x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
58-2086934
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
Identification no.)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Class
|
|
Outstanding at January 25, 2013
|
Common Stock, $0.001 par value
|
|
25,095,788
|
•
|
economic changes nationally or in local markets, including changes in consumer confidence, changes in the level of housing starts, declines in employment levels, inflation and changes in the demand and prices of new homes and resale homes in the market;
|
•
|
a slower economic rebound than anticipated, coupled with persistently high unemployment and additional foreclosures;
|
•
|
estimates related to homes to be delivered in the future (backlog) are imprecise as they are subject to various cancellation risks which cannot be fully controlled;
|
•
|
a substantial increase in mortgage interest rates, increased disruption in the availability of mortgage financing or a change in tax laws regarding the deductibility of mortgage interest;
|
•
|
factors affecting margins such as decreased land values underlying land option agreements, increased land development costs on communities under development or delays or difficulties in implementing initiatives to reduce production and overhead cost structure;
|
•
|
the final outcome of various putative class action lawsuits, multi-party suits and similar proceedings as well as the results of any other litigation or government proceedings and fulfillment of the obligations in the Deferred Prosecution Agreement and consent orders with governmental authorities and other settlement agreements;
|
•
|
our cost of and ability to access capital and otherwise meet our ongoing liquidity needs including the impact of any downgrades of our credit ratings or reductions in our tangible net worth or liquidity levels;
|
•
|
our ability to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing;
|
•
|
estimates related to the potential recoverability of our deferred tax assets;
|
•
|
increased competition or delays in reacting to changing consumer preference in home design;
|
•
|
shortages of or increased prices for labor, land or raw materials used in housing production;
|
•
|
additional asset impairment charges or writedowns;
|
•
|
the impact of construction defect and home warranty claims;
|
•
|
the cost and availability of insurance and surety bonds;
|
•
|
delays in land development or home construction resulting from adverse weather conditions;
|
•
|
potential delays or increased costs in obtaining necessary permits as a result of changes to, or complying with, laws, regulations, or governmental policies and possible penalties for failure to comply with such laws, regulations and governmental policies;
|
•
|
the performance of our unconsolidated entities and our unconsolidated entity partners;
|
•
|
potential exposure related to additional repurchase claims on mortgages and loans originated by Beazer Mortgage Corporation;
|
•
|
effects of changes in accounting policies, standards, guidelines or principles; or
|
•
|
terrorist acts, acts of war and other factors over which the Company has little or no control.
|
|
December 31,
2012 |
|
September 30,
2012 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
396,696
|
|
|
$
|
487,795
|
|
Restricted cash
|
251,455
|
|
|
253,260
|
|
||
Accounts receivable (net of allowance of $2,184 and $2,235, respectively)
|
23,484
|
|
|
24,599
|
|
||
Income tax receivable
|
2,513
|
|
|
6,372
|
|
||
Inventory
|
|
|
|
||||
Owned inventory
|
1,141,691
|
|
|
1,099,132
|
|
||
Land not owned under option agreements
|
9,205
|
|
|
12,420
|
|
||
Total inventory
|
1,150,896
|
|
|
1,111,552
|
|
||
Investments in unconsolidated entities
|
42,029
|
|
|
42,078
|
|
||
Deferred tax assets, net
|
6,924
|
|
|
6,848
|
|
||
Property, plant and equipment, net
|
18,054
|
|
|
18,974
|
|
||
Other assets
|
29,473
|
|
|
30,740
|
|
||
Total assets
|
$
|
1,921,524
|
|
|
$
|
1,982,218
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Trade accounts payable
|
$
|
56,062
|
|
|
$
|
69,268
|
|
Other liabilities
|
122,269
|
|
|
147,718
|
|
||
Obligations related to land not owned under option agreements
|
3,625
|
|
|
4,787
|
|
||
Total debt (net of discounts of $2,944 and $3,082, respectively)
|
1,496,951
|
|
|
1,498,198
|
|
||
Total liabilities
|
1,678,907
|
|
|
1,719,971
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (par value $.01 per share, 5,000,000 shares authorized, no shares issued)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.001 per share, 100,000,000 shares authorized, 24,690,033 and 24,601,830 issued and outstanding, respectively)
|
25
|
|
|
25
|
|
||
Paid-in capital
|
834,752
|
|
|
833,994
|
|
||
Accumulated deficit
|
(592,160
|
)
|
|
(571,772
|
)
|
||
Total stockholders’ equity
|
242,617
|
|
|
262,247
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,921,524
|
|
|
$
|
1,982,218
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Total revenue
|
$
|
246,902
|
|
|
$
|
188,548
|
|
Home construction and land sales expenses
|
210,614
|
|
|
162,776
|
|
||
Inventory impairments and option contract abandonments
|
204
|
|
|
3,503
|
|
||
Gross profit
