|
| | | | |
UNITED STATES BANKRUPTCY COURT | EXHIBIT 99.1 |
FOR THE DISTRICT OF DELAWARE | |
| | | | |
In re: HORSEHEAD HOLDING CORP | | Case No. 16-10287, 288, 289, 290, 291 |
Debtor | | Reporting Period: March 1 - March 31, 2016 |
| | | | |
MONTHLY OPERATING REPORT |
File with Court and submit copy to United States Trustee within 20 days after end of month |
| | | | |
Submit copy of report to any official committee appointed in the case. |
| | | | |
| | Document | Explanation | Affidavit/Supplement Attached |
REQUIRED DOCUMENTS | Form No. | Attached | Attached |
Schedule of Cash Receipts and Disbursements | MOR-1 | x | | |
Bank Reconciliation (or copies of debtor's bank reconciliations) | MOR-1a | | x | |
Schedule of Professional Fees Paid | MOR-1b | x | | |
Copies of bank statements | | | x | |
Cash disbursements journals | | | x | |
Statement of Operations | MOR-2 | x | | |
Balance Sheet | MOR-3 | x | | |
Status of Postpetition Taxes | MOR-4 | x | | |
Copies of IRS Form 6123 or payment receipt | | n/a | | |
Copies of tax returns filed during reporting period | | n/a | | |
Summary of Unpaid Postpetition Debts | MOR-4 | x | | |
Listing of aged accounts payable | MOR-4 | x | | |
Accounts Receivable Reconciliation and Aging | MOR-5 | x | | |
Debtor Questionnaire | MOR-5 | x | | |
| | | | |
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents |
are true and correct to the best of my knowledge and belief. |
| | | | |
Signature of Debtor | Date | | | |
| | | | |
Signature of Joint Debtor | Date | | | |
| | | | |
/s/ Timothy D. Boates | 4/21/16 | | | |
Signature of Authorized Individual* | Date | | | |
| | | | |
Timothy D. Boates | Chief Restructuring Officer | | |
| | |
Printed Name of Authorized Individual | Title of Authorized Individual | | |
| | | | |
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor |
is a partnership; a manager or member if debtor is a limited liability company. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In re: HORSEHEAD HOLDING CORP | Debtor | | | MOR-1 | | | | | | Case No. 16-10287, 288, 289, 290, 291 | |
| | | | | | | | | | | | | | | Reporting Period: March 1 - March 31, 2016 |
SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS |
Amounts reported should be per the debtor's books, not the bank statement. The beginning cash should be the ending cash from the prior month or, if this is the |
first report, the amount should be the balance on the date the petition was filed. The amounts reported in the "CURRENT MONTH - ACTUAL" column must |
equal the sum of the four bank account columns. The amounts reported in the "PROJECTED" columns should be taken from the SMALL BUSINESS INITIAL |
REPORT (FORM IR-1) . Attach copies of the bank statements and the cash disbursements journal. The total disbursements listed in the disbursements journal |
must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account. [See MOR-1 (CON'T)] |
| | | | | | | | | | | | | | | | | | | | | |
| | 16-10287 HORSEHEAD HOLDINGS CORPORATION | 16-10288 HORSEHEAD CORPORATION | 16-10290 Inmetco | 16-10291 Zochem | |
| | WFC -2552 | PNC -3765 | TOTAL | PNC -3127 | WFC -9756 | WFC 6331 | PNC -7517 | PNC -7525 | WFC -1949 | TOTAL | WFC -4964 | WFC -5018 | WFC -0254 | TOTAL | PNC -6944 | PNC -6952 | SB -5117 | SB -0918 | TOTAL | GRAND |
| | | | | | | | | | | | | | | | | | | | | |
BEGINNING BALANCE | 5,612,527 | 1,397,144 | 7,009,671 |
| (208,241) | 968,380 |
| — |
| 10,056,451 |
| — |
| — |
| 10,816,591 |
| — |
| 2,890,122 |
| (72,000 | ) | 2,818,122 |
| 1,499,459 |
| — |
| 582,041 |
| 1,165,802 |
| 3,247,302 |
| 23,891,685 |
|
| | | | | | | | | | | | | | |
|
| | | | | | — |
|
CASH RECEIPTS | | | | | | | | | | | | | |
|
| | | | | | — |
|
Trade Receipts | — |
| — |
| — |
| — |
| 222,520 |
| 9,168,170 |
| — |
| 4,641,320 |
| — |
| 14,032,010 |
| — |
| 2,585,100 |
| — |
| 2,585,100 |
| — |
| 5,823,612 |
| 199,318 |
| 2,140,624 |
| 8,163,553 |
| 24,780,663 |
|
Other Receipts | 4,000,807 |
| 139 |
| 4,000,946 |
| — |
| 258 |
| — |
| — |
| — |
| — |
| 258 |
| — |
| 150 |
| — |
| 150 |
| — |
| — |
| 793,540 |
| — |
| 793,540 |
| 4,794,894 |
|
TOTAL RECEIPTS | 4,000,807 |
| 139 |
| 4,000,946 |
| — |
| 222,779 |
| 9,168,170 |
| — |
| 4,641,320 |
| — |
| 14,032,269 |
| — |
| 2,585,250 |
| — |
| 2,585,250 |
| — |
| 5,823,612 |
| 992,857 |
| 2,140,624 |
| 8,957,093 |
| 29,575,557 |
|
| | | | | | | | | | | | | | | | | | | | | |
CASH DISBURSEMNTS | | | | | | | | | | | | | | | | | | | | |
Purchases | 2,992,786 |
| — |
| 2,992,786 |
| 501,901 |
| — |
| — |
| — |
| — |
| — |
| 501,901 |
| 15,705 |
| 85,722 |
| 30,598 |
| 132,026 |
| 6,262,545 |
| — |
| 88,778 |
| 2,016,788 |
| 8,368,112 |
| 11,994,824 |
|
Payroll & Taxes | 10,734 |
| — |
| 10,734 |
| 63,936 |
| 3,370,890 |
| — |
| — |
| — |
| 92,410 |
| 3,527,236 |
| 78,623 |
| 415 |
| 5,040 |
| 84,078 |
| — |
| — |
| 264,414 |
| — |
| 264,414 |
| 3,886,461 |
|
Benefits | 1,065,492 |
| — |
| 1,065,492 |
| 11,454 |
| 92,109 |
| — |
| — |
| — |
| — |
| 103,562 |
| — |
| — |
| 40,000 |
| 40,000 |
| — |
| — |
| 28,816 |
| — |
| 28,816 |
| 1,237,870 |
|
Contract Services | 773,912 |
| — |
| 773,912 |
| 659,565 |
| 198 |
| — |
| — |
| — |
| — |
| 659,763 |
| — |
| 14,459 |
| 300,128 |
| 314,586 |
| — |
| — |
| 33,124 |
| — |
| 33,124 |
| 1,781,386 |
|
Freight | 3,389,934 |
| — |
| 3,389,934 |
| 421,234 |
| — |
| — |
| — |
| — |
| — |
| 421,234 |
| 16,579 |
| 18,751 |
| 53,345 |
| 88,675 |
| 24,597 |
| — |
| 294,284 |
| 125,055 |
| 443,936 |
| 4,343,779 |
|
Insurance | 491,086 |
| — |
| 491,086 |
| 26,669 |
| — |
| — |
| — |
| — |
| — |
| 26,669 |
| — |
| — |
| 6,363 |
| 6,363 |
| — |
| — |
| — |
| — |
| — |
| 524,118 |
|
Utilities | 34,281 |
| — |
| 34,281 |
| 650,395 |
| — |
| — |
| — |
| — |
| — |
| 650,395 |
| — |
| — |
| 112,501 |
| 112,501 |
| — |
| — |
| 161,664 |
| — |
| 161,664 |
| 958,841 |
|
Supplies | 382,819 |
| — |
| 382,819 |
| 579,677 |
| — |
| — |
| — |
| — |
| — |
| 579,677 |
| 1,370 |
| 204,040 |
| 206,083 |
| 411,493 |
| — |
| — |
| 127,338 |
| 150,026 |
| 277,364 |
| 1,651,353 |
|
Miscellaneous | 11,318 |
| — |
| 11,318 |
| 181,268 |
| 39,920 |
| — |
| 17,631 |
| — |
| — |
| 238,819 |
| — |
| 3,684 |
| 4,293 |
| 7,977 |
| 8,000 |
| — |
| 64,251 |
| 25,747 |
| 97,998 |
