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Headwaters Incorporated Announces Results for Fiscal 2006 Second Quarter.


SOUTH JORDAN, Utah South Jordan is a city in Salt Lake County in the U.S. state of Utah. The population was 29,437 at the 2000 census. As of September 1, 2007, the population was estimated at 50,109 [1]. South Jordan has been one of the fastest-growing cities in Utah since the early 1990s.  -- Headwaters Incorporated (NYSE NYSE

See: New York Stock Exchange
: HW):

--54% Increase in Diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format.  to $0.40

--84% Increase in Net Income to $18.4 Million

--21% Increase in Revenue to $269.7 Million

--Additional $10 million of license fees not recognized

--Strong progress on strategic growth initiatives

Headwaters Incorporated (NYSE: HW) today announced results for its quarter ended March 31, 2006. Total revenue for the quarter ended March 31, 2006 was $269.7 million, up 21% from $222.4 million reported for the March 2005 quarter. Operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 increased 5%, to $37.7 million in the March 2006 quarter compared to $35.9 million in the prior year quarter. Net income for the March 2006 quarter was $18.4 million or $0.40 of earnings per diluted share, using 48.9 million weighted-average shares outstanding. Net income for the March 2005 quarter was $10.0 million or $0.26 of earnings per diluted share, using 43.1 million weighted-average shares outstanding.

Due to uncertainty surrounding the phase-out of Section 29 credits in 2006, no revenues have been recognized in the March quarter for several licensees whose payments to Headwaters are based on a portion of the tax credits earned by the licensee licensee n. a person given a license by government or under private agreement. (See: license, licensor)


LICENSEE. One to whom a license has been given. 1 M. Q. & S. 699 n.
. Approximately $10 million of potential license fees have not been recognized. The following table summarizes results of operations that would have been reported for the three months ended March 31, 2006, assuming no phase out of Section 29 credits.
As Adjusted,
(in thousands, except per-share data)       As Reported   Using 0%
                                                          Phase-out
----------------------------------------------------------------------

Revenue                                       $269,683       $280,140

Operating income                               $37,742        $46,500

Income before income taxes                     $26,601        $33,859

Income tax provision                           $(8,200)       $(8,170)

Net income                                     $18,401        $25,689

Diluted earnings per share                       $0.40          $0.55


Total revenue for the six months ended March 31, 2006 was $550.2 million, up 25% from $440.8 million reported for the six months ended March 31, 2005. Operating income increased 24%, to $88.0 million for the six months ended March 31, 2006 compared to $71.2 million in the prior year period. Net income for the six months ended March 31, 2006 was $46.7 million or $1.00 of earnings per diluted share, using 48.8 million weighted-average shares outstanding. Net income for the March 2005 period was $21.1 million or $0.55 of earnings per diluted share, using 41.8 million weighted-average shares outstanding.

Headwaters Construction Materials Performance

Revenues from Headwaters' construction materials segment during the March 2006 quarter increased $22.5 million or 21%, to $131.7 million versus $109.2 million for the prior year quarter. Gross margin percentage decreased from 32% for the March 2005 quarter to 31% for the 2006 quarter. Revenue increases occurred across all major product lines due to strong market demand and the introduction of new products. The primary reasons for the decline in gross margin percentage were higher raw material costs and manufacturing inefficiencies related to expansion of capacity and new product lines and restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  of operations at certain manufacturing facilities. We expect gross margins to improve in our third and fourth fiscal quarters.

During the quarter, Headwaters acquired a new product line developed over the last ten years by a well know architect specializing in concrete, utilizing recycled materials. Syndecrete(R) is an advanced cement based composite using natural minerals and recycled materials as its primary ingredients. There are no resins resins,
n.pl complex, insoluble, sticky substances secreted by plants. Used as astringents, antimicrobials, and antiinflammatories, and are burned as incense. Can cause oral ulcers and epidermal irritations.
 or polymers. Syndecrete is a solid surfacing material which provides consistency of color not of the white race; - commonly meaning, esp. in the United States, of negro blood, pure or mixed.

