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): November 5, 2013
Headwaters Incorporated
(Exact name of registrant as specified in its charter)
Delaware |
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1-32459 |
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87-0547337 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification Number) |
10653 South River Front Parkway, Suite 300 |
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South Jordan, UT |
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84095 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 residue hydrocracking technology and catalyst sales to oil refineries, results from the sale of coal cleaning assets, the development, commercialization, and financing of new products and 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 feedstocks, anticipated benefits from the sale of coal cleaning assets, and the marketability of the coal combustion products, building products and catalysts, 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. In some cases, words such as may, should, intends, plans, expects, anticipates, targets, goals, projects, believes, seeks, estimates, forecasts, or variations of such words and similar expressions, or the negative of such terms, may help to identify such forward-looking statements. In addition, 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, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in Item 1A Risk Factors in Headwaters Annual Report on Form 10-K for the fiscal year ended September 30, 2012, 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 November 5, 2013, we issued our fiscal 2013 fourth quarter 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release announcing Headwaters financial results for the quarter and year ended September 30, 2013
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: November 5, 2013 |
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HEADWATERS INCORPORATED | |
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(Registrant) | |
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By: |
/s/ Kirk A. Benson |
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Kirk A. Benson | |
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Chief Executive Officer | |
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(Principal Executive Officer) |
Exhibit 99.1
N E W S B U L L E T I N FROM: |
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RE: |
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Headwaters Incorporated | |
FOR FURTHER INFORMATION |
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AT THE COMPANY: |
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ANALYST CONTACT: | |||
FOR IMMEDIATE RELEASE
HEADWATERS INCORPORATED ANNOUNCES
FOURTH QUARTER AND FISCAL 2013 RESULTS
· FY 2013 Revenue Increased 11% to $703 Million
· FY 2013 Operating Income Increased 58% to $54 Million
· FY 2013 Adjusted EBITDA Increased 13% to $116 Million
SOUTH JORDAN, UTAH, NOVEMBER 5, 2013 (NYSE: HW) HEADWATERS INCORPORATED, a building products company dedicated to improving lives through innovative advancements in construction materials, today announced results for its fourth quarter and fiscal year ended September 30, 2013.
Fourth Quarter Highlights
· Light building products revenue increased 21% and Adjusted EBITDA increased 19%
· Heavy construction materials revenue increased 3% and Adjusted EBITDA increased 14%
· Consolidated operating income and income from continuing operations for the quarter improved 65% and 334%, respectively
· Repaid $7.9 million of convertible debt, reducing our February 2014 debt maturity to $7.7 million; maintained over $75 million of cash on hand
CEO Commentary
We ended fiscal year 2013 with a strong fourth quarter, growing revenue by 13%, operating income by 65%, and Adjusted EBITDA by 15% over the fourth quarter of 2012. As expected, our heavy construction materials segment showed better sequential performance as the weather improved in the northern half of the United States. Our architectural stone revenue continued to show improving trends due to our good, better, and best strategy and to exposure to new residential construction. Our block group benefited from introducing new products, geographic expansion to Louisiana, and a very positive economic environment in Texas, said Kirk A. Benson, Chairman and Chief Executive Officer. Net income turned positive for the first time since early in the housing down cycle, due to improved revenue, operating efficiencies, and lower interest expense. We continued to manage our capital structure by prepaying a portion of our debt due next February. Having successfully reduced our debt ratios, we are now in the position to begin using cash flow and a balanced debt strategy to accelerate growth.
Fiscal year 2014 is starting on a strong note. We are introducing several new light building products in 2014 and expect improved performance from our heavy construction materials segment. Accordingly, we are initiating Adjusted EBITDA guidance for fiscal year 2014 in the range of $125 million to $140 million.