| 356,112 |
|
Other Operating Costs | 27,184 |
| — |
| 27,184 |
| 114,523 |
| — |
| — |
| — |
| — |
| — |
| 114,523 |
| — |
| — |
| 7,904 |
| 7,904 |
| — |
| — |
| 110,843 |
| 22,584 |
| 133,427 |
| 283,038 |
|
Leases | 25,324 |
| — |
| 25,324 |
| 300,205 |
| 5,400 |
| — |
| — |
| — |
| — |
| 305,604 |
| — |
| — |
| 782 |
| 782 |
| — |
| — |
| — |
| — |
| — |
| 331,711 |
|
DIP fees | 429,222 |
| — |
| 429,222 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 429,222 |
|
Professional Fees | 610,698 |
| — |
| 610,698 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 610,698 |
|
PNC Facility Repayment | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Macquarie interest | 194,469 |
| — |
| 194,469 |
| — |
| — |
| — |
| — |
| — |
| — |
| | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 194,469 |
|
Utility Deposits | (170,720 | ) | — |
| (170,720 | ) | 212,142 |
| — |
| — |
| — |
| — |
| — |
| 212,142 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 41,422 |
|
503(b)(9) Payments | 197,338 |
| — |
| 197,338 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 197,338 |
|
CapEx | 220,129 |
| — |
| 220,129 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 92,566 |
| 89,740 |
| 182,306 |
| — |
| — |
| — |
| — |
| — |
| 402,434 |
|
Critical Vendors - Freight | 491,250 |
| — |
| 491,250 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 29,308 |
| — |
| — |
| 29,308 |
| — |
| — |
| 90,574 |
| — |
| 90,574 |
| 611,132 |
|
TOTAL DISBURSEMENTS | 11,177,258 |
| — |
| 11,177,258 |
| 3,722,967 |
| 3,508,517 |
| — |
| 17,631 |
| — |
| 92,410 |
| 7,341,525 |
| 141,585 |
| 419,636 |
| 856,776 |
| 1,417,997 |
| 6,295,142 |
| — |
| 1,264,087 |
| 2,340,200 |
| 9,899,429 |
| 29,836,209 |
|
| | | | | | | | | | | | | | | | | | | | | |
Bank Account Transfers | 2,000,000 |
| | 2,000,000 |
| 4,055,000 |
| 9,075,014 |
| (9,168,170 | ) | (1,413,680 | ) | (4,641,320 | ) | 93,156 |
| (2,000,000 | ) | 4,169,705 |
| (5,055,736 | ) | 886,031 |
| — |
| 5,823,612 |
| (5,823,612 | ) | — |
| — |
| — |
| — |
|
| | | | | | | | | | | | | | | | | | | | | |
ENDING BOOK BALANCE | 436,076 |
| 1,397,283 |
| 1,833,359 |
| 123,792 |
| 6,757,655 |
| — |
| 8,625,140 |
| — |
| 746 |
| 15,507,334 |
| 4,028,119 |
| — |
| (42,745 | ) | 3,985,374 |
| 1,027,929 |
| — |
| 310,812 |
| 966,226 |
| 2,304,966 |
| 23,631,034 |
|
| | | | | | | | | | | | | | | | | | | | | |
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES: (FROM CURRENT MONTH ACTUAL COLUMN) |
TOTAL DISBURSEMENTS | 11,177,258 |
| | | | | | | 7,341,525 |
| | | | 1,417,997 |
| | | | | 9,899,429 |
| 29,836,209 |
|
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS | — |
| | | | | | | — |
| | | | — |
| | | | | — |
| — |
|
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES | — |
| | | | | | | — |
| | | | — |
| | | | | — |
| — |
|
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | 11,177,258 |
| | | | | | | 7,341,525 |
| | | | 1,417,997 |
| | | | | 9,899,429 |
| 29,836,209 |
|
|
| | | | | | | | | | | |
In re: HORSEHEAD HOLDING CORP | MOR-1 | | Case No. 16-10287, 288, 289, 290, 291 |
| | | Case to Date | | Reporting Period: March 1 - March 31, 2016 |
| | | | |
| | CASE TO DATE (2/2/2016 - 3/31/2016) |
| | 16-10287 HORSEHEAD HOLDINGS | 16-10288 HORSEHEAD CORPORATION | 16-10290 INMETCO | 16-10291 Zochem | TOTAL |
BEGINNING BOOK BALANCE | 77,976 |
| 1,359,201 |
| — |
| 1,188,708 |
| 2,625,886 |
|
| | | | | |
CASH RECEIPTS | | | | | |
| Trade Receipts | 2,686,953 |
| 26,146,833 |
| 5,576,248 |
| 15,701,876 |
| 50,111,910 |
|
| Other Receipts | 19,773,994 |
| 278 |
| 150 |
| 20,313,573 |
| 40,087,995 |
|
| TOTAL RECEIPTS | 22,460,947 |
| 26,147,111 |
| 5,576,398 |
| 36,015,450 |
| 90,199,905 |
|
| | | | | | |
CASH DISBURSEMENTS | | | | | |
| Purchases | 6,388,606 |
| 881,361 |
| 132,026 |
| 13,837,439 |
| 21,239,432 |
|
| Payroll & Taxes | 66,780 |
| 6,319,011 |
| 173,122 |
| 462,415 |
| 7,021,328 |
|
| Benefits | 1,550,682 |
| 113,934 |
| 40,000 |
| 248,285 |
| 1,952,901 |
|
| Contract Services | 1,073,170 |
| 833,854 |
| 314,586 |
| 33,189 |
| 2,254,800 |
|
| Freight | 3,855,557 |
| 1,110,443 |
| 88,675 |
| 510,629 |
| 5,565,304 |
|
| Insurance | 1,250,475 |
| 77,528 |
| 6,363 |
| — |
| 1,334,366 |
|
| Utilities | 434,379 |
| 652,095 |
| 112,501 |
| 309,312 |
| 1,508,286 |
|
| Supplies | 814,864 |
| 614,149 |
| 411,493 |
| 314,917 |
| 2,155,423 |
|
| Miscellaneous | 283,320 |
| 325,887 |
| 19,958 |
| 109,722 |
| 738,888 |
|
| Other Operating Costs | 90,743 |
| 941,071 |
| 79,904 |
| 286,198 |
| 1,397,916 |
|
| Leases | 25,324 |
| 311,004 |
| 782 |
| — |
| 337,110 |
|
| DIP Fees | 429,222 |
| — |
| — |
| — |
| 429,222 |
|
| Moelis & Company LLC | — |
| — |
| — |
| — |
| — |
|
| RAS Management Advisors | — |
| — |
| — |
| — |
| — |
|
| Professional Fees | 1,672,786 |
| — |
| — |
| — |
| 1,672,786 |
|
| PNC Facility Repayment | — |
| — |
| — |
| 18,677,793 |
| 18,677,793 |
|
| Macquarie Interest | 194,469 |
| — |
| — |
| — |
| 194,469 |
|
| Utility Deposits | (370,720 | ) | 993,642 |
| — |
| — |
| 622,922 |
|
| 503(b)(9) Payments | 197,338 |
| — |
| — |
| — |
| 197,338 |
|
| CapEX | 220,129 |
| — |
| 182,306 |
| — |
| 402,434 |
|
| Critical Vendors - Freight | 1,353,439 |
| — |
| 29,308 |
| 109,292 |
| 1,492,039 |
|
| TOTAL DISBURSEMENTS | 19,530,565 |
| 13,173,978 |
| 1,591,023 |
| 34,899,191 |
| 69,194,757 |
|
| | | | | | |
| TRANSFER IN | | | | | |
| TRANSFER OUT | | | | | |
| MANUAL TRANSFERS | | | | | |
| Bank Account Transfers | (1,175,000 | ) | 1,175,000 |
| — |
| — |
| — |
|
| | | | | | |
ENDING BOOK BALANCE | 1,833,359 |
| 15,507,334 |
| 3,985,374 |
| 2,304,966 |
| 23,631,034 |
|
|
| | | | | | | | | | | | | | | | | | | |
In re: HORSEHEAD HOLDING CORP | MOR-1b | Case No. 16-10287, 288, 289, 290, 291 |
Debtor | | | | | | Reporting Period: March 1 - March 31, 2016 |
| | | | | | | | | |
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES PAID |
This schedule is to include all retained professional payments from case inception to current month |
| | | | | | | | | |
Payee | Period Covered | Amount Approved | | Check | Amount Paid | Year-To-Date |
Payor | # | Date | Fees | Expenses | Fees | Expenses |
| | | | | | | | | |
RAS Management Advisors, LLC | WE 2/06/16 | $ | 56,554 |