|
36,084
|
|
|
22,269
|
|
||
Commissions
|
10,642
|
|
|
8,371
|
|
||
General and administrative expenses
|
26,328
|
|
|
28,194
|
|
||
Depreciation and amortization
|
2,715
|
|
|
2,403
|
|
||
Operating loss
|
(3,601
|
)
|
|
(16,699
|
)
|
||
Equity in income (loss) of unconsolidated entities
|
36
|
|
|
(77
|
)
|
||
Other expense, net
|
(15,627
|
)
|
|
(18,273
|
)
|
||
Loss from continuing operations before income taxes
|
(19,192
|
)
|
|
(35,049
|
)
|
||
Benefit from income taxes
|
(253
|
)
|
|
(35,747
|
)
|
||
(Loss) income from continuing operations
|
(18,939
|
)
|
|
698
|
|
||
(Loss) income from discontinued operations, net of tax
|
(1,449
|
)
|
|
41
|
|
||
Net (loss) income
|
$
|
(20,388
|
)
|
|
$
|
739
|
|
Weighted average number of shares:
|
|
|
|
||||
Basic
|
24,294
|
|
|
14,833
|
|
||
Diluted
|
24,294
|
|
|
17,421
|
|
||
(Loss) earnings per share:
|
|
|
|
||||
Basic (loss) earnings per share from continuing operations
|
$
|
(0.78
|
)
|
|
$
|
0.05
|
|
Basic (loss) earnings per share from discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
Basic (loss) earnings per share
|
$
|
(0.84
|
)
|
|
$
|
0.05
|
|
Diluted (loss) earnings per share from continuing operations
|
$
|
(0.78
|
)
|
|
$
|
0.04
|
|
Diluted (loss) earnings per share from discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
Diluted (loss) earnings per share
|
$
|
(0.84
|
)
|
|
$
|
0.04
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(20,388
|
)
|
|
$
|
739
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,715
|
|
|
2,424
|
|
||
Stock-based compensation expense
|
784
|
|
|
1,279
|
|
||
Inventory impairments and option contract abandonments
|
221
|
|
|
3,535
|
|
||
Deferred and other income tax benefit
|
(102
|
)
|
|
(36,065
|
)
|
||
Provision for doubtful accounts
|
(51
|
)
|
|
3
|
|
||
Equity in (income) loss of unconsolidated entities
|
(36
|
)
|
|
106
|
|
||
Cash distributions of income from unconsolidated entities
|
200
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Decrease in accounts receivable
|
1,166
|
|
|
333
|
|
||
Decrease in income tax receivable
|
3,859
|
|
|
1,742
|
|
||
(Increase) decrease in inventory
|
(38,703
|
)
|
|
12,097
|
|
||
Decrease in other assets
|
1,093
|
|
|
1,485
|
|
||
Decrease in trade accounts payable
|
(13,206
|
)
|
|
(26,300
|
)
|
||
Decrease in other liabilities
|
(24,982
|
)
|
|
(32,448
|
)
|
||
Other changes
|
(23
|
)
|
|
(17
|
)
|
||
Net cash used in operating activities
|
(87,453
|
)
|
|
(71,087
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(1,772
|
)
|
|
(8,636
|
)
|
||
Investments in unconsolidated entities
|
(115
|
)
|
|
(477
|
)
|
||
Increases in restricted cash
|
(278
|
)
|
|
(672
|
)
|
||
Decreases in restricted cash
|
2,083
|
|
|
489
|
|
||
Net cash used in investing activities
|
(82
|
)
|
|
(9,296
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of debt
|
(1,902
|
)
|
|
(1,522
|
)
|
||
Debt issuance costs
|
(1,136
|
)
|
|
(97
|
)
|
||
Settlement of unconsolidated entity debt obligation
|
(500
|
)
|
|
(15,862
|
)
|
||
Payments for other financing activities
|
(26
|
)
|
|
(15
|
)
|
||
Net cash used in financing activities
|
(3,564
|
)
|
|
(17,496
|
)
|
||
Decrease in cash and cash equivalents
|
(91,099
|
)
|
|
(97,879
|
)
|
||
Cash and cash equivalents at beginning of period
|
487,795
|
|
|
370,403
|
|
||
Cash and cash equivalents at end of period
|
$
|
396,696
|
|
|
$
|
272,524
|
|
(In thousands)
|
December 31, 2012
|
|
September 30, 2012
|
||||
Income tax liabilities
|
$
|
22,160
|
|
|
$
|
22,225
|
|
Accrued warranty expenses
|
14,342
|
|
|
15,477
|
|
||
Accrued interest
|
16,097
|
|
|
28,673
|
|
||
Accrued and deferred compensation
|
13,812
|
|
|
24,612
|
|
||
Customer deposits
|
9,706
|
|
|
8,830
|
|
||
Other
|
46,152
|
|
|
47,901
|
|
||
Total
|
$
|
122,269
|
|
|
$
|
147,718
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Supplemental disclosure of non-cash activity:
|
|
|
|
||||
(Decrease) increase in obligations related to land not owned under option agreements
|
$
|
(1,162
|
)
|
|
$
|
1,485
|
|
Decrease in future land purchase rights
|
—
|
|
|
(11,651
|
)
|
||
Contribution of future land purchase rights to unconsolidated entities
|
—
|
|
|
11,651
|
|
||
Supplemental disclosure of cash activity:
|
|
|
|
||||
Interest payments
|
39,024
|
|
|
50,733
|
|
||
Income tax payments
|
15
|
|
|
179
|
|
||
Tax refunds received
|
3,925
|
|
|
1,966
|
|
(In thousands)
|
December 31, 2012
|
|
September 30, 2012
|
||||
Beazer’s investment in unconsolidated entities
|
$
|
42,029
|
|
|
$
|
42,078
|
|
Total equity of unconsolidated entity
|
443,526
|
|
|
383,482
|
|
||
Total outstanding borrowings of unconsolidated entities
|
64,281
|
|
|
64,912
|
|
||
Beazer’s estimate of its maximum exposure to our repayment guarantees
|
—
|
|
|
696
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Continuing operations:
|
|
|
|
||||
Income (loss) from unconsolidated entity activity
|
$
|
36
|
|
|
$
|
(77
|
)
|
Impairment of unconsolidated entity investment
|
—
|
|
|
—
|
|
||
Equity in income (loss) of unconsolidated entities - continuing operations
|
$
|
36
|
|
|
$
|
(77
|
)
|
Reported in loss from discontinued operations, net of tax:
|
|
|
|
