 30,
2016
 
December 31,
2015
 
 
 
 
(dollars in thousands)
Derivatives designated as hedging instruments
 
 
 
 
 
 
Foreign currency forward contracts
 
Prepaid expenses and other current assets
 
$
150

 
$

Foreign currency forward contracts
 
Other assets
 
50

 

Foreign currency forward contracts
 
Accrued liabilities
 
(520
)
 
(800
)
Total derivatives designated as hedging instruments
 
 
 
(320
)
 
(800
)
Derivatives not designated as hedging instruments
 
 
 
 
 
 
Foreign currency forward contracts
 
Prepaid expenses and other current assets
 
460

 
30

Foreign currency forward contracts
 
Accrued liabilities
 
(240
)
 
(190
)
Total derivatives de-designated as hedging instruments
 
 
 
220

 
(160
)
Total derivatives
 
 
 
$
(100
)
 
$
(960
)
The following tables summarize the loss recognized in accumulated other comprehensive income ("AOCI"), the amounts reclassified from AOCI into earnings and the amounts recognized directly into earnings as of and for the three and nine months ended September 30, 2016 and 2015:

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

 
Amount of Gain (Loss) Recognized in
AOCI on Derivatives
(Effective Portion, net of tax)
 
 
 
Amount of Loss Reclassified
from AOCI into Earnings
 
 
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
As of
September 30, 2016
 
As of December 31, 2015
 
Location of Loss Reclassified from AOCI into Earnings (Effective Portion)
 
2016
 
2015
 
2016
 
2015
 
(dollars in thousands)
 
 
 
(dollars in thousands)
Derivatives instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
$
(340
)
 
$
(710
)
 
Cost of sales
 
$
(350
)
 
$
(610
)
 
$
(1,120
)
 
$
(1,060
)
Over the next 12 months, the Company expects to reclassify approximately $0.5 million of pre-tax deferred losses from AOCI to cost of sales as the inventory purchases are settled.
Derivatives not designated as hedging instruments
The gain or loss resulting from the change in fair value on de-designated forward contracts is reported within cost of sales on the Company's condensed consolidated statements of income. The gains on de-designated derivatives amounted to $0.1 million and $0.3 million for the three and nine months ended September 30, 2016, respectively. There were no gains or losses on de-designated derivatives during the three and nine months ended September 30, 2015. Gains or losses resulting from the change in fair value on the forward contracts entered into to hedge changes in foreign currency related to the purchase price of Westfalia are recorded within other expense, net on the Company's condensed consolidated statements of income. The gains on these derivative instruments amounted to $0.5 million for the three and nine months ended September 30, 2016.
During the third quarter of 2016 the Company purchased a currency option to buy €55.0 million at a specified exchange rate in connection with the Westfalia acquisition. Upon entering the agreement the Company paid a premium of approximately $0.9 million. This option was sold in the third quarter for approximately $0.4 million; the resulting loss of $0.5 million is included within other expense, net in the Company's condensed consolidated statements of income for the three and nine months ended September 30, 2016.
Fair Value Measurements
The fair value of the Company's derivatives are estimated using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of the Company's foreign currency forward contracts use observable inputs such as forward currency exchange rates. Fair value measurements and the fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015 are shown below.  
 
 
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)
September 30, 2016
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
 
Recurring
 
$
(100
)
 
$

 
$
(100
)
 
$

December 31, 2015
 
 
 
 
 
 
 
 
 
 
Foreign currency forward contracts
 
Recurring
 
$
(960
)
 
$

 
$
(960
)
 
$

9. Segment Information
In March 2016, the Company realigned its executive management structure and, as a result, the information used by our chief operating decision maker ("CODM") to assess performance and allocate resources changed. Our Brazilian operations, which had previously been included in the Cequent Americas segment, is now managed as part of our former Cequent APEA segment, which has been renamed Horizon International. The remaining businesses within our former Cequent Americas segment have been renamed as Horizon North America. We believe reporting our results in this manner will provide better visibility and understanding into our business and better reflect our operational structure. We have recast prior period amounts to conform to the way we currently manage and monitor segment performance under the new segments.
Horizon North America - A market leader in the design, manufacture and distribution of a wide variety of high-quality, custom engineered towing, trailering and cargo management products and related accessories. These products are designed to support OEMs, original equipment suppliers, aftermarket and retail customers in the agricultural, automotive, construction, industrial, marine, military, recreational vehicle, trailer and utility end markets. Products include brake controllers, cargo management, heavy-duty towing products, jacks and couplers, protection/securing systems, trailer structural and electrical components, tow bars, vehicle roof racks, vehicle trailer hitches and additional accessories.
Horizon International - With a product offering similar to Horizon North America, Horizon International focuses its sales and manufacturing efforts in the Asia Pacific, Europe, Africa and Latin America regions of the world.

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Segment activity is as follows:
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(dollars in thousands)
Net Sales
 
 
 
 
 
 
 
 
Horizon North America
 
$
108,640

 
$
114,480

 
$
344,230

 
$
334,770

Horizon International
 
43,080

 
38,860

 
121,360

 
119,470

Total
 
$
151,720

 
$
153,340

 
$
465,590

 
$
454,240

Operating Profit (Loss)
 
 
 
 
 
 
 
 
Horizon North America
 
$
13,330

 
$
11,220

 
$
36,910

 
$
25,360

Horizon International
 
3,540

 
1,210

 
8,150

 
4,690

Corporate expenses
 
(10,240
)
 
(3,820
)
 
(19,500
)
 
