Headwaters : Announces Results for 2nd Qtr of Fiscal 2017 (PDF)

N E W S B U L LETIN

FROM:

RE: Headwaters Incorporated 10701 S. River Front Parkway, Suite 300

South Jordan, UT 84095 Phone: (801) 984-9400 NYSE: HW

FOR FURTHER INFORMATION

AT THE COMPANY:

Sharon Madden

Vice President of Investor Relations (801) 984-9400

ANALYST CONTACT:

Tricia Ross Financial Profiles (310) 622-8226

• Revenue Increased 28% to $259 Million

• Operating Income increased 20% to $15 Million

• Adjusted EBITDA increased 62% to $47 Million

• Reaffirm 2017 Adjusted EBITDA Guidance of $235 to $250 Million

• Building products revenue increased 43% and operating income increased 79%, compared to the March 2016 quarter

• Building products Adjusted EBITDA increased 74% over 2016 and Adjusted EBITDA margin increased 360 basis points to 20.2%

• Construction materials revenue increased 13% and operating income increased 11%, compared to the March 2016 quarter

• Construction materials Adjusted EBITDA increased 16% over 2016 and Adjusted EBITDA margin increased 50 basis points to 18.3%

"Headwaters grew Adjusted EBITDA by $18 million or 62% in the quarter, a growth rate that exceeds the upper end of our 2017 guidance and brings our fiscal year-to-date Adjusted EBITDA growth rate up to 28%. Our strong performance allows us to confirm our Adjusted EBITDA guidance range of $235 to $250 million for 2017," said Kirk A. Benson, Chairman and Chief Executive Officer of Headwaters. "We are continuing to work toward the closing of our previously announced transaction with Boral Limited (BLD:ASX), and we are pleased that we are on track to deliver strong earnings potential to Boral.

"Increasing supply of high quality fly ash was one of our 2017 objectives, and we experienced a year-over-year increase of 112,000 tons of high quality ash delivered to customers during the quarter. It is exciting to see our supply increase to meet the demand for ash," continued Mr. Benson. "We opened our new state-of-the-art storage facility in Houston and made progress in several other 2017 initiatives as we continue to focus on increasing fly ash supply.

"Adjusted EBITDA in our Building Products segment increased by 74% year-over-year. Window's margins continue to be accretive, and we completed a small acquisition in Atlanta, further expanding window sales in the Southeast United States. We experienced a very positive quarter in our siding group with double digit top-line growth and margin accretion compared to last year."

Headwaters' second quarter 2017 consolidated revenue increased by 28% to $259.3 million from

$202.3 million for the second quarter of 2016. Gross profit was $70.5 million, compared to $54.9 million in 2016, and operating income was $14.7 million, compared to $12.2 million in 2016. Certain non-routine merger and acquisition-related costs of approximately $9.1 million, primarily related to the Boral transaction, impacted operating income in 2017. Adjusted EBITDA increased by $18.0 million to $47.1 million, or 62% over 2016.

Income from continuing operations was $5.1 million, or $0.06 per diluted share, for the second quarter of 2017, compared to $2.6 million, or $0.03 per diluted share, for the second quarter of 2016. Second quarter adjusted income from continuing operations was $16.1 million, or $0.21 per diluted share in 2017, compared to $6.7 million, or $0.09 per diluted share in 2016. Discontinued operations were immaterial in both 2017 and 2016.

Our total revenue for the six months ended March 31, 2017 was $514.9 million, up 22% from

$420.8 million for 2016. Gross profit increased 18%, from $119.1 million in 2016 to $141.1 million in 2017. Operating income of $37.0 million in 2016 decreased to $34.0 million in 2017, and income from continuing operations of $15.5 million, or diluted income per share of $0.20, decreased to $11.8 million, or $0.15 per diluted share, in 2017. The 2017 results include non- routine merger and acquisition-related costs of approximately $13.5 million, primarily related to the Boral transaction. Discontinued operations were immaterial in both 2017 and 2016.

Adjusted EBITDA increased by $19.7 million or 28%, from $69.3 million to $89.0 million for the six months ended March 31, 2017, as compared to 2016, and Adjusted EPS increased by 30%, from $0.30 in 2016 to $0.39 in 2017.

