Guarantor Financial Information | GUARANTOR FINANCIAL INFORMATION The Senior Secured Notes were issued by Horsehead Holding Corp. and fully and unconditionally guarantee, on a senior secured basis, the Company’s existing and future domestic restricted subsidiaries other than certain excluded subsidiaries. The non-guarantor subsidiaries held approximately 10.0% of total assets at June 30, 2015 , accounted for 30.4% of its consolidated revenues and contributed $2.7 million of consolidated net income for the six months ended June 30, 2015 . The Consolidated Financial Statements are presented net of intercompany activity. The following supplemental financial information sets forth on a consolidating basis, balance sheets, statements of operations, statements of comprehensive income (loss), and statements of cash flows for the Company, the subsidiary Guarantors, and the Company’s non-guarantor subsidiaries. The subsidiaries that serve as guarantors are 100% owned as defined in Rule 3-10(h) of Regulation S-X. Horsehead Holding Corp. and Subsidiaries Consolidated Balance Sheets June 30, 2015 Issuer Guarantors Non- Eliminations Total ASSETS Current assets Cash and cash equivalents $ 13,055 $ 21,828 $ 16,162 $ — $ 51,045 Accounts receivable, net of allowance — 44,217 20,018 (218 ) 64,017 Inventories, net — 42,046 16,358 — 58,404 Prepaid expenses and other current assets 1 19,507 37 (6,973 ) 12,572 Deferred income taxes — 5,288 24 — 5,312 Total current assets 13,056 132,886 52,599 (7,191 ) 191,350 Property, plant and equipment, net — 735,711 51,908 — 787,619 Other assets Intangible assets — 9,732 57 — 9,789 Deferred income taxes — — — 5,845 5,845 Investment in and advances to subsidiaries 787,322 (656,521 ) (5,295 ) (125,506 ) — Deferred finance costs and other 19,658 1,746 577 (14,468 ) 7,513 Total other assets 806,980 (645,043 ) (4,661 ) (134,129 ) 23,147 Total assets $ 820,036 $ 223,554 $ 99,846 $ (141,320 ) $ 1,002,116 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 3,067 $ — $ — $ 3,067 Accounts payable — 47,052 13,826 (218 ) 60,660 Accrued expenses 3,930 13,694 1,499 6,788 25,911 Total current liabilities 3,930 63,813 15,325 6,570 89,638 Long-term debt, less current maturities 336,506 56,551 32,297 (14,442 ) 410,912 Other long-term liabilities — 16,968 405 — 17,373 Deferred income taxes — 5,905 1,958 (7,863 ) — Commitments and contingencies Stockholders’ equity Common stock 567 — — — 567 Preferred stock — — — — — Additional paid-in capital 385,992 41,653 — (41,653 ) 385,992 Retained earnings 93,041 34,825 49,330 (83,932 ) 93,264 Accumulated other comprehensive income — — 531 — 531 Total stockholders’ equity before noncontrolling interest 479,600 76,478 49,861 (125,585 ) 480,354 Noncontrolling interest — 3,839 — — 3,839 Total stockholders’ equity 479,600 80,317 49,861 (125,585 ) 484,193 Total liabilities and stockholders’ equity $ 820,036 $ 223,554 $ 99,846 $ (141,320 ) $ 1,002,116 Horsehead Holding Corp. and Subsidiaries Consolidated Balance Sheets December 31, 2014 Issuer Guarantors Non- Eliminations Total ASSETS Current assets Cash and cash equivalents $ 3,166 $ 15,354 $ 12,194 $ — $ 30,714 Accounts receivable, net of allowance — 40,656 19,740 (154 ) 60,242 Inventories, net — 43,085 11,923 — 55,008 Prepaid expenses and other current assets 1 10,672 55 (6,973 ) 3,755 Deferred income taxes — 5,227 24 — 5,251 Total current assets 3,167 114,994 43,936 (7,127 ) 154,970 Property, plant and equipment, net — 745,612 53,481 — 799,093 Other assets Intangible assets — 10,098 94 — 10,192 Investment in and advances to subsidiaries 743,463 (609,021 ) (1,083 ) (133,359 ) — Deferred finance costs and other 21,457 2,140 611 (14,946 ) 9,262 Total other assets 764,920 (596,783 ) (378 ) (148,305 ) 19,454 Total assets $ 768,087 $ 263,823 $ 97,039 $ (155,432 ) $ 973,517 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 3,044 $ — $ — $ 3,044 Accounts payable — 57,913 9,975 (154 ) 67,734 Accrued expenses 3,994 35,702 2,816 (6,867 ) 35,645 Total current liabilities 3,994 96,659 12,791 (7,021 ) 106,423 Long-term debt, less current maturities 334,617 51,744 34,584 (14,929 ) 406,016 Other long-term liabilities — 17,883 408 — 18,291 Deferred income taxes — 6,642 1,960 — 8,602 Commitments