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 each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
BZH
|
New York Stock Exchange
|
Class
|
|
Outstanding at November 8, 2018
|
Common Stock, $0.001 par value
|
|
30,941,060
|
|
|
|
|
|
|
|
|
•
|
the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions;
|
•
|
economic changes nationally or in local markets, changes in consumer confidence, wage levels, declines in employment levels, inflation or increases in the quantity and decreases in the price of new homes and resale homes on the market;
|
•
|
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;
|
•
|
the availability and cost of land and the risks associated with the future value of our inventory, such as asset impairment charges we took on select California assets during the second quarter of fiscal 2019;
|
•
|
factors affecting margins, such as decreased land values underlying land option agreements, increased land development costs in communities under development or delays or difficulties in implementing initiatives to reduce our production and overhead cost structure;
|
•
|
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;
|
•
|
increases in mortgage interest rates, increased disruption in the availability of mortgage financing, changes in tax laws or otherwise regarding the deductibility of mortgage interest expenses and real estate taxes or an increased number of foreclosures;
|
•
|
our allocation of capital and the cost of and ability to access capital, due to factors such as limitations in the capital markets or adverse credit market conditions, and ability to otherwise meet our ongoing liquidity needs, including the impact of any downgrades of our credit ratings or reduction in our 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;
|
•
|
our ability to continue to execute and complete our capital allocation plans, including our share and debt repurchase programs;
|
•
|
increased competition or delays in reacting to changing consumer preferences in home design;
|
•
|
natural disasters 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;
|
•
|
the potential recoverability of our 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;
|
•
|
the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover potential losses incurred;
|
•
|
the impact of information technology failures, cybersecurity issues 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.
|
Segment/State
|
|
Market(s)
|
West:
|
|
|
Arizona
|
|
Phoenix
|
California
|
|
Los Angeles County, Orange County, Riverside County, Sacramento County, San Bernardino County, San Diego County, Yolo County
|
Nevada
|
|
Las Vegas
|
Texas
|
|
Dallas/Ft. Worth, Houston
|
East:
|
|
|
Indiana
|
|
Indianapolis
|
Maryland/Delaware
|
|
Anne Arundel County, Baltimore County, Howard County, Montgomery County, Sussex County
|
Tennessee
|
|
Nashville
|
Virginia
|
|
Fairfax County, Loudoun County, Prince William County, Stafford County
|
Southeast:
|
|
|
Florida
|
|
Orlando, Tampa/St. Petersburg
|
Georgia
|
|
Atlanta, Savannah
|
North Carolina
|
|
Raleigh/Durham
|
South Carolina
|
|
Charleston, Myrtle Beach
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
($ in thousands)
|
Number of Homes Closed
|
|
Average Closing Price
|
|
Number of Homes Closed
|
|
Average Closing Price
|
|
Number of Homes Closed
|
|
Average Selling Price
|
|||||||||
West
|
2,859
|
|
|
$
|
354.3
|
|
|
2,895
|
|
|
$
|
345.3
|
|
|
2,527
|
|
|
$
|
336.9
|
|
East
|
1,092
|
|
|
463.7
|
|
|
1,221
|
|
|
418.3
|
|
|
1,382
|
|
|
386.1
|
|
|||
Southeast
|
1,549
|
|
|
360.2
|
|
|
1,651
|
|
|
343.5
|
|
|
1,616
|
|
|
316.1
|
|
|||
Total Company
|
5,500
|
|
|
$
|
377.7
|
|
|
5,767
|
|
|
$
|
360.2
|
|
|
5,525
|
|
|
$
|
343.1
|
|
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2017
|
|||||||||||||||
|
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
|
982
|
|
|
$
|
362.5
|
|
|
858
|
|
|
$
|
305.5
|
|
|
879
|
|
|
$
|
306.0
|
|
East
|
341
|
|
|
155.1
|
|
|
281
|
|
|
127.5
|
|
|
413
|
|
|
161.7
|
|
|||
Southeast
|
385
|
|
|
147.5
|
|
|
493
|
|
|
195.0
|
|
|
563
|
|
|
198.1
|
|
|||
Total Company
|
1,708
|
|
|
$
|
665.1
|
|
|
1,632
|
|
|
$
|
628.0
|
|
|
1,855
|
|
|
$
|
665.8
|
|
ASP in backlog (in thousands)
|
|
|
$
|
389.4
|
|
|
|
|
$
|
384.8
|
|
|
|
|
$
|
358.9
|
|
•
|
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, job centers, and other 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
|
182
|
|
|
373
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
798
|
|
|
507
|
|
|
1,305
|
|
California
|
390
|
|
|
983
|
|
|
771
|
|
|
1
|
|
|
379
|
|
|
2,524
|
|
|
21
|
|
|
2,545
|
|
Nevada
|
192
|
|
|
455
|
|
|
409
|
|
|
66
|
|
|
—
|
|
|
1,122
|
|
|
334
|
|
|
1,456
|
|
Texas
|
622
|
|
|
1,033
|
|
|
1,971
|
|
|
—
|
|
|
75
|
|
|
3,701
|
|
|
1,635
|
|
|
5,336
|
|
Total West
|
1,386
|
|
|
2,844
|
|
|
3,394
|
|
|
67
|
|
|
454
|
|
|
8,145
|
|
|
2,497
|
|
|
10,642
|
|
East
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Indiana
|
95
|
|
|
277
|
|
|
391
|
|
|
—
|
|
|
38
|
|
|
801
|
|
|
181
|
|
|
982
|
|
Maryland/Delaware
|
115
|
|
|
61
|
|
|
383
|
|
|
93
|
|
|
1
|
|
|
653
|
|
|
882
|
|
|
1,535
|
|
New Jersey
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
Tennessee
|
182
|
|
|
240
|
|
|
305
|
|
|
—
|
|
|
101
|
|
|
828
|
|
|
177
|
|
|
1,005
|
|
Virginia
|
18
|
|
|
61
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
346
|
|
|
546
|
|
Total East
|
410
|
|
|
639
|
|
|
1,200
|
|
|
210
|
|
|
140
|
|
|
2,599
|
|
|
1,586
|
|
|
4,185
|
|
Southeast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Florida
|
199
|
|
|
343
|
|
|
179
|
|
|
33
|
|
|
1
|
|
|
755
|
|
|
749
|
|
|
1,504
|
|
Georgia
|
195
|
|
|
580
|
|
|
210
|
|
|
—
|
|
|
86
|
|
|
1,071
|
|
|
163
|
|
|
1,234
|
|
North Carolina
|
66
|
|
|
62
|
|
|
40
|
|
|
21
|
|
|
—
|
|
|
189
|
|
|
288
|
|
|
477
|
|
South Carolina
|
141
|
|
|
498
|
|
|
969
|
|
|
68
|
|
|
35
|
|
|
1,711
|
|
|
122
|
|
|
1,833
|
|
Total Southeast
|
601
|
|
|
1,483
|
|
|
1,398
|
|
|
122
|
|
|
122
|
|
|
3,726
|
|
|
1,322
|
|
|
5,048
|
|
Total
|
2,397
|
|
|
4,966
|
|
|
5,992
|
|
|
399
|
|
|
716
|
|
|
14,470
|
|
|
5,405
|
|
|
19,875
|
|
(In thousands)
|
Land Under Development
|
|
Land Held for Future Development
|
|
Land Held for Sale
|
||||||
West
|
$
|
413,848
|
|
|
$
|
3,483
|
|
|
$
|
5,160
|
|
East
|
136,399
|
|
|
14,077
|
|
|
4,104
|
|
|||
Southeast
|
187,954
|
|
|
10,971
|
|
|
3,398
|
|
|||
Total
|
$
|
738,201
|
|
|
$
|
28,531
|
|
|
$
|
12,662
|
|
•
|
To treat all employees with dignity and respect. Employee diversity and inclusion are embraced and opportunities for training, growth, and advancement are strongly encouraged.
|
•
|
To uphold ethical standards and comply with applicable laws and our internal guidelines, including a Code of Conduct applicable to all employees and an actively-managed ethics hotline.
|
•
|
To promote the idea that the quality of our products and employee well-being are predicated on a safe and healthy work environment. Our Safety First culture focuses on the safety of our people at every level of the organization.
|
•
|
causing us to be unable to satisfy our obligations under our debt agreements;
|
•
|
causing us to pay higher interest rates upon refinancing indebtedness if interest rates rise;
|
•
|
making us more vulnerable to adverse general economic and industry conditions;
|
•
|
making it difficult to fund future working capital, land purchases, acquisitions, capital expenditures, 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 higher interest rates and availability of home mortgage loans, 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;
|
•
|
inventory impairments or other material write-downs;
|
•
|
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, 2019
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
11.60
|
|
|
$
|
13.58
|
|
|
$
|
14.37
|
|
|
$
|
15.00
|
|
Low
|
|
$
|
8.16
|
|
|
$
|
9.23
|
|
|
$
|
8.89
|
|
|
$
|
9.61
|
|
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
23.24
|
|
|
$
|
20.94
|
|
|
$
|
17.46
|
|
|
$
|
16.08
|
|
Low
|
|
$
|
18.66
|
|
|
$
|
15.02
|
|
|
$
|
14.05
|
|
|
$
|
10.46
|
|
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
|
|
523,754
|
|
$14.34
|
|
1,195,793
|
|
|
Fiscal Year Ended September 30,
|
|||||||||
|
|
2015
|
2016
|
2017
|
2018
|
2019
|
|||||
u
|
Beazer Homes USA, Inc.
