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FINANCIAL INFORMATION REPORT |
| Horsehead Holding Corp. and Subsidiaries | | EXHIBIT 99.1 | |
CONSOLIDATING BALANCE SHEETS |
February 1, 2016 (UNAUDITED) |
(Amounts in thousands, except per share amounts) |
| | | Horsehead | | | | | | | | |
ASSETS | HHC | | Corporation | | Zochem | | INMETCO | | Eliminations | | Consolidated |
Current assets | | | | | | | | | | | |
Cash and cash equivalents | $ | 96 |
| | $ | 1,043 |
| | $ | 1,320 |
| | $ | 270 |
| | $ | — |
| | $ | 2,729 |
|
Accounts receivable, net of allowance | 856 |
| | 16,314 |
| | 15,163 |
| | 6,026 |
| | (356 | ) | | 38,003 |
|
Inventories, net | — |
| | 21,508 |
| | 11,610 |
| | 6,105 |
| | — |
| | 39,223 |
|
Prepaid expenses and other current assets | 3,669 |
| | 13,382 |
| | 1,215 |
| | 216 |
| | (6,973 | ) | | 11,509 |
|
Deferred income taxes | — |
| | 5,223 |
| | 24 |
| | 301 |
| | — |
| | 5,548 |
|
| | | | | | | | | | | |
Total current assets | 4,621 |
| | 57,470 |
| | 29,332 |
| | 12,918 |
| | (7,329 | ) | | 97,012 |
|
Property, plant and equip, net | — |
| | 722,172 |
| | 24,724 |
| | 31,422 |
| | — |
| | 778,318 |
|
Other assets | | | | | | | | | | | |
Intangible assets | — |
| | 7,756 |
| | 85 |
| | 1,548 |
| | — |
| | 9,389 |
|
Restricted cash | — |
| | 7,939 |
| | — |
| | — |
| | — |
| | 7,939 |
|
Deferred income taxes | — |
| | — |
| | — |
| | — |
| | 52,583 |
| | 52,583 |
|
Investment in and advances to subs | 742,297 |
| | (684,846 | ) | | 17,387 |
| | 5,494 |
| | (80,332 | ) | | — |
|
Deposits and other | 14,898 |
| | 625 |
| | 195 |
| | 671 |
| | (14,897 | ) | | 1,492 |
|
| | | | | | | | | | | |
Total other assets | 757,195 |
| | (668,526 | ) | | 17,667 |
| | 7,713 |
| | (42,646 | ) | | 71,403 |
|
Total assets | $ | 761,816 |
| | $ | 111,116 |
| | $ | 71,723 |
| | $ | 52,053 |
| | $ | (49,975 | ) | | $ | 946,733 |
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| | | | | | | | | | | |
LIABILITIES AND | | | Horsehead | | | | | | | | |
STOCKHOLDERS' EQUITY | HHC | | Corporation | | Zochem | | INMETCO | | Eliminations | | Consolidated |
| | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Current maturities of long-term debt | $ | 345,000 |
| | $ | 64,545 |
| | $ | 16,922 |
| | $ | — |
| | $ | (15,013 | ) | | $ | 411,454 |
|
Accounts payable | 91 |
| | 59,617 |
| | 8,020 |
| | 5,201 |
| | (262 | ) | | 72,667 |
|
Accrued expenses | 6,490 |
| | (29,097 | ) | | 2,165 |
| | 3,049 |
| | 49,606 |
| | 32,213 |
|
| | | | | | | | | | | |
Total current liabilities | 351,581 |
| | 95,065 |
| | 27,107 |
| | 8,250 |
| | 34,331 |
| | 516,334 |
|
| | | | | | | | | | | |
Long-term debt, less current | — |
| | — |
| | — |
| | 10,000 |
| | (10,000 | ) | | — |
|
Other long-term liabilities | — |
| | 13,991 |
| | 27 |
| | 1,832 |
| | — |
| | 15,850 |
|
Deferred income taxes | — |
| | (7,196 | ) | | 1,870 |
| | 9,302 |
| | (3,976 | ) | | — |
|
Commitments and contingencies | | | | | | | | | | | |
| | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | |
Common Stock | 602 |
| | — |
| | — |
| | — |
| | — |
| | 602 |
|
Preferred stock | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Additional paid-in capital | 393,363 |
