Headwaters Incorporated Announces Results for Third Quarter of Fiscal 2013

  Headwaters Incorporated Announces Results for Third Quarter of Fiscal 2013

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

Business Wire

SOUTH JORDAN, Utah -- July 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 third quarter of fiscal 2013.

Third Quarter Highlights

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

CEO Commentary

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

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

Third Quarter Summary

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

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

Third Quarter Business Segment Highlights
                             2013         2013         2012
                                                     Adjusted        Adjusted
Business              2013           Adjusted        EBITDA          EBITDA
Segment            Revenue     EBITDA       Margin       Margin
Light Building     $118.0      $26.0        22.0%        21.3%
Products              million        million
Heavy                 $75.1          $16.1
Construction       million     million      21.4%        20.1%

                                          2013         2012
                    2013            2012            Operating       Operating
Business             Operating       Operating       Income          Income
Segment           Income       Income       Margin       Margin
Light Building    $15.5        $12.0        13.1%        12.4%
Products             million         million
Heavy                $12.8           $11.8
Construction      million      million      17.0%        15.8%

Nine Months Ended June 30, 2013

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

Light Building Products Segment

Headwaters’ light building products segment is a national brand leader in
innovative building products through superior design, manufacturing and
channel distribution. The segment brands and brings to market a wide variety
of building products, including vinyl siding accessories and manufactured
architectural stone.

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

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

Heavy Construction Materials Segment

Headwaters Resources is the largest domestic manager and marketer of coal
combustion products (CCPs), including fly ash. Utilization of these materials
improves performance of concrete and concrete construction products while
creating significant environmental benefits.

Third quarter 2013 revenues in the heavy construction materials segment
increased by 1% to $75.1 million, compared to $74.7 million for 2012. Revenue
from new service contracts and the effect of price increases in 2013 offset
the impact of decreased shipments of high quality fly ash and the loss of a
service contract. The decrease in fly ash shipments was primarily due to
adverse weather conditions, primarily in the upper Midwest and Northeast. CCP
service revenue as a percent of total segment revenue is normally lower in the
June and September quarters, primarily due to seasonality, and represented
approximately 25% of total revenue for the June 2013 quarter, compared to 28%
for the 2012 fiscal year and 33% for the first half of fiscal 2013.

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

EPA Update

We continue to be encouraged by the U.S. EPA statement that the alignment of
new water standards with proposed CCP disposal rules "could provide strong
support for a conclusion that regulation of [coal combustion products] under
RCRA Subtitle D would be adequate." We look forward to the EPA developing
appropriate regulations over the next twelve months consistent with its
current thinking that Subtitle D may be adequate to regulate fly ash disposal.

Recently, the U.S. House of Representatives passed H.R. 2218, the "Coal
Residuals Reuse and Management Act of 2013,” again demonstrating strong
bi-partisan support with 39 Democrats supporting the legislation. We believe
that the House bill adequately protects human health and the environment and
meets all reasonable standards necessary for the safe disposal of coal
combustion products. Importantly, the White House suggested areas in which the
bill could be strengthened, but was otherwise generally supportive of the
legislation. In the next several months, we anticipate that a Senate version
of the House bill will be developed.

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

Energy Technology Segment

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

We believe that there is an opportunity for shareholder value creation in our
remaining energy asset as we add new HCAT customers. HCAT is a proprietary
technology that uses a liquid catalyst precursor to facilitate hydrogen
transfer within the most difficult to upgrade, bottom-of-the-barrel
feedstocks, enabling refiners to increase conversion or throughput, and/or
utilize less expensive opportunity crudes. HCAT is recognized in the industry
as a proven technology based on continued operations at our initial customer
location for over three years. Our customer treats approximately 42,000
barrels per day with HCAT. We are pleased to report the negotiation of two new
HCAT technology agreements in July. Upon completion of trial periods and
client acceptance, the two new agreements could result in the application of
HCAT to an additional 50,000 barrels per day.

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

Discontinued Operations

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

Income Taxes

For fiscal year 2013, Headwaters currently expects to record income taxes at
an effective rate of approximately 18%, due to state income taxes in certain
jurisdictions and a small amount of deferred federal income tax. Headwaters is
not recognizing income tax benefits attributable to its pre-tax net operating
loss (“NOL”) and tax credits because realization is dependent upon future
income from operations. As future income from operations becomes more certain,
it is anticipated that the benefits associated with our NOL and tax credits
will be recorded. Headwaters currently has a pre-tax NOL in the amount of
$201.6 million and unused tax credits of $24.7 million, both of which can be
carried forward for up to 20 years.