(12,370
)
Total
 
$
6,630

 
$
8,610

 
$
25,560

 
$
17,680

10. Equity Awards
Description of the Plan
Prior to the spin-off, certain employees of Horizon participated in the following TriMas equity incentive plans: the 2011 TriMas Corporation Omnibus Incentive Compensation Plan, the TriMas Corporation 2006 Long Term Equity Incentive Plan and the TriMas Corporation 2002 Long Term Equity Incentive Plan (collectively, the "TriMas Plans") and were eligible to receive TriMas stock-based awards including stock options, restricted share awards and performance-based restricted share units. Effective June 30, 2015, Horizon employees and non-employee directors began participating in the Horizon Global Corporation 2015 Equity and Incentive Compensation Plan (as amended and restated, the "Horizon 2015 Plan").
The Horizon 2015 Plan authorizes the Compensation Committee of the Horizon Board of Directors to grant stock options (including "incentive stock options" as defined in Section 422 of the U.S. Internal Revenue Code), restricted shares, restricted stock units, performance shares, performance units, cash incentive awards, and certain other awards based on or related to our common stock to Horizon employees and non-employee directors. No more than 2.0 million Horizon common shares may be delivered under the Horizon 2015 Plan, with no more than 0.5 million "replacement awards" to former holders of TriMas equity awards under the TriMas Plans.
Stock Options

On March 1, 2016, the Company granted 137,372 stock options to certain key employees, including named executive officers. These stock options have a term of ten years and vest ratably on (i) March 1, 2017, (ii) March 1, 2018 and (iii) March 1, 2019.

The following table provides the significant assumptions used to calculate the grant date fair market value of options granted using the Black-Scholes option pricing method:
 
 
March 1, 2016 Grant
Fair value per option
 
$
3.93

Exercise price
 
$
10.08

Risk-free interest rate
 
1.39
%
Dividend yield
 
0.00
%
Expected stock volatility
 
40.59
%
Expected life (years)
 
5.5



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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The expected term was determined using the simplified method as described in Staff Accounting Bulletin Topic 14: "Share-Based Payment" because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. In the absence of adequate stock price history of Horizon common stock, the expected volatility is based on the historical volatility of a selected group of peer companies' stock. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following table summarizes Horizon stock option activity from December 31, 2015 to September 30, 2016:

 
 
Number of
Stock Options
 
Weighted Average Exercise Price
 
Average  Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2015
 
218,436

 
$
10.57

 

 
 
  Granted
 
137,372

 
10.08

 

 
 
  Exercised
 
(1,397
)
 
11.02

 
 
 
 
  Canceled, forfeited
 

 

 
 
 
 
  Expired
 

 

 
 
 
 
Outstanding at September 30, 2016
 
354,411

 
$
10.38

 
9.1
 
$
3,385,390

As of September 30, 2016, there was $0.6 million in unrecognized compensation cost related to stock options that is expected to be recognized over a weighted-average period of 2.0 years. The Company recognized approximately $0.2 million and $0.1 million of stock-based compensation expense related to stock options during the three months ended September 30, 2016 and 2015, respectively, and approximately $0.6 million and $0.1 million during the nine months ended September 30, 2016 and 2015, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income.
Restricted Shares

In the first nine months of 2016, the Company granted an aggregate of 330,052 restricted stock units and performance stock units to certain key employees and non-employee directors. The total grants consisted of the following:
2,375 time-based restricted stock units that vested on May 1, 2016
152,113 time-based restricted stock units that vest in equal installments on March 1, 2017, March 1, 2018 and March 1, 2019
20,787 time-based restricted stock units that vest on February 1, 2018
40,000 time-based restricted stock units that vest on March 1, 2019
68,559 market-based performance stock units that vest on March 1, 2019
3,968 time-based restricted stock units that vest on March 1, 2018
40,710 time-based restricted stock units that vest on July 1, 2017
1,540 time-based restricted stock units that vest on August 1, 2018
The performance criteria for the market-based performance stock units is based on the Company's total shareholder return ("TSR") relative to the TSR of the common stock of a pre-defined industry peer group, measured over a period beginning January 1, 2016 and ending December 31, 2018. TSR is calculated as the Company's average closing stock price for the 20-trading days at the end of the performance period plus Company dividends, divided by the Company's average closing stock price for the 20-trading days prior to the start of the performance period. Depending on the performance achieved, the amount of shares earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions:

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

risk-free interest rate of 0.96% and annualized volatility of 34.3%. Due to the lack of adequate stock price history of Horizon common stock, the expected volatility is based on the historical volatility of the common stock of the peer group. The grant date fair value of the performance stock units was $16.07.

The grant date fair value of restricted shares is expensed over the vesting period. Restricted share fair values are based on the closing trading price of the Company's common stock on the date of grant. Changes in the number of restricted shares outstanding for the period ended September 30, 2016 were as follows:
 
 
Number of Restricted Shares
 
Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015
 
372,219

 
$
13.11

  Granted
 
330,052

 
11.55

  Vested
 
(129,827
)
 
14.49

  Canceled, forfeited
 
(5,356
)
 
11.46

Outstanding at September 30, 2016
 
567,088

 
$
11.90

As of September 30, 2016, there was $4.1 million in unrecognized compensation costs related to unvested restricted shares that is expected to be recognized over a weighted-average period of 2.0 years.
The Company recognized approximately $0.8 million and $0.4 million of stock-based compensation expense related to restricted shares during the three months ended September 30, 2016 and 2015, respectively, and $2.2 million and $1.7 million for the nine months ended September 30, 2016 and 2015, respectively. Stock-based compensation expense is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income.
11. Earnings per Share
On June 30, 2015, approximately 18.1 million common shares of Horizon Global were distributed to TriMas shareholders in conjunction with the spin-off. For comparative purposes, and to provide a more meaningful calculation for weighted average shares, this amount was assumed to be outstanding as of the beginning of the nine months ended September 30, 2015 presented below in the calculation of basic weighted average shares. Diluted earnings per share are calculated to give effect to stock options and restricted shares outstanding during each period.
The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2016 and 2015:
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(dollars in thousands, except for per share amounts)
Numerator:
 
 
 
 
 
 
 
 
Net income for basic and diluted earnings per share
 
$
370

 
$
6,350

 
$
9,890

 
$
10,030

Denominator:
 
 
 
 
 
 
 
 
Weighted average shares outstanding, basic
 
18,174,509

 
18,098,404

 
18,144,998

 
18,073,836

Dilutive effect of stock-based awards
 
344,568

 
116,805

 
188,228

 
87,022

Weighted average shares outstanding, diluted
 
18,519,077

 
18,215,209

 
18,333,226

 
18,160,858

 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.02

 
$
0.35

 
$
0.55

 
$
0.55

Diluted earnings per share
 
$
0.02

 
$
0.35

 
$
0.54

 
$
0.55


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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