| | 12,572 |
| | — |
| | 29,081 |
| | (41,653 | ) | | 393,363 |
|
Retained earnings | 16,270 |
| | (7,155 | ) | | 42,719 |
| | (6,412 | ) | | (28,677 | ) | | 16,745 |
|
| | | | | | | | | | | |
Total stockholders' equity before noncontrolling interest | 410,235 |
| | 5,417 |
| | 42,719 |
| | 22,669 |
| | (70,330 | ) | | 410,710 |
|
Noncontrolling interest | — |
| | 3,839 |
| | — |
| | — |
| | — |
| | 3,839 |
|
Total stockholders' equity | 410,235 |
| | 9,256 |
| | 42,719 |
| | 22,669 |
| | (70,330 | ) | | 414,549 |
|
Total liabilities and SE | $ | 761,816 |
| | $ | 111,116 |
| | $ | 71,723 |
| | $ | 52,053 |
| | $ | (49,975 | ) | | $ | 946,733 |
|
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
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Horsehead Holding Corp. and Subsidiaries | | |
CONSOLIDATING STATEMENTS OF OPERATIONS |
For the 32 days ended February 1, 2016 (UNAUDITED) |
(Amounts in thousands, except per share amounts) |
| | | | | | | | | | | |
| Horsehead | | | | | | | | | | |
| Holding | | Horsehead | | | | | | | | |
| Corp. | | Corporation | | INMETCO | | Zochem | | Elims | | Consolidated |
| | | | | | | | | | | |
Net sales of zinc material and other goods | $ | — |
| | $ | 10,622 |
| | $ | — |
| | $ | 9,586 |
| | $ | 102 |
| | $ | 20,310 |
|
Restructuring charges - hedges | — |
| | (1,234 | ) | | — |
| | (155 | ) | | — |
| | (1,389 | ) |
Net sales of nickel based material and other services | — |
| | — |
| | 2,842 |
| | — |
| | — |
| | 2,842 |
|
EAF dust service fees | — |
| | 3,272 |
| | — |
| | — |
| | (106 | ) | | 3,166 |
|
| | | | | | | | | | | |
Net sales | — |
| | 12,660 |
| | 2,842 |
| | 9,431 |
| | (4 | ) | | 24,929 |
|
| | | | | | | | | | | |
Cost of sales of zinc material and other goods | — |
| | 20,524 |
| | — |
| | 8,945 |
| | 102 |
| | 29,571 |
|
Cost of sales of nickel based material and other services | — |
| | — |
| | 2,077 |
| | — |
| | (106 | ) | | 1,971 |
|
Restructuring charges - hedges | — |
| | — |
| | (64 | ) | | — |
| | — |
| | (64 | ) |
Cost of EAF dust services | — |
| | 2,184 |
| | — |
| | — |
| | — |
| | 2,184 |
|
| | | | | | | | | | | |
| | | | | | | | | | | |
Cost of sales (excluding deprec and amortiz) | — |
| | 22,708 |
| | 2,013 |
| | 8,945 |
| | (4 | ) | | 33,662 |
|
Depreciation and amortization | — |
| | 3,741 |
| | 251 |
| | 187 |
| | — |
| | 4,179 |
|
Restructuring charges - SG&A | 2,261 |
| | — |
| | — |
| | 55 |
| | — |
| | 2,316 |
|
Selling, general and administrative expenses | 161 |
| | 1,379 |
| | 221 |
| | 155 |
| | — |
| | 1,916 |
|
Total costs and expenses | 2,422 |
| | 27,828 |
| | 2,485 |
| | 9,342 |
| | (4 | ) | | 42,073 |
|
| | | | | | | | | | | |
Income from operations | (2,422 | ) | | (15,168 | ) | | 357 |
| | 89 |
| | — |
| | (17,144 | ) |
| | | | | | | | | | | |
Equity in income of subsidiary, net of taxes | (10,196 | ) | | — |
| | — |
| | — |
| | 10,196 |
| | — |
|
| | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | |
Interest expense | (3,005 | ) | | (477 | ) | | (36 | ) | | (94 | ) | | 94 |
| | (3,518 | ) |
Restructuring charges - interest expense | — |
| | (5,057 | ) | | — |
| | (1,100 | ) | | — |
| | (6,157 | ) |
Interest and other income | 93 |
| | — |