||||
Loss from unconsolidated entity activity
|
$
|
—
|
|
|
$
|
—
|
|
Impairment of unconsolidated entity investment
|
—
|
|
|
(29
|
)
|
||
Equity in loss of unconsolidated entities - discontinued operations
|
$
|
—
|
|
|
$
|
(29
|
)
|
(In thousands)
|
December 31, 2012
|
|
September 30, 2012
|
||||
Homes under construction
|
$
|
261,062
|
|
|
$
|
251,828
|
|
Development projects in progress
|
422,262
|
|
|
391,019
|
|
||
Land held for future development
|
367,245
|
|
|
367,102
|
|
||
Land held for sale
|
8,576
|
|
|
10,149
|
|
||
Capitalized interest
|
41,922
|
|
|
38,190
|
|
||
Model homes
|
40,624
|
|
|
40,844
|
|
||
Total owned inventory
|
$
|
1,141,691
|
|
|
$
|
1,099,132
|
|
(In thousands)
|
Projects in
Progress
|
|
Held for Future
Development
|
|
Land Held
for Sale
|
|
Total Owned
Inventory
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
273,964
|
|
|
$
|
318,350
|
|
|
$
|
2,553
|
|
|
$
|
594,867
|
|
East Segment
|
274,709
|
|
|
25,274
|
|
|
3,326
|
|
|
303,309
|
|
||||
Southeast Segment
|
150,685
|
|
|
23,621
|
|
|
75
|
|
|
174,381
|
|
||||
Unallocated & Other
|
66,512
|
|
|
—
|
|
|
2,622
|
|
|
69,134
|
|
||||
Total
|
$
|
765,870
|
|
|
$
|
367,245
|
|
|
$
|
8,576
|
|
|
$
|
1,141,691
|
|
September 30, 2012
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
261,239
|
|
|
$
|
318,351
|
|
|
$
|
2,553
|
|
|
$
|
582,143
|
|
East Segment
|
279,954
|
|
|
25,130
|
|
|
3,204
|
|
|
308,288
|
|
||||
Southeast Segment
|
118,853
|
|
|
23,621
|
|
|
1,675
|
|
|
144,149
|
|
||||
Unallocated & Other
|
61,835
|
|
|
—
|
|
|
2,717
|
|
|
64,552
|
|
||||
Total
|
$
|
721,881
|
|
|
$
|
367,102
|
|
|
$
|
10,149
|
|
|
$
|
1,099,132
|
|
($ in thousands)
|
|
|
Undiscounted Cash Flow Analyses Prepared
|
|||||||||
Segment
|
# of
Communities
on Watch List
|
|
# of
Communities
|
|
Pre-analysis
Book Value
(BV)
|
|
Aggregate
Undiscounted
Cash Flow as a
% of BV
|
|||||
Quarter Ended December 31, 2012
|
|
|
|
|
|
|
|
|||||
West
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
n/a
|
|
East
|
3
|
|
|
3
|
|
|
9,588
|
|
|
107.0
|
%
|
|
Southeast
|
1
|
|
|
1
|
|
|
5,257
|
|
|
128.6
|
%
|
|
Unallocated
|
—
|
|
|
—
|
|
|
752
|
|
|
n/a
|
|
|
Total
|
4
|
|
|
4
|
|
|
$
|
15,597
|
|
|
114.0
|
%
|
Quarter Ended December 31, 2011
|
|
|
|
|
|
|
|
|||||
West
|
7
|
|
|
4
|
|
|
$
|
15,543
|
|
|
96.7
|
%
|
East
|
4
|
|
|
1
|
|
|
1,711
|
|
|
100.8
|
%
|
|
Southeast
|
2
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
Unallocated
|
—
|
|
|
—
|
|
|
2,044
|
|
|
n/a
|
|
|
Total
|
13
|
|
|
5
|
|
|
$
|
19,298
|
|
|
97.4
|
%
|
($ in thousands)
|
Communities Impaired As a Result of Discounted Cash
Flow Analyses Prepared |
||||||||||||
Segment
|
# of
Communities
Impaired
|
|
# of Lots
Impaired
|
|
Impairment
Charge
|
|
Estimated Fair
Value of
Impaired
Inventory at
Period End
|
||||||
Quarter Ended December 31, 2011
|
|
|
|
|
|
|
|||||||
West
|
1
|
|
|
51
|
|
|
$
|
1,996
|
|
|
$
|
6,377
|
|
East
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Unallocated
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Continuing Operations
|
1
|
|
|
51
|
|
|
$
|
1,996
|
|
|
$
|
6,377
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
1
|
|
|
51
|
|
|
$
|
1,996
|
|
|
$
|
6,377
|
|
|
Quarter Ended December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Development projects and homes in process (Held for Development)
|
|
|
|
||||
West
|
$
|
46
|
|
|
$
|
1,996
|
|
East
|
13
|
|
|
122
|
|
||
Southeast
|
—
|
|
|
118
|
|
||
Unallocated
|
—
|
|
|
48
|
|
||
Subtotal
|
$
|
59
|
|
|
$
|
2,284
|
|
Land Held for Sale
|
|
|
|
||||
West
|
$
|
—
|
|
|
$
|
—
|
|
East
|
—
|
|
|
—
|
|
||
Southeast
|
—
|
|
|
208
|
|
||
Subtotal
|
$
|
—
|
|
|
$
|
208
|
|
Lot Option Abandonments
|
|
|
|
||||
West
|
$
|
74
|
|
|
$
|
2
|
|
East
|
22
|
|
|
474
|
|
||
Southeast
|
49
|
|
|
534
|
|
||
Unallocated
|
—
|
|
|
1
|
|
||
Subtotal
|
$
|
145
|
|
|
$
|
1,011
|
|
Continuing Operations
|
$
|
204
|
|
|
$
|
3,503
|
|
Discontinued Operations
|
|
|
|
||||
Held for Development
|
$
|
—
|
|
|
$
|
16
|
|
Land Held for Sale
|
17
|
|
|
—
|
|
||
Lot Option Abandonments
|
—
|
|
|
16
|
|
||
Subtotal
|
$
|
17
|
|
|
$
|
32
|
|
Total Company
|
$
|
221
|
|
|
$
|
3,535
|
|
(In thousands)
|
Deposits &
Non-refundable
Preacquisition
Costs Incurred
|
|
Remaining
Obligation
|
|
Land Not Owned -
Under Option
Agreements
|
||||||
As of December 31, 2012
|
|
|
|
|
|
||||||
Consolidated VIEs
|
$
|
5,289
|
|
|
$
|
2,650
|
|
|
$
|
7,939
|
|
Other consolidated lot option agreements (a)
|
291
|
|
|
975
|
|
|
1,266
|
|
|||
Unconsolidated lot option agreements
|
18,812
|
|
|
209,401
|
|
|
—
|
|
|||
Total lot option agreements
|
$
|
24,392
|
|
|
$
|
213,026
|
|
|
$
|
9,205
|
|
As of September 30, 2012
|
|
|
|
|
|
||||||
Consolidated VIEs
|
$
|
7,203
|
|
|
$
|
3,346
|
|
|
$
|
10,549
|
|
Other consolidated lot option agreements (a)
|
430
|
|
|
1,441
|
|
|
1,871
|
|
|||
Unconsolidated lot option agreements
|
17,290
|
|
|
193,711
|
|
|
—
|
|
|||
Total lot option agreements
|
$
|
24,923
|
|
|
$
|
198,498
|
|
|
$
|
12,420
|
|
(a)
|
Represents lot option agreements with non-VIE entities that we have deemed to be “financing arrangements” pursuant to ASC 470-40,
Product Financing Arrangements
.