See also: Color
, texture, and aggregate throughout. It is less than half the weight with twice the compressive strength Compressive strength is the capacity of a material to withstand axially directed pushing forces. When the limit of compressive strength is reached, materials are crushed. Concrete can be made to have high compressive strength, e.g.  of normal concrete. Headwaters intends to further develop the marketing and improve the manufacturing of Syndecrete in the areas of custom concrete counter tops and outdoor tiles.

Headwaters Resources Performance

Revenues from Headwaters' coal combustion products Coal combustion products (CCPs) are categorized in four groups, each based on physical and chemical forms derived from coal combustion methods and emission controls:

*Fly ash
 ("CCPs") segment during the March 2006 quarter increased $10.0 million or 21%, from $48.5 million to $58.5 million versus the comparable March 2005 quarter. Gross margin percentage of 21% was flat compared to the March 2005 quarter. The increase in revenue resulted from a combination of continued strong demand for CCPs, upward pricing trends in most cement markets, and increased project revenues. In addition, weather conditions in the south central region of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  were favorable fa·vor·a·ble  
adj.
1. Advantageous; helpful: favorable winds.

2. Encouraging; propitious: a favorable diagnosis.

3.
.

Sales of high-value coal combustion products for the March 2006 quarter totaled approximately 1.6 million tons, compared to approximately 1.4 million tons for the March 2005 quarter, resulting in a 14% increase in tons of high-value coal combustion products sold.

Headwaters Energy Services Performance

Chemical reagent reagent /re·a·gent/ (re-a´jent) a substance used to produce a chemical reaction so as to detect, measure, produce, etc., other substances.

re·a·gent
n.
 sales increased $10.0 million, or 25%, in the March 2006 quarter to $49.9 million, compared to $39.9 million in the March 2005 quarter. Headwaters Energy Services' license fees for the March 2006 quarter decreased $8.3 million or 34%, from $24.6 million in the March 2005 quarter, to $16.3 million in the March 2006 quarter. The decrease in license fee revenues in the March 2006 quarter resulted primarily from no revenues being recognized for several licensees whose payments to Headwaters are based on a portion of the tax credits earned by the licensee. Certain accounting rules governing revenue recognition require that the seller's price to the buyer be "fixed or determinable Liable to come to an end upon the happening of a certain contingency. Susceptible of being determined, found out, definitely decided upon, or settled.


determinable adj.
," and the uncertainty surrounding the impact of high oil prices on the potential phase-out of Section 29 preclude pre·clude  
tr.v. pre·clud·ed, pre·clud·ing, pre·cludes
1. To make impossible, as by action taken in advance; prevent. See Synonyms at prevent.

2.
 revenue recognition. Accordingly, revenues for these licensees will not be recognized until such time as they become more certain.

Due to raw material cost increases, gross margins on chemical reagent sales in the March 2006 quarter were 24% compared to 29% in the March 2005 quarter. Headwaters expects reagent margins to stabilize stabilize

See peg.
 near the current level during fiscal 2006, depending upon crude oil prices and the availability of raw material feedstocks.

Headwaters' effective tax rate for the March 2006 quarter was 31% compared to 28% in the March 2005 quarter. Using available information as of March 31, 2006, Headwaters calculated an estimated phase-out percentage for Section 29 tax credits for calendar year 2006 of 37%. Headwaters used this estimated phase-out percentage in calculating its estimated effective tax rate for fiscal 2006.

Section 29 tax credits are subject to phase-out after the average annual domestic wellhead well·head  
n.
1. The source of a well or stream.

2. A principal source; a fountainhead.

3. The structure built over a well.


wellhead
Noun

1.
 oil price ("reference price") reaches a beginning phase-out threshold price, and are eliminated entirely if the reference price reaches the full phase-out price. Historically, the reference price has trended somewhat lower than published market prices for oil. For calendar 2005, the reference price was $50.26 per barrel and the phase-out range began at $53.20 and would have fully phased out tax credits at $66.78 per barrel. Therefore, there was no phase-out of tax credits for calendar 2005.