Fourth Quarter Summary
Headwaters fourth quarter 2013 revenue increased by 13% to $215.0 million from $190.1 million for the fourth quarter of 2012. Revenue from our acquired trim board product line was approximately $10.4 million during the quarter. Gross profit also increased by 13%, to $64.3 million, compared to $56.7 million in the fourth quarter of 2012. Operating income improved 65%, from $15.9 million in 2012 to $26.3 million in 2013. Adjusted EBITDA increased by $5.2 million, or 15% over 2012. Adjusted EBITDA margins for the quarter were 19.0%, an increase of 30 basis points over 2012. The improvement in Adjusted EBITDA margins was tempered due to a change in product mix driven by strong revenue growth in our block product line and the acquisition of our trim board product. We anticipate that margins in both block and trim board will improve in 2014.
Income from continuing operations was $13.2 million, or $0.18 per diluted share, for the fourth quarter of 2013, compared to income of $3.0 million, or $0.05 per diluted share, for the fourth quarter of 2012. Net income including discontinued operations was $10.3 million, or $0.14 per diluted share, for the fourth quarter of 2013, compared to a net loss of $(4.9) million, or $(0.08) per diluted share, for the fourth quarter of 2012.
Fourth Quarter Business Segment Highlights
Business |
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2013 |
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2013 |
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2013 Adjusted |
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2012 Adjusted |
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Light Building Products |
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$114.8 million |
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$23.4 million |
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20.4 |
% |
20.8 |
% |
Heavy Construction Materials |
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$95.7 million |
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$22.8 million |
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23.8 |
% |
21.7 |
% |
Business |
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2013 |
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2012 |
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2013 |
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2012 |
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Light Building Products |
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$14.2 million |
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$10.7 million |
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12.4 |
% |
11.3 |
% |
Heavy Construction Materials |
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$19.4 million |
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$16.9 million |
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20.3 |
% |
18.3 |
% |
Year Ended September 30, 2013
Our total revenue for the year ended September 30, 2013 was $702.6 million, up 11% from $632.8 million for 2012. Gross profit increased 10%, from $175.1 million in 2012 to $192.5 million in 2013. Operating income increased 58% from $34.4 million in 2012 to $54.4 million in 2013, and the 2012 loss from continuing operations of $(26.4) million, or a diluted loss per share of $(0.43), turned positive in 2013 and resulted in income of $8.3 million, or $0.12 per diluted share. The 2012 net loss including discontinued operations of $(62.2) million, or a diluted loss per share of $(1.02), also turned positive in 2013 with net income of $7.1 million, or $0.10 per diluted share.
Light Building Products Segment
Headwaters light building products segment is a national brand leader in innovative building products through superior design, manufacturing and channel distribution. The segment brands and brings to market a wide variety of building products, including vinyl siding accessories and manufactured architectural stone.
Fourth quarter 2013 revenues in the light building products segment increased $20.0 million, or 21%, to $114.8 million. The strongest growth in the quarter was in our block product category, primarily because of new product introductions and the strength of the Texas economy driving commercial and institutional development. Our architectural stone product category also had strong growth, benefiting from the ongoing rebound in new residential housing. We continued to see soft repair and remodel end markets, which impacted both our legacy siding products and
our new trim board product line. Revenue from our legacy products with repair and remodel end market exposure declined during the quarter, but total repair and remodel income increased year over year due to the acquisition of our trim board product line. We are introducing several new products in our siding category, and with expanded trim board distribution, we anticipate that 2014 revenue will positively rebound. Exposure to repair and remodel provides an opportunity for growth, and will be particularly beneficial to Headwaters as we sell some of our higher margin products into the repair and remodel end market.
Fourth quarter 2013 gross profit increased by 16% from $29.7 million to $34.4 million, and operating income increased by 33% to $14.2 million from $10.7 million in 2012. Gross margin decreased 130 basis points to 30% in the quarter, due largely to product mix. Adjusted EBITDA for the fourth quarter of 2013 was $23.4 million compared to $19.7 million in 2012, an increase of 19%. Gross margin and Adjusted EBITDA margin decreased slightly as the strong margin improvement associated with our stone product growth was offset by a shift in our revenue mix driven by strong organic growth in our block product group and the addition of trim board. We anticipate margin improvement over the next year in our block product group as we eliminate some of the manufacturing inefficiencies that resulted from the introduction of new products and rapid growth. Margins in stone and trim board should improve through growth and our focus on continuous improvement.
