HDWR ==> The Red Sox / Yankees Winner

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  • mrmarket
    Administrator
    • Sep 2003
    • 5971

    HDWR ==> The Red Sox / Yankees Winner

    So I watched the Red Sox this weekend and I was all faceful that they couldn’t get the job done at Yankee Stadium. Oh well, what else is new? So in order to cheer myself up, I went to the gym and started slapping 45 lb plates onto the barbell until it started to bend like the branch on a willow tree. After doing hundreds of reps til I was pumped up like a lizard, I went home and chugged gallons of Nitro-Tech so that my shredded muscles would grow to dimensions not yet quantifiable by the common man.

    Now this is all a good story, but the bad news is when it’s time to get rid of the Nitro-Tech from my body, sometimes I feel like I am a mason manufacturing cinderblocks. Now these cinderblocks aren’t the ordinary cinderblocks made of Portland cement. These are the new improved cinderblocks that have fly ash added to them. When coal is burned in
    today’s modern electric generating plants, combustion temperatures reach approximately 2800 degrees F. The non-combustible minerals that naturally occur in coals form bottom ash and fly ash. Fly ash is a powdery material consisting of micro-sized, spherical, glassy particles. Fly ash concrete was first used in the U.S. in 1929 for the Hoover Dam, where engineers found that it allowed for less total cement. The spherical shape of the particles reduces internal friction thereby increasing the concrete's consistency and mobility, permitting longer pumping distances. Improved workability means less water is needed, resulting in less segregation of the mixture. Although fly ash cement itself is less dense than Portland cement, the produced concrete is denser and results in a smoother surface with sharper detail.

    Fly ash reacts with lime that is produced by the hydration of cement, creating more of the durable binder that holds concrete together. As a result, concrete made with fly ash is stronger and more durable than traditional concrete made exclusively with portland cement. Concrete made with fly ash exhibits improved workability, decreased permeability, and better resistance to sulfate and alkali-silica reaction attack. This is kind of what happens in my large intestine. Look how pretty fly ash is:



    Today I bought Headwaters, Inc. (HDWR) at 29.60. I will sell it in 4 to 6 weeks at 34.27. Here is why I like HDWR:

    HDWR stock is up over 107% in the last 12 months yet it has a humble PE of 16.1. The price momentum, not withstanding this low PE, is really remarkable:



    Headwaters runs three distinct business operations: Alternative energy, coal combustion products, and materials products.

    *Alternative Energy
    Creates coal-based synthetic fuels and catalysts to convert common fuel sources into more environmentally friendly alternatives. Alternative energy will be a growth industry for the next decade.

    *Coal Combustion Products
    Business primarily sells fly ash for use in concrete.

    *Construction Materials
    Produces and markets concrete, stucco, mortar, and block products. Headwaters sells fly ash to commercial builders that use it to make concrete stronger and more durable

    Headwaters develops and commercializes technologies that it believes enhance the value of coal, gas, oil, and other natural resources. The company believes it is the largest provider of technologies used to produce coal-based solid synthetic fuels, and the industry leader in managing and marketing coal combustion products (CCPs) in the U.S. HDWR is developing and commercializing proprietary technologies to convert or upgrade fossil fuels into higher-value products and is developing nanocatalyst technologies that have multiple applications. The Company has experienced dramatic growth over the last several years, generated from internal growth as well as through acquisitions. Revenues have grown from $6.7 million in 1999 to $387.6 million for the fiscal year ended September 30, 2003.

    Headwaters, Inc. uses its patented binding process to turn coal derivatives into synthetic fuel briquettes. These are even better than the briquettes found in the locker room commode at my gym. Formerly known as Covol Technologies, the company licenses its technology to operators and supplies the binding reagents. There are 28 third-party facilities (like utilities and coal companies) licensed to use Headwaters' technology. Headwaters’ licensees have ramped up production of solid synthetic fuel over the past five years. In 1998 production was only three hundred thousand tons. By 2003, production had grown to 38.2 million tons. For the first six months of fiscal 2004, Headwaters’ licensees have sold 20.0 million tons of solid synthetic fuel. The Company receives a royalty on the tons of solid synthetic fuel sold by licensees, providing Headwaters with a growing source of revenues. This means the Headwater guys come to work and all these royalty checks come in the mail. The checks pile up on their desks and fall on the floor. The Headware guys can look at porn on the internet and the checks keep coming in. As these 3rd party companies produce more synfuel, they send more checks. Headware employees can be playing golf, and they keep getting more checks. Life is good.

    The coal derivative we are talking about is fly ash. People like to mix into into concrete. Fly ash is cheaper and more environmentally friendly than the portland cement used in current concrete mixes. Fly ash is getting more and more market share. Some states have passed legislation mandating an increase in the use of fly ash in construction work. The Environmental Protection Agency has published federal guidelines to encourage the use of fly ash in all federally funded projects. Fly ash use is also supported by the Federal Highway Administration, Department of Energy, Bureau of Reclamation, Army Corps of Engineers, and other agencies. Many states also recommend or require use of fly ash in state-funded projects. Fly ash use is allowed in every state.

