Guarantor Financial Information | GUARANTOR FINANCIAL INFORMATION The Senior Secured Notes were issued by Horsehead Holding Corp. and are fully and unconditionally guaranteed, on a senior secured basis, by the Company’s existing and future domestic restricted subsidiaries other than certain excluded subsidiaries. The non-guarantor subsidiaries held approximately 8.9% of total assets at September 30, 2015 , accounted for 30.6% of its consolidated revenues and contributed $2.2 million of consolidated net income for the nine months ended September 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 September 30, 2015 Issuer Guarantors Non- Eliminations Total ASSETS Current assets Cash and cash equivalents $ 232 $ 27,456 $ 7,246 $ — $ 34,934 Accounts receivable, net of allowance 105 44,592 19,377 (321 ) 63,753 Inventories, net — 37,673 16,039 — 53,712 Prepaid expenses and other current assets — 17,843 49 (6,973 ) 10,919 Deferred income taxes — 5,819 24 — 5,843 Total current assets 337 133,383 42,735 (7,294 ) 169,161 Property, plant and equipment, net — 734,866 51,158 — 786,024 Other assets Intangible assets — 9,588 38 — 9,626 Restricted cash — 8,930 — — 8,930 Deferred income taxes — — — 21,060 21,060 Investment in and advances to subsidiaries 779,805 (648,045 ) (5,556 ) (126,204 ) — Deferred finance costs and other 20,183 1,987 583 (14,702 ) 8,051 Total other assets 799,988 (627,540 ) (4,935 ) (119,846 ) 47,667 Total assets $ 800,325 $ 240,709 $ 88,958 $ (127,140 ) $ 1,002,852 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Current maturities of long-term debt $ — $ 3,102 $ 8,000 $ — $ 11,102 Accounts payable — 53,613 12,083 (216 ) 65,480 Accrued expenses 9,262 5,532 2,207 21,706 38,707 Total current liabilities 9,262 62,247 22,290 21,490 115,289 Long-term debt, less current maturities 337,483 94,575 14,940 (34,685 ) 412,313 Other long-term liabilities — 16,693 383 — 17,076 Deferred income taxes — 5,526 1,958 (7,484 ) — Commitments and contingencies Stockholders’ equity Common stock 567 — — — 567 Preferred stock — — — — — Additional paid-in capital 387,348 41,656 — (41,653 ) 387,351 Retained earnings 65,665 16,173 48,858 (64,808 ) 65,888 Accumulated other comprehensive income — — 529 — 529 Total stockholders’ equity before noncontrolling interest 453,580 57,829 49,387 (106,461 ) 454,335 Noncontrolling interest — 3,839 — — 3,839 Total stockholders’ equity 453,580 61,668 49,387 (106,461 ) 458,174 Total liabilities and stockholders’ equity $ 800,325 $ 240,709 $ 88,958 $ (127,140 ) $ 1,002,852 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 September 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 55,925 $ 33,283 $ (3,813 ) $ 85,395 Net sales of nickel-based material and other services — 12,472 — — 12,472 EAF dust service fees — 10,124 — (997 ) 9,127 Net sales — 78,521 33,283 (4,810 ) 106,994 Cost of sales of zinc material and other goods — 77,509 32,041 (3,813 ) 105,737 Cost of sales of nickel-based material and other services — 8,155 — (997 ) 7,158 Cost of EAF dust services — 7,561 — — 7,561 Cost of sales (excluding depreciation and amortization) — 93,225 32,041 (4,810 ) 120,456 Depreciation and amortization — 13,235 953 — 14,188 Selling, general and administrative expenses 384 4,992 536 — 5,912 Total costs and expenses 384 111,452 33,530 (4,810 ) 140,556 Loss from operations (384 ) (32,931 ) (247 ) — (33,562 ) Equity in (loss) income of subsidiaries, net of taxes (19,142 ) — — 19,142 — Other income (expense) Interest expense (8,173 ) (1,772 ) (375 ) 303 (10,017 ) Interest and other income 323 325 162 (322 ) 488 Total other income (expense) (7,850 ) (1,447 ) (213 ) (19 ) (9,529 ) (Loss) income before income taxes (27,376 ) (34,378 ) (460 ) 19,123 (43,091 ) Income tax (benefit) expense — (15,727 ) 12 — (15,715 ) NET (LOSS) INCOME $ (27,376 ) $ (18,651 ) $ (472 ) $ 19,123 $ (27,376 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the three months ended September 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 49,300 $ 36,174 $ — $ 85,474 Net sales of nickel-based material and other services — 14,641 — (70 ) 14,571 EAF dust service fees — 12,001 — (1,068 ) 10,933 Net sales — 75,942 36,174 (1,138 ) 110,978 Cost of sales of zinc material and other goods — 55,878 31,205 (70 ) 87,013 Cost of sales of nickel-based material and other services — 8,875 — (1,068 ) 7,807 Cost of EAF dust services — 9,386 — — 9,386 Restructuring expenses — — — — — Cost of sales (excluding depreciation and amortization) — 74,139 31,205 (1,138 ) 104,206 Depreciation and amortization — 9,707 821 — 10,528 Selling, general and administrative expenses 445 4,668 552 — 5,665 Total costs and expenses 445 88,514 32,578 (1,138 ) 120,399 (Loss) income from operations (445 ) (12,572 ) 3,596 — (9,421 ) Equity in income (loss) of subsidiaries, net of taxes 1,076 — — (1,076 ) — Other income (expense) Interest expense (7,871 ) (913 ) (424 ) 240 (8,968 ) Interest and other income 230 3,860 271 (217 ) 4,144 Total other income (expense) (7,641 ) 2,947 (153 ) 23 (4,824 ) (Loss) income before income taxes (7,010 ) (9,625 ) 3,443 (1,053 ) (14,245 ) Income tax (benefit) expense — (8,147 ) 912 — (7,235 ) NET (LOSS) INCOME $ (7,010 ) $ (1,478 ) $ 2,531 $ (1,053 ) $ (7,010 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the nine months ended September 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 170,182 $ 101,675 $ (4,555 ) $ 267,302 Net sales of nickel-based material and other services — 37,003 — — 37,003 EAF dust service fees — 28,628 — (997 ) 27,631 Net sales — 235,813 101,675 (5,552 ) 331,936 Cost of sales of zinc material and other goods — 200,361 93,125 (4,555 ) 288,931 Cost of sales of nickel-based material and other services — 24,397 — (997 ) 23,400 Cost of EAF dust services — 22,408 — — 22,408 Restructuring Expenses — — — — — Cost of sales (excluding depreciation and amortization) — 247,166 93,125 (5,552 ) 334,739 Depreciation and amortization — 38,241 2,937 — 41,178 Selling, general and administrative expenses 1,153 16,617 1,716 — 19,486 Total costs and expenses 1,153 302,024 97,778 (5,552 ) 395,403 (Loss) income from operations (1,153 ) (66,211 ) 3,897 — (63,467 ) Equity in (loss) income of subsidiaries, net of taxes (24,717 ) — — 24,717 — Other income (expense) Interest expense (24,391 ) (3,457 ) (1,177 ) 780 (28,245 ) Interest and other income 772 12,409 648 (756 ) 13,073 Total other income (expense) (23,619 ) 8,952 (529 ) 24 (15,172 ) (Loss) income before income taxes (49,489 ) (57,259 ) 3,368 24,741 (78,639 ) Income tax (benefit) expense — (30,308 ) 1,158 — (29,150 ) NET (LOSS) INCOME $ (49,489 ) $ (26,951 ) $ 2,210 $ 24,741 $ (49,489 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Operations For the nine months ended September 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net sales of zinc material and other goods $ — $ 166,791 $ 109,003 $ — $ 275,794 Net sales of nickel-based material and other services — 40,810 — (70 ) 40,740 EAF dust service fees — 31,841 — (1,068 ) 30,773 Net sales — 239,442 109,003 (1,138 ) 347,307 Cost of sales of zinc material and other goods — 174,536 95,395 (70 ) 269,861 Cost of sales of nickel-based material and other services — 25,916 — (1,068 ) 24,848 Cost of EAF dust services — 25,367 — — 25,367 Restructuring Expenses — 205 — — 205 Cost of sales (excluding depreciation and amortization) — 226,024 95,395 (1,138 ) 320,281 Depreciation and amortization — 21,309 2,187 — 23,496 Selling, general and administrative expenses 1,130 14,841 1,819 — 17,790 Total costs and expenses 1,130 262,174 99,401 (1,138 ) 361,567 (Loss) income from operations (1,130 ) (22,732 ) 9,602 — (14,260 ) Equity in (loss) income of subsidiaries, net of taxes (878 ) — — 878 — Other income (expense) Interest expense (10,108 ) (1,998 ) (1,112 ) 716 (12,502 ) Interest and other income 715 5,810 1,038 (652 ) 6,911 Total other income (expense) (9,393 ) 3,812 (74 ) 64 (5,591 ) (Loss) income before income taxes (11,401 ) (18,920 ) 9,528 942 (19,851 ) Income tax (benefit) expense — (11,049 ) 2,599 — (8,450 ) NET (LOSS) INCOME $ (11,401 ) $ (7,871 ) $ 6,929 $ 942 $ (11,401 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the three months ended September 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (27,376 ) $ (18,651 ) $ (472 ) $ 19,123 $ (27,376 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (2 ) — (2 ) Comprehensive (loss) income $ (27,376 ) $ (18,651 ) $ (474 ) $ 19,123 $ (27,378 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the three months ended September 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (7,010 ) $ (1,478 ) $ 2,531 $ (1,053 ) $ (7,010 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (3 ) — (3 ) Comprehensive (loss) income $ (7,010 ) $ (1,478 ) $ 2,528 $ (1,053 ) $ (7,013 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the nine months ended September 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (49,489 ) $ (26,951 ) $ 2,210 $ 24,741 $ (49,489 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (5 ) — (5 ) Comprehensive (loss) income $ (49,489 ) $ (26,951 ) $ 2,205 $ 24,741 $ (49,494 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) For the nine months ended September 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Net (loss) income $ (11,401 ) $ (7,871 ) $ 6,929 $ 942 $ (11,401 ) Other comprehensive loss, net of tax: Net pension liability adjustment — — (12 ) — (12 ) Comprehensive (loss) income $ (11,401 ) $ (7,871 ) $ 6,917 $ 942 $ (11,413 ) Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Cash Flows For the nine months ended September 30, 2015 Issuer Guarantors Non-Guarantors Eliminations Total Cash Flows from Operating Activities: Net (loss) income $ (49,489 ) $ (26,951 ) $ 2,210 $ 24,741 $ (49,489 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 38,241 2,937 — 41,178 Deferred income tax provision — (1,708 ) (2 ) (28,544 ) (30,254 ) Accretion on debt 2,866 — — — 2,866 Accretion on ESOI liabilities — 313 — — 313 Amortization of deferred finance costs 2,046 683 112 (64 ) 2,777 (Gains) on write down or disposal of assets — (11,866 ) — — (11,866 ) (Gains) losses on derivative financial instruments — (7,769 ) 964 — (6,805 ) Lower of cost or market adjustment to inventories — 3,627 — — 3,627 Non-cash compensation expense 242 3,863 — — 4,105 Capitalization of interest (2,242 ) — — — (2,242 ) Equity in loss (income) of subsidiaries, net of taxes 24,717 — — (24,717 ) — Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (105 ) (3,936 ) 363 167 (3,511 ) Decrease (increase) in inventories — 1,785 (4,116 ) — (2,331 ) Decrease in prepaid expenses and other current assets 1 1,073 6 — 1,080 (Increase) decrease in deferred finance costs and other (772 ) 1,101 (89 ) (180 ) 60 (Decrease) increase in accounts payable — (4,300 ) 2,108 (62 ) (2,254 ) Increase (decrease) increase in accrued expenses 5,268 (26,039 ) (1,817 ) 28,573 5,985 (Decrease) increase in long-term liabilities — (1,747 ) (25 ) 244 (1,528 ) Net cash (used in) provided by operating activities (17,468 ) (33,630 ) 2,651 158 (48,289 ) Cash Flows from Investing Activities: Purchase of property, plant and equipment — (26,226 ) (558 ) — (26,784 ) Increase in restricted cash — (8,930 ) — — (8,930 ) Proceeds related to the sale of land — 9,000 — — 9,000 Investment in and advance (to) from subsidiaries (54,957 ) 30,643 