Headwaters Incorporated Announces Results for Second Quarter of Fiscal 2013

  Headwaters Incorporated Announces Results for Second Quarter of Fiscal 2013

                     *Revenue Increased 9% to $141 Million
  *Completed the Sale of Discontinued Coal Cleaning Business

Business Wire

SOUTH JORDAN, Utah -- April 30, 2013

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

Second Quarter Highlights

  *Light building products revenue increased 14%, including the acquisition
    of Kleer Lumber, and 3% excluding the acquisition
  *Heavy construction materials revenue increased 5%
  *Adjusted EBITDA increased to 14%, excluding our non-core energy segment
  *Operating loss and loss from continuing operations improved 39% and 44%,
    respectively
  *Income from discontinued operations was $2.0 million, including $3.1
    million gain on the sale of our coal cleaning assets
  *Repaid $15.3 million of convertible debt, reducing our February 2014 debt
    maturity to $39.8 million and maintained over $63 million of cash on hand

CEO Commentary

“We experienced colder winter weather in 2013 compared to 2012, particularly
in the upper Midwest and Northeast. In spite of more normal winter weather
patterns, both of our operating segments generated organic top line growth in
the quarter," said Kirk A. Benson, Chairman and Chief Executive Officer of
Headwaters. “Additional revenue growth was generated from our acquisition of
Kleer, which performed as expected during the quarter. We are pleased with the
opportunity presented by the acquisition and look forward to further top line
growth through broader distribution of trimboard. Integration of Kleer is
proceeding as planned and many of the expected synergies will be in place in
the June quarter.

“We closed the sale of our remaining coal cleaning assets in January,
eliminating the negative impact on operating cash and we expect to collect as
much as $10 million over the next three quarters to continue the process of
reducing our leverage.

“Although winter weather extended into April in portions of the country, we
are definitely seeing the positive effects of increasing new residential
construction and look forward to a dynamic construction season.”

Second Quarter Summary

Headwaters’ second quarter 2013 revenue increased by 9% to $141.0 million from
$129.6 million for the second quarter of 2012. Revenue from Kleer was
approximately $8.1 million during the quarter. Gross profit increased by 3% to
$32.4 million, compared to $31.6 million in the second quarter of 2012.
Operating loss improved 39% from $(1.8) million in 2012 to $(1.1) million in
2013 and Adjusted EBITDA increased by 14% after excluding Headwaters' non-core
energy segment.

Loss from continuing operations was $(10.3) million, or $(0.14) per diluted
share, for the second quarter of 2013, compared to a loss of $(18.2) million,
or $(0.30) per diluted share, for the second quarter of 2012. Net loss
including discontinued operations was $(8.3) million, or $(0.11) per diluted
share, for the second quarter of 2013, compared to a net loss of $(20.6)
million, or $(0.34) per diluted share, for the second quarter of 2012.

Second Quarter Business Segment Highlights

                             2013         2013         2012
                                                     Adjusted        Adjusted
Business             2013            Adjusted        EBITDA          EBITDA
Segment           Revenue      EBITDA       Margin       Margin
Light Building    $84.8        $11.6        13.7%        15.7%
Products             million         million
Heavy                $54.0           $6.9
Construction      million      million      12.8%        12.5%
Materials
                                                                     
                                                   2013            2012
                    2013            2012            Operating       Operating
Business             Operating       Operating       Income          Income
Segment           Income       Income       Margin       Margin
Light Building    $1.3         $2.1         1.5%         2.8%
Products             million         million
Heavy                $3.7            $2.9
Construction      million      million      6.9%         5.7%
Materials
                                                                     

Six Months Ended March 31, 2013

Our total revenue for the six months ended March 31, 2013 was $290.6 million,
up 9% from $267.1 million for 2012. Gross profit increased 6%, from $66.0
million in 2012 to $69.7 million in 2013. Operating income of $2.6 million in
2012 improved to $4.9 million in 2013, and the loss from continuing operations
decreased from $(31.5) million, or a diluted loss per share of $(0.52) in
2012, to a loss of $(14.2) million, or $(0.21) per diluted share, in 2013. The
net loss including discontinued operations decreased from $(44.3) million, or
a diluted loss per share of $(0.73) in 2012, to a net loss of $(14.1) million,
or $(0.21) 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.