Heavy Construction Materials Segment
Headwaters Resources is the largest domestic manager and marketer of coal combustion products (CCPs), including fly ash. Utilization of these materials improves performance of concrete and concrete construction products while creating significant environmental benefits.
Fourth quarter 2013 revenues in the heavy construction materials segment increased by 3% to $95.7 million, compared to $92.6 million for 2012. Although service revenue was lower year over year, total revenue increased due to higher fly ash shipments and price increases. Site service revenue as a percent of total segment revenue is normally lower in the June and September quarters, primarily due to seasonality, and represented approximately 25% of total revenue for the September 2013 quarter, compared to 28% for the fourth quarter of fiscal 2012 and 33% for the first half of fiscal 2013.
Gross profit increased by 6% to $27.3 million in the fourth quarter of 2013, compared to $25.8 million in 2012, and gross margin increased by 80 basis points to 29%. While revenue increased $3.1 million, operating income increased $2.5 million or 81% of revenue, from $16.9 million in 2012 to $19.4 million in 2013. Similarly, Adjusted EBITDA increased $2.7 million from $20.1 million in 2012 to $22.8 million in 2013, or 13%. The increases in gross profit, operating income, and Adjusted EBITDA in 2013 were due to increases in fly ash revenue, and the impact of continuous improvement initiatives. Service margins declined slightly due to start up inefficiencies associated with new service contracts, but are expected to improve in 2014.
EPA Update
We believe that it is likely that the EPA will attempt to issue new regulations surrounding the disposal of fly ash no earlier than December 2014. Alignment of new water standards with proposed CCP disposal rules could provide strong support for a conclusion that regulation of [coal combustion products] under RCRA Subtitle D would be adequate. Based on the EPAs statements, we believe that the new regulations will be structured with coal combustion products being regulated under RCRA Subtitle D. The D.C. Federal District Court recently ordered the EPA to submit within 60 days its timeline for the review and if necessary, modification of fly ash disposal regulations. We will have greater certainty as to the timing of any new regulations after the Court makes its final determination.
The Senate has not yet taken up the fly ash disposal bill passed by the House, H.R. 2218, the Coal Residuals Reuse and Management Act of 2013. We believe that the House bill adequately protects human health and the environment and meets all reasonable standards necessary for the safe disposal of coal combustion products.
Energy Technology Segment
For the fourth quarter of 2013, revenue from continuing operations in our energy segment was $4.4 million compared to $2.7 million in 2012. Adjusted EBITDA for the September 2013 quarter was $0.1 million compared to $(1.8) million in 2012. For the year, revenue grew to $15.3 million and Adjusted EBITDA was $0.3 million compared to 2012 revenue of $11.5 million and Adjusted EBITDA of $(3.6) million.
HCAT is a proprietary technology that uses a liquid catalyst precursor to facilitate hydrogen transfer within the most difficult to upgrade, bottom-of-the-barrel feedstocks, enabling refiners to increase conversion or throughput, and/or utilize less expensive opportunity crudes. HCAT is recognized in the industry as a proven technology based on continued operations for over three years at our initial customer location. This customer treats approximately 42,000 barrels per day with HCAT.
During 2013, we executed two agreements with refineries that have the potential of using HCAT in an additional 55,000 barrels per day of heavy oil. Ultimate use is dependent upon installation of mixing equipment, test trials, and proven benefits. The initial trial at one of the refineries has commenced and should be completed in the December 2013 quarter.
Discontinued Operations
We recorded a loss from discontinued operations in 2013 of $(1.1) million, which included an income tax benefit of $2.7 million and $(0.1) million of loss associated with sales of the coal cleaning facilities. In 2012, we recorded a loss from discontinued operations of $(35.8) million, which included impairment losses of $(13.0) million. We currently expect that additional adjustments to the estimated loss from sale of the facilities may be recognized in 2014 as certain contingencies are resolved. We satisfied the contingent liability of $7 million associated with
identifying 1 million tons of feedstock for the Utah facility, eliminating Headwaters exposure related to feedstock identification.