    So not only does it make a better product, Johnny Law is making you use it. This bodes well for rate of consumption increases. Also, the recovering economy will help tremendously, as historically cement sales have been highly correlated with the over GDP. If all the fly ash generated each year were used in producing concrete, the reduction in CO2 emissions would be equal to eliminating 25 percent of the world’s vehicles. Let’s all hold hands and sing kum-bye-ya. Save the whales, clean air for me to blow my fat cigar smoke into. There is a continual pressure on regulatory bodies to provide incentives for the production of environmentally friendly alternative fuel sources. This trend benefits HDWR, as does the trend towards the environmental responsibility of corporations.


    So now that I’ve established that fly ash is good stuff, what makes Headwater better at it than the rest of the planet? Good question. Headwaters has the only national distribution system for high quality fly ash. The Company has strategically placed terminals and storage facilities in locations that give Headwaters the only national presence among participants in the fly ash industry. Second, Headwaters has long-term, exclusive agreements to manage the post-combustion operations of more than 110 coal-based generating units, giving the Company the contractual rights to much of the high quality fly ash produced in the U.S. Finally, Headwaters has diligently worked on new technologies that add value to the back end of the coal value chain.

    So, in summary:

    HDWR benefits from the success of several innovations, and from several unique business advantages:
    • Economies of scale
    • Proprietary technology
    • Economies independent of scale

    On April 21, 2004, Headwaters announced that it agreed to acquire Eldorado Stone, LLC. Eldorado is a leading manufacturer and marketer of premium quality architectural stone. Headwaters plans to incorporate fly ash in Eldorado’s products and integrate Eldorado’s extensive national sales and distribution system with the company’s compatible mortar and stucco products.

    The proof is in the pudding. While the huge revenue growth can be attributable to some healthy acquisitions, going forward analysts are looking for growth of 20% in revenues per year and 15% in earnings per year. During fiscal 2003, Headwaters was able to achieve record results and impressive growth. The Company announced record revenues of $387.6 million, an increase of 225% over total revenue of $119.3 million for fiscal 2002. Net income increased 51% to $36.6 million, compared to $24.3 million in 2002. The Company’s reported earnings per diluted share for fiscal 2003 was $1.30, an increase of 38% over fiscal 2002 Total revenue for the June 2004 quarter was $134.3 million, up 26% from $106.4 million reported in the June 2003 quarter. Operating income increased 28% to $27.8 million from $21.8 million for the June 2003 quarter. Net income increased to $16.1 million or $0.47 per diluted share, compared with $10.5 million or $0.37 per diluted share in the prior year's third quarter.

    Total revenue for the nine months ended June 30, 2004 was $355.3 million, up 26% from $281.2 million reported for the nine months ended June 30, 2003. Operating income increased 56% to $87.9 million from $56.5 million for the nine months ended June 30, 2003. Net income for the nine months ended June 30, 2004 increased to $44.8 million or $1.38 per diluted share, compared with $25.4 million or $0.90 per diluted share for the nine months ended June 30, 2003. Management has adopted a policy of acquiring companies that provide earnings accretion, diversification, and strategic benefits. So far, the company has executed this policy well, and P/E multiples have not contracted.

    Primarily due to Headwaters’ licensing and chemical sales business model, the Company delivered an attractive operating margin of 32% for fiscal 2003. Return on shareholder's equity, a stat you can’t really obscure with fly ash, is a smokin 30%. HDWR has gross margins of 38.31%, and operating margins of 23.61%, much higher than the industry averages of 22.57% and 8.08%.


    The company also has other revenue sources such as synfuel production. Synfuel credits offer billions of dollars in tax savings to electric utilities. As energy prices have risen, and not shown and signs of falling back to where they once were synfuels make more economic sense. Congress has indicated it wants to see the nation decrease its dependence on foreign oil from 57% to 50%, he said. We don't have an energy source that's plentiful enough to do that unless you look at coal. Synthetic fuels make up just a fraction of the energy market, but the sector will grow quickly as the nation looks for alternatives to oil and natural gas.

    The Company has an Advanced Direct Coal Liquefaction Technology that Produces Ultra-clean Transportation Fuels Directly from Coal. This is a process that uses coal as a starting point and is able to change coal molecules into diesel, gasoline or other fuel molecules. Nearly all of the sulfur, nitrogen, and other impurities are removed from the fossil fuel in the process, resulting in very high-grade liquid fuel. The Company entered into an agreement in June of 2002 with Shenhua Group, China’s largest coal company. China is interested in synthetic oil because it's coal-rich and oil-poor said. The agreement covered the use of Headwaters’ direct coal liquefaction technology in the first of three trains that would eventually convert 12,800 tons per day of coal into 50,000 barrels per day of gasoline and diesel fuel. In September of 2003, a second technology transfer agreement was signed allowing Shenhua to make some process modifications to Headwaters’ technology. In this agreement Shenhua agreed to pay the full license fee for the initial train. The payment amount totaled several million dollars. Shenhua is building the world's first coal-to-diesel fuel liquefaction plant. This is China we are talking about. The China of a potentially exploding economy. Management expects to be able to generate sufficient free cash flow to finance Headwaters’ current solid alternative fuel business while continuing to fund, new strategic acquisitions. Headwaters also looks to ink similar deals in India.

