x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
|
|
58-2086934
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
Identification no.)
|
|
|
|
Title of Securities
|
|
Exchanges on Which Registered
|
Common Stock, $.001 par value per share
|
|
New York Stock Exchange
|
Series A Junior Participating
Preferred Stock Purchase Rights
|
|
New York Stock Exchange
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7.50% Tangible Equity Units
|
|
New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
|
x
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|
|
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Class
|
|
Outstanding at November 11, 2014
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Common Stock, $0.001 par value
|
|
27,167,178
|
|
Part of 10-K
where incorporated |
Portions of the registrant’s Proxy Statement for the 2015 Annual Meeting of Stockholders
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III
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Introduction
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|
|
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|
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|
|
|
|
•
|
the availability and cost of land and the risks associated with the future value of our inventory such as additional asset impairment charges or writedowns;
|
•
|
economic changes nationally or in local markets, including changes in consumer confidence, declines in employment levels, inflation and increases in the quantity and decreases in the price of new homes and resale homes in the market;
|
•
|
the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions;
|
•
|
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;
|
•
|
shortages of or increased prices for labor, land or raw materials used in housing production;
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•
|
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;
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•
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our ability to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing;
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•
|
a substantial increase in mortgage interest rates, increased disruption in the availability of mortgage financing, a change in tax laws regarding the deductibility of mortgage interest, or an increased number of foreclosures;
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•
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increased competition or delays in reacting to changing consumer preference in home design;
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•
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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;
|
•
|
estimates related to the potential recoverability of our deferred tax assets;
|
•
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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;
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•
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the results of litigation or government proceedings and fulfillment of the obligations in the consent orders with governmental authorities and other settlement agreements;
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•
|
the impact of construction defect and home warranty claims;
|
•
|
the cost and availability of insurance and surety bonds;
|
•
|
the performance of our unconsolidated entities and our unconsolidated entity partners;
|
•
|
delays in land development or home construction resulting from adverse weather conditions;
|
•
|
the impact of information technology failures or data security breaches;
|
•
|
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.
|
•
|
Sales per community per month,
|
•
|
Active community count,
|
•
|
Average selling price,
|
•
|
Homebuilding gross margin, and
|
•
|
Cost leverage as measured by selling, general and administrative expenses as a percentage of total revenue.
|
|
|
|
Segment/State
|
|
Market(s)/Year Entered
|
|
|
|
Homebuilding - West:
|
|
|
Arizona
|
|
Phoenix (1993)
|
California
|
|
Los Angeles County (1993), Orange County (1993), Riverside and San Bernardino Counties (1993), San Diego County (1992), Ventura County (1993), Sacramento (1993), Kern County (2005)
|
Nevada
|
|
Las Vegas (1993)
|
Texas
|
|
Dallas/Ft. Worth (1995), Houston (1995)
|
Homebuilding - East:
|
|
|
Indiana
|
|
Indianapolis (2002)
|
Maryland/Delaware
|
|
Baltimore (1998), Metro-Washington, D.C. (1998), Delaware (2003)
|
New Jersey/Pennsylvania/New York
|
|
Central and Southern New Jersey (1998), Bucks County, PA (1998), Orange County, NY (2011)
|
Tennessee
|
|
Nashville (1987)
|
Virginia
|
|
Fairfax County (1998), Loudoun County (1998), Prince William County (1998)
|
Homebuilding - Southeast:
|
|
|
Florida
|
|
Tampa/St. Petersburg (1996), Orlando (1997)
|
Georgia
|
|
Atlanta (1985), Savannah (2005)
|
North Carolina
|
|
Raleigh/Durham (1992)
|
South Carolina
|
|
Charleston (1987), Myrtle Beach (2002)
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
($ in thousands)
|
Number of Homes Closed
|
|
Average Closing Price
|
|
Number of Homes Closed
|
|
Average Closing Price
|
|
Number of Homes Closed
|
|
Average Closing Price
|
|||||||||
West
|
1,996
|
|
|
$
|
269.1
|
|
|
2,277
|
|
|
$
|
238.7
|
|
|
1,883
|
|
|
$
|
205.3
|
|
East
|
1,600
|
|
|
328.4
|
|
|
1,629
|
|
|
296.2
|
|
|
1,506
|
|
|
266.8
|
|
|||
Southeast
|
1,355
|
|
|
256.3
|
|
|
1,150
|
|
|
220.2
|
|
|
1,039
|
|
|
199.9
|
|
|||
Continuing Operations
|
4,951
|
|
|
$
|
284.8
|
|
|
5,056
|
|
|
$
|
253.0
|
|
|
4,428
|
|
|
$
|
224.9
|
|
Discontinued Operations
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
19
|
|
|
$
|
219.6
|
|
|
September 30, 2014
|
|
September 30, 2013
|
|
September 30, 2012
|
|||||||||||||||
($ in thousands)
|
Units in Backlog
|
|
Dollar Value in Backlog
|
|
Units in Backlog
|
|
Dollar Value in Backlog
|
|
Units in Backlog
|
|
Dollar Value in Backlog
|
|||||||||
West
|
557
|
|
|
$
|
154,946
|
|
|
738
|
|
|
$
|
200,532
|
|
|
839
|
|
|
$
|
184,754
|
|
East
|
600
|
|
|
208,182
|
|
|
661
|
|
|
210,066
|
|
|
747
|
|
|
223,050
|
|
|||
Southeast
|
533
|
|
|
152,748
|
|
|
494
|
|
|
117,544
|
|
|
337
|
|
|
71,276
|
|
|||
Continuing Operations
|
1,690
|
|
|
$
|
515,876
|
|
|
1,893
|
|
|
$
|
528,142
|
|
|
1,923
|
|
|
$
|
479,080
|
|
Discontinued Operations
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
ASP in backlog (in thousands)
|
|
|
$
|
305.3
|
|
|
|
|
$
|
279.0
|
|
|
|
|
$
|
249.1
|
|
•
|
evaluate and select geographic markets;
|
•
|
allocate capital resources to particular markets for land acquisitions;
|
•
|
maintain and develop relationships with lenders and capital markets to create access to financial resources;
|
•
|
maintain and develop relationships with national product vendors;
|
•
|
operate and manage information systems and technology support operations; and
|
•
|
monitor the operations of our subsidiaries and divisions.
|
•
|
internal and external demographic and marketing studies;
|
•
|
suitability for development during the time period of one to five years from the beginning of the development process to the last closing;
|
•
|
financial review as to the feasibility of the proposed project, including profit margins and returns on capital employed;
|
•
|
the ability to secure governmental approvals and entitlements;
|
•
|
environmental and legal due diligence;
|
•
|
competition in the area;
|
•
|
proximity to local traffic corridors and amenities; and
|
•
|
management's judgment of the real estate market and economic trends and our experience in a particular market.
|
|
Lots Owned
|
|
|
|
|
||||||||||||||||||
|
Homes Under Construction (1)
|
|
Finished Lots
|
|
Lots Under Development
|
|
Lots Held for Future Development
|
|
Land Held for Sale
|
|
Total Lots Owned
|
|
Total Lots Under Contract
|
|
Total Lots Controlled
|
||||||||
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Arizona
|
96
|
|
|
439
|
|
|
482
|
|
|
46
|
|
|
1
|
|
|
1,064
|
|
|
—
|
|
|
1,064
|
|
California
|
86
|
|
|
59
|
|
|
1,234
|
|
|
3,241
|
|
|
44
|
|
|
4,664
|
|
|
54
|
|
|
4,718
|
|
Nevada
|
54
|
|
|
497
|
|
|
496
|
|
|
791
|
|
|
—
|
|
|
1,838
|
|
|
—
|
|
|
1,838
|
|
Texas
|
421
|
|
|
709
|
|
|
2,290
|
|
|
—
|
|
|
216
|
|
|
3,636
|
|
|
2,249
|
|
|
5,885
|
|
Total West
|
657
|
|
|
1,704
|
|
|
4,502
|
|
|
4,078
|
|
|
261
|
|
|
11,202
|
|
|
2,303
|
|
|
13,505
|
|
East
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Indiana
|
164
|
|
|
381
|
|
|
809
|
|
|
—
|
|
|
100
|
|
|
1,454
|
|
|
—
|
|
|
1,454
|
|
Maryland
|
190
|
|
|
352
|
|
|
960
|
|
|
462
|
|
|
282
|
|
|
2,246
|
|
|
1,714
|
|
|
3,960
|
|
New Jersey
|
71
|
|
|
—
|
|
|
190
|
|
|
116
|
|
|
—
|
|
|
377
|
|
|
—
|
|
|
377
|
|
Tennessee
|
74
|
|
|
74
|
|
|
712
|
|
|
—
|
|
|
101
|
|
|
961
|
|
|
402
|
|
|
1,363
|
|
Virginia
|
54
|
|
|
127
|
|
|
215
|
|
|
—
|
|
|
—
|
|
|
396
|
|
|
193
|
|
|
589
|
|
Total East
|
553
|
|
|
934
|
|
|
2,886
|
|
|
578
|
|
|
483
|
|
|
5,434
|
|
|
2,309
|
|
|
7,743
|
|
Southeast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Georgia
|
18
|
|
|
94
|
|
|
569
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|
123
|
|
|
804
|
|
Florida
|
224
|
|
|
692
|
|
|
885
|
|
|
33
|
|
|
116
|
|
|
1,950
|
|
|
700
|
|
|
2,650
|
|
North Carolina
|
73
|
|
|
143
|
|
|
63
|
|
|
21
|
|
|
—
|
|
|
300
|
|
|
497
|
|
|
797
|
|
South Carolina
|
156
|
|
|
341
|
|
|
1,717
|
|
|
68
|
|
|
1
|
|
|
2,283
|
|
|
241
|
|
|
2,524
|
|
Total Southeast
|
471
|
|
|
1,270
|
|
|
3,234
|
|
|
122
|
|
|
117
|
|
|
5,214
|
|
|
1,561
|
|
|
6,775
|
|
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
164
|
|
|
—
|
|
|
164
|
|
Total
|
1,681
|
|
|
3,908
|
|
|
10,622
|
|
|
4,778
|
|
|
1,025
|
|
|
22,014
|
|
|
6,173
|
|
|
28,187
|
|
(In thousands)
|
Land Under Development
|
|
Land Held for Future Development
|
|
Land Held for Sale
|
||||||
|
|
|
|
|
|
||||||
West
|
$
|
358,448
|
|
|
$
|
260,898
|
|
|
$
|
10,026
|
|
East
|
236,271
|
|
|
29,239
|
|
|
34,530
|
|
|||
Southeast
|
192,049
|
|
|
10,911
|
|
|
4,821
|
|
|||
Discontinued Operations
|
—
|
|
|
—
|
|
|
2,295
|
|
|||
Total
|
$
|
786,768
|
|
|
$
|
301,048
|
|
|
$
|
51,672
|
|
•
|
causing us to be unable to satisfy our obligations under our debt agreements;
|
•
|
making us more vulnerable to adverse general economic and industry conditions;
|
•
|
making it difficult to fund future working capital, land purchases, acquisitions, share repurchases, general corporate purposes or other purposes; and
|
•
|
causing us to be limited in our flexibility in planning for, or reacting to, changes in our business.
|
•
|
operating results that vary from the expectations of securities analysts and investors;
|
•
|
factors influencing home purchases, such as availability of home mortgage loans and interest rates, credit criteria applicable to prospective borrowers, ability to sell existing residences, and homebuyer sentiment in general;
|
•
|
the operating and securities price performance of companies that investors consider comparable to us;
|
•
|
announcements of strategic developments, acquisitions and other material events by us or our competitors; and
|
•
|
changes in global financial markets and global economies and general market conditions, such as interest rates, commodity and equity prices and the value of financial assets.
|
•
|
the timing of home closings and land sales;
|
•
|
our ability to continue to acquire additional land or secure option contracts to acquire land on acceptable terms;
|
•
|
conditions of the real estate market in areas where we operate and of the general economy;
|
•
|
raw material and labor shortages;
|
•
|
seasonal home buying patterns; and
|
•
|
other changes in operating expenses, including the cost of labor and raw materials, personnel and general economic conditions.
|
|
|
1st Qtr
|
|
2nd Qtr
|
|
3rd Qtr
|
|
4th Qtr
|
||||||||
Fiscal Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
24.62
|
|
|
$
|
25.34
|
|
|
$
|
21.63
|
|
|
$
|
21.33
|
|
Low
|
|
$
|
16.75
|
|
|
$
|
19.24
|
|
|
$
|
18.01
|
|
|
$
|
15.27
|
|
Fiscal Year Ended September 30, 2013
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
19.35
|
|
|
$
|
19.48
|
|
|
$
|
23.29
|
|
|
$
|
19.92
|
|
Low
|
|
$
|
12.89
|
|
|
$
|
14.92
|
|
|
$
|
13.91
|
|
|
$
|
15.54
|
|
Plan Category
|
|
Number of Common Shares to be Issued Upon Exercise of Outstanding
|
|
Weighted Average Exercise Price of Outstanding
|
|
Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation
|
Equity compensation plans approved by stockholders
|
|
650,223
|
|
$18.12
|
|
1,600,211
|
|
|
Fiscal Year Ended September 30,
|
|||||||||
|
|
2010
|
2011
|
2012
|
2013
|
2014
|
|||||
u
|
Beazer Homes USA, Inc.