| HHC | WT | 3/16/16 | $ | 52,950 |
| $ | 3,604 |
| | |
| WE 2/13/16 | $ | 69,685 |
| HHC | WT | 3/16/16 | $ | 63,000 |
| $ | 6,865 |
| | |
| WE 2/20/16 | $ | 72,085 |
| HHC | WT | 3/16/16 | $ | 65,125 |
| $ | 6,960 |
| | |
| WE 2/27/16 | $ | 72,281 |
| HHC | WT | 3/16/16 | $ | 66,775 |
| $ | 5,506 |
| | |
| WE 3/05/16 | $ | 74,313 |
| HHC | WT | 3/16/16 | $ | 67,450 |
| $ | 6,863 |
| | |
| WE 3/12/16 | $ | 61,610 |
| HHC | WT | 3/16/16 | $ | 58,075 |
| $ | 3,535 |
| $ | 373,375 |
| $ | 33,333 |
|
| WE 3/19/16 | $ | 78,345 |
| HHC | WT | 3/22/16 | $ | 71,475 |
| $ | 6,870 |
| $ | 444,850 |
| $ | 40,203 |
|
| | | | | | | | | |
| | | | | | | | | |
| | | HHC = Horsehead Holding Corp. | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In re. HORSEHEAD HOLDING CORP. | | | | | MOR - 2 | | | | Case No. 16-10287, 288, 289, 290, 291 | |
Debtor | | | MTD | | Reporting Period: March 1 - 31, 2016 | |
| | | | | | | | | | | | | | | |
Horsehead Holding Corp. and Subsidiaries | |
CONSOLIDATING STATEMENTS OF OPERATIONS | |
DEBTOR IN POSSESSION | | |
For the month ended March 31, 2016 (UNAUDITED) | | |
(Amounts in thousands, except per share amounts) | | |
| | | | | | | | | | | | | | | |
| Horsehead | | | | | | | | | | | | | | |
| Holding | | Horsehead | | | | | | | | | | | | |
| Corp. | | Corporation | | HMP | | INMETCO | | Zochem | | Eliminations | | Consolidated | | |
| | | | | | | | | | | | | | | |
Net sales of zinc material and other goods | $ | — |
| | $ | 9,457 |
| | $ | 1,490 |
| | $ | — |
| | $ | 10,258 |
| | $ | — |
| | $ | 21,205 |
| | |
Net sales of nickel based material and other services | — |
| | — |
| | — |
| | 2,684 |
| | — |
| | — |
| | 2,684 |
| | |
EAF dust service fees | — |
| | 3,327 |
| | — |
| | — |
| | — |
| | (88 | ) | | 3,239 |
| | |
Net sales | — |
| | 12,784 |
| | 1,490 |
| | 2,684 |
| | 10,258 |
| | (88 | ) | | 27,128 |
| | |
Cost of sales of zinc material and other goods | — |
| | 9,619 |
| | 4,022 |
| | — |
| | 9,723 |
| | — |
| | 23,364 |
| | |
Cost of sales of nickel based material and other services | — |
| | — |
| | — |
| | 2,710 |
| | — |
| | (88 | ) | | 2,622 |
| | |
Cost of EAF dust services | — |
| | 2,194 |
| | — |
| | — |
| | — |
| | — |
| | 2,194 |
| | |
Fire related costs | — |
| | — |
| | — |
| | 460 |
| | — |
| | — |
| | 460 |
| | |
Insurance claim income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | |
Cost of sales (excluding depreciation and amortization) | — |
| | 11,813 |
| | 4,022 |
| | 3,170 |
| | 9,723 |
| | (88 | ) | | 28,640 |
| | |
Depreciation and amortization | — |
| | 1,192 |
| | 2,559 |
| | 251 |
| | 187 |
| | — |
| | 4,189 |
| | |
Selling, general and administrative expenses | 59 |
| | 1,043 |
| | 48 |
| | 82 |
| | 166 |
| | — |
| | 1,398 |
| | |
Total costs and expenses | 59 |
| | 14,048 |
| | 6,629 |
| | 3,503 |
| | 10,076 |
| | (88 | ) | | 34,227 |
| | |
Income from operations | (59 | ) | | (1,264 | ) | | (5,139 | ) | | (819 | ) | | 182 |
| | — |
| | (7,099 | ) | | |
Equity in income of subsidiary, net of taxes | (1,758 | ) | | — |
| | — |
| | — |
| | — |
| | 1,758 |
| | — |
| | |
Other income ( expense) | | | | | | | | | | | | | | | |
Interest expense | (1,944 | ) | | (872 | ) | | (1 | ) | | (38 | ) | | (296 | ) | | 91 |
| | (3,060 | ) | | |
Interest and other income | 90 |
| | — |
| | — |
| | — |
| | — |
| | (91 | ) | | (1 | ) | | |
Other income (expense) | — |
| | 3 |
| | — |
| | 112 |
| | (37 | ) | | — |
| | 78 |
| | |
Total other income (expense) | (1,854 | ) | | (869 | ) | | (1 | ) | | 74 |
| | (333 | ) | | — |
| | (2,983 | ) | | |
REORGANIZATION ITEMS, NET | (7,782 | ) | | — |
| | — |
| | — |
| | (511 | ) | | — |
| | (8,293 | ) | | |
Income before income taxes | (11,453 | ) | | (2,133 | ) | | (5,140 | ) | | (745 | ) | | (662 | ) | | 1,758 |
| | (18,375 | ) | | |
Income tax provision | — |
| | (6,449 | ) | | — |
| | (311 | ) | | (162 | ) | | — |
| | (6,922 | ) | | |
NET INCOME(LOSS) | $ | (11,453 | ) | | $ | 4,316 |
| | $ | (5,140 | ) | | $ | (434 | ) | | $ | (500 | ) | | $ | 1,758 |
| | $ | (11,453 | ) | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
NOTE: HORSEHEAD CORP. INCLUDES NON-DEBTOR BALANCES (CHR & HZR) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In re. HORSEHEAD HOLDING CORP. | | | MOR - 2 | | | | | | Case No. 16-10287, 288, 289, 290, 291 | |
Debtor | Cumulative Since Filing | | | | Reporting Period: March 1 - 31, 2016 | |
| | | | | | | | | | | | | | | |
Horsehead Holding Corp. and Subsidiaries | |
CONSOLIDATING STATEMENTS OF OPERATIONS | |
DEBTOR IN POSSESSION | | |
For the month ended March 31, 2016 (UNAUDITED) | | |
(Amounts in thousands, except per share amounts) | | |
| | | | | | | | | | | | | | | |
| Horsehead | | | | | | | | | | | | | | |
| Holding | | Horsehead | | | | | | | | | | | | |
| Corp. | | Corporation | | HMP | | INMETCO | | Zochem | | Eliminations | | Consolidated | | |
| | | | | | | | | | | | | | | |
Net sales of zinc material and other goods | $ | — |
| | $ | 17,852 |
| | $ | 4,040 |
| | $ | — |
| | $ | 18,372 |
| | $ | — |
| | $ | 40,264 |
| | |
Net sales of nickel based material and other services | — |
| | — |
| | — |
| | 6,118 |
| | — |
| | — |
| | 6,118 |
| | |
EAF dust service fees | — |
| | 6,614 |
| | — |
| | — |
| | — |
| | (186 | ) | | 6,428 |
| | |
Net sales | — |
| | 24,466 |
| | 4,040 |
| | 6,118 |
| | 18,372 |
| | (186 | ) | | 52,810 |
| | |
Cost of sales of zinc material and other goods | — |
| | 16,720 |
| | 8,532 |
| | — |
| | 17,263 |
| | — |
| | 42,515 |
| | |
Cost of sales of nickel based material and other services | — |
| | — |
| | — |
| | 4,993 |
| | — |
| | (186 | ) | | 4,807 |
| | |
Cost of EAF dust services | — |
| | 4,573 |
| | — |
| | — |
| | — |
| | — |
| | 4,573 |
| | |
Fire related costs | — |
| | — |
| | — |
| | 614 |
| | — |
| | — |
| | 614 |
| | |
Insurance claim income | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | |
Cost of sales (excluding depreciation and amortization) | — |
| | 21,293 |
| | 8,532 |
| | 5,607 |
| | 17,263 |
| | (186 | ) | | 52,509 |
| | |
Depreciation and amortization | — |
| | 2,372 |
| | 5,119 |
| | 503 |
| | 374 |
| | — |
| | 8,368 |
| | |
Selling, general and administrative expenses | 77 |
| | 2,406 |
| | 106 |
| | 335 |
| | 310 |
| | — |
| | 3,234 |
| | |
