UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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for the fiscal year ended
December 31, 2010
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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for the transition period
from to
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COMMISSION
FILE NUMBER:
001-33658
Horsehead Holding
Corp.
(Exact name of registrant as
specified in its charter)
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DELAWARE
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20-0447377
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4955 Steubenville Pike, Suite 405
Pittsburgh, Pennsylvania 15205
(Address of Principal
Executive Offices,
including Zip Code)
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(724) 774-1020
(Registrants Telephone
Number,
Including Area Code)
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, par value $0.01 per share
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the
Act:
None.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that it was required
to file such reports), and (2) has been subject to such
filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer and
smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of June 30, 2010, the aggregate market value of the
registrants common stock held by non-affiliates of the
registrant was approximately $293 million (based upon the
closing sale price of the common stock on that date on The
NASDAQ Global Select Market). For this purpose, all shares held
by directors, executive officers and stockholders beneficially
owning ten percent or more of the registrants common stock
have been treated as held by affiliates.
The number of shares of the registrants common stock
outstanding as of as of March 9, 2011 was 43,652,519
DOCUMENTS
INCORPORATED BY REFERENCE:
Portions of the registrants definitive proxy statement for
its 2011 annual meeting of stockholders, which is expected to be
filed with the Securities and Exchange Commission not later than
April 11, 2011 are incorporated by reference into
Part III of this report on
Form 10-K.
In the event such proxy statement is not filed by April 30,
2011, the required information will be filed as an amendment to
this report on
Form 10-K
no later than that date.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains forward-looking statements within the
meaning of the federal securities laws. These statements relate
to analyses and other information, which are based on forecasts
of future results and estimates of amounts not yet determinable.
These statements also relate to our future prospects,
developments and business strategies.
These forward looking statements are identified by the use of
terms and phrases such as anticipate,
believe, could, estimate,
expect, intend, may,
plan, predict, project, and
similar terms and phrases, including references to assumptions.
However, these words are not the exclusive means of identifying
such statements. These statements are contained in many sections
of this report, including Part II, Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations. Although we believe that our
plans, intentions and expectations reflected in or suggested by
such forward-looking statements are reasonable, we cannot assure
you that we will achieve those plans, intentions or
expectations. We believe that the following factors, among
others (including those described in Part I,
Item 1A. Risk Factors), could affect our future
performance and the liquidity and value of our securities and
cause our actual results to differ materially from those
expressed or implied by forward-looking statements made by us or
on our behalf: the cyclical nature of the metals industry;
decreases in the prices of zinc and nickel-related products;
long-term declines in demand for zinc and nickel products due to
competing technologies or materials; competition from global
zinc and nickel manufacturers; our ability to implement our
business strategy successfully; work stoppages and labor
disputes; material disruptions at any of our manufacturing
facilities, including for equipment or power failures;
fluctuations in the costs or availability of our energy
supplies; decreases in order volume from major customers; the
costs of compliance with environmental, health and safety laws
and responding to potential liabilities and changes under these
laws; failure of our hedging strategies, including those
relating to the prices of energy, raw materials and zinc
products; our ability to attract and retain key personnel; our
ability to protect our intellectual property and know-how; our
dependence on third parties for transportation services; and
risks associated with future acquisitions, joint ventures or
asset dispositions.
There may be other factors that may cause our actual results to
differ materially from the forward-looking statements. Our
actual results, performance or achievements could differ
materially from those expressed in, or implied by, the
forward-looking statements. We can give no assurances that any
of the events anticipated by the forward-looking statements will
occur or, if any of them does, what impact they will have on our
results of operations and financial condition. You should
carefully read the factors described in the Risk
Factors section of this report for a description of
certain risks that could, among other things, cause our actual
results to differ from these forward-looking statements.
All forward-looking statements are qualified in their entirety
by this cautionary statement, and we undertake no obligation to
revise or update this Annual Report on
Form 10-K
to reflect events or circumstances after the date hereof.
ii
PART I
Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a leading U.S. producer of specialty zinc and
zinc-based products and a leading recycler of electric arc
furnace dust (Horsehead), and The International
Metals Reclamation Company, Inc. a leading recycler of
nickel-bearing wastes and nickel-cadmium (Ni-Cd)
batteries in North America (INMETCO) that we
acquired on December 31, 2009. We have production
and/or
recycling operations at seven facilities in five states. We also
own and operate on our premises a 110 megawatt coal-fired
power plant that provides us with a captive source of
electricity and allows us to sell approximately one-fifth of its
capacity. Our products are used in a wide variety of
applications, including in the galvanizing of fabricated steel
products, as components in rubber tires, alkaline batteries,
paint, chemicals and pharmaceuticals and as a remelt alloy in
the production of stainless steel. We believe that we are the
largest refiner of zinc oxide and Prime Western (PW)
zinc metal, a grade of zinc containing a minimum of 98.5% zinc,
in North America. We believe we are also the largest North
American recycler of electric arc furnace (EAF)
dust, a hazardous waste produced by the carbon steel mini-mill
manufacturing process. Through our INMETCO operations, we
believe we are also a leading recycler of EAF dust and other
nickel-bearing waste generated by specialty steel producers and
a leading recycler of Ni-Cd batteries in North America. We,
together with our predecessors, have been operating in the zinc
industry for more than 150 years and in the nickel-bearing
waste industry for more than 30 years. As a result of the
acquisition of INMETCO, we now operate as two business segments.
While we vary our raw material inputs, or feedstocks, based on
cost and availability, we generally produce our zinc products
using 100% recycled zinc, including zinc recovered from our four
EAF dust recycling operations located in four states. We believe
that our ability to convert recycled zinc into finished products
results in lower feed costs than for smelters that rely
primarily on zinc concentrates. Our four EAF dust recycling
facilities also generate service fee revenue from steel
mini-mills by providing a convenient and safe means for
recycling their EAF dust. In 2010, we commenced operations at
our fourth EAF dust processing facility located in South
Carolina. INMETCO provides recycling services, some of which are
on a tolling basis, from a single production facility in Ellwood
City, Pennsylvania.
During 2010, we sold approximately 273.3 million pounds of
zinc products and 20.9 million pounds of nickel-based
products, generally priced at amounts based on premiums to zinc
and nickel prices on the London Metals Exchange
(LME). For the year ended December 31, 2010, we
generated sales and net income of $382.4 million and
$24.8 million, respectively.
Competitive
Strengths
Leading
Market Positions and Strategically Located Recycling
Facilities
We believe that we are the largest refiner of zinc oxide and PW
zinc metal in North America, based on capacity, and that as a
result of the INMETCO acquisition we are a leading recycler of
nickel-bearing waste material generated by the stainless and
specialty steel industry and a leading recycler of
nickel-bearing batteries. We also believe that we are the
largest North American recycler of EAF dust and that we
currently recycle more than half of all EAF dust generated in
the United States. In addition, our four company-owned EAF dust
recycling facilities are strategically located near major EAF
operators, reducing transportation costs and enhancing our
ability to compete effectively with other means of EAF dust
disposal. We believe that the location of our facilities,
together with our competitive cost position, extensive zinc
distribution network and proprietary market knowledge, will
enable us to maintain our leading market positions and continue
to capture market share in zinc products, zinc recycling and
nickel-bearing waste recycling.
Strong
Relationships with Diverse Customer Base
We believe that our product quality, reputation for on-time
delivery and competitive pricing enable us to maintain strong
relationships with a broad base of customers in each of our end
markets. For example, we believe we are the leading supplier of
zinc metal to the after-fabrication hot-dip segment of the North
American galvanizing industry. We also sell zinc oxide to over
200 producers of tire and rubber products, chemicals, paints,
plastics and
pharmaceuticals. We have supplied zinc oxide to nine of our
current ten largest zinc oxide customers for over ten years, and
we believe that we are the sole or primary supplier of zinc to
most of our customers. In addition, the U.S. Environmental
Protection Agency (EPA) has designated our recycling
processes as Best Demonstrated Available Technology
in the area of high-temperature metals recovery related to the
processing of EAF dust from both carbon steel mini-mill and
stainless steel producers. We are the largest recycler of EAF
dust in the U.S., and we now recycle EAF dust for nine of North
Americas ten largest carbon steel EAF operators and North
Americas three largest stainless steel producers, based on
2010 production volume. We are working to expand our recycling
capacity further in order to better service these and other
customers. In addition, INMETCO provides environmental services
to over 200 customers that generate nickel-containing waste
products such as filter cake, spent pickle liquor, grinding
swarf and mill scale. INMETCO also collects and recycles
batteries from The Rechargeable Battery Recycling Corporation,
founded in 1994 by five major rechargeable battery makers, as
well as through its own collection programs.
Low-Cost
Feedstock Sources
We believe that we are the only zinc smelter in North America
with the proven ability to refine zinc metal and zinc oxide
using 100% recycled zinc feedstocks. Our use of large amounts of
recycled feedstock reduces our exposure to increases in LME zinc
prices and increases our operating margins during periods of
high LME zinc prices. In addition, our EAF dust recycling
operations provide us with a reliable, cost-effective source of
recycled zinc without relying on third-party sellers.
Proven,
Proprietary Technology with Flexible Processes
Since our recycling processes convert EAF dust and other wastes
into saleable products, our customers generally face less
exposure to environmental liabilities from EAF dust, which the
EPA classifies as a listed hazardous waste, than if they
disposed of their EAF dust in landfills. In addition, we believe
our zinc smelter and refinery in Monaca, Pennsylvania is unique
in its ability to refine zinc using almost any form of
zinc-bearing feedstock. This flexibility allows us to modify our
feedstock mix based on cost and availability, as well as to use
100% recycled zinc feedstock, whether purchased from third
parties at a discount to the LME zinc price or generated by our
EAF dust recycling operations. We believe that INMETCOs
recycling process is a successful technology for the recycling
of a broad range of nickel-bearing waste products. INMETCO has
successfully licensed this technology in the past.
Strong,
Experienced Management Team
Our eight-member senior management team collectively has over
200 years of experience in zinc- and
metal-related
industries. James M. Hensler, our Chief Executive Officer,
joined us in early 2004 and has since established a culture of
continuous improvement in safety and operational excellence,
which has led to significant cost reductions, productivity
improvements and growth.
Business
Strategy
Continue
to Focus on Production Efficiencies and Operating Cost
Reductions
We have reduced our manufacturing costs by increasing our usage
of low-cost feedstock, streamlining our organizational structure
and implementing Six Sigma (a business process
improvement methodology) initiatives, and we intend to continue
to focus on these and similar initiatives in the future. As part
of our Six Sigma initiatives, we made a series of
operating improvements at certain facilities. For example, at
our Calumet plant we have reduced the amount of non-zinc
materials fed to our smelter, thereby reducing operating costs
by approximately $1.4 million on an annual basis without
significant capital expenditures. Two projects, one directed at
identifying better materials of construction for sinter machine
pallets at our Monaca smelter, and the other, aimed at improving
calcining process control at our Palmerton facility, have
reduced our sinter machine pallet repair costs at Monaca by
approximately $2.0 million annually. We also automated key
operational parameters for the zinc smelting furnaces at Monaca
leading to a more consistent operation and steadily improving
our yields, which resulted in a cost savings of approximately
$3.5 million in 2010. Finally, in response to the
significant decrease in
2
demand for zinc metals resulting from the economic downturn that
began in the third quarter of 2008, we took aggressive steps to
reduce our operating costs, including the shutdown of our
smallest and highest cost recycling facility in Beaumont, Texas,
reductions in the price paid for purchased feedstock as a
percentage of the LME price, a reduction of our salaried and
temporary workforce and a cost-saving revision to our
construction strategy for our recently completed South Carolina
facility. In 2009, we idled our Bartlesville, Oklahoma
hydrometallurgical facility and began outsourcing the processing
of the lead-bearing material at reduced costs. Please see our
Managements Discussion and Analysis of Financial Condition
and Results of Operations for a further discussion of the
economic downturn and the accompanying decrease in demand. We
recently announced the completion of a preliminary feasibility
study to construct a 150,000 ton per year zinc plant based on
state-of-the-art
green technology. The goals of the proposed plant
would be to produce zinc at much lower costs, to significantly
reduce air emissions and to provide opportunities for us to
serve the broader market for special high grade zinc and the
continuous galvanizing market, in addition to our traditional
zinc markets. If our Board of Directors approves this project
and if we secure financing for this project, construction may
start before the end of 2011.
Expand
EAF Dust Recycling Capacity
We estimate that in 2007 approximately one-third of the carbon
steel EAF dust generated per year was deposited in landfills in
the United States, including by existing customers. Since then,
new EAF steel plant projects have come online, further
increasing EAF dust generation in the United States. Due to
productivity, capital and operating cost efficiencies relative
to integrated steel mills, the mini-mill share of the
U.S. steel market has doubled in the last ten years and is
expected to account for over 70% of U.S. steel produced by
2017, according to the Steel Manufacturers Association. Steel
mini-mill operators have increasingly relied on recyclers rather
than landfills to manage this increased output. In order to grow
our EAF dust recycling business, we placed a new kiln with an
annual EAF dust recycling capacity of 80,000 tons into
production in early 2008 at our facility in Rockwood, Tennessee
and placed into production two kilns with a combined annual
capacity of 180,000 tons at our new facility in Barnwell, South
Carolina in 2010. We entered into a long term contract with a
major U.S. steel mini-mill producer to process all of the
EAF dust generated at its facilities located near our new plant.
In 2009, we acquired the EAF dust contracts held by Envirosafe
Services of Ohio, Inc (ESOI), a leading landfill
disposer of EAF dust. In addition to generating additional
service fees, we expect that our new kilns will provide us with
additional low-cost recycled zinc that we can use in our own
smelting process or that we can sell as feed to other zinc
smelters. We estimate that with the increased recycling
capacity, less than 10% of the EAF dust generated is now
deposited in landfills.
Diversify
and Expand Environmental Services Business
Our core strengths relate to our proven ability to manage
hazardous and non-hazardous wastes generated by industrial
processes and our experience and capabilities to recover
valuable metals from these waste streams. We expect to expand
our environmental services business into a broader range of
metal-bearing wastes. The acquisition of INMETCO is an example
of this diversification and we believe that INMETCO will be a
platform for further growth. We expect to continue to pursue
capital investment and acquisition opportunities in this area
and believe this will reduce our exposure to changes in zinc
prices.
Continue
to Reduce Exposure to Commodity Price Fluctuations
We sourced approximately 73% of our zinc feedstock in 2010 from
our EAF dust recycling operations. This source of feedstock is
not significantly impacted by changes in LME zinc prices. We
will continue to evaluate our zinc price hedging alternatives
considering the costs and benefits in light of the commodity
price environment, hedging transaction costs and the extent to
which we are able to increase the percentage of zinc we acquire
from our recycling operations. We hedged approximately 60% of
our expected production of zinc in 2008 and 2009 through the
purchase of put options whereby we would receive a minimum price
per pound for the quantity hedged. We paid a total of
$27.5 million for the options and received
$31.9 million in cash as the 2008 options settled. In
October 2008, we sold the 2009 put options for
$64.5 million, resulting in a $50.3 million gain. We
replaced the 2009 options with similar options having a strike
price of $0.50 per pound for a cost of $10.5 million. In
2009, we purchased put options for approximately 80% of our
expected production of zinc in 2010 having a strike price of
$0.65 per pound. In 2010, we purchased put options for 2011
having a strike price of $0.65 per pound at a cost of
$3.0 million. The
3
purchases represent approximately 70% of our expected zinc
production in 2011. We also sold put options for 2011 having a
strike price of $0.55 per pound and received $0.2 million.
The options we purchased provide that we will receive a minimum
of $0.65 per pound for the quantity hedged and the options we
sold provide that the buyer will receive a minimum of $0.55 per
pound for the quantity hedged. The remainder of our zinc
feedstock costs are derived primarily from zinc secondaries
which use LME-based pricing, and therefore are somewhat
naturally hedged against changes in the LME price. We have also
entered into forward contracts for the purchase of coal for a
fixed price through the end of 2011. We believe that locking in
a price for coal, which comprised approximately 27% of our
energy costs in 2010, will stabilize our production costs and
reduce the risk of coal supply interruptions.
Pursue
New Markets, Applications and Acquisition
Opportunities
We intend to continue to leverage our technical expertise,
culture of innovation and close customer relationships in order
to identify and pursue new markets and applications for our
products. For example, we are currently testing new,
higher-margin applications for iron-rich material, a co-product
of EAF dust recycling, such as its potential uses as a low-cost
feed for iron and steel production, its use as a passive
water-treatment medium at coal mining sites that have acidic
mine drainage and as a daily cover or base material for
municipal landfills to reduce ground water contamination. We are
also evaluating new markets for our zinc powder, and we expect
that our expanded EAF dust recycling capacity will allow us to
enter new markets for the sale of crude zinc oxide
(CZO) to other zinc smelters in the U.S. and
internationally. In addition, we believe INMETCO provides new
potential platforms for growth, including increasing capacity of
the existing facility, growing our share of the battery
recycling market, recycling other industrial wastes to recover
metals in addition to nickel and enabling us to expand
internationally. We also intend to continue to identify and
explore strategic acquisition opportunities.
Our
History
We, together with the previous owners of our assets, have been
operating in the zinc industry for more than 150 years.
Horsehead Industries, Inc. (HII) was formed as a
result of several purchases of assets and entities that
substantially form our existing company. In 2002, record-low
zinc prices, production inefficiencies, high operational costs
and legacy environmental costs associated with prior
owners/operators of our facilities caused HII to file for
Chapter 11 bankruptcy protection. An affiliate of Sun
Capital Partners, Inc. (together with its affiliates, Sun
Capital) purchased substantially all of the operating
assets and assumed limited liabilities of HII in December 2003
pursuant to a sale order under Section 363 of the
U.S. Bankruptcy Code. Sun Capital assisted us in hiring our
current chief executive officer and chief financial officer in
2004, and since that time we have implemented significant
operational improvements as well as experienced significantly
improved industry conditions. As a result of certain
transactions in 2007, Sun Capital and its affiliates no longer
own any of our outstanding common stock.
On November 30, 2006, we completed the private placement of
15,812,500 shares of our common stock at a price of $13.00
per share. On April 12, 2007, we completed the private
placement of 13,973,862 shares of our common stock at a
price of $13.50 per share. We used the net proceeds of the
offerings primarily to repurchase shares and redeem warrants
held by our pre-November 2006 stockholders (including Sun
Capital). On August 15, 2007, we completed the public
offering of 5,597,050 shares of our common stock at a price
of $18.00 per share (less discounts and commissions of $1.26) as
part of an underwritten public offering. We used a portion of
the net proceeds to retire substantially all debt and used the
remaining net proceeds of the public offering to fund capital
expansion and improvements and for general corporate purposes.
On August 13, 2007, the SEC declared effective a
registration statement that registered for resale up to
29,860,436 shares of our common stock issued in our 2006
and 2007 private placements.
In June 2009, we acquired the EAF dust collection business of
ESOI, the largest land-filler in our market. As part of this
acquisition, we purchased their EAF dust contracts, one of which
was for 10 years with a major midwestern producer. We did
not acquire their landfill or landfill operations.
In September 2009, we completed an underwritten public offering
of 8,050,000 shares of common stock at $10.50 per share.
On December 31, 2009, we acquired INMETCO.
4
Operations
Our zinc recycling facilities recycle EAF dust into CZO and zinc
calcine, which we then use as raw material feedstocks in the
production of zinc metal and value-added zinc products. Our
INMETCO facility recycles a broad range of nickel-bearing wastes
into a remelt alloy product used in the production of stainless
steel. Our recycling and production operations form a complete
recycling loop, as illustrated below, from recycled metals to
finished zinc or nickel-bearing products. We believe we are the
only primary zinc producer in the U.S. that uses recycled
materials for substantially all of its zinc feedstocks.
Horsehead
Operations
Horsehead operates four hazardous waste recycling facilities for
the recovery of zinc from EAF dust. Our recycling process has
been designated by the EPA as a Best Demonstrated
Available Technology for the processing of EAF dust. Our
recycling facilities are strategically located near sources of
EAF dust production. These facilities recover zinc from EAF dust
generated primarily by carbon steel mini-mill manufacturers
during the melting of steel scrap, as well as from other waste
material. We extract zinc from EAF dust, and recycle the other
components of EAF dust into non-hazardous materials, using our
proprietary Waelz Kiln process at our Palmerton,
Rockwood and Calumet facilities.
Our Waelz Kiln recycling process blends, conditions, adds carbon
to and pelletizes EAF dust, and then feeds it into the kiln
itself, a refractory-lined tube that is approximately
160 feet in length and 12 feet in diameter. During the
passage through the kiln, the material is heated under reducing
conditions at temperatures exceeding 1,100 degrees Celsius,
thereby volatilizing the nonferrous metals, including zinc. The
resulting volatized gas stream is oxidized and collected as CZO,
which has a zinc content of between 55% and 65%. In addition, we
produce iron-rich material that we sell for use as an aggregate
in asphalt and as an iron source in cement.
The majority of the CZO generated is shipped to our Palmerton
facility, where it is further refined in a process, called
calcining, whereby we heat the material to drive off
impurities. Through this rotary kiln process, which is fired
with natural gas, the zinc content is further increased to
approximately 65% to 70%, and the product is collected as zinc
calcine in granular form for shipment to our Monaca facility or
sale to other zinc refineries around the world. The metal
concentrate product from the calcining process is shipped to a
third-party processor for final metals recovery. We have added a
washing facility to remove chlorine at our smelting facility to
allow us to ship an increasing amount of CZO directly as a feed
to our Monaca facility.
In order to expand our EAF dust recycling capacity, we brought
an 80,000 tons per year kiln online at our Rockwood, Tennessee
facility in January 2008 at a cost of approximately
$33 million. This kiln provides approximately 14,500 tons
of zinc that we either use directly in our own smelting process
or sell as feed to other zinc smelters. In 2010, we brought a
new 180,000 tons per year kiln facility online in Barnwell,
South Carolina for a total investment of approximately
$65 million.
5
Production
Our 175,000
ton-per-year
capacity electrothermic zinc smelter and refinery in Monaca
produces zinc metal and value-added zinc products (e.g., zinc
oxide) using a wide range of feedstocks, including zinc
generated by our recycling operations, zinc secondary material
from galvanizers and other users of zinc. This uniquely flexible
electrothermic smelter and refinery in Monaca provides a
substantial competitive advantage both in raw material costs
(where we are able to use a wide range of zinc-bearing
feedstocks) and in finished products (where, together with our
refining operations, we can produce a wide range of zinc metal
and value-added zinc products). As a result of reduced demand
for our zinc products resulting from the economic downturn that
began in the third quarter of 2008 and extended through 2009, we
operated our smelting and refinery facility at less than
capacity in 2009, producing 106,000 tons of zinc. Our smelting
facility returned to operating at full capacity during 2010. We
produced 124,000 tons of zinc in 2010.
Our Monaca smelter is the only smelter in North America that is
able to use this wide range of feedstocks, including 100%
recycled feedstocks, to produce our zinc products. Our unique
ability to vary our feedstock blend lowers our overall raw
materials costs without corresponding reductions in product
quality, as compared to other zinc smelters and refiners, which
generally can accept only a narrow slate of specific mined zinc
concentrates and only small amounts of recycled materials. We
also own and operate a 110 megawatt coal-fired power plant at
our Monaca facility which provides us with a captive source of
electricity and allows us to sell approximately one-fifth of its
capacity.
The Monaca facility operates on a
24-hours-per-day,
365-days-per-year
basis to maximize efficiency and output. EAF-sourced calcine and
other purchased secondary zinc materials are processed through a
sintering operation. The sintering process converts this
combined zinc feedstock into a uniform, hard, porous material
suitable for the electrothermic furnaces. Monacas seven
electrothermic furnaces are the key to Monacas production
flexibility. Sintered feedstock and metallic zinc secondary
materials are mixed with metallurgical coke and fed directly
into the top of the furnaces. Metallic zinc vapor is drawn from
the furnaces into a vacuum condenser, which is then tapped to
produce molten zinc metal. This metal is then either cast as
slab zinc metal, or conveyed directly to the zinc refinery in
liquid form. This integrated facility reduces costs by
eliminating the need to cast and then remelt the zinc to
refinery feed.
At the refinery, the molten zinc is fed directly through
distillation columns to produce an ultra-high-purity zinc vapor
that is condensed into thermally refined special
special high grade (SSHG) zinc metal or processed
through a combustion chamber into zinc oxide. The condensed
metal is either sold or sent for further conversion into zinc
powder. Damage caused by an explosion at the refinery in late
July 2010, halted production. Production was resumed at a
reduced rate in November 2010 and was able to meet market demand
by the end of the year.
We believe that our thermally produced SSHG zinc metal is among
the purest and highest quality SSHG zinc metal sold in North
America. Our zinc oxide is processed and separately refined
through our highly automated, zinc oxide screening, coating and
packing facility which is the largest in North America, to
create one of our 50 grades of zinc oxide with ISO:9002
certification.
Our Product Development Lab, located at our Monaca site, is
designed for production of specially engineered zinc oxide
products for unique high tech applications. One such
product is an extremely fine particle size (micronized) zinc
oxide that may be used in cosmetic and pharmaceutical
applications.
6
The chart below describes the flow of our operations, beginning
with the input of raw materials, continuing through the
production processes and identifying finished products and end
uses for each such raw material.
Products
and Services
We offer a wide variety of zinc products and services. In 2010,
we sold approximately 137,000 tons of zinc products. The
following are our primary zinc products.
Zinc
Metal
Our primary zinc metal product is PW zinc metal, which we sell
to the hot-dip galvanizing and brass industries. We also produce
SSHG zinc metal, which is used as feed for the manufacture of
high-purity zinc powder and zinc alloys. SSHG zinc metal is an
ultra pure grade of zinc exceeding the American Society for
Testing and Materials standard for special high-grade zinc. Our
zinc metal is recognized within the galvanizing industry for its
consistent quality and appearance. We believe we are the leading
supplier of zinc metal to the after-fabrication hot-dip segment
of the North American galvanizing industry, which uses our zinc
metal to provide a protective coating to a myriad of fabricated
products, from pipe and guard rails to heat exchangers and
telecommunications towers. We also sell PW zinc metal for use in
the production of brass, a zinc/copper alloy. We believe that
our operational standards and proximity to customers allow us to
deliver higher quality metal than many of our competitors. To
accommodate various customer handling needs, our zinc metal is
sold in numerous forms, from 55-pound slabs to 2,500-pound
ingots.
Zinc
Oxide
We sell over 50 different grades of zinc oxide with differing
particle sizes, shapes, coatings and purity levels. Zinc oxide
is an important ingredient in the production of tire and rubber
products, chemicals, ceramics, plastics, paints, lubricating
oils and pharmaceuticals. Various end uses for zinc oxide
include the following.
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Tire and rubber applications. Zinc oxide aids
in the vulcanization process, acts as a strengthening and
reinforcing agent, provides UV protection, and enhances thermal
and electrical properties. There is approximately a half pound
of zinc oxide in a typical automobile tire.
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Chemical applications. In motor oil, zinc
oxide is used to reduce oxidation, inhibit corrosion and extend
the wear of automotive engines. In plastics, zinc oxide is an
effective UV stabilizer for polypropylene and polyethylene.
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Ceramics. Ceramics containing zinc oxide are
used in electronic components. For example, in ceramic varistors
(surge protectors), zinc oxide allows for high temperature
stability, resistance to electrical load, current shock and
humidity.
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Other applications. In paints, zinc oxide
provides mold and mildew protection, functions as a white
pigment and provides UV protection and chalking resistance. In
pharmaceutical applications, zinc oxide operates as a sunscreen,
a vitamin supplement and a medicinal ointment.
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7
EAF
Dust Recycling
We created the market for EAF dust recycling for carbon steel
mini-mill producers with the development of our recycling
technology in the early 1980s, which has since been designated
by the EPA as the Best Demonstrated Available
Technology for processing of EAF dust, a hazardous waste
generated by steel mini-mills. To date, we have recycled over
8.5 million tons of EAF dust (equivalent to
1.7 million tons of zinc), representing the dust generated
in the production of over 500 million tons of steel. We
believe the recycling and conversion of EAF dust reduces the
steel mini-mills exposure to environmental liabilities
which may arise when the EAF dust is sent to a landfill.
In 2010, we recycled 549,000 tons of EAF dust compared to
411,000 tons in 2009. The increase in processing from 2009 was
the result of our acquisition of the EAF dust contracts held by
ESOI and increased production in the steel industry in 2010,
brought about by the gradual strengthening of the economy. The
installation of a new Waelz Kiln in Rockwood in early January
2008 increased our recycling capacity by 80,000 net tons,
or 15%. We commenced operations at our new kiln facility in
South Carolina in 2010, adding an additional 180,000 tons, or
31%, of EAF dust processing capacity.
In June 2009, we acquired the EAF dust collection business of
ESOI, the largest land-filler in our market. As part of this
acquisition we purchased ESOIs EAF dust contracts, one of
which was a ten year contract with a major midwestern producer,
and obtained a 17 year non-compete agreement from ESOI.
CZO
and Calcine Sales
In response to the strong demand for zinc-bearing feed materials
and attractive pricing, we began selling CZO generated in our
Waelz Kilns to other zinc smelters in 2007. We plan to continue
selling CZO from time to time based on market conditions.
Zinc
Powder and Copper-Based Powders
Our zinc powder is sold for use in a variety of chemical,
metallurgical and battery applications as well as for use in
corrosion-resistant coating applications. Zinc powder is
manufactured by the atomization of molten zinc.
We manufacture the following three basic lines of powders at our
Palmerton facility.
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Special Zinc Powders. These are used in
general chemical and metallurgical applications, and in friction
applications, such as brake linings for automobiles.
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Battery Grade Zinc Powders. These are used in
most types of alkaline batteries, as well as mercuric oxide,
silver oxide and zinc-air batteries.
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Copper-Based Powders. These include brass,
bronze and nickel-silver powders. These products are used in a
variety of applications, including brazing and infiltrating and
for powdered metallurgical hardware, such as lock bodies, valves
and gears.
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Sales
and Marketing
Horseheads sales and marketing staff consists of :
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a sales and marketing group comprised of sales professionals
whose goal is to develop and maintain excellent customer
relationships and provide key market analysis;
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a customer service department responsible for processing zinc
orders, scheduling product shipments and answering customer
inquiries; and
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a technical service staff highly trained to assist zinc
customers with specification development, new applications,
process improvements and
on-site
troubleshooting assistance when needed.
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Our process engineering group provides additional technical help
to our EAF clients with monthly EAF analytical information and
assistance with any problems encountered on EAF dust chemistry,
transportation and environmental matters. Our quality assurance
department provides extensive laboratory services critical to
8
maintaining in-plant process control and providing customer
support by certifying compliance to hundreds of unique product
specifications. We are ISO 9002 certified. Our laboratory also
offers sales and technical services support by assisting in new
product developments and troubleshooting various application and
processing issues both in-plant and with specific customers. We
also rely on a network of distributors with warehouses
throughout North America that assist us with supporting smaller
customers.
Customers
Most of the zinc metal we produce is purchased by galvanizers
and brass producers. We believe we are the leading supplier of
zinc metal to the after-fabrication hot-dip segment of the North
American galvanizing industry. We sell zinc metal to a broad
group of approximately 100 hot-dip galvanizers. In many cases,
these customers are also suppliers of secondary materials,
including zinc remnants of steel galvanizing processes, to us.
We sell zinc oxide to over 200 different customers under
contract as well as on a spot basis, principally to
manufacturers of tire and rubber products, lubricating oils,
chemicals, paints, ceramics, plastics and pharmaceuticals.
Our SSHG zinc metal product is used in the manufacturing of zinc
powder for the alkaline battery industry.
We typically enter into multi-year service contracts with steel
mini-mills to recycle their EAF dust. We provide our EAF dust
recycling services to over 45 steel producing facilities.
