x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
58-2086934
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
Identification no.)
|
|
|
|
Title of Securities
|
|
Exchanges on Which Registered
|
Common Stock, $.001 par value per share
|
|
New York Stock Exchange
|
Class
|
|
Outstanding at November 9, 2017
|
Common Stock, $0.001 par value
|
|
33,512,585
|
|
Part of 10-K
where incorporated |
Portions of the registrant’s Proxy Statement for the 2018 Annual Meeting of Stockholders
|
III
|
|
|
|
|
|
|
|
|
•
|
economic changes nationally or in local markets, changes in consumer confidence, declines in employment levels, inflation or increases in the quantity and decreases in the price of new homes and resale homes on the market;
|
•
|
the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions;
|
•
|
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 our production and overhead cost structure;
|
•
|
the availability and cost of land and the risks associated with the future value of our inventory, such as additional asset impairment charges or write-downs;
|
•
|
shortages of or increased prices for labor, land or raw materials used in housing production, and the level of quality and craftsmanship provided by our subcontractors;
|
•
|
estimates related to homes to be delivered in the future (backlog) are imprecise, as they are subject to various cancellation risks that cannot be fully controlled;
|
•
|
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 for tax purposes or an increased number of foreclosures;
|
•
|
our cost of and ability to access capital, due to factors such as limitations in the capital markets or adverse credit market conditions, and otherwise meet our ongoing liquidity needs, including the impact of any downgrades of our credit ratings or reductions in our tangible net worth or liquidity levels;
|
•
|
our ability to reduce our outstanding indebtedness and to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing;
|
•
|
increased competition or delays in reacting to changing consumer preferences in home design;
|
•
|
weather conditions or other related events that could result in delays in land development or home construction, increase our costs or decrease demand in the impacted areas;
|
•
|
estimates related to the potential recoverability of our deferred tax assets, and a potential reduction in corporate tax rates that could reduce the usefulness of our existing deferred tax assets;
|
•
|
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 or governmental policies, including those related to the environment;
|
•
|
the results of litigation or government proceedings and fulfillment of any related obligations;
|
•
|
the impact of construction defect and home warranty claims, including water intrusion issues in Florida;
|
•
|
the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover potential losses incurred;
|
•
|
the performance of our unconsolidated entities and our unconsolidated entity partners;
|
•
|
the impact of information technology failures or data security breaches;
|
•
|
terrorist acts, natural disasters, acts of war or other factors over which the Company has little or no control; or
|
•
|
the impact on homebuilding in key markets of governmental regulations limiting the availability of water.
|
•
|
improve and maintain our sales per community per month to a range of 2.8 to 3.2;
|
•
|
increase and maintain an active community count between a range of 170 and 175;
|
•
|
increase our average selling price (ASP) to a range of $340 thousand to $350 thousand;
|
•
|
continue to improve our homebuilding gross margin to be within a range of 21% to 22% (excluding impairments and abandonments and interest amortized to homebuilding cost of sales); and
|
•
|
drive cost leverage, as measured by selling, general and administrative expenses as a percentage of total revenue, to a range of 11% to 12%.
|
Segment/State
|
|
Market(s)
|
West:
|
|
|
Arizona
|
|
Phoenix
|
California
|
|
Los Angeles County, Orange County, Riverside and San Bernardino Counties, San Diego County, Sacramento County, Yuba County
|
Nevada
|
|
Las Vegas
|
Texas
|
|
Dallas/Ft. Worth, Houston
|
East:
|
|
|
Indiana
|
|
Indianapolis
|
Maryland/Delaware
|
|
Baltimore, Howard, Metro-Washington, D.C./ Sussex
|
Tennessee
|
|
Nashville
|
Virginia
|
|
Loudoun County, Prince William County, Stafford County, Spotsylvania County, Fredericksburg
|
Southeast:
|
|
|
Florida
|
|
Tampa/St. Petersburg, Orlando
|
Georgia
|
|
Atlanta, Savannah
|
North Carolina
|
|
Raleigh/Durham
|
South Carolina
|
|
Charleston, Myrtle Beach
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
($ in thousands)
|
Number of Homes Closed
|
|
Average Closing Price
|
|
Number of Homes Closed
|
|
Average Closing Price
|
|
Number of Homes Closed
|
|
Average Closing Price
|
|||||||||
West
|
2,527
|
|
|
$
|
336.9
|
|
|
2,508
|
|
|
$
|
326.1
|
|
|
1,954
|
|
|
$
|
299.0
|
|
East
|
1,382
|
|
|
386.1
|
|
|
1,373
|
|
|
368.0
|
|
|
1,546
|
|
|
355.4
|
|
|||
Southeast
|
1,616
|
|
|
316.1
|
|
|
1,538
|
|
|
300.1
|
|
|
1,510
|
|
|
289.4
|
|
|||
Total Company
|
5,525
|
|
|
$
|
343.1
|
|
|
5,419
|
|
|
$
|
329.4
|
|
|
5,010
|
|
|
$
|
313.5
|
|
|
September 30, 2017
|
|
September 30, 2016
|
|
September 30, 2015
|
|||||||||||||||
|
Units in Backlog
|
|
Dollar Value in Backlog (in millions)
|
|
Units in Backlog
|
|
Dollar Value in Backlog (in millions)
|
|
Units in Backlog
|
|
Dollar Value in Backlog (in millions)
|
|||||||||
West
|
879
|
|
|
$
|
306.0
|
|
|
828
|
|
|
$
|
278.5
|
|
|
955
|
|
|
$
|
307.1
|
|
East
|
413
|
|
|
161.7
|
|
|
444
|
|
|
168.5
|
|
|
487
|
|
|
181.1
|
|
|||
Southeast
|
563
|
|
|
198.1
|
|
|
644
|
|
|
205.6
|
|
|
596
|
|
|
179.5
|
|
|||
Total Company
|
1,855
|
|
|
$
|
665.8
|
|
|
1,916
|
|
|
$
|
652.7
|
|
|
2,038
|
|
|
$
|
667.7
|
|
ASP in backlog (in thousands)
|
|
|
$
|
358.9
|
|
|
|
|
$
|
340.6
|
|
|
|
|
$
|
327.6
|
|
•
|
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 and maintain access to financial resources;
|
•
|
maintain and develop relationships with national product vendors;
|
•
|
perform certain accounting, finance, legal, risk and marketing functions to support our field operations;
|
•
|
operate and manage information systems and technology support operations; and
|
•
|
monitor the operations of our divisions and partners.
|
•
|
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
|
|
|
|
|
||||||||||||||||||
|
Lots with Homes Under Construction
(a)
|
|
Finished Lots
|
|
Lots Under Development
|
|
Lots Held for Future Development
|
|
Lots Held for Sale
|
|
Total Lots Owned
|
|
Total Lots Under Contract
|
|
Total Lots Controlled
|
||||||||
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Arizona
|
183
|
|
|
295
|
|
|
468
|
|
|
33
|
|
|
—
|
|
|
979
|
|
|
399
|
|
|
1,378
|
|
California
|
282
|
|
|
375
|
|
|
2,157
|
|
|
828
|
|
|
1
|
|
|
3,643
|
|
|
344
|
|
|
3,987
|
|
Nevada
|
123
|
|
|
612
|
|
|
473
|
|
|
239
|
|
|
—
|
|
|
1,447
|
|
|
302
|
|
|
1,749
|
|
Texas
|
523
|
|
|
1,208
|
|
|
1,328
|
|
|
—
|
|
|
31
|
|
|
3,090
|
|
|
1,961
|
|
|
5,051
|
|
Total West
|
1,111
|
|
|
2,490
|
|
|
4,426
|
|
|
1,100
|
|
|
32
|
|
|
9,159
|
|
|
3,006
|
|
|
12,165
|
|
East
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Indiana
|
90
|
|
|
254
|
|
|
495
|
|
|
—
|
|
|
33
|
|
|
872
|
|
|
143
|
|
|
1,015
|
|
Maryland/Delaware
|
147
|
|
|
264
|
|
|
535
|
|
|
93
|
|
|
62
|
|
|
1,101
|
|
|
568
|
|
|
1,669
|
|
New Jersey
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
121
|
|
Tennessee
|
102
|
|
|
40
|
|
|
692
|
|
|
—
|
|
|
101
|
|
|
935
|
|
|
394
|
|
|
1,329
|
|
Virginia
|
76
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|
127
|
|
|
310
|
|
Total East
|
415
|
|
|
665
|
|
|
1,722
|
|
|
214
|
|
|
196
|
|
|
3,212
|
|
|
1,232
|
|
|
4,444
|
|
Southeast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Florida
|
256
|
|
|
552
|
|
|
460
|
|
|
33
|
|
|
—
|
|
|
1,301
|
|
|
270
|
|
|
1,571
|
|
Georgia
|
135
|
|
|
202
|
|
|
135
|
|
|
—
|
|
|
23
|
|
|
495
|
|
|
393
|
|
|
888
|
|
North Carolina
|
124
|
|
|
111
|
|
|
3
|
|
|
21
|
|
|
8
|
|
|
267
|
|
|
346
|
|
|
613
|
|
South Carolina
|
180
|
|
|
489
|
|
|
737
|
|
|
68
|
|
|
1
|
|
|
1,475
|
|
|
267
|
|
|
1,742
|
|
Total Southeast
|
695
|
|
|
1,354
|
|
|
1,335
|
|
|
122
|
|
|
32
|
|
|
3,538
|
|
|
1,276
|
|
|
4,814
|
|
Corporate and unallocated
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
84
|
|
|
—
|
|
|
84
|
|
Total
|
2,221
|
|
|
4,509
|
|
|
7,483
|
|
|
1,436
|
|
|
344
|
|
|
15,993
|
|
|
5,514
|
|
|
21,507
|
|
(In thousands)
|
Land Under Development
|
|
Land Held for Future Development
|
|
Land Held for Sale
|
||||||
|
|
|
|
|
|
||||||
West
|
$
|
451,030
|
|
|
$
|
87,231
|
|
|
$
|
3,848
|
|
East
|
161,408
|
|
|
14,391
|
|
|
11,578
|
|
|||
Southeast
|
173,339
|
|
|
10,943
|
|
|
1,233
|
|
|||
Corporate and unallocated
(a)
|
—
|
|
|
—
|
|
|
1,100
|
|
|||
Total
|
$
|
785,777
|
|
|
$
|
112,565
|
|
|
$
|
17,759
|
|
•
|
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 or other activities; 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, 2017
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
15.80
|
|
|
$
|
14.82
|
|
|
$
|
15.10
|
|
|
$
|
18.75
|
|
Low
|
|
$
|
9.67
|
|
|
$
|
11.18
|
|
|
$
|
11.58
|
|
|
$
|
13.09
|
|
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
15.79
|
|
|
$
|
11.75
|
|
|
$
|
10.06
|
|
|
$
|
12.71
|
|
Low
|
|
$
|
11.18
|
|
|
$
|
6.07
|
|
|
$
|
6.81
|
|
|
$
|
7.43
|
|
Plan Category
|
|
Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans
|
Equity compensation plans approved by stockholders
|
|
593,753
|
|
$14.76
|
|
2,240,442
|
|
|
Fiscal Year Ended September 30,
|
|||||||||
|
|
2013
|
2014
|
2015
|
2016
|
2017
|
|||||
u
|
Beazer Homes USA, Inc.
