Headwaters Incorporated Announces Results for Third Quarter of Fiscal 2013

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Headwaters Incorporated Announces Results for Third Quarter of Fiscal 2013

  • Revenue Increased 12% to $197 Million
  • Adjusted EBITDA Increased 32%
  • EPS Increased to $0.15 per Share from a Loss of $(0.21) per Share

SOUTH JORDAN, Utah--(BUSINESS WIRE)-- HEADWATERS INCORPORATED (NYSE: HW), a building products company dedicated to improving lives through innovative advancements in construction materials, today announced results for its third quarter of fiscal 2013.

Third Quarter Highlights

  • Light building products revenue increased 21% and Adjusted EBITDA increased 26%
  • Heavy construction materials revenue increased 1% and Adjusted EBITDA increased 7%
  • Operating income and income from continuing operations improved 46% and 353%, respectively
  • Repaid $24.3 million of convertible debt, reducing our February 2014 debt maturity to $15.6 million and maintained over $40 million of cash on hand
  • Negotiated two new HCAT™ technology agreements with cash generation expected to begin in the second half of calendar year 2014

CEO Commentary

"Our light building products segment continued to deliver top line growth due to strong demand in our stone and block product categories, driven by new residential construction and a strong economy in the Texas market. Siding accessories and heavy construction materials were impacted by a slow start to the construction season in the upper Midwest and New England markets, due in part to cool weather conditions. On a combined basis, we made excellent progress towards increasing our Adjusted EBITDA by driving top line growth, improving margins, and controlling costs," said Kirk A. Benson, Chairman and Chief Executive Officer. "As the construction season in the northern areas of the country accelerates through the September quarter, we expect improved performance in our heavy construction materials segment and continued growth in light building products.

"We collected $3.5 million in bond replacements and deferred purchase price related to the sale of our coal cleaning business. We anticipate continued cash collections over the next several years. Headwaters' remaining energy business, HCAT, has negotiated two new technology agreements and is positioned for increases in EBITDA and cash flow towards the second half of calendar 2014."

Third Quarter Summary

Headwaters' third quarter 2013 revenue increased by 12% to $197.0 million from $175.6 million for the third quarter of 2012. Revenue from our newly acquired trim board product line was approximately $10.2 million during the quarter. Gross profit also increased by 12%, to $58.5 million, compared to $52.4 million in the third quarter of 2012. Operating income improved 46%, from $15.9 million in 2012 to $23.2 million in 2013, and Adjusted EBITDA increased by 32%.

Income from continuing operations was $9.3 million, or $0.13 per diluted share, for the third quarter of 2013, compared to income of $2.0 million, or $0.03 per diluted share, for the third quarter of 2012. Net income including discontinued operations was $11.0 million, or $0.15 per diluted share, for the third quarter of 2013, compared to a net loss of $(13.0) million, or $(0.21) per diluted share, for the third quarter of 2012. Our earnings per share was impacted by $5.3 million amortization of intangibles associated with acquisitions.

Third Quarter Business Segment Highlights




      2013       2013 Adjusted       2012 Adjusted







      EBITDA       Margin       Margin
Light Building Products       $118.0 million       $26.0 million       22.0%       21.3%
Heavy Construction Materials       $75.1 million       $16.1 million       21.4%       20.1%




      2013       2012




Operating Operating




Income Income






      Margin       Margin
Light Building Products       $15.5 million       $12.0 million       13.1%       12.4%
Heavy Construction Materials       $12.8 million       $11.8 million       17.0%       15.8%

Nine Months Ended June 30, 2013

Our total revenue for the nine months ended June 30, 2013 was $487.6 million, up 10% from $442.7 million for 2012. Gross profit increased 8%, from $118.4 million in 2012 to $128.2 million in 2013. Operating income increased 52% from $18.5 million in 2012 to $28.1 million in 2013, and the loss from continuing operations decreased from $(29.5) million, or a diluted loss per share of $(0.48) in 2012, to a loss of $(4.9) million, or $(0.07) per diluted share, in 2013. The net loss including discontinued operations decreased from $(57.3) million, or a diluted loss per share of $(0.94) in 2012, to a net loss of $(3.1) million, or $(0.05) per diluted share, in 2013.

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.