Second quarter 2013 revenues in the light building products segment increased
$10.5 million, or 14%, to $84.8 million. Our stone and block product groups
benefitted from a strong Texas market and strength in new residential
construction, delivering solid growth in the second quarter in spite of more
challenging winter weather conditions. This growth was partially offset by a
decline in revenue from our siding product group, which has more exposure to
the repair and remodel market than to new housing and which was impacted by
poor weather conditions in 2013. The Kleer acquisition added $8.1 million in
revenues to the organic growth.

Quarterly gross profit increased by 5% from $19.7 million to $20.7 million,
although gross margin decreased to 24.4% and operating income declined to $1.3
million from $2.1 million in 2012. Adjusted EBITDA for the second quarter of
2013 was $11.6 million compared to $11.7 million in 2012. The slight decline
in gross margin, operating income and EBITDA is primarily attributable to a
change in revenue mix during the quarter compared to last year. Revenue growth
in our lower margin block products, combined with a decline in revenue in the
higher margin siding products, resulted in a revenue mix that had lower
overall margins in 2013 compared to 2012. As the construction season
progresses and siding revenue increases with warmer weather, we anticipate
that our revenue mix will be more consistent with last year.

On December 31, 2012, we completed the acquisition of the assets of Kleer,
which manufactures high quality cellular PVC products, primarily trim boards,
but also millwork, sheet stock, railing, paneling, and moulding. We began the
integration of Kleer into the operations of our siding group and the
integration process will accelerate in the June quarter. While there will be
some one-time costs associated with the integration, we expect the anticipated
cost savings will be achieved. In addition to the cost savings, we are also
working to drive revenue growth byexpanding Kleer’s distribution footprint
and its geographic penetration beyond its traditional markets.

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.

Second quarter 2013 revenues in the heavy construction materials segment
increased by 5% to $54.0 million, compared to $51.2 million for 2012, due to
new service contracts and net price increases on fly ash sales. Revenue from
existing service contracts was flat during the quarter, and shipments of high
quality fly ash declined compared to last year primarily due to adverse
weather conditions in the Midwest and Northeast. CCP service revenue as a
percent of total segment revenue is normally higher in the December and March
quarters, primarily due to seasonality, and represented approximately 34% of
total revenue for the March 2013 quarter, compared to 28% for the 2012 fiscal
year.

Gross profit increased by 7% to $10.6 million in the second quarter of 2013,
compared to $9.9 million in 2012 and gross margin increased by 50 basis points
to 19.7% in 2013. Operating income was $3.7 million in 2013 compared to $2.9
million in 2012, and Adjusted EBITDA was $6.9 million compared to $6.4
million. The increases in gross profit, operating income, and Adjusted EBITDA
were primarily due to higher revenues and efficiencies achieved in both
operating and transportation activities.

EPA Update

U.S. EPA is proposing a rule regulating wastewater discharges from coal-fueled
power plants, indicating that it may align new water standards with the
proposed fly ash disposal regulations. Although the actions are still in the
proposal stage and more work is required, the EPA indicated that information
under review "could provide strong support for a conclusion that regulation of
[coal combustion products] disposal under RCRA Subtitle D would be adequate."
We are strongly encouraged by the obvious direction taken by the EPA leading
away from a Subtitle C designation.

Also, in April, the U.S. House Subcommittee on Environment and the Economy
held a hearing on draft legislation to establish national standards for the
disposal of fly ash. Legislative language that basically mirrors last year's
Senate bill is expected to be introduced in the House soon. We remain
optimistic that the ultimate outcome of either Congressional action or EPA
regulations will support beneficial use of fly ash.