The effect of certain common stock equivalents were excluded from the computation of weighted average diluted shares outstanding for the three and nine months ended September 30, 2016 and 2015, as inclusion would have resulted in antidilution. A summary of these antidilutive common stock equivalents is provided in the table below:
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
 
2016
 
2015
 
2016
 
2015
Number of options
 

 

 
268,331

 

Exercise price of options
 

 

 
$10.08 - $11.02

 

Restricted stock units
 

 

 
53,546

 

12. Employee Benefit Plans
The Company's domestic salaried and hourly employees participate in a defined contribution profit sharing plan sponsored by Horizon. The plan contains both contributory and noncontributory profit sharing arrangements, as defined. Aggregate charges included in the accompanying condensed consolidated statements of income under this plan were approximately $0.5 million and $0.4 million for the three months ended September 30, 2016 and 2015, respectively, and $1.3 million and $1.2 million for the nine months ended September 30, 2016 and 2015, respectively.
13. Other Comprehensive Income
Changes in AOCI by component, net of tax, for the nine months ended September 30, 2016 are summarized as follows:
 
 
 Derivative Instruments
 
Foreign Currency Translation
 
Total
 
 
(dollars in thousands)
Balance, December 31, 2015
 
$
(710
)
 
$
3,180

 
$
2,470

Net unrealized gains (losses) arising during the period (a)
 
(660
)
 
1,130

 
470

Less: Net realized losses reclassified to net income (b)
 
(1,030
)
 

 
(1,030
)
Net current-period change
 
370

 
1,130

 
1,500

Balance, September 30, 2016
 
$
(340
)
 
$
4,310

 
$
3,970

__________________________
(a) Derivative instruments, net of income tax benefit of $0.1 million. See Note 8, "Derivative Instruments," for further details.
(b) Derivative instruments, net of income tax benefit of $0.1 million. See Note 8, "Derivative Instruments," for further details.

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HORIZON GLOBAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)

Changes in AOCI by component, net of tax, for the nine months ended September 30, 2015 are summarized as follows:
 
 
 Derivative Instruments
 
Foreign Currency Translation
 
Total
 
 
(dollars in thousands)
Balance, December 31, 2014
 
$
(70
)
 
$
7,460

 
$
7,390

Net transfer from former parent
 

 
5,230

 
5,230

Net unrealized losses arising during the period (a)
 
(1,570
)
 
(9,440
)
 
(11,010
)
Less: Net realized losses reclassified to net income (b)
 
(1,360
)
 

 
(1,360
)
Net current-period change
 
(210
)
 
(4,210
)
 
(4,420
)
Balance, September 30, 2015
 
$
(280
)
 
$
3,250

 
$
2,970

__________________________
(a) Derivative instruments, net of income tax benefit of $0.3 million. See Note 8, "Derivative Instruments," for further details.
(b) Derivative instruments, net of income tax benefit of $0.3 million. See Note 8, "Derivative Instruments," for further details.
14. Income Taxes
At the end of each interim reporting period, the Company makes an estimate of the annual effective income tax rate. Tax items included in the annual effective income tax rate are pro-rated for the full year and tax items discrete to a specific quarter are included in the effective income tax rate for that quarter. The estimate used in providing for income taxes on a year-to-date basis may change in subsequent interim periods. The Company has experienced pre-tax losses in the U.S. As of September 30, 2016, we believe that it is more likely than not that the U.S. deferred tax assets will be realized. If the U.S. continues to experience losses through 2016, management may determine a valuation allowance against the U.S. deferred tax assets is necessary, which would result in additional tax expense.
The effective income tax rate was 75.8% and 8.3% for the three and nine months ended September 30, 2016. For the three and nine months ended September 30, 2015, the effective income tax rates were (98.4)% and 0.3% , respectively. The higher effective income tax rate in 2016 was driven by the transaction costs associated with the acquisition of the Westfalia Group that are not deductible for U.S. tax purposes, offset by the recognition of the income tax benefits associated with a release of certain unrecognized tax positions.
During the nine months ended September 30, 2016 and 2015, cash paid for domestic taxes was approximately $1.9 million and $2.0 million, respectively. For the six months ended June 30, 2015, domestic taxes were paid by our former parent company. During the nine months ended September 30, 2016 and 2015, the Company paid cash for foreign taxes of $2.2 million and $1.8 million, respectively.
15. Subsequent Events
On October 4, 2016, the Company completed the acquisition of the Westfalia Group for cash consideration of $100.0 million, the issuance of 2,704,310 shares of the Company's common stock; and assumed debt of approximately $47.2 million. The Westfalia Group is the European market leading manufacturer of towbars and related towing products with annual sales of approximately $247.0 million. The cash portion of the acquisition was financed with $152.0 million of incremental borrowings on the Company's Term B loan facility (refer to Note 7, "Long-term Debt" for additional information).
The acquisition of the Westfalia Group will be accounted for as a business combination, and the assets acquired and liabilities assumed will be recognized and measured as of the acquisition date at fair value. The operating results and cash flows of the Westfalia Group will be included in the consolidated financial statements from the date of acquisition. The Company is in the process of preparing the preliminary estimate of the fair value of assets acquired and liabilities assumed, which will be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.