|
101.41
|
|
94.54
|
|
75.10
|
|
65.69
|
|
105.58
|
|
g
|
S&P 500 Index
|
119.34
|
|
142.89
|
|
142.02
|
|
163.93
|
|
194.44
|
|
p
|
S&P 500 Homebuilding Index
|
101.27
|
|
109.63
|
|
138.88
|
|
137.90
|
|
181.58
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
($ in millions, except per share amounts and unit data)
|
||||||||||||||||||
Statements of Income Data:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
1,916
|
|
|
$
|
1,822
|
|
|
$
|
1,627
|
|
|
$
|
1,464
|
|
|
$
|
1,288
|
|
Gross profit
|
313
|
|
|
297
|
|
|
272
|
|
|
263
|
|
|
214
|
|
|||||
Gross margin
(b)
|
16.3
|
%
|
|
16.3
|
%
|
|
16.7
|
%
|
|
18.0
|
%
|
|
16.6
|
%
|
|||||
Operating income
|
$
|
62
|
|
|
$
|
59
|
|
|
$
|
52
|
|
|
$
|
56
|
|
|
$
|
27
|
|
Income (loss) from continuing operations
|
32
|
|
|
5
|
|
|
347
|
|
|
35
|
|
|
(32
|
)
|
|||||
Income (loss) per share from continuing operations - basic
|
1.00
|
|
|
0.16
|
|
|
12.54
|
|
|
1.35
|
|
|
(1.30
|
)
|
|||||
Income (loss) per share from continuing operations - diluted
|
0.99
|
|
|
0.16
|
|
|
10.91
|
|
|
1.10
|
|
|
(1.30
|
)
|
|||||
Net income (loss)
(c)
|
31,813
|
|
|
4,693
|
|
|
344,094
|
|
|
34,383
|
|
|
(33,868
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (end of year):
(d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents and restricted cash
|
$
|
305
|
|
|
$
|
243
|
|
|
$
|
290
|
|
|
$
|
387
|
|
|
$
|
553
|
|
Inventory
|
1,543
|
|
|
1,569
|
|
|
1,698
|
|
|
1,561
|
|
|
1,314
|
|
|||||
Total assets
|
2,221
|
|
|
2,213
|
|
|
2,409
|
|
|
2,050
|
|
|
1,970
|
|
|||||
Total debt
|
1,327
|
|
|
1,332
|
|
|
1,516
|
|
|
1,520
|
|
|
1,496
|
|
|||||
Stockholders' equity
|
682
|
|
|
643
|
|
|
630
|
|
|
279
|
|
|
241
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Financial Data:
(d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
96
|
|
|
$
|
163
|
|
|
$
|
(81
|
)
|
|
$
|
(160
|
)
|
|
$
|
(175
|
)
|
Investing activities
|
(14
|
)
|
|
(13
|
)
|
|
3
|
|
|
(18
|
)
|
|
(14
|
)
|
|||||
Financing activities
|
(21
|
)
|
|
(198
|
)
|
|
(19
|
)
|
|
12
|
|
|
1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Statistics:
(d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt as a percentage of total debt and stockholders' equity (end of year)
|
66.0
|
%
|
|
67.4
|
%
|
|
70.6
|
%
|
|
84.5
|
%
|
|
86.1
|
%
|
|||||
Net debt as a percentage of net debt and stockholders' equity (end of year)
(e)
|
60.3
|
%
|
|
63.2
|
%
|
|
66.3
|
%
|
|
80.8
|
%
|
|
80.1
|
%
|
|||||
Adjusted EBITDA from total operations
(f)
|
$
|
178.8
|
|
|
$
|
156.3
|
|
|
$
|
144.1
|
|
|
$
|
133.2
|
|
|
$
|
86.3
|
|
Adjusted EBITDA margin from total operations
(g)
|
9.3
|
%
|
|
8.6
|
%
|
|
8.9
|
%
|
|
9.1
|
%
|
|
6.7
|
%
|
|||||
Operating Statistics from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
New orders, net
|
5,464
|
|
|
5,297
|
|
|
5,358
|
|
|
4,748
|
|
|
5,026
|
|
|||||
Closings
|
5,525
|
|
|
5,419
|
|
|
5,010
|
|
|
4,951
|
|
|
5,056
|
|
|||||
Average selling price on closings (in thousands)
|
$
|
343.1
|
|
|
$
|
329.4
|
|
|
$
|
313.5
|
|
|
$
|
284.8
|
|
|
$
|
253.0
|
|
Units in backlog (end of year)
|
1,855
|
|
|
1,916
|
|
|
2,038
|
|
|
1,690
|
|
|
1,893
|
|
|||||
Average selling price in backlog (end of year; in thousands)
|
$
|
358.9
|
|
|
$
|
340.6
|
|
|
$
|
327.6
|
|
|
$
|
305.3
|
|
|
$
|
279.0
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net income (loss)
|
$
|
31,813
|
|
|
$
|
4,693
|
|
|
$
|
344,094
|
|
|
$
|
34,383
|
|
|
$
|
(33,868
|
)
|
Expense (benefit) from income taxes
|
2,621
|
|
|
16,224
|
|
|
(325,927
|
)
|
|
(41,802
|
)
|
|
(3,684
|
)
|
|||||
Interest amortized to home construction and land sales expenses and capitalized interest impaired
|
88,820
|
|
|
79,322
|
|
|
56,164
|
|
|
41,065
|
|
|
41,246
|
|
|||||
Interest expense not qualified for capitalization
|
15,636
|
|
|
25,388
|
|
|
29,822
|
|
|
50,784
|
|
|
59,458
|
|
|||||
EBIT
|
138,890
|
|
|
125,627
|
|
|
104,153
|
|
|
84,430
|
|
|
63,152
|
|
|||||
Depreciation and amortization and stock-based compensation amortization
|
22,173
|
|
|
21,752
|
|
|
19,473
|
|
|
15,866
|
|
|
15,642
|
|
|||||
EBITDA
|
161,063
|
|
|
147,379
|
|
|
123,626
|
|
|
100,296
|
|
|
78,794
|
|
|||||
Loss on extinguishment of debt
|
12,630
|
|
|
13,423
|
|
|
80
|
|
|
19,917
|
|
|
4,636
|
|
|||||
Inventory impairments and abandonments
(a)
|
2,389
|
|
|
14,572
|
|
|
3,109
|
|
|
8,062
|
|
|
2,650
|
|
|||||
Joint venture impairment and abandonment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||
Unexpected warranty costs related to Florida stucco issues (net of expected insurance recoveries)
|
—
|
|
|
(3,612
|
)
|
|
13,582
|
|
|
4,290
|
|
|
—
|
|
|||||
Unexpected warranty costs related to water intrusion issues in New Jersey (net of expected insurance recoveries)
|
—
|
|
|
—
|
|
|
—
|
|
|
648
|
|
|
—
|
|
|||||
Additional insurance recoveries from third-party insurer
|
—
|
|
|
(15,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Litigation settlement in discontinued operations
|
—
|
|
|
—
|
|
|
3,660
|
|
|
—
|
|
|
—
|
|
|||||
Write-off of deposit on legacy land investment
|
2,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
178,782
|
|
|
$
|
156,262
|
|
|
$
|
144,057
|
|
|
$
|
133,213
|
|
|
$
|
86,261
|
|
•
|
We recorded
$2.4 million
in impairment and abandonment charges in fiscal
2017
, a decrease of
$12.8 million
from the prior year;
|
•
|
Our income tax expense from continuing operations was
$2.7 million
and
$16.5 million
for our fiscal 2017 and fiscal 2016, respectively. The $13.8 million decline in tax expense primarily related to (1) $7.5 million in tax benefits for federal tax credits related to energy efficient homebuilding and (2) a
$3.5 million
reduction in the valuation allowance against our deferred tax assets as a result of changes in our estimate of state net operating loss utilization. In fiscal 2016, we recorded a tax expense of
$8.6 million
for additional valuation allowance on our state deferred tax assets that we concluded were no longer realizable due to our tax restructuring efforts.
|
•
|
We redeemed our secured term loan, which had a balance of $55.0 million as of the beginning of the current fiscal year; and our $198.0 million Senior Notes due September 2021; and
|
•
|
We issued and sold $250.0 million of Senior Notes due March 2025, which are unsecured and have an interest rate of 6.75%.
|
•
|
Sales per community per month was
2.9
and
2.7
for the fiscal years ended
September 30, 2017
and
2016
, respectively.
We successfully increased our sales absorptions, on a year over year basis, in each quarter this fiscal year allowing us to attain sales absorptions for the current year within our targeted range of
2.8 to 3.2
sales per community per month as established in our “2B-10” plan. This emphasis on sales absorptions allowed us to expand the dollar value of our backlog despite higher year-over-year closings and a smaller community count. We continue to believe that we are among the industry leaders in sales absorption rates, and are focused on driving further increase in our sales pace moving forward.
|
•
|
We ended the year with an active community count of
155
, which was
3.7%
lower than the prior year.
This reduction in community count was anticipated, as we placed additional emphasis during fiscal 2016 on reducing our outstanding debt balance. However, we expect that our increased spending on land and land development activities in fiscal 2017 will lead to growth in community count in future periods. We consistently evaluate strategic opportunities to purchase land within our geographic footprint, with an emphasis on improving the efficiency of our capital, which will allow us to grow while reducing our leverage. Our “2B-10” target metric is an active community count range between 170 and 175.
|
•
|
Our ASP for homes closed during the fiscal year ended
September 30, 2017
was
$343.1 thousand
, up
4.2%
compared to the prior year.
The year-over-year improvement in our ASP on closings was primarily a function of geographic mix and product shift, though we also benefited from pricing power in some markets. In addition, we ended fiscal
2017
with an ASP of
$358.9 thousand
for our units in backlog, indicating that price growth should persist in the near future. Our targeted “2B-10” metric for ASP is a range of
$340.0 thousand
to
$350.0 thousand
.
|
•
|
Homebuilding gross margin excluding impairments and abandonments and interest for the fiscal year ended
September 30, 2017
was
21.2%
, up by
40
basis points from the prior year
(also adjusted for the unexpected warranty costs, net of recoveries and the additional insurance recoveries with our third party insurer in fiscal 2016). The current year adjusted gross margin is within the “2B-10” target for our homebuilding margin of between
21.0%
and
22.0%
(excluding impairments and abandonments and interest amortized to homebuilding cost of sales). Our homebuilding gross margin has been favorably impacted this year by a number of factors, including our efforts to reduce construction costs, improve cycle time, raise home prices where possible and, to a lesser extent, some non-recurring benefits. Working against these efforts have been increases in land costs, driven by the location and structure of our land deals, cost pressures in certain labor and material categories and community mix (including an increasing number of closings from recently activated assets formerly classified as land held for future development, which generally have lower margins).
|
•
|
SG&A for the fiscal year ended
September 30, 2017
was
12.4%
of total revenue, compared with
12.3%
a year earlier.
Our reported SG&A for the current year included a $2.7 million charge to write off a deposit on a legacy investment in a development site that we deemed non-collectible. Excluding this charge, our SG&A as a percentage of total revenue would have been 12.2%. Although this metric remains above our “2B-10” target of
11.0%
to
12.0%
, we expect further improvement as we continue to grow our revenue more quickly than our overhead.