Third quarter 2013 revenues in the light building products segment increased $20.9 million, or 21%, to $118.0 million. While all major product lines experienced revenue growth, the strongest growth was in our block product category, primarily because of the strength of the Texas economy and positive demographic changes leading to an increase in school construction. Our stone product category benefitted from the ongoing rebound in new residential housing and grew consistent with its exposure to new housing. Cold and wet weather conditions slowed construction activity in the Northeast and North Central regions, reducing growth in siding accessories, including our new trim board product. We continue to see soft repair and remodel end markets, but feel confident that our exposure to repair and remodel will provide a significant opportunity for growth as the end market improves.

Third quarter 2013 gross profit increased by 17% from $30.6 million to $35.9 million, and operating income increased by 29% to $15.5 million from $12.0 million in 2012. Gross margin decreased slightly to 30.4% in 2013 due largely to product mix. Adjusted EBITDA for the third quarter of 2013 was $26.0 million compared to $20.7 million in 2012, an increase of 26%. Our operating income and Adjusted EBITDA margins improved in the quarter, but the strong margin improvement associated with stone product growth was offset by a shift in our revenue mix favoring two of our lower-margin product lines, trim board and block. We believe there is opportunity for margin improvement over the next year in both trim board and block, along with future revenue growth in both product lines.

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.

Third quarter 2013 revenues in the heavy construction materials segment increased by 1% to $75.1 million, compared to $74.7 million for 2012. Revenue from new service contracts and the effect of price increases in 2013 offset the impact of decreased shipments of high quality fly ash and the loss of a service contract. The decrease in fly ash shipments was primarily due to adverse weather conditions, primarily in the upper Midwest and Northeast. CCP 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 June 2013 quarter, compared to 28% for the 2012 fiscal year and 33% for the first half of fiscal 2013.

Gross profit increased by 3% to $20.5 million in the third quarter of 2013, compared to $19.9 million in 2012, and gross margin increased by 70 basis points to 27.3%. Operating income was $12.8 million in 2013 compared to $11.8 million in 2012, and Adjusted EBITDA was $16.1 million compared to $15.0 million. The increases in gross profit, operating income, and Adjusted EBITDA in 2013 were primarily due to cost reductions and operational efficiencies.

EPA Update

We continue to be encouraged by the U.S. EPA statement that the 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." We look forward to the EPA developing appropriate regulations over the next twelve months consistent with its current thinking that Subtitle D may be adequate to regulate fly ash disposal.

Recently, the U.S. House of Representatives passed H.R. 2218, the "Coal Residuals Reuse and Management Act of 2013," again demonstrating strong bi-partisan support with 39 Democrats supporting the legislation. 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. Importantly, the White House suggested areas in which the bill could be strengthened, but was otherwise generally supportive of the legislation. In the next several months, we anticipate that a Senate version of the House bill will be developed.

Both the regulatory approach contemplated by the EPA and the legislative approach passed in the House will be supportive of beneficial use of fly ash. We anticipate an ultimate positive conclusion to the issue surrounding the disposal of fly ash.

Energy Technology Segment

For the third quarter of 2013, revenue from continuing operations in our energy segment was $3.9 million compared to $3.7 million in 2012. Adjusted EBITDA was $0.3 million in 2013 compared to $(0.6) million in 2012.

We believe that there is an opportunity for shareholder value creation in our remaining energy asset as we add new HCAT customers. 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 at our initial customer location for over three years. Our customer treats approximately 42,000 barrels per day with HCAT. We are pleased to report the negotiation of two new HCAT technology agreements in July. Upon completion of trial periods and client acceptance, the two new agreements could result in the application of HCAT to an additional 50,000 barrels per day.

We have also entered into a joint marketing agreement with Axens, a leading global petrochemical technology company, to market HCAT to certain existing and planned ebulated bed facilities. Including planned construction of new ebulated bed units, over the past three years the total potential market for HCAT has nearly doubled, from 500,000 to nearly 1,000,000 barrels per day.

Discontinued Operations

We recorded income from discontinued operations in 2013 of $1.8 million, which included an income tax benefit of $2.7 million and a $1.0 million gain associated with receipt of contingent sales proceeds, partially offset by valuation reserves associated with certain assets. In 2012, we recorded a loss from discontinued operations of $15.1 million, which included an impairment loss of $13.0 million.