For all sales transactions, a majority of the consideration is in the form of potential production royalties and deferred purchase price, which amounts are dependent upon future plant production levels over approximately eight years. Such potential proceeds were not considered in the loss calculations and will be accounted for in future periods when any such amounts are received.
Income Taxes
For fiscal year 2013, Headwaters recorded Federal and State income taxes that included certain discrete adjustments, resulting in an effective rate of approximately 32%. Current Federal taxes were minimal, while State taxes were approximately $2 million. Headwaters is not currently recognizing income tax benefits attributable to its pre-tax net operating loss (NOL) and tax credit carry forwards, except to the extent of 2013 earnings, because realization is dependent upon future income from operations. As future income from operations becomes more certain, it is anticipated that the benefits associated with our NOLs and tax credits will be recorded. Headwaters currently has a pre-tax NOL in the amount of $189.0 million and unused tax credits of $25.6 million, both of which can be carried forward for up to 20 years.
Outlook
Our fiscal year income from continuing operations improved from a loss of $26 million in 2012 to a profit of $8 million in 2013. Our profit reflects increased sales and improvements made to the business, as well as reduced interest expense, said Don P. Newman, Headwaters Chief Financial Officer. Driving our return to profitability in 2013 was revenue growth of $69.8 million, improved operating margins of 230 basis points, and a $10.1 million reduction in interest expense compared to 2012. Reflecting continued improvement in new residential and repair and remodel end markets, along with stable input costs and improved operating efficiencies, we expect ongoing improvements in our financial performance.
Earnings per share will become a more important valuation metric for Headwaters as we continue to grow and increase profits. This quarter we have added Adjusted Earnings Per Share as a financial metric of our business. The adjustments to GAAP earnings per share are designed to inform our shareholders of the impact on GAAP earnings per share resulting from the amortization of acquired intangibles and other non-routine items. After adjustments, Headwaters earnings per share increased 32% for the full fiscal year, from $0.41 per share in 2012 to $0.54 per share in 2013.
Non-GAAP Financial Measures
Headwaters currently uses two non-GAAP financial measures: Adjusted EBITDA and Adjusted EPS. Headwaters defines Adjusted EBITDA as net income plus net interest expense, income taxes, depreciation and amortization, equity-based compensation, cash-based compensation tied to stock price, goodwill and other impairments, and other non-routine adjustments that arise from time to time, all as detailed in the table that follows. Headwaters currently defines Adjusted EPS as diluted
EPS from continuing operations plus the effect of amortization expense related to acquired intangible assets and other non-routine adjustments that arise from time to time, again as detailed below.
Adjusted EBITDA and Adjusted EPS are used by management, investors and analysts to measure operating performance, as a supplement to our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP). Adjusted EBITDA is also used by management, investors and analysts as one measure of a companys ability to service its debt and meet its other cash needs. Our presentations of Adjusted EBITDA and Adjusted EPS have limitations as analytical tools, and should not be considered in isolation, or as substitutes for analysis of our results as reported under GAAP. Because the definitions of Adjusted EBITDA and Adjusted EPS vary among companies and industries, our definitions of these non-GAAP financial measures may not be comparable to similarly-titled measures used by other companies.
Headwaters calculations of Adjusted EBITDA, trailing twelve months (TTM) Adjusted EBITDA and Adjusted EPS are reflected in the following tables. All amounts which follow are presented on a continuing operations basis and do not include the results from the discontinued coal cleaning business for any period. Additionally, due to the sale of our interest in the Blue Flint Ethanol facility in 2012, Adjusted EBITDA and Adjusted EPS do not include results for Blue Flint for any period.