|
|
Fiscal Year Ended September 30,
|
||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
1,895,855
|
|
|
$
|
1,784,777
|
|
|
$
|
1,570,627
|
|
Land sales and other
|
20,423
|
|
|
37,337
|
|
|
56,786
|
|
|||
Total
|
$
|
1,916,278
|
|
|
$
|
1,822,114
|
|
|
$
|
1,627,413
|
|
Gross profit:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
312,201
|
|
|
$
|
293,860
|
|
|
$
|
267,269
|
|
Land sales and other
|
663
|
|
|
3,347
|
|
|
5,175
|
|
|||
Total
|
$
|
312,864
|
|
|
$
|
297,207
|
|
|
$
|
272,444
|
|
Gross margin:
|
|
|
|
|
|
||||||
Homebuilding
(a)
|
16.5
|
%
|
|
16.5
|
%
|
|
17.0
|
%
|
|||
Land sales and other
|
3.2
|
%
|
|
9.0
|
%
|
|
9.1
|
%
|
|||
Total
|
16.3
|
%
|
|
16.3
|
%
|
|
16.7
|
%
|
|||
Commissions
|
$
|
74,811
|
|
|
$
|
70,460
|
|
|
$
|
65,023
|
|
G&A
(b)
|
$
|
161,906
|
|
|
$
|
153,628
|
|
|
$
|
142,496
|
|
SG&A (commissions plus G&A) as a percentage of total revenue
|
12.4
|
%
|
|
12.3
|
%
|
|
12.8
|
%
|
|||
G&A as a percentage of total revenue
|
8.4
|
%
|
|
8.4
|
%
|
|
8.8
|
%
|
|||
Depreciation and amortization
|
$
|
14,009
|
|
|
$
|
13,794
|
|
|
$
|
13,338
|
|
Operating income
|
$
|
62,138
|
|
|
$
|
59,325
|
|
|
$
|
51,587
|
|
Operating income as a percentage of total revenue
|
3.2
|
%
|
|
3.3
|
%
|
|
3.2
|
%
|
|||
Effective tax rate
(c)
|
7.8
|
%
|
|
76.0
|
%
|
|
(1,473.3
|
)%
|
|||
Equity in income of unconsolidated entities
|
$
|
371
|
|
|
$
|
131
|
|
|
$
|
536
|
|
Loss on extinguishment of debt
|
12,630
|
|
|
13,423
|
|
|
80
|
|
|
New Orders, net
|
|
Cancellation Rates
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
|
2017
|
|
2016
|
|
2015
|
||||||||
West
|
2,578
|
|
|
2,381
|
|
|
2,352
|
|
|
8.3
|
%
|
|
1.2
|
%
|
|
18.1
|
%
|
|
21.9
|
%
|
|
19.7
|
%
|
East
|
1,351
|
|
|
1,330
|
|
|
1,433
|
|
|
1.6
|
%
|
|
(7.2
|
)%
|
|
18.1
|
%
|
|
20.1
|
%
|
|
22.8
|
%
|
Southeast
|
1,535
|
|
|
1,586
|
|
|
1,573
|
|
|
(3.2
|
)%
|
|
0.8
|
%
|
|
19.4
|
%
|
|
18.2
|
%
|
|
18.1
|
%
|
Total
|
5,464
|
|
|
5,297
|
|
|
5,358
|
|
|
3.2
|
%
|
|
(1.1
|
)%
|
|
18.5
|
%
|
|
20.4
|
%
|
|
20.1
|
%
|
|
|
As of September 30,
|
|
|
|
|
||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
||||||||
Backlog Units:
|
|
|
|
|
|
|
|
|
|
|
||||||||
West
|
|
879
|
|
|
828
|
|
|
955
|
|
|
6.2
|
%
|
|
(13.3
|
)%
|
|||
East
|
|
413
|
|
|
444
|
|
|
487
|
|
|
(7.0
|
)%
|
|
(8.8
|
)%
|
|||
Southeast
|
|
563
|
|
|
644
|
|
|
596
|
|
|
(12.6
|
)%
|
|
8.1
|
%
|
|||
Total
|
|
1,855
|
|
|
1,916
|
|
|
2,038
|
|
|
(3.2
|
)%
|
|
(6.0
|
)%
|
|||
Aggregate dollar value of homes in backlog (in millions)
|
|
$
|
665.8
|
|
|
$
|
652.7
|
|
|
$
|
667.7
|
|
|
2.0
|
%
|
|
(2.2
|
)%
|
ASP in backlog (in thousands)
|
|
$
|
358.9
|
|
|
$
|
340.6
|
|
|
$
|
327.6
|
|
|
5.4
|
%
|
|
4.0
|
%
|
|
Homebuilding Revenue
|
|
Average Selling Price
|
||||||||||||||||||||||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
||||||||||||||||
West
|
$
|
851,472
|
|
|
$
|
817,971
|
|
|
$
|
584,202
|
|
|
4.1
|
%
|
|
40.0
|
%
|
|
$
|
336.9
|
|
|
$
|
326.1
|
|
|
$
|
299.0
|
|
|
3.3
|
%
|
|
9.1
|
%
|
East
|
533,585
|
|
|
505,198
|
|
|
549,484
|
|
|
5.6
|
%
|
|
(8.1
|
)%
|
|
386.1
|
|
|
368.0
|
|
|
355.4
|
|
|
4.9
|
%
|
|
3.5
|
%
|
||||||
Southeast
|
510,798
|
|
|
461,608
|
|
|
436,941
|
|
|
10.7
|
%
|
|
5.6
|
%
|
|
316.1
|
|
|
300.1
|
|
|
289.4
|
|
|
5.3
|
%
|
|
3.7
|
%
|
||||||
Total
|
$
|
1,895,855
|
|
|
$
|
1,784,777
|
|
|
$
|
1,570,627
|
|
|
6.2
|
%
|
|
13.6
|
%
|
|
$
|
343.1
|
|
|
$
|
329.4
|
|
|
$
|
313.5
|
|
|
4.2
|
%
|
|
5.1
|
%
|
|
Closings
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
|||||
West
|
2,527
|
|
|
2,508
|
|
|
1,954
|
|
|
0.8
|
%
|
|
28.4
|
%
|
East
|
1,382
|
|
|
1,373
|
|
|
1,546
|
|
|
0.7
|
%
|
|
(11.2
|
)%
|
Southeast
|
1,616
|
|
|
1,538
|
|
|
1,510
|
|
|
5.1
|
%
|
|
1.9
|
%
|
Total
|
5,525
|
|
|
5,419
|
|
|
5,010
|
|
|
2.0
|
%
|
|
8.2
|
%
|
($ in thousands)
|
Fiscal Year Ended September 30, 2017
|
|||||||||||||||||||||||||||
|
HB Gross
Profit (Loss)
|
|
HB Gross
Margin
|
|
Impairments &
Abandonments
(I&A)
|
|
HB Gross
Profit (Loss) w/o
(a)
I&A
|
|
HB Gross
Margin w/o
I&A
|
|
Interest
Amortized to COS (Interest)
|
|
HB Gross Profit
w/o I&A and
Interest
|
|
HB Gross Margin
w/o I&A and
Interest
|
|||||||||||||
West
|
$
|
186,629
|
|
|
21.9
|
%
|
|
$
|
1,625
|
|
|
$
|
188,254
|
|
|
22.1
|
%
|
|
$
|
—
|
|
|
$
|
188,254
|
|
|
22.1
|
%
|
East
|
109,289
|
|
|
20.5
|
%
|
|
188
|
|
|
109,477
|
|
|
20.5
|
%
|
|
—
|
|
|
109,477
|
|
|
20.5
|
%
|
|||||
Southeast
|
103,193
|
|
|
20.2
|
%
|
|
—
|
|
|
103,193
|
|
|
20.2
|
%
|
|
—
|
|
|
103,193
|
|
|
20.2
|
%
|
|||||
Corporate & unallocated
|
(86,910
|
)
|
|
|
|
68
|
|
|
(86,842
|
)
|
|
|
|
88,764
|
|
|
1,922
|
|
|
|
||||||||
Total homebuilding
|
$
|
312,201
|
|
|
16.5
|
%
|
|
$
|
1,881
|
|
|
$
|
314,082
|
|
|
16.6
|
%
|
|
$
|
88,764
|
|
|
$
|
402,846
|
|
|
21.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
($ in thousands)
|
Fiscal Year Ended September 30, 2016
|
|||||||||||||||||||||||||||
|
HB Gross
Profit (Loss)
|
|
HB Gross
Margin
|
|
Impairments &
Abandonments
(I&A)
|
|
HB Gross
Profit (Loss) w/o I&A |
|
HB Gross
Margin w/o
I&A
|
|
Interest
Amortized to COS (Interest) |
|
HB Gross Profit
w/o I&A and
Interest
|
|
HB Gross Margin
w/o I&A and
Interest
|
|||||||||||||
West
|
$
|
169,603
|
|
|
20.7
|
%
|
|
$
|
6,729
|
|
|
$
|
176,332
|
|
|
21.6
|
%
|
|
$
|
—
|
|
|
$
|
176,332
|
|
|
21.6
|
%
|
East
|
89,572
|
|
|
17.7
|
%
|
|
5,894
|
|
|
95,466
|
|
|
18.9
|
%
|
|
—
|
|
|
95,466
|
|
|
18.9
|
%
|
|||||
Southeast
|
92,573
|
|
|
20.1
|
%
|
|
788
|
|
|
93,361
|
|
|
20.2
|
%
|
|
—
|
|
|
93,361
|
|
|
20.2
|
%
|
|||||
Corporate & unallocated
|
(57,888
|
)
|
|
|
|
1,101
|
|
|
(56,787
|
)
|
|
|
|
77,941
|
|
|
21,154
|
|
|
|
||||||||
Total homebuilding
|
$
|
293,860
|
|
|
16.5
|
%
|
|
$
|
14,512
|
|
|
$
|
308,372
|
|
|
17.3
|
%
|
|
$
|
77,941
|
|
|
$
|
386,313
|
|
|
21.6
|
%
|
Unexpected warranty costs related to Florida stucco issues (net of expected insurance recoveries)
|
(3,612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(3,612
|
)
|
|
|
|||||||||||
Additional insurance recoveries from third-party insurer
|
(15,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(15,500
|
)
|
|
|
|||||||||||
Adjusted homebuilding
|
$
|
274,748
|
|
|
15.4
|
%
|
|
|
|
|
|
|
|
|
|
$
|
367,201
|
|
|
20.6
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
($ in thousands)
|
Fiscal Year Ended September 30, 2015
|
|||||||||||||||||||||||||||
|
HB Gross
Profit (Loss) |
|
HB Gross
Margin |
|
Impairments &
Abandonments (I&A) |
|
HB Gross
Profit (Loss) w/o I&A |
|
HB Gross
Margin w/o I&A |
|
Interest
Amortized to COS
(Interest)
|
|
HB Gross Profit
w/o I&A and Interest |
|
HB Gross Margin
w/o I&A and Interest |
|||||||||||||
West
|
$
|
121,264
|
|
|
20.8
|
%
|
|
$
|
—
|
|
|
$
|
121,264
|
|
|
20.8
|
%
|
|
$
|
—
|
|
|
$
|
121,264
|
|
|
20.8
|
%
|
East
|
104,451
|
|
|
19.0
|
%
|
|
1,676
|
|
|
106,127
|
|
|
19.3
|
%
|
|
—
|
|
|
106,127
|
|
|
19.3
|
%
|
|||||
Southeast
|
79,062
|
|
|
18.1
|
%
|
|
—
|
|
|
79,062
|
|
|
18.1
|
%
|
|
—
|
|
|
79,062
|
|
|
18.1
|
%
|
|||||
Corporate & unallocated
|
(37,508
|
)
|
|
|
|
—
|
|
|
(37,508
|
)
|
|
|
|
55,006
|
|
|
17,498
|
|
|
|
||||||||
Total homebuilding
|
$
|
267,269
|
|
|
17.0
|
%
|
|
$
|
1,676
|
|
|
$
|
268,945
|
|
|
17.1
|
%
|
|
$
|
55,006
|
|
|
$
|
323,951
|
|
|
20.6
|
%
|
Unexpected warranty costs related to Florida stucco issues
|
13,582
|
|
|
|
|
|
|
|
|
|
|
|
|
13,582
|
|
|
|
|||||||||||
Adjusted homebuilding
|
$
|
280,851
|
|
|
17.9
|
%
|
|
|
|
|
|
|
|
|
|
$
|
337,533
|
|
|
21.5
|
%
|
(In thousands)
|
Land Sales and Other Revenues
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
||||||||
West
|
$
|
1,758
|
|
|
$
|
9,936
|
|
|
$
|
23,313
|
|
|
(82.3
|
)%
|
|
(57.4
|
)%
|
East
|
17,837
|
|
|
21,751
|
|
|
27,076
|
|
|
(18.0
|
)%
|
|
(19.7
|
)%
|
|||
Southeast
|
828
|
|
|
5,650
|
|
|
6,397
|
|
|
(85.3
|
)%
|
|
(11.7
|
)%
|
|||
Total
|
$
|
20,423
|
|
|
$
|
37,337
|
|
|
$
|
56,786
|
|
|
(45.3
|
)%
|
|
(34.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
(In thousands)
|
Land Sales and Other Gross Profit (Loss)
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
||||||||
West
|
$
|
732
|
|
|
$
|
2,921
|
|
|
$
|
5,399
|
|
|
(74.9
|
)%
|
|
(45.9
|
)%
|
East
|
(119
|
)
|
|
678
|
|
|
732
|
|
|
(117.6
|
)%
|
|
(7.4
|
)%
|
|||
Southeast
|
50
|
|
|
598
|
|
|
847
|
|
|
(91.6
|
)%
|
|
(29.4
|
)%
|
|||
Corporate and unallocated
(a)
|
—
|
|
|
(850
|
)
|
|
(1,803
|
)
|
|
n/m
|
|
|
n/m
|
|
|||
Total
|
$
|
663
|
|
|
$
|
3,347
|
|
|
$
|
5,175
|
|
|
(80.2
|
)%
|
|
(35.3
|
)%
|
|
Fiscal Year Ended September 30,
|
|
|
|
|
||||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|
17 v 16
|
|
16 v 15
|
||||||||||
West
|
$
|
110,600
|
|
|
$
|
99,835
|
|
|
$
|
67,236
|
|
|
$
|
10,765
|
|
|
$
|
32,599
|
|
East
(a)
|
58,191
|
|
|
42,205
|
|
|
52,516
|
|
|
15,986
|
|
|
(10,311
|
)
|
|||||
Southeast
(b)
|
53,905
|
|
|
49,250
|
|
|
37,114
|
|
|
4,655
|
|
|
12,136
|
|
|||||
Corporate and Unallocated
(c)
|
(160,558
|
)
|
|
(131,965
|
)
|
|
(105,279
|
)
|
|
(28,593
|
)
|
|
(26,686
|
)
|
|||||
Operating income
(d)
|
$
|
62,138
|
|
|
$
|
59,325
|
|
|
$
|
51,587
|
|
|
$
|
2,813
|
|
|
$
|
7,738
|
|
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by (used in) operating activities
|
$
|
95,909
|
|
|
$
|
163,025
|
|
|
$
|
(81,049
|
)
|
Cash (used in) provided by investing activities
|
(13,783
|
)
|
|
(12,694
|
)
|
|
3,337
|
|
|||
Cash used in financing activities
|
(20,793
|
)
|
|
(197,539
|
)
|
|
(18,899
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
61,333
|
|
|
$
|
(47,208
|
)
|
|
$
|
(96,611
|
)
|
•
|
$292.1 million
in cash and cash equivalents;
|
•
|
$145.3 million
of remaining capacity under the Facility (due to the use of the Facility to secure
$34.7 million
in letters of credit; however, as discussed below, subsequent to September 30, 2017, we further increased the capacity of the Facility by $20 million); and
|
•
|
$12.5 million
of restricted cash, the majority of which is used to secure certain stand-alone letters of credit.