|
|
Quarter Ended December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Capitalized interest in inventory, beginning of period
|
$
|
38,190
|
|
|
$
|
45,973
|
|
Interest incurred
|
28,418
|
|
|
32,525
|
|
||
Capitalized interest impaired
|
—
|
|
|
(28
|
)
|
||
Interest expense not qualified for capitalization and included as other expense
|
(16,211
|
)
|
|
(19,117
|
)
|
||
Capitalized interest amortized to house construction and land sales expenses
|
(8,475
|
)
|
|
(12,843
|
)
|
||
Capitalized interest in inventory, end of period
|
$
|
41,922
|
|
|
$
|
46,510
|
|
|
Quarter Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Diluted:
|
|
|
|
||||
(Loss) income from continuing operations
|
$
|
(18,939
|
)
|
|
$
|
698
|
|
(Loss) Income from discontinued operations, net of tax
|
(1,449
|
)
|
|
41
|
|
||
Net (loss) income
|
$
|
(20,388
|
)
|
|
$
|
739
|
|
|
|
|
|
||||
Weighted average number of shares outstanding - basic
|
24,294
|
|
|
14,833
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Shares issuable upon vesting of performance-based restricted stock
|
—
|
|
|
6
|
|
||
Shares issuable upon conversion of TEU prepaid stock purchase contracts
|
—
|
|
|
2,582
|
|
||
Weighted average number of shares outstanding-diluted
|
24,294
|
|
|
17,421
|
|
||
|
|
|
|
||||
Diluted (loss) earnings per share from continuing operations
|
$
|
(0.78
|
)
|
|
$
|
0.04
|
|
Diluted (loss) earnings per share from discontinued operations
|
(0.06
|
)
|
|
—
|
|
||
Diluted (loss) earnings per share
|
$
|
(0.84
|
)
|
|
$
|
0.04
|
|
(In thousands)
|
Maturity Date
|
|
December 31, 2012
|
|
September 30, 2012
|
||||
6 7/8% Senior Notes
|
July 2015
|
|
$
|
172,454
|
|
|
$
|
172,454
|
|
8 1/8% Senior Notes
|
June 2016
|
|
172,879
|
|
|
172,879
|
|
||
6 5/8% Senior Secured Notes
|
April 2018
|
|
300,000
|
|
|
300,000
|
|
||
9 1/8% Senior Notes
|
June 2018
|
|
300,000
|
|
|
300,000
|
|
||
9 1/8% Senior Notes
|
May 2019
|
|
235,000
|
|
|
235,000
|
|
||
TEU Senior Amortizing Notes
|
August 2013
|
|
239
|
|
|
316
|
|
||
TEU Senior Amortizing Notes
|
August 2015
|
|
21,716
|
|
|
23,500
|
|
||
Unamortized debt discounts
|
|
|
(2,944
|
)
|
|
(3,082
|
)
|
||
Total Senior Notes, net
|
|
|
1,199,344
|
|
|
1,201,067
|
|
||
Mandatory Convertible Subordinated Notes
|
January 2013
|
|
9,402
|
|
|
9,402
|
|
||
Junior subordinated notes
|
July 2036
|
|
52,120
|
|
|
51,603
|
|
||
Cash Secured Loan
|
November 2017
|
|
227,368
|
|
|
227,368
|
|
||
Other secured notes payable
|
Various Dates
|
|
8,717
|
|
|
8,758
|
|
||
Total debt, net
|
|
|
$
|
1,496,951
|
|
|
$
|
1,498,198
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Balance at beginning of period
|
$
|
15,477
|
|
|
$
|
17,916
|
|
Accruals for warranties issued
|
1,428
|
|
|
1,487
|
|
||
Changes in liability related to warranties existing in prior periods
|
(1,302
|
)
|
|
(107
|
)
|
||
Payments made
|
(1,261
|
)
|
|
(1,882
|
)
|
||
Balance at end of period
|
$
|
14,342
|
|
|
$
|
17,414
|
|
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
Three Months Ended December 31, 2012
|
|
|
|
|
|
|
|
||||
Development projects in progress
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Land held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Three Months Ended December 31, 2011
|
|
|
|
|
|
|
|
||||
Development projects in progress
|
—
|
|
|
—
|
|
|
6,377
|
|
|
6,377
|
|
Land held for sale
|
—
|
|
|
—
|
|
|
1,600
|
|
|
1,600
|
|
(In thousands)
|
As of December 31, 2012
|
|
As of September 30, 2012
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Senior Notes
|
$
|
1,199,344
|
|
|
$
|
1,259,773
|
|
|
$
|
1,201,067
|
|
|
$
|
1,228,745
|
|
Mandatory Convertible Subordinated Notes
|
9,402
|
|
|
6,890
|
|
|
9,402
|
|
|
7,465
|
|
||||
Junior Subordinated Notes
|
52,120
|
|
|
52,120
|
|
|
51,603
|
|
|
51,603
|
|
||||
|
$
|
1,260,866
|
|
|
$
|
1,318,783
|
|
|
$
|
1,262,072
|
|
|
$
|
1,287,813
|
|
Expected life of options
|
5.0 years
|
|
|
Expected volatility
|
46.15
|
%
|
|
Expected discrete dividends
|
—
|
|
|
Weighted average risk-free interest rate
|
0.63
|
%
|
|
Weighted average fair value
|
$
|
5.39
|
|
|
Three Months Ended
|
|||||
|
December 31, 2012
|
|||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|||
Outstanding at beginning of period
|
429,965
|
|
|
$
|
40.80
|
|
Granted
|
155,565
|
|
|
13.33
|
|
|
Expired
|
(1,703
|
)
|
|
104.19
|
|
|
Forfeited
|
(1,970
|
)
|
|
19.08
|
|
|
Outstanding at end of period
|
581,857
|
|
|
$
|
33.35
|
|
Exercisable at end of period
|
301,795
|
|
|
$
|
50.33
|
|
Vested or expected to vest in the future
|
580,353
|
|
|
$
|
33.39
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Revenue
|
|
|
|
||||
West
|
$
|
110,126
|
|
|
$
|
70,777
|
|
East
|
96,539
|
|
|
81,818
|
|
||
Southeast
|
40,237
|
|
|
35,568
|
|
||
Pre-Owned
|
—
|
|
|
385
|
|
||
Continuing Operations
|
$
|
246,902
|
|
|
$
|
188,548
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Operating income/(loss)
|
|
|
|
||||
West
|
$
|
8,358
|
|
|
$
|
(591
|
)
|
East
|
6,188
|
|
|
806
|
|
||
Southeast
|
2,330
|
|
|
785
|
|
||
Pre-Owned
|
—
|
|
|
(138
|
)
|
||
Segment total
|
16,876
|
|
|
862
|
|
||
Corporate and unallocated (a)
|
(20,477
|
)
|
|
(17,561
|
)
|
||
Total operating loss
|
(3,601
|
)
|
|
(16,699
|
)
|
||
Equity in income (loss) of unconsolidated entities
|
36
|
|
|
(77
|
)
|
||
Other expense, net
|
(15,627
|
)
|
|
(18,273
|
)
|
||
Loss from continuing operations before income taxes
|
$
|
(19,192
|
)
|
|
$
|
(35,049
|
)
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Depreciation and amortization
|
|
|
|
||||
West
|
$
|
1,022
|
|
|
$
|
780
|
|
East
|
683
|
|
|
505
|
|
||
Southeast
|
318
|
|
|
339
|
|
||
Pre-Owned
|
—
|
|
|
119
|
|
||
Segment total
|
2,023
|
|
|
1,743
|
|
||
Corporate and unallocated (a)
|
692
|
|
|
660
|
|
||
Continuing Operations
|
$
|
2,715
|
|
|
$
|
2,403
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Capital Expenditures
|
|
|
|
||||
West
|
$
|
815
|
|
|
$
|
675
|
|
East
|
231
|
|
|
815
|
|
||
Southeast
|
24
|
|
|
626
|
|
||
Pre-Owned (b)
|
—
|
|
|
6,375
|
|
||
Corporate and unallocated
|
702
|
|
|
145
|
|
||
Consolidated total
|
$
|
1,772
|
|
|
$
|
8,636
|
|
(In thousands)
|
December 31, 2012
|
|
September 30, 2012
|
||||
Assets
|
|
|
|
||||
West
|
$
|
625,347
|
|
|
$
|
618,805
|
|
East
|
315,499
|
|
|
320,404
|
|
||
Southeast
|
186,652
|
|
|
160,868
|
|
||
Corporate and unallocated (c)
|
794,026
|
|
|
882,141
|
|
||
Consolidated total
|
$
|
1,921,524
|
|
|
$
|
1,982,218
|
|
(a)
|
Corporate and unallocated includes amortization of capitalized interest and numerous shared services functions that benefit all segments, the costs of which are not allocated to the operating segments reported above including information technology, national sourcing and purchasing, treasury, corporate finance, legal, branding and other national marketing costs.
|
(b)
|
Capital expenditures represent the purchase of previously owned homes during the quarter ended
December 31, 2011
.
|
(c)
|
Primarily consists of cash and cash equivalents, consolidated inventory not owned, deferred taxes, capitalized interest and other items that are not allocated to the segments.