Reconciliation of Income (Loss) from Continuing Operations to Adjusted EBITDA
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Quarter Ended |
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Year Ended |
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(in millions) |
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9/30/2012 |
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9/30/2013 |
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9/30/2012 |
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9/30/2013 |
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Income (loss) from continuing operations (GAAP) |
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$ |
3.0 |
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$ |
13.2 |
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$ |
(26.5 |
) |
$ |
8.3 |
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Blue Flint |
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0.0 |
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0.0 |
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6.3 |
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0.0 |
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Net interest expense |
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10.7 |
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9.8 |
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52.7 |
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42.5 |
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Income taxes |
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(1.1 |
) |
3.4 |
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0.7 |
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4.0 |
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Depreciation, amortization, and equity-based compensation |
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13.1 |
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13.3 |
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53.2 |
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54.0 |
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Restructuring costs |
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0.0 |
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0.0 |
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2.2 |
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0.0 |
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Thames bankruptcy |
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0.0 |
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0.0 |
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1.0 |
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0.0 |
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Gain on early debt repayments |
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(0.1 |
) |
0.0 |
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(2.4 |
) |
0.0 |
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Write-off of R&D joint venture |
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3.2 |
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0.0 |
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3.2 |
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0.0 |
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Kleer acquisition-related costs and adjustments |
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0.0 |
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0.0 |
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0.0 |
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1.8 |
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Cash-based compensation tied to stock price |
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6.8 |
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1.1 |
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12.3 |
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5.6 |
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Adjusted EBITDA |
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$ |
35.6 |
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$ |
40.8 |
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$ |
102.7 |
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$ |
116.2 |
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Segment Adjusted EBITDA
Light building products |
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$ |
19.7 |
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$ |
23.4 |
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$ |
63.3 |
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$ |
72.9 |
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Heavy construction materials |
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20.1 |
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22.8 |
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54.8 |
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56.6 |
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Energy technology |
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(1.8 |
) |
0.1 |
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(3.6 |
) |
0.3 |
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Corporate |
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(9.2 |
) |
(6.6 |
) |
(24.1 |
) |
(19.2 |
) | ||||
Cash-based compensation tied to stock price |
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6.8 |
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1.1 |
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12.3 |
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5.6 |
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Adjusted EBITDA |
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$ |
35.6 |
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$ |
40.8 |
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$ |
102.7 |
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$ |
116.2 |
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TTM Adjusted EBITDA
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Twelve Months Ended |
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(in millions) |
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9/30/2011 |
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9/30/2012 |
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9/30/2013 |
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Income (loss) from continuing operations (GAAP) |
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$ |
(133.9 |
) |
$ |
(26.5 |
) |
$ |
8.3 |
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Blue Flint |
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(4.7 |
) |
6.3 |
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0.0 |
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Net interest expense |
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126.2 |
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52.7 |
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42.5 |
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Income taxes |
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(0.2 |
) |
0.7 |
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4.0 |
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Depreciation, amortization, and equity-based compensation |
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57.3 |
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53.2 |
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54.0 |
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Litigation accrual |
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15.0 |
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0.0 |
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0.0 |
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Restructuring costs |