    So what does all of this have to do with HDWR’s stock price? ANAL-yst EPS estimates have risen significantly during the past several months. For the current quarter, estimates have risen from .50 to .54 (8%) during the past 90 days. For FY 2004, estimates have risen from 1.58 to 1.65 (4.4%). Similarly, estimates have risen by .20 to 2.04 from 1.84 during the past 90 days (10.8%). Heck, even if the ANAL-ysts are correct, the $2.04 earnings times the PE of 16.1 gets you to a share price of $32.84 which is very close to my sale target.

    Increasing ANAL-yst estimates are a good signal for future stock price appreciation.

    HDWR carries 38 million in cash, and 50 million in debt. They are cash flow positive (free cash flow of 9.83 million). Earnings are relatively stable, putting HDWR is in a financially stable position. The company may leverage its current capital structure by adding further debt for use in acquisitions, which have proven to be accretive to earnings.

    Here’s what the boss, Captain Kirk, said:

    "The improvement in the economy is having a direct impact on our post-combustion businesses. It is highly likely that we will set a new record for fly ash shipments during 2004 as we continue to increase awareness of the value added nature of fly ash in concrete. Our acquisitions are performing as expected, resulting in increased earnings and cash flow," said Kirk A. Benson, Chairman and Chief Executive Officer.

    Kirk will not need Spock and he will have no trouble with Tribbles. As HDWR stock approaches its zenith, he will not be forced to pitch margarine on TV.

    Last edited by mrmarket; 11-12-2004, 01:14 PM.
    =============================

    I am HUGE! Bring me your finest meats and cheeses.

    - $$$MR. MARKET$$$
  • df21084
    Senior Member
    • Mar 2004
    • 258

    #2
    I am in at $29.59

    You are HUGE! Onward and upward.
    Happy investing,
    Dave

    My opinion is worth no more than the price you paid for me to give it.

    Comment

    • jiesen
      Senior Member
      • Sep 2003
      • 5319

      #3
      I'm in

      Originally posted by df21084
      You are HUGE! Onward and upward.
      In at 29.6

      I second that- you are HUGE!!!

      Comment

      • Websman
        Senior Member
        • Apr 2004
        • 5545

        #4
        Looks like a good one...but I still like UCI.

        Comment

        • Websman
          Senior Member
          • Apr 2004
          • 5545

          #5
          Originally posted by Websman
          Looks like a good one...but I still like UCI.
          Alright...so I'm partial to UCI, but after doing more research, I must admit that HDWR is a great pick! This will surely be another Mr Market winner!

          I may buy HDWR and UCI and double the profits!

          Great pick once again Mr Market!

          I continue on, along the path to financial freedom!

          Comment


          • #6
            Great pick Mr. Market. I am buying some tomorrow, pecae!

            Comment

            • Websman
              Senior Member
              • Apr 2004
              • 5545

              #7
              Originally posted by cashin-in
              Great pick Mr. Market. I am buying some tomorrow, pecae!
              I'm getting in, but not tomorrow. I believe we're looking at a few down days before the big climb.

              Comment

              • jiesen
                Senior Member
                • Sep 2003
                • 5319

                #8


                hey! good news, I presume...

                Comment

                • buckhunter

                  #9
                  This stock seems to have a great habit of bouncing off its 50 DMA line. I bought it a couple days after your recommendation and sold at +12%. I bought again when it hit its 50 day line a week later. It just dropped back to the line again today and reversed by the end of the day.

                  MM - Thanks for turning me on to this one and CONGRATULATIONS to your Red Sox. As a life-long Cubs fan, I can only imagine what it must feel like to cheer for a champion!

                  Comment

                  • mrmarket
                    Administrator
                    • Sep 2003
                    • 5971

                    #10
                    Originally posted by buckhunter
                    This stock seems to have a great habit of bouncing off its 50 DMA line. I bought it a couple days after your recommendation and sold at +12%. I bought again when it hit its 50 day line a week later. It just dropped back to the line again today and reversed by the end of the day.

                    MM - Thanks for turning me on to this one and CONGRATULATIONS to your Red Sox. As a life-long Cubs fan, I can only imagine what it must feel like to cheer for a champion!
                    Thanks for your kind words about my beloved Sox...please be advised that I have never made a "recommendation" to buy or sell any stock. I'll leave that to the pros.
                    =============================

                    I am HUGE! Bring me your finest meats and cheeses.

                    - $$$MR. MARKET$$$

                    Comment

                    • jiesen
                      Senior Member
                      • Sep 2003
                      • 5319

                      #11
                      I'm thinking this will be your next one to hit. Only a buck or so to go! Should easily get that in a few more days.

                      I thought it would be SPF too, until the sector took a hit today. It'll get there soon enough though...

                      Comment

                      • mrmarket
                        Administrator
                        • Sep 2003
                        • 5971

                        #12
                        Getting awful close now...tomorrow's earnings results should put me over the top. I'll have a new dump shortly thereafter.
                        =============================

                        I am HUGE! Bring me your finest meats and cheeses.