and contingencies Stockholders’ equity Common stock 507 — — — 507 Preferred stock — — — — — Additional paid-in capital 313,815 41,653 — (41,653 ) 313,815 Retained earnings 115,154 45,290 46,762 (91,829 ) 115,377 Accumulated other comprehensive income — — 534 — 534 Total stockholders’ equity before noncontrolling interest 429,476 86,943 47,296 (133,482 ) 430,233 Noncontrolling interest — 3,952 — — 3,952 Total stockholders’ equity 429,476 90,895 47,296 (133,482 ) 434,185 Total liabilities and stockholders’ equity $ 768,087 $ 263,823 $ 97,039 $ (155,432 ) $ 973,517 Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the three months ended June 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 66,753 $ 33,228 $ (742 ) $ 99,239 Net sales of nickel-based material and other services — 14,422 — — 14,422 EAF dust service fees — 9,137 — — 9,137 Net sales — 90,312 33,228 (742 ) 122,798 Cost of sales of zinc material and other goods — 63,307 29,449 (742 ) 92,014 Cost of sales of nickel-based material and other services — 8,621 — — 8,621 Cost of EAF dust services — 7,525 — — 7,525 Cost of sales (excluding depreciation and amortization) — 79,453 29,449 (742 ) 108,160 Depreciation and amortization — 14,164 985 — 15,149 Selling, general and administrative expenses 368 5,855 573 — 6,796 Total costs and expenses 368 99,472 31,007 (742 ) 130,105 (Loss) income from operations (368 ) (9,160 ) 2,221 — (7,307 ) Equity in income (loss) of subsidiaries, net of taxes 4,646 — — (4,646 ) — Other income (expense) Interest expense (8,120 ) (821 ) (412 ) 239 (9,114 ) Interest and other income 223 11,949 300 (217 ) 12,255 Total other income (expense) (7,897 ) 11,128 (112 ) 22 3,141 (Loss) income before income taxes (3,619 ) 1,968 2,109 (4,624 ) (4,166 ) Income tax (benefit) expense — (1,151 ) 604 — (547 ) NET (LOSS) INCOME $ (3,619 ) $ 3,119 $ 1,505 $ (4,624 ) $ (3,619 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the three months ended June 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 65,426 $ 37,082 $ — $ 102,508 Net sales of nickel-based material and other services — 13,772 — — 13,772 EAF dust service fees — 9,985 — — 9,985 Net sales — 89,183 37,082 — 126,265 Cost of sales of zinc material and other goods — 66,953 32,692 — 99,645 Cost of sales of nickel-based material and other services — 8,270 — — 8,270 Cost of EAF dust services — 8,101 — — 8,101 Restructuring expenses — 59 — — 59 Cost of sales (excluding depreciation and amortization) — 83,383 32,692 — 116,075 Depreciation and amortization — 7,410 705 — 8,115 Selling, general and administrative expenses 322 5,137 628 — 6,087 Total costs and expenses 322 95,930 34,025 — 130,277 (Loss) income from operations (322 ) (6,747 ) 3,057 — (4,012 ) Equity in (loss) income of subsidiaries, net of taxes (2,797 ) — — 2,797 — Other income (expense) Interest expense (2,237 ) (578 ) (419 ) 238 (2,996 ) Interest and other income 236 (66 ) 328 (219 ) 279 Total other income (expense) (2,001 ) (644 ) (91 ) 19 (2,717 ) (Loss) income before income taxes (5,120 ) (7,391 ) 2,966 2,816 (6,729 ) Income tax (benefit) expense — (2,445 ) 836 — (1,609 ) NET (LOSS) INCOME $ (5,120 ) $ (4,946 ) $ 2,130 $ 2,816 $ (5,120 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the six months ended June 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 114,257 $ 68,392 $ (742 ) $ 181,907 Net sales of nickel-based material and other services — 24,531 — — 24,531 EAF dust service fees — 18,504 — — 18,504 Net sales — 157,292 68,392 (742 ) 224,942 Cost of sales of zinc material and other goods — 122,852 61,084 (742 ) 183,194 Cost of sales of nickel-based material and other services — 16,242 — — 16,242 Cost of EAF dust services — 14,847 — — 14,847 Restructuring Expenses — — — — — Cost of sales (excluding depreciation and amortization) — 153,941 61,084 (742 ) 214,283 Depreciation and amortization — 25,006 1,984 — 26,990 Selling, general and administrative expenses 769 11,625 1,180 — 13,574 Total costs and expenses 769 190,572 64,248 (742 ) 254,847 (Loss) income from operations (769 ) (33,280 ) 4,144 — (29,905 ) Equity in (loss) income of subsidiaries, net of taxes (5,575 ) — — 5,575 — Other income (expense) Interest expense (16,218 ) (1,685 ) (802 ) 477 (18,228 ) Interest and other income 449 12,084 486 (434 ) 12,585 Total other income (expense) (15,769 ) 10,399 (316 ) 43 (5,643 ) (Loss) income before income taxes (22,113 ) (22,881 ) 3,828 5,618 (35,548 ) Income tax (benefit) expense — (14,581 ) 1,146 — (13,435 ) NET (LOSS) INCOME $ (22,113 ) $ (8,300 ) $ 2,682 $ 5,618 $ (22,113 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the six months ended June 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 117,491 $ 72,829 $ — $ 190,320 Net sales of nickel-based material and other services — 26,169 — — 26,169 EAF dust service fees — 19,840 — — 19,840 Net sales — 163,500 72,829 — 236,329 Cost of sales of zinc material and other goods — 118,658 64,190 — 182,848 Cost of sales of nickel-based material and other services — 17,041 — 17,041 Cost of EAF dust services — 15,981 — — 15,981 Restructuring Expenses — 205 — — 205 Cost of sales (excluding depreciation and amortization) — 151,885 64,190 — 216,075 Depreciation and amortization — 11,602 1,366 — 12,968 Selling, general and administrative expenses 685 10,173 1,267 — 12,125 Total costs and expenses 685 173,660 66,823 — 241,168 (Loss) income from operations (685 ) (10,160 ) 6,006 — (4,839 ) Equity in (loss) income of subsidiaries, net of taxes (1,954 ) — — 1,954 — Other income (expense) Interest expense (2,237 ) (1,085 ) (688 ) 476 (3,534 ) Interest and other income 485 1,950 767 (435 ) 2,767 Total other income (expense) (1,752 ) 865 79 41 (767 ) (Loss) income before income taxes (4,391 ) (9,295 ) 6,085 1,995 (5,606 ) Income tax (benefit) expense — (2,902 ) 1,687 — (1,215 ) NET (LOSS) INCOME $ (4,391 ) $ (6,393 ) $ 4,398 $ 1,995 $ (4,391 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the three months ended June 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (3,619 ) $ 3,119 $ 1,505 $ (4,624 ) $ (3,619 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (1 ) — (1 ) Comprehensive (loss) income $ (3,619 ) $ 3,119 $ 1,504 $ (4,624 ) $ (3,620 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the three months ended June 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (5,120 ) $ (4,946 ) $ 2,130 $ 2,816 $ (5,120 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (5 ) — (5 ) Comprehensive (loss) income $ (5,120 ) $ (4,946 ) $ 2,125 $ 2,816 $ (5,125 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the six months ended June 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (22,113 ) $ (8,300 ) $ 2,682 $ 5,618 $ (22,113 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (3 ) — (3 ) Comprehensive (loss) income $ (22,113 ) $ (8,300 ) $ 2,679 $ 5,618 $ (22,116 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the six months ended June 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (4,391 ) $ (6,393 ) $ 4,398 $ 1,995 $ (4,391 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (9 ) — (9 ) Comprehensive (loss) income $ (4,391 ) $ (6,393 ) $ 4,389 $ 1,995 $ (4,400 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Cash Flows For the six months ended June 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Cash Flows from Operating Activities: Net (loss) income $ (22,113 ) $ (8,300 ) $ 2,682 $ 5,618 $ (22,113 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 25,006 1,984 — 26,990 Deferred income tax provision — (798 ) (2 ) (13,708 ) (14,508 ) Accretion on debt 1,889 — — — 1,889 Accretion on ESOI liabilities — 207 — — 207 Amortization of deferred finance costs 1,364 173 76 (43 ) 1,570 (Gains) on write down or disposal of assets — (11,873 ) — — (11,873 ) (Gains) losses on derivative financial instruments — (9,875 ) 109 — (9,766 ) Lower of cost or market adjustment to inventories — 3,627 — — 3,627 Non-cash compensation expense 156 2,591 — — 2,747 Capitalization of interest (1,495 ) — — — (1,495 ) Equity in loss (income) of subsidiaries, net of taxes 5,575 — — (5,575 ) — Changes in operating assets and liabilities: (Increase) in accounts receivable — (3,562 ) (277 ) 64 (3,775 ) (Increase) in inventories — (2,588 ) (4,435 ) — (7,023 ) Decrease in prepaid expenses and other current assets — 1,027 18 — 1,045 Decrease (increase) in deferred finance costs and other 435 224 (45 ) (435 ) 179 (Decrease) increase in accounts payable — (10,861 ) 3,851 (64 ) (7,074 ) (Decrease) increase in accrued expenses (64 ) (17,145 ) (1,914 ) 13,655 (5,468 ) (Decrease) increase in long-term liabilities — (1,610 ) (3 ) 488 (1,125 ) Net cash (used in) provided by operating activities (14,253 ) (33,757 ) 2,044 — (45,966 ) Cash Flows from Investing Activities: Purchase of property, plant and equipment — (14,726 ) (374 ) — (15,100 ) Insurance proceeds related to fixed assets — 9,000 — — 9,000 Investment in and advance (to) from subsidiaries (45,348 ) 41,137 4,211 — — Net cash (used in) provided by investing activities. (45,348 ) 35,411 3,837 — (6,100 ) Cash Flows from Financing Activities: Net proceeds from the issuance of stock 69,622 — — — 69,622 Distributions to noncontrolling interest equity holders — — (113 ) — (113 ) Borrowings on the Credit Facilities — 35,100 7,200 — 42,300 Repayments on the Credit Facilities — (29,130 ) (9,000 ) — (38,130 ) Debt issuance costs (10 ) — — (10 ) Borrowings on the Credit Agreement — 381 — — 381 Repayments on the Credit Agreement — (1,521 ) — — (1,521 ) Proceeds from the exercise of stock options 33 — — — 33 Tax effect of share based compensation award exercise and vesting 276 — — — 276 Restricted stock withheld for taxes (441 ) — — — (441 ) Net cash provided by (used in) financing activities 69,490 4,820 (1,913 ) — 72,397 Net increase in cash and cash equivalents 9,889 6,474 3,968 — 20,331 Cash and cash equivalents at beginning of period 3,166 15,354 12,194 — 30,714 Cash and cash equivalents at end of period $ 13,055 $ 21,828 $ 16,162 $ — $ 51,045 Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Cash Flows For the six months ended June 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Cash Flows from Operating Activities: Net (loss) income $ (4,391 ) $ (6,393 ) $ 4,398 $ 1,995 $ (4,391 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 11,602 1,366 — 12,968 Deferred income tax provision — (552 ) — (552 ) Accretion on debt 1,930 — — — 1,930 Accretion on ESOI liabilities — 214 — — 214 Amortization of deferred finance costs 1,072 141 67 (43 ) 1,237 (Gains) on derivative financial instruments — (553 ) (48 ) — (601 ) Losses on write down or disposal of assets — 665 — — 665 Lower of cost or market adjustment to inventories — 1,145 — — 1,145 Non-cash compensation expense 186 2,224 — — 2,410 Capitalization of interest (12,903 ) (649 ) — — (13,552 ) Equity in loss (income) of subsidiaries, net of taxes 1,954 — — (1,954 ) — Changes in operating assets and liabilities: Decrease (increase) in accounts receivable — 8,353 (9,575 ) (346 ) (1,568 ) Decrease in inventories — 26,936 1,402 — 28,338 Decrease (increase) in prepaid expenses and other current assets 7 (398 ) (41 ) (1,934 ) (2,366 ) Decrease (increase) in deferred finance costs and other 435 50 (102 ) (431 ) (48 ) (Decrease) increase in accounts payable — (28,989 ) (332 ) 345 (28,976 ) Increase (decrease) in accrued expenses 1 131 (1,801 ) 1,882 213 (Decrease) increase in long-term liabilities — (95 ) — 486 391 Net cash (used in) provided by operating activities (11,709 ) 13,832 (4,666 ) — (2,543 ) Cash Flows from Investing Activities: Purchase of property, plant and equipment — (76,333 ) (6,585 ) — (82,918 ) Investment in and advance (to) from subsidiaries (65,527 ) 65,802 (275 ) — — Net cash used in investing activities. (65,527 ) (10,531 ) (6,860 ) — (82,918 ) Cash Flows from Financing Activities: Distributions to noncontrolling interest equity holders — — (113 ) — (113 ) Borrowings on the Credit Facilities — 14,200 9,574 — 23,774 Repayments on the Credit Facilities — (21,550 ) (100 ) — (21,650 ) Debt issuance costs — (125 ) (37 ) — (162 ) Borrowings on Credit Agreement — 802 — — 802 Repayments on the Credit Agreement — (1,434 ) — — (1,434 ) Proceeds from the exercise of stock options 910 — — — 910 Tax effect of share based compensation award exercise and vesting 784 — — — 784 Restricted stock withheld for taxes (683 ) — — — (683 ) Net cash provided by (used in) financing activities 1,011 (8,107 ) 9,324 — 2,228 Net decrease in cash and cash equivalents (76,225 ) (4,806 ) (2,202 ) — (83,233 ) Cash and cash equivalents at beginning of period 101,449 26,782 8,096 — 136,327 Cash and cash equivalents at end of period $ 25,224 $ 21,976 $ 5,894 $ — $ 53,094 |