|
79.44
|
|
69.49
|
|
111.68
|
|
62.57
|
|
88.79
|
|
g
|
S&P 500 Index
|
99.39
|
|
114.72
|
|
136.07
|
|
160.44
|
|
167.27
|
|
p
|
S&P 500 Homebuilding Index
|
126.68
|
|
125.79
|
|
165.62
|
|
160.08
|
|
207.18
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
($ in millions, except per share amounts and unit data)
|
||||||||||||||||||
Statements of Operations Data: (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
2,088
|
|
|
$
|
2,107
|
|
|
$
|
1,916
|
|
|
$
|
1,822
|
|
|
$
|
1,627
|
|
Gross profit
|
166
|
|
|
345
|
|
|
313
|
|
|
297
|
|
|
272
|
|
|||||
Gross margin (b)
|
8.0
|
%
|
|
16.4
|
%
|
|
16.3
|
%
|
|
16.3
|
%
|
|
16.7
|
%
|
|||||
Operating (loss) income
|
$
|
(90
|
)
|
|
$
|
82
|
|
|
$
|
62
|
|
|
$
|
59
|
|
|
$
|
52
|
|
(Loss) income from continuing operations
|
(79
|
)
|
|
(45
|
)
|
|
32
|
|
|
5
|
|
|
347
|
|
|||||
(Loss) income per share from continuing operations - basic
|
(2.59
|
)
|
|
(1.40
|
)
|
|
1.00
|
|
|
0.16
|
|
|
12.54
|
|
|||||
(Loss) income per share from continuing operations - diluted
|
(2.59
|
)
|
|
(1.40
|
)
|
|
0.99
|
|
|
0.16
|
|
|
10.91
|
|
|||||
Net (loss) income (c)
|
$
|
(79.5
|
)
|
|
$
|
(45.4
|
)
|
|
$
|
31.8
|
|
|
$
|
4.7
|
|
|
$
|
344.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data (end of year): (d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and restricted cash
|
$
|
123
|
|
|
$
|
153
|
|
|
$
|
305
|
|
|
$
|
243
|
|
|
$
|
290
|
|
Inventory
|
1,504
|
|
|
1,692
|
|
|
1,543
|
|
|
1,569
|
|
|
1,698
|
|
|||||
Total assets
|
1,958
|
|
|
2,128
|
|
|
2,221
|
|
|
2,213
|
|
|
2,409
|
|
|||||
Total debt
|
1,178
|
|
|
1,231
|
|
|
1,327
|
|
|
1,332
|
|
|
1,516
|
|
|||||
Stockholders' equity
|
539
|
|
|
644
|
|
|
682
|
|
|
643
|
|
|
630
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Financial Data: (d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
114
|
|
|
$
|
55
|
|
|
$
|
105
|
|
|
$
|
171
|
|
|
$
|
(81
|
)
|
Investing activities
|
(25
|
)
|
|
(74
|
)
|
|
(14
|
)
|
|
(13
|
)
|
|
3
|
|
|||||
Financing activities
|
(119
|
)
|
|
(132
|
)
|
|
(30
|
)
|
|
(206
|
)
|
|
(19
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Statistics: (d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total debt as a percentage of total debt and stockholders' equity (end of year)
|
68.6
|
%
|
|
65.7
|
%
|
|
66.0
|
%
|
|
67.4
|
%
|
|
70.6
|
%
|
|||||
Net debt as a percentage of net debt and stockholders' equity (end of year) (e)
|
66.5
|
%
|
|
62.9
|
%
|
|
60.3
|
%
|
|
63.2
|
%
|
|
66.3
|
%
|
|||||
Adjusted EBITDA from total operations (f)
|
$
|
180.2
|
|
|
$
|
204.7
|
|
|
$
|
178.8
|
|
|
$
|
156.3
|
|
|
$
|
144.1
|
|
Adjusted EBITDA margin from total operations (g)
|
8.6
|
%
|
|
9.7
|
%
|
|
9.3
|
%
|
|
8.6
|
%
|
|
8.9
|
%
|
|||||
Operating Statistics from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
New orders, net
|
5,576
|
|
|
5,544
|
|
|
5,464
|
|
|
5,297
|
|
|
5,358
|
|
|||||
Closings
|
5,500
|
|
|
5,767
|
|
|
5,525
|
|
|
5,419
|
|
|
5,010
|
|
|||||
Average selling price on closings (in thousands)
|
$
|
377.7
|
|
|
$
|
360.2
|
|
|
$
|
343.1
|
|
|
$
|
329.4
|
|
|
$
|
313.5
|
|
Units in backlog (end of year)
|
1,708
|
|
|
1,632
|
|
|
1,855
|
|
|
1,916
|
|
|
2,038
|
|
|||||
Average selling price in backlog (end of year; in thousands)
|
$
|
389.4
|
|
|
$
|
384.8
|
|
|
$
|
358.9
|
|
|
$
|
340.6
|
|
|
$
|
327.6
|
|
|
Fiscal Year Ended September 30,
|
||||||||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net (loss) income
|
$
|
(79,520
|
)
|
|
$
|
(45,375
|
)
|
|
$
|
31,813
|
|
|
$
|
4,693
|
|
|
$
|
344,094
|
|
(Benefit) expense from income taxes
|
(37,245
|
)
|
|
94,373
|
|
|
2,621
|
|
|
16,224
|
|
|
(325,927
|
)
|
|||||
Interest amortized to home construction and land sales expenses and capitalized interest impaired
|
108,941
|
|
|
93,113
|
|
|
88,820
|
|
|
79,322
|
|
|
56,164
|
|
|||||
Interest expense not qualified for capitalization
|
3,109
|
|
|
5,325
|
|
|
15,636
|
|
|
25,388
|
|
|
29,822
|
|
|||||
EBIT
|
(4,715
|
)
|
|
147,436
|
|
|
138,890
|
|
|
125,627
|
|
|
104,153
|
|
|||||
Depreciation and amortization and stock-based compensation amortization
|
25,285
|
|
|
24,065
|
|
|
22,173
|
|
|
21,752
|
|
|
19,473
|
|
|||||
EBITDA
|
20,570
|
|
|
171,501
|
|
|
161,063
|
|
|
147,379
|
|
|
123,626
|
|
|||||
Loss on extinguishment of debt
|
24,920
|
|
|
27,839
|
|
|
12,630
|
|
|
13,423
|
|
|
80
|
|
|||||
Inventory impairments and abandonments (a)
|
134,711
|
|
|
4,988
|
|
|
2,389
|
|
|
14,572
|
|
|
3,109
|
|
|||||
Joint venture impairment and abandonment charges
|
—
|
|
|
341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unexpected warranty costs related to Florida stucco issues (net of expected insurance recoveries)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,612
|
)
|
|
13,582
|
|
|||||
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
|
$
|
180,201
|
|
|
$
|
204,669
|
|
|
$
|
178,782
|
|
|
$
|
156,262
|
|
|
$
|
144,057
|
|
•
|
Income tax benefit from continuing operations was $37.2 million for fiscal 2019 and income tax expense was $94.5 million for fiscal 2018. The income tax benefit in fiscal 2019 was impacted by our loss from operations and the generation of an additional $14.9 million of energy efficient homebuilding federal tax credits. Refer to Note 13 of the notes to the consolidated financial statements for additional discussion of these matters.
|
•
|
We recognized $24.9 million in loss on extinguishment of debt in fiscal 2019, a decrease of $2.9 million compared to the prior fiscal year.
|
•
|
We recorded $148.6 million in inventory impairment and abandonment charges in fiscal 2019, as compared to $6.5 million charges recorded in the prior year.
|
•
|
Sales per community per month was 2.8 and 3.0 for the fiscal years ended September 30, 2019 and 2018, respectively. The decrease in sales pace in fiscal 2019 resulted from difficult selling conditions in the first half of the fiscal year. In response, we took actions to increase sales paces, including increasing pricing incentives. These efforts, together with improving conditions in the second half of the year resulted in much better sales pace in our third and fourth quarters We are focused on maintaining a competitive sales pace in the range of 2.8 to 3.2 going forward.
|
•
|
During the year ended September 30, 2019, we had an average active community count of 166, up 6.3% from the prior year. We ended the year with an active community count of 166. We continue to evaluate strategic opportunities to purchase land within our geographic footprint, balancing our desire to reduce leverage with land acquisition strategies that maximize the efficiency of capital employed.
|
•
|
Our ASP for homes closed during the fiscal year ended September 30, 2019 was $377.7 thousand, up 4.9% compared to the prior year. The year-over-year increase in 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 2019 with an ASP of $389.4 thousand for our units in backlog, indicating that ASP growth may continue in the near term.
|
•
|
Homebuilding gross margin excluding impairments and abandonments and interest for the fiscal year ended September 30, 2019 was 19.7%, down from 21.2% in the prior year. We experienced a softening of demand for new homes in early fiscal 2019 in many of our markets. We responded by offering price reductions and sales incentives in order to stimulate sales demand which has resulted in lower gross margins than the comparable prior year period. In addition, we also experienced some cost pressures related to labor and materials and a slight shift in geographic mix. We continue to take action to mitigate these pressures through our efforts to reduce construction costs, improve cycle time, and reduce incentives where feasible.