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes, term loan, junior subordinated notes and other secured notes payable
(a)
|
|
$
|
1,377,555
|
|
|
$
|
1,468
|
|
|
$
|
325,479
|
|
|
$
|
500,000
|
|
|
$
|
550,608
|
|
Interest commitments under senior notes, term loan, junior subordinated notes and other secured notes payable
(b)
|
|
597,500
|
|
|
89,391
|
|
|
190,180
|
|
|
158,540
|
|
|
159,389
|
|
|||||
Obligations related to lots under option
|
|
408,853
|
|
|
226,373
|
|
|
145,131
|
|
|
27,626
|
|
|
9,723
|
|
|||||
Operating leases
|
|
16,223
|
|
|
4,124
|
|
|
7,162
|
|
|
4,106
|
|
|
831
|
|
|||||
Uncertain tax positions
(c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,400,131
|
|
|
$
|
321,356
|
|
|
$
|
667,952
|
|
|
$
|
690,272
|
|
|
$
|
720,551
|
|
|
September 30,
2017 |
|
September 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
292,147
|
|
|
$
|
228,871
|
|
Restricted cash
|
12,462
|
|
|
14,405
|
|
||
Accounts receivable (net of allowance of $330 and $354, respectively)
|
36,323
|
|
|
53,226
|
|
||
Income tax receivable
|
88
|
|
|
292
|
|
||
Owned inventory
|
1,542,807
|
|
|
1,569,279
|
|
||
Investments in unconsolidated entities
|
3,994
|
|
|
10,470
|
|
||
Deferred tax assets, net
|
307,896
|
|
|
309,955
|
|
||
Property and equipment, net
|
17,566
|
|
|
19,138
|
|
||
Other assets
|
7,712
|
|
|
7,522
|
|
||
Total assets
|
$
|
2,220,995
|
|
|
$
|
2,213,158
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Trade accounts payable
|
$
|
103,484
|
|
|
$
|
104,174
|
|
Other liabilities
|
107,659
|
|
|
134,253
|
|
||
Total debt (net of premium of $3,413 and $2,362, respectively, and debt issuance costs of $14,800 and $15,514, respectively)
|
1,327,412
|
|
|
1,331,878
|
|
||
Total liabilities
|
1,538,555
|
|
|
1,570,305
|
|
||
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, 33,515,768 issued and outstanding and 33,071,331 issued and outstanding, respectively)
|
34
|
|
|
33
|
|
||
Paid-in capital
|
873,063
|
|
|
865,290
|
|
||
Accumulated deficit
|
(190,657
|
)
|
|
(222,470
|
)
|
||
Total stockholders’ equity
|
682,440
|
|
|
642,853
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,220,995
|
|
|
$
|
2,213,158
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total revenue
|
|
$
|
1,916,278
|
|
|
$
|
1,822,114
|
|
|
$
|
1,627,413
|
|
Home construction and land sales expenses
|
|
1,600,969
|
|
|
1,509,625
|
|
|
1,351,860
|
|
|||
Inventory impairments and abandonments
|
|
2,445
|
|
|
15,282
|
|
|
3,109
|
|
|||
Gross profit
|
|
312,864
|
|
|
297,207
|
|
|
272,444
|
|
|||
Commissions
|
|
74,811
|
|
|
70,460
|
|
|
65,023
|
|
|||
General and administrative expenses
|
|
161,906
|
|
|
153,628
|
|
|
142,496
|
|
|||
Depreciation and amortization
|
|
14,009
|
|
|
13,794
|
|
|
13,338
|
|
|||
Operating income
|
|
62,138
|
|
|
59,325
|
|
|
51,587
|
|
|||
Equity in income of unconsolidated entities
|
|
371
|
|
|
131
|
|
|
536
|
|
|||
Loss on extinguishment of debt
|
|
(12,630
|
)
|
|
(13,423
|
)
|
|
(80
|
)
|
|||
Other expense, net
|
|
(15,230
|
)
|
|
(24,330
|
)
|
|
(30,013
|
)
|
|||
Income from continuing operations before income taxes
|
|
34,649
|
|
|
21,703
|
|
|
22,030
|
|
|||
Expense (benefit) from income taxes
|
|
2,696
|
|
|
16,498
|
|
|
(324,569
|
)
|
|||
Income from continuing operations
|
|
31,953
|
|
|
5,205
|
|
|
346,599
|
|
|||
Loss from discontinued operations, net of tax
|
|
(140
|
)
|
|
(512
|
)
|
|
(2,505
|
)
|
|||
Net income
|
|
$
|
31,813
|
|
|
$
|
4,693
|
|
|
$
|
344,094
|
|
Weighted average number of shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
31,952
|
|
|
31,798
|
|
|
27,628
|
|
|||
Diluted
|
|
32,426
|
|
|
31,803
|
|
|
31,772
|
|
|||
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.00
|
|
|
$
|
0.16
|
|
|
$
|
12.54
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.09
|
)
|
Total
|
|
$
|
1.00
|
|
|
$
|
0.15
|
|
|
$
|
12.45
|
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.99
|
|
|
$
|
0.16
|
|
|
$
|
10.91
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.08
|
)
|
Total
|
|
$
|
0.99
|
|
|
$
|
0.15
|
|
|
$
|
10.83
|
|
|
|
|
|
|
|
|
||||||
Consolidated Statement of Comprehensive Income
|
||||||||||||
Net income
|
|
$
|
31,813
|
|
|
$
|
4,693
|
|
|
$
|
344,094
|
|
Other comprehensive income (loss), net of income tax:
|
|
|
|
|
|
|
||||||
Change in unrealized loss related to available-for-sale securities
|
|
—
|
|
|
—
|
|
|
1,276
|
|
|||
Comprehensive income
|
|
$
|
31,813
|
|
|
$
|
4,693
|
|
|
$
|
345,370
|
|
|
Common Stock
|
|
Paid in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
Balance as of September 30, 2014
|
27,173
|
|
|
$
|
27
|
|
|
$
|
851,624
|
|
|
$
|
(571,257
|
)
|
|
$
|
(1,276
|
)
|
|
$
|
279,118
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
344,094
|
|
|
—
|
|
|
344,094
|
|
|||||
Change in unrealized loss related to available-for-sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,276
|
|
|
1,276
|
|
|||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345,370
|
|
|||||
Conversion of TEU (debt to stock conversion)
|
5,222
|
|
|
5
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
6,135
|
|
|
—
|
|
|
—
|
|
|
6,135
|
|
|||||
Exercises of stock options
|
1
|
|
|
—
|
|
|
14
|
|
|
|
|
—
|
|
|
14
|
|
||||||
Tax deficiency from stock transactions
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||
Shares issued under employee stock plans, net
|
410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Forfeiture of restricted stock
|
(135
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock redeemed
|
(10
|
)
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|||||
Other activity
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Balance as of September 30, 2015
|
32,661
|
|
|
$
|
33
|
|
|
$
|
857,553
|
|
|
$
|
(227,163
|
)
|
|
$
|
—
|
|
|
$
|
630,423
|
|
Net income and comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
4,693
|
|
|
—
|
|
|
4,693
|
|
|||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
7,959
|
|
|
—
|
|
|
—
|
|
|
7,959
|
|
|||||
Shares issued under employee stock plans, net
|
491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Forfeiture of restricted stock
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock redeemed
|
(17
|
)
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|||||
Balance as of September 30, 2016
|
33,071
|
|
|
$
|
33
|
|
|
$
|
865,290
|
|
|
$
|
(222,470
|
)
|
|
$
|
—
|
|
|
$
|
642,853
|
|
Net income and comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
31,813
|
|
|
—
|
|
|
31,813
|
|
|||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
8,164
|
|
|
—
|
|
|
—
|
|
|
8,164
|
|
|||||
Exercises of stock options
|
2
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Shares issued under employee stock plans, net
|
536
|
|
|
$
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Forfeiture of restricted stock
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock redeemed
|
(32
|
)
|
|
—
|
|
|
(415
|
)
|
|
—
|
|
|
—
|
|
|
(415
|
)
|
|||||
Balance as of September 30, 2017
|
33,516
|
|
|
$
|
34
|
|
|
$
|
873,063
|
|
|
$
|
(190,657
|
)
|
|
$
|
—
|
|
|
$
|
682,440
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
31,813
|
|
|
$
|
4,693
|
|
|
$
|
344,094
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
14,009
|
|
|
13,794
|
|
|
13,338
|
|
|||
Stock-based compensation expense
|
8,159
|
|
|
7,959
|
|
|
6,135
|
|
|||
Inventory impairments and abandonments
|
2,445
|
|
|
15,282
|
|
|
3,109
|
|
|||
Deferred and other income tax expense (benefit)
|
678
|
|
|
15,903
|
|
|
(326,360
|
)
|
|||
Write-off of deposit on legacy land investment
|
2,700
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of fixed assets
|
(294
|
)
|
|
(957
|
)
|
|
—
|
|
|||
Change in allowance for doubtful accounts
|
(24
|
)
|
|
(698
|
)
|
|
(193
|
)
|
|||
Equity in (income) loss of unconsolidated entities and marketable securities
|
(401
|
)
|
|
(143
|
)
|
|
1,294
|
|
|||
Cash distributions of income from unconsolidated entities
|
171
|
|
|
165
|
|
|
224
|
|
|||
Non-cash loss on extinguishment of debt
|
3,677
|
|
|
4,978
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
16,927
|
|
|
(149
|
)
|
|
(17,757
|
)
|
|||
Decrease (increase) in income tax receivable
|
204
|
|
|
127
|
|
|
(373
|
)
|
|||
Decrease (increase) in inventory
|
41,911
|
|
|
129,028
|
|
|
(121,700
|
)
|
|||
Increase in other assets
|
(168
|
)
|
|
(471
|
)
|
|
(165
|
)
|
|||
(Decrease) increase in trade accounts payable
|
(690
|
)
|
|
(9,365
|
)
|
|
7,302
|
|
|||
(Decrease) increase in other liabilities
|
(25,208
|
)
|
|
(17,121
|
)
|
|
10,260
|
|
|||
Other changes
|
—
|
|
|
—
|
|
|
(257
|
)
|
|||
Net cash provided by (used in) operating activities
|
95,909
|
|
|
163,025
|
|
|
(81,049
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(12,440
|
)
|
|
(12,219
|
)
|
|
(15,964
|
)
|
|||
Proceeds from sale of fixed assets
|
297
|
|
|
2,624
|
|
|
—
|
|
|||
Investments in unconsolidated entities
|
(3,261
|
)
|
|
(4,241
|
)
|
|
(4,944
|
)
|
|||
Return of capital from unconsolidated entities and marketable securities
|
1,621
|
|
|
1,142
|
|
|
24,245
|
|
|||
Net cash (used in) provided by investing activities
|
(13,783
|
)
|
|
(12,694
|
)
|
|
3,337
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of debt
|
(265,483
|
)
|
|
(828,221
|
)
|
|
(18,573
|
)
|
|||
Proceeds from issuance of new debt
|
250,000
|
|
|
642,150
|
|
|
—
|
|
|||
Repayment of borrowings from credit facility
|
(25,000
|
)
|
|
(90,000
|
)
|
|
(75,000
|
)
|
|||
Borrowings from credit facility
|
25,000
|
|
|
90,000
|
|
|
75,000
|
|
|||
Debt issuance costs
|
(4,919
|
)
|
|
(11,246
|
)
|
|
(126
|
)
|
|||
Other changes
|
(391
|
)
|
|
(222
|
)
|
|
(200
|
)
|
|||
Net cash used in financing activities
|
(20,793
|
)
|
|
(197,539
|
)
|
|
(18,899
|
)
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
61,333
|
|
|
(47,208
|
)
|
|
(96,611
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
243,276
|
|
|
290,484
|
|
|
387,095
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
304,609
|
|
|
$
|
243,276
|
|
|
$
|
290,484
|
|
Asset Class
|
|
Useful Lives
|
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 life of the community
|
Leasehold improvements
|
|
Lesser of the lease term or the estimated useful life of the asset
|
|
|
Fiscal Year Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Consolidated Statements of Cash Flows:
|
|
|
|
|
||||
Net cash provided by investing activities (as originally reported)
|
|
$
|
11,802
|
|
|
$
|
27,377
|
|
Movements in restricted cash
|
|
(24,496
|
)
|
|
(24,040
|
)
|
||
Net cash (used in) provided by investing activities (as re-casted)
|
|
$
|
(12,694
|
)
|
|
$
|
3,337
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Decrease in obligations related to land not owned under option agreements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,916
|
)
|
Non-cash land acquisitions
(a)
|
14,651
|
|
|
8,265
|
|
|
12,904
|
|
|||
Non-cash capital expenditure
|
—
|
|
|
—
|
|
|
674
|
|
|||
Supplemental disclosure of cash activity:
|
|
|
|
|
|
||||||
Interest payments
(b)
|
$
|
100,125
|
|
|
$
|
131,730
|
|
|
$
|
117,177
|
|
Income tax payments
|
1,616
|
|
|
1,420
|
|
|
942
|
|
|||
Tax refunds received
|
351
|
|
|
201
|
|
|
—
|
|
|||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
292,147
|
|
|
$
|
228,871
|
|
|
$
|
251,583
|
|
Restricted cash
|
12,462
|
|
|
14,405
|
|
|
38,901
|
|
|||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
304,609
|
|
|
$
|
243,276
|
|
|
$
|
290,484
|
|
(In thousands)
|
September 30, 2017