20

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition contains forward-looking statements regarding industry outlook and our expectations regarding the performance of our business. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading "Forward-Looking Statements," at the beginning of this report. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the Company's reports on file with the Securities and Exchange Commission, as well as our Annual Report on Form 10-K for the year ended December 31, 2015 (See Item 1A. Risk Factors).
Separation from TriMas
We became an independent company as a result of the distribution by TriMas of 100 percent of the outstanding common shares of Horizon to TriMas shareholders. Each TriMas shareholder of record as of the close of business on June 25, 2015 received two Horizon common shares for every five TriMas common shares. The spin-off was completed June 30, 2015 and was structured to be tax-free to both TriMas and Horizon shareholders.
Overview
We are a leading designer, manufacturer and distributor of a wide variety of high-quality, custom-engineered towing, trailering, cargo management and other related accessory products on a global basis, serving the automotive aftermarket, retail and original equipment ("OE") channels.
Our business is comprised of two reportable segments: Horizon North America and Horizon International. Horizon North America has historically operated primarily in North America, and we believe has been a leader in towing and trailering-related products sold through retail, aftermarket, OE and e-commerce channels. Horizon International focuses its sales and manufacturing efforts outside of North America, historically operating primarily in Australia, and we believe has been a leader in towing related products sold through the aftermarket and OE channels. We have expanded our footprint into other areas of New Zealand, Thailand, Europe, the United Kingdom, South Africa and Brazil. We are in the early stages of our development in these markets, initially focusing primarily on supporting OE customers.
Our products are used in two primary categories across the world: commercial applications, or Work, and recreational activities, or Play. Some of the markets in our Work category include agricultural, automotive, construction, fleet, industrial, marine, military, mining and municipalities. Some of the markets in our Play category include equestrian, power sports, recreational vehicle, specialty automotive, truck accessory and other specialty towing applications.
Key Factors and Risks Affecting Our Reported Results.  Our products are sold into a diverse set of end-markets; the primary applications relate to automotive accessories for light and recreational vehicles. Purchases of automotive accessory parts are discretionary and we believe demand is driven by macro-economic factors including, (i) employment trends, (ii) consumer sentiment, and (iii) fuel prices, among others. We believe all of these metrics impact both our Work and Play-related sales. In addition, we believe the Play-related sales are more sensitive to changes in these indices, given the Play-related sales tend to be more directly related to disposable income levels. In general, recent decreases in unemployment and fuel prices, coupled with increases in consumer sentiment, are positive trends for our businesses.
Critical factors affecting our ability to succeed include: our ability to realize the expected economic benefits of structural realignment of manufacturing facilities and business units; our ability to quickly and cost-effectively introduce new products; our ability to acquire and integrate companies or products that supplement existing product lines, add new distribution channels and expand our geographic coverage; our ability to manage our cost structure more efficiently via supply base management, internal sourcing and/or purchasing of materials, selective outsourcing and/or purchasing of support functions, working capital management, and leverage of our administrative functions. If we are unable to do any of the foregoing successfully, our financial condition and results of operations could be materially and adversely impacted.
We experience some seasonality in our business. Sales of towing and trailering products in the northern hemisphere, where we generate the majority of our sales, are generally stronger in the second and third calendar quarters, as trailer OEs, distributors and retailers acquire product for the spring and summer selling seasons. Our growing businesses in the southern hemisphere are stronger in the first and fourth calendar quarters. We do not consider order backlog to be a material factor in our businesses.
We are sensitive to price movements in our raw materials supply base. Our largest material purchases are for steel, copper, and aluminum. We also consume a significant amount of energy via utilities in our facilities. Historically, when we have experienced increasing costs of steel, we have successfully worked with our suppliers to manage cost pressures and disruptions in supply. Price increases used to offset inflation or a disruption of supply in core materials have generally been successful, although sometimes delayed. Increases in price for these purposes represent a risk in execution.

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We report shipping and handling expenses associated with our Horizon North America reportable segment's distribution network as an element of selling, general and administrative expenses in our condensed consolidated statements of income. As such, gross margins for the Horizon North America reportable segment may not be comparable to those of our Horizon International segment, which primarily rely on third-party distributors, for which all costs are included in cost of sales.
Segment Information and Supplemental Analysis
The following table summarizes financial information for our reportable segments for the three months ended September 30, 2016 and 2015:
 
 
Three months ended September 30,
 
 
2016
 
As a Percentage
of Net Sales
 
2015
 
As a Percentage
of Net Sales
 
 
(dollars in thousands)
Net Sales
 
 
 
 
 
 
 
 
Horizon North America
 
$
108,640

 
71.6
 %
 
$
114,480

 
74.7
%
Horizon International
 
43,080

 
28.4
 %
 
38,860

 
25.3
%
Total
 
$
151,720

 
100.0
 %
 
$
153,340

 
100.0
%
Gross Profit
 
 
 
 
 
 
 
 
Horizon North America
 
$
33,440

 
30.8
 %
 
$
31,130

 
27.2
%
Horizon International
 
9,070

 
21.1
 %
 
6,630

 
17.1
%
Total
 
$
42,510

 
28.0
 %
 
$
37,760

 
24.6
%
Selling, General and Administrative Expenses
 
 
 
 
 
 
 
 
Horizon North America
 
$
20,100

 
18.5
 %
 
$
19,850

 
17.3
%
Horizon International
 
5,510

 
12.8
 %
 
5,420

 
13.9
%
Corporate expenses
 
10,240

 
N/A

 
3,820

 
N/A

Total
 
$
35,850

 
23.6
 %
 
$
29,090

 
19.0
%
Net Gain (Loss) on Disposition of Property and Equipment
 
 
 
 
 
 
 
 
Horizon North America
 
$

 
 %
 
$
(130
)
 
(0.1
%)
Horizon International
 
(30
)
 
(0.1
)%
 
70

 
0.2
%
Total
 
$
(30
)
 
 %
 
$
(60
)
 
%
Operating Profit (Loss)
 
 
 
 
 
 
 
 
Horizon North America
 
$
13,330

 
12.3
 %
 
$
11,220

 
9.8
%
Horizon International
 
3,540

 
8.2
 %
 
1,210

 
3.1
%
Corporate expenses
 
(10,240
)
 
N/A

 
(3,820
)
 
N/A

Total
 
$
6,630

 
4.4
 %
 
$
8,610

 
5.6
%
Depreciation and Amortization
 
 
 
 
 
 
 
 
Horizon North America
 
$
2,780

 
2.6
 %
 
$
2,620

 
2.3
%
Horizon International
 
1,540

 
3.6
 %
 
1,640

 
4.2
%
Corporate expenses
 
20

 
N/A

 
60

 
N/A

Total
 
$
4,340

 
2.9
 %
 
$
4,320

 
2.8
%

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The following table summarizes financial information for our reportable segments for the nine months ended September 30, 2016 and 2015:
 