                        - $$$MR. MARKET$$$

                        Comment

                        • jiesen
                          Senior Member
                          • Sep 2003
                          • 5319

                          #13
                          Got out today at 34.1! I figure it's close enough for me, and with earnings coming out after today's close, better safe than sorry. Even good earnings often get sold when everyone tries to cash in.

                          Thanks for the awesome pick, $$MM! You are HUGE!
                          I hope the earnings blow away the estimates and you get another $2 pop tomorrow.

                          Comment

                          • jiesen
                            Senior Member
                            • Sep 2003
                            • 5319

                            #14
                            At Yahoo Finance, you get free stock quotes, up-to-date news, portfolio management resources, international market data, social interaction and mortgage rates that help you manage your financial life.


                            Wow! Up another buck after hours, on excellent earnings!
                            Way to go, $$MM! More meats and cheeses tomorrow.

                            Comment

                            • mrmarket
                              Administrator
                              • Sep 2003
                              • 5971

                              #15
                              u sees...

                              Headwaters Incorporated Announces Record Results for Fiscal 2004
                              Wednesday November 10, 4:19 pm ET
                              43% Increase in Revenues to $554 Million
                              76% Increase in Net Income to $64 Million
                              Fiscal Year 2004 Diluted Earnings per Share of $1.95; Record Quarterly Revenues and Net Income


                              SOUTH JORDAN, Utah--(BUSINESS WIRE)--Nov. 10, 2004-- Headwaters Incorporated (NASDAQ:HDWR - News), today announced results for its fourth quarter and fiscal year ended September 30, 2004. Highlights for the fourth quarter of fiscal 2004 included:
                              Acquisition of Tapco improves Headwaters' construction materials infrastructure, distribution network, and margins.
                              Acquisition of Southwest Concrete Products strengthens Headwaters' presence in the Texas institutional / commercial construction block market.
                              Joint venture with Degussa marks a milestone in the development of Headwaters' nanocatalyst technologies.
                              Highlights for Fiscal 2004 included:

                              Organic earnings per share growth for the year (excluding the effect of Fiscal 2004 acquisitions) exceeded 34%.
                              Revenues, earnings and cash flow further diversified through strategic acquisitions of industry leading, high margin businesses.
                              Significantly enhanced platform for continued growth in 2005.
                              Generated $95 million of cash flow from operations.
                              Total revenue for the fourth quarter ended September 2004, which included the effect of acquisitions, was $198.6 million, up 86% from $106.5 million reported in the September 2003 quarter. Operating income increased 94% to $39.9 million from $20.6 million for the September 2003 quarter. Net income increased to $19.5 million or $0.57 per diluted share, compared with $11.2 million or $0.40 per diluted share in the prior year's fourth quarter.

                              Total revenue for the year ended September 30, 2004 was $554.0 million, up 43% from $387.6 million reported for the year ended September 30, 2003. Operating income for the year ended September 30, 2004 increased 66% to $127.8 million from $77.1 million for the year ended September 30, 2003. Net income for the year ended September 30, 2004 increased to $64.3 million or $1.95 per diluted share, compared with $36.6 million or $1.30 per diluted share for the year ended September 30, 2003. The earnings per share increase includes one-time license fee revenue recognized in the March quarter from funds held in an escrow account, resulting in an increase of approximately $0.25 of diluted earnings per share.

                              Construction Materials Performance

                              Revenues from the construction materials segment were $84.1 million during the September 2004 quarter, with a gross margin (gross margin percentage is calculated as follows: subtract cost of revenues from revenues, and divide the number so derived by revenues) of 34%, compared to revenue of $13.3 million and a gross margin of 24% for the September 2003 quarter. The 2004 fourth quarter revenues included three months of operations from Eldorado Stone and Southwest Concrete Products ("SCP") acquired in June and early July 2004, respectively, but only 23 days of Tapco's revenues (acquisition date of September 8, 2004). Tapco will have a greater effect on this segment's operations in future quarters, when its results will be included for the entire period. All of the acquired companies have a pronounced seasonal impact on Headwaters' revenue and net income. The seasonality has a more significant impact on net income than on revenues because of the relationship between fixed and variable costs.

                              CCP Performance

                              During the September 2004 quarter, revenues from Headwaters' coal combustion products ("CCPs") segment were $66.8 million with a gross margin of 29% compared to revenue of $54.5 million with a gross margin of 29% for the September 2003 quarter. Sales of high value coal combustion products for the September 2004 quarter totaled approximately 2.1 million tons, compared to approximately 1.9 million tons in the September 2003 quarter, resulting in an 11% increase in tons of high value coal combustion products sold. The U.S. market for CCPs continues to demonstrate increasing awareness of the environmental and economic benefits of high value fly ash.

                              Headwaters Energy Services Performance

                              Chemical reagent sales increased 13% in the September 2004 quarter to $34.2 million, compared to $30.3 million in the September 2003 quarter. Energy Services' license fees for the September 2004 quarter increased 70% to $13.4 million from $7.9 million in 2003.