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
398,678
|
|
|
$
|
931
|
|
|
$
|
599
|
|
|
$
|
(3,512
|
)
|
|
$
|
396,696
|
|
Restricted cash
|
251,074
|
|
|
381
|
|
|
—
|
|
|
—
|
|
|
251,455
|
|
|||||
Accounts receivable (net of allowance of $2,184)
|
—
|
|
|
23,480
|
|
|
4
|
|
|
—
|
|
|
23,484
|
|
|||||
Income tax receivable
|
2,513
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,513
|
|
|||||
Owned inventory
|
—
|
|
|
1,141,691
|
|
|
—
|
|
|
—
|
|
|
1,141,691
|
|
|||||
Consolidated inventory not owned
|
—
|
|
|
9,205
|
|
|
—
|
|
|
—
|
|
|
9,205
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
41,256
|
|
|
—
|
|
|
—
|
|
|
42,029
|
|
|||||
Deferred tax assets, net
|
6,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,924
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
18,054
|
|
|
—
|
|
|
—
|
|
|
18,054
|
|
|||||
Investments in subsidiaries
|
66,746
|
|
|
—
|
|
|
—
|
|
|
(66,746
|
)
|
|
—
|
|
|||||
Intercompany
|
1,020,717
|
|
|
—
|
|
|
2,862
|
|
|
(1,023,579
|
)
|
|
—
|
|
|||||
Other assets
|
21,132
|
|
|
6,781
|
|
|
1,560
|
|
|
—
|
|
|
29,473
|
|
|||||
Total assets
|
$
|
1,768,557
|
|
|
$
|
1,241,779
|
|
|
$
|
5,025
|
|
|
$
|
(1,093,837
|
)
|
|
$
|
1,921,524
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
56,062
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,062
|
|
Other liabilities
|
36,613
|
|
|
83,869
|
|
|
1,787
|
|
|
—
|
|
|
122,269
|
|
|||||
Intercompany
|
1,093
|
|
|
1,025,998
|
|
|
—
|
|
|
(1,027,091
|
)
|
|
—
|
|
|||||
Obligations related to land not owned under option agreements
|
—
|
|
|
3,625
|
|
|
—
|
|
|
—
|
|
|
3,625
|
|
|||||
Total debt (net of discounts of $2,944)
|
1,488,234
|
|
|
8,717
|
|
|
—
|
|
|
—
|
|
|
1,496,951
|
|
|||||
Total liabilities
|
1,525,940
|
|
|
1,178,271
|
|
|
1,787
|
|
|
$
|
(1,027,091
|
)
|
|
1,678,907
|
|
||||
Stockholders’ equity
|
242,617
|
|
|
63,508
|
|
|
3,238
|
|
|
(66,746
|
)
|
|
242,617
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,768,557
|
|
|
$
|
1,241,779
|
|
|
$
|
5,025
|
|
|
$
|
(1,093,837
|
)
|
|
$
|
1,921,524
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
481,394
|
|
|
$
|
8,215
|
|
|
$
|
646
|
|
|
$
|
(2,460
|
)
|
|
$
|
487,795
|
|
Restricted cash
|
252,900
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|
253,260
|
|
|||||
Accounts receivable (net of allowance of $2,235)
|
—
|
|
|
24,594
|
|
|
5
|
|
|
—
|
|
|
24,599
|
|
|||||
Income tax receivable
|
6,372
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,372
|
|
|||||
Owned inventory
|
—
|
|
|
1,099,132
|
|
|
—
|
|
|
—
|
|
|
1,099,132
|
|
|||||
Consolidated inventory not owned
|
—
|
|
|
12,420
|
|
|
—
|
|
|
—
|
|
|
12,420
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
41,305
|
|
|
—
|
|
|
—
|
|
|
42,078
|
|
|||||
Deferred tax assets, net
|
6,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,848
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
18,974
|
|
|
—
|
|
|
—
|
|
|
18,974
|
|
|||||
Investments in subsidiaries
|
63,120
|
|
|
—
|
|
|
—
|
|
|
(63,120
|
)
|
|
—
|
|
|||||
Intercompany
|
969,425
|
|
|
—
|
|
|
3,001
|
|
|
(972,426
|
)
|
|
—
|
|
|||||
Other assets
|
21,307
|
|
|
7,783
|
|
|
1,650
|
|
|
—
|
|
|
30,740
|
|
|||||
Total assets
|
$
|
1,802,139
|
|
|
$
|
1,212,783
|
|
|
$
|
5,302
|
|
|
$
|
(1,038,006
|
)
|
|
$
|
1,982,218
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
69,268
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,268
|
|
Other liabilities
|
49,354
|
|
|
96,389
|
|
|
1,975
|
|
|
—
|
|
|
147,718
|
|
|||||
Intercompany
|
1,098
|
|
|
973,788
|
|
|
—
|
|
|
(974,886
|
)
|
|
—
|
|
|||||
Obligations related to land not owned under option agreements
|
—
|
|
|
4,787
|
|
|
—
|
|
|
—
|
|
|
4,787
|
|
|||||
Total debt (net of discounts of $3,082)
|
1,489,440
|
|
|
8,758
|
|
|
—
|
|
|
—
|
|
|
1,498,198
|
|
|||||
Total liabilities
|
1,539,892
|
|
|
1,152,990
|
|
|
1,975
|
|
|
$
|
(974,886
|
)
|
|
1,719,971
|
|
||||
Stockholders’ equity
|
262,247
|
|
|
59,793
|
|
|
3,327
|
|
|
(63,120
|
)
|
|
262,247
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,802,139
|
|
|
$
|
1,212,783
|
|
|
$
|
5,302
|
|
|
$
|
(1,038,006
|
)
|
|
$
|
1,982,218
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Three Months Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
246,902
|
|
|
$
|
217
|
|
|
$
|
(217
|
)
|
|
$
|
246,902
|
|
Home construction and land sales expenses
|
8,475
|
|
|
202,356
|
|
|
—
|
|
|
(217
|
)
|
|
210,614
|
|
|||||
Inventory impairments and option contract abandonments
|
—
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|||||
Gross (loss) profit
|
(8,475
|
)
|
|
44,342
|
|
|
217
|
|
|
—
|
|
|
36,084
|
|
|||||
Commissions
|
—
|
|
|
10,642
|
|
|
—
|
|
|
—
|
|
|
10,642
|
|
|||||
General and administrative expenses
|
—
|
|
|
26,301
|
|
|
27
|
|
|
—
|
|
|
26,328
|
|
|||||
Depreciation and amortization
|
—
|
|
|
2,715
|
|
|
—
|
|
|
—
|
|
|
2,715
|
|
|||||
Operating (loss) income
|
(8,475
|
)
|
|
4,684
|
|
|
190
|
|
|
—
|
|
|
(3,601
|
)
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||