|
|
September 30, 2016
|
||||
Beazer’s investment in unconsolidated entities
|
$
|
3,994
|
|
|
$
|
10,470
|
|
Total equity of unconsolidated entities
|
11,811
|
|
|
31,615
|
|
||
Total outstanding borrowings of unconsolidated entities
|
15,797
|
|
|
14,702
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Income from unconsolidated entity activity
|
$
|
371
|
|
|
$
|
131
|
|
|
$
|
536
|
|
(In thousands)
|
September 30, 2017
|
|
September 30, 2016
|
||||
Homes under construction
|
$
|
419,312
|
|
|
$
|
377,191
|
|
Development projects in progress
|
785,777
|
|
|
742,417
|
|
||
Land held for future development
|
112,565
|
|
|
213,006
|
|
||
Land held for sale
|
17,759
|
|
|
29,696
|
|
||
Capitalized interest
|
139,203
|
|
|
138,108
|
|
||
Model homes
|
68,191
|
|
|
68,861
|
|
||
Total owned inventory
|
$
|
1,542,807
|
|
|
$
|
1,569,279
|
|
(In thousands)
|
Projects in
Progress
(a)
|
|
Land Held for Future
Development
|
|
Land Held
for Sale
|
|
Total Owned
Inventory
|
||||||||
September 30, 2017
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
673,828
|
|
|
$
|
87,231
|
|
|
$
|
3,848
|
|
|
$
|
764,907
|
|
East Segment
|
250,002
|
|
|
14,391
|
|
|
11,578
|
|
|
275,971
|
|
||||
Southeast Segment
|
301,268
|
|
|
10,943
|
|
|
1,233
|
|
|
313,444
|
|
||||
Corporate and unallocated
(b)
|
187,385
|
|
|
—
|
|
|
1,100
|
|
|
188,485
|
|
||||
Total
|
$
|
1,412,483
|
|
|
$
|
112,565
|
|
|
$
|
17,759
|
|
|
$
|
1,542,807
|
|
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
586,420
|
|
|
$
|
172,015
|
|
|
$
|
6,577
|
|
|
$
|
765,012
|
|
East Segment
|
276,785
|
|
|
30,036
|
|
|
20,930
|
|
|
327,751
|
|
||||
Southeast Segment
|
276,385
|
|
|
10,955
|
|
|
1,090
|
|
|
288,430
|
|
||||
Corporate and unallocated
(b)
|
186,987
|
|
|
—
|
|
|
1,099
|
|
|
188,086
|
|
||||
Total
|
$
|
1,326,577
|
|
|
$
|
213,006
|
|
|
$
|
29,696
|
|
|
$
|
1,569,279
|
|
($ in thousands)
|
|
|
Undiscounted Cash Flow Analyses Prepared
|
|||||||||
Segment
(a)
|
Number of
Communities
on Watch List
(b)
|
|
Number of
Communities
(c)
|
|
Pre-analysis
Book Value
(BV)
|
|
Aggregate Undiscounted Cash Flow as a % of BV
(d)
|
|||||
Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|||||
West
|
4
|
|
|
2
|
|
|
$
|
15,801
|
|
|
94.4
|
%
|
Southeast
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
Corporate and unallocated
(e)
|
—
|
|
|
—
|
|
|
3,337
|
|
|
N/A
(f)
|
|
|
Total
|
6
|
|
|
2
|
|
|
$
|
19,138
|
|
|
|
|
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|||||
West
|
9
|
|
|
6
|
|
|
$
|
75,028
|
|
|
114.0
|
%
|
East
|
4
|
|
|
1
|
|
|
22,469
|
|
|
88.5
|
%
|
|
Southeast
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
Corporate and unallocated
(e)
|
—
|
|
|
—
|
|
|
3,899
|
|
|
N/A
(f)
|
|
|
Total
|
14
|
|
|
7
|
|
|
$
|
101,396
|
|
|
|
($ 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 time of Impairment
|
||||||
Year Ended September 30, 2017
|
|||||||||||||
West
|
1
|
|
|
46
|
|
|
$
|
1,625
|
|
|
$
|
3,791
|
|
Corporate and unallocated
(a)
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
||
Total
|
1
|
|
|
46
|
|
|
$
|
1,693
|
|
|
$
|
3,791
|
|
Year Ended September 30, 2016
|
|||||||||||||
West
|
2
|
|
|
213
|
|
|
$
|
6,729
|
|
|
$
|
16,345
|
|
East
|
1
|
|
|
78
|
|
|
5,894
|
|
|
18,073
|
|
||
Corporate and unallocated
(a)
|
—
|
|
|
—
|
|
|
1,101
|
|
|
—
|
|
||
Total
|
3
|
|
|
291
|
|
|
$
|
13,724
|
|
|
$
|
34,418
|
|
|
|
Fiscal Year Ended September 30,
|
||
Unobservable Inputs
|
|
2017
|
|
2016
|
Average selling price
(in thousands)
(a)
|
|
$405
|
|
$355 - $560
|
Closings per community per month
|
|
1 - 4
|
|
2 - 4
|
Discount rate
|
|
12.83%
|
|
14.15% - 15.33%
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Projects in Progress:
|
|
|
|
|
|
||||||
West
|
$
|
1,625
|
|
|
$
|
6,729
|
|
|
$
|
—
|
|
East
|
—
|
|
|
5,894
|
|
|
—
|
|
|||
Corporate and unallocated
(a)
|
68
|
|
|
1,101
|
|
|
—
|
|
|||
Total impairment charges on projects in progress
|
$
|
1,693
|
|
|
$
|
13,724
|
|
|
$
|
—
|
|
Land Held for Sale:
|
|
|
|
|
|
||||||
West
|
$
|
94
|
|
|
$
|
119
|
|
|
$
|
—
|
|
East
|
470
|
|
|
280
|
|
|
1,433
|
|
|||
Southeast
|
—
|
|
|
371
|
|
|
—
|
|
|||
Total impairment charges on land held for sale
|
$
|
564
|
|
|
$
|
770
|
|
|
$
|
1,433
|
|
Abandonments:
|
|
|
|
|
|
||||||
East
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
1,676
|
|
Southeast
|
—
|
|
|
788
|
|
|
—
|
|
|||
Total abandonments charges
|
$
|
188
|
|
|
$
|
788
|
|
|
$
|
1,676
|
|
Total impairment and abandonment charges
|
$
|
2,445
|
|
|
$
|
15,282
|
|
|
$
|
3,109
|
|
(In thousands)
|
Deposits &
Non-refundable
Preacquisition
Costs Incurred
|
|
Remaining
Obligation
|
||||
As of September 30, 2017
|
|
|
|
||||
Unconsolidated lot option agreements
|
$
|
91,854
|
|
|
$
|
408,300
|
|
As of September 30, 2016
|
|
|
|
||||
Unconsolidated lot option agreements
|
$
|
80,433
|
|
|
$
|
446,414
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Capitalized interest in inventory, beginning of period
|
$
|
138,108
|
|
|
$
|
123,457
|
|
|
$
|
87,619
|
|
Interest incurred
|
105,551
|
|
|
119,360
|
|
|
121,754
|
|
|||
Capitalized interest impaired
|
(56
|
)
|
|
(710
|
)
|
|
—
|
|
|||
Interest expense not qualified for capitalization and included as other expense
(a)
|
(15,636
|
)
|
|
(25,388
|
)
|
|
(29,752
|
)
|
|||
Capitalized interest amortized to home construction and land sales expenses
(b)
|
(88,764
|
)
|
|
(78,611
|
)
|
|
(56,164
|
)
|
|||
Capitalized interest in inventory, end of period
|
$
|
139,203
|
|
|
$
|
138,108
|
|
|
$
|
123,457
|
|
(In thousands)
|
September 30, 2017
|
|
September 30, 2016
|
||||
Model furnishings and sales office improvements
|
$
|
28,589
|
|
|
$
|
28,036
|
|
Information systems
|
14,326
|
|
|
14,326
|
|
||
Furniture, fixtures and office equipment
|
10,971
|
|
|
12,247
|
|
||
Leasehold improvements
|
3,698
|
|
|
4,069
|
|
||
Property and equipment, gross
|
57,584
|
|
|
58,678
|
|
||
Less: Accumulated Depreciation
|
(40,018
|
)
|
|
(39,540
|
)
|
||
Property and equipment, net
|
$
|
17,566
|
|
|
$
|
19,138
|
|
(In thousands)
|
Maturity Date
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
5 3/4% Senior Notes
|
June 2019
|
|
$
|
321,393
|
|
|
$
|
321,393
|
|
7 1/2% Senior Notes
|
September 2021
|
|
—
|
|
|
198,000
|
|
||
8 3/4% Senior Notes
|
March 2022
|
|
500,000
|
|
|
500,000
|
|
||
7 1/4% Senior Notes
|
February 2023
|
|
199,834
|
|
|
199,834
|
|
||
6 3/4% Senior Notes
|
March 2025
|
|
250,000
|
|
|
—
|
|
||
Unamortized debt premium, net
|
|
|
3,413
|
|
|
2,362
|
|
||
Unamortized debt issuance costs
|
|
|
(14,800
|
)
|
|
(14,063
|
)
|
||
Total Senior Notes, net
|
|
|
1,259,840
|
|
|
1,207,526
|
|
||
Term Loan (net of unamortized discount of $880 and unamortized debt issuance costs of $1,451)
|
March 2018
|
|
—
|
|
|
52,669
|
|
||
Junior Subordinated Notes (net of unamortized accretion of $38,837 and $40,903, respectively)
|
July 2036
|
|
61,937
|
|
|
59,870
|
|
||
Other Secured Notes Payable
|
Various Dates
|
|
5,635
|
|
|
11,813
|
|
||
Total debt, net
|
|
|
$
|
1,327,412
|
|
|
$
|
1,331,878
|
|
Senior Note Description
|
|
Issuance Date
|
|
Maturity Date
|
|
Redemption Terms
|
5 3/4% Senior Notes
|
|
April 2014
|
|
June 2019
|
|
Callable at any time before March 15, 2019, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after March 15, 2019, callable at 100% of the principal amount plus, in each case, accrued and unpaid interest
|
8 3/4% Senior Notes
|
|
September 2016
|
|
March 2022
|
|
Callable at any time prior to March 15, 2019, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after March 15, 2019, callable at a redemption price equal to 104.375% of the principal amount; on or after March 15, 2020, callable at a redemption price equal to 102.188% of the principal amount; on or after March 15, 2021, callable at a redemption price equal to 100% of the principal amount plus, in each case, accrued and unpaid interest
|
7 1/4% Senior Notes
|
|
February 2013
|
|
February 2023
|
|
Callable at any time prior to February 1, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after February 1, 2018, callable at a redemption price equal to 103.625% of the principal amount; on or after February 1, 2019, callable at a redemption price equal to 102.41% of the principal amount; on or after February 1, 2020, callable at a redemption price equal to 101.208% of the principal amount; on or after February 1, 2021, callable at 100% of the principal amount plus, in each case, accrued and unpaid interest
|
6 3/4% Senior Notes
|
|
March 2017
|
|
March 2025
|
|
Callable at any time prior to March 15, 2020, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after March 15, 2020, callable at a redemption price equal to 105.063% of the principal amount; on or after March 15, 2021, callable at a redemption price equal to 103.375% of the principal amount; on or after March 15, 2022, callable at a redemption price equal to 101.688% of the principal amount; on or after March 15, 2023, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
$
|
39,131
|
|
|
$
|
27,681
|
|
|
$
|
16,084
|
|
Accruals for warranties issued
(a)
|
14,215
|
|
|
13,835
|
|
|
10,356
|
|
|||
Changes in liability related to warranties existing in prior periods
(b)
|
4,807
|
|
|
53,109
|
|
|
30,482
|
|
|||
Payments made
(b)
|
(40,062
|
)
|
|
(55,494
|
)
|
|
(29,241
|
)
|
|||
Balance at end of period
|
$
|
18,091
|
|
|
$
|
39,131
|
|
|
$
|
27,681
|
|
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly through corroboration with market data; and
|
•
|
Level 3 – Unobservable inputs that reflect our own estimates about the assumptions market participants would use in pricing the asset or liability.
|
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Year Ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
(a)
|
$
|
—
|
|
|
$
|
1,114
|
|
|
$
|
—
|
|
|
$
|
1,114
|
|
Development projects in progress
(b)
|
—
|
|
|
—
|
|
|
3,791
|
|
(c)
|
3,791
|
|
||||
Land held for sale
(b)
|
—
|
|
|
—
|
|
|
325
|
|
(c)
|
325
|
|
||||
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
(a)
|
$
|
—
|
|
|
$
|
765
|
|
|
$
|
—
|
|
|
$
|
765
|
|
Development projects in progress
(b)
|
—
|
|
|
—
|
|
|
34,418
|
|
(c)
|
34,418
|
|
||||
Land held for sale
(b)
|
—
|
|
|
—
|
|
|
19,973
|
|
(c)
|
19,973
|
|
||||
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
(a)
|
$
|
—
|
|
|
$
|
669
|
|
|
$
|
—
|
|
|
$
|
669
|
|
Development projects in progress
(b)
|
—
|
|
|
—
|
|
|
8,814
|
|
(c)
|
8,814
|
|
|
As of September 30, 2017
|
|
As of September 30, 2016
|
||||||||||||
(In thousands)
|
Carrying
Amount (a) |
|
Fair Value
|
|
Carrying
Amount (a) |
|
Fair Value
|
||||||||
Senior Notes
(b)
|
$
|
1,259,840
|
|
|
$
|
1,355,657
|
|
|
$
|
1,207,526
|
|
|
$
|
1,253,614
|
|
Term Loan
|
N/A
(c)
|
|
|
N/A
|
|
|
52,669
|
|
|
52,669
|
|
||||
Junior Subordinated Notes
|
61,937
|
|
|
61,937
|
|
|
59,870
|
|
|
59,870
|
|
||||
|
$
|
1,321,777
|
|
|
$
|
1,417,594
|
|
|
$
|
1,320,065
|
|
|
$
|
1,366,153
|
|
(In thousands)
|
September 30, 2017
|
|
September 30, 2016
|
||||
Accrued bonus and deferred compensation
|
$
|
36,753
|
|
|
$
|
30,466
|
|
Accrued warranty expenses
|
18,091
|
|
|
39,131
|
|
||
Customer deposits
|
11,704
|
|
|
12,140
|
|
||
Accrued interest
|
11,024
|
|
|
11,530
|
|
||
Litigation accrual
|
3,899
|
|
|
10,178
|
|
||
Income tax liabilities
|
811
|
|
|
1,718
|
|
||
Other
|
25,377
|
|
|
29,090
|
|
||
Total
|
$
|
107,659
|
|
|
$
|
134,253
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Current federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(64