4,472 19,842 — Net cash (used in) provided by investing activities. (54,957 ) 4,487 3,914 19,842 (26,714 ) 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 — 58,751 7,200 — 65,951 Repayments on the Credit Facilities — (14,130 ) (18,600 ) (20,000 ) (52,730 ) Debt issuance costs (1,644 ) — — (1,644 ) Borrowings on the Credit Agreement — 496 — — 496 Repayments on the Credit Agreement — (2,228 ) — — (2,228 ) Proceeds from the exercise of stock options 33 — — — 33 Tax effect of share based compensation award exercise and vesting 277 — — — 277 Restricted stock withheld for taxes (441 ) — — — (441 ) Net cash provided by (used in) financing activities 69,491 41,245 (11,513 ) (20,000 ) 79,223 Net (decrease) increase in cash and cash equivalents (2,934 ) 12,102 (4,948 ) — 4,220 Cash and cash equivalents at beginning of period 3,166 15,354 12,194 — 30,714 Cash and cash equivalents at end of period $ 232 $ 27,456 $ 7,246 $ — $ 34,934 Horsehead Holding Corp. and Subsidiaries Consolidated Statements of Cash Flows For the nine months ended September 30, 2014 Issuer Guarantors Non-Guarantors Eliminations Total Cash Flows from Operating Activities: Net (loss) income $ (11,401 ) $ (7,871 ) $ 6,929 $ 942 $ (11,401 ) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization — 21,309 2,187 — 23,496 Deferred income tax provision — (1,358 ) — (1,358 ) Accretion on debt 2,851 — — — 2,851 Accretion on ESOI liabilities — 322 — — 322 Amortization of deferred finance costs 1,700 225 102 (64 ) 1,963 (Gains) on derivative financial instruments — (1,680 ) (12 ) — (1,692 ) Losses on write down or disposal of assets — 1,037 — — 1,037 Lower of cost or market adjustment to inventories — 1,590 — — 1,590 Non-cash compensation expense 279 3,305 — — 3,584 Capitalization of interest (13,498 ) (647 ) — — (14,145 ) Equity in loss (income) of subsidiaries, net of taxes 878 — — (878 ) — Changes in operating assets and liabilities: Decrease (increase) in accounts receivable — 7,643 (8,452 ) (223 ) (1,032 ) Decrease in inventories — 16,607 4,734 — 21,341 Decrease (increase) in prepaid expenses and other current assets 3 985 (53 ) (8,362 ) (7,427 ) Decrease (increase) in deferred finance costs and other 218 (719 ) 24 (216 ) (693 ) (Decrease) increase in accounts payable — (30,038 ) 906 222 (28,910 ) Increase (decrease) in accrued expenses 4,980 (10,097 ) (887 ) 8,336 2,332 Increase in long-term liabilities — 211 — 243 454 Net cash (used in) provided by operating activities (13,990 ) 824 5,478 — (7,688 ) Cash Flows from Investing Activities: Purchase of property, plant and equipment — (98,097 ) (8,391 ) — (106,488 ) Investment in and advance (to) from subsidiaries (103,722 ) 108,512 (4,790 ) — — Net cash (used in) provided by investing activities. (103,722 ) 10,415 (13,181 ) — (106,488 ) Cash Flows from Financing Activities: Proceeds from the issuance of debt 51,300 — — — 51,300 Distributions to noncontrolling interest equity holders — — (113 ) — (113 ) Borrowings on the Credit Facilities — 20,650 9,574 — 30,224 Repayments on the Credit Facilities — (29,550 ) (174 ) — (29,724 ) Debt issuance costs (1,531 ) (171 ) (73 ) — (1,775 ) Borrowings on Credit Agreement — 1,172 — — 1,172 Repayments on the Credit Agreement — (2,126 ) — — (2,126 ) Proceeds from the exercise of stock options 941 — — — 941 Tax effect of share based compensation award exercise and vesting 800 — — — 800 Restricted stock withheld for taxes (683 ) — — — (683 ) Net cash provided by (used in) financing activities 50,827 (10,025 ) 9,214 — 50,016 Net (decrease) increase in cash and cash equivalents (66,885 ) 1,214 1,511 — (64,160 ) Cash and cash equivalents at beginning of period 101,449 26,782 8,096 — 136,327 Cash and cash equivalents at end of period $ 34,564 $ 27,996 $ 9,607 $ — $ 72,167 |