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18.0 |
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2.2 |
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0.0 |
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Thames bankruptcy |
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0.0 |
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1.0 |
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0.0 |
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Gain on early debt repayments |
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0.0 |
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(2.4 |
) |
0.0 |
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Write-off of R&D joint venture |
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0.0 |
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3.2 |
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0.0 |
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Kleer acquisition-related costs and adjustments |
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0.0 |
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0.0 |
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1.8 |
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Cash-based compensation tied to stock price |
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(1.1 |
) |
12.3 |
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5.6 |
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TTM Adjusted EBITDA |
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$ |
76.6 |
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$ |
102.7 |
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$ |
116.2 |
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Segment TTM Adjusted EBITDA
Light building products |
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$ |
39.6 |
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$ |
63.3 |
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$ |
72.9 |
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Heavy construction materials |
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46.2 |
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54.8 |
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56.6 |
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Energy technology |
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2.5 |
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(3.6 |
) |
0.3 |
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Corporate |
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(10.6 |
) |
(24.1 |
) |
(19.2 |
) | |||
Cash-based compensation tied to stock price |
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(1.1 |
) |
12.3 |
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5.6 |
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TTM Adjusted EBITDA |
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$ |
76.6 |
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$ |
102.7 |
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$ |
116.2 |
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Reconciliation of Diluted EPS from Continuing Operations to Adjusted EPS
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Quarter Ended |
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Year Ended |
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(in millions, except per-share amounts) |
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9/30/2012 |
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9/30/2013 |
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9/30/2012 |
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9/30/2013 |
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Numerator: |
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Reported numerator for diluted earnings per share from continuing operations in accordance with GAAP income (loss) from continuing operations |
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$ |
3.0 |
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$ |
13.2 |
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$ |
(26.5 |
) |
$ |
8.3 |
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Adjustments to numerator: |
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Amortization expense related to intangible assets |
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4.9 |
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4.7 |
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20.7 |
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20.2 |
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Blue Flint |
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0.0 |
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0.0 |
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6.3 |
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0.0 |
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Restructuring costs |
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0.0 |
|
0.0 |
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2.2 |
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0.0 |
| ||||
Thames bankruptcy |
|
0.0 |
|
0.0 |
|
1.0 |
|
0.0 |
| ||||
Gain on early debt repayments |
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(0.1 |
) |
0.0 |
|
(2.4 |
) |
0.0 |
| ||||
Write-off of R&D joint venture |
|
3.2 |
|
0.0 |
|
3.2 |
|
0.0 |
| ||||
Kleer acquisition-related costs and adjustments |
|
0.0 |
|
0.0 |
|
0.0 |
|
1.8 |
| ||||
Premiums and accelerated interest expense related to early debt repayments |
|
0.3 |
|
0.3 |
|
8.7 |
|
2.4 |
| ||||
Cash-based compensation tied to stock price |
|
6.8 |
|
1.1 |
|
12.3 |
|
5.6 |
| ||||
Income tax effect of above adjustments |
|
(2.8 |
) |
2.0 |
|
(0.3 |
) |
0.4 |
| ||||
Total adjustments to income (loss) from continuing operations, net of income tax effect |
|
12.3 |
|
8.1 |
|
51.7 |
|
30.4 |
| ||||
Numerator for adjusted diluted earnings per share from continuing operations |
|
$ |
15.3 |
|
$ |
21.3 |
|
$ |
25.2 |
|
$ |
38.7 |
|
|
|
|
|
|
|
|
|
|
| ||||
Denominator: |
|
|
|
|
|
|
|
|
| ||||
Reported denominator for diluted earnings per share in accordance with GAAP |
|
62.0 |
|
74.0 |
|
60.9 |
|
71.3 |
| ||||
Effect on calculation of dilutive securities of above adjustments |
|
0.0 |
|
0.0 |
|
0.4 |
|
0.0 |
| ||||
Denominator for adjusted diluted earnings per share, after effect of adjustments on calculation of dilutive securities |
|
62.0 |
|
74.0 |
|
61.3 |
|
71.3 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Reported diluted income (loss) per share from continuing operations |
|
$ |
0.05 |
|
$ |
0.18 |
|
$ |
(0.43 |
) |
$ |
0.12 |
|
Effect of adjustments on diluted income (loss) per share calculation |
|
0.20 |
|
0.11 |
|
0.84 |
|
0.42 |
| ||||
Adjusted diluted income (loss) per share from continuing operations (Adjusted EPS) |
|
$ |
0.25 |
|
$ |
0.29 |
|
$ |
0.41 |
|
$ |
0.54 |
|
Liquidity and Long-term Debt
The components of our long-term debt (net of discounts) as of September 30, 2013, are shown in the following table:
(dollars in millions) |
|
Amount |
|
Interest |
|
Maturity Date |
| |
Senior secured notes |
|
$ |
400.0 |
|
7.625% |
|
April 2019 |
|
Asset based loan facility ($70.0 million limit) |
|
0.0 |
|
LIBOR plus |
|
October 2014 |
| |
Convertible senior subordinated notes, net of discounts |
|
7.6 |
|
2.50% |
|
February 2014 February 2016 |
| |
Total |
|
$ |
457.0 |
|
|
|
|
|
During the September 2013 quarter, we repaid $7.9 million of the 2.50% convertible notes, leaving only $7.7 million maturing in February 2014. We had $75.3 million of cash on hand at
September 30, 2013 and total liquidity of $122.6 million, which includes the impact of providing $22.7 million for letters of credit for various purposes.