|
)
|
Current state
|
859
|
|
|
595
|
|
|
520
|
|
|||
Deferred federal
(a)
|
1,625
|
|
|
5,574
|
|
|
(314,651
|
)
|
|||
Deferred state
(a) (b)
|
212
|
|
|
10,329
|
|
|
(10,374
|
)
|
|||
Total
|
$
|
2,696
|
|
|
$
|
16,498
|
|
|
$
|
(324,569
|
)
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Income tax computed at statutory rate
|
$
|
12,052
|
|
|
$
|
7,596
|
|
|
$
|
7,711
|
|
State income taxes, net of federal benefit
|
1,287
|
|
|
4,974
|
|
|
2,485
|
|
|||
(Decrease) increase in valuation allowance - other
(a) (b) (c)
|
(3,482
|
)
|
|
6,457
|
|
|
(334,605
|
)
|
|||
Changes for uncertain tax positions
|
(685
|
)
|
|
(40
|
)
|
|
42
|
|
|||
Stock based compensation
|
741
|
|
|
—
|
|
|
—
|
|
|||
State rate change
|
—
|
|
|
(678
|
)
|
|
—
|
|
|||
Tax credits
|
(7,460
|
)
|
|
(2,134
|
)
|
|
—
|
|
|||
Other, net
|
243
|
|
|
323
|
|
|
(202
|
)
|
|||
Total
|
$
|
2,696
|
|
|
$
|
16,498
|
|
|
$
|
(324,569
|
)
|
(In thousands)
|
September 30, 2017
|
|
September 30, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal and state tax carryforwards
|
$
|
293,298
|
|
|
$
|
298,426
|
|
Inventory adjustments
|
59,507
|
|
|
62,985
|
|
||
Incentive compensation
|
19,043
|
|
|
15,390
|
|
||
Warranty and other reserves
|
6,140
|
|
|
16,943
|
|
||
Property, equipment and other assets
|
3,247
|
|
|
2,896
|
|
||
Other
|
1,785
|
|
|
809
|
|
||
Uncertain tax positions
|
1,332
|
|
|
1,721
|
|
||
Total deferred tax assets
|
384,352
|
|
|
399,170
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Deferred revenues
|
(11,297
|
)
|
|
(22,950
|
)
|
||
Total deferred tax liabilities
|
(11,297
|
)
|
|
(22,950
|
)
|
||
Net deferred tax assets before valuation allowance
|
373,055
|
|
|
376,220
|
|
||
Valuation allowance
(a)
|
(65,159
|
)
|
|
(66,265
|
)
|
||
Net deferred tax assets
|
$
|
307,896
|
|
|
$
|
309,955
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
4,541
|
|
|
$
|
4,721
|
|
|
$
|
4,615
|
|
Additions for (reductions in) tax positions related to current year
|
61
|
|
|
(180
|
)
|
|
252
|
|
|||
Additions for tax positions related to prior years
|
2,611
|
|
|
—
|
|
|
—
|
|
|||
Reductions in tax positions of prior years
|
(2,273
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Lapse of statute of limitations
|
(1,136
|
)
|
|
—
|
|
|
(136
|
)
|
|||
Balance at end of year
|
$
|
3,804
|
|
|
$
|
4,541
|
|
|
$
|
4,721
|
|
|
|
Fiscal Year Ended September 30,
|
|||||||||||
(In millions)
|
|
2017
|
|
2016
|
|
2015
|
|
||||||
Stock options expense
|
|
$
|
274
|
|
|
$
|
534
|
|
|
$
|
697
|
|
|
Restricted stock awards expense
|
|
7,885
|
|
|
7,425
|
|
|
5,408
|
|
|
|||
Before tax stock-based compensation expense
|
|
8,159
|
|
|
7,959
|
|
|
6,105
|
|
|
|||
Tax benefit
|
|
(2,917
|
)
|
|
(2,832
|
)
|
|
—
|
|
(a)
|
|||
After tax stock-based compensation expense
|
|
$
|
5,242
|
|
|
$
|
5,127
|
|
|
$
|
6,105
|
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||
Expected life of options
|
|
5.4 years
|
|
|
4.9 years
|
|
|
N/A
(a)
|
||
Expected volatility
|
|
50.10
|
%
|
|
46.49
|
%
|
|
N/A
|
||
Expected dividends
|
|
—
|
|
|
—
|
|
|
N/A
|
||
Weighted average risk-free interest rate
|
|
1.85
|
%
|
|
1.36
|
%
|
|
N/A
|
||
Weighted average fair value
|
|
$
|
5.83
|
|
|
$
|
4.03
|
|
|
N/A
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Shares
|
|
Weighted-
Average Exercise Price |
|||||||||
Outstanding at beginning of period
|
672,669
|
|
|
$
|
16.49
|
|
|
643,907
|
|
|
$
|
18.13
|
|
|
650,223
|
|
|
$
|
18.12
|
|
Granted
|
29,410
|
|
|
12.50
|
|
|
125,449
|
|
|
9.19
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(2,313
|
)
|
|
10.80
|
|
|
—
|
|
|
—
|
|
|
(1,209
|
)
|
|
12.07
|
|
|||
Expired
|
(84,976
|
)
|
|
28.45
|
|
|
(86,606
|
)
|
|
19.70
|
|
|
—
|
|
|
—
|
|
|||
Canceled
|
(480
|
)
|
|
23.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(20,557
|
)
|
|
11.97
|
|
|
(10,081
|
)
|
|
10.98
|
|
|
(5,107
|
)
|
|
19.05
|
|
|||
Outstanding at end of period
|
593,753
|
|
|
$
|
14.76
|
|
|
672,669
|
|
|
$
|
16.49
|
|
|
643,907
|
|
|
$
|
18.13
|
|
Exercisable at end of period
|
476,606
|
|
|
$
|
15.91
|
|
|
503,594
|
|
|
$
|
17.76
|
|
|
491,029
|
|
|
$
|
18.40
|
|
Vested or expected to vest in the future
|
585,186
|
|
|
$
|
14.83
|
|
|
672,669
|
|
|
$
|
16.49
|
|
|
643,877
|
|
|
$
|
18.13
|
|
|
Stock Options Outstanding
|
|
Stock Options 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
|
379,657
|
|
|
4.05
|
|
$
|
11.63
|
|
|
262,610
|
|
|
2.87
|
|
$
|
12.33
|
|
$16 - $20
|
157,129
|
|
|
3.99
|
|
19.08
|
|
|
157,029
|
|
|
3.99
|
|
19.08
|
|
||
$21- $30
|
56,967
|
|
|
0.12
|
|
23.65
|
|
|
56,967
|
|
|
0.12
|
|
23.65
|
|
||
$1- $30
|
593,753
|
|
|
3.66
|
|
$
|
14.76
|
|
|
476,606
|
|
|
2.91
|
|
$
|
15.91
|
|
|
Year Ended September 30, 2017
|
|||||||||||||||||||
|
Performance-Based
|
|
Time-Based
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Beginning of period
|
448,693
|
|
|
$
|
16.71
|
|
|
807,124
|
|
|
$
|
17.52
|
|
|
1,255,817
|
|
|
$
|
17.23
|
|
Granted
|
263,696
|
|
|
13.60
|
|
|
271,855
|
|
|
12.50
|
|
|
535,551
|
|
|
13.04
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
(189,029
|
)
|
|
15.52
|
|
|
(189,029
|
)
|
|
15.52
|
|
|||
Forfeited
|
(43,623
|
)
|
|
13.11
|
|
|
(17,769
|
)
|
|
14.08
|
|
|
(61,392
|
)
|
|
13.39
|
|
|||
End of period
|
668,766
|
|
|
$
|
15.72
|
|
|
872,181
|
|
|
$
|
16.47
|
|
|
1,540,947
|
|
|
$
|
16.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended September 30, 2016
|
|||||||||||||||||||
|
Performance-Based
|
|
Time-Based
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Beginning of period
|
252,022
|
|
|
$
|
16.34
|
|
|
704,261
|
|
|
$
|
18.97
|
|
|
956,283
|
|
|
$
|
18.27
|
|
Granted
|
231,624
|
|
|
15.43
|
|
|
259,819
|
|
|
14.04
|
|
|
491,443
|
|
|
14.69
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
(127,993
|
)
|
|
18.58
|
|
|
(127,993
|
)
|
|
18.58
|
|
|||
Forfeited
|
(34,953
|
)
|
|
5.51
|
|
|
(28,963
|
)
|
|
16.78
|
|
|
(63,916
|
)
|
|
10.62
|
|
|||
End of period
|
448,693
|
|
|
$
|
16.71
|
|
|
807,124
|
|
|
$
|
17.52
|
|
|
1,255,817
|
|
|
$
|
17.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended September 30, 2015
|
|||||||||||||||||||
|
Performance-Based
|
|
Time-Based
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Beginning of period
|
166,413
|
|
|
$
|
5.78
|
|
|
580,154
|
|
|
$
|
18.62
|
|
|
746,567
|
|
|
$
|
15.76
|
|
Granted
|
201,157
|
|
|
19.03
|
|
|
209,035
|
|
|
19.00
|
|
|
410,192
|
|
|
19.01
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
(64,719
|
)
|
|
15.96
|
|
|
(64,719
|
)
|
|
15.96
|
|
|||
Forfeited
|
(115,548
|
)
|
|
5.82
|
|
|
(20,209
|
)
|
|
18.95
|
|
|
(135,757
|
)
|
|
7.77
|
|
|||
End of period
|
252,022
|
|
|
$
|
16.34
|
|
|
704,261
|
|
|
$
|
18.97
|
|
|
956,283
|
|
|
$
|
18.27
|
|
|
|
Fiscal Year Ended September 30,
|
|||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
|||
Basic shares
|
|
31,952
|
|
|
31,798
|
|
|
27,628
|
|
Shares issued upon conversion of TEUs
(a)
|
|
N/A
(b)
|
|
|
N/A
|
|
|
4,069
|
|
Shares issuable upon vesting of stock awards
|
|
433
|
|
|
5
|
|
|
75
|
|
Shares issuable upon exercise of options
|
|
41
|
|
|
—
|
|
|
—
|
|
Diluted shares
|
|
32,426
|
|
|
31,803
|
|
|
31,772
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating income
(a)
|
|
|
|
|
|
||||||
West
|
$
|
110,600
|
|
|
$
|
99,835
|
|
|
$
|
67,236
|
|
East
(b)
|
58,191
|
|
|
42,205
|
|
|
52,516
|
|
|||
Southeast
(c)
|
53,905
|
|
|
49,250
|
|
|
37,114
|
|
|||
Segment total
|
222,696
|
|
|
191,290
|
|
|
156,866
|
|
|||
Corporate and unallocated
(d)
|
(160,558
|
)
|
|
(131,965
|
)
|
|
(105,279
|
)
|
|||
Total operating income
|
$
|
62,138
|
|
|
$
|
59,325
|
|
|
$
|
51,587
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
West
|
$
|
7,207
|
|
|
$
|
6,086
|
|
|
$
|
5,544
|
|
East
|
2,927
|
|
|
3,173
|
|
|
3,091
|
|
|||
Southeast
|
2,564
|
|
|
2,451
|
|
|
2,776
|
|
|||
Segment total
|
12,698
|
|
|
11,710
|
|
|
11,411
|
|
|||
Corporate and unallocated
(d)
|
1,311
|
|
|
2,084
|
|
|
1,927
|
|
|||
Total depreciation and amortization
|
$
|
14,009
|
|
|
$
|
13,794
|
|
|
$
|
13,338
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
West
|
$
|
7,086
|
|
|
$
|
6,570
|
|
|
$
|
7,348
|
|
East
|
2,474
|
|
|
2,441
|
|
|
3,692
|
|
|||
Southeast
|
2,539
|
|
|
2,747
|
|
|
3,379
|
|
|||
Corporate and unallocated
(a)
|
341
|
|
|
461
|
|
|
2,219
|
|
|||
Total capital expenditures
|
$
|
12,440
|
|
|
$
|
12,219
|
|
|
$
|
16,638
|
|
(In thousands)
|
September 30, 2017
|
|
September 30, 2016
|
||||
Assets
|
|
|
|
||||
West
|
$
|
779,964
|
|
|
$
|
778,521
|
|
East
|
298,532
|
|
|
344,898
|
|
||
Southeast
|
331,618
|
|
|
333,501
|
|
||
Corporate and unallocated
(a)
|
810,881
|
|
|
756,238
|
|
||
Total assets
|
$
|
2,220,995
|
|
|
$
|
2,213,158
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
283,191
|
|
|
$
|
15,393
|
|
|
$
|
724
|
|
|
$
|
(7,161
|
)
|
|
$
|
292,147
|
|
Restricted cash
|
11,001
|
|
|
1,461
|
|
|
—
|
|
|
—
|
|
|
12,462
|
|
|||||
Accounts receivable (net of allowance of $330)
|
—
|
|
|
36,322
|
|
|
1
|
|
|
—
|
|
|
36,323
|
|
|||||
Income tax receivable
|
88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||
Owned inventory
|
—
|
|
|
1,542,807
|
|
|
—
|
|
|
—
|
|
|
1,542,807
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
3,221
|
|
|
—
|
|
|
—
|
|
|
3,994
|
|
|||||
Deferred tax assets, net
|
307,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307,896
|
|
|||||
Property and equipment, net
|
—
|
|
|
17,566
|
|
|
—
|
|
|
—
|
|
|
17,566
|
|
|||||
Investments in subsidiaries
|
808,067
|
|
|
—
|
|
|
—
|
|
|
(808,067
|
)
|
|
—
|
|
|||||
Intercompany
|
606,168
|
|
|
—
|
|
|
2,337
|
|
|
(608,505
|
)
|
|
—
|
|
|||||
Other assets
|
599
|
|
|
7,098
|
|
|
15
|
|
|
—
|
|
|
7,712
|
|
|||||
Total assets
|
$
|
2,017,783
|
|
|
$
|
1,623,868
|
|
|
$
|
3,077
|
|
|
$
|
(1,423,733
|
)
|
|
$
|
2,220,995
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
103,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,484
|
|
Other liabilities
|
11,229
|
|
|
96,189
|
|
|
241
|
|
|
—
|
|
|
107,659
|
|
|||||
Intercompany
|
2,337
|
|
|
613,329
|
|
|
—
|
|
|
(615,666
|
)
|
|
—
|
|
|||||
Total debt (net of premium/discount and debt issuance costs)
|
1,321,777
|
|
|
5,635
|
|
|
—
|
|
|
—
|
|
|
1,327,412
|
|
|||||
Total liabilities
|
1,335,343
|
|
|
818,637
|
|
|
241
|
|
|
(615,666
|
)
|
|
1,538,555
|
|
|||||
Stockholders’ equity
|
682,440
|
|
|
805,231
|
|
|
2,836
|
|
|
(808,067
|
)
|
|
682,440
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,017,783
|
|
|
$
|
1,623,868
|
|
|
$
|
3,077
|
|
|
$
|
(1,423,733
|
)
|
|
$
|
2,220,995
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
215,646
|
|
|
$
|
16,866
|
|
|
$
|
859
|
|
|
$
|
(4,500
|
)
|
|
$
|
228,871
|
|
Restricted cash
|
12,867
|
|
|
1,538
|
|
|
—
|
|
|
—
|
|
|
14,405
|
|
|||||
Accounts receivable (net of allowance of $354)
|
—
|
|
|
53,225
|
|
|
1
|
|
|
—
|
|
|
53,226
|
|
|||||
Income tax receivable
|
292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|||||
Owned inventory
|
—
|
|
|
1,569,279
|
|
|
—
|
|
|
—
|
|
|
1,569,279
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
9,697
|
|
|
—
|
|
|
—
|
|
|
10,470
|
|
|||||
Deferred tax assets, net
|
309,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
309,955
|
|
|||||
Property and equipment, net
|
—
|
|
|
19,138
|
|
|
—
|
|
|
—
|
|
|
19,138
|
|
|||||
Investments in subsidiaries
|
701,931
|
|
|
—
|
|
|
—
|
|
|
(701,931
|
)
|
|
—
|
|
|||||
Intercompany
|
734,766
|
|
|
—
|
|
|