Total costs and expenses | 77 |
| | 26,071 |
| | 13,757 |
| | 6,445 |
| | 17,947 |
| | (186 | ) | | 64,111 |
| | |
Income from operations | (77 | ) | | (1,605 | ) | | (9,717 | ) | | (327 | ) | | 425 |
| | — |
| | (11,301 | ) | | |
Equity in income of subsidiary, net of taxes | (7,544 | ) | | — |
| | — |
| | — |
| | — |
| | 7,544 |
| | — |
| | |
Other income ( expense) | | | | | | | | | | | | | | | |
Interest expense | (2,548 | ) | | (2,718 | ) | | (1 | ) | | (75 | ) | | (469 | ) | | 179 |
| | (5,632 | ) | | |
Interest and other income | 180 |
| | 2 |
| | — |
| | — |
| | — |
| | (179 | ) | | 3 |
| | |
Other income (expense) | — |
| | 5 |
| | — |
| | 112 |
| | (56 | ) | | — |
| | 61 |
| | |
Total other income (expense) | (2,368 | ) | | (2,711 | ) | | (1 | ) | | 37 |
| | (525 | ) | | — |
| | (5,568 | ) | | |
REORGANIZATION ITEMS, NET | (11,596 | ) | | (4,790 | ) | | — |
| | — |
| | (1,065 | ) | | — |
| | (17,451 | ) | | |
Income before income taxes | (21,585 | ) | | (9,106 | ) | | (9,718 | ) | | (290 | ) | | (1,165 | ) | | 7,544 |
| | (34,320 | ) | | |
Income tax provision | — |
| | (12,325 | ) | | — |
| | (132 | ) | | (278 | ) | | — |
| | (12,735 | ) | | |
NET INCOME(LOSS) | $ | (21,585 | ) | | $ | 3,219 |
| | $ | (9,718 | ) | | $ | (158 | ) | | $ | (887 | ) | | $ | 7,544 |
| | $ | (21,585 | ) | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
NOTE: HORSEHEAD CORP. INCLUDES NON-DEBTOR BALANCES (CHR & HZR) |
|
| | | | | | | | | |
In re. HORSEHEAD HOLDING CORP | MOR -2 | | Case No. 16-10287, 288, 289, 290, 291 |
Debtor | | CONT | | Reporting period: March 1 - 31, 2016 |
| | | | | | |
INCOME (EXPENSE) |
REORGANIZATION CHARGES |
| | | | | | |
| FEBRUARY | MARCH | | FEB + MAR | | |
HHC | | | | | | |
Professional Fee | (2,544 | ) | (7,782 | ) | | (10,326 | ) | | SG&A |
Interest Expense | (1,270 | ) | — |
| | (1,270 | ) | | Int Exp |
| | | | | | |
| (3,814 | ) | (7,782 | ) | | (11,596 | ) | | |
| | | | | | |
HORSEHEAD | | | | | | |
Hedges | 49 |
| — |
| | 49 |
| | Sales |
Interest Exp | (4,839 | ) | — |
| | (4,839 | ) | | Int Exp |
| | | | | | |
| (4,790 | ) | — |
| | (4,790 | ) | | |
| | | | | | |
HMP | | | | | | |
Other Income | — |
| — |
| | — |
| | Oth Inc |
| | | | | | |
| | | | | | |
INMETCO | | | | | | |
Hedges | — |
| — |
| | — |
| | COS |
| | | | | | |
| | | | | | |
ZOCHEM | | | | | | |
Hedges | (49 | ) | — |
| | (49 | ) | | Sales |
Profess Fee/Other | (360 | ) | (511 | ) | | (871 | ) | | SG&A |
Interest Exp | (145 | ) | — |
| | (145 | ) | | Int Exp |
| | | | | | |
| (554 | ) | (511 | ) | | (1,065 | ) | | |
| | | | | | |
TOTAL | (9,158 | ) | (8,293 | ) | | (17,451 | ) | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In re. HORSEHEAD HOLDING CORP. | | | MOR-3 | | | | | | CASE no: 16-10287, 288, 289, 290, 291 |
Debtor | | | | | | | | | Reporting Period: March 1 - 31, 2016 | | |
Horsehead Holding Corp. and Subsidiaries | |
CONSOLIDATING BALANCE SHEETS | | | |
DEBTOR IN POSSESSION | | | |
March 31, 2016 (UNAUDITED) | | | |
(Amounts in thousands, except per share amounts) | | | |
| | | Horsehead | | Horsehead | | | | | | | | | | |
ASSETS | | | Holding Corp. | | Corporation | | HMP | | Zochem | | INMETCO | | Eliminations | | Consolidated |
Current assets | | | | | | | | | | | | | | | |
Cash and cash equivalents | | | $ | 2,001 |
| | $ | 15,807 |
| | $ | — |
| | $ | 2,988 |
| | $ | 3,964 |
| | $ | — |
| | $ | 24,760 |
|
Accounts receivable, net of allowance | | | 309 |
| | 10,668 |
| | 5,465 |
| | 18,140 |
| | 6,382 |
| | (532 | ) | | 40,432 |
|
Inventories, net | | | — |
| | 12,160 |
| | 6,705 |
| | 10,026 |
| | 5,611 |
| | — |
| | 34,502 |
|
Prepaid expenses and other current assets | | | 2,106 |
| | 12,119 |
| | — |
| | 783 |
| | 380 |
| | (6,972 | ) | | 8,416 |
|
Deferred income taxes | | | — |
| | 5,457 |
| | — |
| | 24 |
| | 301 |
| | — |
| | 5,782 |
|
| | | | | | | | | | | | | | | |
Total current assets | | | 4,416 |
| | 56,211 |
| | 12,170 |
| | 31,961 |
| | 16,638 |
| | (7,504 | ) | | 113,892 |
|
| | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | — |
| | 137,865 |
| | 577,533 |
| | 24,389 |
| | 31,604 |
| | — |
| | 771,391 |
|
| | | | | | | | | | | | | | | |
Other assets | | | | | | | | | | | | | | | |
Intangible assets | | | — |
| | 7,658 |
| | — |
| | 83 |
| | 1,525 |
| | — |
| | 9,266 |
|
Restricted cash | | | — |
| | 7,939 |
| | — |
| | — |
| | — |
| | — |
| | 7,939 |
|
Deferred income taxes | | | — |
| | — |
| | — |
| | — |
| | — |
| | 65,032 |
| | 65,032 |
|
Investment in and advances to subsidiary | | | 732,304 |
| | 22,182 |
| | (700,541 | ) | | 15,499 |
| | 3,344 |
| | (72,788 | ) | | — |
|
Deposits and other | | | 15,041 |
| | 204 |
| | 403 |
| | 877 |
| | 516 |
| | (15,041 | ) | | 2,000 |
|
| | | | | | | | | | | | | | | |
Total other assets | | | 747,345 |
| | 37,983 |
| | (700,138 | ) | | 16,459 |
| | 5,385 |
| | (22,797 | ) | | 84,237 |
|
Total assets | | | $ | 751,761 |
| | $ | 232,059 |
| | $ | (110,435 | ) | | $ | 72,809 |
| | $ | 53,627 |
| | $ | (30,301 | ) | | $ | 969,520 |
|
| | | | | | | | | | | | | | | |
| | | Horsehead | | Horsehead | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | Holding Corp. | | Corporation | | HMP | | Zochem | | INMETCO | | Eliminations | | Consolidated |
| | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | |
Current maturities of long-term debt | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
DEBTOR IN POSSESSION FINANCING | | | — |
| | 23,822 |
| | — |
| | 18,678 |
| | — |
| | — |
| | 42,500 |
|
Accounts payable | | | 7,409 |
| | 3,527 |
| | 5,672 |
| | 1,805 |
| | 2,333 |
| | (532 | ) | | 20,214 |
|
Accrued expenses | | | — |
| | 13,025 |
| | 100 |
| | 624 |
| | 2,608 |
| | 132 |
| | 16,489 |
|
Income Taxes Payable | | | — |
| | (62,551 | ) | | — |
| | 318 |
| | 199 |
| | 62,034 |
| | — |
|
Total current liabilities | | | 7,409 |
| | (22,177 | ) | | 5,772 |
| | 21,425 |
| | 5,140 |
| | 61,634 |
| | 79,203 |
|
| | | | | | | | | | | | | | | |
LIABILITIES SUBJECT TO COMPROMISE - SECURED DEBT | | | 212,174 |
| | 47,411 |
| | 5,000 |
| | — |
| | — |
| | (15,172 | ) | | 249,413 |
|
LIABILITIES SUBJECT TO COMPROMISE - PRIORITY DEBT | | | — |
| | 1,931 |
| | 167 |
| | 143 |
| | — |
| | — |
| | 2,241 |
|
LIABILITIES SUBJECT TO COMPROMISE - UNSECURED DEBT (AP & AL) | | | 142,930 |
