-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H120NMddF6BMpiJvMhELFtUMGA/pizZBQCe9fb1eefgjIlZYtozjE0xoueP7w9v1 hwNt/YjMWNlQIXNgNkdmIA== 0001038838-05-000685.txt : 20050727 0001038838-05-000685.hdr.sgml : 20050727 20050727070921 ACCESSION NUMBER: 0001038838-05-000685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEADWATERS INC CENTRAL INDEX KEY: 0001003344 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990] IRS NUMBER: 870547337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32459 FILM NUMBER: 05975506 BUSINESS ADDRESS: STREET 1: 10653 SOUTH RIVERFRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: 801-984-9400 MAIL ADDRESS: STREET 1: 10653 SOUTH RIVERFRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FORMER COMPANY: FORMER CONFORMED NAME: COVOL TECHNOLOGIES INC DATE OF NAME CHANGE: 19951113 8-K 1 form8k072705.txt FORM 8-K DATED JULY 27, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2005 Headwaters Incorporated ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-27808 87-0547337 ---------------------------- ------------- ---------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 10653 South River Front Parkway, Suite 300 South Jordan, UT 84095 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 984-9400 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -1- Certain statements contained in this Current Report on Form 8-K are forward-looking statements 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, 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, the availability of feedstocks, and the marketability of the coal combustion products, building products, and synthetic fuel, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act 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," or 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 products, 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 risk factors described in Item 7 in Headwaters' Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 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. Item 2.02. Results of Operations and Financial Condition. - --------------------------------------------------------- On July 27, 2005, we issued our June 30, 2005 earnings press release. A copy of that press release is attached hereto as Exhibit 99.1. The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. -2- Item 7.01. Regulation FD Disclosure. - ------------------------------------ To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), we use a non-GAAP measure called EBITDA. 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. The EBITDA measure presented in the press release may not be comparable to similarly titled measures presented by other companies. The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. - --------------------------------------------- (c) Exhibits. Exhibit 99.1: Press release announcing Headwaters' financial results for the quarter ended June 30, 2005 -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 27, 2005 HEADWATERS INCORPORATED (Registrant) By: /s/ Kirk A. Benson ------------------------------ Kirk A. Benson Chief Executive Officer (Principal Executive Officer) -4- EX-99.1 2 ex991form8k072705.txt PRESS RELEASE DATED JULY 27, 2005 NEWS BULLETIN RE: Headwaters Incorporated FROM: 10653 South River Front Parkway, Suite 300 South Jordan, UT 84095 FINANCIAL (801) 984-9400 RELATIONS BOARD NYSE: HW - -------------------------------------------------------------------------------- FOR FURTHER INFORMATION AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Sharon Madden Tricia Ross Director of Investor Relations Analyst Contact (801) 984-9400 (617) 520-7064 FOR IMMEDIATE RELEASE: JULY 27, 2005 HEADWATERS INCORPORATED ANNOUNCES RECORD RESULTS FOR FISCAL 2005 THIRD QUARTER o 130% Increase in Revenue to $308.7 Million o Net Income of $55.3 Million and Diluted EPS of $1.17 o Fiscal 2005 EPS Guidance Increased to $2.20 to $2.30 (excluding $0.39 of non-recurring EPS) o Increased Guidance Results in Recurring EPS Growth of Between 29% - 35% SOUTH JORDAN, UTAH, July 27, 2005 (NYSE: HW) - HEADWATERS INCORPORATED today announced results for its third quarter ended June 30, 2005. Additional highlights for the quarter include: o Repayment of $50 million of second lien debt o Settlement of AJG litigation for $120 million plus ongoing royalties o New alternative fuel facilities begin operations - effective tax rate reduced to 30% o New accounting standard for stock-based payments implemented Total revenue for the June 2005 quarter was $308.7 million, up 130% from $134.3 million reported in the June 2004 quarter. Operating income was $95.5 million in the June 2005 quarter (including $26.9 million of non-recurring operating income), compared to $27.8 million in the June 2004 quarter. Net income for the June 2005 quarter was $55.3 million or $1.17 of earnings per diluted share, using 48.0 million weighted-average shares outstanding. Net income for the June 2004 quarter was $16.1 million or $0.45 of earnings per diluted share, using 36.2 million weighted-average shares outstanding. Total revenue for the nine months ended June 30, 2005 was $749.5 million, up 111% from $355.3 million reported for the nine months ended June 30, 2004. -more- Operating income was $166.6 million for the nine months ended June 30, 2005 (including $26.9 million of non-recurring operating income), compared to $87.9 million for the nine months ended June 30, 2004 (including $20.1 million in non-recurring operating income). Net income for the nine months ended June 30, 2005 was $76.4 million or $1.81 of earnings per diluted share (including $0.39 of non-recurring earnings per share), compared to $44.8 million or $1.36 of earnings per diluted share for the nine months ended June 30, 2004 (including $0.25 of non-recurring earnings per share). June 2005 Quarter Events The accounting impact of several non-recurring items in the June 2005 quarter is summarized in the following table: (Amounts in thousands) - ------------------------------------------------------------------------------ Net income, as reported $ 55,290 Significant items: Contract litigation settlement and related items (44,228) SFAS No. 123R implementation 25,511 Net license fee revenue related to prior periods (8,185) Income tax effect of significant items 8,070 ---------- Net income after consideration of the above items $ 36,458 ========== Earnings per share after consideration of the above items $ 0.78 ========== Contract litigation settlement and related items - As previously announced, Headwaters reached a successful settlement agreement with AJG Financial Services, Inc. ("AJG") with regard to litigation regarding a synfuel licensing agreement. Among other terms, the litigation was settled for a payment of $50 million received in May 2005 plus a payment of $70 million to be received on or before January 15, 2006. The $70 million relates to a contract modification covering calendar years 2005 through 2007 and Headwaters is recognizing this as revenue, net of amounts owed to a third party, over that period. Headwaters also was required to pay a portion of the $50 million to that same third party. The net amounts recorded in the June 2005 quarter which related to periods prior to April 1, 2005, reduced by related performance-based bonus obligations, totaled approximately $44.2 million. SFAS No. 123R implementation - Headwaters elected to early adopt SFAS No. 123R effective as of October 1, 2004. Under SFAS No. 123R, compensation expense related to share-based payments to employees is reflected as an expense in the statement of operations. During the quarter ended June 30, 2005, Headwaters expensed a total of approximately $27.2 million related to share-based payments, comprised of options, stock appreciation rights and stock issuances under Headwaters' employee stock purchase plan. Of the $27.2 million expensed in the June 2005 quarter, $25.5 million related to the grant of stock appreciation rights and the acceleration of vesting of certain stock options granted in periods prior to April 1, 2005. The remaining $1.7 million relates to the ongoing vesting of awards granted in both the June 2005 quarter and in previous periods. In addition, because Headwaters adopted SFAS No. 123R effective as of October 1, 2004, the Statement of Income for the nine months ended June 30, 2005 includes -more- the restatement of the six months ended March 31, 2005 to reflect the costs of share-based payments for that period as an expense. The restatement of the six months ended March 31, 2005 reduced net income for the nine months ended June 30, 2005 by approximately $3.9 million. Net license fee revenue related to prior periods - In connection with the settlement of the AJG litigation, Headwaters also recognized as revenue approximately $8.2 million of revenue from a licensee with an indirect interest in that litigation, all of which related to periods prior to January 1, 2005. Headwaters Construction Materials Performance Revenues from the construction materials segment were $147.6 million during the June 2005 quarter, with a gross margin percentage of 34% (gross margin percentage is calculated as follows: subtract cost of revenues from revenues, and divide the number so derived by revenues), compared to revenue of $26.8 million and a gross margin of 25% for the June 2004 quarter. The June 2005 quarter includes the operations of Tapco, Eldorado Stone, and Southwest Concrete Products ("SCP"). In comparison, the June 2004 quarter reflected only one month's revenues from Eldorado with respect to acquired entities. The Construction Materials segment has a pronounced seasonality. The seasonality has a more significant impact on net income than on revenue due to the relationship between fixed and variable costs. Headwaters Resources Performance During the June 2005 quarter, revenues from Headwaters Resources or the coal combustion products ("CCPs") segment were $69.5 million with a gross margin of 26% compared to revenue of $58.7 million and a gross margin of 25% for the June 2004 quarter. Both quarters include the operations of VFL Technologies which has historically had lower margins than Headwaters Resources' base business. Sales of high-value coal combustion products for the June 2005 quarter totaled approximately 2.0 million tons, compared to approximately 1.8 million tons in the June 2004 quarter, resulting in an 11% increase in tons of high-value coal combustion products sold. Headwaters Energy Services Performance Chemical reagent sales increased 27% in the June 2005 quarter to $45.0 million, compared to $35.3 million in the June 2004 quarter. Headwaters Energy Services' license fees for the June 2005 quarter were $41.7 million (including $13 million of non-recurring license fee revenue) compared to $13.4 million in the June 2004 quarter. The increase in license fee revenue in the June 2005 quarter resulted primarily from the settlement of the AJG litigation. Due to high oil costs, gross margins on chemical reagent sales were 29% compared to 33% in the June 2004 quarter. Headwaters expects continued pressure on margins throughout the remainder of the calendar year. During the June 2005 quarter, Energy Services' licensees sold 12.1 million tons of solid alternative fuel. This compares to 12.4 million tons sold in the June 2004 quarter