| | — |
| | — |
| | (94 | ) | | (1 | ) |
Restructuring charges - other (expense) | — |
| | (843 | ) | | — |
| | — |
| | — |
| | (843 | ) |
Other income (expense) | — |
| | 2,998 |
| | (8 | ) | | (16 | ) | | — |
| | 2,974 |
|
| | | | | | | | | | | |
Total other income (expense) | (2,912 | ) | | (3,379 | ) | | (44 | ) | | (1,210 | ) | | — |
| | (7,545 | ) |
Income before income taxes | (15,530 | ) | | (18,547 | ) | | 313 |
| | (1,121 | ) | | 10,196 |
| | (24,689 | ) |
Income tax provision | — |
| | (8,987 | ) | | 123 |
| | (295 | ) | | — |
| | (9,159 | ) |
| | | | | | | | | | | |
NET INCOME(LOSS) | $ | (15,530 | ) | | $ | (9,560 | ) | | $ | 190 |
| | $ | (826 | ) | | $ | 10,196 |
| | $ | (15,530 | ) |
| | | | | | | | | | | |
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
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NON-FINANCIAL OPERATING METRICS REPORT |
| | | | 32 days ended | |
Shipments | | | 1-Feb-16 | | |
Zinc finished product - tons (Z + HH combined)(excludes WOX/Calcine) | | 9,822 |
| | |
Finished Products Zinc-Contained tons (Z + HH combined) (excludes WOX/Calcine) | 8,671 |
| | |
WOX/Calcine shipments combined - tons | | 10,808 |
| | |
Total Zinc-Contained tons (Finished Prod from Z + HH + calcine/WOX) | 15,445 |
| | |
Zinc finished product - tons (HH) (excludes WOX/Calcine) | | 4,069 |
| | |
Total Zinc Product Zinc - Contained tons (HH) (includes WOX/Calcine) | 10,843 |
| | |
EAF dust receipts - tons (HH) | | | 41,269 |
| | |
Nickel remelt alloy shipments - tons (I) | | | 2,204 |
| | |
| | | | | | |
Net sales realization | | | | | |
Zinc finished products - per lb (Z + HH combined) | | | $ | 0.80 |
| | |
Zinc finished products - per lb zinc-contained (Z + HH combined) | | $ | 0.90 |
| | |
Zinc finished products premium - per lb zinc-contained (Z + HH combined) | $ | 0.22 |
| | |
Zinc Product Shipments - per lb zinc-contained (HH) | | $ | 0.47 |
| | |
LME average zinc price - per lb | | | | $ | 0.69 |
| | |
LME average nickel price - per lb | | | | $ | 3.85 |
| | |
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Production | | | | | |
Zinc metal production tons (Mooresboro) | | | 2,786 |
| | |
Mooresboro conversion costs (per lb) | | | $ | 1.42 |
| | |
| | | | | | |
Financial (in 000's) | | UNAUDITED | | |
Net Zinc metal sales excl intercompany (HH) (excludes brokered) | | $ | 5,093 |
| | |
Brokered metal sales | | | | $ | 1,125 |
| | |
EAFD collection revenue | | | | $ | 3,272 |
| | |
EAFD collection costs | | | | $ | 2,184 |
| | |
Zochem adjusted EBITDA (but no detail on adjustments) | | $ | 487 |
| | |
INMETCO adjusted EBITDA (but no detail on adjustments) | | $ | 544 |
| | |
| | | | | | |
Segment data (3 segments + Corp, elim, other) (in 000's) | | | | |
UNAUDITED | | | | |
| | | | | Corp, Elims | |
| | Horsehead | Zochem | INMETCO | & Other | Consolidated |
Revenue | | $ | 12,660 |
| $ | 9,431 |
| $ | 2,842 |
| $ | (4 | ) | $ | 24,929 |
|
Depr & Amort | | 3,741 |
| 187 |
| 251 |
| — |
| 4,179 |
|
COGS | | 22,708 |
| 8,945 |
| 2,013 |
| (4 | ) | 33,662 |
|
SG&A | | 1,379 |
| 210 |
| 221 |
| 2,422 |
| 4,232 |
|
Interest expense | | 5,534 |
| 1,194 |
| 36 |
| 2,911 |
| 9,675 |
|