|
•
|
SG&A for the fiscal year ended September 30, 2019 was 11.6% of total revenue compared with 11.8% a year earlier. The decrease in SG&A as a percentage of total revenue was due to our continued focus on improving overhead cost management in relation to our revenue growth.
|
•
|
Capital efficiency, debt reduction, and share repurchases. We continue to employ a number of strategies to improve capital efficiency, including the use of option contracts, acquisition of shorter duration land parcels, and activation of previously land held for future development communities. In addition, during the first quarter of fiscal 2019, our Board of Directors approved a share repurchase program that authorizes us to repurchase up to $50.0 million of our outstanding common stock. As part of this program, we repurchased a total of $34.6 million of our common stock during the first three quarters of 2019 through accelerated share repurchases (ASR), a 10b5-1 plan, and open market transactions. During fiscal 2019, we also refinanced our unsecured Senior Notes due 2022 and repurchased $51.3 million of our Senior Notes, which generated approximately $15.0 million in annual interest savings (see Note 8 of the notes to our consolidated financial statements in this Form 10-K for discussion of debt activity). We expect to reduce outstanding debt during fiscal 2020 by more than we did in fiscal 2019, with a goal of having less than $1.0 billion of outstanding debt over time.
|
|
Fiscal Year Ended September 30,
|
||||||||||
$ in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
2,077,245
|
|
|
$
|
2,077,360
|
|
|
$
|
1,895,855
|
|
Land sales and other
|
10,494
|
|
|
29,773
|
|
|
20,423
|
|
|||
Total
|
$
|
2,087,739
|
|
|
$
|
2,107,133
|
|
|
$
|
1,916,278
|
|
Gross profit (loss):
|
|
|
|
|
|
||||||
Homebuilding
|
$
|
206,034
|
|
|
$
|
348,275
|
|
|
$
|
312,201
|
|
Land sales and other
|
(39,998
|
)
|
|
(3,260
|
)
|
|
663
|
|
|||
Total
|
$
|
166,036
|
|
|
$
|
345,015
|
|
|
$
|
312,864
|
|
Gross margin:
|
|
|
|
|
|
||||||
Homebuilding (a)
|
9.9
|
%
|
|
16.8
|
%
|
|
16.5
|
%
|
|||
Land sales and other (b)
|
(381.2
|
)%
|
|
(10.9
|
)%
|
|
3.2
|
%
|
|||
Total
|
8.0
|
%
|
|
16.4
|
%
|
|
16.3
|
%
|
|||
Commissions
|
$
|
79,802
|
|
|
$
|
81,002
|
|
|
$
|
74,811
|
|
G&A (c)
|
$
|
161,371
|
|
|
$
|
168,658
|
|
|
$
|
161,906
|
|
SG&A (commissions plus G&A) as a percentage of total revenue
|
11.6
|
%
|
|
11.8
|
%
|
|
12.4
|
%
|
|||
G&A as a percentage of total revenue
|
7.7
|
%
|
|
8.0
|
%
|
|
8.4
|
%
|
|||
Depreciation and amortization
|
$
|
14,759
|
|
|
$
|
13,807
|
|
|
$
|
14,009
|
|
Operating (loss) income
|
$
|
(89,896
|
)
|
|
$
|
81,548
|
|
|
$
|
62,138
|
|
Operating (loss) income as a percentage of total revenue
|
(4.3
|
)%
|
|
3.9
|
%
|
|
3.2
|
%
|
|||
Effective tax rate (d)
|
31.9
|
%
|
|
191.1
|
%
|
|
7.8
|
%
|
|||
Equity in income of unconsolidated entities
|
$
|
404
|
|
|
$
|
34
|
|
|
$
|
371
|
|
Loss on extinguishment of debt
|
$
|
24,920
|
|
|
$
|
27,839
|
|
|
$
|
12,630
|
|
|
New Orders, net
|
|
Cancellation Rates
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
|
2019
|
|
2018
|
|
2017
|
||||||||
West
|
2,983
|
|
|
2,874
|
|
|
2,578
|
|
|
3.8
|
%
|
|
11.5
|
%
|
|
16.7
|
%
|
|
18.4
|
%
|
|
18.1
|
%
|
East
|
1,152
|
|
|
1,089
|
|
|
1,351
|
|
|
5.8
|
%
|
|
(19.4
|
)%
|
|
16.0
|
%
|
|
20.9
|
%
|
|
18.1
|
%
|
Southeast
|
1,441
|
|
|
1,581
|
|
|
1,535
|
|
|
(8.9
|
)%
|
|
3.0
|
%
|
|
15.2
|
%
|
|
16.2
|
%
|
|
19.4
|
%
|
Total
|
5,576
|
|
|
5,544
|
|
|
5,464
|
|
|
0.6
|
%
|
|
1.5
|
%
|
|
16.1
|
%
|
|
18.3
|
%
|
|
18.5
|
%
|
|
As of September 30,
|
|
|
|
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
||||||||
Backlog Units:
|
|
|
|
|
|
|
|
|
|
||||||||
West
|
982
|
|
|
858
|
|
|
879
|
|
|
14.5
|
%
|
|
(2.4
|
)%
|
|||
East
|
341
|
|
|
281
|
|
|
413
|
|
|
21.4
|
%
|
|
(32.0
|
)%
|
|||
Southeast
|
385
|
|
|
493
|
|
|
563
|
|
|
(21.9
|
)%
|
|
(12.4
|
)%
|
|||
Total
|
1,708
|
|
|
1,632
|
|
|
1,855
|
|
|
4.7
|
%
|
|
(12.0
|
)%
|
|||
Aggregate dollar value of homes in backlog (in millions)
|
$
|
665.1
|
|
|
$
|
628.0
|
|
|
$
|
665.8
|
|
|
5.9
|
%
|
|
(5.7
|
)%
|
ASP in backlog (in thousands)
|
$
|
389.4
|
|
|
$
|
384.8
|
|
|
$
|
358.9
|
|
|
1.2
|
%
|
|
7.2
|
%
|
|
Homebuilding Revenue
|
|
Average Selling Price
|
||||||||||||||||||||||||||||||||
$ in thousands
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
||||||||||||||||
West
|
$
|
1,012,977
|
|
|
$
|
999,599
|
|
|
$
|
851,472
|
|
|
1.3
|
%
|
|
17.4
|
%
|
|
$
|
354.3
|
|
|
$
|
345.3
|
|
|
$
|
336.9
|
|
|
2.6
|
%
|
|
2.5
|
%
|
East
|
506,389
|
|
|
510,710
|
|
|
533,585
|
|
|
(0.8
|
)%
|
|
(4.3
|
)%
|
|
463.7
|
|
|
418.3
|
|
|
386.1
|
|
|
10.9
|
%
|
|
8.3
|
%
|
||||||
Southeast
|
557,879
|
|
|
567,051
|
|
|
510,798
|
|
|
(1.6
|
)%
|
|
11.0
|
%
|
|
360.2
|
|
|
343.5
|
|
|
316.1
|
|
|
4.9
|
%
|
|
8.7
|
%
|
||||||
Total
|
$
|
2,077,245
|
|
|
$
|
2,077,360
|
|
|
$
|
1,895,855
|
|
|
—
|
%
|
|
9.6
|
%
|
|
$
|
377.7
|
|
|
$
|
360.2
|
|
|
$
|
343.1
|
|
|
4.9
|
%
|
|
5.0
|
%
|
|
Closings
|
|||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
|||||
West
|
2,859
|
|
|
2,895
|
|
|
2,527
|
|
|
(1.2
|
)%
|
|
14.6
|
%
|
East
|
1,092
|
|
|
1,221
|
|
|
1,382
|
|
|
(10.6
|
)%
|
|
(11.6
|
)%
|
Southeast
|
1,549
|
|
|
1,651
|
|
|
1,616
|
|
|
(6.2
|
)%
|
|
2.2
|
%
|
Total
|
5,500
|
|
|
5,767
|
|
|
5,525
|
|
|
(4.6
|
)%
|
|
4.4
|
%
|
$ in thousands
|
Fiscal Year Ended September 30, 2019
|
|||||||||||||||||||||||||||
|
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
|
$
|
119,624
|
|
|
11.8
|
%
|
|
$
|
92,912
|
|
|
$
|
212,536
|
|
|
21.0
|
%
|
|
$
|
—
|
|
|
$
|
212,536
|
|
|
21.0
|
%
|
East
|
96,008
|
|
|
19.0
|
%
|
|
—
|
|
|
96,008
|
|
|
19.0
|
%
|
|
—
|
|
|
96,008
|
|
|
19.0
|
%
|
|||||
Southeast
|
95,603
|
|
|
17.1
|
%
|
|
858
|
|
|
96,461
|
|
|
17.3
|
%
|
|
—
|
|
|
96,461
|
|
|
17.3
|
%
|
|||||
Corporate & unallocated
|
(105,201
|
)
|
|
|
|
16,259
|
|
|
(88,942
|
)
|
|
|
|
93,875
|
|
|
4,933
|
|
|
|
||||||||
Total homebuilding
|
$
|
206,034
|
|
|
9.9
|
%
|
|
$
|
110,029
|
|
|
$
|
316,063
|
|
|
15.2
|
%
|
|
$
|
93,875
|
|
|
$
|
409,938
|
|
|
19.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ in thousands
|
Fiscal Year Ended September 30, 2018
|
|||||||||||||||||||||||||||
|
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
|
$
|
228,637
|
|
|
22.9
|
%
|
|
$
|
—
|
|
|
$
|
228,637
|
|
|
22.9
|
%
|
|
$
|
—
|
|
|
$
|
228,637
|
|
|
22.9
|
%
|
East
|
102,346
|
|
|
20.0
|
%
|
|
—
|
|
|
102,346
|
|
|
20.0
|
%
|
|
—
|
|
|
102,346
|
|
|
20.0
|
%
|
|||||
Southeast
|
104,051
|
|
|
18.3
|
%
|
|
793
|
|
|
104,844
|
|
|
18.5
|
%
|
|
—
|
|
|
104,844
|
|
|
18.5
|
%
|
|||||
Corporate & unallocated
|
(86,759
|
)
|
|
|
|
212
|
|
|
(86,547
|
)
|
|
|
|
91,132
|
|
|
4,585
|
|
|
|
||||||||
Total homebuilding
|
$
|
348,275
|
|
|
16.8
|
%
|
|
$
|
1,005
|
|
|
$
|
349,280
|
|
|
16.8
|
%
|
|
$
|
91,132
|
|
|
$
|
440,412
|
|
|
21.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ 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 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
|
Land Sales and Other Revenues
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
||||||||
West
|
$
|
1,725
|
|
|
$
|
15,204
|
|
|
$
|
1,758
|
|
|
(88.7
|
)%
|
|
764.8
|
%
|
East
|
8,572
|
|
|
13,853