Raw
Material
In 2010, approximately 73% of the raw material used in our
Monaca facility was sourced through our EAF dust recycling
operations. The remaining 27% of the raw material was comprised
of zinc secondaries, which are principally zinc-containing
remnants of steel galvanizing processes, including top drosses,
bottom drosses and skimmings that we purchase primarily from
several of our metal customers. The prices of zinc secondaries
vary according to the amount of recoverable zinc contained, and
provide us with a diverse portfolio of low cost inputs from
which to choose. In addition to the dross and skims from the
galvanizing industry, we purchase other types of zinc-bearing
residues from the zinc, brass and alloying industries. Many of
these materials are acquired from our own customers. We also buy
CZO from one of the other U.S. based EAF dust recyclers. In
addition, we also have long standing relationships with zinc
brokers in North America, Europe and South America. These
brokers in some cases act as an agent for us and are favorably
located to supply us with reliable and cost effective zinc
feedstock.
Power
Plant and Fuels
We rely on a combination of purchased and internally-generated
electricity for our operations. We generate substantially all of
our electricity requirements for Monaca at our
on-site
power plant, using Powder River Basin (PRB) coal as
our principal input. Sales of excess power capacity from this
power plant have also historically provided a reliable source of
revenue. In addition to the electricity used by our Monaca
facility, we use a combination of coke and natural gas in our
smelting and refining processes. Our recycling facilities use a
combination of coke, electricity and natural gas. In 2010, we
purchased the majority of our energy under supply contracts,
although we also engage in spot purchases. We purchase all of
our coal requirements pursuant to a supply agreement that
carries fixed prices through 2011.
Intellectual
Property
We possess proprietary technical expertise and know-how related
to EAF dust recycling and zinc production, particularly zinc
production using recycled feedstocks. Our proprietary know-how
includes production methods for zinc oxide and micro-fine zinc
oxides and widely varying customer specifications. As a major
supplier of zinc metal and other zinc-based products to
industrial and commercial markets, we emphasize developing
intellectual property and protecting our rights in our
processes. However, the scope of protection afforded by
intellectual property rights, including ours, is often uncertain
and involves complex legal and factual issues. Also, there can
be no assurance that intellectual property rights will not be
infringed or designed around by others. In addition, we may not
elect to
9
pursue an infringer due to the high costs and uncertainties
associated with litigation. Further, there can be no assurance
that courts will ultimately hold issued intellectual property
rights to be valid and enforceable.
Competition
We believe that we are a unique business, having no direct
competitor that recycles similar secondary materials into zinc
products in North America. Our primary competitors in the zinc
oxide segment include U.S. Zinc Corporation (US
Zinc), a wholly-owned subsidiary of Votorantim Metals,
Ltda., and Zochem, a wholly-owned subsidiary of Hudson Bay
Mining and Smelting Co. Limited, which is an integrated zinc
mining company. US Zinc, located in the middle-southern states
of the United States, is also a zinc recycler. US Zinc is our
primary competitor but lacks our integrated processing and
smelting capabilities. Zochems product is sourced through
the Canadian operations of Hudson Bay Mining and Smelting Co.
Limited.
Approximately 74% of the zinc metal consumed in the United
States is imported. Therefore, we enjoy a domestic freight and
reliability advantage over foreign competitors with respect to
U.S. customers. Xstrata Plc, which acquired Falconbridge in
2006, Teck Cominco Limited and Penoles are the primary zinc
metal producers in the North American market. The vast majority
of the metal produced by these companies is used by continuous
galvanizers in the coating of steel sheet products. In addition,
these producers have mining and smelting operations while we
engage only in smelting. We produce PW zinc metal primarily for
use by hot-dip galvanizers.
We compete for EAF dust management contracts primarily with the
two other domestic recyclers of EAF dust and to a lesser extent
with landfill operators. The domestic recyclers are Steel Dust
Recycling and an EAF dust processing facility built by The
Heritage Group. Steel Dust Recycling commenced operations during
the second quarter of 2008 and was subsequently acquired in
October 2009 by Zinc Nacional, a Mexico-based recycler. The
Heritage Group built an EAF dust processing facility in Arkansas
and began operations in 2009. We expect to see new entrants once
again explore opportunities in this area when zinc prices are at
or near historical high levels . Our proven reliability,
expanded processing capacity and customer service have helped us
maintain long-standing customer relationships. Many of our EAF
dust customers have been under contract with us since our
predecessor began recycling EAF dust in the 1980s. In June of
2009, we acquired the EAF dust collection contracts of ESOI.
ZincOx Resources plc acquired Big River Zinc Corporation with
the stated intention of producing zinc metal from recycled EAF
dust sourced from the United States (Envirosafe) and Turkey,
with initial estimated smelting output from EAF dust of 90,000
tons. They announced the groundbreaking for their recycling
plant in Ohio in June, 2008; however, construction activity was
placed on hold pending the development of other projects.
INMETCO
Recycling
Operations for Nickel-Bearing Waste
INMETCO operates a high temperature metals recovery facility,
which utilizes a combination rotary hearth furnace and electric
arc smelting furnace to recover nickel, chromium and iron, along
with smaller amounts of other metals, from a variety of
metal-bearing waste materials, generated primarily by the
specialty steel industry. INMETCOs main product is a
nickel-chromium-iron (Ni-Cr-Fe) remelt alloy ingot
that is used as a feedstock to produce stainless and specialty
steels. INMETCO also recycles nickel-cadmium batteries,
producing a cadmium metal product that is reused in the
production of nickel-cadmium batteries.
The INMETCO process for treating Ni-Cr-Fe metals waste is
comprised of feed preparation, blending and pelletizing, thermal
reduction and smelting and casting.
The first portion of the INMETCO process consists of material
preparation, storage, blending, feeding and pelletizing. INMETCO
receives the various wastes and pretreats them when necessary to
ensure a uniform size of the raw material. These materials, as
well as flue dust and carbon, are pelletized. Pellets are
transferred to the Rotary Hearth Furnace (RHF) for
the reduction of some oxidized metal to its metallic form.
Reduced pellets are fed to the EAF for production of Ni-Cr-Fe
remelt alloy. Slag discharged from the EAF is processed and sold
primarily as road aggregate.
10
Cadmium
Recovery
The cadmium recovery process was added to the INMETCO facility
in 1995, with production commencing in 1996. This process is
operated under a licensing agreement with Saft AB. This process
involves the separation of the metal components of Ni-Cd
batteries. The cadmium recovery process involves a basic thermal
operation where cadmium or cadmium oxide is processed into high
purity cadmium metal. The cadmium metal is sold primarily back
into the Ni-Cd battery industry.
The chart below describes the INMETCO flow of operations,
beginning with the input of raw materials, continuing through
the production processes and indentifying finished products.
Products
and Services
INMETCO provides recycling services to its customers under two
types of fee arrangements: toll processing arrangements and
environmental services arrangements.
Tolling
Services
Under the tolling arrangement, INMETCO charges a processing fee
per ton of waste received and returns a remelt alloy product
based on the wastes metal content and INMETCOs
historical metal recovery factors for similar waste products.
INMETCO serves almost all of the major austenitic stainless
steel manufacturers in the United States in its tolling segment.
We believe INMETCO is the only recycler of stainless steel
wastes in North America and that INMETCOs customers
rely on its services to promote sustainable business practices,
to avoid potential environmental liabilities associated with
disposing of hazardous wastes at landfills and to take advantage
of the return of valuable metals from their metal-bearing waste
products. Most of INMETCOs tolling customers have signed
long-term, exclusive contracts, under which INMETCO processes
their metal-bearing wastes. INMETCO receives four main
nickel-containing waste materials from the specialty steel
industry, which support the tolling segment of the
business. These materials are flue dust, mill scale, grinding
swarf and pickling filter cakes from spent pickling solution and
are received either in a dry form or a wet form containing oil
and/or
water. Furnace baghouse dust or flue dust is generated during
the melting and refining steps in the manufacture of stainless
steel.
11
Environmental
Services
Under the environmental service fee arrangement, INMETCO
acquires waste materials and processes those materials with no
obligation to return any product to the customer. Depending on
the state of the metals markets, INMETCO either charges a fee or
pays to acquire environmental services materials. These
materials include batteries and specialty steel industry wastes.
Batteries include nickel-cadmium, nickel-metal hydride,
sodium-nickel-chloride and various other nickel-based batteries.
INMETCO also processes limited quantities of household alkaline,
zinc-carbon and lithium batteries. Additionally, lithium-ion and
lead-acid batteries are sent to third-party recyclers for
processing. Specialty steel industry wastes include flue dust,
mill scale, grinding swarf and pickling filter cake along with a
wide variety of other nickel-bearing wastes. Revenues are
derived from these materials through the sale of remelt alloy
product and cadmium product, as well as scrap sales and
brokerage activities.
Remelt
Alloy
INMETCO sells its remelt alloy product, produced from waste
accepted as an environmental service, back to the stainless
steel industry. Because the sale of remelt alloy product is
based on metals market prices, INMETCOs revenues and
profits fluctuate with prevailing metal prices.
In addition to the production of the remelt alloy in 30-pound
ingot size, INMETCO also produces a larger 1000-pound ingot on
request.
Cadmium
INMETCO produces its cadmium metal in the form of shot or ingots
to a specification of at least 99.95% purity. INMETCO also
produces a portion of its product to a 99.99% grade. These
products are sold on a global basis under the CADMET
trademark.
Sales and
Marketing
INMETCOs marketing team consists of a sales manager and
two inside sales assistants. The marketing team provides
in-house INMETCO seminars in which current applicable
regulations regarding storage and treatment of wastes,
manifesting and transporting wastes and the recycling process
are discussed. These seminars conclude with a tour of the
INMETCO facility. INMETCO has also been active in exhibiting or
presenting papers at outside seminars and trade shows to promote
the capabilities of the business segment. The marketing team
supplements these activities with advertisements in applicable
industry publications, as well as on the Internet.
Customers
While INMETCO has over 950 customers in total, approximately 83%
of its sales are made to its top three customers. INMETCO has
had a long-term relationship with each of its major customers.
Two of INMETCOs top three customers have been customers
since INMETCO commenced operations in the late 1970s and
one has been a customer since that customers startup in
the early 2000s.
Intellectual
Property
The INMETCO process enables the business to treat and reclaim
Ni-Cr-Fe bearing hazardous and non-hazardous materials in a low
cost, environmentally safe manner. The INMETCO process is
recognized by the EPA as the Best Demonstrated Available
Technology for the treatment of steelmaking dust (i.e.,
low zinc KO61, KO62 and F006 designated hazardous waste). The
INMETCO process has also been recognized by the EPA as the Best
Demonstrated Available Technology for the treatment of
cadmium-containing batteries.
Competition
We believe that our recycling facilities provide an
environmentally favorable alternative for disposing of hazardous
waste. Since 1978, INMETCO has provided a recycling alternative
for a wide variety of hazardous waste products produced by the
specialty steel industry, including steelmaking dust, mill scale
and grinding swarf. Stainless steel producers are faced with the
same dust disposal problems as carbon steel producers. However,
the
12
process requirements and economics of stainless steelmaking dust
processing are different, since the cost of treating the dust
may be substantially offset by the recovery of valuable metals
such as nickel, chromium and iron, which are recycled and
returned to the specialty steel industry under toll arrangements.
In the metal processing industry, the most commonly used
techniques for managing and disposing of hazardous waste are
land disposal facilities and recycling facilities such as
INMETCOs. We believe the INMETCO process offers three key
advantages over landfill: (1) it is a preferred solution
from an environmental and product stewardship perspective,
(2) it offers potential cost advantages through the return
of valuable metals and (3) it avoids exposure to long-term
contingent liabilities associated with sending waste to landfill
facilities. Accordingly, we expect the INMETCO process to
continue to remain the alternative of choice for the specialty
steel industry. We believe INMETCO is the largest recycler of
nickel-bearing hazardous waste in the North America.
Governmental
Regulation and Environmental Issues
Our facilities and operations are subject to various federal,
state and local governmental laws and regulations with respect
to the protection of the environment, including regulations
relating to air and water quality and solid and hazardous waste
management and disposal. These laws include the Comprehensive
Environmental Response, Compensation and Liability Act
(CERCLA or Superfund), the Resource
Conservation and Recovery Act (RCRA), the Clean Air
Act (CAA), the Clean Water Act, and their state
equivalents. We are also subject to various other laws and
regulations, including those administered by the Department of
Labor, the Federal Energy Regulatory Commission
(FERC), the Surface Transportation Board and the
Department of Transportation. We believe that we are in material
compliance with applicable laws and regulations, including
environmental laws and regulations governing our ongoing
operations, and that we have obtained or applied in a timely
manner for all material permits and approvals necessary for the
operation of our business.
Our process modifications have resulted in operations fully
utilizing recycled feedstocks. The use of recycled zinc
feedstocks preserves natural resources, precluding the need for
mining and land reclamation and thereby operating in a manner
consistent with the principles of sustainable development. Our
recycling services avoid the potential environmental impacts
that are associated with landfilling hazardous wastes. EAF dust
itself is a listed hazardous waste created from the melting of
steel scrap in electric arc furnaces by the steel mini-mill
industry. Our recycling process has been designated by the EPA
as Best Demonstrated Available Technology for the
recycling of EAF dust.
We maintain irrevocable letters of credit to address financial
assurance requirements for potential future remediation costs
and RCRA permit termination for several facilities. Financial
assurance is required under RCRA permit requirements for the
Ellwood City, Pennsylvania and Palmerton, Pennsylvania
facilities. Financial assurance, through an irrevocable letter
of credit, is also required for eventual closure of our residual
landfill at the Monaca, Pennsylvania facility.
In Bartlesville, Oklahoma, we and our predecessor formerly
operated a primary zinc processing facility which was closed in
the 1990s and subsequently dismantled. Environmental
remediation work at this facility was completed in 2003 in
connection with closing these former facilities under an
agreement with the Oklahoma Department of Environmental Quality.
We currently manage this facility in accordance with the
agreement for certain activities described as post closure care.
We, along with two other responsible parties, provide financial
assurance for future post closure care activities at the
Bartlesville facility. A reserve on our balance sheet has been
established for our share of future costs associated with this
matter.
Our Palmerton property is part of a CERCLA site that was added
to the National Priorities List in 1983. When the Palmerton
assets were purchased out of bankruptcy in December 2003, we
acquired only those assets, including real property, needed to
support the ongoing recycling and metal powders businesses at
that location. We currently hold approximately 100 acres
within an area of the approximately 1,500 acres owned by
HII. The successor in interest to previous owners has
contractually assumed responsibility for historic site
contamination and associated remediation and has indemnified us
against any liabilities related to the property, including
Natural Resource Damages. Exceptions to this indemnity include
our obligations under the 1995 consent decree described below
and non-Superfund RCRA obligations and environmental liabilities
resulting from our ongoing operations.
13
We inherited certain of HIIs environmental liabilities
related to our Palmerton operations pursuant to a 1995 Consent
Decree between HII, the EPA and the Pennsylvania Department of
Environmental Protection (PADEP). Our obligations
pursuant to this consent decree included construction of a
storage building for calcine kiln feed materials and the removal
of historic accumulations of lead concentrate from three
buildings. These obligations are currently being managed to the
satisfaction of the regulatory agencies and are reserved for on
our balance sheet. Removal of historic accumulations of lead
concentrate was completed in 2008.
During 2009, our Ellwood City facility completed installation of
a new baghouse complex to control air emissions from its RHF,
which were previously controlled by a wet scrubber system. The
RHF baghouse complex was installed in accordance with a Consent
Order & Assessment (CO&A) entered
into with PADEP prior to our acquisition of INMETCO. Compliance
certification testing of the RHF baghouse installation was
conducted and submitted to the State in the later part of 2009.
The CO&A was extinguished in 2011 upon final approval of
compliance certification testing by the PADEP.
Employees
As of December 31, 2010, we employed 1,089 persons at
the following locations.
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Union
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Salaried
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Hourly
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Contract
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Location
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Personnel
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Personnel
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Expiration
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Monaca
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124
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521
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10/31/11
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*
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Pittsburgh
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19
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N/A
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Bartlesville
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1
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N/A
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Beaumont
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2
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N/A
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Calumet
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13
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48
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08/02/11
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Palmerton
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24
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122
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04/26/11
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Palmerton (Chestnut Ridge Railroad)
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3
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12/15/11
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Rockwood
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11
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48
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07/01/11
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Barnwell
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10
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41
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N/A
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Ellwood City
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29
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73
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10/31/13
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Total
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233
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856
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* |
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33 of the hourly employees are covered by a separate union
contract that expires on March 15, 2011. |
The vast majority of our hourly personnel are unionized. Hourly
workers receive medical, dental and prescription drug benefits.
We do not have a defined benefit plan for hourly or salaried
employees and no company-paid medical plan for retirees. We have
a 401(k) plan for both our hourly and salaried employees. Our
labor contracts provide for a company contribution, and in most
cases a company match, which varies from contract to contract.
We believe we have satisfactory relations with our employees.
14
Executive
Officers and Key Employees of the Registrant
Set forth below is information concerning our executive officers
and key employees.
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Name
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Age
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Position
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James M. Hensler
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Chairman of the Board of Directors, Class I Director, President
and Chief Executive Officer
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Robert D. Scherich
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Vice President and Chief Financial Officer
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Lee Burkett
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Vice President Manufacturing
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James A. Totera
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Vice President Sales and Marketing
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Timothy R. Basilone
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Vice President Environmental Affairs
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Ali Alavi
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Vice President Corporate Administration, General
Counsel and Secretary
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Bruce Morgan
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Vice President Human Resources
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Mark Tomaszewski
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President INMETCO
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James M. Hensler, Chairman of the Board of Directors,
President and Chief Executive Officer, joined us in April 2004.
He has over 31 years of experience working in the metals
industry. From 2003 to April 2004, Mr. Hensler was a
consultant to various companies in the metals industry. From
1999 to 2003, Mr. Hensler was Vice President of Global
Operations and Vice President and General Manager of the
Huntington Alloys Business Unit for Special Metals Corp., a
leading international manufacturer of high performance nickel
and cobalt alloys. Prior to that, Mr. Hensler was the
Executive Vice President for Austeel Lemont Co., General Manager
of Washington Steel Co. and Director of Business Planning for
Allegheny Teledyne Inc. He received a BS in Chemical Engineering
from the University of Notre Dame in 1977, an MSE in Chemical
Engineering from Princeton University in 1978 and an MBA from
the Katz Graduate School of Business at the University of
Pittsburgh in 1987.
Robert D. Scherich, Vice President and Chief Financial
Officer, joined us in July 2004. From 1996 to 2004,
Mr. Scherich was the Chief Financial Officer of Valley
National Gases, Inc. Prior to that, he was the Controller and
General Manager at Wheeling-Pittsburgh Steel Corp. and an
accountant at Ernst & Whinney. Mr. Scherich
received a BS in Business Administration from The Pennsylvania
State University in 1982.
Lee Burkett, Vice President Manufacturing,
joined us in November 2006 with over 27 years of industry
experience. For three years prior to joining us he was General
Manager of the Bridgeville Facility of Universal Stainless.
Previous positions included General Manager
Finishing Operations of J&L Specialty Steel, Plant Manager
of Timets Toronto, Ohio facility, Vice President
Operations for Caparo Steel and 14 years with Washington
Steel with responsibilities in all aspects of the operation
including Plant Manager of Finishing. Mr. Burkett received
a BS in Mechanical Engineering from The Pennsylvania State
University in 1979.
James A. Totera, Vice President Sales and
Marketing, joined us in 1997. Prior to that, he was the Vice
President of Sales for Steel Mill Products (EAF dust recycling)
and also spent over 15 years working in sales positions
(including as General Manager of Sales) at Insul Company.
Mr. Totera received a BA in Economics, Administrative
Management Science and Psychology from Carnegie Mellon
University in 1979.
Timothy R. Basilone, Vice President
Environmental Affairs, joined us in January 2010.
Mr. Basilone has over 20 years of experience working
in all aspects of environmental affairs in a variety of
industries. Prior to joining us, he spent ten years with Koppers
Inc., including seven years as a Senior Manager in the Corporate
Environmental Affairs Department and three years as Operations
Superintendent at the Koppers coal tar distillation facility in
Clairton, Pennsylvania. Prior to that Mr. Basilone spent
nine years at Westinghouse Electric Corporation as the
Environmental Remediation Program Manager in the Corporate Legal
and Environmental Affairs Department. He began his professional
career as an Exploration / Production Geologist with
Marathon Oil Company before moving on to Westinghouse.
Mr. Basilone earned an MS degree in Earth and Planetary
Science from the University of Pittsburgh in 1984 and a BA
degree in Geology from the College of Wooster in 1981.
Ali Alavi, Vice President Corporate
Administration, General Counsel and Secretary, joined us in
1996. Mr. Alavi previously served as our
Director & Counsel of Environment, Health &
Safety and Director of Environmental Performance. Prior to
joining us, Mr. Alavi worked as Assistant General Counsel
of Clean Sites,
15
Inc., Senior Regulatory Analyst of the American Petroleum
Institute and Project Manager/Engineer for the U.S. Army
Toxic & Hazardous Materials Agency. Mr. Alavi
received a BA in Geography/Environmental Studies from the
University of Pittsburgh in 1983, an MS in Petroleum Engineering
from the University of Pittsburgh School of Engineering in 1985
and a JD from the University of Maryland Law School in 1993.
Bruce Morgan, Vice President Human Resources
joined us in May 2010. Prior to joining us, from November 2006
to May 2010, Mr. Morgan served as Director of Human
Resources North America for the Steel Mill Services
division of Harsco Corporation. Prior to that, Mr. Morgan
served as Director of Human Resources for both the Steel and
Foundry Divisions of Vesuvius USA, a global refractory
manufacturer, where he was employed from March 1997 to November
2006. Among other previous employment, Mr. Morgan served as
an HR Associate for the construction and
start-up of
Gallatin Steel Company, where he was employed from June 1994 to
August 1995. Mr. Morgan received a BS degree in Industrial
and Labor Relations from Cornell University in 1994.
Mark Tomaszewski, President-INMETCO, joined us on
December 31, 2009 when we acquired INMETCO, where he has
served for over 30 years in positions ranging from General
Manager-Finance and Administration to his current position of
President of INMETCO, which position he has held since August
2008. Mr. Tomaszewski received a BS in Business
Administration from West Virginia Wesleyan College in 1978 and
an MS in Business Administration from Robert Morris University
in 1992.
Available
Information
We file annual, quarterly and current reports and other
information with the Securities and Exchange Commission
(SEC). These filings are available to the public at
the SECs web site at
http://www.sec.gov.
You may also read and copy any document we file at the
SECs public reference room located in Washington, DC
20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room.
Our internet website address is www.horsehead.net. Our annual
reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13 or 15(d) of the Exchange Act are available free
of charge through our website as soon as reasonably practicable
after they are electronically filed with, or furnished to, the
SEC. Additionally, our Code of Ethics may be accessed within the
Investor Relations section of our web site. Our website and the
information contained or incorporated therein are not intended
to be incorporated into this report.
In addition to the other information in this Annual Report on
Form 10-K,
the following risk factors should be read carefully in
connection with evaluating our business and the forward-looking
information contained in this Annual Report on
Form 10-K.
Any of the following risks could materially adversely affect our
business, operating results, financial condition and the actual
outcome of matters as to which we have made forward-looking
statements in this Annual Report on
Form 10-K.
There may be additional risks and uncertainties that are not
presently known or that we do not currently consider to be
significant that may adversely affect our business, performance
or financial condition in the future.
The
metals industry is highly cyclical. Fluctuations in the
availability of zinc and nickel and in levels of customer demand
have historically been severe, and future changes and/or
fluctuations could cause us to experience lower sales volumes,
which would negatively impact our profit margins.
The metals industry is highly cyclical. The length and magnitude
of industry cycles have varied over time and by product but
generally reflect changes in macroeconomic conditions, levels of
industry capacity and availability of usable raw materials. The
overall levels of demand for our products containing zinc or
nickel reflect fluctuations in levels of end-user demand, which
depend in large part on general macroeconomic conditions in
North America and regional economic conditions in our markets.
For example, many of the principal consumers of zinc metal and
zinc-related products operate in industries such as
transportation, construction or general manufacturing, that
themselves are heavily dependent on general economic conditions,
including the availability of affordable energy sources,
employment levels, interest rates, consumer confidence and
housing demand. These cyclical shifts in our
16
customers industries tend to result in significant
fluctuations in demand and pricing for our products and
services. As a result, in periods of recession or low economic
growth, such as the one we are currently experiencing, metals
companies, including ours, have generally tended to
under-perform compared to other industries. We generally have
high fixed costs, so changes in industry demand that impact our
production volume also can significantly impact our profit
margins and our overall financial condition. Economic downturns
in the national and international economies and a prolonged
recession in our principal industry segments have had a negative
impact on our operations and on those of our predecessor both
recently and in the past, and a continuation or further
deterioration of current economic conditions could have a
negative impact on our future financial condition or results of
operations.
Current
or future credit and financial market conditions could
materially and adversely affect our business and results of
operations in several ways.
Financial markets in the United States, Europe and Asia have
experienced extreme disruption, including, among other things,
extreme volatility in securities prices, severely diminished
liquidity and credit availability, rating downgrades of certain
investments and declining valuations of others. Despite some
improvement in credit and financial markets, there can be no
assurance that there will not be further deterioration in these
markets and confidence in economic conditions. These economic
developments affect businesses such as ours in a number of ways.
Tightening of credit in financial markets may delay or prevent
our customers from securing funding adequate to honor their
existing contracts with us or to enter into new contracts to
purchase our products and could result in a decrease in or
cancellation of orders for our products. Our customers may also
seek to delay deliveries of our products under existing
contracts, which may postpone our ability to recognize revenue
on contracts in our order backlog.
Our business is also adversely affected by decreases in the
general level of economic activity, including the levels of
purchasing and investment in general. Strengthening of the rate
of exchange for the U.S. dollar against certain major
currencies may adversely affect our results or may adversely
affect our domestic customers ability to export their
product. We may also face increased risk that the counterparty
to a hedging transaction that we enter or have entered into may
default on its obligation to pay or deliver under the forward
contract.
We are unable to predict the likely duration and severity of
disruptions in financial markets and sluggish economic
conditions in the United States and other countries, and any
resulting effects or changes, including those described above,
may have a material and adverse effect on our business, results
of operations and financial condition.
Changes
in the prices of zinc and nickel will have a significant impact
on our operating results and financial condition.
We derive most of our revenue from the sale of zinc and nickel
-based products. Changes in the market price of zinc and nickel
impact the selling prices of our products, and therefore our
profitability is significantly affected by decreased zinc and
nickel prices. Market prices of these metals are dependent upon
supply and demand and a variety of factors over which we have
little or no control, including:
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U.S. and world economic conditions;
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availability and relative pricing of metal substitutes;
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labor costs;
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energy prices;
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environmental laws and regulations;
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weather; and
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import and export restrictions.
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Declines in the price of zinc have had a negative impact on our
operations in the past, and future declines could have a
negative impact on our future financial condition or results of
operations. In 2002, record low zinc prices, together with high
operational and legacy environmental costs and inefficiencies,
caused our predecessor, HII, to
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file for Chapter 11 bankruptcy protection. Market
conditions beyond our control determine the prices for our
products, and the price for any one or more of our products may
fall below our production costs, requiring us to either incur
short-term losses
and/or idle
or permanently shut down production capacity. Market prices for
zinc and nickel may decrease, and therefore our operating
results may be significantly harmed.
Some
of our products and services are vulnerable to long-term
declines in demand due to competing technologies, materials or
imports, which would significantly reduce our
sales.
Our zinc and nickel-based products compete with other materials
in many of their applications. For example, our zinc is used by
steel fabricators in the hot dip galvanizing process, in which
steel is coated with zinc in order to protect it from corrosion.
Steel fabricators also can use paint, which we do not sell, for
corrosion protection. Demand for our zinc as a galvanizing
material may shift depending on how customers view the
respective merits of hot dip galvanizing and paint. In addition,
some of our customers may reduce or eliminate their usage of PW
grade zinc metal because it contains a small amount of lead and
may switch to other grades of zinc metal that we do not produce.
Our nickel-based products are used in the stainless steel
industry. Demand for our products and services may decline if
demand for stainless steel lessens. Nickel-bearing stainless
steel faces competition from stainless steels containing a lower
level of nickel or no nickel. Domestic production of stainless
steel may be negatively impacted by imports.
In addition, in periods of high zinc and nickel prices,
consumers of these metals may have additional incentives to
invest in the development of technologically viable substitutes
for zinc and nickel-based products. Similarly, customers may
develop ways to manufacture their products by using less zinc
and nickel-based material than they do currently. If one or more
of our customers successfully identify alternative products that
can be substituted for our zinc or nickel-based products, or
find ways to reduce their zinc or nickel consumption, our sales
to those and other customers would likely decline.
Demand for our EAF dust or nickel-bearing waste recycling
operations may decline to the extent that steel mini-mill
producers identify less expensive or more convenient
alternatives for the disposal of their EAF dust or
nickel-bearing waste or if the EPA were to no longer classify
EAF dust as a listed hazardous waste. We may in the future face
increased competition from other EAF dust or nickel-bearing
waste recyclers, including new entrants into those recycling
markets, or from landfills implementing more effective disposal
techniques. Furthermore, our current recycling customers may
seek to capitalize on the value of the EAF dust or
nickel-bearing waste produced by their operations, or may seek
to recycle their material themselves, or reduce the price they
pay to us for the material they deliver to us. Any of these
developments would have an adverse effect on our financial
results.
We may
be unable to compete effectively against manufacturers of zinc
and nickel products in one or more of our markets, which would
limit our market share and/or reduce our sales and our operating
profit margins.
We face intense competition from regional, national and global
companies in each of the markets we serve, where we face also
the potential for future entrants and competitors. We compete on
the basis of product quality, on-time delivery performance and
price, with price representing a more important factor for our
larger customers and for sales of standard zinc products than
for smaller customers and customers to whom we sell value-added
zinc-based products. Our competitors include other independent
zinc producers as well as vertically integrated zinc companies
that mine and produce zinc. Some of our competitors have
substantially greater financial and other resources than we do.
In addition, we estimate that our products comprised only
approximately 12% of total zinc consumption in the United States
in 2010, and several of our competitors have greater market
share than we do. Our competitors may also foresee the course of
market development more accurately than we do, sell products at
a lower price than we can
and/or adapt
more quickly to new technologies or industry and customer
requirements. We operate in a global marketplace, and zinc metal
imports now represent approximately 74% of U.S. zinc metal
consumption.
In the future, foreign zinc metal producers may develop new ways
of packaging and transporting zinc metal that could mitigate the
freight cost and other shipping limitations that we believe
currently limit their ability to more
18
fully penetrate the U.S. zinc market. If our customers in
any of the end-user markets we serve were to shift their
production outside the United States and Canada, then those
customers would likely source zinc overseas, and, as a result,
our net sales and results of operations would be adversely
affected. If we cannot compete other than by reducing prices, we
may lose market share and suffer reduced profit margins. If our
competitors lower their prices, it could inhibit our ability to
compete for customers with higher value-added sales and could
lead to a reduction in our sales volumes and profit. If our
product mix changed as a result of competitive pricing, it could
have an adverse impact on our gross margins and profitability.
If we
fail to implement our business strategy, our financial condition
and results of operations could be materially and adversely
affected.
Our ability to achieve our business and financial objectives is
subject to a variety of factors, many of which are beyond our
control. For example, factors such as increased competition,
legal and regulatory developments, general economic conditions
or increased operating costs could prevent us from increasing
our capacity, implementing further productivity improvements,
investing in technology upgrades or continuing to enhance our
business and product mix.
An important part of our strategy is to grow our business by
expanding our capacity to process EAF dust. One new kiln was
placed into service in 2008 at our Rockwood, Tennessee facility
and two new kilns were placed into service in 2010 at our new
recycling facility in Barnwell, South Carolina. We have also
initiated a project to invest in a new, lower-cost technology to
process EAF dust-based feedstock and other recycled materials
into special high grade zinc and other zinc products. We may
need additional financing to implement our strategy and we may
not have access to the funding required for the investments on
acceptable terms. Our construction costs may also increase to
levels that would make our facilities unprofitable to operate.
