UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||||||||||||||||||||||||
�� FORM 12b-25 | SEC FILE NUMBER 001-33658 | ||||||||||||||||||||||||
NOTIFICATION OF LATE FILING | CUSIP NUMBER 440694305 | ||||||||||||||||||||||||
| (Check One) | X | Form 10-K | Form 20-F | Form 11-K | Form 10-Q | Form 10-D | Form N-SAR | Form N-CSR | |||||||||||||||||
| For Period Ended: | December 31, 2015 | ||||||||||||||||||||||||
| Transition Report on Form 10-K | |||||||||||||||||||||||||
| Transition Report on Form 20-F | |||||||||||||||||||||||||
| Transition Report on Form 11-K | |||||||||||||||||||||||||
| Transition Report on Form 10-Q | |||||||||||||||||||||||||
| Transition Report on Form N-SAR | |||||||||||||||||||||||||
| For the Transition Period Ended: | |||||||||||||||||||||||||
Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. | |||||||||||||||||||||||||
| If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: | |||||||||||||||||||||||||
| PART I — REGISTRANT INFORMATION | |||||||||||||||||||||||||
| Horsehead Holding Corp. | |||||||||||||||||||||||||
| Full Name of Registrant | |||||||||||||||||||||||||
| N/A | |||||||||||||||||||||||||
| Former Name if Applicable | |||||||||||||||||||||||||
| 4955 Steubenville Pike, Suite 405 | |||||||||||||||||||||||||
Address of Principal Executive Office (Street and Number) | |||||||||||||||||||||||||
| Pittsburgh, Pennsylvania 15205 | |||||||||||||||||||||||||
| City, State and Zip Code | |||||||||||||||||||||||||
PART II — RULES 12b-25(b) AND (c) | |||||||||||||||||||||||||
| If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) | |||||||||||||||||||||||||
| (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |||||||||||||||||||||||||
| (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |||||||||||||||||||||||||
| (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |||||||||||||||||||||||||
PART III — NARRATIVE |
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. Horsehead Holding Corp. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the period ended December 31, 2015 (the “Annual Report”). The Company is unable to file its Annual Report within the prescribed time period or within the 15 day extension period permitted by the applicable rules of the Securities and Exchange Commission without unreasonable effort and expense. As previously disclosed, on February 2, 2016, the Company and certain of its direct and indirect wholly-owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors are currently operating their business as “debtors-in-possession” in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As a result of the Company’s position prior to and after filing for Chapter 11, the Company has very limited financial and human resources for the preparation of the Annual Report. The Company has had to dedicate those limited resources to, among other things, (i) negotiating with those parties with interests in the bankruptcy proceedings, (ii) operating the business while under severe restrictions imposed by the budget associated with the Company’s Senior Secured Superpriority Debtor-in-Possession Credit, Security and Guaranty Agreement (the “DIP Credit Facility”), (iii) developing a plan to restructure the Company, and (iv) satisfying its obligations with the Bankruptcy Court and those parties with interests in the bankruptcy proceedings. As a result, the Company has been unable to dedicate financial and human resources to the preparation of the Annual Report and has determined that it is unable to timely file its Annual Report without unreasonable effort or expense. The Company is required to provide monthly financial and operating reports to its lenders under its DIP Credit Facility, and therefore, the Company intends to provide such reports on a monthly basis under Current Reports on Form 8-K. |
PART IV— OTHER INFORMATION | ||||||||
| Name and telephone number of person to contact in regard to this notification | ||||||||
| (1) | Robert D. Scherich | (724) | 774-1020 | |||||
| (Name) | (Area Code) | (Telephone Number) | ||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | X | YES | NO | ||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | X | YES | NO | ||||
| Year Ended December 31, | |||||||||
| 2014 | 2015 | ||||||||
| (actual) | (estimated) | ||||||||
| (in thousands, except per share data) | |||||||||
| Low | High | ||||||||
| Selected Income Statement Data (1): | |||||||||
| (unaudited) | |||||||||
| Net sales | $ | 453,937 | $ | 410,000 | $ | 420,000 | |||
| Cost of sales (excluding depreciation and amortization) | 415,074 | 435,000 | 447,000 | ||||||
| Gross profit (loss) (excluding depreciation and amortization) | 38,863 | (25,000 | ) | (27,000 | ) | ||||
| Depreciation and amortization | 35,406 | 52,000 | 58,000 | ||||||
| SG&A expenses | 24,149 | 26,000 | 28,000 | ||||||
| Loss from operations | (20,692 | ) | (103,000 | ) | (113,000 | ) | |||
| Interest expense | 21,680 | 38,000 | 40,000 | ||||||
| Interest and other income | 13,942 | 12,500 | 13,500 | ||||||
| Loss before taxes | (28,430 | ) | (128,500 | ) | (139,500 | ) | |||
| Income tax benefit | (12,974 | ) | (50,000 | ) | (50,000 | ) | |||
| Net loss | $ | (15,456 | ) | $ | (78,500 | ) | $ | (89,500 | ) |
| Loss per diluted share | $ | (0.30 | ) | $ | (1.39 | ) | $ | (1.58 | ) |
| Selected Balance Sheet Data (as of end of period): | |||||||||
| Cash and cash equivalents | $ | 30,714 | $ | 25,000 | $ | 27,000 | |||
| Total assets | 973,517 | 970,000 | 975,000 | ||||||
| Total debt | 409,060 | 430,000 | 435,000 | ||||||
| Stockholders’ equity | 434,185 | 439,000 | 428,000 | ||||||
| Horsehead Holding Corp. | |||
| (Name of Registrant as Specified in Charter) | |||
| has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. | |||
| Date: | March 1, 2016 | Horsehead Holding Corp. By: /s/ Robert D. Scherich | |
Name: Robert D. Scherich Title: Vice President and Chief Financial Officer | |||
ATTENTION Intentional misstatements of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