|
73.88
|
|
27.01
|
|
63.51
|
|
64.40
|
|
60.04
|
|
g
|
S&P 500 Index
|
110.16
|
|
111.42
|
|
145.07
|
|
173.13
|
|
207.30
|
|
p
|
S&P 500 Homebuilding Index
|
92.76
|
|
66.13
|
|
182.87
|
|
185.18
|
|
200.48
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
($ in millions, except per share amounts and unit data)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Operations Data: (i)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,464
|
|
|
$
|
1,288
|
|
|
$
|
1,006
|
|
|
$
|
742
|
|
|
$
|
991
|
|
Gross profit
|
263
|
|
|
214
|
|
|
105
|
|
|
48
|
|
|
84
|
|
|||||
Gross margin (i), (ii)
|
18.0
|
%
|
|
16.6
|
%
|
|
10.4
|
%
|
|
6.5
|
%
|
|
8.4
|
%
|
|||||
Operating income (loss)
|
$
|
56
|
|
|
$
|
27
|
|
|
$
|
(62
|
)
|
|
$
|
(132
|
)
|
|
$
|
(113
|
)
|
Income (loss) from continuing operations
|
35
|
|
|
(32
|
)
|
|
(136
|
)
|
|
(200
|
)
|
|
(30
|
)
|
|||||
Income (loss) per share from continuing operations - basic
|
1.35
|
|
|
(1.30
|
)
|
|
(7.34
|
)
|
|
(13.53
|
)
|
|
(2.47
|
)
|
|||||
Income (loss) per share from continuing operations - diluted
|
1.10
|
|
|
(1.30
|
)
|
|
(7.34
|
)
|
|
(13.53
|
)
|
|
(2.47
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (end of year) (iv):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents and restricted cash
|
$
|
387
|
|
|
$
|
553
|
|
|
$
|
741
|
|
|
$
|
647
|
|
|
$
|
576
|
|
Inventory
|
1,561
|
|
|
1,314
|
|
|
1,112
|
|
|
1,204
|
|
|
1,204
|
|
|||||
Total assets
|
2,066
|
|
|
1,987
|
|
|
1,982
|
|
|
1,977
|
|
|
1,903
|
|
|||||
Total debt
|
1,535
|
|
|
1,512
|
|
|
1,498
|
|
|
1,489
|
|
|
1,212
|
|
|||||
Stockholders' equity
|
279
|
|
|
241
|
|
|
262
|
|
|
198
|
|
|
397
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Financial Data (iv):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash (used in) provided by:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
(160
|
)
|
|
$
|
(175
|
)
|
|
$
|
(21
|
)
|
|
$
|
(179
|
)
|
|
$
|
70
|
|
Investing activities
|
(32
|
)
|
|
190
|
|
|
5
|
|
|
(260
|
)
|
|
(6
|
)
|
|||||
Financing activities
|
12
|
|
|
1
|
|
|
134
|
|
|
273
|
|
|
(34
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Statistics (iv):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt as a percentage of total debt and stockholders' equity
|
84.6
|
%
|
|
86.3
|
%
|
|
85.1
|
%
|
|
88.2
|
%
|
|
75.3
|
%
|
|||||
Net debt as a percentage of net debt and stockholders' equity (iii)
|
81.0
|
%
|
|
80.4
|
%
|
|
74.9
|
%
|
|
81.5
|
%
|
|
62.9
|
%
|
|||||
Adjusted EBITDA from total operations (v)
|
$
|
128.3
|
|
|
$
|
86.3
|
|
|
$
|
21.8
|
|
|
$
|
(24.9
|
)
|
|
$
|
16.3
|
|
Adjusted EBITDA from total operations margin (vi)
|
8.8
|
%
|
|
6.7
|
%
|
|
2.2
|
%
|
|
(3.4
|
)%
|
|
1.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Statistics from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
New orders, net
|
4,748
|
|
|
5,026
|
|
|
4,901
|
|
|
3,927
|
|
|
4,045
|
|
|||||
Closings
|
4,951
|
|
|
5,056
|
|
|
4,428
|
|
|
3,249
|
|
|
4,421
|
|
|||||
Average selling price on closings (in thousands)
|
$
|
284.8
|
|
|
$
|
253.0
|
|
|
$
|
224.9
|
|
|
$
|
219.4
|
|
|
$
|
222.1
|
|
Units in backlog
|
1,690
|
|
|
1,893
|
|
|
1,923
|
|
|
1,450
|
|
|
772
|
|
|||||
Average selling price in backlog (in thousands)
|
$
|
305.3
|
|
|
$
|
279.0
|
|
|
$
|
249.1
|
|
|
$
|
230.7
|
|
|
$
|
239.3
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
34,383
|
|
|
$
|
(33,868
|
)
|
|
$
|
(145,326
|
)
|
|
$
|
(204,859
|
)
|
|
$
|
(34,049
|
)
|
(Benefit from) provision for income taxes
|
(41,802
|
)
|
|
(3,684
|
)
|
|
(40,747
|
)
|
|
3,429
|
|
|
(133,188
|
)
|
|||||
Interest amortized to home construction and land sales expenses and capitalized interest impaired
|
41,065
|
|
|
41,246
|
|
|
61,227
|
|
|
48,289
|
|
|
54,556
|
|
|||||
Interest expense not qualified for capitalization
|
50,784
|
|
|
59,458
|
|
|
71,474
|
|
|
73,440
|
|
|
74,214
|
|
|||||
Loss (gain) on debt extinguishment
|
19,917
|
|
|
4,636
|
|
|
45,097
|
|
|
2,909
|
|
|
(43,901
|
)
|
|||||
Adjusted EBIT
|
104,347
|
|
|
67,788
|
|
|
(8,275
|
)
|
|
(76,792
|
)
|
|
(82,368
|
)
|
|||||
Depreciation and amortization and stock compensation amortization
|
15,866
|
|
|
15,642
|
|
|
17,573
|
|
|
17,878
|
|
|
24,774
|
|
|||||
Inventory impairments and option contract abandonments
|
8,062
|
|
|
2,650
|
|
|
12,514
|
|
|
33,458
|
|
|
49,526
|
|
|||||
Joint venture impairment and abandonment charges
|
—
|
|
|
181
|
|
|
36
|
|
|
594
|
|
|
24,328
|
|
|||||
Adjusted EBITDA
|
$
|
128,275
|
|
|
$
|
86,261
|
|
|
$
|
21,848
|
|
|
$
|
(24,862
|
)
|
|
$
|
16,260
|
|
•
|
A loss on extinguishment of debt of $19.9 million
|
•
|
An IRS appeals case was approved in our favor resulting in a cash refund and income tax benefit of $28.5 million
|
•
|
Beazer Pre-Owned Rental Homes was sold generating a gain of $6.3 million
|
•
|
Reserves for uncertain tax positions were reversed due to lapses in statutes of limitation and closing of audits during fiscal year 2014 resulting in a non-cash tax benefit of $13.9 million
|
•
|
Impairments and abandonments of $8.3 million for the fiscal year with $5.4 million occurring in the fourth quarter
|
•
|
Unexpected warranty reserves totaling $4.9 million in cost of sales during the fourth quarter
|
|
Fiscal Year Ended September 30,
|
||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
1,409,880
|
|
|
$
|
1,279,212
|
|
|
$
|
996,059
|
|
Land sales and other
|
53,887
|
|
|
8,365
|
|
|
9,618
|
|
|||
Total
|
$
|
1,463,767
|
|
|
$
|
1,287,577
|
|
|
$
|
1,005,677
|
|
Gross profit:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
260,746
|
|
|
$
|
212,054
|
|
|
$
|
103,105
|
|
Land sales and other
|
2,713
|
|
|
2,076
|
|
|
1,983
|
|
|||
Total
|
$
|
263,459
|
|
|
$
|
214,130
|
|
|
$
|
105,088
|
|
Gross margin:
|
|
|
|
|
|
||||||
Homebuilding
|
18.5
|
%
|
|
16.6
|
%
|
|
10.4
|
%
|
|||
Land sales and other
|
5.0
|
%
|
|
24.8
|
%
|
|
20.6
|
%
|
|||
Total
|
18.0
|
%
|
|
16.6
|
%
|
|
10.4
|
%
|
|||
Commissions
|
$
|
58,028
|
|
|
$
|
52,922
|
|
|
$
|
43,585
|
|
General and administrative (G&A) expenses:
|
$
|
136,463
|
|
|
$
|
121,163
|
|
|
$
|
110,051
|
|
G&A as a percentage of total revenue
|
9.3
|
%
|
|
9.4
|
%
|
|
10.9
|
%
|
|||
Depreciation and amortization
|
$
|
13,279
|
|
|
$
|
12,784
|
|
|
$
|
13,510
|
|
Operating income (loss)
|
$
|
55,689
|
|
|
$
|
27,261
|
|
|
$
|
(62,058
|
)
|
Operating income (loss) as a percentage of total revenue
|
3.8
|
%
|
|
2.1
|
%
|
|
(6.2
|
)%
|
|||
Effective Tax Rate
|
608.0
|
%
|
|
9.8
|
%
|
|
22.9
|
%
|
|||
Equity in income (loss) of unconsolidated entities
|
$
|
6,545
|
|
|
$
|
(113
|
)
|
|
$
|
304
|
|
Loss on extinguishment of debt
|
$
|
(19,917
|
)
|
|
$
|
(4,636
|
)
|
|
$
|
(45,097
|
)
|
|
New Orders, net
|
|
Cancellation Rates
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
|
2014
|
|
2013
|
|
2012
|
||||||||
West
|
1,815
|
|
|
2,176
|
|
|
2,152
|
|
|
(16.6
|
)%
|
|
1.1
|
%
|
|
21.9
|
%
|
|
22.9
|
%
|
|
26.5
|
%
|
East
|
1,539
|
|
|
1,543
|
|
|
1,615
|
|
|
(0.3
|
)%
|
|
(4.5
|
)%
|
|
21.4
|
%
|
|
24.3
|
%
|
|
32.1
|
%
|
Southeast
|
1,394
|
|
|
1,307
|
|
|
1,134
|
|
|
6.7
|
%
|
|
15.3
|
%
|
|
20.5
|
%
|
|
16.7
|
%
|
|
20.5
|
%
|
Total
|
4,748
|
|
|
5,026
|
|
|
4,901
|
|
|
(5.5
|
)%
|
|
2.6
|
%
|
|
21.3
|
%
|
|
21.8
|
%
|
|
27.2
|
%
|
|
As of September 30,
|
|||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
||||||||
Backlog Units:
|
|
|
|
|
|
|
|
|
|
|
||||||||
West
|
|
557
|
|
|
738
|
|
|
839
|
|
|
(24.5
|
)%
|
|
(12.0
|
)%
|
|||
East
|
|
600
|
|
|
661
|
|
|
747
|
|
|
(9.2
|
)%
|
|
(11.5
|
)%
|
|||
Southeast
|
|
533
|
|
|
494
|
|
|
337
|
|
|
7.9
|
%
|
|
46.6
|
%
|
|||
Total
|
|
1,690
|
|
|
1,893
|
|
|
1,923
|
|
|
(10.7
|
)%
|
|
(1.6
|
)%
|
|||
Aggregate dollar value of homes in backlog ($ in millions)
|
|
$
|
515.9
|
|
|
$
|
528.1
|
|
|
$
|
479.1
|
|
|
(2.3
|
)%
|
|
10.2
|
%
|
ASP in backlog (in thousands)
|
|
$
|
305.3
|
|
|
$
|
279.0
|
|
|
$
|
249.1
|
|
|
9.4
|
%
|
|
12.0
|
%
|
|
Homebuilding Revenues
|
|
Average Selling Price
|
||||||||||||||||||||||||||||||||
($ in thousands)
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
||||||||||||||||
West
|
$
|
537,149
|
|
|
$
|
543,524
|
|
|
$
|
386,544
|
|
|
(1.2
|
)%
|
|
40.6
|
%
|
|
$
|
269.1
|
|
|
$
|
238.7
|
|
|
$
|
205.3
|
|
|
12.7
|
%
|
|
16.3
|
%
|
East
|
525,439
|
|
|
482,468
|
|
|
401,814
|
|
|
8.9
|
%
|
|
20.1
|
%
|
|
328.4
|
|
|
296.2
|
|
|
266.8
|
|
|
10.9
|
%
|
|
11.0
|
%
|
||||||
Southeast
|
347,292
|
|
|
253,220
|
|
|
207,701
|
|
|
37.2
|
%
|
|
21.9
|
%
|
|
256.3
|
|
|
220.2
|
|
|
199.9
|
|
|
16.4
|
%
|
|
10.2
|
%
|
||||||
Total
|
$
|
1,409,880
|
|
|
$
|
1,279,212
|
|
|
$
|
996,059
|
|
|
10.2
|
%
|
|
28.4
|
%
|
|
$
|
284.8
|
|
|
$
|
253.0
|
|
|
$
|
224.9
|
|
|
12.6
|
%
|
|
12.5
|
%
|
|
Closings
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
|||||
West
|
1,996
|
|
|
2,277
|
|
|
1,883
|
|
|
(12.3
|
)%
|
|
20.9
|
%
|
East
|
1,600
|
|
|
1,629
|
|
|
1,506
|
|
|
(1.8
|
)%
|
|
8.2
|
%
|
Southeast
|
1,355
|
|
|
1,150
|
|
|
1,039
|
|
|
17.8
|
%
|
|
10.7
|
%
|
Total
|
4,951
|
|
|
5,056
|
|
|
4,428
|
|
|
(2.1
|
)%
|
|
14.2
|
%
|
($ in thousands)
|
Fiscal Year Ended September 30, 2014
|
|||||||||||||||||||||||||||
|
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
HB COS
|
|
HB Gross Profit
w/o I&A and
Interest
|
|
HB Gross Margin
w/o I&A and
Interest
|
|||||||||||||
West
|
$
|
120,048
|
|
|
22.3
|
%
|
|
$
|
4,948
|
|
|
$
|
124,996
|
|
|
23.3
|
%
|
|
$
|
—
|
|
|
$
|
124,996
|
|
|
23.3
|
%
|
East
|
99,400
|
|
|
18.9
|
%
|
|
463
|
|
|
99,863
|
|
|
19.0
|
%
|
|
—
|
|
|
99,863
|
|
|
19.0
|
%
|
|||||
Southeast
|
66,743
|
|
|
19.2
|
%
|
|
2,523
|
|
|
69,266
|
|
|
19.9
|
%
|
|
—
|
|
|
69,266
|
|
|
19.9
|
%
|
|||||
Corporate & unallocated
|
(25,445
|
)
|
|
|
|
373
|
|
|
(25,072
|
)
|
|
|
|
39,255
|
|
|
14,183
|
|
|
|
||||||||
Total homebuilding
|
$
|
260,746
|
|
|
18.5
|
%
|
|
$
|
8,307
|
|
|
$
|
269,053
|
|
|
19.1
|
%
|
|
$
|
39,255
|
|
|
$
|
308,308
|
|
|
21.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
($ in thousands)
|
Fiscal Year Ended September 30, 2013
|
|||||||||||||||||||||||||||
|
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
HB COS
|
|
HB Gross Profit
w/o I&A and
Interest
|
|
HB Gross Margin
w/o I&A and
Interest
|
|||||||||||||
West
|
$
|
114,813
|
|
|
21.1
|
%
|
|
$
|
378
|
|
|
$
|
115,191
|
|
|
21.2
|
%
|
|
$
|
—
|
|
|
$
|
115,191
|
|
|
21.2
|
%
|
East
|
87,081
|
|
|
18.0
|
%
|
|
156
|
|
|
87,237
|
|
|
18.1
|
%
|
|
—
|
|
|
87,237
|
|
|
18.1
|
%
|
|||||
Southeast
|
48,260
|
|
|
19.1
|
%
|
|
2,099
|
|
|
50,359
|
|
|
19.9
|
%
|
|
—
|
|
|
50,359
|
|
|
19.9
|
%
|
|||||
Corporate & unallocated
|
(38,100
|
)
|
|
|
|
—
|
|
|
(38,100
|
)
|
|
|
|
41,246
|
|
|
3,146
|
|
|
|
||||||||
Total homebuilding
|
$
|
212,054
|
|
|
16.6
|
%
|
|
$
|
2,633
|
|
|
$
|
214,687
|
|
|
16.8
|
%
|
|
$
|
41,246
|
|
|
$
|
255,933
|
|
|
20.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
($ in thousands)
|
Fiscal Year Ended September 30, 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
HB COS
|
|
HB Gross Profit
w/o I&A and Interest |
|
HB Gross Margin
w/o I&A and Interest |
|||||||||||||
West
|
$
|
60,829
|
|
|
15.7
|
%
|
|
$
|
4,203
|
|
|
$
|
65,032
|
|
|
16.8
|
%
|
|
$
|
—
|
|
|
$
|
65,032
|
|
|
16.8
|
%
|
East
|
52,870
|
|
|
13.2
|
%
|
|
5,736
|
|
|
58,606
|
|
|
14.6
|
%
|
|
—
|
|
|
58,606
|
|
|
14.6
|
%
|
|||||
Southeast
|
38,294
|
|
|
18.4
|
%
|
|
1,796
|
|
|
40,090
|
|
|
19.3
|
%
|
|
—
|
|
|
40,090
|
|
|
19.3
|
%
|
|||||
Corporate & unallocated
|
(48,888
|
)
|
|
|
|
475
|
|
|
(48,413
|
)
|
|
|
|
60,952
|
|
|
12,539
|
|
|
|
||||||||
Total homebuilding
|
$
|
103,105
|
|
|
10.4
|
%
|
|
$
|
12,210
|
|
|
$
|
115,315
|
|
|
11.6
|
%
|
|
$
|
60,952
|
|
|
$
|
176,267
|
|
|
17.7
|
%
|
Homebuilding Gross Margin from previously impaired communities:
|
|
|
Pre-impairment turn gross margin
|
(1.0
|
)%
|
Impact of interest amortized to COS related to these communities
|
3.3
|
%
|
Pre-impairment turn gross margin, excluding interest amortization
|
2.3
|
%
|
Impact of impairment turns
|
18.1
|
%
|
Gross margin (post impairment turns), excluding interest
|
20.4
|
%
|
($ in thousands)
|
Estimated Fair Value of Impaired
Inventory at Period End
|
|
Lots Impaired
|
|
Communities Impaired
|
||||||||||||||||||||||||
Quarter Ended
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
September 30
|
$
|
14,379
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
June 30
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,187
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
3
|
|
March 31
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,292
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
1
|
|
December 31
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,377
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
1
|
|
(In thousands)
|
Land Sales and Other Revenues
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
||||||||
West
|
$
|
19,592
|
|
|
$
|
4,112
|
|
|
$
|
5,104
|
|
|
376.5
|
%
|
|
(19.4
|
)%
|
East
|
26,643
|
|
|
1,217
|
|
|
652
|
|
|
2,089.2
|
%
|
|
86.7
|
%
|
|||
Southeast
|
7,652
|
|
|
3,036
|
|
|
2,748
|
|
|
152.0
|
%
|
|
10.5
|
%
|
|||
Pre-Owned
|
—
|
|
|
—
|
|
|
1,114
|
|
|
n/m
|
|
|
n/m
|
|
|||
Total
|
$
|
53,887
|
|
|
$
|
8,365
|
|
|
$
|
9,618
|
|
|
544.2
|
%
|
|
(13.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
Land Sales and Other Gross Profit (Loss)