Our planned projects may also suffer significant delays or cost
overruns as a result of a variety of factors, such as shortages
of workers or materials, transportation constraints, adverse
weather, unforeseen difficulties or labor issues, any of which
could prevent us from completing our expansion plans as
currently expected. Our project plans may also result in other
unanticipated adverse consequences, such as the diversion of
managements attention from our existing operations. In
addition, even if we are able to implement our strategy,
projected increases in EAF dust recycling may not materialize to
the extent we expect, or at all, resulting in unutilized
capacity. Any failure to successfully implement our business
strategy, including for any of the above reasons, could
materially and adversely affect our financial condition and
results of operations. We may, in addition, decide to alter or
discontinue certain aspects of our business strategy at any time.
Our
business could be harmed if we do not successfully manage the
integration of businesses that we acquire in the future or we
may not realize all or any of the anticipated benefits from
acquisitions we make in the future.
As part of our business strategy, we have and may continue to
acquire other businesses that complement our core capabilities.
The benefits of an acquisition may often take considerable time
to develop and may not be realized. Business acquisitions entail
a number of inherent risks such as:
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the potential loss of key customers and employees of the
acquired business;
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the in-ability to achieve the operating and financial synergies
anticipated from an acquisition;
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disruptions that can arise from the integration of the acquired
business; and
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potential unknown liabilities or other difficulties associated
with the acquired businesses.
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As a result of the aforementioned and other risks, we may not
realize the anticipated benefits from acquisitions, which could
adversely affect our business.
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Work
stoppages and other labor matters could interrupt our production
or increase our costs, either of which would negatively impact
our operating results.
As of December 31, 2010, we had 1,089 employees, 815,
or approximately 75%, of whom were covered by union contracts.
Six of the seven collective bargaining agreements to which we
are a party are scheduled to expire in 2011. We may be unable to
resolve any of these contract negotiations without work
stoppages or significant increases in costs, which could have a
material adverse effect on our financial condition, cash flows
and operating results. We may be unable to maintain satisfactory
relationships with our employees and their unions, and we may
encounter strikes, further unionization efforts or other types
of conflicts with labor unions or our employees, which may
interfere with our production or increase our costs, either of
which would negatively impact our operating results.
Equipment
or power failures, delays in deliveries or catastrophic loss at
any of our facilities, such as experienced in the explosion at
our Monaca, Pennsylvania facility that occurred on July 22,
2010, could prevent us from meeting customer demand, reduce our
sales, increase our costs and/or negatively impact our results
of operations.
An interruption in production or service capabilities at any of
our production facilities as a result of equipment or power
failure or other reasons could limit our ability to deliver
products to our customers, reducing our net sales and net
income, increasing our costs and potentially damaging
relationships with our customers. Any significant delay in
deliveries to our customers could lead to increased returns or
cancellations, damage to our reputation
and/or
permanent loss of customers. Any such production stoppage or
delay could also require us to make unplanned capital
expenditures, which together with reduced sales and increased
costs, could adversely affect our results or operations.
For instance, in July 2010, we experienced an explosion at our
Monaca, Pennsylvania facility that resulted in two fatalities
and injuries to at least two employees. It was determined that
each of the ten columns used to produce zinc oxide and refined
zinc metal needed to be rebuilt before production could be
restarted using these columns, and we were unable to commence
reconstruction for several weeks pending completion of various
regulatory and other investigations. Consequently, during 2010
we lost approximately 12,000 tons of zinc production, incurred
$16.4 million in increased costs related to the incident
and estimate that our profit in 2010 was decreased by
$17.3 million excluding the amounts of any insurance
recovery.
Furthermore, because many of our customers are, to varying
degrees, dependent on deliveries from our facilities, customers
that have to reschedule their own production due to our missed
deliveries could pursue financial claims against us. Our
facilities are also subject to the risk of catastrophic loss due
to unanticipated events such as fires, the explosion at our
Monaca, Pennsylvania facility, adverse weather conditions or
other events. We have experienced, and may experience in the
future, periods of reduced production as a result of repairs
that are necessary to our kiln, smelting and refinery
operations. If any of these events occur in the future, they
could have a material adverse effect on our business, financial
condition or results of operations. Our insurance policies may
not cover all of our losses and we could incur uninsured losses
and liabilities arising from, among other things, loss of life,
physical damage, business interruptions and product liability
including losses resulting from the explosion at our Monaca,
Pennsylvania facility.
Fluctuations
in the cost or availability of electricity, coke, coal and/or
natural gas would lead to higher manufacturing costs, thereby
reducing our margins and limiting our cash flows from
operations.
Energy is one of our most significant costs, comprising
approximately $70 million of our production costs in 2010.
Our processes rely on electricity, coke and natural gas in order
to operate, our freight operations depend heavily on the
availability of diesel fuel and our Monaca power plant uses coal
to generate electricity for our operations in that facility.
Energy prices, particularly for electricity, natural gas, coal,
coke and diesel fuel, have been volatile and have exceed
historical averages in recent years. These fluctuations impact
our manufacturing costs and contribute to earnings volatility.
We estimate that a hypothetical 10% increase in electricity,
natural gas and coke costs would have reduced our income from
operations by approximately $7 million for 2010. In
addition, in the event of an interruption in the supply of coal
to our power plant at our Monaca facility, that facility would
be
20
required to purchase electricity, which may not be available and
would be subject to the same risks related to an increase in
electricity costs. In addition, at most of our facilities we do
not maintain sources of secondary power, and therefore any
prolonged interruptions in the supply of energy to our
facilities could result in lengthy production shutdowns,
increased costs associated with restarting production and waste
of production in progress. We have experienced rolling power
outages in the past, and any future outages would reduce our
production capacity, reducing our net sales and potentially
impacting our ability to deliver products to our customers.
If we
were to lose order volumes from any of our major customers, our
sales could decline significantly and our cash flows may be
reduced.
In 2010, our ten largest customers were responsible for 46% of
our consolidated sales. In 2010, three of INMETCOs
customers provided 83% of its sales. A loss of order volumes
from, or a loss of industry share by, any major customer could
negatively affect our financial condition and results of
operations by lowering sales volumes, increasing costs and
lowering profitability. In addition, several of our customers
have become involved in bankruptcy or insolvency proceedings and
have defaulted on their obligations to us in recent years. We
may be required to record significant additional reserves for
accounts receivable from customers which may have a material
impact on our financial condition, results of operations and
cash flows.
In addition, approximately 20% by volume of our zinc product
shipments in 2010 were to customers who do not have long-term
contractual arrangements with us. These customers purchase
products and services from us on a spot basis and may choose not
to continue to purchase our products and services. The loss of
these customers or a significant reduction in their purchase
orders could have a negative impact on our sales volume and
business.
Our
operations are subject to numerous federal and state statutes
that regulate the protection of the health and safety of our
employees, and changes in health and safety regulation could
result in significant costs, which would reduce our margins and
adversely affect our cash flow from operations.
We are subject to the requirements of the OSHA, and comparable
state statutes that regulate the protection of the health and
safety of workers. In addition, the OSHA hazard communication
standard requires that information be maintained about hazardous
materials used or produced in operations and that this
information be provided to employees, state and local government
authorities and citizens. We are also subject to federal and
state laws regarding operational safety. Costs and liabilities
related to worker safety may be incurred and any violation of
health and safety laws or regulations could impose substantial
costs on us. Possible future developments, including stricter
safety laws for workers or others, regulations and enforcement
policies and claims for personal injury or property damages
resulting from our operations could result in substantial costs
and liabilities that could reduce the amount of cash that we
would otherwise have to distribute or use to service our
indebtedness or further enhance our business.
Litigation
related to worker safety may result in significant liabilities
and limit our profitability.
We may be involved in claims and litigation filed on behalf of
persons alleging injuries suffered predominantly because of
occupational exposure to substances at our facilities. It is not
possible to predict the ultimate outcome of these claims and
lawsuits due to the unpredictable nature of personal injury
litigation. If these claims and lawsuits, individually or in the
aggregate, were finally resolved against us, our results of
operations and cash flows could be adversely affected.
We are
subject to stringent environmental regulation, which may cause
us to incur significant costs and liabilities that could
materially harm our operating results.
Our business is subject to a variety of environmental
regulations and our operations expose us to various potential
environmental liabilities. For example, we recycle EAF dust,
which is listed and regulated as a hazardous waste under the
EPAs solid waste Resource Conservation and Recovery Act
(RCRA). Failure to properly process and manage EAF
dust could result in significant liability for us, including,
among other things, costs for health-related claims or for
reclamation of hazardous substances in the environment. In
addition, as part of the purchase of assets out of bankruptcy,
we inherited responsibility for several environmental issues
from our predecessor at our Palmerton and Bartlesville
facilities. The Palmerton issues are cited in a 1995 EPA and
PADEP consent decree, and
21
the Bartlesville issues are covered in a consent agreement with
the Oklahoma Department of Environmental Quality for RCRA
cleanup work. A reserve in the amount of $2.2 million was
established as of December 31, 2010, to cover the cost of
construction of a storage building for calcine kiln feed
materials at our Palmerton facility, and for cleanup costs at
our Bartlesville, Oklahoma facility. We may also incur costs
related to future compliance with air emission regulations
including Maximum Achievable Control Technology
(MACT) rules relating to industrial boilers, future
MACT regulations relating to the non-ferrous secondary metals
production category, revised rules related to the National
Ambient Air Quality Standard (NAAQS) for lead
emissions at our Monaca facility, the proposed Clean Air
Transport Rule that focuses on reducing emissions that
affect a downwind states ability to meet NAAQS
for a variety of pollutants, including nitrogen oxides and
sulfur oxides, from our Monaca power plant and Pennsylvania
regulations that are more stringent than the federal MACT
regulations that would apply to mercury emissions from coal
combustion at our Monaca power plant. Our total cost of
environmental compliance at any time depends on a variety of
regulatory, technical and factual issues, some of which cannot
be anticipated. Additional environmental issues could arise, or
laws and regulations could be passed and promulgated, resulting
in additional costs, which our reserves may not cover and which
could materially harm our operating results.
Potential
federal climate change legislation or greenhouse gas regulation
could result in increased operating costs and reduced demand for
our products.
Over the past two years, Congress has considered legislation
that would cap and reduce emissions of greenhouse gases
(GHGs) for most industrial sectors, although to date
no major climate change bill has been enacted. In June 2009, the
U.S. House of Representatives passed the American Clean
Energy Security Act of 2009, which was introduced by Rep. Henry
Waxman (D-CA) and Rep. Edward Markey (D-MA) and commonly known
as Waxman-Markey. This bill would have established
an economy-wide
cap-and-trade
system for emissions of GHGs, seeking to reduce them 17% below
2005 levels by 2020 and 83% below 2005 levels by 2050. Under
Waxman-Markey, sources that emit GHGs would have been required
to hold an emission allowance or an offset credit for each
carbon dioxide-equivalent ton of a GHG emitted or produced on
site. Broadly, Waxman-Markey and similar regulatory programs
would likely have resulted in increased costs associated with
the production and combustion of carbon-intensive fuels such as
coal, oil, refined petroleum products, and gas. The
U.S. Senate did not vote on the House-passed bill in the
last Congressional term. It is possible that similar legislation
could be proposed again in the near future.
In addition, the EPA has begun regulating GHG emissions under
the Clean Air Act in response to the Supreme Courts 2007
decision in Massachusetts v. EPA. In December 2009,
EPA published its findings that atmospheric concentrations of
GHGs endanger public health and welfare pursuant to the Clean
Air Act and that GHG emissions from new motor vehicles and new
motor vehicle engines are contributing to air pollution
endangering public health and welfare pursuant to the Clean Air
Act. Although these findings do not by themselves impose any
requirements with respect to sources emitting GHGs and contain
no specific emission reduction targets, they have resulted in
subsequent efforts by EPA to regulate GHGs under the Clean Air
Act.
Following the endangerment finding, the EPA conducted several
rulemakings that, although currently subject to pending legal
challenges, would regulate GHGs from certain stationary sources
under the Clean Air Act. Separately, EPA has promulgated a
series of rulemakings requiring the reporting of GHG emissions.
The adoption and implementation of any regulations imposing
reporting obligations on, or limiting emissions of GHGs from,
our equipment and operations could require us to incur
significant costs to reduce emissions of GHGs associated with
our operations.
We believe we are in substantial compliance with existing
environmental laws and regulations applicable to our current
operations. However, accidental spills or releases may occur in
the course of our operations, and we cannot give any assurance
that we will not incur substantial costs and liabilities as a
result of such spills or releases, including those relating to
claims for damage to property and persons. Moreover, we cannot
give any assurance that the passage of more stringent laws or
regulations in the future will not have a negative effect on our
business, financial condition and results of operations.
22
Our
hedging strategies may fail to protect us from changes in the
prices for natural gas, coal and zinc, which could reduce our
gross margin and cash flow.
We pursue various hedging strategies, including entering into
forward purchase contracts and put options, in order to reduce
our exposure to losses from adverse changes in the prices for
natural gas, coal and zinc. Our hedging activities vary in scope
based upon the level and volatility of natural gas, coal and
zinc prices and other changing market conditions. Our hedging
activity may fail to protect or could harm our operating results
because, among other things:
|
|
|
|
|
hedging can be expensive, particularly during periods of
volatile prices;
|
|
|
|
available hedges may not correspond directly with the risks that
we are seeking to protect ourselves against;
|
|
|
|
the duration of the hedge may not match the duration of the risk
that we are seeking to protect ourselves against; and
|
|
|
|
the counterparty to a hedging transaction may default on its
obligation to pay or deliver under the forward contract.
|
We
depend on the service of key individuals, the loss of whom could
materially harm our business.
Our success will depend, in part, on the efforts of our
executive officers and other key employees, none of whom are
covered by key person insurance policies. These individuals
possess sales, marketing, engineering, manufacturing, financial
and administrative skills that are critical to the operation of
our business. If we lose or suffer an extended interruption in
the services of one or more of our executive officers or other
key employees, our business, results of operations and financial
condition may be negatively impacted. Moreover, the market for
qualified individuals may be highly competitive and we may not
be able to attract and retain qualified personnel to succeed
members of our management team or other key employees, should
the need arise.
We may
not be able to protect our intellectual property, particularly
our proprietary technology related to the recycling of EAF dust,
the smelting of recycled zinc and the processing of
nickel-bearing materials. Our market share and results of
operations could be harmed.
We rely upon proprietary know-how and continuing technological
innovation and other trade secrets to develop and maintain our
competitive position. Our competitors could gain knowledge of
our know-how or trade secrets, either directly or through one or
more of our employees or other third parties. If one or more of
our competitors can use or independently develop such know-how
or trade secrets, our market share, sales volumes and profit
margins could be adversely affected.
We
depend on third parties for transportation services, and their
failure to deliver raw material to us or finished products to
our customers could increase our costs and harm our reputation
and operating results.
We rely primarily on third parties for transportation of the
products we manufacture, as well as the delivery of EAF dust to
our recycling plants and other raw materials, including recycled
zinc, to our Monaca production facility. In particular, a
substantial portion of the raw materials we use is transported
by railroad, which is highly regulated. If any of our
third-party transportation providers were to fail to deliver our
products in a timely manner, we may be unable to sell those
products at full value or at all. Similarly, if any of these
providers were to fail to deliver raw materials to us in a
timely manner, we may be unable to meet customer demand. In
addition, if any of these third parties were to cease operations
or cease doing business with us, we may be unable to replace
them at reasonable cost. Any failure of a third-party
transportation provider to deliver raw materials or finished
products in a timely manner could disrupt our operations, harm
our reputation and have a material adverse effect on our
financial condition and operating results.
23
The
market price for shares of our common stock has been and may
continue to be highly volatile and subject to wide
fluctuations.
The market for common stock has been subject to significant
disruptions that have caused substantial volatility in the
prices of these securities, which may or may not have
corresponded to the business or financial success of the
particular company. The market price for shares of our common
stock has been volatile and could decline if our future
operating results fail to meet or exceed the expectations of
market analysts and investors or current economic or market
conditions persist or worsen.
Some specific factors that may have a significant effect on the
future market price of our shares of common stock include:
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actual or expected fluctuations in our operating results;
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|
actual or expected changes in our growth rates or our
competitors growth rates;
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|
changes in general economic conditions or conditions in our
industry generally;
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changes in conditions in the financial markets;
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|
our inability to raise additional capital;
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|
increases in our cost of capital;
|
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|
|
changes in applicable laws or regulations, court rulings and
enforcement and legal actions;
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|
adverse market reaction to any increased indebtedness we incur
in the future;
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|
additions or departures of key management personnel;
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|
actions by our stockholders;
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|
changes in market prices for our products or for our raw
materials; and
|
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|
changes in stock market analyst research and recommendations
regarding the shares of our common stock, other comparable
companies or our industry generally.
|
As a result of these and other factors, you may be unable to
resell your shares of our common stock at or above the price you
paid for such shares.
We do
not have any current plan to pay dividends on our common stock,
and as a result, your only opportunity to achieve a return on
your investment in our common stock is if the price of our
common stock increases.
We anticipate that we will retain all future earnings and other
cash resources for the future operation and development of our
business. Accordingly, we do not intend to declare or pay
regular cash dividends on our common stock in the near future.
Payment of any future dividends will be at the discretion of our
board of directors after taking into account many factors,
including our operating results, financial conditions, current
and anticipated cash needs and plans for expansion. The
declaration and payment of any dividends on our common stock may
also be restricted by the terms of any future credit facilities.
As a result, your only opportunity to achieve a return on your
investment in us will be if the price of our common stock
increases and if you are able to sell your shares at a profit.
You may not be able to sell shares of our common stock at a
price that exceeds the price that you pay.
Provisions
of our amended certificate of incorporation and by-laws could
delay or prevent a takeover of us by a third party and may
prevent attempts by stockholders to replace or remove our
current management.
Provisions in our amended certificate of incorporation and
by-laws and of Delaware corporate law may make it difficult and
expensive for a third party to pursue a tender offer, change in
control or takeover attempt that is opposed by our management
and board of directors. These anti-takeover provisions could
substantially impede the ability of public stockholders to
benefit from a change of control or change our management and
board of directors.
24
In addition, Section 203 of the Delaware General
Corporation Law may discourage, delay or prevent a change in
control by prohibiting us from engaging in a business
combination with an interested stockholder for a period of three
years after the person becomes an interested stockholder. These
provisions could limit the price that certain investors might be
willing to pay in the future for shares of our common stock and
limit the return, if any, you are able to achieve on your
investment in us.
|
|
ITEM 1B.
|
UNRESOLVED
STAFF COMMENTS
|
None.
As of December 31, 2010, our zinc production operations are
located in Monaca and Palmerton, Pennsylvania and our principal
zinc recycling operations are located in Palmerton, Calumet,
Illinois, Rockwood, Tennessee and Barnwell, South Carolina. Our
INMETCO recycling operations are located in Ellwood City,
Pennsylvania.
The chart below provides a brief description of each of our
production facilities:
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Own/
|
|
|
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Annual
|
|
Location
|
|
Lease
|
|
Process
|
|
Product
|
|
Capacity
|
|
|
|
|
|
|
|
|
|
(Tons)
|
|
|
Monaca, PA
|
|
Own
|
|
Finished Product
|
|
PW Metal
|
|
|
88,000
|
|
|
|
|
|
|
|
Zinc Oxide
|
|
|
90,000
|
|
|
|
|
|
|
|
SSHG Metal
|
|
|
15,000
|
|
|
|
|
|
|
|
Zinc Dust
|
|
|
5,900
|
|
Barnwell, SC
|
|
Own
|
|
Recycling
|
|
CZO(2)
|
|
|
180,000
|
*
|
Calumet, IL
|
|
Own
|
|
Recycling
|
|
CZO
|
|
|
169,000
|
*
|
Palmerton, PA
|
|
Own
|
|
Recycling
|
|
Calcine
|
|
|
130,000
|
(3)
|
|
|
|
|
|
|
CZO
|
|
|
273,000
|
*
|
|
|
|
|
|
|
Zinc Powder
|
|
|
5,000 to 14,000
|
(4)
|
|
|
|
|
Finished Products
|
|
Zinc Copper Base
|
|
|
3,000
|
|
Rockwood, TN
|
|
Own
|
|
Recycling
|
|
CZO
|
|
|
148,000
|
*
|
|
|
|
|
|
|
Nickel-chromium-iron
|
|
|
|
|
Ellwood City, PA
|
|
Own
|
|
Recycling
|
|
alloy
|
|
|
70,000
|
*
|
|
|
|
|
|
|
Cadmium
|
|
|
5,000
|
|
Total carbon steel EAF dust Recycling Capacity
|
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|
|
|
|
|
|
|
770,000
|
|
Total Smelting Capacity
|
|
|
|
|
|
|
|
|
175,000
|
|
|
|
|
* |
|
EAF dust and other metal-bearing wastes recycling and processing
capacity |
|
(1) |
|
Facility is owned, property is leased; lease expires July 2011. |
|
(2) |
|
CZO, with approximately 55% 65% zinc content, is
produced by our recycling operations and is used as a feedstock
for our zinc facility in Monaca or further processed in
Palmerton into zinc calcine (up to 65% 70% zinc
content) before being used as a feedstock in Monaca. |
|
(3) |
|
Assumes that one of four kilns is operated to produce calcine
and the other three kilns are operated to produce CZO. |
|
(4) |
|
Depending upon grade. |
We believe that our existing space is adequate for our current
operations. We believe that suitable replacement and additional
space will be available in the future on commercially reasonable
terms.
25
|
|
ITEM 3.
|
LEGAL
PROCEEDINGS
|
We are party to various litigation, claims and disputes,
including labor regulation claims and U.S. Occupational
Safety and Health Act (OSHA) and environmental
regulation violations, some of which are for substantial
amounts, arising in the ordinary course of business. While the
ultimate effect of such actions cannot be predicted with
certainty, we expect that the outcome of these matters will not
result in a material adverse effect on our business, financial
condition or results of operations.
We entered into a Consent Order and Agreement with the
Pennsylvania Department of Environmental Protection, dated
June 28, 2006, related to the resolution of fugitive
emission violations at our Monaca facility. Under the Consent
Order and Agreement, we are required to submit a written plan
for evaluating and implementing corrective action regarding
fugitive air emissions at our Monaca facility and to implement
the required corrective action. We have delivered the
implementation plan and have begun corrective measures,
including enhancements to emission incident reporting and
follow-up;
maintenance and preventive maintenance on certain emission
control equipment such as ducts, capture hoods, fabric-filter
collectors and appurtenances; and development and implementation
of department-specific emission-control plans. Additionally, we
paid an initial civil penalty of $50,000 and were obligated to
pay an additional $2,500 monthly, subject to extended or
early termination. The consent order was renewed in June 2010,
with an agreement that extended the payment of the monthly civil
penalty to July 2011, increased the amount to
$6,500 monthly and is subject to extension to July 2012.
|
|
ITEM 4.
|
(REMOVED
AND RESERVED)
|
PART II
|
|
ITEM 5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Market
Information
Our common stock has been listed on The NASDAQ Global Select
Market under the symbol ZINC since August 10,
2007. The highest and lowest sale prices of our common stock for
the most recent eight quarters were:
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Quarter
|
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High
|
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Low
|
|
|
2010
|
|
|
|
|
|
|
|
|
10/01/10 12/31/10
|
|
$
|
13.81
|
|
|
$
|
9.45
|
|
07/01/10 09/30/10
|
|
|
10.09
|
|
|
|
7.11
|
|
04/01/10 06/30/10
|
|
|
12.81
|
|
|
|
7.33
|
|
01/01/10 03/31/10
|
|
|
13.92
|
|
|
|
8.31
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|
2009
|
|
|
|
|
|
|
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|
10/01/09 12/31/09
|
|
$
|
13.36
|
|
|
$
|
9.35
|
|
07/01/09 9/30/09
|
|
|
12.90
|
|
|
|
7.11
|
|
04/01/09 6/30/09
|
|
|
9.34
|
|
|
|
5.15
|
|
01/01/09 3/31/09
|
|
|
5.90
|
|
|
|
3.15
|
|
As of March 9, 2011, there were six holders of record of
our common stock and approximately 9,100 beneficial owners of
such stock. The transfer agent and registrar for our common
stock is Computershare, P.O. Box 43078, Providence,
Rhode Island,
02940-3078,
Toll-free telephone
800-622-6757
(US, Canada, Puerto Rico),
781-575-4735
(non-US).
26
Unregistered
Sales of Equity Securities
None.
Dividends
We currently do not plan to pay dividends on our common stock.
Any future credit facility that we may enter into might restrict
our ability to pay dividends.
Any future determination to pay dividends will depend upon,
among other factors, our results of operations, financial
condition, capital requirements, debt covenants, any contractual
restrictions and any other considerations our board of directors
deems relevant.
Securities
Authorized for Issuance under Equity Compensation
Plans
Information regarding securities authorized for issuance under
our equity compensation plans may be found in our Proxy
Statement related to the 2011 Annual Meeting of Stockholders and
is incorporated herein by reference.
27
Performance
Graph
The following graph compares the forty month cumulative
stockholder return on our common stock with the return on the
Russell 2000 Index and a Peer Group Index, from August 31,
2007 through December 31, 2010, the end of our fiscal year.
The graph assumes investments of $100 on August 10, 2007 in
our common stock, the Russell 2000 Index and the Peer Group
Index and assumes the reinvestment of all dividends. The Peer
Group Index is composed of Harsco Corp., Lundin Mining Corp.,
Nyrstar, Schnitzer Steel Industries Inc., Teck Cominco Limited,
Umicore SA, Sims Group Limited, Hudbay Minerals Inc. and
Breakwater Resources Limited and is weighted by each of their
relative market capitalizations at the beginning of each month
for which returns are reported. One member of the Peer Group in
2007, Metals Management, Inc., merged in 2008 with another
member of the Peer Group, Sims Group Limited, and is
therefore no longer included in the Peer Group Index.
COMPARISON
OF 40 MONTH CUMULATIVE TOTAL RETURN*
Among
Horsehead Holding Corp., The Russell 2000 Index
And A Peer Group
*$100 invested on
8/10/07 in
stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
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2007
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2008
|
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8/10
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|
8
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|
9
|
|
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10
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|
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11
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12
|
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|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
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8
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9
|
|
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10
|
|
|
11
|
|
|
12
|
|
|
|
All amounts rounded to the nearest dollar
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|
|
|
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|
Horsehead Holding Corp.
|
|
|
$
|
100
|
|
|
|
$
|
101
|
|
|
|
$
|
121
|
|
|
|
$
|
123
|
|
|
|
$
|
89
|
|
|
|
$
|
91
|
|
|
|
$
|
81
|
|
|
|
$
|
84
|
|
|
|
$
|
62
|
|
|
|
$
|
75
|
|
|
|
$
|
76
|
|
|
|
$
|
65
|
|
|
|
$
|
66
|
|
|
|
$
|
44
|
|
|
|
$
|
32
|
|
|
|
$
|
19
|
|
|
|
$
|
17
|
|
|
|
$
|
25
|
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000
|
|
|
|
100
|
|
|
|
|
101
|
|
|
|
|
102
|
|
|
|
|
105
|
|
|
|
|
98
|
|
|
|
|
98
|
|
|
|
|
91
|
|
|
|
|
88
|
|
|
|
|
88
|
|
|
|
|
92
|
|
|
|
|
96
|
|
|
|
|
88
|
|
|
|
|
92
|
|
|
|
|
95
|
|
|
|
|
88
|
|
|
|
|
69
|
|
|
|
|
61
|
|
|
|
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peer Group
|
|
|
|
100
|
|
|
|
|
107
|
|
|
|
|
116
|
|
|
|
|
119
|
|
|
|
|
108
|
|
|
|
|
112
|
|
|
|
|
101
|
|
|
|
|
113
|
|
|
|
|
111
|
|
|
|
|
117
|
|
|
|
|
124
|
|
|
|
|
114
|
|
|
|
|
101
|
|
|
|
|
95
|
|
|
|
|
67
|
|
|
|
|
36
|
|
|
|
|
36
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
12
|
|
|
|
All amounts rounded to the nearest dollar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Horsehead Holding Corp.
|
|
|
$
|
21
|
|
|
|
$
|
20
|
|
|
|
$
|
30
|
|
|
|
$
|
38
|
|
|
|
$
|
39
|
|
|
|
$
|
40
|
|
|
|
$
|
57
|
|
|
|
$
|
60
|
|
|
|
$
|
63
|
|
|
|
$
|
51
|
|
|
|
$
|
60
|
|
|
|
$
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000
|
|
|
|
57
|
|
|
|
|
50
|
|
|
|
|
55
|
|
|
|
|
63
|
|
|
|
|
65
|
|
|
|
|
66
|
|
|
|
|
73
|
|
|
|
|
75
|
|
|
|
|
79
|
|
|
|
|
74
|
|
|
|
|
76
|
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peer Group
|
|
|
|
38
|
|
|
|
|
32
|
|
|
|
|
39
|
|
|
|
|
46
|
|
|
|
|
55
|
|
|
|
|
54
|
|
|
|
|
60
|
|
|
|
|
61
|
|
|
|
|
68
|
|
|
|
|
68
|
|
|
|
|
73
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
12
|
|
|
|
All amounts rounded to the nearest dollar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Horsehead Holding Corp.
|
|
|
$
|
53
|
|
|
|
$
|
55
|
|
|
|
$
|
64
|
|
|
|
$
|
64
|
|
|
|
$
|
56
|
|
|
|
$
|
41
|
|
|
|
$
|
41
|
|
|
|
$
|
42
|
|
|
|
$
|
53
|
|
|
|
$
|
59
|
|
|
|
$
|
63
|
|
|
|
$
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000
|
|
|
|
79
|
|
|
|
|
83
|
|
|
|
|
89
|
|
|
|
|
95
|
|
|
|
|
87
|
|
|
|
|
81
|
|
|
|
|
86
|
|
|
|
|
80
|
|
|
|
|
90
|
|
|
|
|
93
|
|
|
|
|
97
|
|
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peer Group
|
|
|
|
71
|
|
|
|
|
71
|
|
|
|
|
78
|
|
|
|
|
78
|
|
|
|
|
69
|
|
|
|
|
63
|
|
|
|
|
69
|
|
|
|
|
69
|
|
|
|
|
79
|
|
|
|
|
82
|
|
|
|
|
85
|
|
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer
Purchases of Equity Securities
We did not repurchase any of our common stock during the fourth
quarter of the fiscal year ended December 31, 2010, and we
do not have a formal or publicly announced stock repurchase
program.
28
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA
|
We have derived the selected historical consolidated financial
information as of December 31, 2008, 2007 and 2006 and for
the years ended December 31, 2007 and 2006 from our audited
consolidated financial statements, which are not included in
this Annual Report on
Form 10-K.
We have derived the selected historical consolidated financial
information as of December 31, 2010 and 2009 and for the
years ended December 31, 2010, 2009 and 2008 from our
audited consolidated financial statements, which are included
elsewhere in this Annual Report on
Form 10-K.