Income Taxes

For fiscal year 2013, Headwaters currently expects to record income taxes at an effective rate of approximately 18%, due to state income taxes in certain jurisdictions and a small amount of deferred federal income tax. Headwaters is not recognizing income tax benefits attributable to its pre-tax net operating loss ("NOL") and tax credits 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 NOL and tax credits will be recorded. Headwaters currently has a pre-tax NOL in the amount of $201.6 million and unused tax credits of $24.7 million, both of which can be carried forward for up to 20 years.


"We continue our debt reduction strategy, repaying over $24 million of debt in the quarter and reducing our 2014 debt maturity to $15.6 million. We are entering the positive period of our annual cash flow cycle with a cash balance of $40 million and we expect that cash flow from operations will remain strong. Subsequent to our 2014 maturity, our next debt maturity of $50 million in 2016 follows three full cash flow cycles, including 2013," said Don P. Newman, Headwaters' Chief Financial Officer. "After adjusting for compensation tied to stock price, our trailing twelve months Adjusted EBITDA at the end of the June quarter improved to $111.0 million, an increase of $12.2 million from $98.8 million a year ago. And we anticipate a strong quarter to finish the year.

"Despite a slow start to the construction season and limited recovery in the repair and remodel end market, we continue to expect our Adjusted EBITDA from continuing operations in 2013, excluding the impact from stock price changes, to be in the range of $110 to $125 million, depending on end markets and cost inflation for the remainder of the fiscal year."

Discussion of EBITDA

Headwaters has historically defined EBITDA as net income plus net interest expense, income taxes, depreciation and amortization, stock-based compensation, and goodwill and other impairments. Any additional adjustments to EBITDA are detailed in the table that follows. EBITDA and Adjusted EBITDA are used by management to measure operating performance, as a supplement to our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP). EBITDA and Adjusted EBITDA are also used by investors to measure a company's ability to service its debt and meet its other cash needs. The EBITDA and Adjusted EBITDA calculations as reflected in the following tables are consistent with the definitions Headwaters has used historically and with the definitions management intends on using in future periods when measuring operating performance.

Management believes EBITDA and Adjusted EBITDA are helpful in highlighting trends, because EBITDA excludes certain results of decisions that are outside the control of operating management and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, tax jurisdictions, and capital investments. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business rather than by using GAAP results alone.

EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income or any other performance measure derived in accordance with GAAP or as a measure of our liquidity. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Our presentation of EBITDA and Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because the definition of EBITDA varies among companies and industries, our definition of EBITDA may not be comparable to other similarly-titled measures used by other companies.

Headwaters' calculations of Adjusted EBITDA and trailing twelve months (TTM) Adjusted EBITDA 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 does not include any results for Blue Flint for any period.

Adjusted EBITDA - Consolidated

(in millions)       Quarter Ended       Nine Months Ended
        6/30/2012       6/30/2013       6/30/2012       6/30/2013
Income from continuing operations       $ 2.0       $ 9.3       $(29.5)       $(4.9)
Blue Flint       0.0       0.0       6.3       0.0
Net interest expense       16.0       11.1       42.0       32.7
Income taxes       (2.0)       2.9       1.8       0.6
Depreciation, amortization, and stock-based compensation      








Restructuring costs       0.0       0.0       2.2       0.0
Thames bankruptcy       0.0       0.0       1.0       0.0
Gain on early debt repayments       (0.3)       0.0       (2.3)       0.0
Kleer acquisition-related costs and adjustments       0.0       0.3       0.0       1.8
Adjusted EBITDA       28.7       37.9       61.6       70.9
Effect of incentive compensation tied to stock price movement      








Adjusted EBITDA, after eliminating effect of incentive compensation tied to stock price movement






$ 67.1



Adjusted EBITDA by segment                
Light building products       $20.7       $26.0       $43.7       $49.5
Heavy construction materials       15.0       16.1       34.7       33.8
Energy technology       (0.6)       0.3       (1.9)       0.3
Corporate       (6.4)       (4.5)       (14.9)       (12.7)
Adjusted EBITDA       $28.7       $37.9       $61.6       $70.9

Adjusted EBITDA - Light Building Products Segment

(in millions)       Quarter Ended       Nine Months Ended
          6/30/2012           6/30/2013         6/30/2012           6/30/2013
Operating income       $ 12.0         $ 15.5       $ 14.9         $ 19.9
Other income (expense)         (0.2 )         0.0         (0.4 )         0.2
Depreciation, amortization, and stock-based compensation        








Restructuring costs         0.0           0.0       ?
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