2,574
|
|
|
(737,340
|
)
|
|
—
|
|
|||||
Other assets
|
577
|
|
|
6,930
|
|
|
15
|
|
|
—
|
|
|
7,522
|
|
|||||
Total assets
|
$
|
1,976,807
|
|
|
$
|
1,676,673
|
|
|
$
|
3,449
|
|
|
$
|
(1,443,771
|
)
|
|
$
|
2,213,158
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
104,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,174
|
|
Other liabilities
|
11,315
|
|
|
122,561
|
|
|
377
|
|
|
—
|
|
|
134,253
|
|
|||||
Intercompany
|
2,574
|
|
|
739,266
|
|
|
—
|
|
|
(741,840
|
)
|
|
—
|
|
|||||
Total debt (net of discount and debt issuance costs)
|
1,320,065
|
|
|
11,813
|
|
|
—
|
|
|
—
|
|
|
1,331,878
|
|
|||||
Total liabilities
|
1,333,954
|
|
|
977,814
|
|
|
377
|
|
|
(741,840
|
)
|
|
1,570,305
|
|
|||||
Stockholders’ equity
|
642,853
|
|
|
698,859
|
|
|
3,072
|
|
|
(701,931
|
)
|
|
642,853
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,976,807
|
|
|
$
|
1,676,673
|
|
|
$
|
3,449
|
|
|
$
|
(1,443,771
|
)
|
|
$
|
2,213,158
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
1,916,278
|
|
|
$
|
107
|
|
|
$
|
(107
|
)
|
|
$
|
1,916,278
|
|
Home construction and land sales expenses
|
88,764
|
|
|
1,512,312
|
|
|
—
|
|
|
(107
|
)
|
|
1,600,969
|
|
|||||
Inventory impairments and abandonments
|
56
|
|
|
2,389
|
|
|
—
|
|
|
—
|
|
|
2,445
|
|
|||||
Gross (loss) profit
|
(88,820
|
)
|
|
401,577
|
|
|
107
|
|
|
—
|
|
|
312,864
|
|
|||||
Commissions
|
—
|
|
|
74,811
|
|
|
—
|
|
|
—
|
|
|
74,811
|
|
|||||
General and administrative expenses
|
—
|
|
|
161,804
|
|
|
102
|
|
|
—
|
|
|
161,906
|
|
|||||
Depreciation and amortization
|
—
|
|
|
14,009
|
|
|
—
|
|
|
—
|
|
|
14,009
|
|
|||||
Operating (loss) income
|
(88,820
|
)
|
|
150,953
|
|
|
5
|
|
|
—
|
|
|
62,138
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
371
|
|
|
—
|
|
|
—
|
|
|
371
|
|
|||||
Loss on extinguishment of debt
|
(12,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,630
|
)
|
|||||
Other (expense) income, net
|
(15,635
|
)
|
|
429
|
|
|
(24
|
)
|
|
—
|
|
|
(15,230
|
)
|
|||||
(Loss) income before income taxes
|
(117,085
|
)
|
|
151,753
|
|
|
(19
|
)
|
|
—
|
|
|
34,649
|
|
|||||
(Benefit) expense from income taxes
|
(42,564
|
)
|
|
45,266
|
|
|
(6
|
)
|
|
—
|
|
|
2,696
|
|
|||||
Equity in income of subsidiaries
|
106,474
|
|
|
—
|
|
|
—
|
|
|
(106,474
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
31,953
|
|
|
106,487
|
|
|
(13
|
)
|
|
(106,474
|
)
|
|
31,953
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(115
|
)
|
|
(25
|
)
|
|
—
|
|
|
(140
|
)
|
|||||
Equity in loss of subsidiaries
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|||||
Net income and comprehensive income
|
$
|
31,813
|
|
|
$
|
106,372
|
|
|
$
|
(38
|
)
|
|
$
|
(106,334
|
)
|
|
$
|
31,813
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
1,822,114
|
|
|
$
|
156
|
|
|
$
|
(156
|
)
|
|
$
|
1,822,114
|
|
Home construction and land sales expenses
|
77,941
|
|
|
1,431,840
|
|
|
—
|
|
|
(156
|
)
|
|
1,509,625
|
|
|||||
Inventory impairments and abandonments
|
710
|
|
|
14,572
|
|
|
—
|
|
|
—
|
|
|
15,282
|
|
|||||
Gross (loss) profit
|
(78,651
|
)
|
|
375,702
|
|
|
156
|
|
|
—
|
|
|
297,207
|
|
|||||
Commissions
|
—
|
|
|
70,460
|
|
|
—
|
|
|
—
|
|
|
70,460
|
|
|||||
General and administrative expenses
|
—
|
|
|
153,524
|
|
|
104
|
|
|
—
|
|
|
153,628
|
|
|||||
Depreciation and amortization
|
—
|
|
|
13,794
|
|
|
—
|
|
|
—
|
|
|
13,794
|
|
|||||
Operating (loss) income
|
(78,651
|
)
|
|
137,924
|
|
|
52
|
|
|
—
|
|
|
59,325
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||
Loss on extinguishment of debt
|
(13,423
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,423
|
)
|
|||||
Other (expense) income, net
|
(25,388
|
)
|
|
1,061
|
|
|
(3
|
)
|
|
—
|
|
|
(24,330
|
)
|
|||||
(Loss) income before income taxes
|
(117,462
|
)
|
|
139,116
|
|
|
49
|
|
|
—
|
|
|
21,703
|
|
|||||
(Benefit) expense from income taxes
|
(70,126
|
)
|
|
86,605
|
|
|
19
|
|
|
—
|
|
|
16,498
|
|
|||||
Equity in income of subsidiaries
|
52,541
|
|
|
—
|
|
|
—
|
|
|
(52,541
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
5,205
|
|
|
52,511
|
|
|
30
|
|
|
(52,541
|
)
|
|
5,205
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(503
|
)
|
|
(9
|
)
|
|
—
|
|
|
(512
|
)
|
|||||
Equity in loss of subsidiaries
|
(512
|
)
|
|
—
|
|
|
—
|
|
|
512
|
|
|
—
|
|
|||||
Net income and comprehensive income
|
$
|
4,693
|
|
|
$
|
52,008
|
|
|
$
|
21
|
|
|
$
|
(52,029
|
)
|
|
$
|
4,693
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
1,627,413
|
|
|
$
|
198
|
|
|
$
|
(198
|
)
|
|
$
|
1,627,413
|
|
Home construction and land sales expenses
|
55,006
|
|
|
1,297,052
|
|
|
—
|
|
|
(198
|
)
|
|
1,351,860
|
|
|||||
Inventory impairments and abandonments
|
—
|
|
|
3,109
|
|
|
—
|
|
|
—
|
|
|
3,109
|
|
|||||
Gross (loss) profit
|
(55,006
|
)
|
|
327,252
|
|
|
198
|
|
|
—
|
|
|
272,444
|
|
|||||
Commissions
|
—
|
|
|
65,023
|
|
|
—
|
|
|
—
|
|
|
65,023
|
|
|||||
General and administrative expenses
|
—
|
|
|
142,391
|
|
|
105
|
|
|
—
|
|
|
142,496
|
|
|||||
Depreciation and amortization
|
—
|
|
|
13,338
|
|
|
—
|
|
|
—
|
|
|
13,338
|
|
|||||
Operating (loss) income
|
(55,006
|
)
|
|
106,500
|
|
|
93
|
|
|
—
|
|
|
51,587
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
536
|
|
|
—
|
|
|
—
|
|
|
536
|
|
|||||
Loss on extinguishment of debt
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|||||
Other expense, net
|
(29,752
|
)
|
|
(258
|
)
|
|
(3
|
)
|
|
—
|
|
|
(30,013
|
)
|
|||||
(Loss) income before income taxes
|
(84,838
|
)
|
|
106,778
|
|
|
90
|
|
|
—
|
|
|
22,030
|
|
|||||
(Benefit) expense from income taxes
|
(32,275
|
)
|
|
(292,326
|
)
|
|
32
|
|
|
—
|
|
|
(324,569
|
)
|
|||||
Equity in income of subsidiaries
|
399,162
|
|
|
—
|
|
|
—
|
|
|
(399,162
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
346,599
|
|
|
399,104
|
|
|
58
|
|
|
(399,162
|
)
|
|
346,599
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(2,495
|
)
|
|
(10
|
)
|
|
—
|
|
|
(2,505
|
)
|
|||||
Equity in loss of subsidiaries
|
(2,505
|
)
|
|
—
|
|
|
—
|
|
|
2,505
|
|
|
—
|
|
|||||
Net income
|
$
|
344,094
|
|
|
$
|
396,609
|
|
|
$
|
48
|
|
|
$
|
(396,657
|
)
|
|
$
|
344,094
|
|
Change in unrealized loss related to available-for-sale securities
|
1,276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,276
|
|
|||||
Comprehensive income
|
$
|
345,370
|
|
|
$
|
396,609
|
|
|
$
|
48
|
|
|
$
|
(396,657
|
)
|
|
$
|
345,370
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(74,046
|
)
|
|
$
|
170,129
|
|
|
$
|
(174
|
)
|
|
$
|
—
|
|
|
$
|
95,909
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(12,440
|
)
|
|
—
|
|
|
—
|
|
|
(12,440
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(3,261
|
)
|
|
—
|
|
|
—
|
|
|
(3,261
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
1,621
|
|
|
—
|
|
|
—
|
|
|
1,621
|
|
|||||
Advances to/from subsidiaries
|
148,081
|
|
|
—
|
|
|
39
|
|
|
(148,120
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
148,081
|
|
|
(13,783
|
)
|
|
39
|
|
|
(148,120
|
)
|
|
(13,783
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(253,046
|
)
|
|
(12,437
|
)
|
|
—
|
|
|
—
|
|
|
(265,483
|
)
|
|||||
Proceeds from issuance of new debt
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Repayment of borrowing from credit facility
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||||
Borrowing from credit facility
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Debt issuance costs
|
(4,919
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,919
|
)
|
|||||
Other financing activities
|
(391
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(391
|
)
|
|||||
Advances to/from subsidiaries
|
|
|
|
(145,459
|
)
|
|
|
|
|
145,459
|
|
|
—
|
|
|||||
Net cash (used in) provided by financing activities
|
(8,356
|
)
|
|
(157,896
|
)
|
|
—
|
|
|
145,459
|
|
|
(20,793
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
65,679
|
|
|
(1,550
|
)
|
|
(135
|
)
|
|
(2,661
|
)
|
|
61,333
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
228,512
|
|
|
18,405
|
|
|
859
|
|
|
(4,500
|
)
|
|
243,276
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
294,191
|
|
|
$
|
16,855
|
|
|
$
|
724
|
|
|
$
|
(7,161
|
)
|
|
$
|
304,609
|
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(56,218
|
)
|
|
$
|
219,401
|
|
|
$
|
(158
|
)
|
|
$
|
—
|
|
|
$
|
163,025
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(12,219
|
)
|
|
—
|
|
|
—
|
|
|
(12,219
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
2,624
|
|
|
—
|
|
|
—
|
|
|
2,624
|
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(4,241
|
)
|
|
—
|
|
|
—
|
|
|
(4,241
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
1,142
|
|
|
—
|
|
|
—
|
|
|
1,142
|
|
|||||
Advances to/from subsidiaries
|
203,690
|
|
|
—
|
|
|
11
|
|
|
(203,701
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
203,690
|
|
|
(12,694
|
)
|
|
11
|
|
|
(203,701
|
)
|
|
(12,694
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(819,044
|
)
|
|
(9,177
|
)
|
|
—
|
|
|
—
|
|
|
(828,221
|
)
|
|||||
Proceeds from issuance of new debt
|
642,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
642,150
|
|
|||||
Repayment of borrowing from credit facility
|
(90,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,000
|
)
|
|||||
Borrowing from credit facility
|
90,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,000
|
|
|||||
Debt issuance costs
|
(11,246
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,246
|
)
|
|||||
Other financing activities
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|||||
Advances to/from subsidiaries
|
—
|
|
|
(202,393
|
)
|
|
—
|
|
|
202,393
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(188,362
|
)
|
|
(211,570
|
)
|
|
—
|
|
|
202,393
|
|
|
(197,539
|
)
|
|||||
Decrease in cash and cash equivalents
|
(40,890
|
)
|
|
(4,863
|
)
|
|
(147
|
)
|
|
(1,308
|
)
|
|
(47,208
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
269,402
|
|
|
23,268
|
|
|
1,006
|
|
|
(3,192
|
)
|
|
290,484
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
228,512
|
|
|
$
|
18,405
|
|
|
$
|
859
|
|
|
$
|
(4,500
|
)
|
|
$
|
243,276
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(388,584
|
)
|
|
$
|
307,668
|
|
|
$
|
(133
|
)
|
|
$
|
—
|
|
|
$
|
(81,049
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(15,964
|
)
|
|
—
|
|
|
—
|
|
|
(15,964
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(4,944
|
)
|
|
—
|
|
|
—
|
|
|
(4,944
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
24,245
|
|
|
—
|
|
|
—
|
|
|
24,245
|
|
|||||
Advances to/from subsidiaries
|
302,569
|
|
|
—
|
|
|
25
|
|
|
(302,594
|
)
|
|
—
|
|
|||||
Net cash provided by investing activities
|
302,569
|
|
|
3,337
|
|
|
25
|
|
|
(302,594
|
)
|
|
3,337
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(8,703
|
)
|
|
(9,870
|
)
|
|
—
|
|
|
—
|
|
|
(18,573
|
)
|
|||||
Debt issuance costs
|
(126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|||||
Borrowing from credit facility
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|||||
Repayment of borrowing from credit facility
|
(75,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
|||||
Other financing activities
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|||||
Dividends paid
|
500
|
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances to/from subsidiaries
|
21
|
|
|
(300,897
|
)
|
|
—
|
|
|
300,876
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(8,508
|
)
|
|
(310,767
|
)
|
|
(500
|
)
|
|
300,876
|
|
|
(18,899
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(94,523
|
)