                              During the September 2004 quarter, Energy Services' licensees sold 10.3 million tons of solid alternative fuel. This compares to 9.4 million tons sold in the September 2003 quarter and 10.4 million tons sold in the June 2004 quarter. Energy Services sold 25.2 million pounds of chemical reagent in the September 2004 quarter, compared to 22.5 million pounds in the September 2003 quarter and 26.0 million pounds in the June 2004 quarter. The 10.3 million tons of fuel sold was produced at 23 of the 28 licensed facilities, resulting in average quarterly production of 468,000 tons per facility. The highest number of tons produced from any one facility in the quarter was 857,000, and the lowest was 23,000. Energy Services sold chemical reagent to a total of 31 facilities. Of the 31 facilities, 18 were licensee facilities and 13 were solely chemical reagent sale facilities.

                              In addition, Headwaters purchased a minority interest in a Section 29 facility currently operating in West Virginia. Energy Services will provide reagent to the facility. Headwaters will begin to recognize its portion of the operating expenses and the tax credits generated by the facility in the December 2004 quarter. The net effect of the annual operating expenses and the tax credits is expected to be a positive contribution of $0.08 - $0.09 diluted earnings per share, based upon current operating levels at the facility and projections prepared from this information.

                              Growth Profile

                              Headwaters acquired VFL Technologies on April 9, 2004, Eldorado Stone on June 2, 2004, SCP on July 2, 2004, and Tapco Holdings on September 8, 2004. These acquisitions significantly broaden the scope of products and services Headwaters offers, particularly in the construction materials segment. Consistent with Headwaters' diversification strategy, revenue from the Section 29 business of Energy Services has declined as a percentage of total revenue. On a pro forma basis, including all of the fiscal 2004 acquisitions as if they had occurred on October 1, 2003, Headwaters' revenue that is dependent on Section 29 has declined from over 90% in 2002 to approximately 23% for the year ended September 30, 2004.

                              The following table shows the actual, organic, and pro forma percentage growth in net income during the quarter and fiscal year over the same period in Fiscal 2003. The organic information assumes none of the acquisitions occurred in Fiscal 2004 and the pro forma information assumes all of the acquisitions occurred on October 1, 2003.

                              Actual Organic Pro forma
                              ----------------------------------------------------------------------
                              Quarter ended September 30, 2004 74% 25% 105%
                              Year ended September 30, 2004 76% 58% 99%

                              Technology Innovation Group and New Product Development

                              Highlights of Headwaters technology development during fiscal 2004 include the following:

                              Successful completion of pilot plant testing on HC3 nanocatalyst heavy oil upgrading technology.
                              Joint venture with Degussa for pilot plant testing of Headwaters hydrogen peroxide nanocatalyst.
                              Construction of Flexcrete manufacturing facility - currently on track for completion by January.
                              Installation of ammonia slip mitigation technology on a commercial scale.
                              Direct coal liquefaction payment received from Shenhua and continuation of construction of the first commercial facility using Headwaters' technology.
                              Successful completion of pilot plant tests for use of nanocatalysts to reduce NOX.
                              Joint venture with Rentech resulting in state-of-the-art gas to liquids technology.
                              Indebtedness

                              In connection with the Tapco acquisition in September 2004, Headwaters restructured its senior debt by repaying its then-existing senior debt and entering into a new senior secured credit facility, the details of which were finalized in October 2004. The major components of Headwaters' long term debt structure are as follows:

                              (in millions) Amount Interest Rate Maturity
                              ------------------------------------ ---------------------------------
                              Senior secured first lien term loan $640.0 LIBOR + 3.25% April 2011
                              Second lien term loan LIBOR + 5.5% September
                              $150.0 2012
                              Senior subordinated convertible debt $172.5 2.875% June 2011
                              Senior revolving credit facility LIBOR + 2.5% September
                              (none of which is outstanding) $60.0 2009

                              The following table highlights certain debt coverage and balance sheet ratios using period end balances and the trailing twelve months ("TTM") earnings before net interest expense, taxes, depreciation and amortization ("EBITDA"):

                              Pro forma
                              9/30/03 6/30/04 9/30/04
                              ----------------------------------------------------------------------
                              Total Indebtedness to EBITDA(a) 1.53 1.88 4.16
                              EBITDA to Required Interest Payments(a) 7.73 15.79 4.60
                              Current Ratio(a) 1.19 1.58 1.30
                              Total Debt to Equity(a) 0.96 0.80 3.16

                              (a) See "Total long-term debt, before amortized debt discount," and "Current Ratio" calculations in financial tables that follow. The pro forma September 2004 calculation 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 September 30, 2004 of $233.8 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

                              When Headwaters provided its fiscal 2005 earnings forecast on September 8, 2004, it indicated that the "forecast could be adjusted based upon the results of FASB's Emerging Issues Task Force's ("EITF") review of contingent convertible debt instruments." In October 2004, the EITF issued its final determination that the shares represented by contingently convertible securities must be included in fully diluted earnings per share calculations for periods ending after December 15, 2004. Accordingly, Headwaters will include 5.75 million additional shares in its EPS calculation, on an if-converted basis, commencing with the December 31, 2004 quarter and will retroactively restate earnings for its June 30, 2004 and September 30, 2004 quarters. The following table illustrates the impact of the EITF ruling and also presents Headwaters' revised forecast for earnings for 2005. Headwaters' original guidance of $2.20 to $2.30 was revised upwards by $0.08 - $0.09 to account for the acquisition of a partial interest in a synthetic fuel facility and upwards by approximately $0.03 to reflect continued strong performance of its business units.