| | 45,475 |
| | 28,925 |
| | 7,502 |
| | 4,823 |
| | — |
| | 229,655 |
|
| | | | | | | | | | | | | | | |
Long-term debt, less current maturities | | | — |
| | — |
| | — |
| | — |
| | 10,000 |
| | (10,000 | ) | | — |
|
Other long-term liabilities | | | — |
| | 13,561 |
| | — |
| | 39 |
| | 1,850 |
| | — |
| | 15,450 |
|
Deferred income taxes | | | — |
| | (7,196 | ) | | — |
| | 1,870 |
| | 9,302 |
| | (3,976 | ) | | — |
|
Commitments and contingencies | | | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | | | |
Horsehead Holding Corp. stockholders' equity: | | | | | | | | | | | | | | | |
Common stock, par value $.01 per share; 100,000 shares | | | | | | | | | | | | | | | |
with voting rights authorized; | | | 602 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 602 |
|
Preferred stock, par value $.01 per share; 10,000 shares | | | | | | | | | | | | | | | |
authorized; no shares issued or outstanding | | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Additional paid-in capital | | | 393,958 |
| | 12,572 |
| | — |
| | — |
| | 29,081 |
| | (41,653 | ) | | 393,958 |
|
Retained earnings | | | (5,312 | ) | | 136,643 |
| | (150,299 | ) | | 41,830 |
| | (6,569 | ) | | (21,134 | ) | | (4,841 | ) |
Total stockholders' equity before noncontrolling interest | | | 389,248 |
| | 149,215 |
| | (150,299 | ) | | 41,830 |
| | 22,512 |
| | (62,787 | ) | | 389,719 |
|
Noncontrolling interest | | | — |
| | 3,839 |
| | — |
| | — |
| | — |
| | — |
| | 3,839 |
|
Total stockholders' equity | | | 389,248 |
| | 153,054 |
| | (150,299 | ) | | 41,830 |
| | 22,512 |
| | (62,787 | ) | | 393,558 |
|
Total liabilities and stockholders' equity | | | $ | 751,761 |
| | $ | 232,059 |
| | $ | (110,435 | ) | | $ | 72,809 |
| | $ | 53,627 |
| | $ | (30,301 | ) | | $ | 969,520 |
|
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
NOTE: HORSEHEAD CORP. INCLUDES NON-DEBTOR BALANCES (CHR & HZR) |
|
| | | | | | | | | | | | |
In re: HORSEHEAD HOLDING CORP | MOR-4 | Case No. 16-10287, 288, 289, 290, 291 |
| Debtor | | | Reporting Period: March 1 - March 31, 2016 |
| | | | | | |
STATUS OF POSTPETITION TAXES |
| | | | | | |
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero. |
Attach photocopies of IRS Form 6123 or payment receipt to verify payment or deposit of federal payroll taxes. |
Attach photocopies of any tax returns filed during the reporting period. |
| Beginning | Amount | | | | Ending |
| Tax | Withheld or | Amount | Date | Check No. | Tax |
Federal | Liability | Accrued | Paid | Paid | or EFT | Liability |
Withholding | 30,822 |
| 442,199 |
| 461,294 |
| Various dates | EFT (payroll provider) | 11,727 |
|
FICA-Employee | — |
| 241,454 |
| 241,454 |
| Various dates | EFT (payroll provider) | — |
|
FICA-Employer | 72,000 |
| 248,775 |
| 241,454 |
| Various dates | EFT (payroll provider) | 79,321 |
|
Unemployment | 1,515 |
| 10,421 |
| 10,515 |
| Various dates | EFT (payroll provider) | 1,421 |
|
Income | — |
| — |
| — |
| | | — |
|
Other:_________________ | — |
| — |
| — |
| | | — |
|
Total Federal Taxes | 104,337 |
| 942,849 |
| 954,717 |
| | | 92,469 |
|
State and Local | | | | | | |
Withholding | — |
| 91,500 |
| 91,500 |
| Various dates | EFT (payroll provider) | — |
|
Sales | 29,715 |
| — |
| 630 |
| | | 29,085 |
|
Excise | — |
| — |
| — |
| | | — |
|
Unemployment | 16,318 |
| 45,945 |
| 46,161 |
| Various dates | EFT (payroll provider) | 16,102 |
|
Real Property | 166,700 |
| 188,165 |
| 22,206 |
| 2/12/2016 | #29629 | 332,659 |
|
Personal Property | — |
| — |
| — |
| | | — |
|
Other:_________________ | — |
| — |
| — |
| | | — |
|
Total State and Local | 212,733 |
| 325,610 |
| 160,497 |
| | | 377,846 |
|
Total Taxes | 317,070 |
| 1,268,459 |
| 1,115,214 |
| — |
| | 470,315 |
|
| | | | | | |
SUMMARY OF UNPAID POSTPETITION DEBTS |
Attach aged listing of accounts payable. | | | |
| | Number of Days Past Due | |
| Current |
| 0-30 |
| 31-60 |
| 61-90 |
| Over 90 |
| Total |
|
Accounts Payable | 10,469,000 |
| — |
| — |
| — |
| — |
| 10,469,000 |
|
Wages Payable | 3,882,000 |
| — |
| — |
| — |
| — |
| 3,882,000 |
|
Taxes Payable | 470,315 |
| — |
| — |
| — |
| — |
| 470,315 |
|
Rent/Leases-Building | — |
| — |
| — |
| — |
| — |
| — |
|
Rent/Leases-Equipment | — |
| — |
| — |
| — |
| — |
| — |
|
Secured Debt/Adequate Protection Payments | — |
| — |
| — |
| — |
| — |
| — |
|
Professional Fees | 7,679,000 |
| — |
| — |
| — |
| — |
| 7,679,000 |
|
Amounts Due to Insiders* | — |
| — |
| — |
| — |
| — |
| — |
|
Other:________________ | | | | | | — |
|
Other:________________ | | | | | | — |
|
Total Postpetition Debts | 22,500,315 |
| — |
| — |
| — |
| — |
| 22,500,315 |
|
| | | | | | |
Explain how and when the Debtor intends to pay any past-due postpetition debts. |
Post petition debts will be paid with operating cash flow and or post petition financing. |
|
| | | | | | | | |
| MOR-5 | | | |
| | | | |
In re: HORSEHEAD HOLDING CORP | Case No. 16-10287, 288, 289, 290, 291 | |
Debtor | Reporting Period: March 1 - March 31, 2016 |
| | | | |
| | | | |
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING |
| | | | |
Accounts Receivable Reconciliation | HH Corp | HMP | Inmetco | Zochem |
Total Accounts Receivable at the beginning of the reporting period | 12,610,790 |
| 6,426,166 |
| 3,602,042 |
| 14,939,178 |
|
+ Amounts billed during the period | 12,844,448 |
| 1,490,553 |
| 4,636,313 |
| 10,209,800 |
|
- Amounts collected during the period | (9,133,149 | ) | (4,898,861 | ) | (2,585,100 | ) | (8,163,553 | ) |
Total Accounts Receivable at the end of the reporting period | 16,322,089 |
| 3,017,858 |
| 5,653,255 |
| 16,985,425 |
|
| | | | |
Accounts Receivable Aging | | | | |
0 - 30 days old | 9,876,369 |
| 1,597,018 |
| 3,397,922 |
| 15,434,809 |
|
31 - 60 days old | 1,238,354 |
| 886,591 |
| 2,449,829 |
| 1,455,978 |
|
61 - 90 days old | 554,704 |
| 102,603 |
| (306,652 | ) | 200,365 |
|
91+ days old | 4,652,662 |
| 431,645 |
| 112,156 |
| (105,727 | ) |
Total Accounts Receivable | 16,322,089 |
| 3,017,857 |
| 5,653,255 |
| 16,985,425 |
|
Amount considered uncollectible (Bad Debt) | (5,766,951 | ) | (239,092 | ) | (15,000 | ) | (70,974 | ) |
Accounts Receivable (Net) | 10,555,138 |
| 2,778,765 |
| 5,638,255 |