(Loss) income before income taxes | | $ | (18,547 | ) | $ | (1,121 | ) | $ | 313 |
| $ | (5,334 | ) | $ | (24,689 | ) |
| | | | | | |
Revenue excl. unrealized non-cash hedge adj and interco sales | $ | 12,646 |
| $ | 9,432 |
| $ | 2,842 |
| $ | — |
| $ | 24,920 |
|
Unrealized non-cash hedge adj (expense) income | $ | 10 |
| $ | (1 | ) | $ | — |
| $ | — |
| $ | 9 |
|
Capital expenditures | | $ | 1,430 |
| $ | 165 |
| $ | 261 |
| $ | — |
| $ | 1,856 |
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COMPLIANCE CERTIFICATE
For the Period From January 1, 2016 to February 1, 2016 ("Test Period")
The undersigned hereby certifies that he/she is the Vice President & Chief Financial Officer of Horsehead Corporation, company organized under the laws of the State of Delaware (“Horsehead”), the Vice President & Chief Financial Officer of The International Metals Reclamation Company, LLC, a limited liability company organized under the laws of the State of Delaware (“INMETCO”), the Vice President & Chief Financial Officer of Horsehead Metal Products, LLC, a limited liability company organized under the laws of the State of North Carolina (“HMP”), the Vice President & Chief Financial Officer of Zochem Inc., a corporation incorporated pursuant to the Canada Business Corporations Act (“Zochem”) and the Vice President & Chief Financial Officer of Horsehead Holding Corp., a corporation organized under the laws of the State of Delaware (“Horsehead Holding” and, together with Horsehead INMETCO, HMP and Zochem, each a “Borrower” and, collectively, the “Borrowers”), and that as such he/she is authorized to execute this certificate on behalf of each Borrower. With reference to the Senior Secured Superpriority Debtor-in-Possession Credit, Security and Guaranty Agreement dated as of February 8, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers, the guarantors party thereto from time to time Cantor Fitzgerald Securities, as Administrative Agent and the lenders party thereto from time to time, the Borrowers represent and warrants as follows (each capitalized term used herein having the same meaning given to it in the Credit Agreement unless otherwise specified):
The representations and warranties of the Borrowers contained in Article IV of the Credit Agreement and in the Loan Documents are true and correct in all material respects at and as of the time of delivery hereof as if made on and as of the date hereof, except to the extent such representations and warranties are expressly limited to an earlier date;
No Default or Event of Default has occurred and is continuing.
Attached hereto as Schedule A is a detailed spreadsheet reflecting the calculations and computations necessary to determine whether INMETCO and Zochem are each in compliance with their respective Minimum EBITDA-R requirements, as reflected in this certificate; NOT APPLICABLE FOR THIS TEST PERIOD
There has been no change in the application of GAAP to the financial statements being delivered in connection with this Compliance Certificate since the Effective Date.
As of the last day of the Test Period the following statements, amounts, and calculations were true and correct:
Section 6.21(b)(i) - Minimum EBITDA-R for INMETCO.