                              Expected amounts Retroactive
                              without EITF adoption to
                              accounting June 2004 of
                              change EITF Ruling
                              ----------------------------------------------------------------------
                              Net Income for Fiscal 2004 $64.3 million $64.3 million
                              Fiscal 2004 Diluted Earnings Per Share $1.95 $1.88
                              Less: One-time earnings events in the
                              March 31, 2004 quarter ($0.25) ($0.25)
                              EPS without one-time earnings events $1.70 $1.63
                              Revised Earnings Per Share Forecast $2.28 to $2.39 $2.00 to $2.10

                              The EITF ruling has no substantive effect on Headwaters' business operations, operating income, net income, or cash flow. If the EITF Ruling were adopted retroactive to October 1, 2003 as if the convertible notes were issued then, the "without one-time earnings events" earnings per share would be approximately $1.44 and would result in a growth rate of 39% to 46% when compared to the Fiscal 2005 diluted earnings per share guidance of $2.00 to $2.10, respectively.

                              Since 2002, Headwaters' business has reflected seasonality factors associated with its construction materials and CCP segments. The acquisitions completed during Fiscal 2004 added to the seasonality of Headwaters' business. Although it has not been Headwaters' practice to provide quarterly estimates and the Company does not intend to provide quarterly estimates going forward, management believes it is important to provide some initial quarterly guidance for Fiscal 2005 to clarify the seasonality of Headwaters' business. Accordingly, Headwaters' estimated quarterly revenue and earnings per share for Fiscal 2005, as a percent of the respective estimated totals for the fiscal 2005 year, are as follows:

                              Revenue Earnings Per Share
                              ----------------------------------------------------------------------
                              December 31, 2004 quarter 20% - 22% 13% - 15%
                              March 31, 2005 quarter 21% - 23% 16% - 18%
                              June 30, 2005 quarter 27% - 29% 31% - 33%
                              September 30, 2005 quarter 28% - 30% 36% - 38%

                              Steven G. Stewart, Headwaters' Chief Financial Officer, stated, "We have just completed the best financial quarter and fiscal year in the history of Headwaters. Our goal of diversifying the Company is clearly on track, having reduced dependence on Section 29 to approximately 23% of pro forma revenue for the year ended September 30, 2004, assuming all of the Fiscal 2004 acquisitions had occurred on October 1, 2003. We utilized debt to further diversify our dependency on Section 29 while increasing returns to our equity holders. We feel confident in the strength and stability of our cash flows and our ability to service our new debt levels."

                              "Through execution of our acquisition strategy and solid organic growth, our operations and revenue have greatly expanded over the last year," said Kirk A. Benson, Chairman and Chief Executive Officer. "We are finding additional synergies as we proceed with the integration of the companies that are new to Headwaters, and new product development from our Technology Innovation Group is contributing to further revenue and earnings diversification. Our strong growth outlook for Fiscal 2005 reflects both our strategic market positioning and leadership in each of our business segments as well as the value of our business model."

                              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.hdwtrs.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.hdwtrs.com, or a phone replay will be available through November 18, 2004 by dialing 800-642-1687 or 706-645-9291 and entering the pass code 2019680.

                              About Headwaters Incorporated

                              Headwaters Incorporated is a world leader in creating value through innovative advancements in the utilization of natural resources. The Company is focused on providing services to energy companies, conversion of fossil fuels into alternative energy products, and generally adding value to energy. Headwaters generates revenue from managing coal combustion products (CCPs) and from licensing its innovative chemical technology to produce an alternative fuel. Through its CCP business and its solid alternative fuels business, 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 and 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, building products, operation of facilities utilizing alternative fuel technologies, the marketing of synthetic fuels, the receipt of licensing fees, royalties, and product sales 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, synthetic 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, 2003, 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.

                              Our internet address is www.hdwtrs.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 INCOME (Unaudited)
                              (in thousands, except per-share amounts)

                              Quarter Ended September 30,
                              2003 2004 2004 2004
                              ----------------------------------------
                              (ACTUAL) (PRO (ACTUAL) (PRO FORMA)
                              FORMA)
                              (organic, (all
                              excluding acquisitions
                              effect for entire
                              of 2004 quarter)
                              Revenue: acquisitions)
                              Sales of chemical
                              reagents $30,276 $34,210 $34,210 $34,210
                              License fees 7,880 13,445 13,445 13,445
                              Coal combustion products
                              revenues 54,478 57,568 66,792 66,792
                              Sales of construction
                              materials 13,308 13,536 84,066 135,172
                              Other revenues 529 134 134 134
                              ----------------------------------------
                              Total revenue 106,471 118,893 198,647 249,753
                              ----------------------------------------