| 16,914,451 |
|
| | | | |
DEBTOR QUESTIONNAIRE | |
| | | | |
Must be completed each month | Yes | No | | |
1. Have any assets been sold or transferred outside the normal course of business this reporting period? | | x | | |
If yes, provide an explanation below. | | | |
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | | x | | |
If yes, provide an explanation below. | | | |
3. Have all post petition tax returns been timely filed? If no, provide an explanation below. | x | | | |
| | | | |
4. Are workers compensation, general liability and other necessary insurance coverages in effect? | x | | | |
If no, provide an explanation below. | | | |
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). | x | | | |
If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. | | | |
| | | | |
| | | | |
Re. 5: Debtor opened the following accounts with Wells Fargo during the period. The debtor made the required communications to the US Trustee. |
######4964 - The International Metals Reclamation Company, LLC (DIP) - Operating Account | |
######4980 - Zochem Inc (DIP) - Depository Account | |
######4972 - Zochem Inc (DIP) - Operating Account | |
######0730 - Zochem Inc (DIP) - Accts Pay USD Account | |
HORSEHEAD LETTERHEAD
April 21, 2016
Office of the United States Trustee
944 King Street, Suite 2207, Lockbox 35
Wilmington, DE 19801
Attn: Timothy J. Fox
Subject: Declaration Regarding Bank Account Reconciliations
Horsehead Holding Corp. and certain of its affiliates (the "Debtors"), hereby submit this declaration regarding providing bank statements in lieu of providing bank account reconciliations.
The Debtors have performed all bank account reconciliations in the ordinary course of business. Copies of bank account statements and reconciliations are available for inspection upon request by the United States Trustee's Office.
Pursuant to 28 U.S.C. 1746. I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.
/s/ Timothy Boates
Name: Timothy Boates
Position: Chief Restructuring Officer
Information provided in accordance with Section 5.06 of the $90,000,000 Senior Secured Superpriority Debtor-in-Possession Credit, Security and Guaranty Agreement, Dates as of February 8, 2016 by and among the Debtors and the Lenders thereto.
|
| | | | | | | | | | | | | | | | | | | | | | | |
FINANCIAL INFORMATION REPORT |
| Horsehead Holding Corp. and Subsidiaries | | |
CONSOLIDATING BALANCE SHEETS |
March 31, 2016 |
| | | Horsehead | | | | | | | | |
ASSETS | HHC | | Corporation | | Zochem | | INMETCO | | Eliminations | | Consolidated |
Current assets | | | | | | | | | | | |
Cash and cash equivalents | $ | 2,001 |
| | $ | 15,807 |
| | $ | 2,988 |
| | $ | 3,964 |
| | $ | — |
| | $ | 24,760 |
|
Accounts receivable, net of allowance | 309 |
| | 16,133 |
| | 18,140 |
| | 6,382 |
| | (532 | ) | | 40,432 |
|
Inventories, net | — |
| | 18,865 |
| | 10,026 |
| | 5,611 |
| | — |
| | 34,502 |
|
Prepaid expenses and other current assets | 2,106 |
| | 12,119 |
| | 783 |
| | 380 |
| | (6,972 | ) | | 8,416 |
|
Deferred income taxes | — |
| | 5,457 |
| | 24 |
| | 301 |
| | — |
| | 5,782 |
|
| | | | | | | | | | | |
Total current assets | 4,416 |
| | 68,381 |
| | 31,961 |
| | 16,638 |
| | (7,504 | ) | | 113,892 |
|
Property, plant and equip, net | — |
| | 715,398 |
| | 24,389 |
| | 31,604 |
| | — |
| | 771,391 |
|
Other assets | | | | | | | | | | | |
Intangible assets | — |
| | 7,658 |
| | 83 |
| | 1,525 |
| | — |
| | 9,266 |
|
Restricted cash | — |
| | 7,939 |
| | — |
| | — |
| | — |
| | 7,939 |
|
Deferred income taxes | — |
| | — |
| | — |
| | — |
| | 65,032 |
| | 65,032 |
|
Investment in and advances to subs | 732,304 |
| | (678,359 | ) | | 15,499 |
| | 3,344 |
| | (72,788 | ) | | — |
|
Deposits and other | 15,041 |
| | 607 |
| | 877 |
| | 516 |
| | (15,041 | ) | | 2,000 |
|
| | | | | | | | | | | |
Total other assets | 747,345 |
| | (662,155 | ) | | 16,459 |
| | 5,385 |
| | (22,797 | ) | | 84,237 |
|
Total assets | $ | 751,761 |
| | $ | 121,624 |
| | $ | 72,809 |
| | $ | 53,627 |
| | $ | (30,301 | ) | | $ | 969,520 |
|
| | | | | | | | | | | |
LIABILITIES AND | | | Horsehead | | | | | | | | |
STOCKHOLDERS' EQUITY | HHC | | Corporation | | Zochem | | INMETCO | | Eliminations | | Consolidated |
| | | | | | | | | | | |
Current liabilities | | | | | | | | | | | |
Current maturities of long-term debt | $ | 205,000 |
| | $ | 42,315 |
| | $ | — |
| | $ | — |
| | $ | (15,172 | ) | | $ | 232,143 |
|
DEBTOR IN POSSESSION FINANCING | — |
| | 23,822 |
| | 18,678 |
| | — |
| | — |
| | 42,500 |
|
Accounts payable | 7,409 |
| | 9,199 |
| | 1,805 |
| | 2,333 |
| | (532 | ) | | 20,214 |
|
Accrued expenses | 7,174 |
| | 20,319 |
| | 767 |
| | 2,608 |
| | 132 |
| | 31,000 |
|
Income taxes payable | — |
| | (62,551 | ) | | 318 |
| | 199 |
| | 62,034 |
| | — |
|
Total current liabilities | 219,583 |
| | 33,104 |
| | 21,568 |
| | 5,140 |
| | 46,462 |
| | 325,857 |
|
LIABILITIES SUBJECT TO COMPROMISE | 142,930 |
| | 79,400 |
| | 7,502 |
| | 4,823 |
| | — |
| | 234,655 |
|
Long-term debt, less current | — |
| | — |
| | — |
| | 10,000 |
| | (10,000 | ) | | — |
|
Other long-term liabilities | — |
| | 13,561 |
| | 39 |
| | 1,850 |
| | — |
| | 15,450 |
|
Deferred income taxes | — |
| | (7,196 | ) | | 1,870 |
| | 9,302 |
| | (3,976 | ) | | — |
|
Commitments and contingencies | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | |
Common Stock | 602 |
| | — |
| | — |
| | — |
| | — |
| | 602 |
|
Additional paid-in capital | 393,958 |
| | 12,572 |
| | — |
| | 29,081 |
| | (41,653 | ) | | 393,958 |
|
Retained earnings | (5,312 | ) | | (13,656 | ) | | 41,830 |
| | (6,569 | ) | | (21,134 | ) | | (4,841 | ) |
| | | | | | | | | | | |
Total stockholders' equity before noncontroll int | 389,248 |
| | (1,084 | ) | | 41,830 |
| | 22,512 |
| | (62,787 | ) | | 389,719 |
|
Noncontrolling interest | — |
| | 3,839 |
| | — |
| | — |
| | — |
| | 3,839 |
|
Total stockholders' equity | 389,248 |
| | 2,755 |
| | 41,830 |
| | 22,512 |
| | (62,787 | ) | | 393,558 |
|
Total liabilities and SE | $ | 751,761 |
| | $ | 121,624 |
| | $ | 72,809 |
| | $ | 53,627 |
| | $ | (30,301 | ) | | $ | 969,520 |
|
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
|
| | | | | | | | | | | | | | | |
Horsehead Holding Corp. and Subsidiaries |