|
|
|
17,837
|
|
|
(38.1
|
)%
|
|
(22.3
|
)%
|
|||
Southeast
|
197
|
|
|
716
|
|
|
828
|
|
|
(72.5
|
)%
|
|
(13.5
|
)%
|
|||
Total
|
$
|
10,494
|
|
|
$
|
29,773
|
|
|
$
|
20,423
|
|
|
(64.8
|
)%
|
|
45.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
$ in thousands
|
Land Sales and Other Gross Profit (Loss)
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
||||||||
West
|
$
|
(37,854
|
)
|
|
$
|
1,708
|
|
|
$
|
732
|
|
|
(2,316.3
|
)%
|
|
133.3
|
%
|
East
|
208
|
|
|
321
|
|
|
(119
|
)
|
|
(35.2
|
)%
|
|
369.7
|
%
|
|||
Southeast
|
(65
|
)
|
|
(3,153
|
)
|
|
50
|
|
|
97.9
|
%
|
|
(6,406.0
|
)%
|
|||
Corporate and unallocated (a)
|
(2,287
|
)
|
|
(2,136
|
)
|
|
—
|
|
|
(7.1
|
)%
|
|
n/m
|
|
|||
Total
|
$
|
(39,998
|
)
|
|
$
|
(3,260
|
)
|
|
$
|
663
|
|
|
(1,126.9
|
)%
|
|
(591.7
|
)%
|
|
Fiscal Year Ended September 30,
|
|
|
|
|
||||||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
|
19 v 18
|
|
18 v 17
|
||||||||||
West
|
$
|
(5,492
|
)
|
|
$
|
142,310
|
|
|
$
|
110,600
|
|
|
$
|
(147,802
|
)
|
|
$
|
31,710
|
|
East (a)
|
51,576
|
|
|
57,372
|
|
|
58,191
|
|
|
(5,796
|
)
|
|
(819
|
)
|
|||||
Southeast
|
40,165
|
|
|
45,950
|
|
|
53,905
|
|
|
(5,785
|
)
|
|
(7,955
|
)
|
|||||
Corporate and Unallocated (b)
|
(176,145
|
)
|
|
(164,084
|
)
|
|
(160,558
|
)
|
|
(12,061
|
)
|
|
(3,526
|
)
|
|||||
Operating (loss) income (c)
|
$
|
(89,896
|
)
|
|
$
|
81,548
|
|
|
$
|
62,138
|
|
|
$
|
(171,444
|
)
|
|
$
|
19,410
|
|
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash provided by operating activities
|
$
|
113,635
|
|
|
$
|
54,838
|
|
|
$
|
104,862
|
|
Cash used in investing activities
|
(25,125
|
)
|
|
(74,148
|
)
|
|
(13,783
|
)
|
|||
Cash used in financing activities
|
(118,964
|
)
|
|
(132,051
|
)
|
|
(29,746
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(30,454
|
)
|
|
$
|
(151,361
|
)
|
|
$
|
61,333
|
|
•
|
$106.7 million in cash and cash equivalents;
|
•
|
$250.0 million of remaining capacity under the Facility; and
|
•
|
$16.1 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)
|
$
|
1,225,482
|
|
|
$
|
51,154
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
|
$
|
1,074,328
|
|
Interest commitments under senior notes, term loan, junior subordinated notes, and other secured notes payable (b)
|
585,417
|
|
|
75,882
|
|
|
144,446
|
|
|
137,539
|
|
|
227,550
|
|
|||||
Obligations related to lots under option
|
389,705
|
|
|
209,208
|
|
|
151,454
|
|
|
28,308
|
|
|
735
|
|
|||||
Operating leases
|
20,152
|
|
|
4,749
|
|
|
8,181
|
|
|
4,671
|
|
|
2,551
|
|
|||||
Uncertain tax positions (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2,220,756
|
|
|
$
|
340,993
|
|
|
$
|
404,081
|
|
|
$
|
170,518
|
|
|
$
|
1,305,164
|
|
•
|
Identify the contract(s) with a customer
|
•
|
Identify the performance obligations
|
•
|
Determine the transaction price
|
•
|
Allocate the transaction price
|
•
|
Recognize revenue when the performance obligations are met
|
in thousands (except share and per share data)
|
September 30,
2019 |
|
September 30,
2018 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
106,741
|
|
|
$
|
139,805
|
|
Restricted cash
|
16,053
|
|
|
13,443
|
|
||
Accounts receivable (net of allowance of $304 and $378, respectively)
|
26,395
|
|
|
24,647
|
|
||
Income tax receivable
|
4,935
|
|
|
—
|
|
||
Owned inventory
|
1,504,248
|
|
|
1,692,284
|
|
||
Investments in unconsolidated entities
|
3,962
|
|
|
4,035
|
|
||
Deferred tax assets, net
|
246,957
|
|
|
213,955
|
|
||
Property and equipment, net
|
27,421
|
|
|
20,843
|
|
||
Goodwill
|
11,376
|
|
|
9,751
|
|
||
Other assets
|
9,556
|
|
|
9,339
|
|
||
Total assets
|
$
|
1,957,644
|
|
|
$
|
2,128,102
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Trade accounts payable
|
$
|
131,152
|
|
|
$
|
126,432
|
|
Other liabilities
|
109,429
|
|
|
126,389
|
|
||
Total debt (net of premium of $0 and $2,640, respectively, and debt issuance costs of $12,470 and $14,336, respectively)
|
1,178,309
|
|
|
1,231,254
|
|
||
Total liabilities
|
1,418,890
|
|
|
1,484,075
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (par value $0.01 per share, 5,000,000 shares authorized, no shares issued)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.001 per share, 63,000,000 shares authorized, 30,933,110 issued and outstanding and 33,522,046 issued and outstanding, respectively)
|
31
|
|
|
34
|
|
||
Paid-in capital
|
854,275
|
|
|
880,025
|
|
||
Accumulated deficit
|
(315,552
|
)
|
|
(236,032
|
)
|
||
Total stockholders’ equity
|
538,754
|
|
|
644,027
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,957,644
|
|
|
$
|
2,128,102
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands (except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Total revenue
|
$
|
2,087,739
|
|
|
$
|
2,107,133
|
|
|
$
|
1,916,278
|
|
Home construction and land sales expenses
|
1,773,085
|
|
|
1,755,619
|
|
|
1,600,969
|
|
|||
Inventory impairments and abandonments
|
148,618
|
|
|
6,499
|
|
|
2,445
|
|
|||
Gross profit
|
166,036
|
|
|
345,015
|
|
|
312,864
|
|
|||
Commissions
|
79,802
|
|
|
81,002
|
|
|
74,811
|
|
|||
General and administrative expenses
|
161,371
|
|
|
168,658
|
|
|
161,906
|
|
|||
Depreciation and amortization
|
14,759
|
|
|
13,807
|
|
|
14,009
|
|
|||
Operating (loss) income
|
(89,896
|
)
|
|
81,548
|
|
|
62,138
|
|
|||
Equity in income of unconsolidated entities
|
404
|
|
|
34
|
|
|
371
|
|
|||
Loss on extinguishment of debt, net
|
(24,920
|
)
|
|
(27,839
|
)
|
|
(12,630
|
)
|
|||
Other expense, net
|
(2,226
|
)
|
|
(4,305
|
)
|
|
(15,230
|
)
|
|||
(Loss) income from continuing operations before income taxes
|
(116,638
|
)
|
|
49,438
|
|
|
34,649
|
|
|||
(Benefit) expense from income taxes
|
(37,217
|
)
|
|
94,484
|
|
|
2,696
|
|
|||
(Loss) income from continuing operations
|
(79,421
|
)
|
|
(45,046
|
)
|
|
31,953
|
|
|||
Loss from discontinued operations, net of tax
|
(99
|
)
|
|
(329
|
)
|
|
(140
|
)
|
|||
Net (loss) income
|
$
|
(79,520
|
)
|
|
$
|
(45,375
|
)
|
|
$
|
31,813
|
|
Weighted-average number of shares:
|
|
|
|
|
|
||||||
Basic
|
30,617
|
|
|
32,141
|
|
|
31,952
|
|
|||
Diluted
|
30,617
|
|
|
32,141
|
|
|
32,426
|
|
|||
Basic (loss) income per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(2.59
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
1.00
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Total
|
$
|
(2.60
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
1.00
|
|
Diluted (loss) income per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(2.59
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.99
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Total
|
$
|
(2.60
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
0.99
|
|
|
Common Stock
|
|
Paid in Capital
|
|
Accumulated Deficit
|
|
|
|||||||||||
in thousands
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
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 for tax liability
|
(32
|
)
|
|
—
|
|
|
(415
|
)
|
|
—
|
|
|
(415
|
)
|
||||
Balance as of September 30, 2017
|
33,516
|
|
|
$
|
34
|
|
|
$
|
873,063
|
|
|
$
|
(190,657
|
)
|
|
$
|
682,440
|
|
Net loss and comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,375
|
)
|
|
(45,375
|
)
|
||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
10,258
|
|
|
—
|