                              Operating costs and
                              expenses:
                              Cost of chemical
                              reagents sold 21,321 22,985 22,985 22,985
                              Cost of coal combustion
                              products revenues 38,511 39,676 47,246 47,246
                              Cost of construction
                              materials sold (a) 10,154 11,890 55,645 (a) 84,702 (a)
                              Cost of other revenues 600 74 74 74
                              Depreciation and
                              amortization 3,323 3,580 5,996 8,698
                              Research and development 1,503 2,205 2,205 2,205
                              Selling, general and
                              administrative 10,455 14,139 24,595 30,655
                              ----------------------------------------
                              Total operating costs and
                              expenses 85,867 94,549 158,746 196,565

                              ----------------------------------------
                              Operating income 20,604 24,344 39,901 53,188

                              Interest income (expense),
                              net (3,465) 538 (6,256) (13,714)
                              Other income (expense),
                              net 606 (2,041) (2,022) (2,21

                              ----------------------------------------
                              Income before income
                              taxes 17,745 22,841 31,623 37,256

                              Income tax provision (6,500) (8,730) (12,085) (14,160)

                              ----------------------------------------
                              Net income $11,245 $14,111 $19,538 $23,096
                              ========================================

                              Basic earnings per share $0.41 $0.42 $0.59 $0.69
                              ========================================

                              Diluted earnings per
                              share $0.40 $0.41 $0.57 $0.67
                              ========================================

                              Weighted average shares
                              outstanding -- basic 27,321 33,237 33,237 33,237
                              ========================================

                              Weighted average shares
                              outstanding -- diluted 28,214 34,572 34,572 34,572
                              ========================================

                              Note regarding 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 not occurred, or 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.

                              (a) Cost of construction materials sold includes $3,170 and $4,773 of
                              depreciation expense for the 2004 actual and 2004 pro forma
                              periods, respectively.

                              Reconciliation of actual results to pro forma results for the quarter
                              ended September 30, 2004:

                              Headwaters' actual historical net income $19,538 $19,538
                              Net income of subsidiaries acquired in 2004
                              included in Headwaters' 2004 actual results, net
                              of interest expense on new debt issued
                              to pay for acquisitions (5,427) n/a
                              Actual historical net income of subsidiaries
                              acquired in 2004, for the period
                              from July 1, 2004 to acquisition date 6,463 A
                              Additional amortization expense for acquired
                              intangible assets (2,285)B
                              Elimination of acquired subsidiaries' originally
                              reported interest expense 5,035 C
                              Interest expense on new debt incurred by Headwaters
                              to acquire subsidiaries (7,457)D
                              Income tax effect of above pro forma adjustments 1,802 E
                              ----------------
                              Pro forma net income shown above $14,111 $23,096
                              ================

                              A Tapco only, for the period from July 1, 2004 through September 7,
                              2004.
                              B Net increase in amortization expense for intangible assets acquired
                              in Tapco acquisition.
                              C Elimination of Tapco's interest on pre-acquisition debt retired by
                              Headwaters at closing.
                              D Adjustment to record interest on new long-term debt issued by
                              Headwaters to acquire Tapco.
                              E Income tax effect, calculated using a combined effective federal
                              and state income tax rate of approximately 38%.


                              HEADWATERS INCORPORATED
                              CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                              (in thousands, except per-share amounts)

                              Year Ended September 30,
                              2003 2004 2004 2004
                              ------------------------------------------
                              (ACTUAL) (PRO (ACTUAL) (PRO FORMA)
                              FORMA)
                              (organic, (all
                              excluding acquisitions
                              effect for entire
                              of 2004 quarter)
                              Revenue: acquisitions)
                              Sales of chemical
                              reagents $128,375 $132,603 $132,603 $132,603
                              License fees 35,726 72,721 72,721 72,721
                              Coal combustion
                              products revenues 169,938 193,232 210,155 224,980
                              Sales of construction
                              materials 49,350 49,941 134,027 457,387
                              Other revenues 4,241 4,449 4,449 4,449
                              ------------------------------------------
                              Total revenue 387,630 452,946 553,955 892,140
                              ------------------------------------------

                              Operating costs and
                              expenses:
                              Cost of chemical
                              reagents sold 87,386 89,789 89,789 89,789
                              Cost of coal combustion
                              products revenues 123,146 136,673 150,080 161,139
                              Cost of construction
                              materials sold (a) 37,689 41,780 94,566 (a) 292,109 (a)
                              Cost of other
                              revenues 3,919 436 436 436
                              Depreciation and
                              amortization 12,982 13,669 17,051 35,663
                              Research and
                              development 4,674 7,340 7,340 7,340
                              Selling, general and
                              administrative 40,715 53,711 66,936 119,361
                              ------------------------------------------
                              Total operating costs
                              and expenses 310,511 343,398 426,198 705,837

                              ------------------------------------------
                              Operating income 77,119 109,548 127,757 186,303

                              Interest income
                              (expense), net (15,377) (10,786) (18,509) (63,15
                              Other income (expense),
                              net (1,661) (4,093) (4,141) (4,639)

                              ------------------------------------------
                              Income before income
                              taxes 60,081 94,669 105,107 118,506

                              Income tax provision (23,450) (36,730) (40,790) (45,630)

                              ------------------------------------------
                              Net income $36,631 $57,939 $64,317 $72,876
                              ==========================================

                              Basic earnings per
                              share $1.35 $1.82 $2.02 $2.29
                              ==========================================

                              Diluted earnings per
                              share $1.30 $1.75 $1.95 $2.21
                              ==========================================

                              Weighted average shares
                              outstanding -- basic 27,083 31,774 31,774 31,774
                              ==========================================

                              Weighted average shares
                              outstanding -- diluted 28,195 33,019 33,019 33,019
                              ==========================================

                              (a) Cost of construction materials sold includes $3,497 and $16,509 of
                              depreciation expense for the 2004 actual and 2004 pro forma
                              periods, respectively.