|
|
238
|
|
|
(608
|
)
|
|
(1,718
|
)
|
|
(96,611
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
363,925
|
|
|
23,030
|
|
|
1,614
|
|
|
(1,474
|
)
|
|
387,095
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
269,402
|
|
|
$
|
23,268
|
|
|
$
|
1,006
|
|
|
$
|
(3,192
|
)
|
|
$
|
290,484
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,030
|
|
Home construction and land sales expenses
(a)
|
|
72
|
|
|
668
|
|
|
4,518
|
|
|||
Gross loss
|
|
(72
|
)
|
|
(668
|
)
|
|
(3,488
|
)
|
|||
General and administrative expenses
|
|
169
|
|
|
137
|
|
|
380
|
|
|||
Operating loss
|
|
(241
|
)
|
|
(805
|
)
|
|
(3,868
|
)
|
|||
Equity in income of unconsolidated entities
|
|
31
|
|
|
12
|
|
|
—
|
|
|||
Other (expense) income, net
|
|
(5
|
)
|
|
6
|
|
|
5
|
|
|||
Loss from discontinued operations before income taxes
|
|
(215
|
)
|
|
(787
|
)
|
|
(3,863
|
)
|
|||
Benefit from income taxes
|
|
(75
|
)
|
|
(275
|
)
|
|
(1,358
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
$
|
(140
|
)
|
|
$
|
(512
|
)
|
|
$
|
(2,505
|
)
|
(In thousands, except per share data)
|
|
Quarter Ended
|
||||||||||||||
Fiscal 2017
|
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
Total revenue
|
|
$
|
339,241
|
|
|
$
|
425,468
|
|
|
$
|
478,588
|
|
|
$
|
672,981
|
|
Gross profit
(a)
|
|
53,663
|
|
|
67,398
|
|
|
78,443
|
|
|
113,360
|
|
||||
Operating income
|
|
1,275
|
|
|
7,511
|
|
|
15,569
|
|
|
37,783
|
|
||||
Net income (loss) from continuing operations
(b)
|
|
(1,359
|
)
|
|
(7,495
|
)
|
|
7,114
|
|
|
33,693
|
|
||||
Basic EPS from continuing operations
(c)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.22
|
|
|
$
|
1.05
|
|
Diluted EPS from continuing operations
(c)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.22
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2016
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
|
$
|
344,449
|
|
|
$
|
385,607
|
|
|
$
|
459,937
|
|
|
$
|
632,121
|
|
Gross profit
(a)
|
|
57,582
|
|
|
59,566
|
|
|
77,653
|
|
|
102,406
|
|
||||
Operating income
|
|
9,148
|
|
|
3,030
|
|
|
16,309
|
|
|
30,838
|
|
||||
Net (loss) income from continuing operations
(b)
|
|
1,199
|
|
|
(1,312
|
)
|
|
6,107
|
|
|
(789
|
)
|
||||
Basic EPS from continuing operations
(c)
|
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.03
|
)
|
Diluted EPS from continuing operations
(c)
|
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.03
|
)
|
(a)
|
Gross profit in fiscal
2017
and
2016
includes inventory impairment and abandonments as follows:
|
(In thousands)
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
1st Quarter
|
|
$
|
—
|
|
|
$
|
1,356
|
|
2nd Quarter
|
|
282
|
|
|
1,825
|
|
||
3rd Quarter
|
|
470
|
|
|
11,917
|
|
||
4th Quarter
|
|
1,693
|
|
|
184
|
|
||
|
|
$
|
2,445
|
|
|
$
|
15,282
|
|
(In thousands)
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||
1st Quarter
|
|
$
|
—
|
|
|
$
|
(828
|
)
|
2nd Quarter
|
|
(15,563
|
)
|
|
(1,631
|
)
|
||
3rd Quarter
|
|
—
|
|
|
429
|
|
||
4th Quarter
|
|
2,933
|
|
|
(11,393
|
)
|
||
|
|
$
|
(12,630
|
)
|
|
$
|
(13,423
|
)
|
|
Page Herein
|
|
|
|
|
Exhibit Number
|
|
|
Exhibit Description
|
|
|
|
|
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
4.4
|
—
|
|
Reserved.
|
4.5
|
—
|
|
Reserved.
|
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
4.10
|
—
|
|
Reserved.
|
—
|
|
||
4.12
|
—
|
|
Reserved.
|
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
—
|
|
||
—
|
|
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
||
—
|
|
Date:
|
November 14, 2017
|
Beazer Homes USA, Inc.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Allan P. Merrill
|
|
|
|
Name:
|
Allan P. Merrill
|
|
|
|
|
President and Chief Executive Officer
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Stephen P. Zelnak
|
|
|
|
Name:
|
Stephen P. Zelnak, Jr.
|
|
|
|
|
Director and Non-Executive Chairman of the Board
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Allan P. Merrill
|
|
|
|
Name:
|
Allan P. Merrill
|
|
|
|
|
President, Chief Executive Officer and Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Elizabeth S. Acton
|
|
|
|
Name:
|
Elizabeth S. Acton
|
|
|
|
|
Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Laurent Alpert
|
|
|
|
Name:
|
Laurent Alpert
|
|
|
|
|
Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Brian C. Beazer
|
|
|
|
Name:
|
Brian C. Beazer
|
|
|
|
|
Director and Chairman Emeritus
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Peter G. Leemputte
|
|
|
|
Name:
|
Peter G. Leemputte
|
|
|
|
|
Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Peter M. Orser
|
|
|
|
Name:
|
Peter M. Orser
|
|
|
|
|
Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Norma Provencio
|
|
|
|
Name:
|
Norma Provencio
|
|
|
|
|
Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Danny R. Shepherd
|
|
|
|
Name:
|
Danny R. Shepherd
|
|
|
|
|
Director
|
Date:
|
November 14, 2017
|
By:
|
|
/s/ Robert L. Salomon
|
|
|
|
Name:
|
Robert L. Salomon
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
AWARD OF PERFORMANCE SHARES
|
2.
|
RESTRICTIONS AND RIGHTS
|
3.
|
ADJUSTMENT OF SHARES
|
4.
|
MISCELLANEOUS
|
BEAZER HOMES USA, INC.
|
|
________________________________________
|
Name and Title
|
|
PARTICIPANT
|
|
________________________________________
|
Name
|
|
•
|
Three-year performance period beginning __________, ____ and ending on __________, ____.
|
•
|
Three Financial Metrics (defined terms follow):
|
◦
|
Cumulative Pre-Tax Income;
|
◦
|
Return on Assets (“ROA”) (improvement in the amount of Adjusted EBITDA as a percentage of Total Assets to achieve certain pre-established levels); and
|
◦
|
Improvement in the ratio of Net Debt to Adjusted EBITDA.
|
•
|
Total Shareholder Return (“TSR”) Modifier: After determination of shares earned based on performance on Financial Metrics, the result will be subject to increase or decrease by as much as __% based on relative TSR performance against the S&P Homebuilders Select Industry Index.
|
•
|
Total Shares earned based on Financial Metrics cannot exceed ___% of Target Award, subject to adjustment by application of the TSR Modifier to a maximum ___% of Target Award.
|
|
|
Performance Required for Achievement at:
|
||||
Pre-Tax Income
|
|
Threshold
|
|
Target
|
|
Superior
|
|
|
|
|
|
|
|
Total by Fiscal Year ____ ($)
|
|
$_________
|
|
$________
|
|
$_______
|
|
|
Performance Required for Achievement at:
|
||||
ROA
|
|
Threshold
|
|
Target
|
|
Superior
|
Fiscal Year ____ (%)
|
|
_____%
|
|
_____%
|
|
_____%
|
|
|
|
|
|
|
|
|
|
Performance Required for Achievement at:
|
||||
Ratio of Net Debt/Adjusted EBITDA
|
|
Threshold
|
|
Target
|
|
Superior
|
Fiscal Year ____
|
|
____x
|
|
____x
|
|
____x
|
|
|
|
|
|
|
|
TSR Percentile Rank vs.
S&P Homebuilders Select Industry Index
|
Adjustment to # of Performance Shares
|
At or above 75th Percentile
|
__%
|
70-74th Percentile
|
__%
|
65-69th Percentile
|
__%
|
60-64th Percentile
|
__%
|
40-59th Percentile
|
__%
|
35-39th Percentile
|
__%
|
30-34th Percentile
|
__%
|
25-29th Percentile
Below
|
__%
|
Below 25
th
Percentile
|
__%
|
|
|
Vesting Percentage
|
|
|
||||||
Financial Performance Metrics
|
|
Below Threshold
|
|
Threshold
|
|
Target
|
|
Superior
|
|
Actual Earned
|
A. Pre-Tax Income
|
|
___%
|
|
___%
|
|
___%
|
|
___%
|
|
A
|
B. ROA
|
|
___%
|
|
___%
|
|
___%
|
|
___%
|
|
B
|
C. Net Debt Reduction
|
|
___%
|
|
___%
|
|
___%
|
|
___%
|
|
C
|
|
|
|
|
|
|
|
|
|
|
|
Total Earned % of Target
|
|
|
|
|
|
|
|
|
|
A + B + C
|
|
|
|
|
|
|
|
|
|
|
|
Maximum % of Target Award Earned (Financial Metrics)
|
|
|
|
____%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Relative TSR Modifier
|
|
|
|
___%
|
|
___%
|
|
___%
|
|
__% - __%
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Total % of Target Award Earned (Financial + Relative TSR)
|
|
|
|
____%
|
•
|
Example: achievement of a Threshold level of performance on each of the three Financial Metrics will result in ___% of the Target Award earned per metric or a total of ___% of the Target Award, subject to adjustment based on the TSR Modifier to calculate the Vesting Percentage.
|
•
|
Superior level performance on any one Financial Metric (___%) will earn at least a Target Award subject to the TSR Modifier to calculate the Vesting Percentage.
|
•
|
The maximum number of shares that can be earned based on the results of the three Financial Metrics will be ___% of the Target Award even if Superior performance is achieved on all three Financial Metrics (___% of Target Award). In the event of Superior performance on all three Financial Metrics as well as on the TSR Modifier, the maximum Vesting Percentage will be ___% of the Target Award.
|
•
|
For performance between Threshold and Target or between Target and Superior, straight line interpolation between such levels will be applied.
|
•
|
Beginning and ending date prices for purposes of the TSR Modifier will be based on average closing price for the prior 20 days on the New York Stock Exchange, as applicable.
|
•
|
|
•
|
“Pre-Tax Income” is defined as the Company’s income from continuing operations for the applicable fiscal year, before taxes and excluding impairments and abandonments, bond losses and such other non-recurring items as the Committee may approve.
|
•
|
“Adjusted EBIT” (earnings before interest, debt extinguishment charges and taxes) equals net income (loss) before: (a) previously capitalized interest amortized to home construction and land sales expenses, capitalized interest impaired and interest expense not qualified for capitalization; (b) debt extinguishment charges; and (c) income taxes.
|
•
|
“Adjusted EBITDA” (earnings before interest, taxes, depreciation, amortization, debt extinguishment charges and impairments) is calculated by adding non-cash charges, including depreciation, amortization, inventory impairment and abandonment charges, goodwill impairments and joint venture impairment charges for the period to Adjusted EBIT.
|
•
|
“Total Assets” is defined as the Company’s total assets as shown on the consolidated balance sheet included in the Company’s Form 10-K for the applicable fiscal year.
|
•
|
“Net Debt” is defined as the Company’s total debt as shown on the consolidated balance sheet included in the Company’s Form 10-K for the applicable fiscal year less unrestricted cash.
|
•
|
“Vesting Percentage” shall mean the percentage of Target Award earned on the Financial Metrics and after adjustment by application of the TSR Modifier, subject to a maximum of ___% of Target Award.
|
Name
|
|
Jurisdiction of Incorporation
|
April Corporation
|
|
Colorado
|
Arden Park Ventures, LLC
|
|
Florida
|
Beazer Clarksburg, LLC
|
|
Maryland
|
Beazer General Services, Inc.
|
|
Delaware
|
Beazer Homes Capital Trust I
|
|
Delaware
|
Beazer Homes, LLC
|
|
Tennessee
|
Beazer Homes Holdings, LLC
|
|
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 Realty Corp.
|
|
Georgia
|
Beazer Realty Los Angeles, Inc.
|
|
Delaware
|
Beazer Realty Sacramento, Inc.
|
|
Delaware
|
Beazer Realty Services, LLC
|
|
Delaware
|
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
|
Gatherings, LLC
|
|
Delaware
|
Security Title Insurance Company
|
|
Vermont
|
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 14, 2017
|
|
|
|
|
|
|
/s/ Allan P. Merrill
|
|
|
Allan P. Merrill
|
|
|
President and Chief Executive Officer
|
Date:
|
November 14, 2017
|
|
|
|
|
|
|
/s/ Robert L. Salomon
|
|
|
Robert L. Salomon
|
|
|
Executive Vice President and Chief Financial Officer
|