|
|
10,258
|
|
||||
Exercises of stock options
|
8
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
||||
Shares issued under employee stock plans, net
|
443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted stock
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common stock redeemed for tax liability
|
(229
|
)
|
|
—
|
|
|
(3,378
|
)
|
|
—
|
|
|
(3,378
|
)
|
||||
Other activity
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Balance as of September 30, 2018
|
33,522
|
|
|
$
|
34
|
|
|
$
|
880,025
|
|
|
$
|
(236,032
|
)
|
|
$
|
644,027
|
|
Net loss and comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,520
|
)
|
|
(79,520
|
)
|
||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
10,526
|
|
|
—
|
|
|
10,526
|
|
||||
Exercises of stock options
|
32
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
||||
Shares issued under employee stock plans, net
|
917
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted stock
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common stock redeemed for tax liability
|
(185
|
)
|
|
—
|
|
|
(1,969
|
)
|
|
—
|
|
|
(1,969
|
)
|
||||
Share repurchases
|
(3,285
|
)
|
|
(3
|
)
|
|
(34,621
|
)
|
|
—
|
|
|
(34,624
|
)
|
||||
Balance as of September 30, 2019
|
30,933
|
|
|
$
|
31
|
|
|
$
|
854,275
|
|
|
$
|
(315,552
|
)
|
|
$
|
538,754
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(79,520
|
)
|
|
$
|
(45,375
|
)
|
|
$
|
31,813
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
14,759
|
|
|
13,807
|
|
|
14,009
|
|
|||
Stock-based compensation expense
|
10,526
|
|
|
10,258
|
|
|
8,159
|
|
|||
Inventory impairments and abandonments
|
148,618
|
|
|
6,949
|
|
|
2,445
|
|
|||
Deferred and other income tax (benefit) expense
|
(37,245
|
)
|
|
93,935
|
|
|
678
|
|
|||
Write-off of deposit on legacy land investment
|
—
|
|
|
—
|
|
|
2,700
|
|
|||
Gain on sale of fixed assets
|
(232
|
)
|
|
(351
|
)
|
|
(294
|
)
|
|||
Change in allowance for doubtful accounts
|
(74
|
)
|
|
48
|
|
|
(24
|
)
|
|||
Equity in income of unconsolidated entities
|
(403
|
)
|
|
(127
|
)
|
|
(401
|
)
|
|||
Cash distributions of income from unconsolidated entities
|
408
|
|
|
331
|
|
|
171
|
|
|||
Loss on extinguishment of debt, net
|
24,920
|
|
|
27,839
|
|
|
12,630
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(1,674
|
)
|
|
11,875
|
|
|
16,927
|
|
|||
Decrease in income tax receivable
|
—
|
|
|
88
|
|
|
204
|
|
|||
Decrease (increase) in inventory
|
42,927
|
|
|
(95,809
|
)
|
|
41,911
|
|
|||
Decrease (increase) in other assets
|
323
|
|
|
(1,300
|
)
|
|
(168
|
)
|
|||
Increase (decrease) in trade accounts payable
|
4,720
|
|
|
17,492
|
|
|
(690
|
)
|
|||
(Decrease) increase in other liabilities
|
(14,418
|
)
|
|
15,178
|
|
|
(25,208
|
)
|
|||
Net cash provided by operating activities
|
113,635
|
|
|
54,838
|
|
|
104,862
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(21,356
|
)
|
|
(17,020
|
)
|
|
(12,440
|
)
|
|||
Proceeds from sale of fixed assets
|
251
|
|
|
370
|
|
|
297
|
|
|||
Acquisition, net of cash acquired
|
(4,088
|
)
|
|
(57,253
|
)
|
|
—
|
|
|||
Investments in unconsolidated entities
|
—
|
|
|
(421
|
)
|
|
(3,261
|
)
|
|||
Return of capital from unconsolidated entities and marketable securities
|
68
|
|
|
176
|
|
|
1,621
|
|
|||
Net cash used in investing activities
|
(25,125
|
)
|
|
(74,148
|
)
|
|
(13,783
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repayment of debt
|
(576,548
|
)
|
|
(522,465
|
)
|
|
(274,436
|
)
|
|||
Proceeds from issuance of new debt
|
500,000
|
|
|
400,000
|
|
|
250,000
|
|
|||
Repayment of borrowings from credit facility
|
(425,000
|
)
|
|
(225,000
|
)
|
|
(25,000
|
)
|
|||
Borrowings from credit facility
|
425,000
|
|
|
225,000
|
|
|
25,000
|
|
|||
Debt issuance costs
|
(6,137
|
)
|
|
(6,272
|
)
|
|
(4,919
|
)
|
|||
Repurchase of common stock
|
(34,624
|
)
|
|
—
|
|
|
—
|
|
|||
Tax payments for stock-based compensation awards
|
(1,969
|
)
|
|
(3,378
|
)
|
|
(415
|
)
|
|||
Stock option exercises
|
314
|
|
|
64
|
|
|
24
|
|
|||
Net cash used in financing activities
|
(118,964
|
)
|
|
(132,051
|
)
|
|
(29,746
|
)
|
|||
(Decrease) increase in cash, cash equivalents, and restricted cash
|
(30,454
|
)
|
|
(151,361
|
)
|
|
61,333
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
153,248
|
|
|
304,609
|
|
|
243,276
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
122,794
|
|
|
$
|
153,248
|
|
|
$
|
304,609
|
|
Asset Class
|
|
Useful Lives
|
Buildings
|
|
25 - 30 years
|
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
|
•
|
Identify the contract(s) with a customer
|
•
|
Identify the performance obligations
|
•
|
Determine the transaction price
|
•
|
Allocate the transaction price
|
•
|
Recognize revenue when the performance obligations are met
|
|
Fiscal Year Ended
|
||||||||||
|
September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Homebuilding revenue
|
$
|
2,077,245
|
|
|
$
|
2,077,360
|
|
|
$
|
1,895,855
|
|
Land sales and other revenue
|
10,494
|
|
|
29,773
|
|
|
20,423
|
|
|||
Total revenue (a)
|
$
|
2,087,739
|
|
|
$
|
2,107,133
|
|
|
$
|
1,916,278
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure of non-cash activity:
|
|
|
|
|
|
||||||
Non-cash land acquisitions (a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,651
|
|
Supplemental disclosure of cash activity:
|
|
|
|
|
|
||||||
Interest payments
|
$
|
101,109
|
|
|
$
|
95,857
|
|
|
$
|
100,125
|
|
Income tax payments
|
766
|
|
|
607
|
|
|
1,616
|
|
|||
Tax refunds received
|
12
|
|
|
162
|
|
|
351
|
|
|||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
106,741
|
|
|
$
|
139,805
|
|
|
$
|
292,147
|
|
Restricted cash
|
16,053
|
|
|
13,443
|
|
|
12,462
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
$
|
122,794
|
|
|
$
|
153,248
|
|
|
$
|
304,609
|
|
in thousands
|
September 30, 2019
|
|
September 30, 2018
|
||||
Investment in unconsolidated entities
|
$
|
3,962
|
|
|
$
|
4,035
|
|
Total equity of unconsolidated entities
|
9,969
|
|
|
10,113
|
|
||
Total outstanding borrowings of unconsolidated entities
|
12,658
|
|
|
12,266
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Income from unconsolidated entity activity
|
$
|
404
|
|
|
$
|
375
|
|
|
$
|
371
|
|
Impairment of unconsolidated entity investment
|
—
|
|
|
(341
|
)
|
|
—
|
|
|||
Equity in income of unconsolidated entities
|
$
|
404
|
|
|
$
|
34
|
|
|
$
|
371
|
|
in thousands
|
September 30, 2019
|
|
September 30, 2018
|
||||
Homes under construction
|
$
|
507,542
|
|
|
$
|
476,752
|
|
Development projects in progress
|
738,201
|
|
|
907,793
|
|
||
Land held for future development
|
28,531
|
|
|
83,173
|
|
||
Land held for sale
|
12,662
|
|
|
7,781
|
|
||
Capitalized interest
|
136,565
|
|
|
144,645
|
|
||
Model homes
|
80,747
|
|
|
72,140
|
|
||
Total owned inventory
|
$
|
1,504,248
|
|
|
$
|
1,692,284
|
|
in thousands
|
Projects in
Progress (a)
|
|
Land Held for Future
Development
|
|
Land Held
for Sale
|
|
Total Owned
Inventory
|
||||||||
September 30, 2019
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
723,094
|
|
|
$
|
3,483
|
|
|
$
|
5,160
|
|
|
$
|
731,737
|
|
East Segment
|
228,937
|
|
|
14,077
|
|
|
4,104
|
|
|
247,118
|
|
||||
Southeast Segment
|
318,737
|
|
|
10,971
|
|
|
3,398
|
|
|
333,106
|
|
||||
Corporate and unallocated (b)