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
||||||||
West
|
$
|
2,209
|
|
|
$
|
416
|
|
|
$
|
(574
|
)
|
|
431.0
|
%
|
|
172.5
|
%
|
East
|
1,716
|
|
|
231
|
|
|
83
|
|
|
642.9
|
%
|
|
178.3
|
%
|
|||
Southeast
|
829
|
|
|
1,429
|
|
|
1,860
|
|
|
(42.0
|
)%
|
|
(23.2
|
)%
|
|||
Pre-Owned
|
—
|
|
|
—
|
|
|
614
|
|
|
n/m
|
|
|
n/m
|
|
|||
Corporate and unallocated (a)
|
(2,041
|
)
|
|
—
|
|
|
—
|
|
|
n/m
|
|
|
n/m
|
|
|||
Total
|
$
|
2,713
|
|
|
$
|
2,076
|
|
|
$
|
1,983
|
|
|
30.7
|
%
|
|
4.7
|
%
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
|
14 v 13
|
|
13 v 12
|
||||||||||
West
|
$
|
65,442
|
|
|
$
|
59,084
|
|
|
$
|
15,147
|
|
|
$
|
6,358
|
|
|
$
|
43,937
|
|
East
|
48,127
|
|
|
40,670
|
|
|
9,152
|
|
|
7,457
|
|
|
31,518
|
|
|||||
Southeast
|
31,854
|
|
|
23,030
|
|
|
14,815
|
|
|
8,824
|
|
|
8,215
|
|
|||||
Pre-Owned
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
229
|
|
|||||
Corporate and unallocated
|
(89,734
|
)
|
|
(95,523
|
)
|
|
(100,943
|
)
|
|
5,789
|
|
|
5,420
|
|
|||||
Operating Income (Loss)
|
$
|
55,689
|
|
|
$
|
27,261
|
|
|
$
|
(62,058
|
)
|
|
$
|
28,428
|
|
|
$
|
89,319
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes, Senior Secured Notes & other notes payable
|
|
$
|
1,584,868
|
|
|
$
|
15,636
|
|
|
$
|
202,314
|
|
|
$
|
866,145
|
|
|
$
|
500,773
|
|
Interest commitments under Senior Notes, Senior Secured Notes & other notes payable (1)
|
|
689,243
|
|
|
112,206
|
|
|
205,761
|
|
|
151,414
|
|
|
219,862
|
|
|||||
Obligations related to lots under option
|
|
420,534
|
|
|
245,277
|
|
|
118,339
|
|
|
38,987
|
|
|
17,931
|
|
|||||
Operating leases
|
|
10,079
|
|
|
3,407
|
|
|
5,010
|
|
|
1,643
|
|
|
19
|
|
|||||
Uncertain tax positions (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,704,724
|
|
|
$
|
376,526
|
|
|
$
|
531,424
|
|
|
$
|
1,058,189
|
|
|
$
|
738,585
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
1,463,767
|
|
|
$
|
1,287,577
|
|
|
$
|
1,005,677
|
|
Home construction and land sales expenses
|
|
1,192,001
|
|
|
1,070,814
|
|
|
888,379
|
|
|||
Inventory impairments and option contract abandonments
|
|
8,307
|
|
|
2,633
|
|
|
12,210
|
|
|||
Gross profit
|
|
263,459
|
|
|
214,130
|
|
|
105,088
|
|
|||
Commissions
|
|
58,028
|
|
|
52,922
|
|
|
43,585
|
|
|||
General and administrative expenses
|
|
136,463
|
|
|
121,163
|
|
|
110,051
|
|
|||
Depreciation and amortization
|
|
13,279
|
|
|
12,784
|
|
|
13,510
|
|
|||
Operating income (loss)
|
|
55,689
|
|
|
27,261
|
|
|
(62,058
|
)
|
|||
Equity in income (loss) of unconsolidated entities
|
|
6,545
|
|
|
(113
|
)
|
|
304
|
|
|||
Loss on extinguishment of debt
|
|
(19,917
|
)
|
|
(4,636
|
)
|
|
(45,097
|
)
|
|||
Other expense, net
|
|
(49,191
|
)
|
|
(58,165
|
)
|
|
(69,119
|
)
|
|||
Loss from continuing operations before income taxes
|
|
(6,874
|
)
|
|
(35,653
|
)
|
|
(175,970
|
)
|
|||
Benefit from income taxes
|
|
(41,797
|
)
|
|
(3,489
|
)
|
|
(40,347
|
)
|
|||
Income (loss) from continuing operations
|
|
34,923
|
|
|
(32,164
|
)
|
|
(135,623
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
(540
|
)
|
|
(1,704
|
)
|
|
(9,703
|
)
|
|||
Net income (loss)
|
|
$
|
34,383
|
|
|
$
|
(33,868
|
)
|
|
$
|
(145,326
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
25,795
|
|
|
24,651
|
|
|
18,474
|
|
|||
Diluted
|
|
31,795
|
|
|
24,651
|
|
|
18,474
|
|
|||
Income (loss) per share:
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share from continuing operations
|
|
$
|
1.35
|
|
|
$
|
(1.30
|
)
|
|
$
|
(7.34
|
)
|
Basic loss per share from discontinued operations
|
|
$
|
(0.02
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.53
|
)
|
Basic earnings (loss) per share
|
|
$
|
1.33
|
|
|
$
|
(1.37
|
)
|
|
$
|
(7.87
|
)
|
Diluted earnings (loss) per share from continuing operations
|
|
$
|
1.10
|
|
|
$
|
(1.30
|
)
|
|
$
|
(7.34
|
)
|
Diluted loss per share from discontinued operations
|
|
$
|
(0.02
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.53
|
)
|
Diluted earnings (loss) per share
|
|
$
|
1.08
|
|
|
$
|
(1.37
|
)
|
|
$
|
(7.87
|
)
|
|
|
|
|
|
|
|
||||||
Consolidated Statement of Comprehensive Income (Loss)
|
||||||||||||
Net income (loss)
|
|
$
|
34,383
|
|
|
$
|
(33,868
|
)
|
|
$
|
(145,326
|
)
|
Other comprehensive loss, net of income tax:
|
|
|
|
|
|
|
||||||
Unrealized loss related to available-for-sale securities
|
|
(1,276
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss)
|
|
$
|
33,107
|
|
|
$
|
(33,868
|
)
|
|
$
|
(145,326
|
)
|
|
September 30,
2014 |
|
September 30,
2013 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
324,154
|
|
|
$
|
504,459
|
|
Restricted cash
|
62,941
|
|
|
48,978
|
|
||
Accounts receivable (net of allowance of $1,245 and $1,651, respectively)
|
34,429
|
|
|
22,342
|
|
||
Income tax receivable
|
46
|
|
|
2,813
|
|
||
Inventory
|
|
|
|
||||
Owned inventory
|
1,557,496
|
|
|
1,304,694
|
|
||
Land not owned under option agreements
|
3,857
|
|
|
9,124
|
|
||
Total inventory
|
1,561,353
|
|
|
1,313,818
|
|
||
Investments in marketable securities and unconsolidated entities
|
38,341
|
|
|
44,997
|
|
||
Deferred tax assets, net
|
2,823
|
|
|
5,253
|
|
||
Property, plant and equipment, net
|
18,673
|
|
|
17,000
|
|
||
Other assets
|
23,460
|
|
|
27,129
|
|
||
Total assets
|
$
|
2,066,220
|
|
|
$
|
1,986,789
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Trade accounts payable
|
$
|
106,237
|
|
|
$
|
83,800
|
|
Other liabilities
|
142,516
|
|
|
145,623
|
|
||
Obligations related to land not owned under option agreements
|
2,916
|
|
|
4,633
|
|
||
Total debt (net of discounts of $4,399 and $5,160, respectively)
|
1,535,433
|
|
|
1,512,183
|
|
||
Total liabilities
|
1,787,102
|
|
|
1,746,239
|
|
||
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, 63,000,000 shares authorized, 27,173,421 and 25,245,945 issued and outstanding, respectively)
|
27
|
|
|
25
|
|
||
Paid-in capital
|
851,624
|
|
|
846,165
|
|
||
Accumulated deficit
|
(571,257
|
)
|
|
(605,640
|
)
|
||
Accumulated other comprehensive loss
|
(1,276
|
)
|
|
—
|
|
||
Total stockholders’ equity
|
279,118
|
|
|
240,550
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,066,220
|
|
|
$
|
1,986,789
|
|
|
Common Stock
|
|
Paid in
|
|
Accumulated
|
|
Accumulated Other
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Comprehensive Loss
|
|
Total
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2011
|
15,118
|
|
|
$
|
15
|
|
|
$
|
624,811
|
|
|
$
|
(426,446
|
)
|
|
—
|
|
|
$
|
198,380
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,326
|
)
|
|
—
|
|
|
(145,326
|
)
|
|||||
Tender Offer of Mandatory Convertible & TEU (debt to stock conversion)
|
4,969
|
|
|
5
|
|
|
56,670
|
|
|
—
|
|
|
—
|
|
|
56,675
|
|
|||||
Amortization of nonvested stock option awards
|
—
|
|
|
—
|
|
|
2,569
|
|
|
|
|
—
|
|
|
2,569
|
|
||||||
Amortization of stock option awards
|
—
|
|
|
—
|
|
|
1,459
|
|
|
—
|
|
|
—
|
|
|
1,459
|
|
|||||
Tax deficiency from stock transactions
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|||||
Shares issued under employee stock plans, net
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of prepaid stock purchase contracts
|
—
|
|
|
—
|
|
|
88,361
|
|
|
—
|
|
|
—
|
|
|
88,361
|
|
|||||
Common stock issued
|
4,400
|
|
|
5
|
|
|
60,335
|
|
|
—
|
|
|
—
|
|
|
60,340
|
|
|||||
Common stock redeemed
|
(9
|
)
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|||||
Balance at September 30, 2012
|
24,602
|
|
|
$
|
25
|
|
|
$
|
833,994
|
|
|
$
|
(571,772
|
)
|
|
$
|
—
|
|
|
$
|
262,247
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,868
|
)
|
|
—
|
|
|
(33,868
|
)
|
|||||
Conversion of Mandatory Convertible Notes (debt to stock conversion)
|
566
|
|
|
—
|
|
|
9,402
|
|
|
—
|
|
|
—
|
|
|
9,402
|
|
|||||
Amortization of nonvested stock option awards
|
—
|
|
|
—
|
|
|
1,986
|
|
|
—
|
|
|
—
|
|
|
1,986
|
|
|||||
Amortization of stock option awards
|
—
|
|
|
—
|
|
|
872
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|||||
Exercises of stock options
|
1
|
|
|
—
|
|
|
7
|
|
|
|
|
—
|
|
|
7
|
|
||||||
Tax deficiency from stock transactions
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||
Shares issued under employee stock plans, net
|
83
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Common stock issued
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Common stock redeemed
|
(6
|
)
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|||||
Balance at September 30, 2013
|
25,246
|
|
|
$
|
25
|
|
|
$
|
846,165
|
|
|
$
|
(605,640
|
)
|
|
$
|
—
|
|
|
$
|
240,550
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
34,383
|
|
|
—
|
|
|
34,383
|
|
|||||
Unrealized loss on available-for-sale investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,276
|
)
|
|
(1,276
|
)
|
|||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,107
|
|
|||||
Conversion of TEU (debt to stock conversion)
|
1,368
|
|
|
2
|
|
|
2,482
|
|
|
—
|
|
|
—
|
|
|
2,484
|
|
|||||
Amortization of nonvested stock option awards
|
—
|
|
|
—
|
|
|
1,755
|
|
|
—
|
|
|
—
|
|
|
1,755
|
|
|||||
Amortization of stock option awards
|
—
|
|
|
—
|
|
|
832
|
|
|
—
|
|
|
—
|
|
|
832
|
|
|||||
Exercises of stock options
|
3
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||
Shares issued under employee stock plans, net
|
596
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||
Tax excess from stock transactions
|
—
|
|
|
—
|
|
|
698
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|||||
Forfeiture of restricted stock
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock redeemed
|
(24
|
)
|
|
—
|
|
|
(450
|
)
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|||||
Balance at September 30, 2014
|
27,173
|
|
|
$
|
27
|
|
|
$
|
851,624
|
|
|
$
|
(571,257
|
)
|
|
$
|
(1,276
|
)
|
|
$
|
279,118
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
34,383
|
|
|
$
|
(33,868
|
)
|
|
$
|
(145,326
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
13,279
|
|
|
12,784
|
|
|
13,545
|
|
|||
Stock-based compensation expense
|
2,587
|
|
|
2,858
|
|
|
4,028
|
|
|||
Inventory impairments and option contract abandonments
|
8,307
|
|
|
2,650
|
|
|
12,789
|
|
|||
Deferred and other income tax benefit
|
(12,590
|
)
|
|
(421
|
)
|
|
(38,782
|
)
|
|||
Changes in allowance for doubtful accounts
|
(406
|
)
|
|
(584
|
)
|
|
(1,637
|
)
|
|||
Equity in (income) loss of unconsolidated entities
|
(6,545
|
)
|
|
114
|
|
|
(267
|
)
|
|||
Cash distributions of income from unconsolidated entities
|
566
|
|
|
336
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
2,670
|
|
|
4,636
|
|
|
45,097
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(11,681
|
)
|
|
2,841
|
|
|
9,751
|
|
|||
Decrease (increase) in income tax receivable
|
2,767
|
|
|
3,559
|
|
|
(1,549
|
)
|
|||
(Increase) decrease in inventory
|
(230,138
|
)
|
|
(186,349
|
)
|
|
92,790
|
|
|||
Decrease in other assets
|
1,292
|
|
|
1,906
|
|
|
6,907
|
|
|||
Increase (decrease) in trade accounts payable
|
22,437
|
|
|
14,532
|
|
|
(3,427
|
)
|
|||
Increase (decrease) in other liabilities
|
13,002
|
|
|
413
|
|
|
(14,703
|
)
|
|||
Other changes
|
(399
|
)
|
|
(49
|
)
|
|
(61
|
)
|
|||
Net cash used in operating activities
|
(160,469
|
)
|
|
(174,642
|
)
|
|
(20,845
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(14,553
|
)
|
|
(10,761
|
)
|
|
(17,363
|
)
|
|||
Investments in unconsolidated entities
|
(5,218
|
)
|
|
(3,879
|
)
|
|
(2,407
|
)
|
|||
Return of capital from unconsolidated entities
|
1,703
|
|
|
510
|
|
|
610
|
|
|||
Increases in restricted cash
|
(15,608
|
)
|
|
(4,790
|
)
|
|
(3,260
|
)
|
|||
Decreases in restricted cash
|
1,645
|
|
|
209,072
|
|
|
27,058
|
|
|||
Net cash (used in) provided by investing activities
|
(32,031
|
)
|
|
190,152
|
|
|
4,638
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of debt
|
(307,602
|
)
|
|
(184,723
|
)
|
|
(290,387
|
)
|
|||
Proceeds from issuance of new debt
|
325,000
|
|
|
397,082
|
|
|
300,000
|
|
|||
Repayment of cash secured loans
|
—
|
|
|
(205,000
|
)
|
|
(20,000
|
)
|
|||
Debt issuance costs
|
(5,490
|
)
|
|
(5,548
|
)
|
|
(10,845
|
)
|
|||
Proceeds from issuance of common stock, net
|
—
|
|
|
—
|
|
|
60,340
|
|
|||
Proceeds from issuance of TEU prepaid stock purchase contracts, net
|
—
|
|
|
—
|
|
|
88,361
|
|
|||
Proceeds from issuance of TEU amortizing notes
|
—
|
|
|
—
|
|
|
23,500
|
|
|||
Settlement of unconsolidated entity debt obligation
|
—
|
|
|
(500
|
)
|
|
(15,862
|
)
|
|||
Other changes
|
287
|
|
|
(157
|
)
|
|
(1,508
|
)
|
|||
Net cash provided by financing activities
|
12,195
|
|
|
1,154
|
|
|
133,599
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(180,305
|
)
|
|
16,664
|
|
|
117,392
|
|
|||
Cash and cash equivalents at beginning of period
|
504,459
|
|
|
487,795
|
|
|
370,403
|
|
|||
Cash and cash equivalents at end of period
|
$
|
324,154
|
|
|
$
|
504,459
|
|
|
$
|
487,795
|
|
•
|
management has the authority and commits to a plan to sell the land;
|
•
|
the land is available for immediate sale in its present conditions;
|
•
|
there is an active program to locate a buyer and the plan to sell the property has been initiated;
|
•
|
the sale of the land is probable within one year;
|
•
|
the property is being actively marketed at a reasonable sale price relative to its current fair value; and
|
•
|
it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.