| | | | | | | |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(Amounts in thousands, except per share amounts) |
| | | | | | | |
| Month Ended | | Month ended | | YTD ended | | YTD ended |
| March 31 | | March 31 | | March 31 | | March 31 |
| 2016 | | 2015 | | 2016 | | 2015 |
| | | | | | | |
Net sales of zinc material and other goods | $ | 21,205 |
| | $ | 26,352 |
| | $ | 60,574 |
| | $ | 82,668 |
|
Net sales of nickel based material and other services | 2,684 |
| | 4,501 |
| | 8,960 |
| | 10,109 |
|
EAF dust service fees | 3,239 |
| | 3,325 |
| | 9,594 |
| | 9,367 |
|
| | | | | | | |
Net sales | 27,128 |
| | 34,178 |
| | 79,128 |
| | 102,144 |
|
| | | | | | | |
Cost of sales of zinc material and other goods | 23,364 |
| | 31,447 |
| | 72,086 |
| | 91,180 |
|
Cost of sales of nickel based material and other services | 2,622 |
| | 2,634 |
| | 6,778 |
| | 7,621 |
|
Cost of EAF dust services | 2,194 |
| | 2,347 |
| | 6,757 |
| | 7,322 |
|
Fire related costs | 460 |
| | — |
| | 614 |
| | — |
|
| | | | | | | |
| | | | | | | |
Cost of sales (excluding deprec and amortiz) | 28,640 |
| | 36,428 |
| | 86,235 |
| | 106,123 |
|
Depreciation and amortization | 4,189 |
| | 3,964 |
| | 12,547 |
| | 11,841 |
|
Selling, general and administrative expenses | 1,398 |
| | 2,192 |
| | 5,150 |
| | 6,778 |
|
Total costs and expenses | 34,227 |
| | 42,584 |
| | 103,932 |
| | 124,742 |
|
| | | | | | | |
Loss from operations | (7,099 | ) | | (8,406 | ) | | (24,804 | ) | | (22,598 | ) |
| | | | | | | |
Other income (expense) | | | | | | | |
Interest expense | (3,060 | ) | | (3,022 | ) | | (9,150 | ) | | (9,114 | ) |
Interest and other income | (1 | ) | | 4 |
| | 2 |
| | 12 |
|
Other income (expense) | 78 |
| | 463 |
| | 3,035 |
| | 318 |
|
| | | | | | | |
Total other income (expense) | (2,983 | ) | | (2,555 | ) | | (6,113 | ) | | (8,784 | ) |
| | | | | | | |
REORGANIZATION ITEMS, NET | (8,293 | ) | | — |
| | (28,092 | ) | | — |
|
| | | | | | | |
Loss before income taxes | (18,375 | ) | | (10,961 | ) | | (59,009 | ) | | (31,382 | ) |
Income tax benefit | (6,922 | ) | | (3,575 | ) | | (21,894 | ) | | (12,888 | ) |
| | | | | | | |
NET LOSS | $ | (11,453 | ) | | $ | (7,386 | ) | | $ | (37,115 | ) | | $ | (18,494 | ) |
| | | | | | | |
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
|
| | | | | | | | | | | | | | | | | | | | | | | |
Horsehead Holding Corp. and Subsidiaries | | |
CONSOLIDATING STATEMENTS OF OPERATIONS |
For the month ended March 31, 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 | $ | — |
| | $ | 10,947 |
| | $ | — |
| | $ | 10,258 |
| | $ | — |
| | $ | 21,205 |
|
Net sales of nickel based material and other services | — |
| | — |
| | 2,684 |
| | — |
| | — |
| | 2,684 |
|
EAF dust service fees | — |
| | 3,327 |
| | — |
| | — |
| | (88 | ) | | 3,239 |
|
| | | | | | | | | | | |
Net sales | — |
| | 14,274 |
| | 2,684 |
| | 10,258 |
| | (88 | ) | | 27,128 |
|
| | | | | | | | | | | |
Cost of sales of zinc material and other goods | — |
| | 13,641 |
| | — |
| | 9,723 |
| | — |
| | 23,364 |
|
Cost of sales of nickel based material and other services | — |
| | — |
| | 2,710 |
| | — |
| | (88 | ) | | 2,622 |
|
Cost of EAF dust services | — |
| | 2,194 |
| | — |
| | — |
| | — |
| | 2,194 |
|
Fire related costs | — |
| | — |
| | 460 |
| | — |
| | — |
| | 460 |
|
| | | | | | | | | | | |
| | | | | | | | | | | |
Cost of sales (excluding deprec and amortiz) | — |
| | 15,835 |
| | 3,170 |
| | 9,723 |
| | (88 | ) | | 28,640 |
|
Depreciation and amortization | — |
| | 3,751 |
| | 251 |
| | 187 |
| | — |
| | 4,189 |
|
Selling, general and administrative expenses | 59 |
| | 1,091 |
| | 82 |
| | 166 |
| | — |
| | 1,398 |
|
Total costs and expenses | 59 |
| | 20,677 |
| | 3,503 |
| | 10,076 |
| | (88 | ) | | 34,227 |
|
| | | | | | | | | | | |
(Loss) income from operations | (59 | ) | | (6,403 | ) | | (819 | ) | | 182 |
| | — |
| | (7,099 | ) |
| | | | | | | | | | | |
Equity in (loss) income of subsidiary, net of taxes | (1,758 | ) | | — |
| | — |
| | — |
| | 1,758 |
| | — |
|
| | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | |
Interest expense | (1,944 | ) | | (873 | ) | | (38 | ) | | (296 | ) | | 91 |
| | (3,060 | ) |
Interest and other income | 90 |
| | — |
| | — |
| | — |
| | (91 | ) | | (1 | ) |
Other income (expense) | — |
| | 3 |
| | 112 |
| | (37 | ) | | — |
| | 78 |
|
| | | | | | | | | | | |
Total other income (expense) | (1,854 | ) | | (870 | ) | | 74 |
| | (333 | ) | | — |
| | (2,983 | ) |
| | | | | | | | | | | |
REORGANIZATION ITEMS, NET | (7,782 | ) | | — |
| | — |
| | (511 | ) | | — |
| | (8,293 | ) |
| | | | | | | | | | | |
(Loss) income before income taxes | (11,453 | ) | | (7,273 | ) | | (745 | ) | | (662 | ) | | 1,758 |
| | (18,375 | ) |
Income tax (benefit) provision | — |
| | (6,449 | ) | | (311 | ) | | (162 | ) | | — |
| | (6,922 | ) |
| | | | | | | | | | | |
NET (LOSS) INCOME | $ | (11,453 | ) | | $ | (824 | ) | | $ | (434 | ) | | $ | (500 | ) | | $ | 1,758 |
| | $ | (11,453 | ) |
| | | | | | | | | | | |
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
|
| | | | | | | | | | | | | | | | | | | | | | | |
Horsehead Holding Corp. and Subsidiaries | | |
CONSOLIDATING STATEMENTS OF OPERATIONS |
For the three months ended March 31, 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 | $ | — |
| | $ | 32,514 |
| | $ | — |
| | $ | 27,958 |
| | $ | 102 |
| | $ | 60,574 |
|
Net sales of nickel based material and other services | — |
| | — |
| | 8,960 |
| | — |
| | — |
| | 8,960 |
|
EAF dust service fees | — |
| | 9,886 |
| | — |
| | — |
| | (292 | ) | | 9,594 |
|
| | | | | | | | | | | |
Net sales | — |
| | 42,400 |
| | 8,960 |
| | 27,958 |
| | (190 | ) | | 79,128 |
|
| | | | | | | | | | | |
Cost of sales of zinc material and other goods | — |
| | 45,776 |
| | — |
| | 26,208 |
| | 102 |
| | 72,086 |
|
Cost of sales of nickel based material and other services | — |
| | — |
| | 7,070 |
| | — |
| | (292 | ) | | 6,778 |
|
Cost of EAF dust services | — |
| | 6,757 |
| | — |
| | — |
| | — |
| | 6,757 |
|
Fire related costs | — |
| | — |
| | 614 |
| | — |
| | — |
| | 614 |
|
| | | | | | | | | | | |
| | | | | | | | | | | |
Cost of sales (excluding deprec and amortiz) | — |
| | 52,533 |
| | 7,684 |
| | 26,208 |
| | (190 | ) | | 86,235 |