 
Nine months ended September 30,
 
 
2016
 
As a Percentage
of Net Sales
 
2015
 
As a Percentage
of Net Sales
 
 
(dollars in thousands)
Net Sales
 
 
 
 
 
 
 
 
Horizon North America
 
$
344,230

 
73.9
 %
 
$
334,770

 
73.7
%
Horizon International
 
121,360

 
26.1
 %
 
119,470

 
26.3
%
Total
 
$
465,590

 
100.0
 %
 
$
454,240

 
100.0
%
Gross Profit
 
 
 
 
 
 
 
 
Horizon North America
 
$
102,040

 
29.6
 %
 
$
89,650

 
26.8
%
Horizon International
 
23,790

 
19.6
 %
 
21,160

 
17.7
%
Total
 
$
125,830

 
27.0
 %
 
$
110,810

 
24.4
%
Selling, General and Administrative Expenses
 
 
 
 
 
 
 
 
Horizon North America
 
$
62,640

 
18.2
 %
 
$
62,400

 
18.6
%
Horizon International
 
15,370

 
12.7
 %
 
16,510

 
13.8
%
Corporate expenses
 
19,500

 
N/A

 
12,370

 
N/A

Total
 
$
97,510

 
20.9
 %
 
$
91,280

 
20.1
%
Net Gain (Loss) on Disposition of Property and Equipment
 
 
 
 
 
 
 
 
Horizon North America
 
$
(250
)
 
(0.1
)%
 
$
(1,880
)
 
(0.6
%)
Horizon International
 
(270
)
 
(0.2
)%
 
30

 
%
Total
 
$
(520
)
 
(0.1
)%
 
$
(1,850
)
 
(0.4
%)
Operating Profit (Loss)
 
 
 
 
 
 
 
 
Horizon North America
 
$
36,910

 
10.7
 %
 
$
25,360

 
7.6
%
Horizon International
 
8,150

 
6.7
 %
 
4,690

 
3.9
%
Corporate expenses
 
(19,500
)
 
N/A

 
(12,370
)
 
N/A

Total
 
$
25,560

 
5.5
 %
 
$
17,680

 
3.9
%
Depreciation and Amortization
 
 
 
 
 
 
 
 
Horizon North America
 
$
8,260

 
2.4
 %
 
$
7,810

 
2.3
%
Horizon International
 
4,680

 
3.9
 %
 
5,230

 
4.4
%
Corporate expenses
 
30

 
N/A

 
80

 
N/A

Total
 
$
12,970

 
2.8
 %
 
$
13,120

 
2.9
%
Results of Operations
The principal factors impacting us during the three months ended September 30, 2016, compared with the three months ended September 30, 2015, were:
transaction costs related to the acquisition of the Westfalia Group;
normalized customer ordering patterns within our aftermarket channel compared to a year ago, as the timing of sales within the aftermarket channel was affected by distributor consolidation and discontinued incentives in the second quarter of 2015 that pushed sales into the third quarter; and
the realization of previously implemented cost savings and productivity initiatives.

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Three Months Ended September 30, 2016 Compared with Three Months Ended September 30, 2015
Overall, net sales decreased approximately $1.6 million, or 1.1%, to $151.7 million in the three months ended September 30, 2016, as compared with $153.3 million in the three months ended September 30, 2015. During the third quarter of 2016, net sales within our Horizon North America reportable segment decreased $5.9 million as increases in our automotive OE and e-commerce channels were more than offset by declines in our aftermarket, retail and industrial channels. In our Horizon International reportable segment, net sales increased $4.2 million driven by increases in our automotive OE channel in Thailand, Australia and South Africa.
Gross profit margin (gross profit as a percentage of net sales) approximated 28.0% and 24.6% for the three months ended September 30, 2016 and 2015, respectively. Gross profit margin improved in both our Horizon North America and Horizon International reportable segments. Horizon North America improved as a result of lower commodity and input costs and lower costs associated with consolidating our manufacturing facilities compared to the third quarter of 2015. Gross profit margin in our Horizon International reportable segment increased primarily due to higher sales volumes, favorable customer and product sales mix, and realization of cost savings and productivity initiatives.
Operating profit margin (operating profit as a percentage of net sales) approximated 4.4% and 5.6% in the three months ended September 30, 2016 and 2015, respectively. Operating profit decreased approximately $2.0 million, or 23.2%, to $6.6 million in the three months ended September 30, 2016, from $8.6 million in the three months ended September 30, 2015, primarily due to costs related to the acquisition of the Westfalia Group. These negative impacts were partially offset by a decline in input costs and costs associated with restructuring initiatives compared to the third quarter of 2015, both within our Horizon North America segment. Further offsetting these negative impacts were higher sales volumes and favorable customer and product sales mix in our Horizon International segment.
Interest expense decreased approximately $0.3 million, to $4.1 million, in the three months ended September 30, 2016, as compared to $4.4 million in the three months ended September 30, 2015. The decrease is a result of lower balances on the Term B Loan due to amortization payments and a decrease in the utilization of our revolving credit facilities.
Other expense, net remained flat at $1.0 million in the three months ended September 30, 2016 compared to $1.1 million for the three months ended September 30, 2015.
The effective income tax rate for the three months ended September 30, 2016 and 2015 was 75.8% and (98.4)%, respectively. The higher effective tax rate for the three months ended September 30, 2016 is primarily due to incurrence of transaction costs associated with the Westfalia Group acquisition that were not deductible. The tax benefit for the three months ended September 30, 2015 was primarily due to the reversal of $3.3 million in unrecognized tax contingencies, as a result of the expiration of the statute of limitations.
Net income decreased by approximately $6.0 million, to $0.4 million in the three months ended September 30, 2016, compared to $6.4 million in the three months ended September 30, 2015. The decrease was primarily the result of a $2.0 million decrease in operating profit driven by Westfalia-related transaction costs and an income tax expense of $1.2 million in the third quarter of 2016 compared to an income tax benefit of $3.2 million in the third quarter of 2015.
See below for a discussion of operating results by segment.
Horizon North America.    Net sales decreased approximately $5.9 million, or 5.2%, to $108.6 million in the three months ended September 30, 2016, as compared to $114.5 million in the three months ended September 30, 2015. Net sales growth within automotive OE and e-commerce were offset by declines in aftermarket, retail, and industrial channels. Net sales within our automotive OE channel increased approximately $2.1 million, primarily driven by growth in the towing and heavy duty towing categories with global automobile manufacturers. E-commerce increased by approximately $2.1 million, primarily due to growth with existing customers and promotional activities. Our aftermarket channel decreased by approximately $5.6 million, primarily due to strong customer inventory replenishment activities in the third quarter of 2015 following the elimination of certain promotional incentives in Q2 2015 that were not repeated. Net sales within our retail channel decreased approximately $2.9 million, primarily due to a slowdown with our agricultural and automotive retail customers and product roll-outs of towing products at home hardware centers in the third quarter of 2015 that did not reoccur in 2016, partially offset by growth in the towing and broom and brush category during the quarter. Industrial declined approximately $1.6 million, primarily due to lower demand from our OE and warehouse distributor customers servicing energy and agricultural end markets.
Horizon North America's gross profit increased approximately $2.3 million to $33.4 million, or 30.8% of net sales, in the three months ended September 30, 2016, from approximately $31.1 million, or 27.2% of net sales, in the three months ended September 30, 2015, due to margin improvement. Gross profit margin was positively impacted in the third quarter of 2016 by favorable commodity prices, lower labor input costs in our Mexican facilities as a result of a strengthened U.S. dollar in relation to the