and 11.7 million tons sold in the March 2005 quarter. Energy Services sold 33.3 million pounds of chemical reagent in the June 2005 quarter, compared to 26.0 million pounds in the June 2004 quarter and 29.6 million pounds -more- in the March 2005 quarter. The 12.1 million tons of fuel sold was produced at 24 of the 28 licensed facilities, resulting in average quarterly production of 503,000 tons per facility. The highest number of tons produced from any one facility in the quarter was 878,000, and the lowest was 80,000. Energy Services sold chemical reagent to a total of 35 facilities, compared to a total of 30 facilities in the June 2004 quarter. Of the 35 facilities, 19 were licensee facilities and 16 were facilities where solely chemical reagent was sold. During December 2004, Headwaters increased its minority interest in a Section 29 facility currently operating in West Virginia from approximately 9% to 19%. Energy Services has been providing reagent to the facility and is currently recognizing its portion of the facility's operating expenses, included in "Other Income (Expense)", and the tax credits generated by the facility, included in "Income Tax Provision." In addition, in April 2005, Headwaters began operating two other small alternative fuel facilities that it owns. The tax credits from all of these facilities are the primary reason for the reduction in Headwaters' estimated effective tax rate for fiscal 2005 to approximately 30%. Generally accepted accounting principles require tax credits to be recognized proportionately throughout the year in relation to a company's projected annual taxable income. This results in fewer tax credits being recognized in Headwaters' December and March quarters than are actually being generated at the Section 29 facilities. The credits that are not recognized in Headwaters' lowest income producing quarters, December and March, are recognized in the June and September quarters. Capital Structure / Indebtedness In addition to the early repayment of $197 million of its senior debt in March 2005, Headwaters repaid $50 million of its second lien senior debt in May, using proceeds from the AJG settlement. In connection with this early payment, Headwaters recognized additional interest expense totaling approximately $2.8 million representing acceleration of amortization of debt issue costs and an early payment premium. The major components of Headwaters' long-term senior debt structure as of June 30, 2005 are as follows: (in millions) Amount Interest Rate Maturity - --------------------------------------- --------- --------------- -------------- Senior secured first lien term loan $442.7 LIBOR + 2.25% April 2011 - --------------------------------------- --------- --------------- -------------- Second lien term loan $ 50.0 LIBOR + 5.5% September 2012 - --------------------------------------- --------- --------------- -------------- Senior subordinated convertible debt $172.5 2.875% June 2011 - --------------------------------------- --------- --------------- -------------- To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), we use a non-GAAP measure called EBITDA. EBITDA is net income adjusted by adding depreciation, amortization, net interest expense and income taxes ("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. -more- The following table highlights certain debt coverage and balance sheet ratios using period end balances and the trailing twelve months ("TTM") EBITDA: Pro forma Pro forma 9/30/03 9/30/04 6/30/05 - --------------------------------------- --------- ------------ ------------ Total Indebtedness to EBITDA(a) 1.53 4.16 2.58 - --------------------------------------- --------- ------------ ------------ EBITDA to Required Interest Payments(a) 7.73 4.60 7.23 - --------------------------------------- --------- ------------ ------------ Current Ratio(a) 1.19 1.24 1.62 - --------------------------------------- --------- ------------ ------------ Total Debt to Equity 0.96 3.16 1.07 - --------------------------------------- --------- ------------ ------------ (a) See "Current Ratio" calculations in financial tables that follow. The pro forma calculations of Total Indebtedness to EBITDA assumes all of the 2004 acquisitions occurred on October 1, 2003. Pro forma EBITDA for the trailing twelve months ended June 30, 2005 of $260.9 million is derived as follows (in millions of dollars): Net income of $99.5 plus net interest expense of $59.7, income taxes of $46.9, and depreciation and amortization of $54.8. Pro forma EBITDA for the trailing twelve months ended September 30, 2004 of $233.8 million is derived as follows (in millions of dollars): Net income of $72.9 plus net interest expense of $63.1, income taxes of $45.6, and depreciation and amortization of $52.2. Commentary and Outlook Steven G. Stewart, Headwaters' Chief Financial Officer, stated, "Given the AJG settlement and the strong financial performance of our operating companies, we are pleased to update our earnings forecast for the current fiscal year. We are raising our forecast of EPS from $2.00 to $2.10 to a new forecast of $2.20 to $2.30 of diluted EPS, exclusive of non-recurring items totaling $0.39 per share. These non-recurring items will increase our reported diluted earnings per share to a range of $2.59 to $2.69 for our fiscal 2005 year ending September 30, 2005." "In addition to strong operating performance during the quarter, we made significant progress on the advancement of several of our energy technologies," said Kirk A. Benson, Chief Executive Officer. "We are positioned to conduct the commercial scale test of our HC3 heavy oil technology later this summer and expect to