Energy Technology Segment

For the second quarter of 2013, revenue from continuing operations in our
energy segment was $2.2 million compared to $4.1 million in 2012. Adjusted
EBITDA was $(0.7) million in 2013 compared to $0.2 million in 2012. The
decreases in revenue and Adjusted EBITDA were due primarily to the timing of
shipments to the two refineries which are currently using HCAT to improve
conversion of heavy oil to lighter liquids.

Discontinued Operations

Due to a $3.1 million gain on the sale of our eight remaining coal cleaning
plants in January 2013, we had $2.0 million of income from discontinued
operations for the second quarter of 2013, compared to a loss of $(2.3)
million for the second quarter of 2012. We do not expect any material future
expense associated with the coal cleaning assets.

Proceeds from the sale of our coal cleaning business included approximately
$5.8 million of cash received, and approximately $10.0 million of additional
cash anticipated by the end of calendar 2013, including release of bond
collateral and certain reimbursements.

Income Taxes

For fiscal year 2013, Headwaters currently expects to record income taxes at
an effective rate of approximately 14%, due to state income taxes in certain
jurisdictions and a small amount of federal alternative minimum 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. Headwaters currently has a pre-tax NOL in
the amount of $212.0 million and tax credits of $24.6 million, both of which
can be carried forward for up to 20 years.

Outlook

“We were pleased that our Texas-centered end markets performed well during the
winter quarter, in both commercial and institutional sales. Our manufactured
stone product group also performed well during the winter due to a sustained
rebound in the new residential construction market,” said Don P. Newman,
Headwaters’ Chief Financial Officer. “Unfortunately, the adverse winter
weather conditions did impact our siding product sales in the second quarter.
As we exit the winter months, and overall demand in the repair and remodel
markets improves, we expect continued positive revenue comparisons for the
remainder of the year. Based on the continued strength of the recovery in our
end markets, we are optimistic about the outlook for the remainder of the
year, and believe we will be in the range of our Adjusted EBITDA forecast of
$110 to $125 million.

“We improved our capital structure in the second quarter, reducing our 2014
debt maturity by $15.3 million. Strengthening our capital structure remains a
top strategic priority and we will continue to pursue opportunities to repay
our 2014 maturity before its due date."

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                        Six Months Ended
                       3/31/2012      3/31/2013      3/31/2012      3/31/2013 
Loss from
continuing             $ (18.2     )    $ (10.3     )    $ (31.5     )    $ (14.2     )
operations
Blue Flint              0.3            0.0            6.3            0.0       
Net interest            13.6           11.2           26.0           21.6      
expense
Income taxes            2.7            (1.8      )     3.8            (2.3      )
Depreciation,
amortization, and       13.3           13.6           27.1           26.4      
stock-based
compensation
Restructuring costs     0.8            0.0            2.2            0.0       
Thames bankruptcy       0.0            0.0            1.0            0.0       
Gain on early debt      0.0            0.0            (2.0      )     0.0       
repayments
Kleer
acquisition-related     0.0            0.6            0.0            1.5       
costs and
adjustments
Adjusted EBITDA        $ 12.5          $ 13.3          $ 32.9          $ 33.0      

Adjusted EBITDA by segment
Light building         $ 11.7          $ 11.6          $ 23.0          $ 23.5      
products
Heavy construction      6.4            6.9            19.7           17.7      
materials
Energy technology       0.2            (0.7      )     (1.3      )     0.0       
Corporate               (5.8      )     (4.5      )     (8.5      )     (8.2      )
Adjusted EBITDA        $ 12.5          $ 13.3          $ 32.9          $ 33.0      
                                                                               