For calendar 2006, Headwaters estimates that the phase-out range (computed by increasing the 2005 inflation adjustment factor by 2%) begins at $54.27 and completes phase-out at $68.12 per barrel. Congress is considering legislation to change Section 29 phase-out calculations to a prospective rather than retrospective application of the reference price. As of the date hereof here·of  
adv.
Of this.


hereof
Adverb

Formal or law of or concerning this

Adv. 1. hereof - of or concerning this; "the twigs hereof are physic"
, it is too early to estimate a reference price for calendar 2006. However, Headwaters estimates that if average oil prices for the calendar 2006 period to date are maintained for all of calendar 2006, and absent a change to a prospective application of the reference price, significant phase-out would occur.

Headwaters Technology Innovation Group and New Product Development

The construction of a Headwaters/Degussa direct synthesis hydrogen peroxide hydrogen peroxide, chemical compound, H2O2, a colorless, syrupy liquid that is a strong oxidizing agent and, in water solution, a weak acid. It is miscible with cold water and is soluble in alcohol and ether.  demonstration plant located in Germany continues on schedule and on budget. The operating results from the demonstration plant will provide engineering data to enable the joint venture to construct a world scale direct synthesis hydrogen peroxide manufacturing facility. In addition, Headwaters with its joint venture partner Degussa AG, is acquiring and expanding a hydrogen peroxide plant to be a platform for the advancement of the joint venture's hydrogen peroxide for propylene oxide propylene oxide

a gas used to disinfect animal feeds.
 business and the commercialization of Headwater's NxCat nanocatalysts.

Headwaters is continuing the commercialization of its HC3 heavy oil upgrading technology. In addition to the successful completion of its initial commercial scale test at a European refinery, Headwaters is preparing for commercial operations at two additional ebullated bed facilities. Pilot plant work is continuing on multiple heavy oil feedstocks, including Canadian bitumen bitumen (bĭty`mən) a generic term referring to flammable, brown or black mixtures of tarlike hydrocarbons, derived naturally or by distillation from petroleum. .

Headwaters has successfully completed pilot plant regeneration of its reforming catalyst. A necessary step in the development of a reforming catalyst is the ability to regenerate re·gen·er·ate  
v. re·gen·er·at·ed, re·gen·er·at·ing, re·gen·er·ates

v.tr.
1. To reform spiritually or morally.

2. To form, construct, or create anew, especially in an improved state.
 the catalyst after it has reached the end of its activity in the reforming process. Regeneration allows the catalyst to be reused and conserves expensive precious metals Precious Metals

Valuable metals such as gold, iridium, palladium, platinum, and silver.

Notes:
Investing in precious metals can be done either by purchasing the physical asset, or by purchasing futures contracts for the particular metal.
 that form the basis of the catalyst.

Capital Structure / Indebtedness

The components of Headwaters' debt structure as of March 31, 2006 are as follows:
(in millions)                           Amount     Interest   Maturity
                                      Outstanding    Rate
----------------------------------------------------------------------
Senior secured first lien term loan      $415.3   LIBOR +   April 2011
                                                     2.0%
----------------------------------------------------------------------
Industrial Revenue Bond and other        $7.7     5.1% to   Currently
                                                     7.3%    Callable
----------------------------------------------------------------------
Senior revolving credit facility         $0       Prime +   September
($60.0  million available less out-                 0.75%      2009
standing letters of credit of
approximately $6.9 million)
----------------------------------------------------------------------
Senior subordinated convertible debt     $172.5    2.875%   June 2011
----------------------------------------------------------------------
      Total                              $595.5
----------------------------------------------------------------------


In January 2006, Headwaters received the final $70.0 million payment due from a litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 settlement reached in 2005. Using these proceeds, Headwaters repaid all of the $30.0 million that was outstanding under the revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility at December 31, 2005 and also repaid an additional $24.0 million of the first lien lien, claim or charge held by one party, on property owned by a second party, as security for payment of some debt, obligation, or duty owed by that second party.  term loan, effectively pre-paying all scheduled principal payments on the term-debt until November 2007.