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

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

Discussion of EBITDA

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

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

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

Headwaters’ calculations of Adjusted EBITDA and trailing twelve months (TTM)
Adjusted EBITDA are reflected in the following tables. All amounts which
follow are presented on a continuing operations basis and do not include the
results from the discontinued coal cleaning business for any period.
Additionally, due to the sale of our interest in the Blue Flint Ethanol
facility in 2012, Adjusted EBITDA does not include any results for Blue Flint
for any period.

Adjusted EBITDA – Consolidated

(in millions)          Quarter Ended                Nine Months Ended
                      6/30/2012    6/30/2013    6/30/2012    6/30/2013
Income from
continuing             $ 2.0        $ 9.3        $(29.5)      $(4.9)
Blue Flint             0.0          0.0          6.3          0.0
Net interest           16.0         11.1         42.0         32.7
Income taxes           (2.0)        2.9          1.8          0.6
amortization, and      13.0         14.3         40.1         40.7
Restructuring costs    0.0          0.0          2.2          0.0
Thames bankruptcy      0.0          0.0          1.0          0.0
Gain on early debt     (0.3)        0.0          (2.3)        0.0
acquisition-related    0.0          0.3          0.0          1.8
costs and
Adjusted EBITDA        28.7         37.9         61.6         70.9
Effect of incentive
compensation tied      2.3          (0.3)        5.5          4.5
to stock price
Adjusted EBITDA,
after eliminating
effect of incentive    $31.0        $37.6        $ 67.1       $75.4
compensation tied
to stock price
Adjusted EBITDA by                                 
Light building         $20.7        $26.0        $43.7        $49.5
Heavy construction     15.0         16.1         34.7         33.8
Energy technology      (0.6)        0.3          (1.9)        0.3
Corporate              (6.4)        (4.5)        (14.9)       (12.7)
Adjusted EBITDA        $28.7        $37.9        $61.6        $70.9

Adjusted EBITDA – Light Building Products Segment

(in millions)          Quarter Ended                      Nine Months Ended
                       6/30/2012      6/30/2013     6/30/2012      6/30/2013
Operating income       $ 12.0          $ 15.5         $ 14.9          $ 19.9
Other income            (0.2      )     0.0           (0.4      )     0.2
amortization, and       8.9            10.2          27.0           28.5
Restructuring costs     0.0            0.0           2.2            0.0
acquisition-related     0.0            0.3           0.0            0.9
costs and
Adjusted EBITDA        $ 20.7          $ 26.0         $ 43.7          $ 49.5

Adjusted EBITDA – Heavy Construction Materials Segment

(in millions)    Quarter Ended                    Nine Months Ended
                 6/30/2012     6/30/2013     6/30/2012     6/30/2013
Operating        $ 11.8         $ 12.8         $ 23.4         $ 24.1
and               3.2           3.3           10.3          9.7
Thames            0.0           0.0           1.0           0.0
Adjusted         $ 15.0         $ 16.1         $ 34.7         $ 33.8

Adjusted EBITDA – Energy Technology Segment

(in millions)    Quarter Ended                        Nine Months Ended
                 6/30/2012      6/30/2013      6/30/2012      6/30/2013 
Operating        $ (1.2      )    $ (0.3      )    $ (3.9      )    $ (1.4      )
income (loss)
Other income      0.0            0.0            (6.1      )     0.0       
Blue Flint        0.0            0.0            6.3            0.0       
and               0.6            0.6            1.8            1.7       
Adjusted         $ (0.6      )    $ 0.3           $ (1.9      )    $ 0.3       

TTM Adjusted EBITDA – Consolidated

(in millions)          Twelve Months Ended
                       9/30/2011      9/30/2012      6/30/2013 
Loss from
continuing             $ (133.9    )    $ (26.5     )    $ (1.9      )
Blue Flint              (4.7      )     6.3            0.0       
Net interest            126.2          52.7           43.4      
Income taxes            (0.2      )     0.7            (0.5      )
amortization, and       57.3           53.2           53.8      
settlement /            15.0           0.0            0.0       
Restructuring costs     18.0           2.2            0.0       
Thames bankruptcy       0.0            1.0            0.0       
Gain on early debt      0.0            (2.4      )     (0.1      )
Write-off of R&D        0.0            3.2            3.2       
joint venture
acquisition-related     0.0            0.0            1.8       
costs and
TTM Adjusted EBITDA     77.7           90.4           99.7      
Effect of incentive
compensation tied       (1.1      )     12.3           11.3      
to stock price
Adjusted EBITDA,
after eliminating
effect of incentive    $ 76.6          $ 102.7         $ 111.0     
compensation tied
to stock price

TTM Adjusted EBITDA by Segment

Light building products         $ 39.6      $ 63.3      $ 69.1  
Heavy construction materials     46.2       54.8       53.8  
Energy technology                2.5        (3.6  )     (1.3  )
Corporate                        (10.6 )     (24.1 )     (21.9 )
TTM Adjusted EBITDA             $ 77.7      $ 90.4      $ 99.7  