Other (expense) income, net
|
(16,211
|
)
|
|
580
|
|
|
4
|
|
|
—
|
|
|
(15,627
|
)
|
|||||
(Loss) income before income taxes
|
(24,686
|
)
|
|
5,300
|
|
|
194
|
|
|
—
|
|
|
(19,192
|
)
|
|||||
(Benefit from) provision for income taxes
|
(437
|
)
|
|
94
|
|
|
90
|
|
|
—
|
|
|
(253
|
)
|
|||||
Equity in loss of subsidiaries
|
5,310
|
|
|
—
|
|
|
—
|
|
|
(5,310
|
)
|
|
—
|
|
|||||
(Loss) income from continuing operations
|
(18,939
|
)
|
|
5,206
|
|
|
104
|
|
|
(5,310
|
)
|
|
(18,939
|
)
|
|||||
(Loss) income from discontinued operations
|
—
|
|
|
(1,491
|
)
|
|
42
|
|
|
—
|
|
|
(1,449
|
)
|
|||||
Equity in (loss) income of subsidiaries
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|
1,449
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(20,388
|
)
|
|
$
|
3,715
|
|
|
$
|
146
|
|
|
$
|
(3,861
|
)
|
|
$
|
(20,388
|
)
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Three Months Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
188,548
|
|
|
$
|
220
|
|
|
$
|
(220
|
)
|
|
$
|
188,548
|
|
Home construction and land sales expenses
|
12,843
|
|
|
150,153
|
|
|
—
|
|
|
(220
|
)
|
|
162,776
|
|
|||||
Inventory impairments and option contract abandonments
|
28
|
|
|
3,475
|
|
|
—
|
|
|
—
|
|
|
3,503
|
|
|||||
Gross (loss) profit
|
(12,871
|
)
|
|
34,920
|
|
|
220
|
|
|
—
|
|
|
22,269
|
|
|||||
Commissions
|
—
|
|
|
8,371
|
|
|
—
|
|
|
—
|
|
|
8,371
|
|
|||||
General and administrative expenses
|
—
|
|
|
28,166
|
|
|
28
|
|
|
—
|
|
|
28,194
|
|
|||||
Depreciation and amortization
|
—
|
|
|
2,403
|
|
|
—
|
|
|
—
|
|
|
2,403
|
|
|||||
Operating (loss) income
|
(12,871
|
)
|
|
(4,020
|
)
|
|
192
|
|
|
—
|
|
|
(16,699
|
)
|
|||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||||
Other (expense) income, net
|
(19,117
|
)
|
|
834
|
|
|
10
|
|
|
—
|
|
|
(18,273
|
)
|
|||||
(Loss) income before income taxes
|
(31,988
|
)
|
|
(3,263
|
)
|
|
202
|
|
|
—
|
|
|
(35,049
|
)
|
|||||
(Benefit from) provision for income taxes
|
(12,434
|
)
|
|
(23,383
|
)
|
|
70
|
|
|
—
|
|
|
(35,747
|
)
|
|||||
Equity in income of subsidiaries
|
20,252
|
|
|
—
|
|
|
—
|
|
|
(20,252
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
698
|
|
|
20,120
|
|
|
132
|
|
|
(20,252
|
)
|
|
698
|
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
44
|
|
|
(3
|
)
|
|
—
|
|
|
41
|
|
|||||
Equity in income of subsidiaries
|
41
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|||||
Net income
|
$
|
739
|
|
|
$
|
20,164
|
|
|
$
|
129
|
|
|
$
|
(20,293
|
)
|
|
$
|
739
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
For the three months ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
315
|
|
|
$
|
(87,817
|
)
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
(87,453
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(1,772
|
)
|
|
—
|
|
|
—
|
|
|
(1,772
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|||||
Increases in restricted cash
|
(132
|
)
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
(278
|
)
|
|||||
Decreases in restricted cash
|
1,958
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
2,083
|
|
|||||
Net cash provided by (used in) investing activities
|
1,826
|
|
|
(1,908
|
)
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(1,861
|
)
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(1,902
|
)
|
|||||
Settlement of unconsolidated entity debt obligations
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||||
Debt issuance costs
|
(1,136
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,136
|
)
|
|||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Advances to/from subsidiaries
|
(81,834
|
)
|
|
82,982
|
|
|
(96
|
)
|
|
(1,052
|
)
|
|
—
|
|
|||||
Payments for other financing activities
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(84,857
|
)
|
|
82,441
|
|
|
(96
|
)
|
|
(1,052
|
)
|
|
(3,564
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(82,716
|
)
|
|
(7,284
|
)
|
|
(47
|
)
|
|
(1,052
|
)
|
|
(91,099
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
481,394
|
|
|
8,215
|
|
|
646
|
|
|
(2,460
|
)
|
|
487,795
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
398,678
|
|
|
$
|
931
|
|
|
$
|
599
|
|
|
$
|
(3,512
|
)
|
|
$
|
396,696
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
For the three months ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(105,844
|
)
|
|
$
|
33,963
|
|
|
$
|
794
|
|
|
$
|
—
|
|
|
$
|
(71,087
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(8,636
|
)
|
|
—
|
|
|
—
|
|
|
(8,636
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
|||||
Increases in restricted cash
|
(255
|
)
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
(672
|
)
|
|||||
Decreases in restricted cash
|
—
|
|
|
489
|
|
|
—
|
|
|
—
|
|
|
489
|
|
|||||
Net cash used in investing activities
|
(255
|
)
|
|
(9,041
|
)
|
|
—
|
|
|
—
|
|
|
(9,296
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(1,181
|
)
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
(1,522
|
)
|
|||||
Settlement of unconsolidated entity obligations