Adjusted EBITDA – Light Building Products Segment

(in millions)          Quarter Ended                Six Months Ended
                      3/31/2012    3/31/2013    3/31/2012    3/31/2013
Operating income       $  2.1      $   1.3      $  2.9      $   4.4
Other income             (0.2 )       0.2        (0.2 )       0.2
(expense)
Depreciation,
amortization, and        9.0         9.5        18.1        18.3
stock-based
compensation
Restructuring costs      0.8         0.0        2.2         0.0
Kleer
acquisition-related      0.0         0.6        0.0         0.6
costs and
adjustments
Adjusted EBITDA        $  11.7     $   11.6     $  23.0     $   23.5
                      

Adjusted EBITDA – Heavy Construction Materials Segment

(in millions)     Quarter Ended                Six Months Ended
                 3/31/2012    3/31/2013    3/31/2012    3/31/2013
Operating         $   2.9      $   3.7      $   11.6     $   11.3
income
Depreciation,
amortization,
and                  3.5         3.2         7.1         6.4
stock-based
compensation
Thames               0.0         0.0         1.0         0.0
bankruptcy
Adjusted          $   6.4      $   6.9      $   19.7     $   17.7
EBITDA
                                                        

Adjusted EBITDA – Energy Technology Segment

(in millions)     Quarter Ended                Six Months Ended
                 3/31/2012    3/31/2013    3/31/2012    3/31/2013
Operating         $  (0.7 )    $  (1.2 )    $  (2.7 )    $  (1.1 )
income (loss)
Other income        0.0        0.0        (6.1 )      0.0  
(expense)
Blue Flint          0.3        0.0        6.3        0.0  
Depreciation,
amortization,
and                 0.6        0.5        1.2        1.1  
stock-based
compensation
Adjusted          $  0.2      $  (0.7 )    $  (1.3 )    $  0.0  
EBITDA
                                                        

TTM Adjusted EBITDA – Consolidated

(in millions)                    Twelve Months Ended
                                9/30/2011     9/30/2012    3/31/2013
Loss from continuing             $ (133.9 )    $ (26.5 )    $  (9.2 )
operations
Blue Flint                        (4.7   )     6.3         0.0  
Net interest expense              126.2       52.7        48.3 
Income taxes                      (0.2   )     0.7         (5.4 )
Depreciation, amortization,       57.3        53.2        52.5 
and stock-based compensation
Litigation settlement /           15.0        0.0         0.0  
accrual
Restructuring costs               18.0        2.2         0.0  
Thames bankruptcy                 0.0         1.0         0.0  
Gain on early debt repayments     0.0         (2.4  )      (0.4 )
Write-off of R&D joint            0.0         3.2         3.2  
venture
Kleer acquisition-related         0.0         0.0         1.5  
costs and adjustments
TTM Adjusted EBITDA              $ 77.7       $ 90.4      $  90.5 
                                                           

TTM Adjusted EBITDA by Segment

Light building products         $ 39.6      $ 63.3      $ 63.8  
Heavy construction materials     46.2       54.8       52.7  
Energy technology                2.5        (3.6  )     (2.2  )
Corporate                        (10.6 )     (24.1 )     (23.8 )
TTM Adjusted EBITDA             $ 77.7      $ 90.4      $ 90.5  
                                                         

Liquidity and Long-term Debt

The components of our long-term debt (net of discounts) as of March 31, 2013,
are shown in the following table:

                                                     
                          Amount         Interest      
(in millions)              Outstanding    Rate          Maturity Date
Senior secured notes       $400.0         7.625%        April 2019
Asset based loan                          LIBOR plus    
facility ($70.0 million
limit)                     0.0            2.75%         October 2014
Convertible senior         38.1           2.50%         February 2014
subordinated notes,
net of discounts           49.3           8.75%         February 2016
Total                      $487.4                      
                                                                 

During the March 2013 quarter, we repaid $15.3 million of the 2.50%
convertible notes, recognizing accelerated expense for debt discount and debt
issue costs of approximately $0.8 million. We had $63.6 million of cash on
hand at March 31, 2013 and total liquidity of $108.4 million, which includes
the impact of providing $22.8 million for letters of credit for various
purposes.