To supplement our condensed con·dense  
v. con·densed, con·dens·ing, con·dens·es

v.tr.
1. To reduce the volume or compass of.

2. To make more concise; abridge or shorten.

3. Physics
a.
 consolidated financial statements Consolidated Financial Statements

The combined financial statements of a parent company and its subsidiaries.

Notes:
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge
 presented in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
 ("GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
"), we use a non-GAAP measure called EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become . EBITDA is net income adjusted by adding net interest expense, income taxes, depreciation and amortization ("EBITDA"). Management uses EBITDA internally to measure the amount of cash generated by Headwaters and to make decisions about the amount of capital expenditures Headwaters will make and where to allocate capital. EBITDA is also provided to enhance the user's overall understanding of our current financial performance, our ability to service our debt, our compliance with current debt covenants and our ability to fund future growth. Therefore, we believe that EBITDA provides useful information to our investors regarding our performance and overall results of operations. Our EBITDA measure presented here may not be comparable to similarly titled measures presented by other companies.

The following table highlights certain debt coverage and balance sheet ratios using period end balances and the trailing twelve months In commerce, the trailing twelve months (TTM) is a moving measurement (for example, an average or a sum) over the 12 previous months, using the most recent data available.

Also sometimes known as last twelve months (LTM).
 ("TTM TTM

Trailing 12 months. Often used with Earnings Per Share.
") EBITDA:
Pro forma   Actual     Actual
                                         9/30/04    9/30/05    3/31/06
----------------------------------------------------------------------
TTM EBITDA (in millions)                 $233.8     $277.6     $297.2
----------------------------------------------------------------------
Total Indebtedness to TTM EBITDA           4.16       2.36       2.00
----------------------------------------------------------------------
Current Ratio                              1.24       1.49       1.81
----------------------------------------------------------------------
Total Debt to Equity                       3.16       0.95       0.80
----------------------------------------------------------------------


The pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 September 2004 calculations assume all of the 2004 acquisitions occurred on October 1, 2003. Pro forma EBITDA for the trailing twelve months ended September 30, 2004 of $233.8 million is derived as follows (in millions): Net income of $72.9 plus net interest expense of $63.1, income taxes of $45.6, and depreciation and amortization of $52.2. Actual EBITDA for the trailing twelve months ended September 30, 2005 of $277.6 million is derived as follows (in millions): Net income of $121.3 plus net interest expense of $57.4, income taxes of $42.5, and depreciation and amortization of $56.4. Actual EBITDA for the trailing twelve months ended March 31, 2006 of $297.2 million is derived as follows (in millions): Net income of $146.8 plus net interest expense of $40.5, income taxes of $50.4, and depreciation and amortization of $59.5. See "Current Ratio" calculations in financial tables that follow.

Commentary and Outlook

Scott K. Sorensen, Headwaters' Chief Financial Officer, stated, "Our quarterly performance continues to be strong with exceptional revenue growth and continues to mark our transition away from Section 29. The consolidated operating margins Operating Margin

A ratio used to measure a company's pricing strategy and operating efficiency.

Calculated by:
 were impacted by the lack of recognition of license fees and inefficiencies within our construction materials segment. We remain hopeful that uncertainty surrounding the Section 29 issue will be resolved in the near term. Headwaters' balance sheet continues to improve, reflecting the fundamental strength in operating cash flow Operating cash flow

Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements.
 generated from our core businesses and our commitment to reducing debt."

"The acquisition of mineral leases providing us with access to almost 150 million tons of waste coal is a major step towards the realization of a waste coal business and achievement of our EBITDA goal from coal cleaning," said Kirk A. Benson, Chairman and Chief Executive Officer. "In addition, our progress on (HC)3, our ethanol ethanol (ĕth`ənōl') or ethyl alcohol, CH3CH2OH, a colorless liquid with characteristic odor and taste; commonly called grain alcohol or simply alcohol.  facility construction, and a pending hydrogen peroxide transaction all bode bode 1  
v. bod·ed, bod·ing, bodes

v.tr.
1. To be an omen of: heavy seas that boded trouble for small craft.