|
Buildings
|
|
25 - 30 years
|
Building improvements
|
|
Lesser of estimated useful life of the improvements or remaining useful life of the building
|
Information systems
|
|
Lesser of estimated useful life of the asset or 5 years
|
Furniture, fixtures, and computer and office equipment
|
|
3 - 7 years
|
Model and sales office improvements
|
|
Lesser of estimated useful life of the asset or estimated useful life of the community
|
Leasehold improvements
|
|
Lesser of the lease term or the estimated useful life of the asset
|
(In thousands)
|
September 30, 2014
|
|
September 30, 2013
|
||||
Income tax liabilities
|
$
|
5,576
|
|
|
$
|
20,170
|
|
Accrued warranty expenses
|
16,084
|
|
|
11,663
|
|
||
Accrued interest
|
34,645
|
|
|
33,372
|
|
||
Accrued and deferred compensation
|
24,270
|
|
|
25,579
|
|
||
Customer deposits
|
11,977
|
|
|
11,408
|
|
||
Other
|
49,964
|
|
|
43,431
|
|
||
Total
|
$
|
142,516
|
|
|
$
|
145,623
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Decrease in obligations related to land not owned under option agreements
|
$
|
(1,717
|
)
|
|
$
|
(154
|
)
|
|
$
|
(602
|
)
|
Decrease in future land purchase rights
|
—
|
|
|
—
|
|
|
(11,651
|
)
|
|||
Contribution of future land purchase rights to unconsolidated entities
|
—
|
|
|
—
|
|
|
11,651
|
|
|||
Decrease in debt related to conversion of Mandatory Convertible Subordinated Notes and Tangible Equity Units for common stock
|
(2,376
|
)
|
|
(9,402
|
)
|
|
(55,308
|
)
|
|||
Contribution of Pre-Owned net assets for investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
(19,670
|
)
|
|||
Sale of interest in REIT for shares of AMH
|
26,040
|
|
|
—
|
|
|
—
|
|
|||
Purchase of AMH shares in exchange for interest in REIT
|
(26,040
|
)
|
|
—
|
|
|
—
|
|
|||
Non-cash land acquisitions
|
20,274
|
|
|
11,000
|
|
|
7,813
|
|
|||
Issuance of stock under deferred bonus stock plans
|
103
|
|
|
68
|
|
|
—
|
|
|||
Supplemental disclosure of cash activity:
|
|
|
|
|
|
||||||
Interest payments
|
117,501
|
|
|
102,716
|
|
|
126,313
|
|
|||
Income tax payments
|
212
|
|
|
403
|
|
|
831
|
|
|||
Tax refunds received
|
33,271
|
|
|
6,730
|
|
|
2,568
|
|
(In thousands)
|
September 30, 2014
|
|
September 30, 2013
|
||||
Beazer’s investment in unconsolidated entities
|
$
|
13,576
|
|
|
$
|
44,997
|
|
Total equity of unconsolidated entities
|
59,336
|
|
|
385,040
|
|
||
Total outstanding borrowings of unconsolidated entities
|
11,254
|
|
|
85,938
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Continuing operations:
|
|
|
|
|
|
||||||
Income from unconsolidated entity activity
|
$
|
6,545
|
|
|
$
|
68
|
|
|
$
|
304
|
|
Impairment of unconsolidated entity investment
|
—
|
|
|
(181
|
)
|
|
—
|
|
|||
Equity in income (loss) of unconsolidated entities - continuing operations
|
$
|
6,545
|
|
|
$
|
(113
|
)
|
|
$
|
304
|
|
(In thousands)
|
September 30, 2014
|
|
September 30, 2013
|
||||
Homes under construction
|
$
|
282,095
|
|
|
$
|
262,476
|
|
Development projects in progress
|
786,768
|
|
|
578,453
|
|
||
Land held for future development
|
301,048
|
|
|
341,986
|
|
||
Land held for sale
|
51,672
|
|
|
31,331
|
|
||
Capitalized interest
|
87,619
|
|
|
52,562
|
|
||
Model homes
|
48,294
|
|
|
37,886
|
|
||
Total owned inventory
|
$
|
1,557,496
|
|
|
$
|
1,304,694
|
|
(In thousands)
|
Projects in
Progress
|
|
Held for Future
Development
|
|
Land Held
for Sale
|
|
Total Owned
Inventory
|
||||||||
September 30, 2014
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
462,508
|
|
|
$
|
260,898
|
|
|
$
|
10,026
|
|
|
$
|
733,432
|
|
East Segment
|
353,859
|
|
|
29,239
|
|
|
34,530
|
|
|
417,628
|
|
||||
Southeast Segment
|
264,843
|
|
|
10,911
|
|
|
4,821
|
|
|
280,575
|
|
||||
Unallocated & Other
|
123,566
|
|
|
—
|
|
|
2,295
|
|
|
125,861
|
|
||||
Total
|
$
|
1,204,776
|
|
|
$
|
301,048
|
|
|
$
|
51,672
|
|
|
$
|
1,557,496
|
|
September 30, 2013
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
339,319
|
|
|
$
|
292,875
|
|
|
$
|
16,572
|
|
|
$
|
648,766
|
|
East Segment
|
331,894
|
|
|
25,491
|
|
|
3,833
|
|
|
361,218
|
|
||||
Southeast Segment
|
178,624
|
|
|
23,620
|
|
|
8,208
|
|
|
210,452
|
|
||||
Unallocated & Other
|
81,540
|
|
|
—
|
|
|
2,718
|
|
|
84,258
|
|
||||
Total
|
$
|
931,377
|
|
|
$
|
341,986
|
|
|
$
|
31,331
|
|
|
$
|
1,304,694
|
|
($ 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
|
|||||
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|||||
West
|
5
|
|
|
3
|
|
|
$
|
25,191
|
|
|
90.9
|
%
|
East (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
Southeast
|
2
|
|
|
1
|
|
|
7,479
|
|
|
120.2
|
%
|
|
Unallocated
|
—
|
|
|
—
|
|
|
2,558
|
|
|
100.0
|
%
|
|
Total
|
8
|
|
|
4
|
|
|
$
|
35,228
|
|
|
97.8
|
%
|
|
|
|
|
|
|
|
|
|||||
Year Ended September 30, 2013
|
|
|
|
|
|
|
|
|||||
West
|
1
|
|
|
1
|
|
|
$
|
11,080
|
|
|
117.6
|
%
|
East
|
3
|
|
|
3
|
|
|
9,588
|
|
|
107.0
|
%
|
|
Southeast
|
1
|
|
|
1
|
|
|
5,257
|
|
|
128.6
|
%
|
|
Unallocated
|
—
|
|
|
—
|
|
|
1,755
|
|
|
100.0
|
%
|
|
Total
|
5
|
|
|
5
|
|
|
$
|
27,680
|
|
|
114.9
|
%
|
|
|
|
|
|
|
|
|
|||||
Year Ended September 30, 2012
|
|
|
|
|
|
|
|
|||||
West
|
14
|
|
|
8
|
|
|
$
|
28,467
|
|
|
94.7
|
%
|
East
|
12
|
|
|
8
|
|
|
30,052
|
|
|
91.8
|
%
|
|
Southeast
|
5
|
|
|
3
|
|
|
9,247
|
|
|
116.5
|
%
|
|
Unallocated
|
—
|
|
|
—
|
|
|
5,193
|
|
|
100.0
|
%
|
|
Total
|
31
|
|
|
19
|
|
|
$
|
72,959
|
|
|
96.7
|
%
|
($ in thousands)
|
Results of Discounted Cash Flow Analyses Prepared
|
||||||||||||
Segment
|
# of
Communities
Impaired
|
|
# of Lots
Impaired
|
|
Impairment
Charge
|
|
Estimated Fair
Value of
Impaired
Inventory at
Period End
|
||||||
Year Ended September 30, 2014
|
|||||||||||||
West
|
2
|
|
|
180
|
|
|
$
|
4,948
|
|
|
$
|
14,379
|
|
East (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Southeast
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Unallocated
|
—
|
|
|
—
|
|
|
373
|
|
|
—
|
|
||
Continuing Operations (a)
|
2
|
|
|
180
|
|
|
5,321
|
|
|
14,379
|
|
||
Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total (a)
|
2
|
|
|
180
|
|
|
$
|
5,321
|
|
|
$
|
14,379
|
|
|
|
|
|
|
|
|
|
||||||
Year Ended September 30, 2012
|
|
|
|
||||||||||
West
|
2
|
|
|
116
|
|
|
$
|
3,902
|
|
|
$
|
11,058
|
|
East
|
2
|
|
|
93
|
|
|
4,316
|
|
|
7,342
|
|
||
Southeast
|
1
|
|
|
37
|
|
|
796
|
|
|
2,457
|
|
||
Unallocated
|
—
|
|
|
—
|
|
|
473
|
|
|
—
|
|
||
Continuing Operations
|
5
|
|
|
246
|
|
|
9,487
|
|
|
20,857
|
|
||
Discontinued Operations
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||
Total
|
5
|
|
|
246
|
|
|
$
|
9,547
|
|
|
$
|
20,857
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Development projects and homes in process (Held for Development)
|
|
|
|
|
|
||||||
West
|
$
|
4,948
|
|
|
$
|
46
|
|
|
$
|
3,902
|
|
East
|
100
|
|
|
13
|
|
|
4,316
|
|
|||
Southeast
|
—
|
|
|
—
|
|
|
796
|
|
|||
Unallocated
|
373
|
|
|
—
|
|
|
473
|
|
|||
Subtotal
|
$
|
5,421
|
|
|
$
|
59
|
|
|
$
|
9,487
|
|
Land Held for Sale
|
|
|
|
|
|
||||||
West
|
$
|
—
|
|
|
$
|
228
|
|
|
$
|
—
|
|
East
|
232
|
|
|
123
|
|
|
100
|
|
|||
Southeast
|
28
|
|
|
1,778
|
|
|
208
|
|
|||
Subtotal
|
$
|
260
|
|
|
$
|
2,129
|
|
|
$
|
308
|
|
Lot Option Abandonments
|
|
|
|
|
|
||||||
West
|
$
|
—
|
|
|
$
|
104
|
|
|
$
|
301
|
|
East
|
131
|
|
|
20
|
|
|
1,320
|
|
|||
Southeast
|
2,495
|
|
|
321
|
|
|
792
|
|
|||
Unallocated
|
—
|
|
|
—
|
|
|
2
|
|
|||
Subtotal
|
$
|
2,626
|
|
|
$
|
445
|
|
|
$
|
2,415
|
|
Continuing Operations
|
$
|
8,307
|
|
|
$
|
2,633
|
|
|
$
|
12,210
|
|
Discontinued Operations
|
|
|
|
|
|
||||||
Held for Development
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Land Held for Sale
|
—
|
|
|
17
|
|
|
503
|
|
|||
Lot Option Abandonments
|
—
|
|
|
—
|
|
|
16
|
|
|||
Subtotal
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
579
|
|
Total Company
|
$
|
8,307
|
|
|
$
|
2,650
|
|
|
$
|
12,789
|
|
(In thousands)
|
Deposits &
Non-refundable
Preacquisition
Costs Incurred
|
|
Remaining
Obligation
|
|
Land Not Owned -
Under Option
Agreements
|
||||||
As of September 30, 2014
|
|
|
|
|
|
||||||
Consolidated VIEs
|
$
|
941
|
|
|
$
|
2,916
|
|
|
$
|
3,857
|
|
Unconsolidated lot option agreements
|
42,588
|
|
|
417,618
|
|
|
—
|
|
|||
Total lot option agreements
|
$
|
43,529
|
|
|
$
|
420,534
|
|
|
$
|
3,857
|
|
As of September 30, 2013
|
|
|
|
|
|
||||||
Consolidated VIEs
|
$
|
4,491
|
|
|
$
|
4,633
|
|
|
$
|
9,124
|
|
Unconsolidated lot option agreements
|
32,822
|
|
|
284,005
|
|
|
—
|
|
|||
Total lot option agreements
|
$
|
37,313
|
|
|
$
|
288,638
|
|
|
$
|
9,124
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Capitalized interest in inventory, beginning of period
|
$
|
52,562
|
|
|
$
|
38,190
|
|
|
$
|
45,973
|
|
Interest incurred
|
126,906
|
|
|
115,076
|
|
|
124,918
|
|
|||
Capitalized interest impaired
|
(245
|
)
|
|
—
|
|
|
(275
|
)
|
|||
Interest expense not qualified for capitalization and included as other expense
|
(50,784
|
)
|
|
(59,458
|
)
|
|
(71,474
|
)
|
|||
Capitalized interest amortized to house construction and land sales expenses
|
(40,820
|
)
|
|
(41,246
|
)
|
|
(60,952
|
)
|
|||
Capitalized interest in inventory, end of period
|
$
|
87,619
|
|
|
$
|
52,562
|
|
|
$
|
38,190
|
|
|
Fiscal Year Ended September 30,
|
||||||
(In thousands)
|
2014
|
|
2013
|
||||
Buildings and improvements
|
$
|
2,329
|
|
|
$
|
2,329
|
|
Model and sales office improvements
|
25,334
|
|
|
23,046
|
|
||
Leasehold improvements
|
4,197
|
|
|
4,212
|
|
||
Information systems
|
17,554
|
|
|
16,532
|
|
||
Furniture, fixtures and office equipment
|
9,999
|
|
|
16,215
|
|
||
Property, plant and equipment, gross
|
59,413
|
|
|
62,334
|
|
||
Less: Accumulated Depreciation
|
(40,740
|
)
|
|
(45,334
|
)
|
||
Property, plant and equipment, net
|
$
|
18,673
|
|
|
$
|
17,000
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax computed at statutory rate
|
$
|
(2,406
|
)
|
|
$
|
(12,479
|
)
|
|
$
|
(61,590
|
)
|
State income taxes, net of federal benefit
|
(172
|
)
|
|
(684
|
)
|
|
(6,055
|
)
|
|||
Valuation allowance - IRS Settlement
|
(26,846
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance - other
|
3,023
|
|
|
11,729
|
|
|
59,601
|
|
|||
Changes for uncertain tax positions
|
(14,276
|
)
|
|
(1,909
|
)
|
|
(32,441
|
)
|
|||
IRS interest refund
|
(1,714
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
594
|
|
|
(146
|
)
|
|
138
|
|
|||
Total
|
$
|
(41,797
|
)
|
|
$
|
(3,489
|
)
|
|
$
|
(40,347
|
)
|
(In thousands)
|
September 30, 2014
|
|
September 30, 2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Warranty and other reserves
|
$
|
11,587
|
|
|
$
|
11,559
|
|
Incentive compensation
|
18,993
|
|
|
17,368
|
|
||
Property, equipment and other assets
|
2,750
|
|
|
2,455
|
|
||
Federal and state tax carryforwards
|
357,146
|
|
|
383,508
|
|
||
Inventory adjustments
|
95,237
|
|
|
114,416
|
|
||
Uncertain tax positions
|
1,911
|
|
|
14,415
|
|
||
Other
|
3,923
|
|
|
3,052
|
|
||
Total deferred tax assets
|
491,547
|
|
|
546,773
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferred revenues
|
(43,496
|
)
|
|
(54,257
|
)
|
||
Total deferred tax liabilities
|
(43,496
|
)
|
|
(54,257
|
)
|
||
Net deferred tax assets before valuation allowance
|
448,051
|
|
|
492,516
|
|
||
Valuation allowance
|
(445,228
|
)
|
|
(487,263
|
)
|
||
Net deferred tax assets
|
$
|
2,823
|
|
|
$
|
5,253
|
|
|
September 30, 2014
|
||
(In thousands)
|
|
||
Deferred tax assets:
|
|
||
Subject to annual limitation
|
$
|
102,207
|
|
Generally not subject to annual limitation
|
348,435
|
|
|
Certain components likely to be subject to annual limitation
|
40,905
|
|
|
Total deferred tax assets
|
491,547
|
|
|
Deferred tax liabilities
|
(43,496
|
)
|
|
Net deferred tax assets before valuation allowance
|
448,051
|
|
|
Valuation allowance
|
(445,228
|
)
|
|
Net deferred tax assets
|
$
|
2,823
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
17,464
|
|
|
$
|
19,630
|
|
|
$
|
46,648
|
|
Additions for (reductions in) tax positions related to current year
|
150
|
|
|
(1,620
|
)
|
|
903
|
|
|||
Additions for tax positions related to prior years
|
1,365
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(14,201
|
)
|
|
—
|
|
|
(27,181
|
)
|
|||
Lapse of statute of limitations
|
(162
|
)
|
|
(546
|
)
|
|
(740
|
)
|
|||
Balance at end of year
|
$
|
4,616
|
|
|
$
|
17,464
|
|
|
$
|
19,630
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
$
|
11,663
|
|
|
$
|
15,477
|
|
|
$
|
17,916
|
|
Accruals for warranties issued
|
6,087
|
|
|
5,897
|
|
|
6,540
|
|
|||
Changes in liability related to warranties existing in prior periods
|
9,836
|
|
|
(2,856
|
)
|
|
(2,677
|
)
|
|||
Payments made
|
(11,502
|
)
|
|
(6,855
|
)
|
|
(6,302
|
)
|
|||
Balance at end of period
|
$
|
16,084
|
|
|
$
|
11,663
|
|