Conference Call
Management will host a conference call with a simultaneous web cast today at 11:00 a.m. Eastern Time, 9:00 a.m. Mountain Time to discuss the Companys 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. There will also be corresponding slides with the webcast. 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 November 12, 2013 by dialing 1-800-406-7325 or 303-590-3030 and entering the pass code 4646500.
About Headwaters Incorporated
Headwaters Incorporated is improving lives through innovative advancements in construction materials through application, design, and purpose. Headwaters is a diversified growth company providing products, technologies and services to the heavy construction materials, light building products, and energy technology industries. Through its coal combustion products, building products, and energy businesses, the Company has been able to improve sustainability by transforming underutilized resources into valuable products. www.headwaters.com
Forward Looking Statements
Certain statements contained in this press release 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 residue hydrocracking technology and catalyst sales to oil refineries, results from the sale of coal cleaning assets, the development, commercialization, and financing of new products and 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 feedstocks, anticipated benefits from the sale of coal cleaning assets, and the marketability of the coal combustion products, building products and catalysts, 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. In some cases, words such as may, should, intends, plans, expects, anticipates, targets, goals, projects, believes, seeks, estimates, forecasts, or variations of such words and similar expressions, or the negative of such terms, may help to identify such forward-looking statements. In addition, 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, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled Risk Factors in Item 1A in Headwaters Annual Report on Form 10-K for the fiscal year ended September 30, 2012, 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 press release. Our internet address 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 and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our reports can be accessed through the investor relations section of our web site.
###
HEADWATERS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per-share amounts)
|
|
Quarter Ended September 30, |
|
Year Ended September 30, |
| ||||||||
|
|
2012 |
|
2013 |
|
2012 |
|
2013 |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
| ||||
Light building products |
|
$ |
94,823 |
|
$ |
114,823 |
|
$ |
339,632 |
|
$ |
394,324 |
|
Heavy construction materials |
|
92,567 |
|
95,714 |
|
281,672 |
|
293,000 |
| ||||
Energy technology |
|
2,717 |
|
4,448 |
|
11,483 |
|
15,252 |
| ||||
Total revenue |
|
190,107 |
|
214,985 |
|
632,787 |
|
702,576 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Cost of revenue: |
|
|
|
|
|
|
|
|
| ||||
Light building products |
|
65,168 |
|
80,405 |
|
241,669 |
|
283,128 |
| ||||
Heavy construction materials |
|
66,817 |
|
68,374 |
|
210,158 |
|
219,996 |
| ||||
Energy technology |
|
1,420 |
|
1,885 |
|
5,893 |
|
6,970 |
| ||||
Total cost of revenue |
|
133,405 |
|
150,664 |
|
457,720 |
|
510,094 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
56,702 |
|
64,321 |
|
175,067 |
|
192,482 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
Amortization |
|
4,936 |
|
4,687 |
|
20,675 |
|
20,230 |
| ||||
Research and development |
|
2,256 |
|
2,121 |
|
8,006 |
|
7,330 |
| ||||
Selling, general and administrative |
|
33,652 |
|
31,203 |
|
109,838 |
|
110,511 |
| ||||
Restructuring costs |
