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): January 20, 2005
HEADWATERS INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-27808 87-0547337
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
10653 South River Front Parkway, Suite 300
South Jordan, Utah 84095
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(Address of principal executive offices) (Zip Code)
(801) 984-9400
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(Registrant's telephone number, including area code)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Certain statements contained in this Current Report on Form 8-K are
forward-looking statements within the meaning of federal securities laws and
Headwaters intends that such forward-looking statements be subject to the
safe-harbor created thereby.
Forward-looking statements include Headwaters' expectations as to the managing
and marketing of coal combustion products, the production and marketing of
building materials and products, the licensing of technology and chemical sales
to alternative fuel facilities, the receipt of product sales, license fees and
royalty revenues, the development, commercialization, and financing of new
technologies and other strategic business opportunities and acquisitions, and
other information about Headwaters. Such statements that are not purely
historical by nature, including those statements regarding Headwaters' future
business plans, the operation of facilities, the availability of tax credits,
the availability of feedstocks, and the marketability of the coal combustion
products, building products, and synthetic fuel, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding future events and our future results that are based on current
expectations, estimates, forecasts, and projections about the industries in
which we operate and the beliefs and assumptions of our management. Actual
results may vary materially from such expectations. Words such as "expects,"
"anticipates," "targets," "goals," "projects," "believes," "seeks," "estimates,"
variations of such words, and similar expressions are intended to identify such
forward-looking statements. Any statements that refer to projections of our
future financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or circumstances, are
forward-looking.
In addition to matters affecting the coal combustion product, alternative fuel,
and building products industries or the economy generally, factors which could
cause actual results to differ from expectations stated in forward-looking
statements include, among others, the factors described in the captions entitled
"Forward-looking Statements" and "Risk Factors" in Item 7 in Headwaters' Annual
Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly
Reports on Form 10-Q, and other periodic filings and prospectuses. Although
Headwaters believes that its expectations are based on reasonable assumptions
within the bounds of its knowledge of its business and operations, there can be
no assurance that our results of operations will not be adversely affected by
such factors. Unless legally required, we undertake no obligation to revise or
update any forward-looking statements for any reason. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date of this report.
Item 2.02. Results of Operations and Financial Condition.
On January 20, 2005, we issued our December 31, 2004 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.
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Item 7.01. Regulation FD Disclosure.
To supplement our condensed consolidated financial statements presented
in accordance with generally accepted accounting principles ("GAAP"), we use a
non-GAAP measure called EBITDA. EBITDA is net income adjusted to exclude
depreciation, amortization, net interest expense and income taxes ("EBITDA").
Management uses EBITDA internally to measure the amount of cash generated by
Headwaters as a whole and by our various operating entities, in order to compare
results of the business units to one another and to historical and budgeted
results and to make decisions about where to allocate capital and the amount of
capital expenditures Headwaters will make. EBITDA is also provided to enhance
the user's overall understanding of our current financial performance, our
ability to service our debt, our compliance with current debt covenants and our
ability to fund future growth. Therefore, we believe that EBITDA provides useful
information to our investors regarding our performance and overall results of
operations.
We have provided EBITDA in the press release at Exhibit 99.1. Certain
of our debt covenants require the calculation of EBITDA and we believe this
measure provides creditors and investors with another tool to evaluate our
ability to repay debt.
The information in Item 7.01 of this Current Report, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The information in Item
7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not
be incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1: Press release announcing Headwaters'
financial results for the quarter ended
December 31, 2004
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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: January 20, 2005 HEADWATERS INCORPORATED
(Registrant)
By: /s/ Kirk A. Benson
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Kirk A. Benson, Chief Executive Officer
(Principal Executive Officer)
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