Headwaters' Building Products segment is a national brand leader in innovative building products through superior design, manufacturing, and channel distribution. The segment markets a wide variety of niche building products, including siding accessories, manufactured architectural stone, specialty roofing products, and windows.

Building Products revenue increased 43%, from $98.1 million in the second quarter of 2016 to

$140.7 million in the second quarter of 2017. Gross profit was $40.9 million compared to $28.5 million in 2016 and operating income was $11.4 million compared to $6.3 million in 2016. Adjusted EBITDA increased 74% to $28.4 million, from $16.3 million in 2016, with a large portion of the growth due to our windows product group which we acquired in late fiscal 2016. In January, we closed a small window acquisition in the Atlanta market, which will further expand our presence in the Southeast United States.

We are finishing the integration of our Metro and Gerard stone-coated metal roofing manufacturing sites and have experienced a 30% increase in manufacturing efficiency since the beginning of the fiscal year. We anticipate continued improvement in roofing performance in the second half of the fiscal year as we reduce fixed costs and optimize manufacturing. Siding revenue increased by 19% during the March 2017 quarter and Adjusted EBITDA margins expanded over 500 basis points to 20% despite cost pressures from rising resin and other costs. Stone continued its growth in the quarter with Adjusted EBITDA margins greater than 20%. Our building products segment completed the quarter with its highest Adjusted EBITDA margin for a March quarter since 2006.

Headwaters 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. Beginning last quarter, we have reported our concrete block group in the construction materials segment. Prior period results have been adjusted to reflect this reporting change.

Second quarter 2017 revenue increased by 13% to $116.0 million, compared to $102.8 million in 2016. The increase in revenue was attributable to organic growth as well as the acquisition of SynMat in March 2016. SynMat had a very positive quarter, growing its top-line revenue over 30% year-over-year, and we continue to be optimistic concerning synthetic gypsum opportunities. Including SynMat, service revenue represented approximately 21% of total segment revenue for the second quarter of 2017, compared to 17% for 2016.

Gross profit was $28.1 million in 2017, compared to $25.5 million in 2016 and operating income was $15.2 million in 2017, compared to $13.7 million in 2016. Adjusted EBITDA increased $3.0 million from $18.3 million in 2016 to $21.3 million in 2017.

We forecasted between 200,000 and 300,000 tons of net fly ash sales in fiscal 2017 from new supply contracts. For the first six months of the fiscal year we shipped over 170,000 tons of high quality fly ash from four previously executed new contracts.

We also anticipated 150,000 to 250,000 tons of new fly ash in fiscal 2017 from storage and reclamation. Construction on our first 2017 storage project was completed in the second quarter and we have commenced shipping tons from that facility. Negotiations are advancing on our second new storage facility, which will be located in New England. Minor modifications were made to our first reclamation project which slowed mobilization of equipment, but we continue to believe that the site will be operational this fiscal year.

We forecasted between 100,000 and 200,000 tons of additional fly ash supply in fiscal 2017 resulting from enhanced utilization. Through the first six months of the fiscal year we have achieved a total of 115,000 tons of high quality ash from enhanced utilization activities. We are currently installing or planning to install our RestoreAir technology at six sites in fiscal 2017. We expect to treat over 250,000 tons of fly ash at those sites when the technology is fully operational.

Our block product group is experiencing strong demand, but shipments were hampered in the second quarter by the number of rain days in the Texas market, slowing construction projects. As the weather improved, shipping volumes increased and inventory levels were reduced. Our new block plant is fully operational and helping to improve overall margins in the block group through efficient manufacturing of more sophisticated high end products.

"We are pleased with the March quarter's financial performance and see potential for a strong second half of fiscal 2017," said Don P. Newman, Headwaters' Chief Financial Officer. "We have significantly improved our fly ash supply situation through new contracts and storage capacity, which should add to sales as we move into the summer construction season. In addition, our building products segment experienced strong revenue and Adjusted EBITDA growth in the March quarter, which is typically our lowest seasonal quarter for sales and profitability.

"At the end of March, our pro forma net debt to Adjusted EBITDA ratio was 3.1 times, and we expect our net debt ratio to be in the range of 2.5 times by the end of fiscal 2017. We anticipate cash flows to be strong in the second half of the year and should position us to reduce debt by an additional $85 million before the end of the calendar year."