Conference Call

Management will host a conference call with a simultaneous web cast today at
11:00 a.m. Eastern, 9:00 a.m. Mountain Time 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.headwaters.com and clicking on the
Investor Relations section. To listen to the live broadcast, please go to the
web site at least fifteen minutes early to register, download, and install any
necessary audio software. There will also be corresponding slides with the
webcast. For those who cannot listen to the live broadcast, an online replay
will be available for 90 days on www.headwaters.com, or a phone replay will be
available through May 7, 2013 by dialing 1-800-406-7325 or 303-590-3030 and
entering the pass code 4615803.

About Headwaters Incorporated

Headwaters Incorporated is improving lives through innovative advancements in
construction materials through application, design, and purpose. Headwaters is
a diversified growth company providing products, technologies and services to
the heavy construction materials, light building products, and energy
technology industries. Through its coal combustion products, building
products, and energy businesses, the Company has been able to improve
sustainability by transforming underutilized resources into valuable products.
www.headwaters.com

Forward Looking Statements

Certain statements contained in this press release are forward-looking
statements within the meaning of federal securities laws and Headwaters
intends that such forward-looking statements be subject to the safe-harbor
created thereby. Forward-looking statements include Headwaters’ expectations
as to the managing and marketing of coal combustion products, the production
and marketing of building materials and products, the licensing of residue
hydrocracking technology and catalyst sales to oil refineries, results from
the sale of coal cleaning assets, the development, commercialization, and
financing of new products and technologies and other strategic business
opportunities and acquisitions, and other information about Headwaters. Such
statements that are not purely historical by nature, including those
statements regarding Headwaters’ future business plans, the operation of
facilities, the availability of feedstocks, anticipated benefits from the sale
of coal cleaning assets, and the marketability of the coal combustion
products, building products and catalysts, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding future events and our future results that are based on current
expectations, estimates, forecasts, and projections about the industries in
which we operate and the beliefs and assumptions of our management. Actual
results may vary materially from such expectations. In some cases, words such
as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,”
“goals,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” or
variations of such words and similar expressions, or the negative of such
terms, may help to identify such forward-looking statements. In addition, any
statements that refer to projections of our future financial performance, our
anticipated growth and trends in our businesses, and other characterizations
of future events or circumstances, are forward-looking. In addition to matters
affecting the coal combustion products, building products, and energy
industries or the economy generally, factors that could cause actual results
to differ from expectations stated in forward-looking statements include,
among others, the factors described in the caption entitled “Risk Factors” in
Item 1A in Headwaters’ Annual Report on Form 10-K for the fiscal year ended
September 30, 2012, Quarterly Reports on Form 10-Q, and other periodic filings
and prospectuses.

Although Headwaters believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that our results of operations will not be adversely
affected by such factors. Unless legally required, we undertake no obligation
to revise or update any forward-looking statements for any reason. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Our internet address is
www.headwaters.com. There we make available, free of charge, our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
any amendments to those reports, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. Our reports
can be accessed through the investor relations section of our web site.


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

                      Quarter Ended March 31,          Six Months Ended March 31,
                         2012           2013              2012            2013
Revenue:                                                                  
Light building           $ 74,311          $ 84,778          $ 147,645          $ 161,466
products
Heavy construction         51,239            54,014            114,377            122,172
materials
Energy technology         4,082        2,196           5,037         6,923    
Total revenue              129,632           140,988           267,059            290,561
                                                                                
Cost of revenue:
Light building             54,613            64,126            109,943            120,627
products
Heavy construction         41,380            43,396            88,478             96,980
materials
Energy technology         2,074        1,055           2,631         3,298    
Total cost of             98,067       108,577         201,052       220,905  
revenue
Gross profit               31,565            32,411            66,007             69,656
                                                                                