Liquidity and Long-term Debt

The components of our long-term debt (net of discounts) as of June 30, 2013,
are shown in the following table:

(in millions)               Amount          Interest      Maturity
                               Outstanding        Rate             Date
Senior secured notes        $400.0          7.625%        April 2019
Asset based loan                                  LIBOR plus       October
facility ($70.0 million     0.0             2.75%         2014
Convertible senior          15.1            2.50%         February
subordinated notes,                                                2014
net of discounts            49.4            8.75%         February
Total                       $464.5                       

During the June 2013 quarter, we repaid $24.3 million of the 2.50% convertible
notes, recognizing accelerated expense for debt discount and debt issue costs
plus a small premium totaling approximately $1.3 million. We had $40.5 million
of cash on hand at June 30, 2013 and total liquidity of $87.8 million, which
includes the impact of providing $22.7 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 August 6, 2013 by dialing 1-800-406-7325 or 303-590-3030 and
entering the pass code 4632543.

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.

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.

(in thousands, except per-share amounts)

                  Quarter Ended June 30,           Nine Months Ended June 30,
                     2012           2013              2012            2013
Light building       $ 97,164          $ 118,035         $ 244,809          $ 279,501
construction           74,728            75,114            189,105            197,286
Energy                3,729        3,881           8,766         10,804   
Total revenue          175,621           197,030           442,680            487,591
Cost of
Light building         66,558            82,096            176,501            202,723
construction           54,863            54,642            143,341            151,622
Energy                1,842        1,787           4,473         5,085    
Total cost of         123,263      138,525         324,315       359,430  
Gross profit           52,358            58,505            118,365            128,161
Amortization           4,936             5,319             15,739             15,543
Research and           2,280             1,786             5,750              5,209
general and            29,212            28,215            76,186             79,308
Restructuring         0            0               2,145         0        
operating             36,428       35,320          99,820        100,060  
Operating              15,930            23,185            18,545             28,101
Net interest           (15,975 )         (11,111 )         (41,958  )         (32,722  )
Other income          57           24              (4,253   )     262      
(expense), net
Income (loss)
continuing             12                12,098            (27,666  )         (4,359   )
before income
Income tax
benefit               2,030        (2,850  )        (1,800   )     (550     )
Income (loss)
from                   2,042             9,248             (29,466  )         (4,909   )
Income (loss)
discontinued          (15,078 )     1,768           (27,876  )     1,793    
net of income
Net income           $ (13,036 )    $ 11,016         $ (57,342  )    $ (3,116   )
Basic and
diluted income
(loss) per
continuing           $ 0.03            $ 0.13            $ (0.48    )       $ (0.07    )
discontinued          (0.24   )     0.02            (0.46    )     0.02     
                     $ (0.21   )    $ 0.15           $ (0.94    )    $ (0.05    )
average shares
Basic                 60,931       72,892          60,871        69,195   
Diluted               61,425       74,139          60,871        69,195   
income (loss)
by segment:
Light building       $ 12,011          $ 15,509          $ 14,892           $ 19,971
construction           11,766            12,823            23,390             24,096
Energy                 (1,174  )         (339    )         (3,881   )         (1,462   )
Corporate             (6,673  )     (4,808  )        (15,856  )     (14,504  )
Total                $ 15,930      $ 23,185         $ 18,545       $ 28,101   

(in thousands)

                                                         September          June 30,
Assets:                                                  2012               2013
Cash and cash                                            $ 53,782           $ 40,490
receivables,                                               102,006            103,767
Inventories                                                31,588             42,448
Other                                                     27,320        25,071   
Total current                                              214,696            211,776
plant and                                                  159,706            160,347
equipment, net
Intangible                                                 143,911            149,390
assets, net
Goodwill                                                   116,671            132,176
Other assets                                              45,953        38,922   
Total assets                                             $ 680,937      $ 692,611  
Accounts                                                 $ 17,477           $ 18,921
Accrued                                                    123,691            98,236
portion of                                                0             15,090   
long-term debt
Total current                                              141,168            132,247
Long-term debt                                             500,539            449,380
Income taxes                                               22,079             21,292
long-term                                                 20,280        16,104   
Total                                                     684,066       619,023  
Common stock -                                             61                 73
par value
Capital in
excess of par                                              640,047            720,161
earnings                                                   (643,109 )         (646,225 )
Treasury stock                                            (128     )     (421     )
stockholders'                                             (3,129   )     73,588   
and                                                      $ 680,937      $ 692,611  


Sharon Madden
Vice President of Investor Relations
Financial Profiles
Tricia Ross, 916-939-7285
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