|
Depreciation and amortization | — |
| | 11,232 |
| | 754 |
| | 561 |
| | — |
| | 12,547 |
|
Selling, general and administrative expenses | 238 |
| | 3,891 |
| | 556 |
| | 465 |
| | — |
| | 5,150 |
|
Total costs and expenses | 238 |
| | 67,656 |
| | 8,994 |
| | 27,234 |
| | (190 | ) | | 103,932 |
|
| | | | | | | | | | | |
(Loss) income from operations | (238 | ) | | (25,256 | ) | | (34 | ) | | 724 |
| | — |
| | (24,804 | ) |
| | | | | | | | | | | |
Equity in (loss) income of subsidiary, net of taxes | (17,740 | ) | | — |
| | — |
| | — |
| | 17,740 |
| | — |
|
| | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | |
Interest expense | (5,553 | ) | | (3,196 | ) | | (111 | ) | | (563 | ) | | 273 |
| | (9,150 | ) |
Interest and other income | 273 |
| | 2 |
| | — |
| | — |
| | (273 | ) | | 2 |
|
Other income (expense) | — |
| | 3,003 |
| | 104 |
| | (72 | ) | | — |
| | 3,035 |
|
| | | | | | | | | | | |
Total other income (expense) | (5,280 | ) | | (191 | ) | | (7 | ) | | (635 | ) | | — |
| | (6,113 | ) |
| | | | | | | | | | | |
REORGANIZATION ITEMS, NET | (13,857 | ) | | (11,924 | ) | | 64 |
| | (2,375 | ) | | — |
| | (28,092 | ) |
| | | | | | | | | | | |
(Loss) income before income taxes | (37,115 | ) | | (37,371 | ) | | 23 |
| | (2,286 | ) | | 17,740 |
| | (59,009 | ) |
Income tax (benefit) provision | — |
| | (21,312 | ) | | (9 | ) | | (573 | ) | | — |
| | (21,894 | ) |
| | | | | | | | | | | |
NET (LOSS) INCOME | $ | (37,115 | ) | | $ | (16,059 | ) | | $ | 32 |
| | $ | (1,713 | ) | | $ | 17,740 |
| | $ | (37,115 | ) |
| | | | | | | | | | | |
NOTE: THE DECEMBER 31, 2015 BALANCES WILL BE ADJUSTED UPON COMPLETION OF THE 2015 AUDIT AND MAY AFFECT THESE RESULTS |
|
| | | | | | | | | | | | | | | | |
NON-FINANCIAL OPERATING METRICS REPORT |
| | | | Month ended | |
Shipments | | | March 31, 2016 | | |
Zinc finished product - tons (Z + HH combined)(excludes WOX/Calcine) | | 7,014 |
| | |
Finished Products Zinc-Contained tons (Z + HH combined) (excludes WOX/Calcine) | 5,751 |
| | |
WOX/Calcine shipments combined - tons | | 15,813 |
| | |
Calcine shipments - tons | | | 11,317 |
| | |
Calcine zinc-contained tons | | | 7,170 |
| | |
Total Zinc-Contained tons (Finished Prod from Z + HH + calcine/WOX) | 15,619 |
| | |
Zinc finished product - tons (HH) (excludes WOX/Calcine) | | 699 |
| | |
Total Zinc Product Zinc - Contained tons (HH) (includes WOX/Calcine) | 10,567 |
| | |
EAF dust receipts - tons (HH) | | | 45,239 |
| | |
Nickel remelt alloy shipments - tons (I) | | | 2,841 |
| | |
| | | | | | |
Net sales realization | | | | | |
Zinc finished products - per lb (Z + HH combined) | | | $ | 0.84 |
| | |
Zinc finished products - per lb zinc-contained (Z + HH combined) | | $ | 1.02 |
| | |
Zinc finished products premium - per lb zinc-contained (Z + HH combined) | $ | 0.21 |
| | |
Zinc Product Shipments - per lb zinc-contained (HH) | | $ | 0.50 |
| | |
LME average zinc price - per lb | | | | $ | 0.82 |
| | |
LME average nickel price - per lb | | $ | 3.95 |
| | |
| | | | | | |
Production | | | | | |
Zinc metal production tons (Mooresboro) | | | — |
| | |
Mooresboro conversion costs (per lb) | | | $ | — |
| | |
Recycling facility conversion costs (per lb) | | | $ | 0.43 |
| | |
| | | | | | |
Financial (in 000's) | | UNAUDITED | | |
Net Zinc metal sales excl. intercompany (HH) (excludes brokered) | | $ | 24 |
| | |
Brokered metal sales | | | | $ | 1,231 |
| | |
EAFD collection revenue | | | | $ | 3,327 |
| | |
EAFD collection costs | | | | $ | 2,194 |
| | |
Zochem adjusted EBITDA - R | | $ | 362 |
| | |
INMETCO adjusted EBITDA - R | | $ | (438 | ) | | |
| | | | | | |
Segment data (3 segments + Corp, elim, other) (in 000's) | | |
UNAUDITED | | | Corp, Elims | |
| | Horsehead | Zochem | INMETCO | & Other | Consolidated |
Revenue | | $ | 14,274 |
| $ | 10,258 |
| $ | 2,684 |
| $ | (88 | ) | $ | 27,128 |
|
Depreciation & amortization | | 3,751 |
| 187 |
| 251 |
| — |
| 4,189 |
|
COGS | | 15,835 |
| 9,723 |
| 3,170 |
| (88 | ) | 28,640 |
|
SG&A | | 1,091 |
| 166 |
| 82 |
| 59 |
| 1,398 |
|
Interest expense | | 873 |
| 296 |
| 38 |
| 1,853 |
| 3,060 |
|
(Loss) income before income taxes | $ | (7,273 | ) | $ | (662 | ) | $ | (745 | ) | $ | (9,695 | ) | $ | (18,375 | ) |
| | | | | | |
Revenue excl. unrealized non-cash hedge adj and interco. sales | $ | 14,186 |
| $ | 10,258 |
| $ | 2,684 |
| $ | — |
| $ | 27,128 |
|
Unrealized non-cash hedge adj (expense) income | $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
Capital expenditures | | $ | 433 |
| $ | 9 |
| $ | 531 |
| $ | — |
| $ | 973 |
|
COMPLIANCE CERTIFICATE
For the Period From February 1, 2016 to March 31, 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;
Events of Default have occurred and are 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;
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.
|
| | | |
(A) Adjusted EBITDA = | $ | 324,000 |
|
(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 | $ | (158,000 | ) |
(ii) Interest Expense | $ | 75,000 |
|
(iii) provision for income taxes | $ | (132,000 | ) |
(iv) depreciation, amortization | $ | 503,000 |
|
(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 | $ | 36,000 |
|
| |
For the applicable EBITDA- TEST PERIOD, has the minimum required EBITDA-R of INMETCO been met? X YES NO
Section 6.21(b)(ii) - Minimum EBITDA-R for ZOCHEM
|
| | | |
(A) Adjusted EBITDA = | $ | 799,000 |
|
(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 | $ | (887,000 | ) |
(ii) Interest Expense | $ | 469,000 |
|
(iii) provision for income taxes | $ | (278,000 | ) |
(iv) depreciation, amortization | $ | 374,000 |
|
(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 | $ | (4,000 | ) |
(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 | $ | 1,065,000 |
|
(vii) any intercompany charges incurred by Horsehead for administrative services provided to Horsehead Holding and its Subsidiaries | $ | 60,000 |
|
(viii) any costs or expenses incurred in connection with the funding of the Canadian Pension Plans | $ | — |
|
For the applicable EBITDA- TEST PERIOD, has the minimum required EBITDA-R of ZOCHEM been met? YES X NO
[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 April 15, 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