Operating
expenses:
Amortization               5,298             5,288             10,803             10,224
Research and               1,616             1,817             3,470              3,423
development
Selling, general           25,692            26,422            46,974             51,093
and administrative
Restructuring             757          0               2,145         0        
costs
Total operating           33,363       33,527          63,392        64,740   
expenses
Operating income           (1,798  )         (1,116  )         2,615              4,916
(loss)
                                                                                
Net interest               (13,527 )         (11,139 )         (25,983  )         (21,611  )
expense
Other income              (173    )     202             (4,310   )     238      
(expense), net
Loss from
continuing                 (15,498 )         (12,053 )         (27,678  )         (16,457  )
operations before
income taxes
                                                                                
Income tax benefit        (2,730  )     1,770           (3,830   )     2,300    
(provision)
Loss from
continuing                 (18,228 )         (10,283 )         (31,508  )         (14,157  )
operations
Income (loss) from
discontinued              (2,330  )     2,023           (12,798  )     25       
operations, net of
income taxes
                                                                                
Net loss                 $ (20,558 )    $ (8,260  )       $ (44,306  )    $ (14,132  )
                                                                                
                                                                                
Basic and diluted
income (loss) per
share:
From continuing          $ (0.30   )       $ (0.14   )       $ (0.52    )       $ (0.21    )
operations
From discontinued         (0.04   )     0.03            (0.21    )     0.00     
operations
                         $ (0.34   )    $ (0.11   )       $ (0.73    )    $ (0.21    )
                                                                                
Weighted average
shares                    60,881       72,710          60,841        67,346   
outstanding--basic
and diluted
                                                                                
                                                                                
Operating income
(loss) by segment:
Light building           $ 2,108           $ 1,335           $ 2,881            $ 4,462
products
Heavy construction         2,870             3,666             11,624             11,273
materials
Energy technology          (706    )         (1,205  )         (2,707   )         (1,123   )
Corporate                 (6,070  )     (4,912  )        (9,183   )     (9,696   )
Total                    $ (1,798  )    $ (1,116  )       $ 2,615        $ 4,916    




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

                                                             September 30,      March 31,
Assets:                                                      2012               2013
Current assets:
Cash and cash                                                $ 53,782           $ 63,613
equivalents
Trade receivables,                                             102,006            73,157
net
Inventories                                                    31,588             45,458
Other                                                         27,320        26,430   
Total current                                                  214,696            208,658
assets
                                                                                
Property, plant                                                159,706            161,771
and equipment, net
Intangible assets,                                             143,911            154,708
net
Goodwill                                                       116,671            132,176
Other assets                                                  45,953        39,124   
Total assets                                                 $ 680,937      $ 696,437  
                                                                                
Liabilities and
Stockholders'
Equity:
Current
liabilities:
Accounts payable                                             $ 17,477           $ 17,967
Accrued                                                        123,691            94,652
liabilities
Current portion of                                            0             38,085   
long-term debt
Total current                                                  141,168            150,704
liabilities
                                                                                
Long-term debt                                                 500,539            449,341
Income taxes                                                   22,079             19,214
Other long-term                                               20,280        15,207   
liabilities
Total liabilities                                             684,066       634,466  
                                                                                
Stockholders'
equity:
Common stock - par                                             61                 73
value
Capital in excess                                              640,047            719,462
of par value
Retained earnings
(accumulated                                                   (643,109 )         (657,241 )
deficit)
Treasury stock                                                (128     )     (323     )
Total
stockholders'                                                 (3,129   )     61,971   
equity
Total liabilities
and stockholders'                                            $ 680,937      $ 696,437  
equity

Contact:

AT THE COMPANY:
Headwaters Incorporated
Sharon Madden
Vice President of Investor Relations
801-984-9400
or
ANALYST CONTACT:
Financial Profiles
Tricia Ross
916-939-7285