|
$
|
15,477
|
|
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Available-for-sale marketable equity securities (a)
|
$
|
24,765
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,765
|
|
Deferred compensation plan assets (a)
|
—
|
|
|
517
|
|
|
—
|
|
|
517
|
|
||||
Development projects in progress (b)
|
—
|
|
|
—
|
|
|
14,379
|
|
|
14,379
|
|
||||
Land held for sale (b)
|
—
|
|
|
—
|
|
|
4,117
|
|
|
4,117
|
|
||||
Year Ended September 30, 2013
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets (a)
|
—
|
|
|
653
|
|
|
—
|
|
|
653
|
|
||||
Development projects in progress (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Land held for sale (b)
|
—
|
|
|
—
|
|
|
4,072
|
|
|
4,072
|
|
|
As of September 30, 2014
|
|
As of September 30, 2013
|
||||||||||||
(In thousands)
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Senior Notes
|
$
|
1,435,183
|
|
|
$
|
1,462,899
|
|
|
$
|
1,416,860
|
|
|
$
|
1,469,904
|
|
Junior Subordinated Notes
|
55,736
|
|
|
55,736
|
|
|
53,670
|
|
|
53,670
|
|
||||
|
$
|
1,490,919
|
|
|
$
|
1,518,635
|
|
|
$
|
1,470,530
|
|
|
$
|
1,523,574
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Expected life of options
|
5.1 years
|
|
|
5.0 years
|
|
|
5.0 years
|
|
|||
Expected volatility
|
45.99
|
%
|
|
46.15
|
%
|
|
44.77
|
%
|
|||
Expected discrete dividends
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average risk-free interest rate
|
1.42
|
%
|
|
0.63
|
%
|
|
0.90
|
%
|
|||
Weighted average fair value
|
$
|
7.97
|
|
|
$
|
5.48
|
|
|
$
|
4.30
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Shares
|
|
Weighted-
Average Exercise Price |
|||||||||
Outstanding at beginning of period
|
560,784
|
|
|
$
|
33.01
|
|
|
429,973
|
|
|
$
|
48.80
|
|
|
375,248
|
|
|
$
|
48.85
|
|
Granted
|
161,010
|
|
|
19.11
|
|
|
160,651
|
|
|
13.56
|
|
|
109,507
|
|
|
10.80
|
|
|||
Exercised
|
(2,788
|
)
|
|
14.29
|
|
|
(681
|
)
|
|
10.80
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
(55,811
|
)
|
|
170.32
|
|
|
(22,914
|
)
|
|
47.65
|
|
|
(10,948
|
)
|
|
82.51
|
|
|||
Forfeited
|
(12,972
|
)
|
|
19.85
|
|
|
(6,245
|
)
|
|
17.93
|
|
|
(43,834
|
)
|
|
24.13
|
|
|||
Outstanding at end of period
|
650,223
|
|
|
$
|
18.12
|
|
|
560,784
|
|
|
$
|
33.01
|
|
|
429,973
|
|
|
$
|
48.80
|
|
Exercisable at end of period
|
355,703
|
|
|
$
|
19.74
|
|
|
310,120
|
|
|
$
|
48.73
|
|
|
247,588
|
|
|
$
|
58.61
|
|
Vested or expected to vest in the future
|
649,773
|
|
|
$
|
18.12
|
|
|
558,519
|
|
|
$
|
33.09
|
|
|
428,597
|
|
|
$
|
40.88
|
|
|
|
Stock Options/SSARs Outstanding
|
|
Stock Options/SSARs Exercisable
|
||||||||||||||
Range of Exercise Price
|
|
Number Outstanding
|
|
Weighted Average Contractual Remaining Life (Years)
|
|
Weighted Average Exercise Price
|
|
Number Exercisable
|
|
Weighted Average Contractual Remaining Life (Years)
|
|
Weighted Average Exercise Price
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$1 - $15
|
|
255,747
|
|
|
5.71
|
|
$
|
12.28
|
|
|
120,644
|
|
|
5.54
|
|
$
|
11.85
|
|
$16 - $20
|
|
250,826
|
|
|
5.23
|
|
19.30
|
|
|
92,224
|
|
|
1.99
|
|
19.61
|
|
||
$21-$75
|
|
143,660
|
|
|
2.85
|
|
26.48
|
|
|
142,835
|
|
|
2.83
|
|
26.44
|
|
||
$1-$75
|
|
650,233
|
|
|
2.88
|
|
$
|
18.12
|
|
|
355,703
|
|
|
3.02
|
|
$
|
19.74
|
|
|
Year Ended September 30, 2014
|
|
Year Ended September 30, 2013
|
|
Year Ended September 30, 2012
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Beginning of period
|
280,416
|
|
|
$
|
12.32
|
|
|
323,335
|
|
|
$
|
19.61
|
|
|
288,079
|
|
|
$
|
33.85
|
|
Granted
|
595,567
|
|
|
18.68
|
|
|
99,413
|
|
|
10.95
|
|
|
179,913
|
|
|
7.19
|
|
|||
Vested
|
(113,320
|
)
|
|
22.55
|
|
|
(126,124
|
)
|
|
27.59
|
|
|
(88,497
|
)
|
|
34.20
|
|
|||
Forfeited
|
(16,096
|
)
|
|
15.93
|
|
|
(16,208
|
)
|
|
30.57
|
|
|
(56,160
|
)
|
|
29.97
|
|
|||
End of period
|
746,567
|
|
|
$
|
15.76
|
|
|
280,416
|
|
|
$
|
12.32
|
|
|
323,335
|
|
|
$
|
19.61
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
|
|
|
|
|
||||||
West
|
$
|
556,741
|
|
|
$
|
547,636
|
|
|
$
|
391,648
|
|
East
|
552,082
|
|
|
483,685
|
|
|
402,466
|
|
|||
Southeast
|
354,944
|
|
|
256,256
|
|
|
210,449
|
|
|||
Pre-Owned
|
—
|
|
|
—
|
|
|
1,114
|
|
|||
Continuing Operations
|
$
|
1,463,767
|
|
|
$
|
1,287,577
|
|
|
$
|
1,005,677
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
West
|
$
|
65,442
|
|
|
$
|
59,084
|
|
|
$
|
15,147
|
|
East
|
48,127
|
|
|
40,670
|
|
|
9,152
|
|
|||
Southeast
|
31,854
|
|
|
23,030
|
|
|
14,815
|
|
|||
Pre-Owned
|
—
|
|
|
—
|
|
|
(229
|
)
|
|||
Segment total
|
145,423
|
|
|
122,784
|
|
|
38,885
|
|
|||
Corporate and unallocated (a)
|
(89,734
|
)
|
|
(95,523
|
)
|
|
(100,943
|
)
|
|||
Total operating income (loss)
|
$
|
55,689
|
|
|
$
|
27,261
|
|
|
$
|
(62,058
|
)
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
West
|
$
|
5,722
|
|
|
$
|
5,305
|
|
|
$
|
4,980
|
|
East
|
3,447
|
|
|
3,479
|
|
|
3,536
|
|
|||
Southeast
|
2,075
|
|
|
1,683
|
|
|
1,710
|
|
|||
Pre-Owned
|
—
|
|
|
—
|
|
|
330
|
|
|||
Segment total
|
11,244
|
|
|
10,467
|
|
|
10,556
|
|
|||
Corporate and unallocated (a)
|
2,035
|
|
|
2,317
|
|
|
2,954
|
|
|||
Continuing Operations
|
$
|
13,279
|
|
|
$
|
12,784
|
|
|
$
|
13,510
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
West
|
$
|
6,660
|
|
|
$
|
4,835
|
|
|
$
|
3,031
|
|
East
|
3,050
|
|
|
1,915
|
|
|
3,532
|
|
|||
Southeast
|
2,979
|
|
|
1,311
|
|
|
1,814
|
|
|||
Pre-Owned (b)
|
—
|
|
|
—
|
|
|
7,933
|
|
|||
Corporate and unallocated
|
1,864
|
|
|
2,700
|
|
|
1,053
|
|
|||
Consolidated total
|
$
|
14,553
|
|
|
$
|
10,761
|
|
|
$
|
17,363
|
|
(In thousands)
|
September 30, 2014
|
|
September 30, 2013
|
||||
Assets
|
|
|
|
||||
West
|
$
|
756,575
|
|
|
$
|
680,346
|
|
East
|
433,032
|
|
|
369,937
|
|
||
Southeast
|
299,215
|
|
|
228,814
|
|
||
Corporate and unallocated (c)
|
577,398
|
|
|
707,692
|
|
||
Consolidated total
|
$
|
2,066,220
|
|
|
$
|
1,986,789
|
|
(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, treasury, corporate finance, legal, branding and other national marketing costs. For the
fiscal year
ended September 30, 2012, corporate and unallocated also includes an
$11 million
recovery related to old water intrusion warranty and related legal expenditures.
|
(b)
|
Capital expenditures represent the purchase of previously owned homes through May 2, 2012.
|
(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
|
$
|
301,980
|
|
|
$
|
22,034
|
|
|
$
|
1,614
|
|
|
$
|
(1,474
|
)
|
|
$
|
324,154
|
|
Restricted cash
|
61,945
|
|
|
996
|
|
|
—
|
|
|
—
|
|
|
62,941
|
|
|||||
Accounts receivable (net of allowance of $1,245)
|
—
|
|
|
34,428
|
|
|
1
|
|
|
—
|
|
|
34,429
|
|
|||||
Income tax receivable
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
Owned inventory
|
—
|
|
|
1,557,496
|
|
|
—
|
|
|
—
|
|
|
1,557,496
|
|
|||||
Consolidated inventory not owned
|
—
|
|
|
3,857
|
|
|
—
|
|
|
—
|
|
|
3,857
|
|
|||||
Investments in marketable securities and unconsolidated entities
|
773
|
|
|
37,568
|
|
|
—
|
|
|
—
|
|
|
38,341
|
|
|||||
Deferred tax assets, net
|
2,823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,823
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
18,673
|
|
|
—
|
|
|
—
|
|
|
18,673
|
|
|||||
Investments in subsidiaries
|
253,540
|
|
|
—
|
|
|
—
|
|
|
(253,540
|
)
|
|
—
|
|
|||||
Intercompany
|
1,195,349
|
|
|
—
|
|
|
2,405
|
|
|
(1,197,754
|
)
|
|
—
|
|
|||||
Other assets
|
17,226
|
|
|
6,144
|
|
|
90
|
|
|
—
|
|
|
23,460
|
|
|||||
Total assets
|
$
|
1,833,682
|
|
|
$
|
1,681,196
|
|
|
$
|
4,110
|
|
|
$
|
(1,452,768
|
)
|
|
$
|
2,066,220
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
106,237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106,237
|
|
Other liabilities
|
38,871
|
|
|
102,833
|
|
|
812
|
|
|
—
|
|
|
142,516
|
|
|||||
Intercompany
|
2,405
|
|
|
1,196,823
|
|
|
—
|
|
|
$
|
(1,199,228
|
)
|
|
—
|
|
||||
Obligations related to land not owned under option agreements
|
—
|
|
|
2,916
|
|
|
—
|
|
|
—
|
|
|
2,916
|
|
|||||
Total debt (net of discounts of $4,399)
|
1,513,288
|
|
|
22,145
|
|
|
—
|
|
|
—
|
|
|
1,535,433
|
|
|||||
Total liabilities
|
1,554,564
|
|
|
1,430,954
|
|
|
812
|
|
|
$
|
(1,199,228
|
)
|
|
1,787,102
|
|
||||
Stockholders’ equity
|
279,118
|
|
|
250,242
|
|
|
3,298
|
|
|
(253,540
|
)
|
|
279,118
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,833,682
|
|
|
$
|
1,681,196
|
|
|
$
|
4,110
|
|
|
$
|
(1,452,768
|
)
|
|
$
|
2,066,220
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
499,341
|
|
|
$
|
6,324
|
|
|
$
|
1,637
|
|
|
$
|
(2,843
|
)
|
|
$
|
504,459
|
|
Restricted cash
|
47,873
|
|
|
1,105
|
|
|
—
|
|
|
—
|
|
|
48,978
|
|
|||||
Accounts receivable (net of allowance of $1,651)
|
—
|
|
|
22,339
|
|
|
3
|
|
|
—
|
|
|
22,342
|
|
|||||
Income tax receivable
|
2,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,813
|
|
|||||
Owned inventory
|
—
|
|
|
1,304,694
|
|
|
—
|
|
|
—
|
|
|
1,304,694
|
|
|||||
Consolidated inventory not owned
|
—
|
|
|
9,124
|
|
|
—
|
|
|
—
|
|
|
9,124
|
|
|||||
Investments in marketable securities and unconsolidated entities
|
773
|
|
|
44,224
|
|
|
—
|
|
|
—
|
|
|
44,997
|
|
|||||
Deferred tax assets, net
|
5,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,253
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
17,000
|
|
|
—
|
|
|
—
|
|
|
17,000
|
|
|||||
Investments in subsidiaries
|
123,600
|
|
|
—
|
|
|
—
|
|
|
(123,600
|
)
|
|
—
|
|
|||||
Intercompany
|
1,088,949
|
|
|
—
|
|
|
2,747
|
|
|
(1,091,696
|
)
|
|
—
|
|
|||||
Other assets
|
19,602
|
|
|
7,147
|
|
|
380
|
|
|
—
|
|
|
27,129
|
|
|||||
Total assets
|
$
|
1,788,204
|
|
|
$
|
1,411,957
|
|
|
$
|
4,767
|
|
|
$
|
(1,218,139
|
)
|
|
$
|
1,986,789
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
83,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,800
|
|
Other liabilities
|
52,009
|
|
|
92,384
|
|
|
1,230
|
|
|
—
|
|
|
145,623
|
|
|||||
Intercompany
|
2,747
|
|
|
1,091,792
|
|
|
—
|
|
|
(1,094,539
|
)
|
|
—
|
|
|||||
Obligations related to land not owned under option agreements
|
—
|
|
|
4,633
|
|
|
—
|
|
|
—
|
|
|
4,633
|
|
|||||
Total debt (net of discounts of $5,160)
|
1,492,898
|
|
|
19,285
|
|
|
—
|
|
|
—
|
|
|
1,512,183
|
|
|||||
Total liabilities
|
1,547,654
|
|
|
1,291,894
|
|
|
1,230
|
|
|
(1,094,539
|
)
|
|
1,746,239
|
|
|||||
Stockholders’ equity
|
240,550
|
|
|
120,063
|
|
|
3,537
|
|
|
(123,600
|
)
|
|
240,550
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,788,204
|
|
|
$
|
1,411,957
|
|
|
$
|
4,767
|
|
|
$
|
(1,218,139
|
)
|
|
$
|
1,986,789
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
1,463,767
|
|
|
$
|
379
|
|
|
$
|
(379
|
)
|
|
$
|
1,463,767
|
|
Home construction and land sales expenses
|
39,255
|
|
|
1,153,125
|
|
|
—
|
|
|
(379
|
)
|
|
1,192,001
|
|
|||||
Inventory impairments and option contract abandonments
|
245
|
|
|
8,062
|
|
|
—
|
|
|
—
|
|
|
8,307
|
|
|||||
Gross (loss) profit
|
(39,500
|
)
|
|
302,580
|
|
|
379
|
|
|
—
|
|
|
263,459
|
|
|||||
Commissions
|
—
|
|
|
58,028
|
|
|
—
|
|
|
—
|
|
|
58,028
|
|
|||||
General and administrative expenses
|
—
|
|
|
136,349
|
|
|
114
|
|
|
—
|
|
|
136,463
|
|
|||||
Depreciation and amortization
|
—
|
|
|
13,279
|
|
|
—
|
|
|
—
|
|
|
13,279
|
|
|||||
Operating (loss) income
|
(39,500
|
)
|
|
94,924
|
|
|
265
|
|
|
—
|
|
|
55,689
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
6,545
|
|
|
—
|
|
|
—
|
|
|
6,545
|
|
|||||
Loss on extinguishment of debt
|
(19,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,917
|
)
|
|||||
Other (expense) income, net
|
(50,786
|
)
|
|
1,600
|
|
|
(5
|
)
|
|
—
|
|
|
(49,191
|
)
|
|||||
(Loss) income before income taxes
|
(110,203
|
)
|
|
103,069
|
|
|
260
|
|
|
—
|
|
|
(6,874
|
)
|
|||||
(Benefit from) provision for income taxes
|
(14,247
|
)
|
|
(27,642
|
)
|
|
92
|
|
|
—
|
|
|
(41,797
|
)
|
|||||
Equity in income of subsidiaries
|
130,879
|
|
|
—
|
|
|
—
|
|
|
(130,879
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
34,923
|
|
|
130,711
|
|
|
168
|
|
|
(130,879
|
)
|
|
34,923
|
|
|||||
Loss from discontinued operations
|
—
|
|
|
(532
|
)
|
|
(8
|
)
|
|
—
|
|
|
(540
|
)
|
|||||
Equity in loss of subsidiaries
|
(540
|
)
|
|
—
|
|
|
—
|
|
|
540
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
34,383
|
|
|
$
|
130,179
|
|
|
$
|
160
|
|
|
$
|
(130,339
|
)
|
|
$
|
34,383
|
|
Unrealized loss related to available-for-sale securities
|
$
|
(1,276
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,276
|
)
|
Comprehensive income (loss)
|
$
|
33,107
|
|
|
$
|
130,179
|
|
|
$
|
160
|
|
|
$
|
(130,339
|
)
|
|
$
|
33,107
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
1,287,577
|
|
|
$
|
736
|
|
|
$
|
(736
|
)
|
|
$
|
1,287,577
|
|
Home construction and land sales expenses
|
41,246
|
|
|
1,030,304
|
|
|
—
|
|
|