The selected historical consolidated financial and other
information presented below is condensed and may not contain all
of the information that you should consider. You should read
this information in conjunction with the consolidated financial
statements of us and our predecessor, including, where
applicable, the related notes, and the Managements
Discussion and Analysis of Financial Condition and Results of
Operations section included in this Annual Report on
Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except for LME price and per share data)
|
|
|
Statement of income (loss) data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
382,362
|
|
|
$
|
216,530
|
|
|
$
|
445,921
|
|
|
$
|
545,579
|
|
|
$
|
496,413
|
|
Cost of sales (excluding depreciation)
|
|
|
305,522
|
|
|
|
226,171
|
|
|
|
353,248
|
|
|
|
373,359
|
|
|
|
360,181
|
|
Depreciation
|
|
|
18,612
|
|
|
|
15,982
|
|
|
|
12,797
|
|
|
|
10,150
|
|
|
|
8,536
|
|
Selling, general and administrative expenses
|
|
|
18,672
|
|
|
|
17,080
|
|
|
|
18,184
|
|
|
|
15,688
|
|
|
|
31,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
342,806
|
|
|
|
259,233
|
|
|
|
384,229
|
|
|
|
399,197
|
|
|
|
400,011
|
|
Income (loss) from operations
|
|
|
39,556
|
|
|
|
(42,703
|
)
|
|
|
61,692
|
|
|
|
146,382
|
|
|
|
96,402
|
|
Interest expense
|
|
|
(1,226
|
)
|
|
|
(2,340
|
)
|
|
|
(1,474
|
)
|
|
|
(7,589
|
)
|
|
|
(9,555
|
)
|
Interest and other income
|
|
|
849
|
|
|
|
883
|
|
|
|
1,871
|
|
|
|
3,037
|
|
|
|
327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
39,179
|
|
|
|
(44,160
|
)
|
|
|
62,089
|
|
|
|
141,830
|
|
|
|
87,174
|
|
Income tax provision (benefit)
|
|
|
14,409
|
|
|
|
(16,689
|
)
|
|
|
22,647
|
|
|
|
51,147
|
|
|
|
32,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
24,770
|
|
|
$
|
(27,471
|
)
|
|
$
|
39,442
|
|
|
$
|
90,683
|
|
|
$
|
54,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
|
$
|
3.13
|
|
|
$
|
2.70
|
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
|
$
|
2.85
|
|
|
$
|
2.01
|
|
Balance sheet data (at end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
109,557
|
|
|
$
|
95,480
|
|
|
$
|
122,768
|
|
|
$
|
76,169
|
|
|
$
|
958
|
|
Working capital
|
|
|
170,120
|
|
|
|
143,455
|
|
|
|
160,912
|
|
|
|
150,018
|
|
|
|
58,863
|
|
Property, plant and equipment, net
|
|
|
218,652
|
|
|
|
191,307
|
|
|
|
136,141
|
|
|
|
98,932
|
|
|
|
63,794
|
|
Total assets
|
|
|
496,136
|
|
|
|
438,262
|
|
|
|
358,478
|
|
|
|
314,804
|
|
|
|
205,706
|
|
Total long-term obligations, less current maturities
|
|
|
255
|
|
|
|
255
|
|
|
|
58
|
|
|
|
121
|
|
|
|
58,225
|
|
Stockholders equity
|
|
|
373,010
|
|
|
|
345,417
|
|
|
|
286,559
|
|
|
|
242,054
|
|
|
|
49,994
|
|
Cash flow statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash flow
|
|
$
|
57,306
|
|
|
$
|
(6,733
|
)
|
|
$
|
94,007
|
|
|
$
|
102,575
|
|
|
$
|
15,627
|
|
Investing cash flow
|
|
|
(44,134
|
)
|
|
|
(104,924
|
)
|
|
|
(50,671
|
)
|
|
|
(45,288
|
)
|
|
|
(14,249
|
)
|
Financing cash flow
|
|
|
905
|
|
|
|
84,369
|
|
|
|
3,263
|
|
|
|
17,924
|
|
|
|
(973
|
)
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tons of zinc product shipped
|
|
|
137
|
|
|
|
118
|
|
|
|
154
|
|
|
|
153
|
|
|
|
158
|
|
Average LME zinc price(1)
|
|
$
|
0.98
|
|
|
$
|
0.75
|
|
|
$
|
0.85
|
|
|
$
|
1.47
|
|
|
$
|
1.48
|
|
Capital expenditures
|
|
|
44,704
|
|
|
|
37,151
|
|
|
|
50,671
|
|
|
|
45,288
|
|
|
|
14,249
|
|
Depreciation and amortization
|
|
|
18,612
|
|
|
|
16,981
|
|
|
|
13,463
|
|
|
|
12,656
|
|
|
|
9,504
|
|
|
|
|
(1) |
|
Average LME zinc price equals the average of each closing LME
price for zinc on a dollars per pound basis during the measured
period. |
29
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
You should read the following discussion and analysis in
conjunction with the other sections of this Annual Report on
Form 10-K,
including Business and Selected Financial
Data, as well as our consolidated financial statements,
including the notes thereto. The statements in this discussion
and analysis regarding industry outlook, our expectations
regarding our future performance and our liquidity and capital
resources and other non-historical statements in this discussion
are forward-looking statements. See the Cautionary
Statement Regarding Forward-Looking Statements. Our actual
results may differ materially from those contained in or implied
in any forward-looking statements due to numerous risks and
uncertainties, including, but not limited to, the risks and
uncertainties described in Risk Factors.
Overview
Our
History
We are a leading U.S. producer of zinc and nickel-based
products. Our products are used in a wide variety of
applications, including in the galvanizing of fabricated steel
products and as components in rubber tires, alkaline batteries,
paint, chemicals, pharmaceuticals and as a remelt alloy in the
production of stainless steel. We believe that we are the
largest refiner of zinc oxide and PW zinc metal in North
America. We believe we are also the largest North American
recycler of EAF dust, a hazardous waste produced by the carbon
steel mini-mill manufacturing process. Through our INMETCO
operations, we believe we are also a leading recycler of EAF
dust and other nickel-bearing waste generated by specialty steel
producers and a leading recycler of nickel-cadmium
(Ni-Cd) batteries in North America. We, together
with our predecessors, have been operating in the zinc industry
for more than 150 years and in the nickel-bearing waste
industry for more than 30 years. As a result of the
acquisition of INMETCO, we now operate as two business segments.
While we vary our raw material inputs, or feedstocks, based on
cost and availability, we generally produce our zinc and
nickel-based products using nearly 100% recycled zinc, including
zinc recovered from our EAF dust recycling operations. We
believe that our ability to convert recycled zinc into finished
products results in lower feed costs than for smelters that rely
primarily on zinc concentrates. Our four EAF dust recycling
facilities also generate service fee revenue from steel
mini-mills by providing a convenient and safe means for
recycling their EAF dust In 2008, we began construction of a new
EAF dust processing facility located in South Carolina. We
placed the first of two kilns into production in April 2010 and
the second kiln into production in September 2010. INMETCO
provides recycling services, some of which is on a tolling
basis, from a single production facility in Ellwood City,
Pennsylvania.
Strategic
acquisitions and investments
In June 2009, we grew our EAF dust collection operations through
the purchase of ESOIs customer contracts related to its
EAF dust collection business.
On December 31, 2009, we purchased all of the issued and
outstanding capital stock of INMETCO from Vale Inco Americas
Inc. The acquisition of INMETCO enhanced our hazardous waste
services platform and diversified our range of capabilities and
products including the recycling of EAF dust and stainless steel
flue dust for the recovery and reuse of a wide range of valuable
metals. It expanded our industrial metals portfolio while
leveraging our key strengths in hazardous waste management and
high temperature metals recovery.
We recently announced the completion of a preliminary
feasibility study to construct a 150,000 ton per year zinc plant
based on
state-of-the-art
green technology. The goals of the proposed plant
would be to produce zinc at much lower costs, to significantly
reduce air emissions and to provide opportunities for us to
serve the broader market for special high grade zinc and the
continuous galvanizing market, in addition to our traditional
zinc markets. If our Board of Directors approves this project
and if we secure financing for this project, construction may
start before the end of 2011.
30
Economic
Conditions and Outlook
The economy remains relatively weak but continued to slowly
improve through 2010. Our quarterly zinc product shipment levels
for 2010 continued to improve over the quarterly shipment levels
for 2009 but continued to lag the quarterly shipment levels for
the first three quarters of 2008. In March 2010, we started
operations of our sixth furnace at our Monaca smelter but
returned to five furnaces after the explosion that occurred at
our zinc oxide refining facility in July of 2010. We returned to
full capacity at our Monaca smelter late in the fourth quarter
of 2010 and expect to operate our facilities near full capacity
during the first quarter of 2011 with intermittent outages on
some kilns based on inventory levels. Our results, particularly
in comparison to 2009, reflect the impact this limited
improvement has had on the markets we serve, as well as the
impact of the explosion.
Factors
Affecting Our Operating Results
Market Price for Zinc and Nickel. Since we
generate the substantial majority of our net sales from the sale
of zinc and nickel-based products, our operating results depend
heavily on the prevailing market price for zinc and nickel. Our
principal raw materials are zinc extracted from recycled EAF
dust, for which we receive revenue from the carbon steel
mini-mill companies, and other zinc-bearing secondary materials
(purchased feedstock or purchased feed)
that we purchase from third parties. Costs to acquire and
recycle EAF dust, which, during 2010, comprised approximately
73% of our raw materials, were not impacted significantly by
fluctuations in the market price of zinc on the LME. However,
the cost for the remaining portion of our raw materials is
directly impacted by changes in the market price of zinc. The
price of our finished products is impacted directly by changes
in the market price of zinc, which can result in rapid and
significant changes in our monthly revenues. Zinc prices
experienced a period of general decline between 2000 and 2003,
primarily due to increased exports from China and declines in
global zinc consumption. During 2004, however, zinc prices began
to recover, primarily due to increases in global zinc demand,
including in China, and to declines in global production due to
closed or permanently idled zinc mining and smelting capacity.
Zinc prices rose throughout 2005 and 2006 to a historical high
of $2.08 per pound on December 5, 2006 and fell steadily to
$0.47 per pound on December 17, 2008 for an average of
$0.85 per pound for 2008.
In 2008, the LME average zinc price fell approximately 54.6%
from the fourth quarter of 2007. Significantly reduced
construction activity and sharply reduced demand for
automobiles, particularly in the fourth quarter of 2008, brought
on by the global recession caused demand for zinc products to
fall faster than production cuts and announced mine closures.
Zinc prices strengthened in 2009, reaching a high of $1.17 per
pound on December 31, 2009 for an average of $0.75 per
pound for 2009. The increase reflected not only the announced
mine closures and production cuts that began in the fourth
quarter of 2008 and continued into 2009 but also increased
investor activity in the zinc markets.
Monthly average zinc prices in 2010 have fluctuated between
$0.79 per pound and $1.10 per pound, for an average of $0.98 per
pound for the period. The movement and level of zinc prices
reflect the gradual improvement in economic conditions and
continued investor activity in the metal markets. For 2010, LME
average nickel prices ranged from $8.36 per pound to $11.81 per
pound and averaged $9.89 per pound.
To mitigate the effects of any decrease in the LME average zinc
price, we hedged approximately 60% of our expected zinc
production in 2008 and 2009 through the purchase of put options
whereby we would receive a minimum price per pound for the
quantity hedged. We paid a total of $27.5 million for the
options and received $31.9 million in cash as the 2008
options settled. In October 2008, we sold the 2009 put options
for $64.5 million resulting in a $50.3 million gain.
We replaced the 2009 options with similar options having a
strike price of $0.50 per pound for a cost of
$10.5 million to mitigate the effects of any further
decrease in the LME average zinc price. In 2009, we purchased
put options for 2010 having a strike price of $0.65 per pound at
a cost of $5.3 million. At the time of the purchase, they
represented approximately 80% of our expected sales volume for
2010. In 2010, we purchased put options for 2011 having a strike
price of $0.65 per pound at a cost of $3.0 million. The
purchases represent approximately 70% of our expected zinc
production for 2011. We also sold put options for 2011 having a
strike price of $0.55 per pound and received $0.2 million.
The options we purchased provide that we will receive a minimum
of $0.65 per pound for the quantity hedged and the options we
sold provide that the buyer will receive a
31
minimum of $0.55 per pound for the quantity hedged. For a
further discussion, see Results from Operating
Activities in the Liquidity and Capital
Resources section.
Demand for Zinc and Nickel-Based Products. We
generate revenue from the sale of zinc metal, zinc oxide, zinc-
and copper-based powders, as well as from the collection and
recycling of EAF dust. For the periods of 2004 through mid-year
2008, North American consumption of PW zinc metal (the grade of
zinc metal in which we specialize) and zinc oxide (the
value-added zinc-based product from which we generate the most
net sales on an historical basis) had increased. Because of the
need to perform additional maintenance on key equipment that was
deferred due to our predecessors financial difficulties,
we had not been able to produce at capacity to take full
advantage of this consumption increase.
Demand for our products and services decreased significantly in
the fourth quarter of 2008 due to the severe economic slowdown
and continued into the first quarter of 2009. Demand for our
products began to increase in the second quarter of 2009 and has
continued to increase through 2010. Our production of zinc
products for 2010 was 124,000 tons compared to 106,000 tons in
2009 and 137,000 tons for 2008.
Weekly steel production declined approximately 59.7% during the
fourth quarter of 2008 and continued to decline through the
first quarter of 2009 thereby reducing the amount of EAF dust
generated and the demand for our EAF dust recycling services.
Steel production began to increase in the second quarter of 2009
and continued to increase through the second quarter of 2010 but
moderated in the third and fourth quarters of 2010. Despite the
increase, steel production remains at reduced levels compared to
2008. In response to the sharp decline in 2008, we suspended our
recycling operations during the December 2008 holiday period and
operated them below capacity for a majority of 2009. We
restarted one of the kilns at our Rockwood, Tennessee facility
in September of 2009 as steel production increased and we began
processing the additional EAF dust associated with the customer
contracts we purchased from ESOI in June of 2009. We restarted
the second kiln at that facility in November of 2009. This
brought our recycling operations to capacity, excluding our
smallest and highest cost facility located in Beaumont, Texas.
We do not intend to resume recycling operations at that facility
and wrote down the assets to net realizable value in the third
quarter of 2009. We also began operations at the first kiln at
our Barnwell, South Carolina facility in April of 2010 and the
second kiln in September of 2010.
The table below illustrates historical sales volumes and
revenues for zinc and nickel-based products and EAF dust:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shipments/EAF Dust Receipts
|
|
|
Revenue/Ton
|
|
|
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(Tons, in thousands)
|
|
|
(In U.S. dollars)
|
|
|
Product:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zinc Products
|
|
|
137
|
|
|
|
118
|
|
|
|
154
|
|
|
$
|
1,976
|
|
|
$
|
1,529
|
|
|
$
|
1,932
|
|
EAF Dust
|
|
|
532
|
|
|
|
409
|
|
|
|
507
|
|
|
$
|
74
|
|
|
$
|
80
|
|
|
$
|
97
|
|
Nickel-based products
|
|
|
27
|
|
|
|
25
|
|
|
|
27
|
|
|
$
|
1,768
|
|
|
$
|
1,453
|
|
|
$
|
2,102
|
|
Cost of Sales (excluding depreciation and
amortization). Our cost of producing zinc
products consists principally of purchased feedstock, energy,
maintenance and labor costs. In 2010 and 2009, purchased
feedstock-related costs comprised approximately 19% of our
operating costs and are driven by the percentage of purchased
feed used in the feed mix, the average LME zinc price and the
price we pay for the purchased feed expressed as a percentage of
the LME average zinc price. The remaining 81% of our production
costs were conversion-related. A portion of our conversion costs
do not change proportionally with changes in production volume.
Consequently, as volume changes our conversion cost per ton
changes inversely. The increase in our production volume in 2010
caused our conversion cost per ton to decrease accordingly.
Other components of cost of sales include transportation costs,
as well as other manufacturing expenses. The main factors that
influence our cost of sales as a percentage of net sales are
fluctuations in zinc prices, production and shipment volumes,
efficiencies, energy costs, our ability to implement cost
control measures aimed at improving productivity and our efforts
to reduce our conversion costs. Our purchased feedstock is
priced at a discount to the LME.
32
We value our inventories using the weighted average actual cost
method. Under this method, the cost of our purchased feedstock
generally takes three to four months to flow through our cost of
sales. In an environment of rapidly declining LME average zinc
or nickel prices, our inventory cost can exceed the market value
of our finished goods. A significant
lower-of-cost-or-market
(LCM) adjustment can result. In the fourth quarter
of 2008, we recorded an LCM adjustment of $9.0 million. In
the first quarter of 2009, we recorded an LCM adjustment of
$2.8 million. No LCM adjustment was recorded in 2010.
Selling, General and Administrative
Expenses. Our selling, general and administrative
expenses consist of all sales and marketing expenditures, as
well as administrative overhead costs, such as salary and
benefit costs for sales personnel and administrative staff,
expenses related to the use and maintenance of administrative
offices, other administrative expenses, including expenses
relating to logistics and information systems and legal and
accounting expense, and other selling expenses, including travel
costs. Salary and benefit costs historically have comprised the
largest single component of our selling, general and
administrative expenses. Expenses associated with acquisitions
are also included. Selling, general and administrative expenses
as a percent of net sales historically have been impacted by
changes in salary and benefit costs, as well as by changes in
sales volumes and selling prices.
Explosion
at our Monaca, Pennsylvania facility
On July 22, 2010, an explosion occurred at our Monaca, PA
zinc oxide refining facility which resulted in two fatalities.
The zinc refinery was shut down for repairs and an investigation
and assessment of the damage. Teams from OSHA and the
U.S. Chemical Safety & Hazard Investigation Board
(CSB) investigated the cause and the circumstances that may have
contributed to the occurrence of this incident. In addition, we
and our insurance underwriters conducted our own investigations
into the cause and the circumstances that contributed to this
incident. The United Steel Workers union also participated in
the investigations.
Each of the ten columns used to produce zinc oxide and refined
zinc metal in the refining facility has been redesigned and
rebuilt. Production resumed in the fourth quarter.
The smelting facility at the Monaca plant was returned to full
capacity late in the fourth quarter of 2010. Although it
operated at a reduced rate during the third quarter and much of
the fourth quarter, we were able to offset a portion of the lost
revenue from zinc oxide with additional zinc metal sales beyond
our traditional markets.
We are pursuing recovery of the cost of repairs, lost profit and
other losses from our zinc oxide and refined metal, subject to
customary deductibles, under our business interruption and
property insurance. We submitted a preliminary claim to our
insurer for $32.7 million. In the fourth quarter of 2010,
we recorded insurance income of $19.3 million consisting of
insurance proceeds of $11.0 million and a receivable in the
amount of $8.3 million based upon preliminary undisputed
claims for business interruption, property damage and other
expenses associated with the incident. We are pursuing the
amounts in excess of the preliminary undisputed claims and
expect to recover all or a portion of it in 2011. We also expect
to file additional claims in 2011 for any loss of zinc oxide
business realized during the first half 2011 as a result of the
incident. We believe that we will continue to have adequate
liquidity to support the business.
Trends
Affecting Our Business
Our operating results are and will be influenced by a variety of
factors, including:
|
|
|
|
|
LME price of zinc and nickel;
|
|
|
|
changes in cost of energy and fuels;
|
|
|
|
gain and loss of customers;
|
|
|
|
pricing pressures from competitors, including new entrants into
the EAF dust or nickel-bearing waste recycling markets;
|
|
|
|
increases and decreases in the use of zinc and nickel-based
products;
|
|
|
|
expansions into new products and expansion of our capacity,
which requires us to incur costs prior to generating revenues;
|
33
|
|
|
|
|
expenditures required to comply with environmental and other
operational regulations;
|
|
|
|
access to credit by customers; and
|
|
|
|
our operational efficiency improvement programs.
|
We have experienced fluctuations in our sales and operating
profits in recent years due to fluctuations in zinc and energy
prices. Historically, zinc prices have been extremely volatile,
and we expect that volatility to continue. For example, the LME
price of zinc rose from $0.58 per pound on December 31,
2004 to $2.08 per pound on December 5, 2006 and fell to as
low as $0.47 per pound on December 17, 2008. In 2009, the
LME price of zinc ranged from a low of $0.48 per pound on
February 20, 2009 to a high of $1.17 per pound on
December 31, 2009. The average price was $0.75 per pound
for 2009. In 2010, the LME price of zinc ranged from a high of
$1.20 per pound on January 7, 2010 to a low of $0.72 per
pound on June 7, 2010. The average price was $0.98 per
pound for 2010. Changes in zinc pricing have impacted our sales
revenues, since the prices of the products we sell are based
primarily on LME zinc prices, and they have impacted our costs
of production, since the prices of some of our feedstocks are
based on LME zinc prices. Therefore, since a large portion of
our sales and a portion of our costs are affected by the LME
zinc price, we expect that changing zinc prices will continue to
impact our operations and financial results in the future and
any significant drop in zinc prices will negatively impact our
results of operations. We employ various hedging instruments in
an attempt to reduce the impact of decreases in the selling
prices of a portion of our expected production.
Energy is one of our most significant costs. Our processes rely
on electricity, coke and natural gas in order to operate. Our
freight operations depend heavily on the availability of diesel
fuel, and our Monaca power plant uses coal to generate
electricity for our operations in that facility. Energy prices,
particularly for electricity, natural gas, coal, coke and diesel
fuel, have been volatile in recent years and have exceeded
historical averages. These fluctuations impact our manufacturing
costs and contribute to earnings volatility.
The historically high zinc prices from 2006 into 2008 also made
it attractive for new competitors to enter the EAF dust
recycling market to compete for dust generated by existing EAF
producers as well as anticipated new EAF capacity. The entry of
new competitors could have an adverse impact on our price
realization and market share from EAF dust recycling. For
example, Steel Dust Recycling started up its Waelz kiln facility
located in Alabama in 2008 and The Heritage Group built an EAF
dust processing facility in Arkansas and began operations in
2009.
Our zinc products compete with other materials in many of their
applications, and in some cases our customers may shift to new
processes or products. For example, our zinc is used by steel
fabricators in the hot dip galvanizing process, in which steel
is coated with zinc in order to protect it from corrosion.
Demand for our zinc as a galvanizing material may shift
depending on how customers view the respective merits of hot dip
galvanizing and paint. Our stainless steel customers face
competition from producers of material containing lower levels
of nickel, which could have an impact on the demand for our
nickel-based products. Our ability to anticipate shifts in
product usage and to produce new products to meet our current
and future customers needs will significantly impact our
operating results. We also face intense competition from
regional, national and global providers of zinc based products,
and the growth of any of those competitors could reduce our
market share and negatively impact our operating results.
Finally, our business is subject to a wide variety of
environmental and other regulations and our operations expose us
to a wide variety of potential liabilities. Our total cost of
environmental compliance at any time depends on a variety of
regulatory, technical and factual issues, some of which cannot
be anticipated. Changes in regulations
and/or our
failure to comply with existing regulations can result in
significant capital expenditure requirements or penalties.
Summary
of Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and
results of operations are based on our consolidated financial
statements, which have been prepared in conformity with
accounting principles generally accepted in the United States of
America. Note B to the audited consolidated financial
statements contained in this Annual Report on
Form 10-K
contains a summary of our significant accounting policies.
Certain of these accounting polices are described below.
34
Inventories
Inventories, which consist primarily of zinc and nickel bearing
materials, and supplies and spare parts, are valued at the lower
of cost or market using a moving average cost method. Raw
materials are purchased, as well as produced from the processing
of EAF dust. Supplies and spare parts inventory used in the
production process are purchased.
Work-in-process
and finished goods inventories are valued based on the costs of
raw materials plus applicable conversion costs, including
depreciation and overhead costs relating to associated process
facilities.
Zinc and nickel are traded as commodities on the LME and,
accordingly, product inventories are subject to price
fluctuations. When reviewing inventory for the lower of cost or
market, we consider the forward prices as quoted on the LME as
of the reporting date in determining our estimate of net
realizable value to determine if an adjustment is required. Our
product revenues are based on the current or prior months
LME average price. The LME average price upon which our product
revenue is based has been reasonably correlated with the forward
LME prices that we use to make the lower of cost or market
adjustments.
Financial
Instruments
The following methods are used to estimate the fair value of our
financial instruments.
|
|
|
|
|
Cash and cash equivalents, accounts receivable, notes payable
due within one year, accounts payable and accrued expenses
approximate their fair value due to the short-term nature of
these instruments.
|
|
|
|
Our financial swap and financial option instruments are carried
at fair value. We recognize changes in fair value within the
consolidated statements of operations as they occur (see
Note S to our audited consolidated financial statements).
|
We do not purchase, hold or sell derivative financial
instruments unless we have an existing asset or obligation or
anticipate a future activity that is likely to occur and will
expose us to market risk. We use various strategies to manage
our market risk, including the use of derivative instruments to
limit, offset or reduce such risk. Derivative financial
instruments are used to manage well-defined commodity price
risks from our primary business activity. The fair values of
derivative instruments are based upon a comparison of our
internal valuations to the valuations provided by third party
counterparties with whom we have entered into substantially
identical derivative contracts. We also compare their valuations
to ensure that there is an acceptable level of consistency among
them. The valuations utilize forward pricing and an implied
volatility of the underlying commodity as well as interest rate
forwards and are therefore subject to fluctuation based on the
movements of the commodity markets.
We are exposed to credit loss in cases where counter-parties
with which we have entered into derivative transactions are
unable to pay us when they owe us funds as a result of
agreements with them. To minimize the risk of such losses, we
use highly rated counter-parties that meet certain requirements.
We currently do not anticipate that any of our counter-parties
will default on their obligations to us.
Impairment
We review the carrying value of our intangible assets and our
long-lived assets for impairment whenever events or
circumstances indicate that the carrying amounts may not be
recoverable. In 2009, we wrote-down to net realizable value
certain machinery and equipment and supplies inventories by
$1.1 million. The write-down relates primarily to our
Beaumont, Texas recycling facility. In the third quarter of
2009, we made a decision to proceed with the construction of our
Barnwell, South Carolina kiln project, and we started operations
there in 2010. The Waelz kiln process used at the Barnwell
facility is a lower cost process than the process that was used
at the Beaumont facility. Therefore, we do not intend to use the
higher cost capacity at the Beaumont facility.
We examined our assets at December 31, 2010 and found no
events that would suggest any impairment. We have no goodwill.
In the event we would determine the carrying amounts would not
be recovered, an impairment charge would be recorded for the
difference between the fair value and the carrying value.
35
Results
of Operations
The following table sets forth the percentages of sales that
certain items of operating data constitute for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Cost of sales (excluding depreciation)
|
|
|
79.9
|
|
|
|
104.4
|
|
|
|
79.2
|
|
Depreciation
|
|
|
4.8
|
|
|
|
7.4
|
|
|
|
2.9
|
|
Selling, general and administrative expenses
|
|
|
4.9
|
|
|
|
7.9
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
10.4
|
|
|
|
(19.7
|
)
|
|
|
13.8
|
|
Interest expense
|
|
|
.3
|
|
|
|
1.1
|
|
|
|
0.3
|
|
Other income
|
|
|
.2
|
|
|
|
.4
|
|
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
10.3
|
|
|
|
(20.4
|
)
|
|
|
13.9
|
|
Income tax provision (benefit)
|
|
|
3.8
|
|
|
|
(7.7
|
)
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
6.5
|
%
|
|
|
(12.7
|
)%
|
|
|
8.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
The following table sets forth the activity and the fair values
of our hedging instruments at the reporting dates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Put Options
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Swaps
|
|
|
Total
|
|
|
Fair value December 31, 2007
|
|
$
|
9,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(757
|
)
|
|
$
|
9,114
|
|
Purchases
|
|
|
|
|
|
|
7,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,008
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
566
|
|
|
|
566
|
|
Gain (loss) on settlements of closed positions
|
|
|
(3,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(182
|
)
|
|
|
(3,504
|
)
|
Mark to market adjustment on open positions
|
|
|
2,612
|
|
|
|
932
|
|
|
|
|
|
|
|
|
|
|
|
(1,441
|
)
|
|
|
2,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value March 31, 2008
|
|
|
9,161
|
|
|
|
7,940
|
|
|
|
|
|
|
|
|
|
|
|
(1,814
|
)
|
|
|
15,287
|
|
Purchases
|
|
|
|
|
|
|
7,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,208
|
|
Settlements of closed positions
|
|
|
(2,267
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
827
|
|
|
|
(1,440
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
|
|
676
|
|
Mark to market adjustment on open positions
|
|
|
5,730
|
|
|
|
7,233
|
|
|
|
|
|
|
|
|
|
|
|
4,522
|
|
|
|
17,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value June 30, 2008
|
|
|
13,360
|
|
|
|
22,381
|
|
|
|
|
|
|
|
|
|
|
|
3,475
|
|
|
|
39,216
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements of closed positions
|
|
|
(8,866
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175
|
|
|
|
(8,691
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
2,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(358
|
)
|
|
|
2,243
|
|
Mark to market adjustment on open positions
|
|
|
3,926
|
|
|
|
11,553
|
|
|
|
|
|
|
|
|
|
|
|
(655
|
)
|
|
|
14,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value September 30, 2008
|
|
|
11,021
|
|
|
|
33,934
|
|
|
|
|
|
|
|
|
|
|
|
2,637
|
|
|
|
47,592
|
|
Sales
|
|
|
|
|
|
|
(33,934
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,934
|
)
|
Purchases
|
|
|
|
|
|
|
10,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,472
|
|
Settlements of closed positions
|
|
|
(20,806
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
907
|
|
|
|
(19,899
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
9,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,086
|
)
|
|
|
8,699
|
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
(3,626
|
)
|
|
|
|
|
|
|
|
|
|
|
(690
|
)
|
|
|
(4,316
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Put Options
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
Swaps
|
|
|
Total
|
|
|
Fair value December 31, 2008
|
|
|
|
|
|
|
6,846
|
|
|
|
|
|
|
|
|
|
|
|
1,768
|
|
|
|
8,614
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
356
|
|
|
|
356
|
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
(744
|
)
|
|
|
|
|
|
|
|
|
|
|
(256
|
)
|
|
|
(1,000
|
)
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
(3,903
|
)
|
|
|
|
|
|
|
|
|
|
|
284
|
|
|
|
(3,619
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value March 31, 2009
|
|
|
|
|
|
|
2,199
|
|
|
|
|
|
|
|
|
|
|
|
2,152
|
|
|
|
4,351
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(916
|
)
|
|
|
(916
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
(217
|
)
|
|
|
|
|
|
|
|
|
|
|
411
|
|
|
|
194
|
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
(1,566
|
)
|
|
|
|
|
|
|
|
|
|
|
446
|
|
|
|
(1,120
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value June 30, 2009
|
|
|
|
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
2,093
|
|
|
|
2,509
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
2,374
|
|
|
|
|
|
|
|
|
|
|
|
2,374
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,260
|
)
|
|
|
(1,260
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
(51
|
)
|
|
|
|
|
|
|
|
|
|
|
398
|
|
|
|
347
|
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
(364
|
)
|
|
|
(870
|
)
|
|
|
|
|
|
|
778
|
|
|
|
(456
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value September 30, 2009
|
|
|
|
|
|
|
1
|
|
|
|
1,504
|
|
|
|
|
|
|
|
2,009
|
|
|
|
3,514
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
2,902
|
|
|
|
|
|
|
|
|
|
|
|
2,902
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,965
|
)
|
|
|
(1,965
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
616
|
|
|
|
615
|
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
|
|
|
|
(3,669
|
)
|
|
|
|
|
|
|
497
|
|
|
|
(3,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
737
|
|
|
|
|
|
|
|
1,157
|
|
|
|
1,894
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(228
|
)
|
|
|
(228
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
|
|
(34
|
)
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
|
|
|
|
(368
|
)
|
|
|
|
|
|
|
119
|
|
|
|
(249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value March 31, 2010
|
|
|
|
|
|
|
|
|
|
|
369
|
|
|
|
|
|
|
|
1,014
|
|
|
|
1,383
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
882
|
|
|
|
|
|
|
|
882
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(74
|
)
|
|
|
(74
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
(209
|
)
|
|
|
(210
|
)
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
|
|
|
|
813
|
|
|
|
1,441
|
|
|
|
(616
|
)
|
|
|
1,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
1,181
|
|
|
|
2,323
|
|
|
|
115
|
|
|
|
3,619
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,307
|
|
|
|
|
|
|
|
1,307
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(439
|
)
|
|
|
(439
|
)
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
(214
|
)
|
|
|
|
|
|
|
452
|
|
|
|
238
|
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
|
|
|
|
(962
|
)
|
|
|
(2,668
|
)
|
|
|
461
|
|
|
|
(3,169
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
962
|
|
|
|
589
|
|
|
|
1,556
|
|
Purchases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585
|
|
|
|
|
|
|
|
585
|
|
Settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233
|
|
|
|
233
|
|
Gain (loss) on settlements of closed positions
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
(532
|
)
|
|
|
(537
|
)
|
Mark to market adjustment on open positions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(968
|
)
|
|
|
115
|
|
|
|
(853
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value December 31, 2010
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
579
|
|
|
$
|
405
|
|
|
$
|
984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A significant portion of our zinc oxide shipments are priced
based on prior months LME average zinc price.