NOT APPLICABLE FOR THIS TEST PERIOD
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(A) Adjusted EBITDA = | |
(i) + [(ii) + (iii) + (iv) + (v)+(vi)+(vii) + (viii)] Items (ii) - (iv) shall be included to the extent deducted from Consolidated Net Income. = |
|
(i) Net Income | |
(ii) Interest Expense | |
(iii) provision for income taxes | |
(iv) depreciation, amortization | |
(v) unrealized gains and losses on hedge transaction positions, non-cash compensation expenses, one-time charges to Net Income and all other non-cash charges | |
(vi) charges, fees, costs, commissions and expenses incurred during such period in connection with the Credit Agreement, the other Loan Documents, the Chapter 11 Cases, any reorganization plan in connection with the Chapter 11 Cases, any exit credit agreements, and any and all transactions contemplated by the foregoing, including the write-off of any receivables, the termination or settlement of executory contracts, professional and accounting costs, fees and expenses, operational restructuring costs, fees and expenses, management incentive, employee retention or similar plans (in each case to the extent such plan is approved by the Bankruptcy Court to the extent required), litigation costs and settlements, asset write-downs, income and gains recorded in connection with the corporate reorganization of such Person and its Subsidiaries | |
(vii) the charges, fees, costs and expenses in connection with, and a pro forma adjustment for actual lost revenues resulting from, a single furnace shutdown during the life of the Facility; provided that, the aggregate amount added pursuant to this clause (vii) shall not exceed $2,000,000 during the life of the Facility | |
(viii) any intercompany charges incurred by Horsehead for administrative services provided to Horsehead Holding and its Subsidiaries | |
| |
For the applicable EBITDA- TEST PERIOD, has the minimum required EBITDA-R of INMETCO been met? YES NO
Section 6.21(b)(ii) - Minimum EBITDA-R for ZOCHEM
NOT APPLICABLE FOR THIS TEST PERIOD
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| |
(A) Adjusted EBITDA = | |
(i) + [(ii) + (iii) + (iv) + (v)+(vi)+(vii) + (viii)] Items (ii) - (iv) shall be included to the extent deducted from Consolidated Net Income. | $ |
(i) Net Income | $ |
(ii) Interest Expense | $ |
(iii) provision for income taxes | $ |
(iv) depreciation, amortization | $ |
(v) unrealized gains and losses on hedge transaction positions, non-cash compensation expenses, one-time charges to Net Income and all other non-cash charges | $ |
(vi) charges, fees, costs, commissions and expenses incurred during such period in connection with the Credit Agreement, the other Loan Documents, the Chapter 11 Cases, any reorganization plan in connection with the Chapter 11 Cases, any exit credit agreements, and any and all transactions contemplated by the foregoing, including the write-off of any receivables, the termination or settlement of executory contracts, professional and accounting costs, fees and expenses, operational restructuring costs, fees and expenses, management incentive, employee retention or similar plans (in each case to the extent such plan is approved by the Bankruptcy Court to the extent required), litigation costs and settlements, asset write-downs, income and gains recorded in connection with the corporate reorganization of such Person and its Subsidiaries | $ |
(vii) any intercompany charges incurred by Horsehead for administrative services provided to Horsehead Holding and its Subsidiaries | $ |
(viii) any costs or expenses incurred in connection with the funding of the Canadian Pension Plans | $ |
[Signature Page Follows.]
IN WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate, in my capacity as a Responsible Officer of the Borrowers and not individually, as of February 25, 2016.
HORSEHEAD CORPORATION
By: /s/ Robert D. Scherich
Name: Robert D. Scherich
Title: Vice President and Chief Financial Officer
THE INTERNATIONAL METALS RECLAMATION COMPANY, LLC
By: /s/ Robert D. Scherich
Name: Robert D. Scherich
Title: Vice President and Chief Financial Officer
HORSEHEAD METAL PRODUCTS, LLC
By: /s/ Robert D. Scherich
Name: Robert D. Scherich
Title: Vice President and Chief Financial Officer
ZOCHEM INC.
By: /s/ Robert D. Scherich
Name: Robert D. Scherich
Title: Vice President and Chief Financial Officer
HORSEHEAD HOLDING CORP.
By: /s/ Robert D. Scherich
Name: Robert D. Scherich
Title: Vice President and Chief Financial Officer