(736
|
)
|
|
1,070,814
|
|
|||||
Inventory impairments and option contract abandonments
|
—
|
|
|
2,633
|
|
|
—
|
|
|
—
|
|
|
2,633
|
|
|||||
Gross (loss) profit
|
(41,246
|
)
|
|
254,640
|
|
|
736
|
|
|
—
|
|
|
214,130
|
|
|||||
Commissions
|
—
|
|
|
52,922
|
|
|
—
|
|
|
—
|
|
|
52,922
|
|
|||||
General and administrative expenses
|
—
|
|
|
121,035
|
|
|
128
|
|
|
—
|
|
|
121,163
|
|
|||||
Depreciation and amortization
|
—
|
|
|
12,784
|
|
|
—
|
|
|
—
|
|
|
12,784
|
|
|||||
Operating (loss) income
|
(41,246
|
)
|
|
67,899
|
|
|
608
|
|
|
—
|
|
|
27,261
|
|
|||||
Equity in loss of unconsolidated entities
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|||||
Loss on extinguishment of debt
|
(4,636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,636
|
)
|
|||||
Other (expense) income, net
|
(59,458
|
)
|
|
1,278
|
|
|
15
|
|
|
—
|
|
|
(58,165
|
)
|
|||||
(Loss) income before income taxes
|
(105,340
|
)
|
|
69,064
|
|
|
623
|
|
|
—
|
|
|
(35,653
|
)
|
|||||
(Benefit from) provision for income taxes
|
(10,765
|
)
|
|
7,058
|
|
|
218
|
|
|
—
|
|
|
(3,489
|
)
|
|||||
Equity in income of subsidiaries
|
62,411
|
|
|
—
|
|
|
—
|
|
|
(62,411
|
)
|
|
—
|
|
|||||
(Loss) income from continuing operations
|
(32,164
|
)
|
|
62,006
|
|
|
405
|
|
|
(62,411
|
)
|
|
(32,164
|
)
|
|||||
(Loss) income from discontinued operations
|
—
|
|
|
(1,736
|
)
|
|
32
|
|
|
—
|
|
|
(1,704
|
)
|
|||||
Equity in loss of subsidiaries
|
(1,704
|
)
|
|
—
|
|
|
—
|
|
|
1,704
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(33,868
|
)
|
|
$
|
60,270
|
|
|
$
|
437
|
|
|
$
|
(60,707
|
)
|
|
$
|
(33,868
|
)
|
Comprehensive (loss) income
|
$
|
(33,868
|
)
|
|
$
|
60,270
|
|
|
$
|
437
|
|
|
$
|
(60,707
|
)
|
|
$
|
(33,868
|
)
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
1,005,677
|
|
|
$
|
941
|
|
|
$
|
(941
|
)
|
|
$
|
1,005,677
|
|
Home construction and land sales expenses
|
60,952
|
|
|
828,368
|
|
|
—
|
|
|
(941
|
)
|
|
888,379
|
|
|||||
Inventory impairments and option contract abandonments
|
275
|
|
|
11,935
|
|
|
—
|
|
|
—
|
|
|
12,210
|
|
|||||
Gross (loss) profit
|
(61,227
|
)
|
|
165,374
|
|
|
941
|
|
|
—
|
|
|
105,088
|
|
|||||
Commissions
|
—
|
|
|
43,585
|
|
|
—
|
|
|
—
|
|
|
43,585
|
|
|||||
General and administrative expenses
|
—
|
|
|
109,937
|
|
|
114
|
|
|
—
|
|
|
110,051
|
|
|||||
Depreciation and amortization
|
—
|
|
|
13,510
|
|
|
—
|
|
|
—
|
|
|
13,510
|
|
|||||
Operating (loss) income
|
(61,227
|
)
|
|
(1,658
|
)
|
|
827
|
|
|
—
|
|
|
(62,058
|
)
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
304
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|||||
Loss on extinguishment of debt
|
(45,097
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,097
|
)
|
|||||
Other (expense) income, net
|
(71,474
|
)
|
|
2,328
|
|
|
27
|
|
|
—
|
|
|
(69,119
|
)
|
|||||
(Loss) income before income taxes
|
(177,798
|
)
|
|
974
|
|
|
854
|
|
|
—
|
|
|
(175,970
|
)
|
|||||
(Benefit from) provision for income taxes
|
(68,026
|
)
|
|
27,380
|
|
|
299
|
|
|
—
|
|
|
(40,347
|
)
|
|||||
Equity in loss of subsidiaries
|
(25,851
|
)
|
|
—
|
|
|
—
|
|
|
25,851
|
|
|
—
|
|
|||||
(Loss) income from continuing operations
|
(135,623
|
)
|
|
(26,406
|
)
|
|
555
|
|
|
25,851
|
|
|
(135,623
|
)
|
|||||
Loss from discontinued operations
|
—
|
|
|
(9,695
|
)
|
|
(8
|
)
|
|
—
|
|
|
(9,703
|
)
|
|||||
Equity in loss of subsidiaries
|
(9,703
|
)
|
|
—
|
|
|
—
|
|
|
9,703
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(145,326
|
)
|
|
$
|
(36,101
|
)
|
|
$
|
547
|
|
|
$
|
35,554
|
|
|
$
|
(145,326
|
)
|
Comprehensive (loss) income
|
$
|
(145,326
|
)
|
|
$
|
(36,101
|
)
|
|
$
|
547
|
|
|
$
|
35,554
|
|
|
$
|
(145,326
|
)
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(119,074
|
)
|
|
$
|
(41,429
|
)
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
(160,469
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(14,553
|
)
|
|
—
|
|
|
—
|
|
|
(14,553
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(5,218
|
)
|
|
—
|
|
|
—
|
|
|
(5,218
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
1,703
|
|
|
—
|
|
|
—
|
|
|
1,703
|
|
|||||
Increases in restricted cash
|
(14,111
|
)
|
|
(1,497
|
)
|
|
—
|
|
|
—
|
|
|
(15,608
|
)
|
|||||
Decreases in restricted cash
|
39
|
|
|
1,606
|
|
|
—
|
|
|
—
|
|
|
1,645
|
|
|||||
Advances to/from subsidiaries
|
(78,951
|
)
|
|
—
|
|
|
—
|
|
|
78,951
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(93,023
|
)
|
|
(17,959
|
)
|
|
—
|
|
|
78,951
|
|
|
(32,031
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(305,061
|
)
|
|
(2,541
|
)
|
|
—
|
|
|
—
|
|
|
(307,602
|
)
|
|||||
Proceeds from issuance of new debt
|
325,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|||||
Debt issuance costs
|
(5,490
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,490
|
)
|
|||||
Payments for other financing activities
|
287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|||||
Advances to/from parent
|
—
|
|
|
77,639
|
|
|
(57
|
)
|
|
(77,582
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
14,736
|
|
|
75,098
|
|
|
(57
|
)
|
|
(77,582
|
)
|
|
12,195
|
|
|||||
Decrease (increase) in cash and cash equivalents
|
(197,361
|
)
|
|
15,710
|
|
|
(23
|
)
|
|
1,369
|
|
|
(180,305
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
499,341
|
|
|
6,324
|
|
|
1,637
|
|
|
(2,843
|
)
|
|
504,459
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
301,980
|
|
|
$
|
22,034
|
|
|
$
|
1,614
|
|
|
$
|
(1,474
|
)
|
|
$
|
324,154
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(89,306
|
)
|
|
$
|
(86,300
|
)
|
|
$
|
964
|
|
|
$
|
—
|
|
|
$
|
(174,642
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(10,761
|
)
|
|
—
|
|
|
—
|
|
|
(10,761
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(3,879
|
)
|
|
—
|
|
|
—
|
|
|
(3,879
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
510
|
|
|
—
|
|
|
—
|
|
|
510
|
|
|||||
Increases in restricted cash
|
(3,460
|
)
|
|
(1,330
|
)
|
|
—
|
|
|
—
|
|
|
(4,790
|
)
|
|||||
Decreases in restricted cash
|
208,487
|
|
|
585
|
|
|
—
|
|
|
—
|
|
|
209,072
|
|
|||||
Net cash provided by (used in) investing activities
|
205,027
|
|
|
(14,875
|
)
|
|
—
|
|
|
—
|
|
|
190,152
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(184,250
|
)
|
|
(473
|
)
|
|
—
|
|
|
—
|
|
|
(184,723
|
)
|
|||||
Proceeds from issuance of new debt
|
397,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397,082
|
|
|||||
Repayment of cash secured loans
|
(205,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205,000
|
)
|
|||||
Debt issuance costs
|
(5,548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,548
|
)
|
|||||
Settlement of unconsolidated entity debt obligations
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||||
Payments for other financing activities
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|||||
Advances to/from subsidiaries
|
(99,901
|
)
|
|
100,257
|
|
|
27
|
|
|
(383
|
)
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(97,774
|
)
|
|
99,284
|
|
|
27
|
|
|
(383
|
)
|
|
1,154
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
17,947
|
|
|
(1,891
|
)
|
|
991
|
|
|
(383
|
)
|
|
16,664
|
|
|||||
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
|
$
|
499,341
|
|
|
$
|
6,324
|
|
|
$
|
1,637
|
|
|
$
|
(2,843
|
)
|
|
$
|
504,459
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(110,429
|
)
|
|
$
|
88,806
|
|
|
$
|
778
|
|
|
$
|
—
|
|
|
$
|
(20,845
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(17,363
|
)
|
|
—
|
|
|
—
|
|
|
(17,363
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(2,407
|
)
|
|
—
|
|
|
—
|
|
|
(2,407
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
610
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|||||
Increases in restricted cash
|
(2,100
|
)
|
|
(1,160
|
)
|
|
—
|
|
|
—
|
|
|
(3,260
|
)
|
|||||
Decreases in restricted cash
|
25,919
|
|
|
1,139
|
|
|
—
|
|
|
—
|
|
|
27,058
|
|
|||||
Net cash provided by (used in) investing activities
|
23,819
|
|
|
(19,181
|
)
|
|
—
|
|
|
—
|
|
|
4,638
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(289,063
|
)
|
|
(1,324
|
)
|
|
—
|
|
|
—
|
|
|
(290,387
|
)
|
|||||
Proceeds from issuance of new debt
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||
Repayment of cash secured loans
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
|||||
Debt issuance costs
|
(10,845
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,845
|
)
|
|||||
Proceeds from issuance of common stock
|
60,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,340
|
|
|||||
Proceeds from issuance of TEU prepaid stock purchase contracts, net
|
88,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,361
|
|
|||||
Proceeds from issuance of TEU amortizing notes
|
23,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,500
|
|
|||||
Settlement of unconsolidated entity debt obligations
|
(15,862
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,862
|
)
|
|||||
Payments for other financing activities
|
(1,508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,508
|
)
|
|||||
Dividends paid
|
2,300
|
|
|
—
|
|
|
(2,300
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances to/from subsidiaries
|
70,058
|
|
|
(70,574
|
)
|
|
1,750
|
|
|
(1,234
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
207,281
|
|
|
(71,898
|
)
|
|
(550
|
)
|
|
(1,234
|
)
|
|
133,599
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
120,671
|
|
|
(2,273
|
)
|
|
228
|
|
|
(1,234
|
)
|
|
117,392
|
|
|||||
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
|
$
|
481,394
|
|
|
$
|
8,215
|
|
|
$
|
646
|
|
|
$
|
(2,460
|
)
|
|
$
|
487,795
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total revenue
|
|
$
|
3,864
|
|
|
$
|
288
|
|
|
$
|
6,029
|
|
Home construction and land sales expenses
|
|
4,768
|
|
|
(319
|
)
|
|
6,057
|
|
|||
Inventory impairments and lot option abandonments
|
|
—
|
|
|
17
|
|
|
579
|
|
|||
Gross (loss) profit
|
|
(904
|
)
|
|
590
|
|
|
(607
|
)
|
|||
Commissions
|
|
—
|
|
|
—
|
|
|
217
|
|
|||
General and administrative expenses (a)
|
|
(351
|
)
|
|
2,566
|
|
|
9,206
|
|
|||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
35
|
|
|||
Operating loss
|
|
(553
|
)
|
|
(1,976
|
)
|
|
(10,065
|
)
|
|||
Other income (loss), net
|
|
8
|
|
|
77
|
|
|
(38
|
)
|
|||
Loss from discontinued operations before income taxes
|
|
(545
|
)
|
|
(1,899
|
)
|
|
(10,103
|
)
|
|||
Benefit from income taxes
|
|
(5
|
)
|
|
(195
|
)
|
|
(400
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
$
|
(540
|
)
|
|
$
|
(1,704
|
)
|
|
$
|
(9,703
|
)
|
(a)
|
General and administrative expenses for the
fiscal year
ended September 30, 2012 primarily includes expense for the wind-down of our NW Florida operations, legal fees and potential liability related to outstanding litigation and other matters in Denver, Colorado and legal fees and other expenses related to BMC's settlement agreements related to our prior mortgage operations.
|
(In thousands, except per share data)
|
|
Quarter Ended
|
||||||||||||||
Fiscal 2014
|
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
Total revenue
|
|
$
|
293,170
|
|
|
$
|
270,021
|
|
|
$
|
354,671
|
|
|
$
|
545,905
|
|
Gross profit (a)
|
|
54,670
|
|
|
52,172
|
|
|
68,804
|
|
|
87,813
|
|
||||
Operating income
|
|
11,532
|
|
|
5,617
|
|
|
15,088
|
|
|
23,452
|
|
||||
Net (loss) income from continuing operations (b)
|
|
(3,948
|
)
|
|
(8,224
|
)
|
|
(13,193
|
)
|
|
60,288
|
|
||||
Basic EPS from continuing operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
2.28
|
|
Diluted EPS from continuing operations
|
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
1.90
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
246,902
|
|
|
$
|
287,902
|
|
|
$
|
314,439
|
|
|
$
|
438,334
|
|
Gross profit (a)
|
|
36,084
|
|
|
43,885
|
|
|
54,115
|
|
|
80,046
|
|
||||
Operating loss (income)
|
|
(3,601
|
)
|
|
311
|
|
|
8,472
|
|
|
22,079
|
|
||||
Net (loss) income from continuing operations (b)
|
|
(18,939
|
)
|
|
(19,111
|
)
|
|
(5,442
|
)
|
|
11,328
|
|
||||
Basic EPS from continuing operations
|
|
$
|
(0.78
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.46
|
|
Diluted EPS from continuing operations
|
|
$
|
(0.78
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.36
|
|
(a)
|
Gross profit in fiscal
2014
and
2013
includes inventory impairment and option contract abandonments as follows:
|
(In thousands)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||
1st Quarter
|
|
$
|
31
|
|
|
$
|
204
|
|
2nd Quarter
|
|
880
|
|
|
2,025
|
|
||
3rd Quarter
|
|
2,010
|
|
|
—
|
|
||
4th Quarter
|
|
5,386
|
|
|
404
|
|
||
|
|
$
|
8,307
|
|
|
$
|
2,633
|
|
(b)
|
Net (loss) income from continuing operations in fiscal
2014
and
2013
includes loss on extinguishment of debt (as follows).