24

Table of Contents

Mexican peso, and lower freight costs. Also contributing to the increase in gross profit margin was approximately $1.5 million of lower costs associated with the consolidation of our manufacturing facilities compared to the third quarter of 2015.
Selling, general and administrative expenses increased approximately $0.2 million to $20.1 million, or 18.5% of net sales, in the three months ended September 30, 2016, as compared to $19.9 million, or 17.3% of net sales, in the three months ended September 30, 2015. Selling, general and administrative expenses remained relatively flat year-over-year as increases in people costs of $0.7 million related to marketing and product design in support of growth initiatives within our e-commerce and retail channels, as well as $0.3 million related to the implementation of a new ERP system were offset by approximately $1.0 million of lower costs associated with combining our Cequent Consumer Products and Cequent Performance Products businesses.
Horizon North America's operating profit increased approximately $2.1 million to $13.3 million, or 12.3% of net sales, in the three months ended September 30, 2016, as compared to $11.2 million, or 9.8% of net sales, in the three months ended September 30, 2015, due to margin improvement. Operating profit margin increased primarily due to favorable commodity prices and labor costs as a result of a stronger U.S. dollar relative to the Mexican peso, and lower freight costs. Also contributing to the improved operating profit was the impact of approximately $2.5 million of lower costs associated with restructuring initiatives compared to 2015.
Horizon International.    Net sales increased approximately $4.2 million, or 10.9%, to $43.1 million in the three months ended September 30, 2016, compared to $38.9 million in the three months ended September 30, 2015. The increase in net sales was driven by increased volume with existing automotive OE customers in Thailand, Australia and South Africa resulting from new program awards and growth within existing programs.
Horizon International's gross profit increased approximately $2.5 million to $9.1 million, or 21.1% of net sales, in the three months ended September 30, 2016, from approximately $6.6 million, or 17.1% of net sales, in the three months ended September 30, 2015. Gross profit was positively impacted by higher sales volumes in Thailand, Australia and South Africa as discussed above. Improving gross profit margin was a favorable customer and product sales mix within the automotive OE channel, as well as cost savings and productivity initiatives realized in our Australian business.
Selling, general and administrative expenses increased approximately $0.1 million to $5.5 million, or 12.8% of net sales, in the three months ended September 30, 2016, as compared to $5.4 million, or 13.9% of net sales, in the three months ended September 30, 2015. The decline in selling, general and administrative expenses as a percentage of sales was driven by a reduction in promotional costs within our Australian business.
Horizon International's operating profit increased approximately $2.3 million to $3.5 million, or 8.2% of net sales, in the three months ended September 30, 2016, as compared to $1.2 million, or 3.1% of net sales, in the three months ended September 30, 2015, primarily due to higher sales volumes in Thailand, Australia and South Africa, improved product and customer sales mix and cost savings and productivity initiatives realized in 2016 in our Australian business.
Corporate Expenses.   Corporate expenses included in operating profit increased approximately $6.4 million to $10.2 million in the three months ended September 30, 2016, as compared to $3.8 million in the three months ended September 30, 2015. The increase in 2016 primarily relates to $4.6 million of costs incurred related to the acquisition of the Westfalia Group, as well as increased corporate costs related to costs required to operate as a standalone public Company.
Nine Months Ended September 30, 2016 Compared with Nine Months Ended September 30, 2015
Overall, net sales increased approximately $11.4 million, or approximately 2.5%, to $465.6 million for the nine months ended September 30, 2016, as compared with $454.2 million in the nine months ended September 30, 2015. During the first nine months of 2016, net sales in our Horizon North America reportable segment increased $9.5 million driven by increases in our automotive OE and E-commerce channels, which were partially offset by a decline within our aftermarket, retail and industrial channels. Net sales in our Horizon International reportable segment increased $1.9 million driven by increases in our automotive OE channel in Australia, Germany and South Africa, which were partially offset primarily by the effect of unfavorable currency exchange.
Gross profit margin (gross profit as a percentage of sales) approximated 27.0% and 24.4% for the nine months ended September 30, 2016 and 2015, respectively. Gross profit margin improved in both our Horizon North America and Horizon International reportable segments. Horizon North America improved as a result of higher sales volumes, favorable product sales mix and lower commodity and input costs, which were partially offset by costs associated with consolidating our manufacturing facilities. Gross profit margin in our Horizon International reportable segment increased primarily due to higher sales volumes, productivity initiatives and decreased costs associated with a plant closing in 2015 that did not reoccur in 2016, which were partially offset by unfavorable currency exchange.
Operating profit margin (operating profit as a percentage of sales) approximated 5.5% and 3.9% for the nine months ended September 30, 2016 and 2015, respectively. Operating profit increased approximately $7.9 million, or 44.6%, to $25.6 million