|
192,287
|
|
|
—
|
|
|
—
|
|
|
192,287
|
|
||||
Total
|
$
|
1,463,055
|
|
|
$
|
28,531
|
|
|
$
|
12,662
|
|
|
$
|
1,504,248
|
|
September 30, 2018
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
763,453
|
|
|
$
|
58,125
|
|
|
$
|
—
|
|
|
$
|
821,578
|
|
East Segment
|
280,761
|
|
|
14,077
|
|
|
4,580
|
|
|
299,418
|
|
||||
Southeast Segment
|
358,126
|
|
|
10,971
|
|
|
3,177
|
|
|
372,274
|
|
||||
Corporate and unallocated (b)
|
198,990
|
|
|
—
|
|
|
24
|
|
|
199,014
|
|
||||
Total
|
$
|
1,601,330
|
|
|
$
|
83,173
|
|
|
$
|
7,781
|
|
|
$
|
1,692,284
|
|
$ 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, 2019
|
|||||||||||||
West
|
9
|
|
|
839
|
|
|
$
|
92,912
|
|
|
$
|
69,449
|
|
Southeast
|
1
|
|
|
15
|
|
|
858
|
|
|
1,367
|
|
||
Corporate and unallocated (a)
|
—
|
|
|
—
|
|
|
16,260
|
|
|
14,166
|
|
||
Total
|
10
|
|
|
854
|
|
|
$
|
110,030
|
|
|
$
|
84,982
|
|
Year Ended September 30, 2018
|
|||||||||||||
Southeast
|
1
|
|
|
25
|
|
|
$
|
793
|
|
|
$
|
1,312
|
|
Corporate and unallocated (a)
|
—
|
|
|
—
|
|
|
212
|
|
|
—
|
|
||
Total
|
1
|
|
|
25
|
|
|
$
|
1,005
|
|
|
$
|
1,312
|
|
Year Ended September 30, 2017
|
|
|
|
||||||||||
West
|
1
|
|
|
46
|
|
|
$
|
1,625
|
|
|
$
|
3,791
|
|
Corporate and unallocated (a)
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
||
Total
|
1
|
|
|
46
|
|
|
$
|
1,693
|
|
|
$
|
3,791
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Projects in Progress:
|
|
|
|
|
|
||||||
West
|
$
|
92,912
|
|
|
$
|
—
|
|
|
$
|
1,625
|
|
Southeast
|
858
|
|
|
793
|
|
|
—
|
|
|||
Corporate and unallocated (a)
|
16,260
|
|
|
212
|
|
|
68
|
|
|||
Total impairment charges on projects in progress
|
$
|
110,030
|
|
|
$
|
1,005
|
|
|
$
|
1,693
|
|
Land Held for Sale:
|
|
|
|
|
|
||||||
West (b)
|
$
|
37,963
|
|
|
$
|
—
|
|
|
$
|
94
|
|
East
|
—
|
|
|
168
|
|
|
470
|
|
|||
Southeast
|
—
|
|
|
3,218
|
|
|
—
|
|
|||
Corporate and unallocated (a)
|
625
|
|
|
2,108
|
|
|
—
|
|
|||
Total impairment charges on land held for sale
|
$
|
38,588
|
|
|
$
|
5,494
|
|
|
$
|
564
|
|
Abandonments:
|
|
|
|
|
|
||||||
East
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
188
|
|
Total abandonments charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
188
|
|
Total continuing operations
|
$
|
148,618
|
|
|
$
|
6,499
|
|
|
$
|
2,445
|
|
Discontinued Operations:
|
|
|
|
|
|
||||||
Land Held for Sale
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
—
|
|
Total discontinued operations
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
—
|
|
Total impairment and abandonment charges
|
$
|
148,618
|
|
|
$
|
6,949
|
|
|
$
|
2,445
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||
Unobservable Inputs
|
|
2019
|
|
2018
|
|
2017
|
||||
Average selling price (in thousands)
|
$
|
350 - 615
|
|
$
|
356
|
|
|
$
|
405
|
|
Closings per community per month
|
|
1 - 4
|
|
1 - 6
|
|
|
1 - 4
|
|
||
Discount rate
|
|
14.7% - 16.8%
|
|
15.11
|
%
|
|
12.83
|
%
|
in thousands
|
Deposits &
Non-refundable
Pre-acquisition
Costs Incurred
|
|
Remaining
Obligation
|
||||
As of September 30, 2019
|
|
|
|
||||
Unconsolidated lot option agreements
|
$
|
78,202
|
|
|
$
|
389,705
|
|
As of September 30, 2018
|
|
|
|
||||
Unconsolidated lot option agreements
|
$
|
72,191
|
|
|
$
|
383,150
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Capitalized interest in inventory, beginning of period
|
$
|
144,645
|
|
|
$
|
139,203
|
|
|
$
|
138,108
|
|
Interest incurred
|
103,970
|
|
|
103,880
|
|
|
105,551
|
|
|||
Capitalized interest impaired
|
(13,907
|
)
|
|
(1,961
|
)
|
|
(56
|
)
|
|||
Interest expense not qualified for capitalization and included as other expense (a)
|
(3,109
|
)
|
|
(5,325
|
)
|
|
(15,636
|
)
|
|||
Capitalized interest amortized to home construction and land sales expenses (b)
|
(95,034
|
)
|
|
(91,152
|
)
|
|
(88,764
|
)
|
|||
Capitalized interest in inventory, end of period
|
$
|
136,565
|
|
|
$
|
144,645
|
|
|
$
|
139,203
|
|
in thousands
|
September 30, 2019
|
|
September 30, 2018
|
||||
Model furnishings and sales office improvements
|
$
|
21,114
|
|
|
$
|
28,311
|
|
Information systems
|
15,045
|
|
|
13,183
|
|
||
Furniture, fixtures and office equipment
|
10,068
|
|
|
9,332
|
|
||
Leasehold improvements
|
5,136
|
|
|
4,388
|
|
||
Buildings and improvements
|
1,671
|
|
|
—
|
|
||
Property and equipment, gross
|
53,034
|
|
|
55,214
|
|
||
Less: Accumulated Depreciation
|
(25,613
|
)
|
|
(34,371
|
)
|
||
Property and equipment, net
|
$
|
27,421
|
|
|
$
|
20,843
|
|
in thousands
|
Maturity Date
|
September 30, 2019
|
|
September 30, 2018
|
||||
Senior Unsecured Term Loan (Term Loan)
|
September 2022
|
$
|
150,000
|
|
|
$
|
—
|
|
8 3/4% Senior Notes (2022 Notes)
|
March 2022
|
—
|
|
|
500,000
|
|
||
7 1/4% Senior Notes (2023 Notes)
|
February 2023
|
—
|
|
|
24,834
|
|
||
6 3/4% Senior Notes (2025 Notes)
|
March 2025
|
229,555
|
|
|
250,000
|
|
||
5 7/8% Senior Notes (2027 Notes)
|
October 2027
|
394,000
|
|
|
400,000
|
|
||
7 1/4% Senior Notes (2029 Notes)
|
October 2029
|
350,000
|
|
|
—
|
|
||
Unamortized debt premium, net
|
|
—
|
|
|
2,640
|
|
||
Unamortized debt issuance costs
|
|
(12,470
|
)
|
|
(14,336
|
)
|
||
Total Senior Notes, net
|
|
1,111,085
|
|
|
1,163,138
|
|
||
Junior Subordinated Notes (net of unamortized accretion of $34,703 and $36,770, respectively)
|
July 2036
|
66,070
|
|
|
64,003
|
|
||
Other Secured Notes Payable
|
Various Dates
|
1,154
|
|
|
4,113
|
|
||
Total debt, net
|
|
$
|
1,178,309
|
|
|
$
|
1,231,254
|
|
Senior Note Description
|
|
Issuance Date
|
|
Maturity Date
|
|
Redemption Terms
|
6 3/4% Senior Notes
|
|
March 2017
|
|
March 2025
|
|
On or prior to March 15, 2020, we may redeem up to 35% of the aggregate principal amount of the 2025 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.75% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2025 Notes originally issued remains outstanding immediately after such redemption.
|
|
|
|
Callable at any time prior to March 15, 2020, in whole or in part, at a redemption price equal to 100.000% 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
|
|||
5 7/8% Senior Notes
|
|
October 2017
|
|
October 2027
|
|
On or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2027 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 105.875% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2027 Notes originally issued remains outstanding immediately after such redemption.
|
|
|
|
Callable at any time prior to October 15, 2022, in whole or in part, at a redemption price equal to 100.000% of the principal amount, plus a customary make-whole premium; on or after October 15, 2022, callable at a redemption price equal to 102.938% of the principal amount; on or after October 15, 2023, callable at a redemption price equal to 101.958% of the principal amount; on or after October 15, 2024, callable at a redemption price equal to 100.979% of the principal amount; on or after October 15, 2025, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest
|
|||
7 1/4% Senior Notes
|
|
September 2019
|
|
October 2029
|
|
On or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2029 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2029 Notes originally issued remains outstanding immediately after such redemption.