|
—
|
|
|
(15,862
|
)
|
|
—
|
|
|
—
|
|
|
(15,862
|
)
|
|||||
Debt issuance costs
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||||
Dividends paid
|
(1,800
|
)
|
|
—
|
|
|
1,800
|
|
|
—
|
|
|
—
|
|
|||||
Advances to/from subsidiaries
|
21,338
|
|
|
(17,325
|
)
|
|
(1,837
|
)
|
|
(2,176
|
)
|
|
—
|
|
|||||
Payments for other financing activities
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||||
Net cash provided by (used in) financing activities
|
18,245
|
|
|
(33,528
|
)
|
|
(37
|
)
|
|
(2,176
|
)
|
|
(17,496
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(87,854
|
)
|
|
(8,606
|
)
|
|
757
|
|
|
(2,176
|
)
|
|
(97,879
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
360,723
|
|
|
10,488
|
|
|
418
|
|
|
(1,226
|
)
|
|
370,403
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
272,869
|
|
|
$
|
1,882
|
|
|
$
|
1,175
|
|
|
$
|
(3,402
|
)
|
|
$
|
272,524
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
Total revenue
|
$
|
96
|
|
|
$
|
3,196
|
|
Home construction and land sales expenses
|
94
|
|
|
2,788
|
|
||
Inventory impairments and lot option abandonments
|
17
|
|
|
32
|
|
||
Gross (loss) profit
|
(15
|
)
|
|
376
|
|
||
Commissions
|
—
|
|
|
158
|
|
||
General and administrative expenses (a)
|
1,525
|
|
|
517
|
|
||
Depreciation and amortization
|
—
|
|
|
21
|
|
||
Operating loss
|
(1,540
|
)
|
|
(320
|
)
|
||
Equity in loss of unconsolidated entities
|
—
|
|
|
(29
|
)
|
||
Other income (loss), net
|
69
|
|
|
(9
|
)
|
||
Loss from discontinued operations before income taxes
|
(1,471
|
)
|
|
(358
|
)
|
||
Benefit from income taxes
|
(22
|
)
|
|
(399
|
)
|
||
(Loss) income from discontinued operations, net of tax
|
$
|
(1,449
|
)
|
|
$
|
41
|
|
(a)
|
The
three
months ended
December 31, 2012
, includes approximately
$1.5 million
of expense for legal fees and potential liability related to outstanding matters in Denver, Colorado.
|
•
|
Drive sales per community per month;
|
•
|
Gradually expand our community count;
|
•
|
Generate higher gross margins; and
|
•
|
Further leverage our fixed costs.
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
($ in thousands)
|
2012
|
|
2011
|
||||
Revenues:
|
|
|
|
||||
Homebuilding
|
$
|
244,425
|
|
|
$
|
186,852
|
|
Land sales and other
|
2,477
|
|
|
1,696
|
|
||
Total
|
$
|
246,902
|
|
|
$
|
188,548
|
|
Gross profit:
|
|
|
|
||||
Homebuilding
|
$
|
35,630
|
|
|
$
|
21,352
|
|
Land sales and other
|
454
|
|
|
917
|
|
||
Total
|
$
|
36,084
|
|
|
$
|
22,269
|
|
Gross margin:
|
|
|
|
||||
Homebuilding
|
14.6
|
%
|
|
11.4
|
%
|
||
Land sales and other
|
18.3
|
%
|
|
54.1
|
%
|
||
Total
|
14.6
|
%
|
|
11.8
|
%
|
||
Commissions
|
$
|
10,642
|
|
|
$
|
8,371
|
|
General and administrative (G&A) expenses:
|
$
|
26,328
|
|
|
$
|
28,194
|
|
G&A as a percentage of total revenue
|
10.7
|
%
|
|
15.0
|
%
|
||
Depreciation and amortization
|
$
|
2,715
|
|
|
$
|
2,403
|
|
Equity in income (loss) of unconsolidated entities
|
$
|
36
|
|
|
$
|
(77
|
)
|
|
Three Months Ended December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
West
|
$
|
120
|
|
|
$
|
1,998
|
|
East
|
35
|
|
|
596
|
|
||
Southeast
|
49
|
|
|
860
|
|
||
Unallocated
|
—
|
|
|
49
|
|
||
Continuing Operations
|
$
|
204
|
|
|
$
|
3,503
|
|
|
Three Months Ended December 31,
|
|||||||||||||
|
New Orders, net
|
|
Cancellation Rates
|
|||||||||||
|
2012
|
|
2011
|
|
12 v 11
|
|
2012
|
|
2011
|
|||||
West
|
424
|
|
|
303
|
|
|
39.9
|
%
|
|
29.6
|
%
|
|
35.1
|
%
|
East
|
309
|
|
|
249
|
|
|
24.1
|
%
|
|
25.7
|
%
|
|
40.9
|
%
|
Southeast
|
199
|
|
|
172
|
|
|
15.7
|
%
|
|
19.8
|
%
|
|
24.6
|
%
|
Total
|
932
|
|
|
724
|
|
|
28.7
|
%
|
|
26.4
|
%
|
|
35.1
|
%
|
|
As of December 31,
|
|||||||||
|
2012
|
|
2011
|
|
12 v 11
|
|||||
Backlog Units:
|
|
|
|
|
|
|||||
West
|
764
|
|
|
503
|
|
|
51.9
|
%
|
||
East
|
703
|
|
|
577
|
|
|
21.8
|
%
|
||
Southeast
|
350
|
|
|
227
|
|
|
54.2
|
%
|
||
Total
|
1,817
|
|
|
1,307
|
|
|
39.0
|
%
|
||
Aggregate dollar value of homes in backlog (in millions)
|
$
|
478.3
|
|
|
$
|
315.8
|
|
|
51.5
|
%
|
ASP in backlog (in thousands)
|
$
|
263.2
|
|
|
$
|
241.6
|
|
|
8.9
|
%
|
|
Three Months Ended December 31,
|
|||||||||||||||||||||||||||||
|
Homebuilding Revenues
|
|
Average Selling Price
|
|
Closings
|
|||||||||||||||||||||||||
($ in thousands)
|
2012
|
|
2011
|
|
12 v 11
|
|
2012
|
|
2011
|
|
12 v 11
|
|
2012
|
|
2011
|
|
12 v 11
|
|||||||||||||
West
|
109,753
|
|
|
$
|
70,254
|
|
|
56.2
|
%
|
|
$
|
219.9
|
|
|
$
|
189.9
|
|
|
15.8
|
%
|
|
499
|
|
|
370
|
|
|
34.9
|
%
|
|
East
|
96,464
|
|
|
81,767
|
|
|
18.0
|
%
|
|
273.3
|
|
|
263.8
|
|
|
3.6
|
%
|
|
353
|
|
|
310
|
|
|
13.9
|
%
|
||||
Southeast
|
38,208
|
|
|
34,831
|
|
|
9.7
|
%
|
|
205.4
|
|
|
186.3
|
|
|
10.3
|
%
|
|
186
|
|
|
187
|
|
|
(0.5
|
)%
|
||||
Total
|
$
|
244,425
|
|
|
$
|
186,852
|
|
|
30.8
|
%
|
|
$
|
235.5
|
|
|
$
|
215.5
|
|
|
9.3
|
%
|
|
1,038
|
|
|
867
|
|
|
19.7
|
%
|
($ in thousands)
|
Three Months Ended December 31, 2012
|
|||||||||||||||||||||||||||