Consequently, changes in the LME average zinc price are not
fully realized until subsequent periods. The LME
37
average zinc prices for the most recent eight quarters and the
average LME zinc prices for the year to date as of the end of
each quarter are listed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2010
|
|
Average LME zinc
|
|
Quarter Ended
|
|
|
Quarter Ended
|
|
price
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
Quarter
|
|
$
|
0.53
|
|
|
$
|
0.67
|
|
|
$
|
0.80
|
|
|
$
|
1.00
|
|
|
$
|
1.04
|
|
|
$
|
0.92
|
|
|
$
|
0.91
|
|
|
$
|
1.05
|
|
Year-to-date
|
|
$
|
0.53
|
|
|
$
|
0.60
|
|
|
$
|
0.67
|
|
|
$
|
0.75
|
|
|
$
|
1.04
|
|
|
$
|
0.98
|
|
|
$
|
0.96
|
|
|
$
|
0.98
|
|
Year
Ended December 31, 2010 Compared with Year Ended
December 31, 2009
Net sales. Consolidated net sales increased
$165.9 million, or 76.6%, to $382.4 million for 2010,
compared to $216.5 million for 2009. The increase includes
a $111.7 million increase in net sales for Horsehead and
$54.2 million in net sales related to INMETCO.
Net sales relating to Horsehead increased $111.7 million,
or 51.6%, to $328.2 million for 2010, compared to
$216.5 million for 2009. The increase was a result of a
$61.1 million increase in price realization, due primarily
to a higher average LME zinc price for 2010 versus 2009, a
$40.5 million increase in sales volume reflecting a net
increase in shipments and an increase in EAF dust receipts and a
$1.8 million increase in our co-product and miscellaneous
sales. Our net sales for 2010 further exceeded net sales for
2009 by $8.3 million relating to our hedging activity. We
recorded an unfavorable non-cash adjustment of $3.7 million
in 2010 relating to our hedging activity versus an unfavorable
non-cash adjustment of $12.0 million in 2009. Zinc product
shipments were 136,661 tons for 2010, or 126,720 tons on a
zinc contained basis, compared to 118,242 tons, or 107,470 tons
on a zinc contained basis, for 2009.
The average sales price realization for zinc products on a zinc
contained basis, excluding the effects from the non-cash mark to
market adjustments of our open hedge positions, was $1.07 per
pound for 2010, compared to $0.84 per pound for 2009. The
increase reflects the 30.1% increase in the average LME zinc
price for 2010 compared to 2009. The increase in zinc prices
reflects the general economic recovery that began in 2009 and
continued into 2010, as well as continued investor activity in
the metal markets.
Net sales of zinc metal increased $71.8 million, or 72.2%,
to $171.2 million for 2010, compared to $99.4 million
for 2009. The increase was attributable primarily to a
$36.7 million increase in price realization and a
$35.1 million increase in sales volume. The increase in
price realization was attributable to a higher average LME zinc
price for 2010 versus 2009, partially offset by the effects of a
decrease in the average premium to the LME on zinc metal sold
for 2010 versus 2009. The increase in shipment volume reflects
the gradual improvement in demand for our products that began in
the second quarter of 2009 and continued throughout 2010. It
also reflects our efforts to increase shipments of zinc metal
beyond our traditional markets to partially offset the loss of
zinc oxide shipments in the third and fourth quarters of 2010
resulting from the explosion that occurred in late July 2010 at
our zinc oxide refining facility in Monaca, Pennsylvania.
Net sales of zinc oxide increased $17.0 million, or 21.4%,
to $96.6 million for 2010, compared to $79.6 million
for 2009. The increase was attributable to a $23.1 million
increase in price realization partially offset by a
$6.1 million decrease in sales volume. The increase in
price realization reflects the increase of the average LME zinc
prices over the past twelve months partially offset by the lag
effect of pricing a majority of our zinc oxide shipments on
prior months average LME zinc prices. The discount to the
LME on sales of zinc oxide decreased in 2010 from the discount
realized in 2009. The volume decrease reflects the reduced
shipment volumes in the third and fourth quarters of 2010 as a
result of the explosion at our zinc oxide refining facility in
Monaca, Pennsylvania in late July of 2010. Shipments to our
largest tire customers increased in the first two quarters of
2010 reflecting the strengthening in the market that began in
the second quarter of 2009 and continued into 2010. However, we
were unable to fully capitalize on the improving zinc oxide
market in 2010 as a result of the explosion.
Net sales of zinc and copper-based powder increased
$6.1 million, or 73.5%, to $14.4 million for 2010,
compared to $8.3 million for 2009. The increase was
attributable primarily to increases in prices and shipment
volumes of our copper-based powders.
38
Revenues from EAF dust recycling increased $6.8 million, or
20.9%, to $39.4 million for 2010, compared to
$32.6 million for 2009. Increased volumes caused revenues
to increase by $9.8 million. A 7.0% decrease in price
realization on EAF dust recycling fees for 2010 compared to 2009
resulted in a decrease in net sales of $3.0 million. EAF
dust receipts for 2010 increased 30.0% to 531,714 tons compared
to 408,967 tons for 2009, reflecting the increase in volume
associated with the purchase of the customer contracts from ESOI
in June 2009, the startup of our new recycling facility at
Barnwell, South Carolina in 2010 and the increase in steel
production that began in the second quarter of 2009 and
continued into 2010. According to data from the American
Iron & Steel Institute, reported steel production for
2010 increased 27.5% from 2009.
Cost of sales (excluding depreciation and
amortization). Consolidated cost of sales
increased $79.3 million, or 35.1%, to $305.5 million
for 2010, compared to $226.2 million for 2009. The increase
includes a $45.9 million increase in cost of sales for
Horsehead and $33.4 million in cost of sales related to
INMETCO. Cost of sales for 2010 also includes a benefit from
business interruption and property damage insurance recoveries
totaling $19.3 million partially offset by additional costs
of repairs and
clean-up
totaling $6.8 million relating to the explosion at our
Monaca refinery. As a percentage of consolidated net sales,
consolidated cost of sales was 79.9% for 2010, compared to
104.4% for 2009.
Cost of sales related to Horsehead, excluding the additional
costs and insurance recoveries associated with the explosion,
increased $58.3 million, or 25.8%, to $284.5 million
for 2010, compared to $226.2 million for 2009. As a
percentage of net sales related to Horsehead excluding the
additional insurance and explosion related items, cost of sales
was 86.7% for 2010, compared to 104.4% for 2009. The change in
percentage reflects the net effect of changes in the average LME
zinc prices on our net sales and cost of sales. Changes in the
average LME zinc price are restricted to the purchased feed
component of our cost of sales; therefore any changes in the
average LME zinc price have a smaller effect on our cost of
sales than on our net sales. The change in percentage also
reflects the effect of increased production on our cost per ton.
The cost of zinc material and other products sold increased
$49.7 million, or 23.6% to $267.3 million for 2010,
compared to $210.6 million for 2009. The increase was
primarily the result of a net $27.5 million increase in
shipment volume, a $29.9 million increase in the cost of
products shipped and a $7.7 million decrease in recycling
and other costs. The increases reflect higher feed costs and
higher conversion costs for 2010 compared to 2009. Purchased
feed costs increased by $17.8 million, reflecting both the
higher LME average zinc price as well as a slightly increased
cost of purchased feeds we pay expressed as a percentage of the
LME average zinc price. The increase in our purchased feed costs
also reflects a 11.0% increase in the number of tons of
purchased feed consumed. The cost of zinc material and other
products sold for 2010 included property and workers
compensation insurance deductibles relating to the explosion at
our zinc oxide refining facility in late July 2010. Our costs
for 2009 include a $1.0 million write-down of certain
machinery and equipment and supplies inventories primarily at
our Beaumont, Texas recycling facility.
Our conversion costs were $30.8 million higher in 2010 than
in 2009. The increase reflects a $18.2 million increase in
energy costs, the majority of which resulted from an increase in
the cost of coke, a $4.8 million increase in labor costs, a
$5.8 million increase in maintenance and supplies costs and
the startup of the new recycling facility in Barnwell, South
Carolina. These increases were driven primarily by higher
production levels for 2010 as compared to 2009 in response to
the gradual economic recovery that began late in 2009 and
continued into 2010.
The cost of EAF dust services increased $8.5 million, or
54.8%, to $24.0 million for 2010, compared to
$15.5 million for 2009 primarily reflecting an increased
volume of EAF dust received and an increase in transportation
costs.
Depreciation and amortization. Consolidated
depreciation and amortization expense increased
$2.6 million, or 16.5%, to $18.6 million for 2010,
compared to $16.0 million for 2009. The increase reflects
increased capital expenditures during the twelve months ended
December 31, 2010.
Selling, general and administrative
expenses. Selling, general and administrative
expenses increased $1.6 million to $18.7 million for
2010, compared to $17.1 million for 2009. Horsehead related
costs decreased $1.2 million reflecting primarily a
decrease in bad debt expense of $1.6 million and a decrease
in legal and professional services of $1.4 million
partially offset by an increase in labor and benefit costs of
$1.4 million. The
39
decrease in bad debt expense reflects higher bad debt write-offs
in 2009 coupled with bad debt recoveries in 2010. The decrease
in legal and professional fees reflects legal and professional
fees of approximately $1.0 million included in 2009
expenses relating to acquisition activity in 2009. Selling,
general and administrative expenses relating to INMETCO were
$2.8 million.
Interest expense. Interest expense decreased
$1.1 million to $1.2 million for 2010, compared to
$2.3 million for 2009. The decrease largely reflects a
$1.5 million reduction in expenses related to the credit
facility we cancelled in December, 2009, partially offset by a
$0.5 million increase in accretion expense associated with
the liability we incurred to purchase the ESOI EAF dust
contracts in June of 2009.
Income tax provision (benefit). Our income tax
provision was $14.4 million for 2010, compared to a benefit
of $(16.7) million for 2009. Our effective tax rates for
2010 and 2009 were 36.8% and 37.8% respectively.
Net income. For the reasons stated above, our
net income was $24.8 million for 2010, compared to a net
loss of ($27.5) million for 2009.
Year
Ended December 31, 2009 Compared with Year Ended
December 31, 2008 (excluding INMETCO)
Net sales. Net sales decreased
$229.4 million, or 51.4%, to $216.5 million for 2009,
compared to $445.9 million for 2008. The decrease was a
result of a $57.1 million decrease in price realization,
due primarily to a lower average LME zinc price for 2009 versus
2008, a $79.6 million decrease in sales volume reflecting
decreases in shipments across all product lines and a decrease
in EAF dust receipts. Our net sales were further decreased by
$83.3 million relating to our hedging activity and by a
$9.4 million decrease in co-product and miscellaneous
sales. The $83.3 million reduction in net sales relating to
our hedging positions consisted of an unfavorable adjustment of
$12.0 million for 2009 versus a favorable adjustment of
$71.3 million for 2008. The favorable adjustment in 2008
includes a $50.3 million gain on the sale of our 2009 zinc
put options in October 2008. The average premium to the LME on
zinc products sold for 2009 versus 2008 declined for both zinc
metal and zinc oxide. Zinc product shipments were 118,242 tons
for 2009, or 107,470 tons on a zinc contained basis, compared to
153,936 tons, or 138,901 tons on a zinc contained basis, for
2008.
The average sales price realization for zinc products on a zinc
contained basis, excluding the effects from the non-cash mark to
market adjustments of our open hedge positions, was $0.84 per
pound for 2009, compared to $1.07 per pound for 2008. The
decrease reflects the sharp decline in the average LME zinc
price in 2008 from an average high of $1.14 per pound for March
of 2008 to an average low of $0.50 per pound for December of
2008. The decline was particularly sharp in the fourth quarter
of 2008, where the average LME zinc price declined from
$0.79 per pound for September 2008 to the December low of
$0.50 per pound. The decline was caused by the general economic
recession that began in 2008 and continued into 2009. The
average LME zinc price began to recover in 2009 to an average
high of $1.08 per pound for December of 2009, however, the
average price for 2009 was $0.75 per pound, or 11.8% below the
average LME zinc price for 2008.
Net sales of zinc metal decreased $45.6 million, or 31.4%,
to $99.4 million for 2009, compared to $145.0 million
for 2008. The decrease was attributable primarily to a
$19.1 million decrease in price realization and a
$26.5 million decrease in sales volume. The decrease in
price realization was attributable to both a lower average LME
zinc price for 2009 versus 2008 and a lower average premium to
the LME on zinc products sold for 2009 versus 2008. The decrease
in shipment volume reflects the weakened demand for our products
that began in the fourth quarter of 2008 and continued
throughout 2009.
Net sales of zinc oxide decreased $70.3 million, or 46.9%,
to $79.6 million for 2009, compared to $149.9 million
for 2008. The decrease was attributable to a $42.5 million
decrease in sales volume and a $27.8 million decrease in
price realization. The volume decrease was caused primarily by
decreased shipments to our largest tire customers reflecting the
general slowdown in the market that began in 2008 and continued
into 2009. The decrease in price realization reflects the lower
average LME zinc prices for 2009 compared to the average LME
zinc prices for 2008. The average LME zinc prices declined
during 2008 to an average of $0.85 per pound for the 2008
period. They began to recover during 2009 to an average of $0.75
per pound for the 2009 period. The movements in the average LME
zinc prices are partially offset by the lag effect of pricing a
majority of our zinc oxide shipments on prior months
average LME zinc prices. We realized a discount to the LME on
sales of zinc
40
oxide in 2009 versus a premium in 2008, both reflecting the lag
effect and the movements of the average LME zinc prices from the
immediately preceding quarters.
Net sales of zinc and copper-based powder decreased
$4.4 million, or 34.6%, to $8.3 million for 2009,
compared to $12.7 million for 2008. The decrease was
attributable primarily to decreases in prices and shipment
volumes of our copper-based powders.
Revenues from EAF dust recycling decreased $16.5 million,
or 33.6%, to $32.6 million for 2009, compared to
$49.1 million for 2008. Decreased volumes caused revenues
to decrease by $9.5 million. A 17.7% decrease in price
realization on EAF dust recycling fees for 2009 compared to 2008
resulted in a decrease in net sales of $7.0 million. The
decrease reflects, in part, the effects of two temporary items.
The first is an increase in freight allowances to certain
customers for freight diversion charges. These charges were
incurred by those customers in shipping their EAF dust greater
distances to those of our recycling facilities that had not been
temporarily idled during the current economic downturn. As we
resumed operations at our idled facilities, these charges
diminished. The second is related to EAF dust received and
processed in April and May of 2009 that generated no revenue.
This EAF dust was associated with the purchase of the customer
contracts from ESOI in June 2009. EAF dust receipts for 2009
declined 19.4% to 408,967 tons compared to 507,170 tons for
2008, reflecting the sharp drop in steel production that began
in the fourth quarter of 2008 and continued into 2009. According
to data from the American Iron & Steel Institute,
reported steel production for 2009 declined 37.2% from 2008.
Cost of sales (excluding depreciation). Cost
of sales decreased $127.0 million, or 36.0%, to
$226.2 million for 2009, compared to $353.2 million
for 2008. As a percentage of net sales, cost of sales was 104.4%
for 2009, compared to 79.2% for 2008. The change in percentage
reflects the net effect of changes in the average LME zinc
prices on our net sales and cost of sales. Changes in the
average LME zinc price are restricted to the purchased feed
component of our cost of sales; therefore any changes in the
average LME zinc price have a smaller effect on our cost of
sales than on our net sales. The change in percentage also
reflects the effect of decreased production on our cost per ton.
Excluding the effect the hedges had on our net sales, cost of
sales would have been 99.0% and 94.3% of net sales in fiscal
2009 and 2008, respectively.
The cost of zinc material and other products sold decreased
$129.1 million, or 38.0%, to $210.6 million for 2009,
compared to $339.7 million for 2008. The decrease was
primarily the result of a $63.4 million decrease in
shipment volume across all major product lines, a
$43.1 million decrease in the cost of products shipped and
an $27.6 million decrease in recycling and other costs. The
decreases reflect lower feed costs and lower conversion costs
for 2009 compared to 2008. Purchased feed costs were reduced by
$50.5 million, reflecting both the lower LME average zinc
price as well as the lower price of purchased feeds we pay
expressed as a percentage of the LME. The reduction in our
purchased feed costs also reflects a 33.0% reduction in the
number of tons of purchased feed consumed and a reduction in the
percentage of purchased feed used in our feed mix. The cost of
zinc material and other products sold for 2009 include a
$1.0 million write-down of certain machinery and equipment
and supplies inventories primarily at our Beaumont, Texas
recycling facility. Our cost of zinc material and other products
sold for 2008 include a $9.0 million LCM adjustment
relating to a write-down of inventory values during the fourth
quarter.
Our conversion costs were $56.3 million lower in 2009 than
in 2008. The reduction reflects a $24.2 million decrease in
utility costs, a $9.4 million reduction in labor costs and
a $12.0 million reduction in maintenance and supplies
costs. These reductions were driven primarily by our cost
reduction initiatives along with lower production levels for
2009 as compared to 2008 in response to the economic slowdown
that accelerated in the fourth quarter of 2008 and continued
into 2009. Although our conversion costs declined, a portion of
them do not change proportionally with changes in volume.
Therefore our conversion cost per ton increased as the decline
in our production occurred faster than the decline in our
conversion costs through the first three quarters of 2009. The
increase was partially offset in the fourth quarter of 2009 as
our conversion costs continued to decline compared to those in
the fourth quarter of 2008 while our production in the fourth
quarter of 2009 increased relative to the fourth quarter of 2008.
The cost of EAF dust services increased $2.0 million, or
14.8%, to $15.5 million for 2009, compared to
$13.5 million for 2008 primarily reflecting an increase in
transportation costs partially offset by a reduced volume of EAF
dust received.
41
Depreciation. Depreciation expense increased
$3.2 million, or 24.9%, to $16.0 million for 2009,
compared to $12.8 million for 2008. The increase reflects
the increased capital expenditures during the twelve months
ended December 31, 2009.
Selling, general and administrative
expenses. Selling, general and administrative
expenses decreased $1.1 million to $17.1 million for
2009, compared to $18.2 million for 2008. The decrease
reflects primarily a reduction in labor and benefit costs of
$2.7 million resulting from a workforce reduction,
partially offset by a $1.2 million increase in legal and
professional fees reflecting costs incurred related to
acquisition activity in 2009.
Interest expense. Interest expense increased
$0.8 million to $2.3 million for 2009, compared to
$1.5 million for 2008. The increase reflects accretion
expense of $0.4 million associated with the liability we
incurred to purchase the ESOI EAF dust contracts in June of
2009. The increase also reflects higher fees under our credit
facility during the second half of the year and the write-off of
the remaining deferred finance charges associated with our
credit facility, which we terminated in December of 2009. The
facility was originally scheduled to expire in July 2010.
Interest and other income. Interest and other
income decreased $1.0 million for 2009. The decrease was
attributable primarily to a $1.3 million decrease in
interest earned on excess cash in a lower interest rate
environment and a $0.3 million decrease in scrap sales
partially offset by a $0.6 million decrease in losses
related to asset disposals.
Income tax (benefit) provision. Our income tax
benefit was $16.7 million for 2009, compared to a provision
for income taxes of $22.6 million for 2008. Our effective
tax rates were (37.8%) for 2009 and 36.5% for 2008. The tax rate
for the nine months ended September 30, 2009 was (33.3%).
The significant increase in rates was primarily the result of
recently enacted tax law changes in the fourth quarter of 2009
as well as to changes in estimates and corrections to certain
deferred tax items. The changes will allow us to carry back the
2009 losses five years versus two years, which reduces the
negative impact of losing the domestic production activities
deduction benefit in earlier years.
Net income (loss). For the reasons stated
above, we incurred a net loss of $27.5 million for 2009,
compared to net income of $39.4 million for 2008.
Liquidity
and Capital Resources
We finance our operations, capital expenditures and debt service
primarily with funds generated by our operations. We believe the
combination of our cash balance, our cost reduction initiatives,
our hedging positions, and our cash generated from operations
will be sufficient to satisfy our liquidity and capital
requirements for the next twelve months. Our cash is not
restricted with the exception of $26.4 million related to
the following three items. The first is the New Markets Tax
Credit (NMTC), the second is the financial assurance
associated with the ESOI customer contracts purchased by us and
the third is the collateral for our letters of credit, all of
which are described below. The portion that is unrestricted is
available to satisfy our liquidity and capital requirements. We
believe our cash balance is sufficient to satisfy our liquidity
and capital requirements for the next twelve months. We believe
we could obtain a new credit facility and reduce our capital
requirements, if necessary, to maintain liquidity. Our ability
to continue to fund these requirements may be affected by
industry factors, including LME zinc prices, and by general
economic, financial, competitive, legislative, regulatory and
other factors discussed in this report including the impact on
our operating results of the explosion that occurred in July
2010 at our Monaca, Pennsylvania facility.
Year
Ended December 31, 2010
Our balance of cash and cash equivalents at December 31,
2010, excluding $26.4 million of restricted cash, was
$109.6 million, a $14.1 million increase from the
December 31, 2009 balance of $95.5 million. Cash and
cash equivalents are held in three U.S. banks. In 2009 we
invested in certificates of deposit and other short term
investments. The funds invested in certificates of deposit on
December 31, 2009 matured in January 2010 and were invested
in a money market demand account and subsequently transferred to
our cash account. We re-invested
42
$25.0 million in a money market demand account in October
2010. The funds we had invested in the government money market
fund on December 31, 2009 matured in January 2010.
Cash
Flows from Operating Activities
Our operations provided a net $57.3 million in cash in
2010, reflecting the gradual improvement in the overall economy
as well as the generally higher LME average prices of zinc and
nickel during the period. The improving economy and the higher
LME average prices for zinc and nickel also contributed to the
increase in accounts receivable and inventory during the period.
Our investment in working capital was $170.1 million at
December 31, 2010 and $143.5 million at
December 31, 2009. The increase includes $19.3 million
in undisputed claims for business interruption and property
damage insurance relating to the explosion at our refinery in
Monaca, PA. We received cash payments of $11.0 million in
2010 relating to the claims with the remaining $8.3 million
included in our accounts receivable balance. The increase in our
accounts receivable also reflects higher sales volumes resulting
from the strengthening economy and the higher LME average zinc
price. The increase in our inventories primarily reflects cost
and volume increases associated with our raw materials, work in
process and zinc products finished goods inventories. The
decrease in our prepaid expenses and other current assets
reflects the receipt of an $18.9 million federal tax refund
and an unfavorable, non-cash fair value adjustment of
$2.9 million on our zinc put options partially offset by an
$11.8 million income tax refund receivable for 2010. We
entered into put option contracts in 2009 and 2010 to protect
our cash flows from declines in the LME price of zinc. The
options settle monthly. In 2010, we were entitled to receive the
amount, if any, by which the option strike price, set at $0.65
per pound, exceeded the average LME price of zinc during the
preceding month. During 2010, the average LME zinc price
exceeded the strike price; consequently, the options settled
with no payment due to us.
The post closing adjustments associated with our purchase of
INMETCO in December 2009 reduced working capital by
$0.9 million during the first quarter of 2010.
Cash
Flows from Investing Activities
Capital expenditures were $44.7 million for 2010, of which
$24.0 million related to the construction of the two kilns
in Barnwell, South Carolina. The first kiln commenced operation
in mid-April of 2010 and the second kiln commenced operation in
late September of 2010. In December, funds totaling
$4.9 million were released from escrow in accordance with
the provisions of the NMTC program related to the financing and
development of the Barnwell site. The arrangement provided
$5.9 million of NMTC funds to be used for completion of the
development of the project site and construction of buildings
and other real property. The funds and the accrued interest
thereon are being held in escrow and are being released as the
project is completed.
We funded our capital expenditures with cash on hand.
Additionally, we made payments totaling $4.6 million
representing the remaining purchase price of INMETCO.
Cash
Flows from Financing Activities
Cash flows from financing activities include proceeds of
$1.2 million from the exercise of 102,596 stock options in
the fourth quarter of 2010.
Year
Ended December 31, 2009
Our balance of cash and cash equivalents at December 31,
2009, excluding the $31.5 million of restricted cash, was
$95.5 million, a $27.3 million decrease from the
December 31, 2008 balance of $122.8 million. In
December 2008, we purchased $40.0 million of commercial
paper from a major U.S. bank to mitigate the risk
associated with the concentration of our cash balance with a
single U.S. bank. In January 2009, we purchased an
additional $20.0 million of commercial paper with a second
major U.S. bank. The commercial paper carried interest
rates ranging from 0.3% to 0.4% and had various maturity dates
through July 7, 2009. A portion was reinvested in new
commercial paper with maturity dates through August 10,
2009 with similar interest rates. The funds were not reinvested
in commercial paper as they matured. The commercial paper was
guaranteed by the Federal Deposit
43
Insurance Corporation (FDIC) through its Temporary
Liquidity Guarantee Program (TLGP). The goal of the
TLGP is to preserve confidence in the U.S. banking system
and to restore liquidity to the credit markets. The program
covered eligible debt issued by financial institutions between
October 13, 2008 and June 30, 2009 with the guarantees
expiring no later than June 30, 2012.
In June 2009, we began purchasing certificates of deposit with
maturities ranging from four weeks to thirteen weeks and having
interest rates ranging from 0.3% to 1.10%. We purchased them
through the Certificate of Deposit Account Registration Service
(CDARS). CDARS allows a depositor to keep large
deposits federally insured by conveniently investing in
certificates of deposit in amounts covered by the FDIC. Under
the program the depositor invests one amount with a financial
institution participating in the CDARS program. That financial
institution purchases certificates of deposit from other
participating financial institutions in amounts covered by the
FDIC. As they matured, a portion of the funds were reinvested in
certificates of deposit through CDARS having similar maturities
and interest rates. The remaining funds were invested in a money
market demand account. As of December 31, 2009, we had
$20.0 million invested in certificates of deposit having
four week maturities and an interest rate of 0.4% and
$30.1 million invested in the money market demand account
with an interest rate of 1.25%. The certificates of deposit
matured in January 2010 and the funds were invested in the money
market demand account.
In December 2009, we invested $35.0 million in a liquidity
management fund through a U.S. financial institution. The
fund invests in obligations guaranteed by the U.S. Treasury
only and does not invest in repurchase agreements. The fund
seeks to provide high levels of current income, liquidity and
stability of principal. We expect to continue to invest our cash
in secured positions.
In June 2009, we purchased the customer contracts related to the
EAF dust collection business of ESOI for $11.7 million. We
expect the cost of the zinc units recovered from the EAF dust
under these contracts will be lower than the cost of zinc units
we would need to purchase. As part of the purchase, we obtained
a standard agreement from ESOI not to compete in the EAF dust
collection business for a period of 17 years. We paid
$3.0 million on the effective date with the balance of the
purchase price to be paid in a series of annual fixed and
quarterly variable payments through 2025. The payments have been
discounted using rates of approximately 11.8% and 16.0% for the
fixed and variable payments, respectively. At December 31,
2009 the net present value of the payments was approximately
$7.6 million, of which $1.7 million was recorded as a
current liability and $5.9 million was recorded as a
non-current liability. We are required to provide security in
the amount of $4.0 million for the fixed payment stream
until December 31, 2010 at which time the amount of the
security will be reduced to $2.5 million. On July 30,
2009 we placed $4.0 million into an escrow account to
satisfy the requirement.
On June 4, 2009 and again on June 30, 2009, we amended
our financing agreement. The June 4, 2009 amendment enabled
us to participate in the NMTC to help us fund our expansion
project in Barnwell, South Carolina. The June 4, 2009
amendment also increased our borrowing costs and increased the
threshold below which we would be required to comply with
certain financial covenants under our revolving credit facility
(the Revolver). The June 30, 2009 amendment
primarily reduced the amount of borrowing available to us under
the Revolver by $30.0 million, from $75.0 million to
$45.0 million. In July 2009, we requested an advance on our
Revolver which was not honored by the agent, resulting in the
lender being in default under our financing agreement. The
default was cured shortly afterward. On November 1, 2009,
the lender voluntarily filed a prepackaged plan of
reorganization with the U.S. Bankruptcy Court for the
Southern District of New York. On December 11, 2009 we
terminated the financing agreement, which was scheduled to
expire on July 15, 2010. We expect the termination to
reduce our financing costs in 2010 by approximately
$0.2 million in unused line of credit fees and collateral
management fees. We believe that we currently have adequate
liquidity based on our expected cash flow and our cash on-hand
and will be able to obtain a new financing agreement with a
revolving credit facility, if necessary.
The letters of credit outstanding under the Revolver were
cancelled in October and December 2009 and replaced with letters
of credit in the amount of $14.7 million. We issued an
additional letter of credit in the amount of $5.9 million
to satisfy the environmental financial assurance requirements we
assumed in connection with our purchase of INMETCO. As of
December 31, 2009, we had $20.6 million in letters of
credit outstanding that were backed by $21.6 million in
restricted cash.
44
On June 8, 2009 we completed a financing arrangement under
the NMTC program to help us fund our expansion project in
Barnwell, South Carolina. The arrangement provides
$5.9 million of NMTC funds in the form of equity and loans
to be used for completion of development of the site and
construction of buildings and other real property. The equity
portion may be purchased by us at the end of seven years for a
nominal amount. The equity holders are entitled to receive
guaranteed annual payments equal to 2% of their investment. The
cash underlying the NMTC equity is currently being held in
escrow and will be released upon completion of the project site
development, which is anticipated to be in the next twelve
months. The NMTC program is designed to encourage investment in
underserved areas and is part of the Community Renewal Tax
Relief Act of 2000.
Cash
Flows from Operating Activities
Our operations used a net $6.7 million in cash for 2009,
reflecting the dramatic economic downturn that began in the
fourth quarter of 2008 and the overall economic weakness in
2009. The LME average price of zinc during 2009 was lower than
2008, however it increased 115.8% during 2009 from a low of
$0.50 per pound for December 2008 to a high of $1.08 for
December 2009. This use of cash by operating activities included
the purchase of put options for 2010 at a cost of
$5.3 million and the first scheduled annual fixed payment
under the ESOI acquisition of $1.4 million.
Our investment in working capital at December 31, 2009,
excluding the acquisition of INMETCO, decreased
$31.2 million, or 19.4%, from December 31, 2008. The
decrease includes decreases in cash and cash equivalents,
inventory and deferred income taxes, partially offset by
increases in accounts receivable and in prepaid expenses and
other current assets.
The decrease in cash and cash equivalents primarily reflects the
acquisitions of INMETCO and the EAF dust contracts from ESOI,
capital spending and increases in restricted cash, partially
offset by the successful underwritten public offering of our
stock in September of 2009. The reduction in inventory reflects
decreases of 64.8% and 65.5% in the cost and volume,
respectively, of zinc-based purchased feeds inventory and
decreases of 92.0% and 93.2% in the cost and volume,
respectively, of our zinc-based work in process inventory. The
cost of our zinc-based finished goods inventory declined 3.6%
versus a 31.7% decline in volume, reflecting lower production
and sales volumes for 2009 partially offset by the increase in
the LME average price of zinc in 2009.
The increase in prepaid expenses and other current assets
consists primarily of a $20.4 million income tax
receivable, partially offset by an unfavorable, non-cash fair
value adjustment of $11.4 million on our zinc put options.
We purchased the put options in October of 2008 and throughout
2009 to protect our cash flows from declines in the LME price of
zinc. The options settle monthly. We are entitled to receive the
amount, if any, by which the option strike price exceeds the
average LME price of zinc during the preceding month. During
2009, the average LME zinc price exceeded the strike price,
consequently the options purchased for 2009 settled with no
payment due to us. The strike prices were $0.50 per pound for
the options expiring in 2009 and are $0.65 per pound for the
options expiring in 2010.
Cash
Flows from Investing Activities
Cash used in investing activities was $104.9 million for
2009. Capital expenditures were $37.2 million and included
$25.4 million related to the construction of two kilns in
South Carolina, an increase of $31.5 million in restricted
cash, $3.0 million in expenditures related to the purchase
of the EAF dust collection business of ESOI and
$33.2 million for the acquisition of INMETCO.
Our funding of restricted cash is related to the NMTC financing
of the development of the South Carolina project site, a
$4.0 million deposit into an escrow account as security for
the fixed portion of the payments in connection with the ESOI
purchase and $21.6 million related to letters of credit we
issued in September and December of 2009. The projected
completion date of the first South Carolina kiln is currently
the second quarter of 2010. The development of the South
Carolina project site is expected to be completed and the
$5.9 million in restricted cash released within the next
twelve months. The letters of credit were issued to replace the
letters of credit outstanding under our credit facility, which
we cancelled in December of 2009, and to satisfy the
environmental financial assurance requirement we assumed in
connection with our purchase of INMETCO.
