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 24, 2006
Headwaters Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 1-32459 87-0547337
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
10653 South River Front Parkway, Suite 300
South Jordan, UT 84095
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 984-9400
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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 which are subject to tax credit phase-out risks, 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 in an environment of high oil prices
and potential tax credit phase out, the availability of feedstocks, and the
marketability of the coal combustion products, building products, and synthetic
fuel, are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 regarding future events and our future
results that are based on current expectations, estimates, forecasts, and
projections about the industries in which we operate and the beliefs and
assumptions of our management. Actual results may vary materially from such
expectations. Words such as "expects," "anticipates," "targets," "goals,"
"projects," "believes," "seeks," "estimates," or variations of such words and
similar expressions, are intended to identify such forward-looking statements.
Any statements that refer to projections of our future financial performance,
our anticipated growth and trends in our businesses, and other characterizations
of future events or circumstances, are forward-looking.
In addition to matters affecting the coal combustion products,
alternative fuel, and building products industries or the economy generally,
factors which could cause actual results to differ from expectations stated in
forward-looking statements include, among others, the risk factors described in
Item 7 in Headwaters' Annual Report on Form 10-K for the fiscal year ended
September 30, 2005, 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.
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On January 24, 2006, we issued our December 31, 2005 earnings press
release. A copy of that press release is attached hereto as Exhibit 99.1. The
information in Item 2.02 of this Current Report, including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in Item 2.02 of this
Current Report, including Exhibit 99.1 attached hereto, shall not be
incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, except as shall be expressly set
forth by specific reference in such a filing.
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Item 7.01. Regulation FD Disclosure.
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To supplement our condensed consolidated financial statements presented
in accordance with generally accepted accounting principles ("GAAP"), we use a
non-GAAP measure called EBITDA. EBITDA is net income adjusted by adding net
interest expense, income taxes, depreciation and amortization ("EBITDA").
Management uses EBITDA internally to measure the amount of cash generated by
Headwaters and to make decisions about the amount of capital expenditures
Headwaters will make and where to allocate capital. EBITDA is also provided to
enhance the user's overall understanding of our current financial performance,
our ability to service our debt, our compliance with current debt covenants and
our ability to fund future growth. Therefore, we believe that EBITDA provides
useful information to our investors regarding our performance and overall
results of operations. The EBITDA measure presented in the press release may not
be comparable to similarly titled measures presented by other companies.
The information in Item 7.01 of this Current Report, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The information in Item
7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not
be incorporated by reference into any registration statement or other document
filed pursuant to the Securities Act of 1933, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit 99.1: Press release announcing Headwaters'
financial results for the quarter ended
December 31, 2005
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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 24, 2006 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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