25

Table of Contents

for the nine months ended September 30, 2016, compared to $17.7 million for the nine months ended September 30, 2015, primarily due to increased sales levels within both reportable segments. Further improving operating profit in our Horizon North America reportable segment was a favorable product sales mix and lower input costs in our Mexican manufacturing facilities, which were partially offset by costs associated with the consolidation of our manufacturing facilities and incremental expense related to the impairment of intangible assets and disposal of property and equipment in 2016. Higher corporate expenses driven by costs related to the Westfalia Group acquisition and increased costs to operate as a standalone public company negatively impacted operating profit in 2016.
Interest expense increased approximately $8.0 million, to $12.6 million, for the nine months ended September 30, 2016, as compared to $4.6 million for the nine months ended September 30, 2015. As we became a public company, we incurred debt in the form of a Term B Loan and ABL Facility. The increase in expense in 2016 is due to these instruments being outstanding for nine months compared to only three months in 2015.
Other expense, net decreased approximately $0.9 million, to $2.2 million for the nine months ended September 30, 2016, compared to $3.0 million for the nine months ended September 30, 2015, primarily driven by lower foreign currency transaction losses as the U.S. dollar stabilized in relation to the foreign currencies in which we operate.
The effective income tax rates for the nine months ended September 30, 2016 and 2015 were 8.3% and 0.3%, respectively. The higher effective tax rate for the nine month period ended September 30, 2016 is primarily driven by incurring non-deductible transaction costs related to the Westfalia Group acquisition in the third quarter, which were partially offset by the recognition of income tax benefits associated with the release of certain unrecognized tax positions. The lower rate in 2015 was due to the recognition of a $3.3 million tax benefit due to the release of an unrecognized tax contingency due to the expiration of the statute of limitations, which was offset by $2.9 million of tax charges for spin-off related transaction costs. Additionally, the overall effective tax rate for 2015 was reduced by the recognition of benefits associated with losses in certain jurisdictions with higher statutory tax rates.
Net income decreased by approximately $0.1 million, to $9.9 million for the nine months ended September 30, 2016, compared to $10.0 million for the nine months ended September 30, 2015. The decrease was primarily the result of a $8.0 million increase in interest expense which was partially offset by a $7.9 million increase in operating profit.
See below for a discussion of operating results by segment.
Horizon North America.    Net sales increased approximately $9.4 million, or 2.8%, to $344.2 million in the nine months ended September 30, 2016, as compared to $334.8 million in the nine months ended September 30, 2015. Net sales in our automotive OE channel increased approximately $12.4 million, driven by new program awards and continued growth with global automotive manufacturers. E-commerce increased by approximately $6.6 million, due to increased promotional activity at a major Internet retailer and increased demand from automotive Internet retailers. These increases were partially offset by decreases within our aftermarket, retail and industrial channels. Net sales within our aftermarket channel decreased by approximately $4.5 million, primarily due to strong customer inventory replenishment activities in the third quarter of 2015 following the elimination of certain promotional incentives that were not repeated. Net sales in our retail channel decreased approximately $1.4 million driven by a slowdown in our agricultural and automotive retail channels and product roll-outs of towing products at home hardware in the third quarter of 2015 that did not reoccur in 2016, partially offset by growth with our mass merchant retail customers. Net sales in our industrial channel decreased approximately $4.0 million, primarily due to lower demand from our OE and warehouse distributor customers servicing energy and agricultural end markets.
Horizon North America's gross profit increased approximately $12.3 million to $102.0 million, or 29.6% of sales, in the nine months ended September 30, 2016, as compared to $89.7 million, or 26.8% of sales, in the nine months ended September 30, 2015, due to margin improvement and higher sales levels. Gross profit margin was positively impacted due to a favorable product sales mix, as sales of our higher margin brake controllers and heavy duty towing products increased year-over-year. Further improving gross profit margin in 2016 were favorable commodity prices, lower labor input costs in our Mexican facilities as a result of a strengthened U.S. dollar in relation to the Mexican peso, and lower freight costs as we benefited from efforts to localize supply chain near our manufacturing facility. Partially offsetting these increases in gross profit margin was approximately $1.6 million of higher costs associated with the consolidation of our manufacturing facilities.
Selling, general and administrative expenses increased approximately $0.2 million to $62.6 million, or 18.2% of sales, in the nine months ended September 30, 2016, as compared to $62.4 million, or 18.6% of sales, in the nine months ended September 30, 2015. Selling, general and administrative costs remained relatively flat year-over-year as increases in people costs of $2.2 million primarily related to marketing and product design in support of growth initiatives within our e-commerce and retail channels, as well as, $0.5 million related to the implementation of a new ERP system were offset by approximately $1.8 million of lower costs associated with combining our Cequent Consumer Products and Cequent Performance Products businesses, as well as, $1.2 million lower legal expenses from normal course claims.