45
We funded capital expenditures with cash on hand. Our current
capital expenditure plan for 2010 is approximately
$45.0 million, of which approximately $25.0 million
will be related to the construction of the new kilns in South
Carolina.
Cash
Flows from Financing Activities
Our financing activities for 2009 provided a net
$84.4 million in cash. In September we successfully
completed an underwritten public offering of
8,050,000 shares of common stock at $10.50 per share,
including 1,050,000 shares sold pursuant to the
underwriters exercise of their over-allotment option to
purchase additional shares. We received approximately
$79.8 million in net proceeds from the offering, after
deducting underwriting discounts and commissions and offering
expenses.
The financing received in connection with the South Carolina
project through the NMTC program totaled $5.9 million and
consisted of an equity contribution of $5.6 million, of
which $0.3 million relates to our commitment to purchase
the equity at the end of the NMTC programs seven year
investment period in the project. Additionally, a portion of the
$5.9 million in financing consisted of a seven-year
$0.3 million loan. The commitment is classified as a
non-current liability and the note payable is classified as
long-term debt on our consolidated balance sheet. We incurred
$0.8 million in equity issuance costs which were deducted
from the equity proceeds. The net proceeds were
$4.5 million.
Contractual
Obligations and Commercial Commitments
The following table summarizes our contractual obligations and
commitments as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
Total
|
|
|
Less Than 1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
More Than 5 Years
|
|
|
|
(Dollars in millions)
|
|
|
Long-term debt obligations (excluding interest)
|
|
$
|
0.3
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
0.3
|
|
Purchase obligations
|
|
|
17.0
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations
|
|
|
16.7
|
|
|
|
4.7
|
|
|
|
6.2
|
|
|
|
4.0
|
|
|
|
1.8
|
|
Executive compensation
|
|
|
1.3
|
|
|
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
|
15.6
|
|
|
|
1.0
|
|
|
|
2.2
|
|
|
|
2.2
|
|
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
50.9
|
|
|
$
|
24.0
|
|
|
$
|
8.4
|
|
|
$
|
6.2
|
|
|
$
|
12.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-Balance
Sheet Arrangements
Our off-balance sheet arrangements include operating leases and
letters of credit. As of December 31, 2010, we had letters
of credit outstanding in the amount of $20.4 million to
collateralize self-insured claims for workers compensation
and other general insurance claims and closure bonds for our two
facilities in Pennsylvania. These letters of credit are covered
by $21.4 million in restricted cash.
Inflation
Inflation can affect us primarily as it relates to material
purchases, energy, labor and other costs. We do not believe that
inflation has had a material effect on our business, financial
condition or results of operations in recent years. However, if
our costs were to become subject to significant inflationary
pressures, either as described above or otherwise, we may not be
ably to fully offset such higher costs through price increases.
Seasonality
Due in large part to the diverse end-markets into which we sell
our products and services, our sales are generally not impacted
by seasonality with the exception of a slight reduction in
demand in the fourth quarter of the year as some customers
reduce production during the period.
46
|
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
In the ordinary course of our business, we are exposed to
potential losses arising from changes in the prices of zinc,
nickel, lead, natural gas and coal. We have historically used
derivative instruments, such as swaps, put options and forward
purchase contracts to manage the effect of these changes. When
we use forward contract hedging instruments to reduce our
exposure to rising energy prices, we are limited in our ability
to take advantage of future reductions in energy prices, because
the hedging instruments require us to exercise the hedging
instrument at the settlement date regardless of the market price
at the time. We have also used put options to reduce our
exposure to future declines in zinc prices. We have entered into
arrangements hedging a portion of our exposure to future changes
in the prices of zinc, nickel and lead for 2011, 2010, 2009 and
2008.
Our risk management policy seeks to meet our overall goal of
managing our exposure to market price risk, particularly risks
related to changing zinc and nickel prices. All derivative
contracts are held for purposes other than trading and are used
primarily to mitigate uncertainty and volatility of expected
cash flow and cover underlying exposures. We are exposed to
losses in the event of non-performance by the counter-parties to
the derivative contracts discussed below, as well as any similar
contracts we may enter into in future periods. Counter-parties
are evaluated for creditworthiness and risk assessment both
prior to our initiating contract activities and on an ongoing
basis.
Commodity
Price Risk
Our business consists principally of the sale of zinc and
nickel-based products. As a result, our results of operations
are subject to risk of fluctuations in the market prices of zinc
and nickel. While our finished products are generally priced
based on a spread to the price of zinc or nickel on the LME, our
revenues are impacted significantly by changes in the market
prices of these metals. Changes in zinc prices will also impact
our ability to generate revenue from our EAF recycling
operations as well as our ability to procure raw materials. In
addition, we consume substantial amounts of energy in our zinc
production and EAF dust recycling operations, and therefore our
cost of sales is vulnerable to changes in prevailing energy
prices, particularly natural gas, coke and coal.
In December 2007, we purchased put options for 2008 for a
financial hedge for approximately 90,000 tons of zinc, (7,500
tons monthly), or approximately 60% of our anticipated 2008
sales volume. The cost of these options was approximately
$13.3 million. The options settled on a monthly basis, and
in each settlement we were entitled to receive the amount, if
any, by which the option strike price, set at $1.00 per pound
for the duration of 2008, exceeded the average LME price for
zinc during the preceding month. Similar put options for 90,000
tons, (7,500 tons monthly) were purchased in 2008 for each of
the 12 months of 2009 with a $0.90 per pound strike price,
for a cost of approximately $14.2 million.
In October of 2008, we sold the put options we purchased for
2009 primarily to reduce our exposure to credit risk with the
counter-parties to these options. We received cash of
$64.5 million on the sale resulting in a pre-tax gain of
$50.3 million in 2008. The gain was recorded as an increase
in our net sales. We subsequently replaced these options with
similar options for 2009 having a strike price of $0.50 per
pound for the same quantity of tons for a cost of approximately
$10.5 million.
In 2009, we purchased put options for approximately 100,000 tons
of zinc for 2010. The cost of the options was $5.3 million
and they had a strike price of $0.65 per pound. At the time of
the purchases, the options represented approximately 80% of our
anticipated sales volume for 2010.
In 2010, we purchased put options for approximately 99,000 tons
of zinc for 2011 having a strike price of $0.65 per pound. The
purchases represent approximately 70% of our expected zinc
production in 2011. We also sold put options for approximately
35,000 tons of zinc for 2011 having a strike price of $0.55 per
pound. The options we purchased provide that we will receive a
minimum of $0.65 per pound for the quantity hedged and the
options we sold provide that the buyer will receive a minimum of
$0.55 per pound for the quantity hedged. The cost of the options
purchased was $3.0 million and the cost of the options sold
was $0.2 million. The options are included in Prepaid
expenses and other current assets in our consolidated
financial statements.
As of December 31, 2010, we were party to a contract for
the purchase and delivery of the coal requirements for the power
plant in Monaca through 2011. We were party to a similar
contract for 2009 and 2010. Each year, we
47
enter into contracts for the forward purchase of natural gas to
cover the majority of natural gas requirements in order to
reduce our exposure to the volatility of natural gas prices.
|
|
ITEM 8.
|
CONSOLIDATED
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Our consolidated financial statements, together with the related
notes and the report of the independent registered public
accounting firm, are set forth on the pages indicated in
Item 15 in this Annual Report on
Form 10-K.
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
There were no changes in or disagreements with accountants on
accounting and financial disclosure.
|
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Disclosure Controls and Procedures
Based on our managements evaluation (with the
participation of our principal executive officer and principal
financial officer), as of the end of the period covered by this
report, our principal executive officer and principal financial
officer have concluded that our disclosure controls and
procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended, (the
Exchange Act)) are effective to ensure that
information required to be disclosed by us in reports that we
file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms and is
accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Managements
Annual Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over our financial reporting (as
defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act). Because of its inherent limitations,
internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2010.
In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control Integrated
Framework. Based on our assessment, management believes that, as
of December 31, 2010, our internal control over financial
reporting is effective based on those criteria.
The independent registered public accounting firm which audited
our financial statements included in this Annual Report on
Form 10-K
has issued an attestation report on our internal control over
financial reporting. Please see Report of Independent
Registered Public Accounting Firm.
Changes
in Internal Control over Financial Reporting
No change in our internal control over financial reporting
occurred during the quarter ended December 31, 2010 that
has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
48
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Horsehead Holding Corp.
We have audited Horsehead Holding Corp. (a Delaware Corporation)
and Subsidiaries (the Company) internal
control over financial reporting as of December 31, 2010,
based on criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The
Companys management is responsible for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting, included in the accompanying
Managements Annual Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion
on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Horsehead Holding Corp. and Subsidiaries
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on
criteria established in Internal Control
Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets as of December 31, 2010 and
2009 of Horsehead Holding Corp. and Subsidiaries, and the
related consolidated statements of operations,
stockholders equity and cash flows for each of the three
years in the period ended December 31, 2010, and our report
dated March 16, 2011 expressed an unqualified opinion.
Cleveland, Ohio
March 16, 2011
49
|
|
ITEM 9B.
|
OTHER
INFORMATION
|
None.
PART III
|
|
ITEM 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The information required by this item may be found in our Proxy
Statement related to the 2011 Annual Meeting of Stockholders and
is incorporated herein by reference and in Executive
Officers of the Registrant as set forth in
Item 1. Business in this report.
There have been no material changes to the procedures through
which stockholders may recommend nominees to our Board of
Directors since April 10, 2006. We have adopted a Code of
Ethics that applies to our principal executive officer,
principal financial officer and principal accounting officer.
The text of our Code of Ethics is posted on our website:
www.horsehead.net click on Investor
Relations, then click on Corp. Governance and
then click on Code of Ethics for Senior Management.
We intend to disclose future amendments to, or waivers from,
certain provisions of the Code of Ethics on the website within
four business days following the date of such amendment or
waiver. Stockholders may request a free copy of the Code of
Ethics from: Horsehead Holding Corp., Attention: Corporate
Secretary, 4955 Steubenville Pike, Suite 405, Pittsburgh,
Pennsylvania 15205.
|
|
ITEM 11.
|
EXECUTIVE
COMPENSATION
|
The information required by this item may be found in our Proxy
Statement related to the 2011 Annual Meeting of Stockholders and
is incorporated herein by reference.
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
The information required by this item may be found in our Proxy
Statement related to the 2011 Annual Meeting of Stockholders and
is incorporated herein by reference.
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
The information required by this item may be found in our Proxy
Statement related to the 2011 Annual Meeting of Stockholders and
is incorporated herein by reference.
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
The information required by this item may be found in our Proxy
Statement related to the 2011 Annual Meeting of Stockholders and
is incorporated herein by reference.
50
PART IV
|
|
ITEM 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
(a)(1) Financial Statements.
|
|
|
|
|
Page
|
|
|
|
F-1
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
(a)(2) Financial Statement Schedule.
None
All remaining schedules have been omitted because they are
not required or applicable or the information is included in the
consolidated financial statements or notes thereto.
(a)(3) Exhibits. See Exhibit Index appearing on
page E-1
for a list of exhibits filed with or incorporated by reference
as a part of this Annual Report on
Form 10-K.
51
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on March 16, 2011.
HORSEHEAD HOLDING CORP.
James M. Hensler
Its: Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James M.
Hensler and Robert D. Scherich, jointly and severally, his
attorney-in-fact, each with the full power of substitution, for
such person, in any and all capacities, to sign any and all
amendments to this Annual Report on
Form 10-K,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might do
or could do in person hereby ratifying and confirming all that
each of said attorneys-in-fact and agents, or his substitute,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated and
on March 16, 2011.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ James
M. Hensler
James
M. Hensler
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ Robert
D. Scherich
Robert
D. Scherich
|
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ John
Van Roden
John
Van Roden
|
|
Director
|
|
|
|
/s/ T.
Grant John
T.
Grant John
|
|
Director
|
|
|
|
/s/ Bryan
D. Rosenberger
Bryan
D. Rosenberger
|
|
Director
|
|
|
|
/s/ Jack
Shilling
Jack
Shilling
|
|
Director
|
52
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Horsehead Holding Corp.
We have audited the accompanying consolidated balance sheets of
Horsehead Holding Corp. (a Delaware corporation) and
subsidiaries (the Company) as of December 31,
2010 and 2009, and the related consolidated statements of
operations, stockholders equity, and cash flows for each
of the three years in the period ended December 31, 2010.
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Horsehead Holding Corp. as of December 31, 2010
and 2009, and the results of its operations and its cash flows
for each of the three years in the period ended
December 31, 2010 in conformity with accounting principles
generally accepted in the United States of America.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Horsehead Holding Corp.s internal control over financial
reporting as of December 31, 2010, based on criteria
established in Internal Control Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our
report dated March 16, 2011 expressed an unqualified
opinion.
Cleveland, Ohio
March 16, 2011
F-1
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
109,557
|
|
|
$
|
95,480
|
|
Accounts receivable, net of allowance of $1,741 and $2,032 in
2010 and 2009, respectively
|
|
|
53,075
|
|
|
|
40,652
|
|
Inventories, net
|
|
|
50,855
|
|
|
|
39,908
|
|
Prepaid expenses and other current assets
|
|
|
16,178
|
|
|
|
25,195
|
|
Deferred income taxes
|
|
|
6,090
|
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
235,755
|
|
|
|
201,410
|
|
Property, plant and equipment, net
|
|
|
218,652
|
|
|
|
191,307
|
|
Other assets
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
13,026
|
|
|
|
13,758
|
|
Restricted cash
|
|
|
26,399
|
|
|
|
31,536
|
|
Deferred income taxes
|
|
|
1,984
|
|
|
|
|
|
Deposits and other
|
|
|
320
|
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
Total other assets
|
|
|
41,729
|
|
|
|
45,545
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
496,136
|
|
|
$
|
438,262
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Current liabilities
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
|
|
|
$
|
58
|
|
Accounts payable
|
|
|
39,374
|
|
|
|
32,313
|
|
Accrued expenses
|
|
|
26,261
|
|
|
|
25,584
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
65,635
|
|
|
|
57,955
|
|
Long-term debt, less current maturities
|
|
|
255
|
|
|
|
255
|
|
Other long-term liabilities
|
|
|
17,501
|
|
|
|
18,865
|
|
Deferred income taxes
|
|
|
39,735
|
|
|
|
15,770
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Common stock, par value $.01 per share; 100,000 shares with
voting rights authorized; 43,468 and 43,334 shares issued
and outstanding in 2010 and 2009, respectively
|
|
|
434
|
|
|
|
433
|
|
Preferred stock, par value $.01 per share; 10,000 shares
authorized; no shares issued or outstanding
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
214,406
|
|
|
|
211,517
|
|
Retained earnings
|
|
|
153,765
|
|
|
|
128,995
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity before noncontrolling interest
|
|
|
368,605
|
|
|
|
340,945
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest
|
|
|
4,405
|
|
|
|
4,472
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
373,010
|
|
|
|
345,417
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
496,136
|
|
|
$
|
438,262
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Net sales of zinc material and other goods
|
|
$
|
288,796
|
|
|
$
|
183,949
|
|
|
$
|
396,810
|
|
Net sales of nickel-based material and other services
|
|
|
54,162
|
|
|
|
|
|
|
|
|
|
EAF dust service fees
|
|
|
39,404
|
|
|
|
32,581
|
|
|
|
49,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
382,362
|
|
|
|
216,530
|
|
|
|
445,921
|
|
Cost of sales of zinc material and other goods
|
|
|
267,283
|
|
|
|
210,642
|
|
|
|
339,726
|
|
Cost of sales of nickel-based material and other services
|
|
|
33,466
|
|
|
|
|
|
|
|
|
|
Cost of EAF dust services
|
|
|
24,040
|
|
|
|
15,529
|
|
|
|
13,522
|
|
Insurance claim income
|
|
|
(19,267
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (excluding depreciation and amortization)
|
|
|
305,522
|
|
|
|
226,171
|
|
|
|
353,248
|
|
Depreciation and amortization
|
|
|
18,612
|
|
|
|
15,982
|
|
|
|
12,797
|
|
Selling, general and administrative expenses
|
|
|
18,672
|
|
|
|
17,080
|
|
|
|
18,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
342,806
|
|
|
|
259,233
|
|
|
|
384,229
|
|
Income (loss) from operations
|
|
|
39,556
|
|
|
|
(42,703
|
)
|
|
|
61,692
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,226
|
)
|
|
|
(2,340
|
)
|
|
|
(1,474
|
)
|
Interest and other income
|
|
|
849
|
|
|
|
883
|
|
|
|
1,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(377
|
)
|
|
|
(1,457
|
)
|
|
|
397
|
|
Income (loss) before income taxes
|
|
|
39,179
|
|
|
|
(44,160
|
)
|
|
|
62,089
|
|
Income tax provision (benefit)
|
|
|
14,409
|
|
|
|
(16,689
|
)
|
|
|
22,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME(LOSS)
|
|
$
|
24,770
|
|
|
$
|
(27,471
|
)
|
|
$
|
39,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,353
|
|
|
|
37,604
|
|
|
|
35,089
|
|
Diluted
|
|
|
43,668
|
|
|
|
37,604
|
|
|
|
35,287
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
(Accumulated
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit)
|
|
|
Interest
|
|
|
Total
|
|
|
Balance at January 1, 2008
|
|
|
34,775
|
|
|
$
|
348
|
|
|
$
|
124,682
|
|
|
$
|
117,024
|
|
|
|
|
|
|
$
|
242,054
|
|
Stock option exercise
|
|
|
478
|
|
|
|
4
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
1,004
|
|
Stock compensation expense
|
|
|
|
|
|
|
|
|
|
|
1,739
|
|
|
|
|
|
|
|
|
|
|
|
1,739
|
|
Excess tax benefit of stock option exercise
|
|
|
|
|
|
|
|
|
|
|
2,320
|
|
|
|
|
|
|
|
|
|
|
|
2,320
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,442
|
|
|
|
|
|
|
|
39,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
35,253
|
|
|
|
352
|
|
|
|
129,741
|
|
|
|
156,466
|
|
|
|
|
|
|
|
286,559
|
|
Restricted stock vesting
|
|
|
19
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercise
|
|
|
12
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
Equity offering
|
|
|
8,050
|
|
|
|
80
|
|
|
|
79,705
|
|
|
|
|
|
|
|
|
|
|
|
79,785
|
|
Stock compensation expense
|
|
|
|
|
|
|
|
|
|
|
2,153
|
|
|
|
|
|
|
|
|
|
|
|
2,153
|
|
Contribution by noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,472
|
|
|
|
4,472
|
|
Reduction of tax benefit of equity award exercise
|
|
|
|
|
|
|
|
|
|
|
(93
|
)
|
|
|
|
|
|
|
|
|
|
|
(93
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(27,471
|
)
|
|
|
|
|
|
|
(27,471
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
43,334
|
|
|
|
433
|
|
|
|
211,517
|
|
|
|
128,995
|
|
|
|
4,472
|
|
|
|
345,417
|
|
Restricted stock vesting
|
|
|
31
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option exercise
|
|
|
103
|
|
|
|
|
|
|
|
1,183
|
|
|
|
|
|
|
|
|
|
|
|
1,183
|
|
Stock compensation expense
|
|
|
|
|
|
|
|
|
|
|
1,860
|
|
|
|
|
|
|
|
|
|
|
|
1,860
|
|
Distribution by noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(67
|
)
|
|
|
(67
|
)
|
Reduction of tax benefit of equity award exercise
|
|
|
|
|
|
|
|
|
|
|
(153
|
)
|
|
|
|
|
|
|
|
|
|
|
(153
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,770
|
|
|
|
|
|
|
|
24,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
|
43,468
|
|
|
$
|
434
|
|
|
$
|
214,406
|
|
|
$
|
153,765
|
|
|
$
|
4,405
|
|
|
$
|
373,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
24,770
|
|
|
$
|
(27,471
|
)
|
|
$
|
39,442
|
|
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
18,612
|
|
|
|
16,981
|
|
|
|
13,463
|
|
Deferred income tax provision
|
|
|
16,026
|
|
|
|
9,486
|
|
|
|
770
|
|
Accretion on ESOI liabilities
|
|
|
905
|
|
|
|
366
|
|
|
|
|
|
Losses on write down or disposal of assets
|
|
|
203
|
|
|
|
1,153
|
|
|
|
665
|
|
Losses (gains) on derivative financial instruments
|
|
|
3,686
|
|
|
|
11,997
|
|
|
|
(8,746
|
)
|
Lower of cost or market adjustment to inventories
|
|
|
|
|
|
|
|
|
|
|
8,994
|
|
Non-cash compensation expense
|
|
|
1,860
|
|
|
|
2,153
|
|
|
|
1,739
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in accounts receivable, net
|
|
|
(12,616
|
)
|
|
|
(1,152
|
)
|
|
|
21,027
|
|
(Increase) decrease in inventories, net
|
|
|
(11,551
|
)
|
|
|
13,760
|
|
|
|
13,715
|
|
Decrease (increase) in prepaid expenses and other current assets
|
|
|
5,322
|
|
|
|
(24,827
|
)
|
|
|
8,180
|
|
(Increase) decrease in other assets
|
|
|
(87
|
)
|
|
|
(49
|
)
|
|
|
83
|
|
Increase (decrease) in accounts payable
|
|
|
7,019
|
|
|
|
(6,308
|
)
|
|
|
(2,173
|
)
|
Increase (decrease) increase in accrued expenses
|
|
|
5,427
|
|
|
|
(2,634
|
)
|
|
|
(833
|
)
|
(Decrease) in other non-current liabilities
|
|
|
(2,270
|
)
|
|
|
(188
|
)
|
|
|
(2,319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
57,306
|
|
|
|
(6,733
|
)
|
|
|
94,007
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(44,704
|
)
|
|
|
(37,151
|
)
|
|
|
(50,671
|
)
|
Purchase of INMETCO, net of cash
|
|
|
(4,567
|
)
|
|
|
(33,237
|
)
|
|
|
|
|
Purchase of intangibles
|
|
|
|
|
|
|
(3,000
|
)
|
|
|
|
|
Decrease (increase) in restricted cash
|
|
|
5,137
|
|
|
|
(31,536
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(44,134
|
)
|
|
|
(104,924
|
)
|
|
|
(50,671
|
)
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from equity offering, net of expenses
|
|
|
|
|
|
|
79,785
|
|
|
|
|
|
Proceeds from exercise of warrants and options
|
|
|
1,183
|
|
|
|
12
|
|
|
|
1,004
|
|
(Distributions to) proceeds from noncontrolling interest equity
holders
|
|
|
(67
|
)
|
|
|
4,472
|
|
|
|
|
|
Tax effect of share based compensation award exercise and vesting
|
|
|
(153
|
)
|
|
|
(93
|
)
|
|
|
2,320
|
|
Proceeds from issuance of notes payable
|
|
|
|
|
|
|
255
|
|
|
|
|
|
Payments on notes payable and long-term debt
|
|
|
(58
|
)
|
|
|
(62
|
)
|
|
|
(61
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
905
|
|
|
|
84,369
|
|
|
|
3,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
14,077
|
|
|
|
(27,288
|
)
|
|
|
46,599
|
|
Cash and cash equivalents at beginning of year
|
|
|
95,480
|
|
|
|
122,768
|
|
|
|
76,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
109,557
|
|
|
$
|
95,480
|
|
|
$
|
122,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to consolidated financial statements are
an integral part of these statements.
F-5
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
December 31, 2010 and 2009
and for the Years Ended December 31, 2010, 2009 and 2008
(Amounts in thousands, except per share data)
Horsehead Holding Corp. (HHC, Horsehead
or the Company) was incorporated in the state of
Delaware in May 2003. On December 23, 2003, the Company
acquired substantially all of the operating assets and assumed
certain liabilities of Horsehead Industries, Inc. and its
wholly-owned subsidiaries. The Company commenced operations on
December 24, 2003.
The Company is a producer of specialty zinc and nickel-based
products sold primarily to customers throughout the United
States of America. It is also the largest recycler of electric
arc furnace dust in the United States and a leading
U.S. recycler of hazardous and non-hazardous waste for the
specialty steel industry. It also provides short-line railroad
service for the movement of materials for both Horsehead
Corporation and outside customers. The Company operates as two
business segments.
|
|
NOTE B
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
A summary of the significant accounting policies consistently
applied in the preparation of the accompanying consolidated
financial statements follows.
Principles
of Consolidation
The consolidated financial statements include the accounts of
Horsehead and its wholly-owned subsidiaries, Horsehead
Corporation (HC), Chestnut Ridge Railroad Corp.,
Horsehead Zinc Recycling, LLC, Horsehead Metals Development,
LLC, Horsehead Materials Recycling, LLC and The International
Metals Reclamation Company, Inc. (INMETCO).
Intercompany accounts and transactions have been eliminated in
consolidation.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. The more significant
items requiring the use of management estimates and assumptions
relate to inventory reserves, bad debt reserves, environmental
and asset retirement obligations, workers compensation
liabilities, reserves for contingencies and litigation and fair
value of financial instruments and business acquisitions.
Management bases its estimates on the Companys historical
experience and its expectations of the future and on various
other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from those estimates.
Revenue
Recognition
The Company recognizes revenues from the sale of finished goods
at the point of passage of title or risk of loss, which is
generally at the time of shipment. The Companys service
fee revenue is generally recognized at the time of receipt of
electric arc furnace (EAF) dust, which the Company
collects from steel mini-mill operators.
F-6
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of net sales for the years ended
December 31, 2010, 2009 and 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Zinc and nickel material goods
|
|
$
|
305,371
|
|
|
$
|
176,628
|
|
|
$
|
380,685
|
|
Service fee revenue
|
|
|
65,113
|
|
|
|
32,581
|
|
|
|
49,111
|
|
Other
|
|
|
11,878
|
|
|
|
7,321
|
|
|
|
16,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
382,362
|
|
|
$
|
216,530
|
|
|
$
|
445,921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No customer exceeded 10% of consolidated net sales. However, our
ten largest customers comprise 46% of our consolidated sales.
Three customers comprise 83% of INMETCOs net sales.
Products and services are sold primarily to customers in the
hot-dipped galvanizing, rubber, stainless steel and mini-mill
markets.
Shipping
and Handling Fees and Costs
The Company classifies all amounts billed to a customer in a
sales transaction related to shipping and handling as revenue.
The Company records shipping and handling costs incurred in cost
of sales.
Cash
and Cash Equivalents
The Company considers all highly liquid investments with
maturities of approximately 90 days or less when purchased
to be cash equivalents.
Accounts
Receivable
The majority of the Companys accounts receivable are due
from customers primarily in the steel, rubber and galvanizing
industries. Credit is extended based on an evaluation of a
customers financial condition. Generally collateral is not
required. Accounts receivable are stated at amounts due from
customers net of an allowance for doubtful accounts. Accounts
receivable outstanding longer than the contractual payment terms
are considered past due. The Company determines its allowance by
considering a number of factors, including the length of time
trade accounts receivable are past due, the Companys
previous loss history, the customers current ability to
pay its obligation to the Company, and the condition of the
general economy and industry as a whole. The Company writes off
accounts receivable when they become uncollectible. Payments
subsequently received on such receivables are credited to the
allowance for doubtful accounts. In 2010 and in 2009, the
Company wrote off $22 and $206, respectively, in uncollectable
accounts and recovered $292 and $13, respectively, of previously
written off balances. The provision for bad debt expense was
($484), $1,475 and $327 for 2010, 2009 and 2008, respectively.
The accounts receivable balance at December 31, 2010
includes $8,267 from the Companys insurance carrier
relating to business interruption and property damage claims
associated with the explosion at the Companys Monaca,
Pennsylvania facility in July of 2010. The accounts receivable
balance at December 31, 2009 includes $742 from the
Companys hedge counter-parties resulting from the
settlement of open positions, which was collected in January
2010.
Inventories
Inventories, which consist primarily of zinc and nickel-bearing
materials, zinc products and supplies and spare parts, are
valued at the
lower-of-cost-or-market
(LCM) using a moving average cost method. Raw
materials are purchased as well as produced from the processing
of EAF dust. Supplies and spare parts inventory used in the
production process are purchased.
Work-in-process
and finished goods inventories are valued based on the costs of
raw materials plus applicable conversion costs, including
depreciation and overhead costs relating to associated process
facilities.
Zinc and nickel are traded as commodities on the London Metals
Exchange (LME) and, accordingly, product inventories
are subject to price fluctuations. When reviewing inventory for
LCM adjustments, the Company
F-7
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
considers the forward metals prices as quoted on the LME as of
the balance sheet date to determine if an LCM adjustment is
required.
Property,
Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation
is provided using the straight-line method. Ordinary maintenance
and repairs are expensed as incurred; replacements and
betterments are capitalized if they extend the useful life of
the related asset. The estimated useful lives of property, plant
and equipment are as follows:
|
|
|
Buildings, land and building improvements
|
|
3 - 40 years
|
Machinery and equipment
|
|
3 - 30 years
|
The Company reviews the carrying value of its long-lived assets
for impairment whenever events or circumstances indicate that
the carrying amounts may not be recoverable. There were no such
events or circumstances during 2010 and 2008 and therefore no
impairment write-downs were charged to operations. See
Note F for a discussion of asset write-downs in 2009.
Environmental
Obligations
The Company accrues for costs associated with environmental
obligations when such costs are probable and reasonably
estimated. Accruals for estimated costs are generally
undiscounted and are adjusted as further information develops or
circumstances change.
Insurance
Claim Liabilities
The Company accrues for costs associated with self-insured
retention under certain insurance policies (primarily
workers compensation) based on estimates of claims,
including projected development, from information provided by
the third party administrator and the insurance carrier.
Accruals for estimated costs are undiscounted and are subject to
change based on development of such claims.
Asset
Retirement Obligations
The fair values of asset retirement obligations are recognized
in the period they are incurred if a reasonable estimate of fair
value can be made. Asset retirement obligations primarily relate
to environmental remediation at three Company locations. The
liability is estimated based upon cost studies prepared to
estimate environmental remediation upon closure and for purposes
of obtaining state permits to operate the facilities. The
liability is discounted using the Companys estimated
credit-adjusted risk free interest rate at the time the
obligations are recognized.
Income
Taxes
Deferred income taxes reflect the tax consequences on future
years of differences between the tax bases of assets and
liabilities and their respective financial reporting amounts.
The Company recognizes the financial statement benefit of a tax
position only after determining that the relevant tax authority
would more likely than not sustain the position following an
audit. For tax positions meeting the more-likely-than-not
threshold, the amount recognized in the financial statements is
the largest benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement with the
relevant tax authority.
Stock-Based
Compensation
The Company has a stock-based compensation plan and an equity
incentive plan which are more fully described in Note R.
Employee stock options granted on or after January 1, 2006
are expensed by the Company over
F-8
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the option vesting period, based on the estimated fair value of
the award on the date of the grant using the Black-Scholes
option-pricing model.
Financial
Instruments
The following methods are used to estimate the fair value of the
Companys financial instruments:
Cash and cash equivalents, accounts receivable, notes payable
due within one year, accounts payable, and accrued expenses
approximate their fair value due to the short-term nature of
these instruments. The money market demand account is considered
to be in level 1 of the fair value hierarchy (see Note G).
The financial swap and financial option instruments are carried
at fair value and are considered to be in level 2 of the
fair value hierarchy. The Company recognizes changes in fair
value within the consolidated statements of operations as they
occur (see Note S).
The Company does not purchase, hold or sell derivative financial
instruments unless it has an existing asset or obligation or
anticipates a future activity that is likely to occur and will
result in exposing it to market risk. The Company uses various
strategies to manage its market risk, including the use of
derivative instruments to limit, offset or reduce such risk.
Derivative financial instruments are used to manage well-defined
commodity price risks from the Companys primary business
activity. The fair values of derivative instruments are based
upon a comparison of the Companys internal valuations to
the valuations provided by third party counterparties with whom
they have entered into substantially identical derivative
contracts. The Company also compares the counterparties
valuations to ensure that there is an acceptable level of
consistency among them. The valuations utilize forward pricing
and an implied volatility of the underlying commodity as well as
interest rate forwards and are therefore subject to fluctuation
based on the movements of the commodity markets.