|
HB Gross
Profit (Loss)
|
|
HB Gross
Margin
|
|
Impairments &
Abandonments
(I&A)
|
|
HB Gross
Profit w/o
I&A
|
|
HB Gross
Margin w/o
I&A
|
|
Interest
Amortized to
COS
|
|
HB Gross Profit
w/o I&A and
Interest
|
|
HB Gross Margin
w/o I&A and
Interest
|
|||||||||||||
West
|
$
|
19,653
|
|
|
17.9
|
%
|
|
$
|
120
|
|
|
$
|
19,773
|
|
|
18.0
|
%
|
|
$
|
—
|
|
|
$
|
19,773
|
|
|
18.0
|
%
|
East
|
16,969
|
|
|
17.6
|
%
|
|
35
|
|
|
17,004
|
|
|
17.6
|
%
|
|
—
|
|
|
17,004
|
|
|
17.6
|
%
|
|||||
Southeast
|
6,967
|
|
|
18.2
|
%
|
|
49
|
|
|
7,016
|
|
|
18.4
|
%
|
|
—
|
|
|
7,016
|
|
|
18.4
|
%
|
|||||
Corporate & unallocated
|
(7,959
|
)
|
|
|
|
—
|
|
|
(7,959
|
)
|
|
|
|
8,475
|
|
|
516
|
|
|
|
||||||||
Total homebuilding
|
$
|
35,630
|
|
|
14.6
|
%
|
|
$
|
204
|
|
|
$
|
35,834
|
|
|
14.7
|
%
|
|
$
|
8,475
|
|
|
$
|
44,309
|
|
|
18.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
($ in thousands)
|
Three Months Ended December 31, 2011
|
|||||||||||||||||||||||||||
|
HB Gross
Profit (Loss)
|
|
HB Gross
Margin
|
|
Impairments &
Abandonments
(I&A)
|
|
HB Gross
Profit w/o
I&A
|
|
HB Gross
Margin w/o
I&A
|
|
Interest
Amortized to
COS
|
|
HB Gross Profit
w/o I&A and
Interest
|
|
HB Gross Margin
w/o I&A and
Interest
|
|||||||||||||
West
|
$
|
9,175
|
|
|
13.1
|
%
|
|
$
|
1,998
|
|
|
$
|
11,173
|
|
|
15.9
|
%
|
|
$
|
—
|
|
|
$
|
11,173
|
|
|
15.9
|
%
|
East
|
10,124
|
|
|
12.4
|
%
|
|
596
|
|
|
10,720
|
|
|
13.1
|
%
|
|
—
|
|
|
10,720
|
|
|
13.1
|
%
|
|||||
Southeast
|
5,396
|
|
|
15.5
|
%
|
|
860
|
|
|
6,256
|
|
|
18.0
|
%
|
|
—
|
|
|
6,256
|
|
|
18.0
|
%
|
|||||
Corporate & unallocated
|
(3,343
|
)
|
|
|
|
49
|
|
|
(3,294
|
)
|
|
|
|
12,843
|
|
|
9,549
|
|
|
|
||||||||
Total homebuilding
|
$
|
21,352
|
|
|
11.4
|
%
|
|
$
|
3,503
|
|
|
$
|
24,855
|
|
|
13.3
|
%
|
|
$
|
12,843
|
|
|
$
|
37,698
|
|
|
20.2
|
%
|
Homebuilding Gross Margin from previously impaired communities:
|
|
|
Pre-impairment turn gross margin
|
(11.9
|
)%
|
Impact of interest amortized to COS related to these communities
|
5.9
|
%
|
Pre-impairment turn gross margin, excluding interest amortization
|
(6.0
|
)%
|
Impact of impairment turns
|
22.3
|
%
|
Gross margin (post impairment turns), excluding interest amortization
|
16.3
|
%
|
|
Land Sales & Other Revenues
|
|
Land Sales and Other Gross Profit (Loss)
|
||||||||||||||||||
|
Three Months Ended December 31,
|
|
Three Months Ended December 31,
|
||||||||||||||||||
(In thousands)
|
2012
|
|
2011
|
|
12 v 11
|
|
2012
|
|
2011
|
|
12 v 11
|
||||||||||
West
|
$
|
373
|
|
|
$
|
523
|
|
|
(28.7
|
)%
|
|
$
|
23
|
|
|
$
|
48
|
|
|
(52.1
|
)%
|
East
|
75
|
|
|
51
|
|
|
47.1
|
%
|
|
7
|
|
|
54
|
|
|
(87.0
|
)%
|
||||
Southeast
|
2,029
|
|
|
737
|
|
|
175.3
|
%
|
|
424
|
|
|
641
|
|
|
(33.9
|
)%
|
||||
Pre-Owned
|
—
|
|
|
385
|
|
|
(100.0
|
)%
|
|
—
|
|
|
174
|
|
|
(100.0
|
)%
|
||||
Total
|
$
|
2,477
|
|
|
$
|
1,696
|
|
|
46.0
|
%
|
|
$
|
454
|
|
|
$
|
917
|
|
|
(50.5
|
)%
|
10.1*
|
Form of Performance Cash Award Agreement (Named Executive Officers)
|
|
|
31.1
|
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101
|
The following financial statements from Beazer Homes USA, Inc.’s Quarterly Report on Form 10-Q for the period ended December 31, 2012, filed on January 28, 2013, formatted in XBRL (Extensible Business Reporting Language); (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Cash Flows and (iv) Notes to Unaudited Condensed Consolidated Financial Statements
|
Date:
|
January 28, 2013
|
Beazer Homes USA, Inc.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ R
OBERT
L. S
ALOMON
|
|
|
|
Name:
|
Robert L. Salomon
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
◦
|
Participant’s Annual Base Salary on the Award Effective Date is $100,000;
|
◦
|
Participant’s Target Amount is $75,000 (75% of Annual Base Salary);
|
◦
|
The Company achieves an Increase in Gross Margin Dollars of 102.1% ((FY 2015 Gross Margin of $356,224 – FY 2012 Gross Margin of $176,267) / FY 2012 Gross Margin of $176,267)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Beazer Homes USA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Beazer Homes USA, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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January 28, 2013
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/s/ Allan P. Merrill
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Allan P. Merrill
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President and Chief Executive Officer
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Date:
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January 28, 2013
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|
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/s/ Robert L. Salomon
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Robert L. Salomon
|
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Executive Vice President and Chief Financial Officer
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