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Horizon North Americas' operating profit increased approximately $11.5 million to $36.9 million, or 10.7% of sales, in the nine months ended September 30, 2016, as compared to $25.4 million, or 7.6% of net sales, in the nine months ended September 30, 2015. Operating profit margin increased primarily due to favorable product sales mix and lower manufacturing input costs. Further improving operating profit was $3.4 million lower restructuring-related costs. These effects were partially offset by $0.6 million of incremental expense related to the impairment of intangible assets and the disposal of property and equipment compared to the second quarter of 2015.
Horizon International.    Net sales increased approximately $1.9 million, or 1.6%, to $121.4 million in the nine months ended September 30, 2016, as compared to $119.5 million in the nine months ended September 30, 2015. Net sales were negatively impacted by approximately $5.9 million of unfavorable currency exchange. Net sales increased approximately $10.1 million in Australia, Germany and South Africa driven by increased volume and new program awards with existing automotive OE customers. These increases were offset by a decrease of approximately $1.0 million in the United Kingdom as a result of a strategic decision to discontinue a distribution partnership due to commercial issues and $0.7 million in Thailand due to the conclusion of an automotive OE program.
Horizon International's gross profit increased approximately $2.6 million to $23.8 million, or 19.6% of sales, in the nine months ended September 30, 2016, from approximately $21.2 million, or 17.7% of sales, in the nine months ended September 30, 2015. The improvement in gross profit year-over-year was driven by the higher sales volumes in our Australia, Germany and South Africa businesses, cost savings and productivity initiatives in Australia, as well as $0.8 million in costs related to closing our plant in Finland in 2015 that did not reoccur in 2016. Gross profit was negatively impacted by approximately $1.0 million of unfavorable foreign currency exchange.
Selling, general and administrative expenses decreased approximately $1.1 million to $15.4 million, or 12.7% of sales, in the nine months ended September 30, 2016, as compared to $16.5 million, or 13.8% of sales, in the nine months ended September 30, 2015. Selling, general and administrative remained relatively consistent in local currencies during the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015, with the decrease year-over-year due primarily to $0.9 million favorable impact of foreign currency exchange.
Horizon International's operating profit increased approximately $3.5 million to approximately $8.2 million, or 6.7% of sales, in the nine months ended September 30, 2016, as compared to $4.7 million, or 3.9% of net sales, in the nine months ended September 30, 2015, primarily due to higher sales volumes as discussed above, as well as plant closure costs in Finland in 2015 that did not reoccur in 2016.
Corporate Expenses.  Corporate expenses increased approximately $7.1 million to $19.5 million for the nine months ended September 30, 2016, from $12.4 million for the nine months ended September 30, 2015. The increase between years is primarily attributed to expenses related to the acquisition of the Westfalia Group and increased expenses related to operating as a standalone public company. For the first six months of 2015, the condensed consolidated financial statements include expense allocations, related to the spin-off, for certain functions provided by our former parent, however, the allocations may not be comparable to the corporate expenses we incurred as a stand-alone company. Corporate expenses included in operating profit in the accompanying condensed consolidated financial statements include amounts that were allocated to us on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue or headcount.
Liquidity and Capital Resources
Our capital and working capital requirements are funded through a combination of cash flows from operations, cash on hand and borrowings under our ABL Facility. We utilize intercompany loans and equity contributions to fund our worldwide operations. As of September 30, 2016 and December 31, 2015, there was $13.7 million and $10.5 million, respectively, of cash held at foreign subsidiaries. There may be country specific regulations that may restrict or result in increased costs in the repatriation of these funds. See Note 7, “Long-term Debt” included in Part I, Item 1, "Notes to Condensed Consolidated Financial Statements," within this quarterly report on Form 10-Q.
Based on our current and anticipated levels of operations and the condition in our markets and industry, we believe that our cash on hand, cash flow from operations and availability under our ABL Facility will enable us to meet our working capital, capital expenditures, debt service and other funding requirements. However, our ability to fund our working capital needs, debt payments and other obligations, and to comply with financial covenants, including borrowing base limitations under our ABL Facility, depends on our future operating performance and cash flow and many factors outside of our control, including the costs of raw materials, the state of the automotive accessories market and financial and economic conditions and other factors. Any future acquisitions, joint ventures or other similar transactions will likely require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms, if at all.

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Cash Flows - Operating Activities
Net cash provided by operating activities were approximately $27.5 million during nine months ended September 30, 2016 compared to approximately $12.8 million during the nine months ended September 30, 2015. During the nine months ended September 30, 2016, the Company generated $27.6 million in cash flows, based on the reported net income of $9.9 million and after considering the effects of non-cash items related to losses on dispositions of property and equipment, depreciation, amortization, intangible asset impairment, stock compensation, changes in deferred income taxes, amortization of original issue discount and debt issuance costs, and other, net. During the nine months ended September 30, 2015, the Company generated $22.6 million based on the reported net income of $10.0 million and after considering the effects of similar non-cash items.
Changes in operating assets and liabilities used approximately $0.1 million and $9.8 million of cash during the nine months ended September 30, 2016 and 2015, respectively. Increases in accounts receivable resulted in a use of cash of $8.3 million and $16.1 million during the nine months ended September 30, 2016 and 2015, respectively. The increases in accounts receivable for both periods is a result of higher sales activity during the third quarter compared to the fourth quarter due to seasonality.
Changes in inventory resulted in a source of cash of approximately $19.9 million during the nine months ended September 30, 2016 and approximately $5.3 million during the nine months ended September 30, 2015. The decrease in inventory for both periods is a result of the seasonality of our business. The larger decline in 2016 is a result of improved inventory management and the reduction of safety stock held at December 31, 2015 to support the transition out of the Juarez and El Paso facilities.
Changes in accounts payable and accrued liabilities resulted in a source of cash of approximately $10.0 million during the nine months ended September 30, 2016 compared to a use of cash of approximately $2.9 million during the nine months ended September 30, 2015. The decrease in accounts payable and accrued liabilities during the nine months ended September 30, 2016 is primarily related to the timing of payments made to suppliers, mix of vendors and related terms, as well as decreases in certain compensation accruals primarily related to bonuses and severance payments. The increase in accounts payable and accrued liabilities during the nine months ended September 30, 2015 is primarily due to the reclassification of a tax liability and severance recorded during the third quarter of 2015 related to a facility closure.
Cash Flows - Investing Activities
Net cash used for investing activities during the nine months ended September 30, 2016 and 2015 was approximately $9.9 million and $4.6 million, respectively. During the first nine months of 2016, we invested approximately $10.1 million in capital expenditures, as we have continued our investment in growth, capacity and productivity-related capital projects. Cash received from the disposition of property and equipment was approximately $0.2 million primarily due to the sale of assets in Brazil and South Africa. During the first nine months of 2015, we incurred approximately $6.4 million in capital expenditures and received cash from the disposition of property and equipment of approximately $1.8 million resulting from the sale of assets in Finland.
Cash Flows - Financing Activities
Net cash provided by financing activities was approximately $0.2 million and $15.5 million during the nine months ended September 30, 2016 and 2015, respectively. During the first nine months of