The Company is exposed to credit loss should counter-parties
with which it has entered into derivative transactions become
unable to satisfy their obligations in accordance with the
underlying agreements. To minimize this risk the Company uses
highly rated counter-parties that meet certain requirements.
Impairment
The Company reviews the carrying value of its intangible assets
and long-lived assets for impairment whenever events or
circumstances indicate that the carrying amounts may not be
recoverable. In the event the Company would determine the
carrying amounts would not be recovered, an impairment charge
would be recorded for the difference between the fair value and
the carrying value.
Supplemental
Disclosure of Cash Flow Information
Cash paid for net interest in 2010, 2009 and 2008 approximated
$70, $797 and $714, respectively. Cash paid for income taxes in
2010, 2009 and 2008 approximated $8,740, $753 and $19,281,
respectively.
Reclassifications
Certain reclassifications have been made to the prior
years consolidated financial statements to conform to the
2010 presentation.
|
|
NOTE C
|
EQUITY
OFFERINGS AND STOCK REPURCHASE
|
On September 1, 2009, the SEC declared effective the
Companys registration statement on
Form S-3
originally filed by the Company with the SEC on July 16,
2009. On September 16, 2009, the Company completed an
underwritten public offering of 8,050 shares of its common
stock, including 1,050 shares sold pursuant to the
underwriters exercise of their over-allotment option to
purchase additional shares. At the public offering price of
$10.50 per share, the aggregate price of shares of common stock
sold by the Company was $84,525. The net
F-9
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
proceeds realized by the Company from the offering, after
accounting for $4,226 in underwriting discounts and commissions
and $514 in expenses relating to the offering, were $79,785. The
Company is using the net proceeds for general corporate
purposes, which include capital expenditures, working capital,
acquisitions and investments. Pending these uses, the net
proceeds may also be temporarily invested in short- and
medium-term securities.
|
|
NOTE D
|
ACQUISITION
OF BUSINESS
|
On December 31, 2009, the Company purchased all of the
issued and outstanding capital stock of INMETCO, from Vale Inco
Americas Inc. The Company estimated it would pay cash of
$38,802, of which $33,237, net of cash acquired, was paid at
closing. The final purchase price, after post-closing
adjustments, was $38,567 and was settled in the first quarter of
2010. The difference between the estimated and the final
purchase price is immaterial and is not reflected in the
Companys Consolidated Balance Sheet at December 31,
2009.
The purchase price was allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
Final at
|
|
|
Estimated at
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
Cash
|
|
$
|
763
|
|
|
$
|
763
|
|
Accounts receivable
|
|
|
8,970
|
|
|
|
9,164
|
|
Inventories
|
|
|
6,190
|
|
|
|
6,794
|
|
Prepaid expenses and other current assets
|
|
|
500
|
|
|
|
489
|
|
Deferred income tax asset
|
|
|
672
|
|
|
|
672
|
|
Property, plant and equipment
|
|
|
35,175
|
|
|
|
34,469
|
|
Intangible assets
|
|
|
2,400
|
|
|
|
2,400
|
|
Other assets
|
|
|
54
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
Total identifiable assets purchased
|
|
|
54,724
|
|
|
|
54,805
|
|
Accounts payable
|
|
|
2,314
|
|
|
|
3,446
|
|
Accrued expenses and other current liabilities
|
|
|
1,895
|
|
|
|
650
|
|
Deferred income tax liability
|
|
|
10,421
|
|
|
|
10,380
|
|
Other long-term liabilities
|
|
|
1,527
|
|
|
|
1,527
|
|
|
|
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
16,157
|
|
|
|
16,003
|
|
|
|
|
|
|
|
|
|
|
Net assets purchased
|
|
|
38,567
|
|
|
|
38,802
|
|
|
|
|
|
|
|
|
|
|
Purchase price
|
|
$
|
38,567
|
|
|
$
|
38,802
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE E
|
NEW
MARKETS TAX CREDIT PROGRAM FINANCING
|
On June 8, 2009, the Company completed a financing
arrangement under the New Markets Tax Credit (NMTC)
program to help fund its expansion project in Barnwell, South
Carolina. The arrangement provides $5,925 of NMTC funds to be
used for completion of the development of the project site and
construction of buildings and other real property. The funds and
the accrued interest thereon are being held in escrow and will
be released upon completion of the aforementioned project site
development. The funds are recorded as Restricted
cash on the consolidated balance sheets of the Company as
of December 31, 2010 and 2009. In December 2010, funds
totaling $4,925 were released from escrow in accordance with the
provisions of the program. A portion of the funds are in the
form of an equity investment by Banc of America CDE III, LLC and
CCM Community Development IV LLC, in the amount of $5,670.
The equity holders are consolidated in the Companys
consolidated balance sheets as of December 31, 2010 and
2009 and do not share in the earnings and losses of the Company,
however, they are entitled to guaranteed payments of 2% per
annum on their investment. The equity holders also have the
option (the purchase option) of having their
investment purchased by the Company at the end of their
F-10
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
seven year investment period in the project. The purchase option
totals $360 and is treated as a reduction of their equity
holdings and is recorded in Other long-term
liabilities on the consolidated balance sheets of the
Company as of December 31, 2010 and 2009. The Company
incurred $838 in equity issuance costs which were deducted from
the equity proceeds, leaving net proceeds of $4,472 as a
non-controlling interest in the Companys
Stockholders equity section of the consolidated balance
sheet as of December 31, 2009. The first guaranteed payment
was made in January 2010, reducing the balance of the
non-controlling interest to $4,405 at December 31, 2010. A
portion of the NMTC funds are in the form of a seven-year loan
in the amount of $255. The loan is recorded in Long-term
debt, less current maturities on the consolidated balance
sheets of the Company as of December 31, 2010 and 2009.
|
|
NOTE F
|
ASSET
WRITE-DOWNS AND DISPOSALS
|
In 2009, the Company wrote-down to net realizable value certain
machinery and equipment and supplies inventories by $1,056
primarily related to its Beaumont, Texas recycling facility. The
write-down resulted in a reduction of $1,349 in the cost and
$628 in the accumulated depreciation of the Companys
machinery and equipment and $335 in its supplies inventories. In
the third quarter of 2009, the Company made a decision to
proceed with the completion of the construction of its Barnwell,
South Carolina recycling facility and started both kilns in
2010. The Waelz kiln process that will be used at the Barnwell
facility is a lower cost process than the process that was used
at the Beaumont facility, therefore, management does not intend
to use the higher cost capacity at the Beaumont facility. The
total amount of the write-down is included in Cost of
sales of zinc material and other goods (excluding
depreciation) on the consolidated statement of operations.
The Company incurred a loss of $203 in the fourth quarter of
2010 and a loss of $97 in the fourth quarter of 2009 on the
disposal of machinery and equipment. The cost and accumulated
depreciation of the assets disposed were $341 and $138 in 2010
and $270 and $173 in 2009. The losses are recorded in
Interest and other income on the consolidated
statement of operations.
|
|
NOTE G
|
CASH AND
CASH EQUIVALENTS
|
Cash and cash equivalents consisted of the following at
December 31, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Cash in bank
|
|
$
|
84,549
|
|
|
$
|
10,358
|
|
Government money market funds
|
|
|
|
|
|
|
35,000
|
|
Money market demand account
|
|
|
25,008
|
|
|
|
30,075
|
|
Certificates of deposit
|
|
|
|
|
|
|
20,047
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
109,557
|
|
|
$
|
95,480
|
|
|
|
|
|
|
|
|
|
|
The Companys cash in bank balance is held in three
U.S. banks at December 31, 2010 and was concentrated
in two U.S. banks in 2009. The Company purchased government
money market funds and certificates of deposit to mitigate the
risk associated with this level of concentration in 2009.
The government money market funds invested only in US Treasury
bills, notes and other obligations guaranteed by the US
Treasury, and its goal was to provide high levels of current
income, liquidity and stability of principal. The fund did not
invest in repurchase agreements.
The money market demand accounts carried interest rates of 0.40%
and 1.25% at December 31, 2010 and 2009, respectively. The
certificates of deposit had a four week maturity and an interest
rate of 0.4%. They were purchased through the Certificate of
Deposit Account Registration Service (CDARS). CDARS
allows a depositor to keep large deposits federally insured by
investing in certificates of deposit in amounts covered by the
FDIC. Under the program the depositor invests one amount with a
financial institution participating in the CDARS
F-11
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
program. That financial institution purchases certificates of
deposit from other participating financial institutions in
amounts covered by the FDIC. The balances approximate fair value.
Inventories consisted of the following at December 31, 2010
and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Raw materials
|
|
$
|
13,202
|
|
|
$
|
10,413
|
|
Work-in-process
|
|
|
7,289
|
|
|
|
1,471
|
|
Finished goods
|
|
|
17,486
|
|
|
|
13,939
|
|
Supplies and spare parts
|
|
|
12,878
|
|
|
|
14,085
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50,855
|
|
|
$
|
39,908
|
|
|
|
|
|
|
|
|
|
|
Inventories are net of reserves for slow moving inventory of
$2,546 and $2,971 at December 31, 2010 and 2009,
respectively. The provisions for slow-moving inventory were $
(425), $84 and $1,309 for 2010, 2009 and 2008, respectively. The
significant and rapid decline of the average LME price of zinc
in 2008, particularly in the fourth quarter, resulted in the
company recording LCM adjustments of $1,272 and $7,722 to its
raw materials and finished goods inventories in 2008 and $2,822
to its finished goods inventory in the first quarter of 2009. No
LCM adjustment was recorded in 2010.
|
|
NOTE I
|
PREPAID
EXPENSES AND OTHER CURRENT ASSETS
|
Prepaid expenses and other current assets consists of the
following at December 31, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Refundable income taxes
|
|
$
|
11,762
|
|
|
$
|
20,786
|
|
Prepaid hedge contracts
|
|
|
984
|
|
|
|
1,914
|
|
Other
|
|
|
3,432
|
|
|
|
2,495
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,178
|
|
|
$
|
25,195
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE J
|
PROPERTY,
PLANT AND EQUIPMENT
|
Property, plant and equipment consisted of the following at
December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Land and land improvements
|
|
$
|
18,412
|
|
|
$
|
11,110
|
|
Buildings and building improvements
|
|
|
38,614
|
|
|
|
27,734
|
|
Machinery and equipment
|
|
|
229,768
|
|
|
|
169,296
|
|
Construction in progress
|
|
|
8,326
|
|
|
|
41,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
295,120
|
|
|
|
250,046
|
|
Less accumulated depreciation
|
|
|
(76,468
|
)
|
|
|
(58,739
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
218,652
|
|
|
$
|
191,307
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for 2010, 2009 and 2008 was $17,880,
$15,637 and $12,797, respectively.
F-12
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE K
|
INTANGIBLE
ASSETS
|
Intangible assets consisted of the following at
December 31, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Customer contracts
|
|
$
|
10,915
|
|
|
$
|
10,915
|
|
Customer relationships
|
|
|
1,400
|
|
|
|
1,400
|
|
Non-compete agreement
|
|
|
789
|
|
|
|
789
|
|
Trademark
|
|
|
600
|
|
|
|
600
|
|
Technology
|
|
|
400
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,104
|
|
|
|
14,104
|
|
Less accumulated amortization
|
|
|
(1,078
|
)
|
|
|
(346
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,026
|
|
|
$
|
13,758
|
|
|
|
|
|
|
|
|
|
|
The intangible assets are being amortized on a straight-line
basis over their useful lives, which are twenty years for the
customer contracts, customer relationships and the trademark,
seventeen years for the non-compete agreement and ten years for
the technology asset. The Company amortized $732 and $346 in
2010 and 2009, respectively and will amortize approximately $732
each year thereafter.
Restricted cash is related to the following at December 31,
2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Letters of credit
|
|
$
|
21,379
|
|
|
$
|
21,602
|
|
ESOI deferred purchase price obligation
|
|
|
3,997
|
|
|
|
4,000
|
|
NMTC
|
|
|
1,023
|
|
|
|
5,934
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26,399
|
|
|
$
|
31,536
|
|
|
|
|
|
|
|
|
|
|
The restricted cash relating to our letters of credit and the
ESOI deferred purchase price obligation are held in third-party
managed trust accounts and are invested in money market and
other liquid investment accounts. The restricted cash relating
to the NMTC is held in escrow in an interest bearing checking
account. See Note E.
|
|
NOTE M
|
NOTES PAYABLE
AND LONG-TERM DEBT
|
Long-term debt consisted of the following at December 31,
2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
Loan payable
|
|
$
|
255
|
|
|
$
|
255
|
|
|
|
|
|
Note payable to Beaver County Corporation for Economic
Development
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255
|
|
|
|
313
|
|
|
|
|
|
Less portion currently payable
|
|
|
|
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
255
|
|
|
$
|
255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The loan payable is associated with the NMTC program discussed
below and in Note E to these consolidated financial
statements. It is an interest only loan with the principal due
at the end of the term.
In September 2005, HC entered into a $300 term loan with the
Beaver County Corporation for Economic Development. The proceeds
of the loan were used to purchase equipment for the Monaca,
Pennsylvania location.
F-13
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The loan was a five year note with principal and interest
payments due monthly through October 2010. Interest was charged
at 3.125% per annum. The loan required the company to maintain a
minimum number of employees at the Monaca location.
In 2009, the Companys credit facility consisted of a
$75,000 revolving credit facility (Revolver)
including a letter of credit
sub-line of
$35,000 under the terms of a Financing Agreement with CIT
Group/Business Credit, Inc. The Revolver required a lock-box
arrangement, which provided for all receipts to be swept daily
to reduce borrowings outstanding under the credit facility and
contained a subjective acceleration clause in the revolving
credit facility. Accordingly, any outstanding borrowings under
the Revolver were classified as a current liability.
The outstanding borrowings on the Revolver, together with the
outstanding letters of credit, could not exceed the
Companys borrowing base, which included eligible
receivables, inventories, and certain other assets. The
Financing Agreement also provided for certain covenants, the
most restrictive of which limited indebtedness, sales of assets,
dividends, investments, related party transactions and certain
payment restrictions and provided for the maintenance of certain
financial covenants. If an event of default were to have
occurred, the rate on all obligations owed under the Revolver
and other borrowings from CIT would have been increased by 2%
per annum.
On June 4, 2009 and again on June 30, 2009, the
Company amended its Financing Agreement. The June 4, 2009
amendment enabled the Company to participate in the NMTC program
to help fund the Companys expansion project in Barnwell,
South Carolina. It also provided for amendments to certain terms
of the Financing Agreement, the most significant of which
increased the two interest rate margins applicable to amounts
outstanding under the Revolver from 2.50% to 4.00% for LIBOR
loans and from 0.25% to 3.00% for prime rate loans; increased
the fee rate applicable to undrawn letters of credit from 2.50%
to 4.00%; established a minimum rate for LIBOR loans equal to
1.75% and increased the unused line of credit fee rate from
0.375% to 0.75%. It also increased the threshold below which the
Company would be required to comply with certain financial
covenants under the Revolver from net availability for any ten
consecutive days of $5,000 to $12,500. Below this threshold, the
Company was to comply with the consolidated senior leverage
ratio, consolidated fixed charge coverage ratio and consolidated
EBIDTA maintenance covenants in the Financing Agreement. The
June 30, 2009 amendment primarily reduced the amount of
borrowing available to the Company under the Revolver by
$30,000, from $75,000 to $45,000. The Revolver was originally
scheduled to expire in 2010 but was cancelled in December 2009.
As a result, amortization of the costs associated with the
credit facility were written off in 2009. Amortization was $999
in 2009 and $666 in 2008 and is included in interest expense in
the accompanying consolidated statements of operations.
At December 31, 2010 and 2009, the Company had $20,360 and
$20,574, respectively, of letters of credit outstanding to
collateralize self-insured claims for workers compensation
and other general insurance claims and closure bonds for the
Companys three facilities in Pennsylvania. The Company
provided cash as collateral for the letters of credit, see
Note L.
Aggregate future maturities of long-term debt are as follows:
|
|
|
|
|
Year Ending December 31,
|
|
|
|
2016
|
|
$
|
255
|
|
|
|
|
|
|
|
|
$
|
255
|
|
|
|
|
|
|
F-14
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE N
|
ACCRUED
EXPENSES
|
Accrued expenses at December 31, 2010 and December 31,
2009 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Employee related costs
|
|
$
|
8,877
|
|
|
$
|
6,722
|
|
EAF dust processing reserve
|
|
|
4,826
|
|
|
|
3,564
|
|
Accrued INMETCO purchase price (see Note D)
|
|
|
|
|
|
|
4,802
|
|
Workers Compensation insurance claim liabilities (see
Note P)
|
|
|
2,400
|
|
|
|
2,400
|
|
Unearned tolling revenue
|
|
|
1,872
|
|
|
|
1,173
|
|
Other
|
|
|
8,286
|
|
|
|
6,923
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26,261
|
|
|
$
|
25,584
|
|
|
|
|
|
|
|
|
|
|
The components of income tax provision (benefit) for the years
ended December 31, 2010, 2009 and 2008 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Current provision (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(2,815
|
)
|
|
$
|
(25,189
|
)
|
|
$
|
18,994
|
|
State and local
|
|
|
1,369
|
|
|
|
(986
|
)
|
|
|
2,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,446
|
)
|
|
|
(26,175
|
)
|
|
|
21,877
|
|
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
17,907
|
|
|
|
10,584
|
|
|
|
892
|
|
State and local
|
|
|
(2,052
|
)
|
|
|
(1,098
|
)
|
|
|
(122
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,855
|
|
|
|
9,486
|
|
|
|
770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit)
|
|
$
|
14,409
|
|
|
$
|
(16,689
|
)
|
|
$
|
22,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation between income tax expense (benefit) and the
amount computed by applying the statutory federal income tax
rate of 35% to income before income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Income taxes at statutory rate
|
|
$
|
13,713
|
|
|
$
|
(15,456
|
)
|
|
$
|
21,731
|
|
State and local income taxes, net of federal tax effect
|
|
|
(444
|
)
|
|
|
(1,354
|
)
|
|
|
1,794
|
|
Domestic production activity deduction
|
|
|
197
|
|
|
|
571
|
|
|
|
(1,002
|
)
|
Other
|
|
|
943
|
|
|
|
(450
|
)
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit)
|
|
$
|
14,409
|
|
|
$
|
(16,689
|
)
|
|
$
|
22,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-15
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of the Companys net deferred tax asset
(liability) at December 31, 2010 and 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Accrued fringe benefits
|
|
$
|
677
|
|
|
$
|
564
|
|
Prepaid hedge contracts
|
|
|
667
|
|
|
|
1,240
|
|
Stock compensation
|
|
|
2,243
|
|
|
|
1,878
|
|
State tax credits
|
|
|
2,180
|
|
|
|
|
|
State net operating loss carryforward
|
|
|
859
|
|
|
|
1,293
|
|
Inventory
|
|
|
3,505
|
|
|
|
1,241
|
|
Accrued workers compensation
|
|
|
|
|
|
|
1,038
|
|
Other
|
|
|
4,656
|
|
|
|
4,192
|
|
Total deferred tax assets
|
|
|
14,787
|
|
|
|
11,446
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(44,174
|
)
|
|
|
(21,122
|
)
|
INMETCO purchase price adjustment
|
|
|
|
|
|
|
(5,001
|
)
|
Intangible assets
|
|
|
(889
|
)
|
|
|
|
|
Other
|
|
|
(1,189
|
)
|
|
|
(918
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(46,252
|
)
|
|
|
(27,041
|
)
|
|
|
|
|
|
|
|
|
|
Gross deferred tax liability
|
|
|
(31,465
|
)
|
|
|
(15,595
|
)
|
Valuation reserve
|
|
|
(196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
$
|
(31,661
|
)
|
|
$
|
(15,595
|
)
|
|
|
|
|
|
|
|
|
|
The above deferred tax assets and liabilities at
December 31, 2010 and 2009 have been included in the
Companys consolidated balance sheets as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Current deferred tax asset
|
|
$
|
6,090
|
|
|
$
|
672
|
|
Current deferred tax (liability)
|
|
|
|
|
|
|
(497
|
)
|
|
|
|
|
|
|
|
|
|
Net current deferred tax asset
|
|
|
6,090
|
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
Non-current deferred tax asset
|
|
|
1,984
|
|
|
|
|
|
Non-current deferred tax (liability)
|
|
|
(39,735
|
)
|
|
|
(15,770
|
)
|
|
|
|
|
|
|
|
|
|
Net non-current deferred tax (liability)
|
|
|
(37,751
|
)
|
|
|
(15,770
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset (liability)
|
|
$
|
(31,661
|
)
|
|
$
|
(15,595
|
)
|
|
|
|
|
|
|
|
|
|
The tax rates for 2010 and 2009 were 36.8% and 37.8%,
respectively.
The Company and its subsidiaries file income tax returns in the
U.S. and various state jurisdictions. Tax regulations
within each jurisdiction are subject to the interpretation of
the related tax laws and regulations and require significant
judgment to apply. The tax years that remain subject to
examination generally range from 2007 through 2010.
The Company generated tax net operating losses as a result of
increased capital expenditure incentives enacted during 2010.
The Company intends to carry back its U.S. net operating
loss to prior tax years, however state jurisdictions require net
operating losses to be carried forward. As of December 31,
2010 and 2009, the Company
F-16
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
had state net operating loss carryforward benefits of $859 and
$1,293 which will begin to expire in 2021. The Company had state
investment tax credit benefits of $2,180 that will expire
between 2021 and 2026. The Company recorded a $196 valuation
allowance as it is more likely that not that the credits will
not be fully realized.
The Company had no unrecognized tax benefits as of
December 31, 2010 and 2009, respectively.
|
|
NOTE P
|
OTHER
LONG-TERM LIABILITIES
|
Other long-term liabilities consisted of the following at
December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Environmental obligations
|
|
$
|
2,141
|
|
|
$
|
2,013
|
|
Insurance claim liabilities
|
|
|
6,628
|
|
|
|
7,747
|
|
Asset retirement obligations
|
|
|
2,861
|
|
|
|
2,678
|
|
Deferred purchase price obligation
|
|
|
5,374
|
|
|
|
5,869
|
|
Other
|
|
|
497
|
|
|
|
558
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,501
|
|
|
$
|
18,865
|
|
|
|
|
|
|
|
|
|
|
Environmental
obligations
Upon the acquisition of the operating assets and the assumption
of certain liabilities of Horsehead Industries, Inc. in 2003(see
Note A), the Company assumed certain liabilities related to
environmental issues cited in a 1995 Consent Decree (the
Consent Decree) between Horsehead Industries, Inc.
and the United States Environmental Protection Agency
(EPA) and the Pennsylvania Department of
Environmental Protection. The Consent Decree calls for, among
other things, the removal of certain materials containing lead
from the Companys Palmerton, Pennsylvania facility and the
construction of a storage building for calcine feed materials at
the Palmerton facility. The removal of the lead containing
material was completed in 2008. The environmental obligation
related to the storage building was recorded based on the
estimated undiscounted costs required to achieve compliance with
the Consent Decree and totaled $1,457 at December 31, 2010
and 2009.
Environmental obligations also include estimated post-closure
costs required by the EPAs Resource Conservation and
Recovery Act (RCRA) related to a portion of the
property at the companys Bartlesville, Oklahoma facility.
This liability was recorded based on the estimated costs
required to achieve compliance with the RCRA. In 2006, a
post-closure permit was issued by the Oklahoma Department of
Environmental Quality which triggered the beginning of a
30 year period of post-closure care. Based on the
companys annual review of the estimated annual costs
required for the care specified under the permit, the liability
was adjusted in 2010 and 2009 to reflect the discounted net
present value of these costs using an undiscounted obligation of
$1,554 in 2010 and $1,320 in 2009 and a discount rate of 6%. The
environmental obligations related to Bartlesville at
December 31, 2010 totaled $728, of which $44 is recorded as
a current liability. The liability was $600 at December 31,
2009, of which $45 is recorded as a current liability.
Insurance
claim liabilities
Insurance claim liabilities represent the non-current portion of
the companys liabilities for self-insured retention under
certain insurance policies, primarily related to workers
compensation. The Company estimates $2,400 of workers
compensation claims will be paid in 2011 (see Note N).
F-17
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Asset
retirement obligations
The Company currently recognizes a liability for the present
value of future asset retirement obligations if a reasonable
estimate of the fair value of that liability can be made. The
associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset.
Three such assets and related liabilities exist. One is for the
environmental remediation upon ultimate closure of the Ellwood
City facility. The original long lived asset cost was determined
to be $744 and is being amortized and accreted over a
20 year period. The second is for the ultimate closure of
the Monaca facilitys fully permitted landfill. The
original long lived asset cost was determined to be $632 and is
being amortized and accreted over an 18 year period. The
third relates to the permitted storage units at the Palmerton
facility. Its original cost was valued at $206 and is being
amortized and accreted over a 25 year period. The related
depreciation expense for 2010, 2009 and 2008 associated with the
capitalized costs was $55, $43 and $48, respectively, and the
related expense (which is included in interest expense)
associated with accreting the liability for 2010, 2009 and 2008
was $183, $103 and $95, respectively.
Deferred
asset purchase price obligations
The Company is paying a portion of the purchase price of
ESOIs EAF dust collection business in a series of annual
fixed and quarterly variable payments through 2025. The Company
was required to provide security in the amount of $4,000 for the
fixed portion of the payments until December 31, 2010. In
2009, the Company paid $4,000 into an escrow account to satisfy
the requirement. See Note L. The amount of the security was
reduced to $2,500 in January 2011. The payments have been
discounted using rates of approximately 11.8% and 16.0% for the
fixed and variable payments, respectively. The discount rates
were determined based on the average yield on comparable
corporate bonds and the industry weighted average cost of
capital. At December 31, 2010 and 2009, the net present
value of the payments were approximately $6,780 and $7,560,
respectively, of which $1,406 is recorded as a current liability
at December 31, 2010 and $1,691 is recorded as a current
liability at December 31, 2009.
|
|
NOTE Q
|
EMPLOYEE
BENEFIT PLANS
|
The Company maintains two defined contribution 401(k) plans that
cover substantially all of its employees. All Horsehead and
INMETCO salaried employees and INMETCO hourly employees are
automatically enrolled at 4% of their pay upon date of hire.
Effective October 1, 2009, the Company amended the
eligibility requirements in the plan covering the Horsehead
Corporation hourly employees. Under the amendment, hourly
employees are eligible to enroll ninety days after their date of
hire. Employees may make elective deferral contributions to the
plans subject to certain plan and statutory limitations. The
Company makes all contributions to the plans on behalf of each
employee who has achieved one year of service.
Under the plans covering the salaried employees and the INMETCO
hourly employees, the Company contributes 3% of an
employees total compensation and also matches 50% up to
the first 4% of an employees deferral contribution based
on total compensation. The provisions for all contributions to
the plan for 2010, 2009 and 2008 were approximately $956, $601
and $695, respectively.
In 2010, 2009 and 2008, the Company made contributions and
matching contributions to the plans covering the Horsehead
Corporation hourly employees in accordance with the provisions
of the various basic labor agreements. The provisions for all
contributions for 2010, 2009 and 2008 were approximately $1,381,
$1,361 and $1,383 respectively.
|
|
NOTE R
|
STOCK-BASED
COMPENSATION
|
The Company adopted a stock option plan in 2004 (the 2004
Plan) with subsequent amendments in December 2005 and
November 2006. The 2004 Plan provides for the granting of
options to acquire shares of common stock of the Company to key
employees of the Company and its subsidiaries. A total of
1,685 shares are
F-18
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
authorized and reserved for issuance under the 2004 Plan.
Options granted under the 2004 Plan are non-qualified stock
options within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended. The 2004 Plan is administered
by a committee designed by the Board of Directors of the Company
which makes all determinations relating to the 2004 Plan
including, but not limited to, those individuals who shall be
granted options, the date each option shall vest and become
exercisable, the number of shares to be subject to each option,
and the option price. All options granted under the 2004 Plan to
date are fully vested due to the change in ownership of the
Company in 2007 that resulted from an equity offering and stock
repurchase. The options may be exercised at any time prior to
September 15, 2014.
The following summarizes the activity under the 2004 Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Range of
|
|
|
Average
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Price
|
|
|
Options outstanding at January 1, 2007
|
|
|
1,035
|
|
|
$
|
1.01-$7.39
|
|
|
$
|
1.82
|
|
Exercised in 2007
|
|
|
394
|
|
|
$
|
1.01-$7.39
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2007
|
|
|
641
|
|
|
$
|
1.01-$7.39
|
|
|
$
|
1.82
|
|
Exercised in 2008
|
|
|
478
|
|
|
$
|
1.01-$7.39
|
|
|
$
|
2.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2008
|
|
|
163
|
|
|
$
|
1.01
|
|
|
$
|
1.01
|
|
Exercised in 2009
|
|
|
12
|
|
|
$
|
1.01
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2009
|
|
|
151
|
|
|
$
|
1.01
|
|
|
$
|
1.01
|
|
Exercised in 2010
|
|
|
13
|
|
|
$
|
1.01
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2010
|
|
|
138
|
|
|
$
|
1.01
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value at December 31, 2010 of the
options outstanding under the 2004 Plan was $1,660.
At December 31, 2010, the outstanding options under the
2004 Plan had 3.70 years of remaining life.
In 2006, the Company adopted The Horsehead Holding Corp. 2006
Long-Term Equity Incentive Plan (the 2006 Plan)
which provides for grants of stock options, stock appreciation
rights, restricted stock, restricted stock units, deferred stock
units and other equity-based awards. Directors, officers and
other employees of the Company, as well as others performing
services for the Company, are eligible for grants under the 2006
Plan. The 2006 Plan is administered by the Companys Board
of Directors (the Board).
A total of 1,489 shares of the Companys common stock
were initially authorized for issuance under the 2006 Plan,
which amount increases annually by an amount equal to 1% of the
number of shares on the Companys common stock outstanding
or such lesser amount determined by the Companys Board of
Directors (the Board). The number of shares
available for issuance under the 2006 Plan is subject to
adjustment in the event of a reorganization, stock split, merger
or similar change in the corporate structure or the outstanding
shares of common stock. In the event of any of these
occurrences, the Company may make any adjustments considered
appropriate to, among other things, the number and kind of
shares, options or other property available for issuance under
the 2006 Plan or covered by grants previously made under the
2006 Plan. The shares available for issuance under the 2006 Plan
may be, in whole or in part, authorized and unissued or held as
treasury shares.
The following is a summary of the material terms of the 2006
Plan.
Eligibility Directors, officers and other
employees of the Company, as well as other individuals
performing services for the Company or to whom the Company has
extended an offer of employment, are eligible to receive grants
under the 2006 Plan. However, only employees may receive grants
of incentive stock options.
F-19
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stock Options The Board may award grants,
subject to certain limitations, of incentive stock options
conforming to the provisions of Section 422 of the Internal
Revenue Code, and other non-qualified stock options.
The exercise price of an option granted under the 2006 Plan may
not be less than fair market value on the date of the grant.
The Board will determine the term of each option in its
discretion. However, no term may exceed ten years from the date
of grant, or, in the case of an incentive option granted to a
person who owns stock representing more than 10% of our voting
power, five years from the date of grant.
Stock Appreciation Rights (SARs)
SARs entitle a participant to receive the amount by which the
fair market value of a share of the Companys common stock
on the date of exercise exceeds the grant price of the SAR. The
grant price and the term of a SAR will be determined by the
Board, except that the grant price of a SAR may not be less than
the fair market value of the shares of the Companys common
stock on the grant date.
Termination of Options and SARs Options and
SARs under the 2006 Plan, whether or not then exercisable,
generally cease vesting when a grantee ceases to be a director,
officer or employee of, or to otherwise perform services for the
Company.
Restricted Stock The Board may award
restricted stock subject to the conditions and restrictions, and
for the duration, which will generally be at least six months,
that it determines in its discretion. Unless the Board
determines otherwise, all restrictions on a grantees
restricted stock will lapse when the grantee ceases to be a
director, officer or employee of, or to otherwise perform
services for the Company.