2.
 well for the complete replacement of Section 29 earnings."

Management will host a conference call with a simultaneous web cast today at 11:00 a.m. Eastern/9:00 a.m. Mountain to discuss the Company's financial results and business outlook. The call will be available live via the Internet by accessing Headwaters' web site at www.headwaters.com and clicking on the Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 section. To listen to the live broadcast, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, an online replay will be available for 90 days on www.headwaters.com, or a phone replay will be available through May 15, 2006 by dialing 800-642-1687 or 706-645-9291 and entering the passcode 7837926.

About Headwaters Incorporated

Headwaters Incorporated is a world leader in creating value through innovative advancements in the utilization of natural resources. Headwaters is a diversified diversified (di·verˑ·s  growth company providing products, technologies and services to the energy, construction and home improvement industries. Through its alternative energy, coal combustion products, and building materials Building materials used in the construction industry to create .

These categories of materials and products are used by and construction project managers to specify the materials and methods used for .
 businesses, the Company earns a growing revenue stream that provides the capital needed to expand and acquire synergistic synergistic /syn·er·gis·tic/ (sin?er-jis´tik)
1. acting together.

2. enhancing the effect of another force or agent.


syn·er·gis·tic
adj.
1.
 new business opportunities.

Forward Looking Statements

Certain statements contained in this report are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby. Forward-looking statements include Headwaters' expectations as to the managing and marketing of coal combustion products, the production and marketing of building materials and products, the licensing of technology and chemical sales to alternative fuel facilities, the receipt of product sales, license fees and royalty revenues, which are subject to tax credit phase out risks, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters' future business plans, the operation of facilities, the availability of tax credits in an environment of high oil prices and potential tax credit phase out,, the availability of feedstocks, and the marketability of the coal combustion products, building products, and synthetic fuel Synthetic fuel or synfuel is any liquid fuel obtained from coal, natural gas, or biomass. It can sometimes refer to fuels derived from other solids such as oil shale, tar sand, waste plastics, or from the fermentation of biomatter. , are forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. Words such as "expects," "anticipates," "targets," "goals," "projects," "believes," "seeks," "estimates," variations of such words, and similar expressions are intended to identify such forward-looking statements. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking. In addition to matters affecting the coal combustion combustion, rapid chemical reaction of two or more substances with a characteristic liberation of heat and light; it is commonly called burning. The burning of a fuel (e.g., wood, coal, oil, or natural gas) in air is a familiar example of combustion.  product, alternative fuel, and building products industries or the economy generally, factors which could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the captions entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 "Forward-looking Statements" and "Risk Factors" in Item 7 in Headwaters' Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the fiscal year ended September 30, 2005, Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Our internet address There are two kinds of addresses that are widely used on the Internet. One is a person's e-mail address, and the other is the address of a Web site, which is known as a URL. Following is an explanation of Internet e-mail addresses only. For more on URLs, see URL and Internet domain name.  is www.headwaters.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 and any amendments to those reports, as soon as reasonably practicable practicable adj. when something can be done or performed.  after we electronically file such material with, or furnish fur·nish  
tr.v. fur·nished, fur·nish·ing, fur·nish·es
1. To equip with what is needed, especially to provide furniture for.