|
0 |
|
0 |
|
2,145 |
|
0 |
| ||||
Total operating expenses |
|
40,844 |
|
38,011 |
|
140,664 |
|
138,071 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating income |
|
15,858 |
|
26,310 |
|
34,403 |
|
54,411 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net interest expense |
|
(10,720 |
) |
(9,844 |
) |
(52,678 |
) |
(42,566 |
) | ||||
Other income (expense), net |
|
(3,240 |
) |
102 |
|
(7,493 |
) |
364 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) from continuing operations before income taxes |
|
1,898 |
|
16,568 |
|
(25,768 |
) |
12,209 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income tax benefit (provision) |
|
1,139 |
|
(3,374 |
) |
(661 |
) |
(3,924 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) from continuing operations |
|
3,037 |
|
13,194 |
|
(26,429 |
) |
8,285 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Loss from discontinued operations, net of income taxes |
|
(7,943 |
) |
(2,941 |
) |
(35,819 |
) |
(1,148 |
) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
|
$ |
(4,906 |
) |
$ |
10,253 |
|
$ |
(62,248 |
) |
$ |
7,137 |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted income (loss) per share: |
|
|
|
|
|
|
|
|
| ||||
From continuing operations |
|
$ |
0.05 |
|
$ |
0.18 |
|
$ |
(0.43 |
) |
$ |
0.12 |
|
From discontinued operations |
|
(0.13 |
) |
(0.04 |
) |
(0.59 |
) |
(0.02 |
) | ||||
|
|
$ |
(0.08 |
) |
$ |
0.14 |
|
$ |
(1.02 |
) |
$ |
0.10 |
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
60,963 |
|
72,926 |
|
60,894 |
|
70,128 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Diluted |
|
61,953 |
|
74,034 |
|
60,894 |
|
71,252 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss) by segment: |
|
|
|
|
|
|
|
|
| ||||
Light building products |
|
$ |
10,661 |
|
$ |
14,223 |
|
$ |
25,553 |
|
$ |
34,194 |
|
Heavy construction materials |
|
16,864 |
|
19,423 |
|
40,254 |
|
43,519 |
| ||||
Energy technology |
|
(2,164 |
) |
(477 |
) |
(6,045 |
) |
(1,939 |
) | ||||
Corporate |
|
(9,503 |
) |
(6,859 |
) |
(25,359 |
) |
(21,363 |
) | ||||
Total |
|
$ |
15,858 |
|
$ |
26,310 |
|
$ |
34,403 |
|
$ |
54,411 |
|
HEADWATERS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands)
|
|
September 30, |
| ||||
|
|
2012 |
|
2013 |
| ||
Assets: |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
53,782 |
|
$ |
75,316 |
|
Trade receivables, net |
|
102,006 |
|
109,868 |
| ||
Inventories |
|
31,588 |
|
37,383 |
| ||
Other |
|
27,320 |
|
21,316 |
| ||
Total current assets |
|
214,696 |
|
243,883 |
| ||
|
|
|
|
|
| ||
Property, plant and equipment, net |
|
159,706 |
|
159,619 |
| ||
Intangible assets, net |
|
143,911 |
|
139,797 |
| ||
Goodwill |
|
116,671 |
|
137,198 |
| ||
Other assets |
|
45,953 |
|
43,512 |
| ||
|
|
|
|
|
| ||
Total assets |
|
$ |
680,937 |
|
$ |
724,009 |
|
|
|
|
|
|
| ||
Liabilities and Stockholders Equity: |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
17,477 |
|
$ |
21,810 |
|
Accrued liabilities |
|
123,691 |
|
119,211 |
| ||
Current portion of long-term debt |
|
0 |
|
7,553 |
| ||
Total current liabilities |
|
141,168 |
|
148,574 |
| ||
|
|
|
|
|
| ||
Long-term debt |
|
500,539 |
|
449,420 |
| ||
Income taxes |
|
22,079 |
|
24,637 |
| ||
Other long-term liabilities |
|
20,280 |
|
16,968 |
| ||
Total liabilities |
|
684,066 |
|
639,599 |
| ||
|
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Common stock - par value |
|
61 |
|
73 |
| ||
Capital in excess of par value |
|
640,047 |
|
720,828 |
| ||
Retained earnings (accumulated deficit) |
|
(643,109 |
) |
(635,972 |
) | ||
Treasury stock |
|
(128 |
) |
(519 |
) | ||
Total stockholders equity |
|
(3,129 |
) |
84,410 |
| ||
|
|
|
|
|
| ||
Total liabilities and stockholders equity |
|
$ |
680,937 |
|
$ |
724,009 |
|