Restricted Stock Units; Deferred Stock Units
The Board may award restricted stock units subject to the
conditions and restrictions, and for the duration, which will
generally be at least six months, that it determines in its
discretion. Each restricted stock unit is equivalent in value to
one share of common stock and entitles the grantee to receive
one share of common stock for each restricted stock unit at the
end of the vesting period applicable to such restricted stock
unit. Unless the Board determines otherwise, all restrictions on
a grantees restricted stock units will lapse when the
grantee ceases to be a director, officer or employee of, or to
otherwise perform services for the Company.
Performance Awards The Board may grant
performance awards contingent upon achievement of specified
performance criteria. Performance awards may include specific
dollar-value target awards, such as performance units, the value
of which is established by the Board at the time of grant,
and/or
performance shares, the value of which is equal to the fair
market value of a share of common stock on the date of grant. A
performance award may be paid in cash
and/or
shares of the Companys common stock or other securities.
Vesting The terms and conditions of each
award made under the equity incentive plan, including vesting
requirements, will be set forth consistent with the 2006 Plan in
a written agreement with the grantee. Except in limited
circumstances, no award under the 2006 Plan may vest and become
exercisable within six months of the date of grant, unless the
Board determines otherwise.
Amendment and Termination of the Equity Incentive
Plan The Board may amend or terminate the 2006
Plan in its discretion, except that no amendment will become
effective without prior approval of the companys
stockholders if such approval is necessary for continued
compliance with applicable stock exchange listing requirements.
Furthermore, any termination may not materially and adversely
affect any outstanding rights or obligations under the 2006 Plan
without the affected participants consent. If not
previously terminated by the Board, the 2006 Plan will terminate
on the tenth anniversary of its adoption.
On January 16, 2007, the Board authorized the issuance of
options to purchase 1,085 shares of the Companys
common stock to certain officers and employees of the Company
under terms of the 2006 Plan. The exercise price is $13.00 per
share. The options have a term of ten years and vest ratably
over a 5 year period from date of grant.
F-20
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Generally, the vested options may be exercised any time after
November 30, 2007 and before the earliest of
January 24, 2017 or the date of the option holders
employment termination.
The fair value at the date of grant for these options was $6.28,
as estimated on the date of grant using the Black-Scholes option
pricing model. The significant assumptions used were a risk-free
interest rate of 5.15%, expected volatility of 40%, an expected
life of 6.25 years, no expected dividends and a forfeiture
rate of zero. The related compensation expense for 2010, 2009
and 2008 was $915, $1,291 and $1,338, respectively. Unrecognized
compensation expense as of December 31, 2010, 2009 and 2008
was $1,274, $2,711 and $4,095, respectively. As of
December 31, 2010, 504 options were vested and fully
exercisable.
The following summarizes the option activity under the 2006 Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Range of
|
|
|
Average
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Price
|
|
|
Options granted on January 16, 2007
|
|
|
1,085
|
|
|
$
|
13.00
|
|
|
$
|
13.00
|
|
Cancelled in 2007
|
|
|
5
|
|
|
|
13.00
|
|
|
|
13.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2007
|
|
|
1,080
|
|
|
|
13.00
|
|
|
|
13.00
|
|
Cancelled in 2008
|
|
|
10
|
|
|
|
13.00
|
|
|
|
13.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2008
|
|
|
1,070
|
|
|
$
|
13.00
|
|
|
$
|
13.00
|
|
Cancelled in 2009
|
|
|
25
|
|
|
|
13.00
|
|
|
|
13.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2009
|
|
|
1,045
|
|
|
$
|
13.00
|
|
|
$
|
13.00
|
|
Cancelled in 2010
|
|
|
116
|
|
|
|
13.00
|
|
|
|
13.00
|
|
Exercised in 2010
|
|
|
90
|
|
|
|
13.00
|
|
|
|
13.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2010
|
|
|
839
|
|
|
$
|
13.00
|
|
|
$
|
13.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value at December 31, 2010 of the
options outstanding under the 2006 Plan was $34. At
December 31, 2010, each option had 6.04 years of
remaining contractual life.
In 2007, the Company issued a total of 14 shares of
restricted stock under the 2006 Plan to the four non-employee
directors on the Board. In 2008, all of the shares became fully
vested. The related compensation expense for 2008 and 2007 was
$122 and $123, respectively.
In 2010 and 2009, the Company granted a total of 208 and 322
restricted stock units at a per unit average grant date fair
value of $9.92 and $4.98, respectively. The units vest over a
five-year service period. In 2008, the Company granted a total
of 266 restricted stock units at an average grant date fair
value of $12.68 per unit. A portion of them vest over a three-to
five-year service period. The remainder were to vest based upon
the achievement of certain performance goals over a three-year
period. The performance goals were not met and the associated
restricted stock units expired on December 31, 2010. The
Company assumed a forfeiture rate of zero in estimating
compensation expense at the grant date. Upon vesting, the
underlying stock will be issued for par value. In 2010, 33
restricted stock units vested having an intrinsic value of $436.
In 2009, 19 restricted stock units vested having an intrinsic
value of $224. The related compensation expense for 2010, 2009
and 2008 was $945, $862 and $279. Unrecognized compensation
expense as of December 31, 2010, 2009 and 2008 was $2,873,
$2,545 and $1,828. As of December 31, 2010, there were 540
restricted stock units outstanding having a remaining
contractual life ranging from 0.25 years to 4.67 years.
F-21
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE S
|
ACCOUNTING
FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
The Companys business consists principally of the sale of
zinc and nickel-based products. As a result, its results of
operations are subject to risk of fluctuations in the market
prices of these metals. While the Companys finished
products are generally priced based on a spread to the price of
zinc or nickel, as applicable, on the London Metal Exchange
(LME), its revenues are impacted significantly by
changes in the market prices of these metals. The Company
pursues various hedging strategies as described below to reduce
its exposure to movements in the prices of zinc and nickel.
The Companys marketing strategy includes a metal hedging
program that allows customers to secure a firm price for future
deliveries under a sales contract. Hedges are entered into based
on firm sales contracts to deliver specified quantities of
product on a monthly basis for terms generally not exceeding one
year. The Companys raw material purchases related to such
firm price contracts are at varying zinc and copper prices that
are based on the London Metal Exchange (LME). In
order to protect its cash flow related to firm price sales
contracts, the Company enters into
fixed-to-variable
swap contracts to convert the LME-based fixed sales price back
to variable. Thus, if raw material costs increase as a result of
LME zinc or copper price increases, the related sales value and
related cash flows will also increase. As of December 31,
2010, the fixed portions of these contracts ranged from a
monthly average of $0.54 to $0.79 per pound.
The Company entered into
variable-to-fixed
swap contracts as a financial hedge of a portion of its exposure
to the movements in the LME prices of lead, nickel and zinc. For
instance, the Company disposes of the lead co-product of its EAF
dust recycling operation under a disposal agreement and the
disposal costs are similarly affected by the LME lead price
fluctuations. The fixed portion of the lead swap contracts as of
December 31, 2010 was $1.15 per pound. The
variable-to-fixed
swap contracts for nickel and zinc had expired as of
December 31, 2010.
The Company hedged approximately .7 tons of lead with
variable-to-fixed
future swap contracts and approximately .6 tons of zinc with
fixed-to-variable
future swap contracts at December 31, 2010, all of which
settle at various dates up to and including December 31,
2011. The Company received cash of $509 and $3,787 from the
settlement of such contracts for the years ended
December 31, 2010 and 2009, respectively.
The Company purchased and sold put options for various
quantities of zinc to act as a financial hedge and to lend
stability to its revenue stream. In December 2007 and in early
2008, the Company purchased put options for approximately 90
tons of zinc each year for 2008 and 2009. At the time of the
purchases, they represented approximately 60% of the
Companys anticipated sales volume for each year. The cost
was $13,290 for the 2008 options and $14,216 for the 2009
options. The strike prices were $1.00 per pound for the 2008
options and $0.90 per pound for the 2009 options. In October of
2008, the Company sold the put options it purchased for 2009
primarily to reduce its exposure to credit risk with the
counter-parties to these options. The Company received cash of
$64,546 on the sale resulting in a pre-tax gain of $50,330 in
2008. The Company subsequently purchased similar options for
2009 having a lower strike price of $0.50 per pound for the same
quantity of tons for a cost of approximately $10,472.
In 2009, the Company purchased put options for approximately 100
tons of zinc for 2010. The cost of the options was $5,276. They
have a strike price of $0.65 per pound. At the time of the
purchases, the options represented approximately 80% of the
Companys anticipated sales volume for 2010. In 2010, the
Company purchased put options for 2011 having a strike price of
$0.65 per pound for approximately 99 tons of zinc at a cost of
$3,005. The Company also sold put options for 2011 having a
strike price of $0.55 per pound for approximately 35 tons of
zinc and received $230. The options purchased provide that the
Company will receive a minimum of $0.65 per pound for the
quantity hedged and the options sold provide that the buyer will
receive a minimum of $0.55 per pound for the quantity
hedged.
The options settle monthly on an average LME pricing basis. For
the years ended December 31, 2010 and 2009, the average LME
zinc prices were above the strike prices for the contracts.
Consequently, they expired with no settlement payment due the
Company.
F-22
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The gains and losses resulting from the Companys hedging
activities are recorded in the Consolidated Statements of
Operations as indicated in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Gains (losses) included in net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Put options
|
|
$
|
(2,932
|
)
|
|
$
|
(11,385
|
)
|
|
$
|
68,772
|
|
Swaps
|
|
|
(530
|
)
|
|
|
3,194
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,462
|
)
|
|
|
(8,191
|
)
|
|
|
68,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) included in cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Swaps
|
|
|
286
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(3,176
|
)
|
|
$
|
(8,211
|
)
|
|
$
|
68,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the swap contracts and put options as of
December 31, 2010 and 2009 are listed in the table below.
Fair Value Measurements Using Significant Other Observable
Inputs (Level 2)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Description
|
|
2010
|
|
|
2009
|
|
|
Put options and swaps included in Prepaid expenses and other
assets
|
|
$
|
984
|
|
|
$
|
1,914
|
|
|
|
|
|
|
|
|
|
|
Swaps included in Accrued expenses
|
|
$
|
|
|
|
$
|
20
|
|
|
|
|
|
|
|
|
|
|
The fair values of derivative instruments are based upon a
comparison of the Companys internal valuations to the
valuations provided by third party counterparties with whom they
have entered into substantially identical derivative contracts.
The Company also compares the counterparties valuations to
ensure that there is an acceptable level of consistency among
them. The put option valuations utilize forward pricing and an
implied volatility of the underlying commodity as well as
interest rate forwards and are therefore subject to fluctuation
based on the movements of the commodity markets. The swap
valuations are based on the official LME closing valuations at
the end of the trading day on December 31, 2010 and
December 31, 2009, using the mid-point of the closing bid
and ask prices on all open swap positions regardless of the
holder. The closing prices are supervised by the London Clearing
House and are regulated by the Financial Services Authority, the
financial regulatory body in the United Kingdom.
The Company is exposed to credit loss in cases where
counterparties with which they have entered into derivative
transactions are unable to pay the Company when they owe the
Company funds as a result of agreements with them. To minimize
the risk of such losses, the Company uses as counterparties
highly rated financial institutions that meet certain
requirements. The Company currently does not anticipate that any
of the counterparties will default on their obligations. The
Company does not require collateral and does not enter into
master netting arrangements.
The Company is subject to federal, state and local laws designed
to protect the environment and believes that as a general
matter, its policies, practices and procedures are properly
designed to reasonably prevent risk of environmental damage and
financial liability to the Company.
The Company is party to various litigation, claims and disputes,
including labor regulation claims and OSHA and environmental
regulation violations, some of which are for substantial
amounts, arising in the ordinary course of business. While the
ultimate effect of such actions cannot be predicted with
certainty, the Company expects that
F-23
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the outcome of these matters will not result in a material
adverse effect on its business, financial condition or results
of operations.
The Company entered into a Consent Order and Agreement with the
Pennsylvania Department of Environmental Protection, dated
June 28, 2006, related to the resolution of fugitive
emission violations at its Monaca facility. Pursuant to the
terms of the Consent Order and Agreement, the Company is
obligated to undertake corrective action. Additionally, the
Company paid an initial civil penalty of $50 and was obligated
to pay an additional $2.5 monthly, subject to extension or
early termination. The consent order was renewed in June 2010,
with an agreement that extended the payment of the monthly civil
penalty to July 2011, increased the amount to $6.5 monthly
and is subject to extension to July 2012.
|
|
NOTE U
|
EARNINGS
PER SHARE
|
Basic earnings per common share (EPS) is computed by
dividing net income or loss by the weighted average number of
common shares outstanding for the period. Diluted earnings per
share is computed similarly to basic earnings per share except
that the denominator is increased to include the number of
shares that would have been outstanding if the potentially
dilutive common shares had been issued. Diluted EPS for periods
with a net loss is calculated by dividing the net loss by the
weighted average number of shares outstanding. The Company uses
the treasury stock method when calculating the dilutive effect
in basic EPS.
The information used to compute basic and diluted earnings
(loss) per share follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
24,770
|
|
|
$
|
(27,471
|
)
|
|
$
|
39,442
|
|
Weighted average shares outstanding basic
|
|
|
43,353
|
|
|
|
37,604
|
|
|
|
35,089
|
|
Basic earnings (loss) per share
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
24,770
|
|
|
$
|
(27,471
|
)
|
|
$
|
39,442
|
|
Weighted average shares outstanding diluted
|
|
|
43,668
|
|
|
|
37,604
|
|
|
|
35,287
|
|
Diluted earnings (loss) per share
|
|
$
|
0.57
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of average shares outstanding basic
to average shares outstanding diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
43,353
|
|
|
|
37,604
|
|
|
|
35,089
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
87
|
|
|
|
|
|
|
|
196
|
|
Restricted stock units
|
|
|
228
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
43,668
|
|
|
|
37,604
|
|
|
|
35,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
price
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Anti-dilutive shares excluded from earnings per share
calculation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
$
|
13.00
|
|
|
|
839
|
|
|
|
1,045
|
|
|
|
1,070
|
|
Options
|
|
$
|
1.01
|
|
|
|
|
|
|
|
151
|
|
|
|
|
|
Restricted stock units
|
|
|
|
|
|
|
|
|
|
|
462
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
839
|
|
|
|
1,658
|
|
|
|
1,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-24
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Operating
Leases
The Company has operating leases for equipment and railroad cars
which expire at various dates through December 2016. Future
minimum lease payments under these non-cancelable operating
leases as of December 31, 2009 are as follows:
|
|
|
|
|
Years Ending December 31,
|
|
Amounts
|
|
|
2011
|
|
$
|
4,704
|
|
2012
|
|
|
3,382
|
|
2013
|
|
|
2,778
|
|
2014
|
|
|
2,494
|
|
2015
|
|
|
1,535
|
|
Thereafter
|
|
|
1,828
|
|
|
|
|
|
|
|
|
$
|
16,721
|
|
|
|
|
|
|
Rent expense for all operating leases for 2010, 2009 and 2008
approximated $4,583, $3,927 and $4,224 respectively.
Long
Term Purchase Agreements
The Company has a coal supply agreement through 2011 for the
coal requirements of its power plant located in Monaca,
Pennsylvania. The agreement requires the Company to purchase 325
tons for 2011 resulting in purchase commitments of approximately
$16,981 for 2011. The commitment is subject to adjustment in
connection with the fuel surcharge and other provisions of the
agreement. In 2010 and 2009, the Company purchased 390 tons and
281 tons, respectively, at a total cost, including fees and
fuel surcharges, of $18,918 and $13,720, respectively.
F-25
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE W
|
SELECTED
QUARTERLY FINANCIAL DATA
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
96,299
|
|
|
$
|
90,549
|
|
|
$
|
98,538
|
|
|
$
|
96,976
|
|
Cost of sales (excluding depreciation and amortization)
|
|
|
63,018
|
|
|
|
85,524
|
|
|
|
79,848
|
|
|
|
77,132
|
|
Depreciation and amortization
|
|
|
5,400
|
|
|
|
4,430
|
|
|
|
4,241
|
|
|
|
4,541
|
|
Net income (loss)
|
|
|
14,633
|
|
|
|
(2,353
|
)
|
|
|
5,708
|
|
|
|
6,782
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.34
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
Diluted
|
|
$
|
0.33
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
68,800
|
|
|
$
|
60,310
|
|
|
$
|
47,612
|
|
|
$
|
39,808
|
|
Cost of sales (excluding depreciation)
|
|
|
60,450
|
|
|
|
56,404
|
|
|
|
53,922
|
|
|
|
55,395
|
|
Depreciation and amortization
|
|
|
5,026
|
|
|
|
3,743
|
|
|
|
3,653
|
|
|
|
3,560
|
|
Net income
|
|
|
216
|
|
|
|
(3,580
|
)
|
|
|
(9,298
|
)
|
|
|
(14,809
|
)
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.00
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.42
|
)
|
Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
June 30,
|
|
|
March 31,
|
|
|
2009 Pro forma including INMETCO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
80,064
|
|
|
$
|
71,285
|
|
|
$
|
58,136
|
|
|
$
|
46,048
|
|
Cost of sales (excluding depreciation and amortization)
|
|
|
69,521
|
|
|
|
64,879
|
|
|
|
62,487
|
|
|
|
62,921
|
|
Depreciation and amortization
|
|
|
5,026
|
|
|
|
3,743
|
|
|
|
3,653
|
|
|
|
3,560
|
|
Net income (loss)
|
|
$
|
799
|
|
|
$
|
(2,517
|
)
|
|
$
|
(8,554
|
)
|
|
$
|
(16,318
|
)
|
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.02
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.46
|
)
|
Diluted
|
|
$
|
0.02
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.46
|
)
|
|
|
NOTE X
|
SEGMENT
INFORMATION
|
With the Companys acquisition of INMETCO on
December 31, 2009, it has two segments. Horsehead
Corporation processes EAF dust and other zinc-bearing material
to produce and sell zinc metal and zinc-based products. INMETCO
processes a variety of metal-bearing waste material generated
primarily by the specialty steel industry. It provides tolling
services and produces and sells nickel-chromium-iron remelt
alloy to the stainless and specialty steel industries.
F-26
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents information regarding the
Companys segment information as of December 31, 2010
and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Horsehead
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
|
INMETCO
|
|
|
Other
|
|
|
Total
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
329,139
|
|
|
$
|
54,162
|
|
|
$
|
(939
|
)
|
|
$
|
382,362
|
|
Depreciation and amortization
|
|
|
15,903
|
|
|
|
2,709
|
|
|
|
|
|
|
|
18,612
|
|
Income before tax
|
|
|
24,800
|
|
|
|
14,379
|
|
|
|
|
|
|
|
39,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Horsehead
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
|
INMETCO
|
|
|
Corporate and other
|
|
|
Total
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
$
|
184,726
|
|
|
$
|
33,926
|
|
|
$
|
|
|
|
$
|
218,652
|
|
Capital expenditures
|
|
|
43,397
|
|
|
|
1,307
|
|
|
|
|
|
|
|
44,704
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
269,299
|
|
|
$
|
68,138
|
|
|
$
|
158,699
|
|
|
$
|
496,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
$
|
156,838
|
|
|
$
|
34,469
|
|
|
$
|
|
|
|
$
|
191,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
224,130
|
|
|
$
|
54,805
|
|
|
$
|
159,327
|
|
|
$
|
438,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE Y
|
PRO FORMA
INFORMATION
|
The following pro forma information presents the financial
results of the Company as if the acquisition of INMETCO had
occurred on January 1, 2008. This pro forma information has
been prepared for comparative purposes and does not purport to
be indicative of what would have occurred had the acquisition
been completed on January 1, 2008, nor are they indicative
of any future results. These amounts have been calculated after
applying the Companys accounting policies and adjusting
the results of INMETCO to reflect the additional depreciation
and amortization that would have been charged assuming the fair
value adjustments to property, plant and equipment, intangible
assets and inventory had been applied on January 1, 2008,
together with the resulting tax effects.
|
|
|
|
|
|
|
|
|
Pro forma consolidated results
|
|
2009
|
|
|
2008
|
|
|
Net sales
|
|
$
|
255,533
|
|
|
$
|
505,960
|
|
Net income (loss)
|
|
|
(26,590
|
)
|
|
|
47,086
|
|
Basic earnings (loss) per share
|
|
$
|
(0.71
|
)
|
|
$
|
1.34
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.71
|
)
|
|
$
|
1.33
|
|
|
|
NOTE Z
|
MONACA,
PENNSYLVANIA ACCIDENT INSURANCE RECOVERY
|
On July 22, 2010, an explosion occurred at the
Companys Monaca, PA facility which resulted in the
complete shutdown of the plants refinery operations. Each
of the 10 columns used to produce zinc oxide and refined zinc
metal in the refining facility has been redesigned and rebuilt.
Production operations resumed late in 2010 as these repairs were
completed. The Company is pursuing recovery of the cost of
repairs, lost profit and other losses from its zinc oxide and
refined metal production during the rebuilding period, subject
to customary deductibles, under the Companys business
interruption and property insurance. As of December 31,
2010, the Company has incurred $16,399 in
clean-up,
repair and other costs associated with the explosion and has
recorded $19,267 in recoveries from its insurance carriers
relating to business interruption and property damage. The
amount recorded represents the undisputed portion of the entire
claim submitted. As of December 31, 2010, $11,000 of the
recoveries were
F-27
HORSEHEAD
HOLDING CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
received in cash and $8,267 of the recoveries were included in
accounts receivable on the Companys Consolidated Balance
Sheet. The costs and insurance recoveries are summarized in the
table below.
|
|
|
|
|
|
|
December 31, 2010
|
|
|
Cost of
clean-up and
repairs included in cost of sales of zinc material and other
goods
|
|
$
|
6,778
|
|
Business interruption insurance recovery
|
|
|
(14,276
|
)
|
Property damage insurance recovery
|
|
|
(4,991
|
)
|
|
|
|
|
|
Total insurance recovery to date
|
|
|
(19,267
|
)
|
|
|
|
|
|
Income related to insurance recovery included in cost of sales
(excluding depreciation and amortization)
|
|
|
(12,489
|
)
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
234
|
|
|
|
|
|
|
Income related to insurance recovery to date net
|
|
$
|
(12,255
|
)
|
|
|
|
|
|
Costs included in finished goods inventories
|
|
|
790
|
|
Costs capitalized
|
|
|
8,597
|
|
Insurance proceeds receivable included in accounts receivable
|
|
$
|
8,267
|
|
F-28
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
|
|
2
|
.1
|
|
Stock Purchase Agreement dated as of December 1, 2009 among the
Registrant, Vale Inco Americas Inc, and Vale Inco Limited
(incorporated by reference to Exhibit 2.1 of the
Registrants Current Report on Form 8-K, filed on December
4, 2009)
|
|
3
|
.1
|
|
Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
3
|
.2
|
|
Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registrants Registration
Statement on Form S-1 (File No. 333-142113), filed on April 13,
2007)
|
|
4
|
.1
|
|
Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of the Registrants Registration Statement on
Form S-1 (File No. 333-142113), filed on April 13, 2007)
|
|
10
|
.1
|
|
Horsehead Holding Corp. Amended and Restated 2006 Long-Term
Equity Incentive Plan (incorporated by reference to Exhibit 10.1
of the Registrants Amendment No. 2 to Registration
Statement on Form S-1 (File No. 333-142113), filed on July 2,
2007)
|
|
10
|
.2
|
|
Form of Option Agreement issued under 2006 Long-Term Equity
Incentive Plan (incorporated by reference to Exhibit 10.2 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.3
|
|
Second Amended and Restated Horsehead Holding Corp. 2004 Stock
Option Plan (incorporated by reference to Exhibit 10.3 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.4
|
|
Form of Option Agreement issued under 2004 Stock Option Plan
(incorporated by reference to Exhibit 10.4 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.5
|
|
Employment Agreement, dated as of November 30, 2006 by and
between Horsehead Corporation and James M. Hensler (incorporated
by reference to Exhibit 10.5 of the Registrants
Registration Statement on Form S-1 (File No. 333-142113), filed
on April 13, 2007)
|
|
10
|
.6
|
|
Employment Agreement, dated as of January 3, 2011 by and between
Horsehead Corporation and James M. Hensler
(incorporated by reference to Exhibit 10.1 of the
Registrants Current Report filed on Form 8-K on January 4,
2011)
|
|
10
|
.7
|
|
Employment Agreement, dated as of November 30, 2006 by and
between Horsehead Corporation and Robert D. Scherich
(incorporated by reference to Exhibit 10.6 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.8
|
|
Employment Agreement, dated as of January 3, 2011 by and between
Horsehead Corporation and Robert D. Scherich
(incorporated by reference to Exhibit 10.2 of the
Registrants Current Report filed on Form 8-K on January 4,
2011)
|
|
10
|
.9
|
|
Employment Agreement, dated as of November 30, 2006 by and
between Horsehead Corporation and Ali Alavi (incorporated
by reference to Exhibit 10.7 of the Registrants
Registration Statement on
Form S-1
(File No. 333-142113), filed on April 13, 2007)
|
|
10
|
.10
|
|
Employment Agreement, dated as of January 3, 2011 by and between
Horsehead Corporation and Ali Alavi (incorporated by
reference to Exhibit 10.3 of the Registrants Current
Report filed on
Form 8-K
on January 4, 2011)
|
|
10
|
.11
|
|
Financing Agreement dated as of July 15, 2005 by and among
Horsehead Corporation, Horsehead Intermediary Corp., Chestnut
Ridge Railroad Corp., The CIT Group/Business Credit, Inc., PNC
Bank National Association and certain lenders party thereto
(incorporated by reference to Exhibit 10.9 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.12
|
|
Amendment No. 1 to CIT Financing Agreement dated as of October
21, 2005 (incorporated by reference to Exhibit 10.10 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.13
|
|
Amendment No. 2 to CIT Financing Agreement dated as of January
18, 2006 (incorporated by reference to Exhibit 10.11 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
E-1
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
|
|
10
|
.14
|
|
Amendment No. 3 to CIT Financing Agreement dated as of April 28,
2006 (incorporated by reference to Exhibit 10.12 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.15
|
|
Amendment No. 4 to CIT Financing Agreement dated as of October
25, 2006 (incorporated by reference to Exhibit 10.13 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.16
|
|
Amendment No. 5 to CIT Financing Agreement dated as of December
14, 2007 (incorporated by reference to Exhibit 10.14 of the
Registrants Annual Report on Form 10-K filed on March 31,
2008)
|
|
10
|
.17
|
|
Consent and Amendment, dated as of June 4, 2009, between
Horsehead Corporation, Chestnut Ridge Railroad Corp., The CIT
Group/Business Credit, Inc. and PNC Bank, National Association
(incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K filed on June 10,
2009)
|
|
10
|
.18
|
|
Amendment No. 6 to CIT Financing Agreement dated as of June 30,
2009 (incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K filed on July 6,
2009)
|
|
10
|
.19
|
|
Letter agreement, dated as of December 11, 2009, between
Horsehead Corporation and The CIT Group/Business Credit, Inc.
(incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K filed on December
15, 2009)
|
|
10
|
.20
|
|
Financing Agreement dated as of July 15, 2005 by and among
Horsehead Corporation, Horsehead Intermediary Corp., Chestnut
Ridge Railroad Corp., CML I, LLC (as successor by
assignment to Contrarian Service Company, LLC) and Contrarian
Financial Services Company, LLC (incorporated by reference to
Exhibit 10.15 of the Registrants Registration Statement on
Form S-1 (File No.
333-142113),
filed on April 13, 2007)
|
|
10
|
.21
|
|
Amendment No. 1 to Contrarian Financing Agreement dated as of
January 18, 2006 (incorporated by reference to Exhibit 10.15 of
the Registrants Registration Statement on Form S-1 (File
No. 333-142113), filed on April 13, 2007)
|
|
10
|
.22
|
|
Amendment No. 2 to Contrarian Financing Agreement dated as of
April 28, 2006 (incorporated by reference to Exhibit 10.16 of
the Registrants Registration Statement on Form S-1 (File
No. 333-142113), filed on April 13, 2007)
|
|
10
|
.23
|
|
Amendment No. 3 to Contrarian Financing Agreement dated as of
October 25, 2006 (incorporated by reference to Exhibit 10.17 of
the Registrants Registration Statement on Form S-1 (File
No. 333-142113), filed on April 13, 2007)
|
|
10
|
.24
|
|
Letter Agreement re: Retention Bonus Arrangement, dated October
31, 2006, between the Registrant and James M. Hensler
(incorporated by reference to Exhibit 10.19 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.25
|
|
Letter Agreement re: Retention Bonus Arrangement, dated October
31, 2006, between the Registrant and Robert D. Scherich
(incorporated by reference to Exhibit 10.20 of the
Registrants Registration Statement on Form S-1 (File No.
333-142113), filed on April 13, 2007)
|
|
10
|
.26
|
|
Letter Agreement re: Retention Bonus Arrangement, dated October
31, 2006, between the Registrant and Ali Alavi (incorporated by
reference to Exhibit 10.21 of the Registrants Registration
Statement on
Form S-1
(File No. 333-142113), filed on April 13, 2007)
|
|
10
|
.27
|
|
Form of Restricted Stock Agreement issued under the Horsehead
Holding Corp. Amended and Restated 2006 Long-Term Equity
Incentive Plan (incorporated by reference to Exhibit 10.27 of
the Registrants Amendment No. 2 to Registration Statement
on Form S-1 (File No. 333-142113), filed on July 2, 2007)
|
|
10
|
.28
|
|
First Amendment to Employment Agreement, dated as of December
24, 2008, between Horsehead Corporation and James M. Hensler
(incorporated by reference to Exhibit 10.22 of the
Registrants Annual Report on Form 10-K filed on March 16,
2009)
|
|
10
|
.29
|
|
Second Amendment to Employment Agreement, dated as of June 22,
2009, between Horsehead Corporation and James M. Hensler
(incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K filed on June 24,
2009)
|
|
10
|
.30
|
|
First Amendment to Employment Agreement, dated as of December
24, 2008, between Horsehead Corporation and Robert D. Scherich
(incorporated by reference to Exhibit 10.23 of the
Registrants Annual Report on Form 10-K filed on March 16,
2009)
|
E-2
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description of Document
|
|
|
10
|
.31
|
|
Second Amendment to Employment Agreement, dated as of June 22,
2009, between Horsehead Corporation and Robert D. Scherich
(incorporated by reference to Exhibit 10.2 of the
Registrants Current Report on Form 8-K filed on June 24,
2009)
|
|
10
|
.32
|
|
First Amendment to Employment Agreement, dated as of December
24, 2008, between Horsehead Corporation and Ali Alavi
(incorporated by reference to Exhibit 10.24 of the
Registrants Annual Report on Form 10-K filed on March 16,
2009)
|
|
10
|
.33
|
|
Second Amendment to Employment Agreement, dated as of June 22,
2009, between Horsehead Corporation and Ali Alavi (incorporated
by reference to Exhibit 10.3 of the Registrants Current
Report on Form 8-K filed on June 24, 2009)
|
|
10
|
.34
|
|
Form of Performance Contingent Restricted Stock Unit Award
Agreement issued under the Amended and Restated 2006 Long-Term
Equity Incentive Plan (incorporated by reference to Exhibit
10.25 of the Registrants Annual Report on Form 10-K filed
on March 16, 2009)
|
|
10
|
.35
|
|
Form of Restricted Stock Unit Award Agreement issued under the
Amended and Restated 2006 Long-Term Equity Incentive Plan
(incorporated by reference to Exhibit 10.26 of the
Registrants Annual Report on Form 10-K filed on March 16,
2009)
|
|
21
|
.1
|
|
List of subsidiaries of the Registrant
|
|
23
|
.1
|
|
Consent of Grant Thornton LLP, independent registered public
accounting firm
|
|
24
|
.1
|
|
Power of Attorney (included in the signature page to this report)
|
|
31
|
.1
|
|
Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.1
|
|
Section 1350 Certification of Chief Executive Officer and Chief
Financial Officer
|
|
|
|
|
|
Management contract or compensatory plan or arrangement. |
E-3