|
(In thousands)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
||||
1st Quarter
|
|
$
|
—
|
|
|
$
|
—
|
|
2nd Quarter
|
|
(153
|
)
|
|
(3,638
|
)
|
||
3rd Quarter
|
|
(19,764
|
)
|
|
—
|
|
||
4th Quarter
|
|
—
|
|
|
(998
|
)
|
||
|
|
$
|
(19,917
|
)
|
|
$
|
(4,636
|
)
|
|
Page Herein
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended September 30, 2014, 2013 and 2012
|
|
|
2. Financial Statement Schedules
|
|
|
|
|
Exhibit Number
|
|
|
Exhibit Description
|
|
|
|
|
3.1
|
—
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-K for the year ended September 30, 2008)
|
3.2
|
—
|
|
Certificate of Amendment, dated April 13, 2010, to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's Form 10-Q for the quarter ended March 31, 2010)
|
3.3
|
—
|
|
Certificate of Amendment, dated February 3, 2011, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on February 8, 2011)
|
3.4
|
—
|
|
Certificate of Amendment, dated October 11, 2012, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on October 12, 2012)
|
3.5
|
—
|
|
Certificate of Amendment, dated February 2, 2013, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on February 5, 2013)
|
3.6
|
—
|
|
Certificate of Amendment, dated November 6, 2013, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on November 7, 2013)
|
3.7
|
—
|
|
Fourth Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 of the Company's Form 10-K for the year ended September 30, 2010)
|
4.1
|
—
|
|
Specimen Physical Common Stock Certificate of Beazer Homes USA, Inc. (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 12, 2012)
|
4.2
|
—
|
|
Eighth Supplemental Indenture, dated June 6, 2006, to the Indenture dated April 17, 2002, by and among the Company, the guarantors named therein and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on June 8, 2006)
|
4.3
|
—
|
|
Form of Senior Note due 2016 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on June 8, 2006)
|
4.4
|
—
|
|
Form of Junior Subordinated Indenture, dated June 15, 2006, between the Company and JPMorgan Chase Bank, National Association (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on June 21, 2006)
|
4.5
|
—
|
|
Form of Amended and Restated Trust Agreement, dated June 15, 2006, among the Company, JPMorgan Chase Bank, National Association, Chase Bank USA, National Association, and certain individuals named therein as Administrative Trustees (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on June 21, 2006)
|
4.6
|
—
|
|
Ninth Supplemental Indenture, dated October 26, 2007, amending and supplementing the Indenture dated April 17, 2002, by and among Beazer Homes USA, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 10.3 of the Company's Form 8-K filed on October 30, 2007)
|
4.7
|
—
|
|
Junior Subordinated Indenture between Beazer Homes USA, Inc. and Wilmington Trust Company, as trustee, dated as of January 15, 2010 - incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated January 21, 2010
|
4.8
|
—
|
|
Thirteenth Supplemental Indenture, dated May 20, 2010, to the Indenture dated April 17, 2002, among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on May 20, 2010)
|
4.9
|
—
|
|
Form of 9.125% Senior Note due 2018 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on May 20, 2010)
|
4.10
|
—
|
|
Fourteenth Supplemental Indenture, dated November 12, 2010, to the Indenture dated April 17, 2002, among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (includes the form of 9.125% Senior Note due 2019) (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on November 18, 2010)
|
4.11
|
—
|
|
Fifteenth Supplemental Indenture, dated July 22, 2011, to the Indenture dated April 17, 2002, between the Company and U.S. Bank National Association, as trustee, amending and supplementing the Thirteenth Supplemental Indenture, dated May 20, 2010, and the Fourteenth Supplemental Indenture, dated November 12, 2010 (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2011)
|
4.12
|
—
|
|
Purchase Contract Agreement, dated July 16, 2012, between Beazer Homes USA, Inc. and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on July 16, 2012)
|
4.13
|
—
|
|
Sixteenth Supplemental Indenture, dated July 16, 2012, to the Indenture dated April 17, 2002, between Beazer Homes USA, Inc. and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.4 of the Company's Form 8-K filed on July 16, 2012)
|
4.14
|
—
|
|
Indenture for 6.625% Senior Secured Notes due 2018, dated July 18, 2012, by and among the Company, the subsidiary guarantors party thereto, U.S. Bank National Association, as trustee, and Wilmington Trust, National Association, as Collateral Agent (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on July 19, 2012)
|
4.15
|
—
|
|
Indenture for 7.250% Senior Secured Notes due 2023, dated February 1, 2013, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on February 5, 2013)
|
4.16
|
—
|
|
Form of 7.250% Senior Secured Note due 2023 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on February 5, 2013)
|
4.17
|
—
|
|
Indenture for 7.500% Senior Notes due 2021, dated September 30, 2013, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 1, 2013)
|
4.18
|
—
|
|
Form of 7.500% Senior Note due 2021 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on October 1, 2013)
|
4.19
|
—
|
|
Registration Rights Agreement for 7.500% Senior Notes due 2021, dated September 30, 2013, by and among the Company, the subsidiary guarantors party thereto and Credit Suisse Securities (USA) LLC (incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on October 1, 2013)
|
4.20
|
—
|
|
Section 382 Rights Agreement, dated as of November 6, 2013, and effective as of November 12, 2013, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on November 7, 2013)
|
4.21
|
—
|
|
Seventeenth Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2(i) to the Company’s Form S-4 filed on June 10, 2014 (File No. 333-196637))
|
4.22
|
—
|
|
Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee, related to the Company’s 6.625% Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.5(c) to the Company’s Form S-4 filed on June 10, 2014 (File No. 333-196637))
|
4.23
|
—
|
|
Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee, related to the Company’s 7.250% Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.6(c) to the Company’s Form S-4 filed on June 10, 2014 (File No. 333-196637))
|
4.24
|
—
|
|
Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee, related to the Company’s 7.500% Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.7(c) to the Company’s Form S-4 filed on June 10, 2014 (File No. 333-196637))
|
4.25
|
—
|
|
Indenture for 5.750% Senior Notes due 2019, dated April 8, 2014, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on April 9, 2014)
|
4.26
|
—
|
|
Form of 5.750% Senior Note due 2019 (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8-K filed on April 9, 2014)
|
4.27
|
—
|
|
Registration Rights Agreement for 5.750% Senior Notes due 2019, dated April 8, 2014, by and among the Company, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein (incorporated herein by reference to Exhibit 4.3 of the Company’s Form 8-K filed on April 9, 2014)
|
10.1*
|
—
|
|
Non-Employee Director Stock Option Plan (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-K for the year ended September 30, 2003)
|
10.2*
|
—
|
|
Amended and Restated 1999 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2008)
|
10.3*
|
—
|
|
Second Amended and Restated Corporate Management Stock Purchase Program (incorporated herein by reference to Exhibit 10.5 of the Company's Form 10-K for the year ended September 30, 2007)
|
10.4*
|
—
|
|
Director Stock Purchase Program (incorporated herein by reference to Exhibit 10.7 of the Company's Form 10-K for the year ended September 30, 2004)
|
10.5*
|
—
|
|
Form of Stock Option and Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.8 of the Company's Form 10-K for the year ended September 30, 2004)
|
10.6*
|
—
|
|
Form of Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.9 of the Company's Form 10-K for the year ended September 30, 2004)
|
10.7*
|
—
|
|
Form of Amended and Restated 1999 Stock Incentive Plan Award Agreement for Performance Share Awards, dated as of February 2, 2006 (incorporated herein by reference to Exhibit 10.18 of the Company's Form 10-Q for the quarter ended March 31, 2006)
|
10.8*
|
—
|
|
Form of Amended and Restated 1999 Stock Incentive Plan Award Agreement for Option and Restricted Stock Awards, dated as of February 2, 2006 (incorporated herein by reference to Exhibit 10.19 of the Company's Form 10-Q for the quarter ended March 31, 2006)
|
10.9*
|
—
|
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on July 1, 2008)
|
10.10*
|
—
|
|
2008 Beazer Homes USA, Inc. Deferred Compensation Plan, adopted effective January 1, 2008 (incorporated herein by reference to Exhibit 10.27 of the Company's Form 10-K for the fiscal year ended September 30, 2007)
|
10.11*
|
—
|
|
Discretionary Employee Bonus Plan (incorporated herein by reference to Exhibit 10.28 of the Company's Form 10-K for the fiscal year ended September 30, 2007)
|
10.12*
|
—
|
|
2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended March 31, 2010)
|
10.13*
|
—
|
|
Form of 2010 Equity Incentive Plan Employee Award Agreement for Option and Restricted Stock Awards (incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended June 30, 2010)
|
10.14*
|
—
|
|
Form of 2010 Equity Incentive Plan Award Agreement for Option and Restricted Stock Awards (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended June 30, 2010)
|
10.15*
|
—
|
|
Form of 2010 Equity Incentive Plan Award Agreement for Option and Restricted Stock Awards (Named Executive Officers) dated as of November 16, 2011 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed on November 22, 2011)
|
10.16*
|
—
|
|
Form of 2010 Equity Incentive Plan Performance Cash Award Agreement (Named Executive Officers) (incorporated herein by reference to Exhibit 10.1 of the Company's 10-Q for the quarter ended December 31, 2012)
|
10.17*
|
—
|
|
2014 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 10, 2014)
|
10.18*
|
—
|
|
Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Allan P. Merrill and the Company
|
10.19*
|
—
|
|
Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Robert L. Salomon and the Company
|
10.20*
|
—
|
|
Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Kenneth F. Khoury and the Company
|
10.21*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Named Executive Officers)
|
10.22*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for TSR Performance Share Awards (Named Executive Officers)
|
10.23*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for Pre-Tax Income Performance Share Awards (Named Executive Officers)
|
10.24*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Non-Employee Directors)
|
10.25*
|
—
|
|
Employment Agreement, effective as of September 18, 2014, by and between Allan P. Merrill and the Company (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 22, 2014)
|
10.26*
|
—
|
|
Employment Agreement, effective as of September 18, 2014, by and between Robert L. Salomon and the Company (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 22, 2014)
|
10.27*
|
—
|
|
Employment Agreement, effective as of September 18, 2014, by and between Kenneth F. Khoury and the Company (incorporated herein by reference to Exhibit 10.3 of the Company’s Form 8-K filed on September 22, 2014)
|
10.28
|
—
|
|
Delayed-Draw Term Loan Facility, dated November 16, 2010, among Beazer Homes USA, Inc., Citibank, N.A. and Citigroup Global Markets Inc. (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed on November 18, 2010)
|
10.29
|
—
|
|
Delayed-Draw Term Loan Facility, dated November 16, 2010, among Beazer Homes USA, Inc., Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K filed on November 18, 2010)
|
10.30
|
—
|
|
First Amendment to the Delayed-Draw Term Loan Facility, dated as of November 16, 2010, by and between Beazer Homes USA, Inc. and Citibank, N.A. (incorporated herein by reference to Exhibit 10.2 of the Company's 8-K filed on August 9, 2012)
|
10.31
|
—
|
|
First Amendment to the Delayed-Draw Term Loan Facility, dated as of November 16, 2010, by and between Beazer Homes USA, Inc. and Deutsche Bank AG Cayman Islands Branch (incorporated herein by reference to Exhibit 10.3 of the Company's 8-K filed on August 9, 2012)
|
10.32
|
—
|
|
Second Amended and Restated Credit Agreement, dated as of September 24, 2012, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch, as agent (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed on September 26, 2012)
|
10.33
|
—
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated as of November 10, 2014, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch, as agent
|
21
|
—
|
|
Subsidiaries of the Company
|
23
|
—
|
|
Consent of Deloitte & Touche LLP
|
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 Annual Report on Form 10-K for the period ended September 30, 2014, filed on November 12, 2014, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements
|
10.18*
|
—
|
|
Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Allan P. Merrill and the Company
|
10.19*
|
—
|
|
Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Robert L. Salomon and the Company
|
10.20*
|
—
|
|
Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Kenneth F. Khoury and the Company
|
10.21*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Named Executive Officers)
|
10.22*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for TSR Performance Share Awards (Named Executive Officers)
|
10.23*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for Pre-Tax Income Performance Share Awards (Named Executive Officers)
|
10.24*
|
—
|
|
Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Non-Employee Directors)
|
10.33
|
—
|
|
First Amendment to Second Amended and Restated Credit Agreement, dated as of November 10, 2014, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch, as agent
|
21
|
—
|
|
Subsidiaries of the Company
|
23
|
—
|
|
Consent of Deloitte & Touche LLP
|
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 Annual Report on Form 10-K for the period ended September 30, 2014, filed on November 12, 2014, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements
|
Date:
|
November 12, 2014
|
Beazer Homes USA, Inc.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Allan P. Merrill
|
|
|
|
Name:
|
Allan P. Merrill
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Brian C. Beazer
|
|
|
|
Name:
|
Brian C. Beazer
|
|
|
|
|
Director and Non-Executive Chairman of the Board
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Allan P. Merrill
|
|
|
|
Name:
|
Allan P. Merrill
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Elizabeth S. Acton
|
|
|
|
Name:
|
Elizabeth S. Acton
|
|
|
|
|
Director
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Laurent Alpert
|
|
|
|
Name:
|
Laurent Alpert
|
|
|
|
|
Director
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Peter G. Leemputte
|
|
|
|
Name:
|
Peter G. Leemputte
|
|
|
|
|
Director
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Norma Provencio
|
|
|
|
Name:
|
Norma Provencio
|
|
|
|
|
Director
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Larry T. Solari
|
|
|
|
Name:
|
Larry T. Solari
|
|
|
|
|
Director
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Stephen P. Zelnak
|
|
|
|
Name:
|
Stephen P. Zelnak, Jr.
|
|
|
|
|
Director
|
Date:
|
November 12, 2014
|
By:
|
|
/s/ Robert L. Salomon
|
|
|
|
Name:
|
Robert L. Salomon
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Performance Level
|
Pre-Tax Income
For Fiscal Year 2017
|
% of Target
Shares Earned*
|
|
Less than $66.48 million
|
0%
|
Threshold
|
$66.48 million
|
50%
|
Target
|
$83.1 million
|
100%
|
Maximum
|
$103.875 million or more
|
200%
|
*
|
If Pre-Tax Income is between the Threshold and Target performance levels or between the Target and Maximum performance levels, straight line interpolation between the percentages set forth in the table will be applied.
|
By:
|
________________________________________
Name: Title: |
By:
|
________________________________________
Name: Title: |
By:
|
________________________________________
Name: Title: |
By:
|
________________________________________
Name: Title: |
Lenders
|
Commitment Percentage
|
Commitment
|
Facility Letter of Credit Sublimit
|
Credit Suisse AG, Cayman Islands Branch
|
33.33333333%
|
$50,000,000
|
$50,000,000
|
Goldman Sachs Lending Partners LLC (with its Affiliate, Goldman Sachs Bank USA acting as Issuer)
|
33.33333333%
|
$50,000,000
|
$50,000,000
|
Deutsche Bank AG New York Branch
|
20%
|
$30,000,000
|
$30,000,000
|
UBS AG, Stamford Branch
|
13.33333334%
|
$20,000,000
|
$20,000,000
|
TOTAL
|
100%
|
$150,000,000
|
$150,000,000
|
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
|
Page
|
|
||
|
Section 1.01
|
Defined Terms
|
1
|
|
|
Section 1.02
|
Accounting Terms
|
28
|
|
|
Section 1.03
|
Rules of Construction
|
28
|
|
|
|
|
|
|
ARTICLE II AMOUNTS AND TERMS OF THE LOANS
|
|
|||
|
Section 2.01
|
The Facility
|
29
|
|
|
Section 2.02
|
Reductions of and Increases in Aggregate Commitment
|
34
|
|
|
Section 2.03
|
Notice and Manner of Borrowing
|
35
|
|
|
Section 2.04
|
Non-Receipt of Funds by Agent
|
36
|
|
|
Section 2.05
|
Conversions and Renewals
|
36
|
|
|
Section 2.06
|
Interest
|
37
|
|
|
Section 2.07
|
Interest Rate Determination
|
38
|
|
|
Section 2.08
|
Fees
|
38
|
|
|
Section 2.09
|
Notes
|
39
|
|
|
Section 2.10
|
Prepayments
|
39
|
|
|
Section 2.11
|
Method of Payment
|
39
|
|
|
Section 2.12
|
Use of Proceeds
|
40
|
|
|
Section 2.13
|
Yield Protection
|
40
|
|
|
Section 2.14
|
Changes in Capital Adequacy Regulations
|
41
|
|
|
Section 2.15
|
Availability of Eurodollar Loans
|
41
|
|
|
Section 2.16
|
Funding Indemnification
|
41
|
|
|
Section 2.17
|
Lender Statements; Survival of Indemnity
|
41
|
|
|
Section 2.18
|
Replacement of Certain Lenders
|
42
|
|
|
Section 2.19
|
Facility Letters of Credit
|
43
|
|
|
Section 2.20
|
Extensions of Loans and Commitments.