                              Reconciliation of actual results to pro forma results for the year
                              ended September 30, 2004:


                              Headwaters' actual historical net income $64,317 $64,317
                              Net income of subsidiaries acquired in 2004 included
                              in Headwaters' 2004 actual results, net of interest
                              expense on new debt issued to pay for acquisitions (6,37 n/a
                              Actual historical net income of subsidiaries acquired
                              in 2004, for the period from October 1, 2003 to
                              acquisition dates 25,254 A
                              Additional amortization expense for acquired
                              intangible assets (10,514)B
                              Elimination of acquired subsidiaries' originally
                              reported interest expense 28,523 C
                              Interest expense on new debt incurred by Headwaters
                              to acquire subsidiaries (44,18D
                              Other pro forma adjustments 1,125
                              Income tax effect of above pro forma adjustments,
                              plus income taxes on acquired subsidiaries' results
                              not historically subject to taxation 8,359 E
                              ----------------
                              Pro forma net income shown above $57,939 $72,876
                              ================

                              A VFL's results for the period from October 1, 2003 through April 8,
                              2004, plus Eldorado's results for the period from October 1, 2003
                              through June 1, 2004, plus SCP's results for the period from
                              October 1, 2003 through July 1, 2004, plus Tapco's results for the
                              period from October 1, 2003 through September 7, 2004.
                              B Net increase in amortization expense for intangible assets
                              acquired.
                              C Elimination of acquired subsidiaries' interest on pre-acquisition
                              debt retired by Headwaters at closings.
                              D Adjustment to record interest on new long-term debt issued by
                              Headwaters to acquire subsidiaries.
                              E Income tax effect, calculated using a combined effective federal
                              and state income tax rate of approximately 39%, on pro forma
                              adjustments; plus income taxes on VFL's, Eldorado's, and SCP's
                              historical pre-tax results which were not historically subject to
                              taxation.


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

                              September 30,
                              ---------------------
                              Assets: 2003 2004
                              --------- -----------
                              Current assets:
                              Cash and short-term investments $21,653 $27,586
                              Trade receivables, net 52,399 129,899
                              Inventories 7,827 43,812
                              Other 6,005 29,266
                              --------- -----------
                              Total current assets 87,884 230,563

                              Property, plant and equipment, net 52,743 161,911
                              Intangible assets, net 112,414 298,803
                              Goodwill 112,131 815,396
                              Debt issue costs and other assets 8,103 34,106
                              --------- -----------
                              Total assets $373,275 $1,540,779
                              ========= ===========

                              Liabilities and Stockholders' Equity:
                              Current liabilities:
                              Accounts payable $17,177 $30,838
                              Accrued liabilities 29,056 97,465
                              Current portion of long-term debt 27,475 49,167
                              --------- -----------
                              Total current liabilities 73,708 177,470

                              Long-term debt 104,044 923,347
                              Deferred income taxes 50,663 121,469
                              Other long-term liabilities 4,703 10,338
                              --------- -----------
                              Total liabilities 233,118 1,232,624
                              --------- -----------

                              Stockholders' equity:
                              Common stock - par value 28 34
                              Capital in excess of par value 130,936 235,581
                              Retained earnings 12,213 76,530
                              Other, primarily treasury stock (3,020) (3,990)
                              --------- -----------
                              Total stockholders' equity 140,157 308,155
                              --------- -----------
                              Total liabilities and stockholders' equity $373,275 $1,540,779
                              ========= ===========

                              The current ratio as of September 30, 2004 of 1.30 is derived by
                              dividing total current assets of $230,563 by total current
                              liabilities of $177,470. The current ratio as of September 30, 2003
                              of 1.19 is derived by dividing total current assets of $87,884 by
                              total current liabilities of $73,708.

                              Outstanding long-term debt before unamortized debt discount is
                              calculated as follows:

                              Current portion of long-term debt as shown above $27,475 $49,167
                              Long-term debt as shown above 104,044 923,347
                              Unamortized debt discount 3,404 0
                              --------- ---------
                              Total long-term debt, before unamortized debt
                              discount $134,923 $972,514
                              ========= =========



                              --------------------------------------------------------------------------------
                              Contact:
                              Headwaters Incorporated, South Jordan
                              Sharon Madden, 801-984-9400 (Investor Relations)
                              or
                              Financial Relations Board
                              Tricia Ross, 617-520-7064 (Analysts)
                              =============================

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