2.
 it to, the SEC. Our reports can be accessed through the investor relations section of our web site.
HEADWATERS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in thousands, except per-share amounts)

                                Quarter Ended     Six Months Ended
                                  March 31,            March 31,
                                2005      2006      2005      2006
                              ------------------- -------------------
Revenue:
 Construction materials       $109,157  $131,709  $222,885  $261,678
 Coal combustion products       48,467    58,491   101,519   123,656
 Alternative energy             64,768    79,483   116,404   164,897
                              ------------------- -------------------
Total revenue                  222,392   269,683   440,808   550,231

Operating costs and expenses:
 Construction materials         73,817    91,231   150,420   180,936
 Coal combustion products       38,393    46,347    79,446    95,309
 Alternative energy             28,590    52,590    53,245   100,247
 Amortization                    6,098     6,105    12,196    12,141
 Research and development        2,967     3,355     5,351     6,319
 Selling, general and
  administrative                36,663    32,313    68,986    67,272
                              ------------------- -------------------
Total operating costs and
 expenses                      186,528   231,941   369,644   462,224

                              ------------------- -------------------
Operating income                35,864    37,742    71,164    88,007

Net interest expense           (18,798)   (8,709)  (34,603)  (17,660)
Other income (expense), net     (3,222)   (2,432)   (5,140)   (5,501)

                              ------------------- -------------------
Income before income taxes      13,844    26,601    31,421    64,846

Income tax provision            (3,870)   (8,200)  (10,310)  (18,150)

                              ------------------- -------------------
Net income                      $9,974   $18,401   $21,111   $46,696
                              =================== ===================

Basic earnings per share         $0.28     $0.44     $0.61     $1.12
                              =================== ===================

Diluted earnings per share       $0.26     $0.40     $0.55     $1.00
                              =================== ===================

Weighted average shares
 outstanding -- basic           36,172    41,830    34,806    41,717
                              =================== ===================

Weighted average shares
 outstanding -- diluted         43,068    48,934    41,810    48,780
                              =================== ===================



Notes:  The results for the quarter and six months ended March 31,
        2005 have been restated to reflect the early adoption in
        fiscal 2005 of the fair value method of accounting for stock-
        based compensation required by SFAS No. 123R, effective as of
        October 1, 2004.

        Total depreciation and amortization was $14,096 and $15,817
        for the quarters ended March 31, 2005 and 2006, respectively,
        and $27,683 and $30,780 for the six months ended March 31,
        2005 and 2006, respectively.



HEADWATERS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)

                                                September    March
                                                 30, 2005   31, 2006
Assets:                                       -----------------------

Current assets:
  Cash and cash equivalents                      $13,666     $56,775
  Trade receivables, net                         174,127     127,494
  Other receivable                                70,000          --
  Inventories                                     60,519      68,202
  Other                                           36,762      31,167
                                              -----------------------
Total current assets                             355,074     283,638

Property, plant and equipment, net               190,450     198,904
Intangible assets, net                           276,248     261,685
Goodwill                                         811,545     826,258
Other assets                                      38,339      45,616

                                              -----------------------
Total assets                                  $1,671,656  $1,616,101
                                              =======================

Liabilities and Stockholders' Equity:
Current liabilities:
  Accounts payable                               $43,957     $32,009
  Accrued liabilities                            141,574     117,084
  Current portion of long-term debt               52,207       7,682
                                              -----------------------
Total current liabilities                        237,738     156,775

  Long-term debt                                 601,811     587,842
  Deferred income taxes                          108,449     106,577
  Other long-term liabilities                     37,345      24,192
                                              -----------------------
Total liabilities                                985,343     875,386
                                              -----------------------

Stockholders' equity:
  Common stock - par value                            42          42
  Capital in excess of par value                 489,602     496,569
  Retained earnings                              197,808     244,504
  Other                                           (1,139)       (400)
                                              -----------------------
Total stockholders' equity                       686,313     740,715

                                              -----------------------
Total liabilities and stockholders' equity    $1,671,656  $1,616,101
                                              =======================

The current ratio as of September 30, 2005 of 1.49 is derived by
    dividing total current assets of $355,074 by total current
    liabilities of $237,738. The current ratio as of March 31, 2006 of
    1.81 is derived by dividing total current assets of $283,638 by
    total current liabilities of $156,775.


Note to editors: In the mention of (HC)3, the 3 should be subscript (1) In word processing and scientific notation, a digit or symbol that appears below the line; for example, H2O, the symbol for water. Contrast with superscript.

(2) In programming, a method for referencing data in a table.
.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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