|
|
|
|
Callable at any time prior to October 15, 2024, 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 October 15, 2024, callable at a redemption price equal to 103.625% of the principal amount; on or after October 15, 2025, callable at a redemption price equal to 102.417% of the principal amount; on or after October 15, 2026, callable at a redemption price equal to 101.208% of the principal amount; on or after October 15, 2027, 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
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of period
|
$
|
15,331
|
|
|
$
|
18,091
|
|
|
$
|
39,131
|
|
Accruals for warranties issued (a)
|
11,847
|
|
|
13,755
|
|
|
14,215
|
|
|||
Changes in liability related to warranties existing in prior periods (b)
|
(1,686
|
)
|
|
(2,401
|
)
|
|
4,807
|
|
|||
Payments made (b)
|
(12,104
|
)
|
|
(14,114
|
)
|
|
(40,062
|
)
|
|||
Balance at end of period
|
$
|
13,388
|
|
|
$
|
15,331
|
|
|
$
|
18,091
|
|
•
|
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
|
||||||||
As of September 30, 2019
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets (a)
|
$
|
—
|
|
|
$
|
1,970
|
|
|
$
|
—
|
|
|
$
|
1,970
|
|
Development projects in progress (b)
|
—
|
|
|
—
|
|
|
84,982
|
|
(c)
|
84,982
|
|
||||
Land held for sale (b)
|
—
|
|
|
—
|
|
|
5,207
|
|
(c)
|
5,207
|
|
||||
As of September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets (a)
|
$
|
—
|
|
|
$
|
1,578
|
|
|
$
|
—
|
|
|
$
|
1,578
|
|
Development projects in progress (b)
|
—
|
|
|
—
|
|
|
1,312
|
|
(c)
|
1,312
|
|
||||
Land held for sale (b)
|
—
|
|
|
—
|
|
|
1,724
|
|
(c)
|
1,724
|
|
||||
Unconsolidated entity investments (b)
|
—
|
|
|
—
|
|
|
80
|
|
|
80
|
|
||||
As of 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
|
|
|
325
|
|
|
As of September 30, 2019
|
|
As of September 30, 2018
|
||||||||||||
in thousands
|
Carrying
Amount (a) |
|
Fair Value
|
|
Carrying
Amount (a) |
|
Fair Value
|
||||||||
Senior Notes (b)
|
$
|
1,111,085
|
|
|
$
|
1,115,011
|
|
|
$
|
1,163,138
|
|
|
$
|
1,096,214
|
|
Junior Subordinated Notes (c)
|
66,070
|
|
|
66,070
|
|
|
64,003
|
|
|
64,003
|
|
||||
Total
|
$
|
1,177,155
|
|
|
$
|
1,181,081
|
|
|
$
|
1,227,141
|
|
|
$
|
1,160,217
|
|
in thousands
|
September 30, 2019
|
|
September 30, 2018
|
||||
Accrued bonus and deferred compensation
|
$
|
36,237
|
|
|
$
|
41,508
|
|
Accrued warranty expenses
|
13,388
|
|
|
15,331
|
|
||
Accrued Interest
|
12,767
|
|
|
14,401
|
|
||
Customer Deposits
|
11,539
|
|
|
14,903
|
|
||
Litigation accrual
|
3,420
|
|
|
3,656
|
|
||
Income tax liabilities
|
648
|
|
|
710
|
|
||
Other
|
31,430
|
|
|
35,880
|
|
||
Total
|
$
|
109,429
|
|
|
$
|
126,389
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Current federal (a)
|
$
|
(4,935
|
)
|
|
$
|
57
|
|
|
$
|
—
|
|
Current state
|
693
|
|
|
512
|
|
|
859
|
|
|||
Deferred federal (b)
|
(31,291
|
)
|
|
102,082
|
|
|
1,625
|
|
|||
Deferred state (c)
|
(1,684
|
)
|
|
(8,167
|
)
|
|
212
|
|
|||
Total (benefit) / expense
|
$
|
(37,217
|
)
|
|
$
|
94,484
|
|
|
$
|
2,696
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax computed at statutory rate
|
$
|
(24,494
|
)
|
|
$
|
12,112
|
|
|
$
|
12,052
|
|
State income taxes, net of federal benefit
|
(590
|
)
|
|
111
|
|
|
1,287
|
|
|||
Deferred rate change
|
(88
|
)
|
|
110,071
|
|
|
—
|
|
|||
Decrease in valuation allowance - other (a) (b)
|
—
|
|
|
(27,370
|
)
|
|
(3,482
|
)
|
|||
Changes in uncertain tax positions
|
(7
|
)
|
|
598
|
|
|
(685
|
)
|
|||
Stock based compensation
|
—
|
|
|
—
|
|
|
741
|
|
|||
Permanent differences
|
2,908
|
|
|
2,133
|
|
|
496
|
|
|||
Tax credits
|
(14,902
|
)
|
|
(3,174
|
)
|
|
(7,460
|
)
|
|||
Other, net
|
(44
|
)
|
|
3
|
|
|
(253
|
)
|
|||
Total (benefit) / expense
|
$
|
(37,217
|
)
|
|
$
|
94,484
|
|
|
$
|
2,696
|
|
in thousands
|
September 30, 2019
|
|
September 30, 2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal and state tax carryforwards
|
$
|
208,360
|
|
|
$
|
196,702
|
|
Inventory adjustments
|
42,605
|
|
|
29,565
|
|
||
Intangible assets
|
17,209
|
|
|
192
|
|
||
Incentive compensation
|
9,360
|
|
|
11,959
|
|
||
Warranty and other reserves
|
4,302
|
|
|
6,350
|
|
||
Property, equipment and other assets
|
2,255
|
|
|
2,123
|
|
||
Uncertain tax positions
|
729
|
|
|
734
|
|
||
Other
|
623
|
|
|
542
|
|
||
Total deferred tax assets
|
285,443
|
|
|
248,167
|
|
||
Valuation allowance
|
(38,486
|
)
|
|
(34,212
|
)
|
||
Net deferred tax assets
|
$
|
246,957
|
|
|
$
|
213,955
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
3,494
|
|
|
$
|
3,804
|
|
|
$
|
4,541
|
|
Additions for tax positions related to current year
|
—
|
|
|
—
|
|
|
61
|
|
|||
Additions for tax positions related to prior years
|
—
|
|
|
—
|
|
|
2,611
|
|
|||
Reductions in tax positions of prior years
|
—
|
|
|
—
|
|
|
(2,273
|
)
|
|||
Lapse of statute of limitations
|
(21
|
)
|
|
(310
|
)
|
|
(1,136
|
)
|
|||
Balance at end of year
|
$
|
3,473
|
|
|
$
|
3,494
|
|
|
$
|
3,804
|
|
Agreement Date
|
|
Settlement Date
|
|
Agreement Amount
|
|
Initial Shares Delivered
|
|
Additional Shares Delivered
|
|
Total Shares Delivered
|
|
Average Price Per Share
|
|||||||
November 2018
|
|
December 2018
|
|
$
|
16.5
|
|
|
1.3
|
|
|
0.3
|
|
|
1.6
|
|
|
$
|
10.62
|
|
May 2019
|
|
July 2019
|
|
10.0
|
|
|
0.9
|
|
|
0.1
|
|
|
1.0
|
|
|
9.87
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Stock options expense
|
$
|
178
|
|
|
$
|
225
|
|
|
$
|
274
|
|
Restricted stock awards expense
|
10,348
|
|
|
10,033
|
|
|
7,885
|
|
|||
Stock-based compensation expense
|
$
|
10,526
|
|
|
$
|
10,258
|
|
|
$
|
8,159
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Expected life of options
|
5.0 years
|
|
|
5.0 years
|
|
|
5.4 years
|
|
|||
Expected volatility
|
46.69
|
%
|
|
44.71
|
%
|
|
50.10
|
%
|
|||
Expected dividends
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average risk-free interest rate
|
2.70
|
%
|
|
2.10
|
%
|
|
1.85
|
%
|
|||
Weighted-average fair value
|
$
|
4.50
|
|
|
$
|
8.30
|
|
|
$
|
5.83
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Shares
|
|
Weighted-
Average Exercise Price |
|||||||||
Outstanding at beginning of period
|
533,052
|
|
|
$
|
14.26
|
|
|
593,753
|
|
|
$
|
14.76
|
|
|
672,669
|
|
|
$
|
16.49
|
|
Granted
|
30,782
|
|
|
10.23
|
|
|
25,230
|
|
|
19.99
|
|
|
29,410
|
|
|
12.50
|
|
|||
Exercised
|
(31,450
|
)
|
|
10.00
|
|
|
(8,411
|
)
|
|
7.52
|
|
|
(2,313
|
)
|
|
10.80
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
(61,967
|
)
|
|
23.19
|
|
|
(84,976
|
)
|
|
28.45
|
|
|||
Cancelled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|
23.65
|
|
|||
Forfeited
|
(8,630
|
)
|
|
10.45
|
|
|
(15,553
|
)
|
|
10.46
|
|
|
(20,557
|
)
|
|
11.97
|
|
|||
Outstanding at end of period
|
523,754
|
|
|
$
|
14.34
|
|
|
533,052
|
|
|
$
|
14.26
|
|
|
593,753
|
|
|
$
|
14.76
|
|
Exercisable at end of period
|
470,501
|
|
|
$
|