generate revenues in the calendar year." Conference Call and Webcast Information Management will host a conference call with a simultaneous web cast tomorrow 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 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 August 3, 2005 by dialing 800-642-1687 or 706-645-9291 and entering the pass code 7810458. -more- 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 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 businesses, the Company earns a growing revenue stream that provides the capital needed to expand and acquire synergistic new business opportunities. Pro Forma Information The pro forma financial information is presented for illustrative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on October 1, 2003, nor is it indicative of the results that may be expected in future periods. The pro forma adjustments are based upon information and assumptions available as of the date hereof. Forward Looking Statements Certain statements contained in this report are forward-looking statements 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, 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, the availability of feedstocks, and the marketability of the coal combustion products, building products, and synthetic fuel, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act 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 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 "Forward-looking Statements" and "Risk Factors" in Item 7 in Headwaters' Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 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. -more-
HEADWATERS INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per-share amounts) Quarter Ended June 30, Nine Months Ended June 30, 2004 2005 2004 2005 ---------------------------- ---------------------------- Revenue: Construction materials $ 26,780 $ 147,582 $ 49,961 $ 370,467 Coal combustion products 58,670 69,453 143,363 170,973 Alternative energy 48,868 91,694 161,984 208,097 ---------------------------- ---------------------------- Total revenue 134,318 308,729 355,308 749,537 Operating costs and expenses: Construction materials 20,001 97,720 39,425 248,140 Coal combustion products 43,794 51,436 106,857 130,882 Alternative energy 23,829 37,874 67,166 91,119 Amortization 2,356 6,126 5,740 18,322 Research and development 1,740 4,758 5,331 10,109 Contract litigation settlement -- (38,252) -- (38,252) Selling, general and administrative 14,813 53,598 42,934 122,585 ---------------------------- ---------------------------- Total operating costs and expenses 106,533 213,260 267,453 582,905 ---------------------------- ---------------------------- Operating income 27,785 95,469 87,855 166,632 Interest income (expense), net (1,265) (11,364) (12,253) (45,967) Other income (expense), net 275 (6,375) (2,118) (11,514) ---------------------------- ---------------------------- Income before income taxes 26,795 77,730 73,484 109,151 Income tax provision (10,735) (22,440) (28,705) (32,750) ---------------------------- ---------------------------- Net income $ 16,060 $ 55,290 $ 44,779 $ 76,401 ============================ ============================ Basic earnings per share $ 0.48 $ 1.35 $ 1.43 $ 2.07 ============================ ============================ Diluted earnings per share $ 0.45 $ 1.17 $ 1.36 $ 1.81 ============================ ============================ Weighted average shares outstanding -- basic 33,118 41,019 31,287 36,877 ============================ ============================ Weighted average shares outstanding -- diluted 36,235 47,996 33,140 43,872 ============================ ============================ Note: Total depreciation and amortization was $5,129 and $13,635 for the quarters ended June 30, 2004 and 2005, respectively, and $11,636 and $41,318 for the nine months ended June 30, 2004 and 2005, respectively. -more
HEADWATERS INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands) September 30, June 30, Assets: 2004 2005 ------------------------------ Current assets: Cash and cash equivalents $ 20,851 $ 10,878 Trade receivables, net 129,899 162,296 Other receivable -- 70,000 Inventories 43,812 61,749 Other 36,001 23,764 ---------------------------- Total current assets 230,563 328,687 Property, plant and equipment, net 157,611 178,641 Intangible assets, net 298,803 283,698 Goodwill 815,396 813,814 Other assets 38,406 39,736 ---------------------------- Total assets $ 1,540,779 $ 1,644,576 ============================ Liabilities and Stockholders' Equity: Current liabilities: Accounts payable $ 29,238 $ 33,348 Accrued liabilities 99,065 150,516 Current portion of long-term debt 57,873 19,149 ---------------------------- Total current liabilities 186,176 203,013 Long-term debt 914,641 655,189 Deferred income taxes 121,469 108,399 Other long-term liabilities 10,338 47,587 ---------------------------- Total liabilities 1,232,624 1,014,188 ---------------------------- Stockholders' equity: Common stock - par value 34 41 Capital in excess of par value 235,581 479,385 Retained earnings 76,530 152,931 Other (3,990) (1,969) ---------------------------- Total stockholders' equity 308,155 630,388 ---------------------------- Total liabilities and stockholders' equity $ 1,540,779 $ 1,644,576 ============================ The current ratio as of September 30, 2004 of 1.24 is derived by dividing total current assets of $230,563 by total current liabilities of $186,176. The current ratio as of June 30, 2005 of 1.62 is derived by dividing total current assets of $328,687 by total current liabilities of $203,013.
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