|
50
|
|
|
|
|
|
|
ARTICLE III CONDITIONS PRECEDENT
|
|
|||
|
Section 3.01
|
Conditions Precedent to Closing Date
|
53
|
|
|
Section 3.02
|
Conditions Precedent to All Loans and Facility Letters of Credit
|
57
|
|
|
|
|
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES
|
|
|||
|
Section 4.01
|
Incorporation, Formation, Good Standing, and Due Qualification
|
58
|
|
|
Section 4.02
|
Power and Authority
|
58
|
|
|
Section 4.03
|
Legally Enforceable Agreement
|
59
|
|
|
Section 4.04
|
Financial Statements
|
59
|
|
|
Section 4.05
|
Labor Disputes and Acts of God
|
59
|
|
|
Section 4.06
|
Other Agreements
|
60
|
|
|
Section 4.07
|
Litigation
|
60
|
|
|
Section 4.08
|
No Defaults on Outstanding Judgments or Orders
|
60
|
|
|
Section 4.09
|
Properties and Liens
|
60
|
|
|
Section 4.10
|
Subsidiaries and Ownership of Stock
|
61
|
|
|
Section 4.11
|
ERISA
|
61
|
|
|
Section 4.12
|
Operation of Business
|
61
|
|
|
Section 4.13
|
Taxes
|
62
|
|
|
Section 4.14
|
Laws; Environment
|
62
|
|
|
Section 4.15
|
Investment Company Act
|
63
|
|
|
Section 4.16
|
OFAC; Foreign Corrupt Practices Act; USA Patriot Act
|
63
|
|
|
Section 4.17
|
Accuracy of Information
|
63
|
|
|
Section 4.18
|
Security Documents
|
64
|
|
|
Section 4.19
|
Governmental Approvals
|
64
|
|
|
Section 4.20
|
Insurance
|
64
|
|
|
Section 4.21
|
Location of Real Property and Leased Premises
|
65
|
|
|
Section 4.22
|
First Priority Obligations
|
65
|
|
|
Section 4.23
|
Solvency
|
65
|
|
|
Section 4.24
|
Intellectual Property
|
65
|
|
|
Section 4.25
|
Margin Stock
|
65
|
|
|
|
|
|
|
ARTICLE V AFFIRMATIVE COVENANTS
|
|
|||
|
Section 5.01
|
Maintenance of Existence
|
66
|
|
|
Section 5.02
|
Maintenance of Records
|
66
|
|
|
Section 5.03
|
Maintenance of Properties
|
66
|
|
|
Section 5.04
|
Conduct of Business
|
66
|
|
|
Section 5.05
|
Maintenance of Insurance
|
66
|
|
|
Section 5.06
|
Compliance with Laws
|
66
|
|
|
Section 5.07
|
Right of Inspection
|
66
|
|
|
Section 5.08
|
Reporting Requirements
|
67
|
|
|
Section 5.09
|
[Intentionally Omitted].
|
69
|
|
|
Section 5.10
|
Environment
|
70
|
|
|
Section 5.11
|
Use of Proceeds
|
70
|
|
|
Section 5.12
|
Ranking of Obligations
|
70
|
|
|
Section 5.13
|
Taxes
|
70
|
|
|
Section 5.14
|
Condominium Regime or Subdivision Plan
|
70
|
|
|
Section 5.15
|
New Restricted Subsidiaries
|
71
|
|
|
Section 5.16
|
Maintenance of Ratings
|
71
|
|
|
Section 5.17
|
After-Acquired Property
|
71
|
|
|
Section 5.18
|
Further Assurances
|
72
|
|
|
|
|
|
|
ARTICLE VI NEGATIVE COVENANTS
|
|
|||
|
Section 6.01
|
Liens
|
73
|
|
|
Section 6.02
|
Debt
|
75
|
|
|
Section 6.03
|
Mergers, Etc.
|
77
|
|
|
Section 6.04
|
Leases
|
77
|
|
|
Section 6.05
|
Sale and Leaseback
|
77
|
|
|
Section 6.06
|
Sale of Assets
|
78
|
|
|
Section 6.07
|
Investments
|
78
|
|
|
Section 6.08
|
Guaranties, Etc.
|
79
|
|
|
Section 6.09
|
Transactions with Affiliates
|
79
|
|
|
Section 6.10
|
Other Indebtedness and Agreements
|
80
|
|
|
Section 6.11
|
Non-Guarantors
|
80
|
|
|
Section 6.12
|
Negative Pledge
|
81
|
|
|
Section 6.13
|
Restricted Payments
|
81
|
|
|
Section 6.14
|
Business of the Borrower and Subsidiaries
|
82
|
|
|
|
|
|
|
ARTICLE VII FINANCIAL COVENANTS
|
|
|||
|
Section 7.01
|
Minimum Collateral Coverage
|
82
|
|
|
Section 7.02
|
Minimum Liquidity
|
82
|
|
|
|
|
|
|
ARTICLE VIII EVENTS OF DEFAULT
|
|
|||
|
Section 8.01
|
Events of Default
|
83
|
|
|
Section 8.02
|
Set Off
|
86
|
|
|
|
|
|
|
ARTICLE IX AGENCY PROVISIONS
|
|
|||
|
Section 9.01
|
Authorization and Action
|
87
|
|
|
Section 9.02
|
Liability of Agent
|
87
|
|
|
Section 9.03
|
Rights of Agent Individually
|
87
|
|
|
Section 9.04
|
Independent Credit Decisions
|
88
|
|
|
Section 9.05
|
Indemnification
|
89
|
|
|
Section 9.06
|
Successor Agent
|
90
|
|
|
Section 9.07
|
Sharing of Payments, Etc.
|
90
|
|
|
Section 9.08
|
Withholding Tax Matters
|
90
|
|
|
Section 9.09
|
No Other Duties, Etc
|
92
|
|
|
Section 9.10
|
Releases of Guarantees and Liens
|
92
|
|
|
|
|
|
|
ARTICLE X MISCELLANEOUS
|
|
|||
|
Section 10.01
|
Amendments, Etc.
|
92
|
|
|
Section 10.02
|
Notices, Etc.
|
93
|
|
|
Section 10.03
|
No Waiver
|
94
|
|
|
Section 10.04
|
Costs, Expenses, and Taxes
|
95
|
|
|
Section 10.05
|
Integration
|
96
|
|
|
Section 10.06
|
Indemnity
|
96
|
|
|
Section 10.07
|
CHOICE OF LAW
|
97
|
|
|
Section 10.08
|
Severability of Provisions
|
97
|
|
|
Section 10.09
|
Counterparts
|
97
|
|
|
Section 10.10
|
Headings
|
97
|
|
|
Section 10.11
|
CONSENT TO JURISDICTION
|
97
|
|
|
Section 10.12
|
WAIVER OF JURY TRIAL
|
98
|
|
|
Section 10.13
|
Governmental Regulation
|
98
|
|
|
Section 10.14
|
No Fiduciary Duty
|
99
|
|
|
Section 10.15
|
Confidentiality
|
99
|
|
|
Section 10.16
|
USA Patriot Act Notification
|
100
|
|
|
Section 10.17
|
Register
|
100
|
|
|
Section 10.18
|
Waiver of Consequential Damages, Etc.
|
101
|
|
|
|
|
|
|
ARTICLE XI BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
|
|
|||
|
Section 11.01
|
Successors and Assigns
|
101
|
|
|
Section 11.02
|
Assignments
|
101
|
|
|
Section 11.03
|
Participations
|
102
|
|
|
Section 11.04
|
Pledge to Federal Reserve Bank
|
103
|
|
|
Section 11.05
|
Intercreditor Agreement
|
103
|
|
|
|
|
|
Schedule
|
Description
|
Schedule I
|
Commitments
|
Schedule II
|
Final Extended Termination Date / Mortgaged Property
|
Schedule III
|
Guarantors
|
Schedule IV
|
Mortgaged Property Conditions
|
Schedule 3.01(9)
|
Local Counsel
|
Schedule 4.07
|
Claims
|
Schedule 4.10
|
Subsidiaries of Borrower
|
Schedule 4.14
|
Environmental Matters
|
Schedule 6.01
|
Certain Outstanding Liens
|
Schedule 6.02
|
Certain Outstanding Debt
|
Exhibit
|
Description
|
Exhibit A-1
|
Form of Second Amended and Restated Guaranty
|
Exhibit A-2
|
Form of Second Amended and Restated Collateral Agreement
|
Exhibit B
|
Form of Note
|
Exhibit C
|
Form of Commitment and Acceptance
|
Exhibit D
|
Form of Certificate for Borrowings and Facility Letters of Credit
|
Exhibit E
|
Assignment Agreement
|
Exhibit F
|
Form of Financial Covenant Certificate
|
Exhibits G-1 to G-4
|
Form of Tax Compliance Certificates
|
Exhibit H
|
Form of Officer’s Certificate
|
Exhibit I
|
Form of Authorized Agent’s Letter
|
|
|
|
|
|
|
|
|
(A)
|
with respect to any Debt Incurred during, and remaining outstanding at the end of, such four full fiscal quarter period, such Indebtedness will be assumed to have been incurred as of the first day of such four full fiscal quarter period; and
|
(B)
|
with respect to Debt repaid (other than a repayment of revolving credit obligations repaid solely out of operating cash flows) during such four full fiscal quarter period, such Debt will be assumed to have been repaid on the first day of such four full fiscal quarter period.
|
|
BEAZER HOMES USA, INC.
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
APRIL CORPORATION
BEAZER ALLIED COMPANIES HOLDINGS, INC.
BEAZER GENERAL SERVICES, INC.
BEAZER HOMES CORP.
BEAZER HOMES HOLDINGS CORP.
BEAZER HOMES INDIANA HOLDINGS CORP.
BEAZER HOMES SALES, INC.
BEAZER HOMES TEXAS HOLDINGS, INC.
BEAZER REALTY, INC.
BEAZER REALTY CORP.
BEAZER REALTY LOS ANGELES, INC.
BEAZER REALTY SACRAMENTO, INC.
BEAZER/SQUIRES REALTY, INC.
HOMEBUILDERS TITLE SERVICES, INC.
HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC.
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
BEAZER MORTGAGE CORPORATION
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
ARDEN PARK VENTURES, LLC
BEAZER CLARKSBURG, LLC
BEAZER COMMERCIAL HOLDINGS, LLC
BEAZER HOMES INVESTMENTS, LLC
BEAZER HOMES MICHIGAN, LLC
DOVE BARRINGTON DEVELOPMENT LLC
ELYSIAN HEIGHTS POTOMIA, LLC
|
|
By: BEAZER HOMES CORP., its Sole Member
|
|
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
BEAZER SPE, LLC
|
|
|
|
|
|
By: BEAZER HOMES HOLDING, CORP., its Sole Member
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
BEAZER HOMES INDIANA LLP
|
|
|
|
|
|
By: BEAZER HOMES INVESTMENTS, LLC,
its Managing Partner
|
|
|
|
By: BEAZER HOMES CORP., its Sole Member
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
BEAZER HOMES TEXAS, L.P.
|
|
By: BEAZER HOMES TEXAS HOLDINGS, INC.,
its General Partner |
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
BEAZER REALTY SERVICES, LLC
|
|
By: BEAZER HOMES INVESTMENTS LLC, its Sole Member
|
|
|
|
By: BEAZER HOMES CORP., its Sole Member
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
PARAGON TITLE, LLC
|
|
|
|
By: BEAZER HOMES INVESTMENTS, LLC, its Sole Member
|
|
|
|
By: BEAZER HOMES CORP., its Sole Member
|
|
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
TRINITY HOMES, LLC
|
|
|
|
By: BEAZER HOMES INVESTMENTS, LLC, a Member
|
|
|
|
By: BEAZER HOMES CORP., its Sole Member
|
|
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
BH BUILDING PRODUCTS, LP
|
|
|
|
By: BH PROCUREMENT SERVICES, LLC, its General Partner
|
|
|
|
By: BEAZER HOMES TEXAS, L.P., its Sole Member
|
|
|
|
By: BEAZER HOMES TEXAS HOLDINGS, INC.
its General Partner |
|
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
|
|
|
|
BH PROCUREMENT SERVICES, LLC
|
|
|
|
By: BEAZER HOMES TEXAS, L.P., its Sole Member
|
|
|
|
By: BEAZER HOMES TEXAS HOLDINGS, INC.,
its General Partner |
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
CLARKSBURG ARORA LLC
|
|
|
|
By: BEAZER CLARKSBURG, LLC, its Sole Member
|
|
|
|
By: BEAZER HOMES CORP.,
its Sole Member |
|
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
CLARKSBURG SKYLARK, LLC
|
|
|
|
By: CLARKSBURG ARORA LLC, its Sole Member
|
|
|
|
By: BEAZER CLARKSBURG, LLC, its Sole Member
|
|
|
|
By: BEAZER HOMES CORP.,
its Sole Member |
|
|
|
|
|
By:
/s/ Robert L. Salomon
|
|
Name: Robert L. Salomon
Title: Executive Vice President |
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Lender and Issuer
|
|
|
|
By:
|
|
Name:
Title: |
|
[LENDER/ISSUER]
as Lender and Issuer
|
|
|
|
By:
|
|
Name:
Title: |
|
[LENDER]
as Lender
|
|
|
|
By:
|
|
Name:
Title: |
|
[ISSUER]
as Issuer
|
|
|
|
By:
|
|
Name:
Title: |
1.
|
Hunton & Williams LLP, Tennessee counsel to Beazer Homes Corp., a Tennessee corporation
|
Name
|
|
Jurisdiction of Incorporation
|
April Corporation
|
|
Colorado
|
Arden Park Ventures, LLC
|
|
Florida
|
Beazer Allied Companies Holdings, Inc.
|
|
Delaware
|
Beazer Clarksburg, LLC
|
|
Maryland
|
Beazer Commercial Holdings, LLC
|
|
Delaware
|
Beazer General Services, Inc.
|
|
Delaware
|
Beazer Homes Capital Trust I
|
|
Delaware
|
Beazer Homes Corp.
|
|
Tennessee
|
Beazer Homes Holdings Corp.
|
|
Delaware
|
Beazer Homes Indiana LLP
|
|
Indiana
|
Beazer Homes Indiana Holdings Corp.
|
|
Delaware
|
Beazer Homes Investments, LLC
|
|
Delaware
|
Beazer Homes Michigan, LLC
|
|
Delaware
|
Beazer Homes Sales, Inc.
|
|
Delaware
|
Beazer Homes Texas Holdings, Inc.
|
|
Delaware
|
Beazer Homes Texas, L.P.
|
|
Delaware
|
Beazer-Inspirada LLC
|
|
Delaware
|
Beazer Mortgage Corporation
|
|
Delaware
|
Beazer Pre-Owned Construction, LLC
|
|
Delaware
|
Beazer Realty Corp.
|
|
Georgia
|
Beazer Realty, Inc.
|
|
New Jersey
|
Beazer Realty Los Angeles, Inc.
|
|
Delaware
|
Beazer Realty Sacramento, Inc.
|
|
Delaware
|
Beazer Realty Services, LLC
|
|
Delaware
|
Beazer Rental OpCo, LLC
|
|
Delaware
|
Beazer SPE, LLC
|
|
Georgia
|
Beazer/Squires Realty, Inc.
|
|
North Carolina
|
BH Building Products, LP
|
|
Delaware
|
BH Procurement Services, LLC
|
|
Delaware
|
Clarksburg Arora LLC
|
|
Maryland
|
Clarksburg Skylark, LLC
|
|
Maryland
|
Elysian Heights Potomia, LLC
|
|
Virginia
|
Dove Barrington Development LLC
|
|
Delaware
|
Homebuilders Title Services of Virginia, Inc.
|
|
Virginia
|
Homebuilders Title Services, Inc.
|
|
Delaware
|
Paragon Title, LLC
|
|
Indiana
|
Security Title Insurance Company
|
|
Vermont
|
The Ridings Development LLC
|
|
Delaware
|
Trinity Homes, LLC
|
|
Indiana
|
United Home Insurance Company,
A Risk Retention Group
|
|
Vermont
|
1.
|
I have reviewed this annual report on Form 10-K 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
|
(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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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.
|
1.
|
I have reviewed this annual report on Form 10-K 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
|
(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
|
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.
|
Date:
|
November 12, 2014
|
|
|
|
|
|
|
/s/ Allan P. Merrill
|
|
|
Allan P. Merrill
|
|
|
President and Chief Executive Officer
|
Date:
|
November 12, 2014
|
|
|
|
|
|
|
/s/ Robert L. Salomon
|
|
|
Robert L. Salomon
|
|
|
Executive Vice President and Chief Financial Officer
|