14.42
|
|
|
479,538
|
|
|
$
|
14.03
|
|
|
476,606
|
|
|
$
|
15.91
|
|
Vested or expected to vest in the future
|
521,362
|
|
|
$
|
14.36
|
|
|
533,052
|
|
|
$
|
14.26
|
|
|
585,186
|
|
|
$
|
14.83
|
|
|
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 - $10
|
138,472
|
|
|
2.5
|
|
$
|
9.79
|
|
|
116,980
|
|
|
1.6
|
|
$
|
9.77
|
|
$11 - $15
|
212,240
|
|
|
2.3
|
|
13.28
|
|
|
196,266
|
|
|
2.0
|
|
13.38
|
|
||
$16 - $20
|
173,042
|
|
|
2.7
|
|
19.30
|
|
|
157,255
|
|
|
2.3
|
|
19.19
|
|
||
$1 - $20
|
523,754
|
|
|
2.5
|
|
$
|
14.34
|
|
|
470,501
|
|
|
2.0
|
|
$
|
14.42
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Intrinsic value of options exercised
|
$
|
90
|
|
|
$
|
76
|
|
|
$
|
13
|
|
Fair market value of options vested
|
178
|
|
|
296
|
|
|
482
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Expected volatility
|
21.0% - 57.1%
|
|
|
21.1% - 61.2%
|
|
|
32.6% - 66.0%
|
|
|||
Risk-free interest rate
|
2.92
|
%
|
|
1.81
|
%
|
|
1.30
|
%
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Grant-date stock price
|
$
|
9.82
|
|
|
$
|
20.50
|
|
|
$
|
12.51
|
|
|
Year Ended September 30, 2019
|
|||||||||||||||||||
|
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
|
644,785
|
|
|
$
|
16.47
|
|
|
431,783
|
|
|
$
|
16.60
|
|
|
1,076,568
|
|
|
$
|
16.53
|
|
Granted (a)
|
467,819
|
|
|
9.95
|
|
|
448,657
|
|
|
9.82
|
|
|
916,476
|
|
|
9.89
|
|
|||
Vested (a)
|
(321,833
|
)
|
|
15.36
|
|
|
(212,558
|
)
|
|
16.41
|
|
|
(534,391
|
)
|
|
15.78
|
|
|||
Forfeited
|
(11,957
|
)
|
|
13.44
|
|
|
(56,275
|
)
|
|
12.20
|
|
|
(68,232
|
)
|
|
12.42
|
|
|||
End of period
|
778,814
|
|
|
$
|
13.60
|
|
|
611,607
|
|
|
$
|
12.11
|
|
|
1,390,421
|
|
|
$
|
16.53
|
|
|
Year Ended September 30, 2018
|
|||||||||||||||||||
|
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
|
668,766
|
|
|
$
|
15.72
|
|
|
872,181
|
|
|
$
|
16.47
|
|
|
1,540,947
|
|
|
$
|
16.15
|
|
Granted
|
165,085
|
|
|
22.40
|
|
|
277,165
|
|
|
18.98
|
|
|
442,250
|
|
|
20.26
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
(690,922
|
)
|
|
17.38
|
|
|
(690,922
|
)
|
|
17.38
|
|
|||
Forfeited
|
(189,066
|
)
|
|
18.98
|
|
|
(26,641
|
)
|
|
17.02
|
|
|
(215,707
|
)
|
|
18.74
|
|
|||
End of period
|
644,785
|
|
|
$
|
16.47
|
|
|
431,783
|
|
|
$
|
16.60
|
|
|
1,076,568
|
|
|
$
|
16.53
|
|
|
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
|
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands, except per share data
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(79,421
|
)
|
|
$
|
(45,046
|
)
|
|
$
|
31,953
|
|
Loss from discontinued operations, net of tax
|
|
(99
|
)
|
|
(329
|
)
|
|
(140
|
)
|
|||
Net (loss) income
|
|
$
|
(79,520
|
)
|
|
$
|
(45,375
|
)
|
|
$
|
31,813
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares
|
|
30,617
|
|
|
32,141
|
|
|
31,952
|
|
|||
Dilutive effect of restricted stock awards
|
|
—
|
|
|
—
|
|
|
433
|
|
|||
Dilutive effect of stock options
|
|
—
|
|
|
—
|
|
|
41
|
|
|||
Diluted weighted-average shares (a)
|
|
30,617
|
|
|
32,141
|
|
|
32,426
|
|
|||
|
|
|
|
|
|
|
||||||
Basic (loss) income per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(2.59
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
1.00
|
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Total
|
|
$
|
(2.60
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
||||||
Diluted (loss) income per share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(2.59
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.99
|
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|||
Total
|
|
$
|
(2.60
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
0.99
|
|
|
|
Fiscal Year Ended September 30,
|
|||||||
in thousands
|
|
2019
|
|
2018
|
|
2017
|
|||
Stock options
|
|
524
|
|
|
533
|
|
|
319
|
|
Time-based restricted stock
|
|
612
|
|
|
432
|
|
|
—
|
|
Performance-based restricted stock
|
|
779
|
|
|
645
|
|
|
—
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Operating (loss) income (a)
|
|
|
|
|
|
||||||
West
|
$
|
(5,492
|
)
|
|
$
|
142,310
|
|
|
$
|
110,600
|
|
East (b)
|
51,576
|
|
|
57,372
|
|
|
58,191
|
|
|||
Southeast
|
40,165
|
|
|
45,950
|
|
|
53,905
|
|
|||
Segment total
|
86,249
|
|
|
245,632
|
|
|
222,696
|
|
|||
Corporate and unallocated (c)
|
(176,145
|
)
|
|
(164,084
|
)
|
|
(160,558
|
)
|
|||
Total operating (loss) income
|
$
|
(89,896
|
)
|
|
$
|
81,548
|
|
|
$
|
62,138
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
West
|
$
|
6,456
|
|
|
$
|
7,062
|
|
|
$
|
7,207
|
|
East
|
3,250
|
|
|
2,619
|
|
|
2,927
|
|
|||
Southeast
|
3,455
|
|
|
3,053
|
|
|
2,564
|
|
|||
Segment total
|
13,161
|
|
|
12,734
|
|
|
12,698
|
|
|||
Corporate and unallocated (a)
|
1,598
|
|
|
1,073
|
|
|
1,311
|
|
|||
Total depreciation and amortization
|
$
|
14,759
|
|
|
$
|
13,807
|
|
|
$
|
14,009
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
West
|
$
|
11,635
|
|
|
$
|
8,152
|
|
|
$
|
7,086
|
|
East
|
2,518
|
|
|
2,234
|
|
|
2,474
|
|
|||
Southeast
|
3,086
|
|
|
3,112
|
|
|
2,539
|
|
|||
Corporate and unallocated
|
4,117
|
|
|
3,522
|
|
|
341
|
|
|||
Total capital expenditures
|
$
|
21,356
|
|
|
$
|
17,020
|
|
|
$
|
12,440
|
|
in thousands
|
September 30, 2019
|
|
September 30, 2018
|
||||
Assets
|
|
|
|
||||
West
|
$
|
751,110
|
|
|
$
|
835,230
|
|
East
|
286,340
|
|
|
335,474
|
|
||
Southeast
|
359,431
|
|
|
414,685
|
|
||
Corporate and unallocated (a)
|
560,763
|
|
|
542,713
|
|
||
Total assets
|
$
|
1,957,644
|
|
|
$
|
2,128,102
|
|
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
70,617
|
|
|
$
|
36,115
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
106,741
|
|
Restricted cash
|
14,847
|
|
|
1,206
|
|
|
—
|
|
|
—
|
|
|
16,053
|
|
|||||
Accounts receivable (net of allowance of $304)
|
—
|
|
|
26,394
|
|
|
1
|
|
|
—
|
|
|
26,395
|
|
|||||
Income tax receivable
|
4,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,935
|
|
|||||
Owned inventory
|
—
|
|
|
1,504,248
|
|
|
—
|
|
|
—
|
|
|
1,504,248
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
3,189
|
|
|
—
|
|
|
—
|
|
|
3,962
|
|
|||||
Deferred tax assets, net
|
246,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,957
|
|
|||||
Property and equipment, net
|
—
|
|
|
27,421
|
|
|
—
|
|
|
—
|
|
|
27,421
|
|
|||||
Investments in subsidiaries
|
636,791
|
|
|
—
|
|
|
—
|
|
|
(636,791
|
)
|
|
—
|
|
|||||
Intercompany
|
753,769
|
|
|
—
|
|
|
1,680
|
|
|
(755,449
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
11,376
|
|
|
—
|
|
|
—
|
|
|
11,376
|
|
|||||
Other assets
|
1,235
|
|
|
8,317
|
|
|
4
|
|
|
—
|
|
|
9,556
|
|
|||||
Total assets
|
$
|
1,729,924
|
|
|
$
|
1,618,266
|
|
|
$
|
1,694
|
|
|
$
|
(1,392,240
|
)
|
|
$
|
1,957,644
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
131,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
131,152
|
|
Other liabilities
|
12,335
|
|
|
97,081
|
|
|
13
|
|
|
—
|
|
|
109,429
|
|
|||||
Intercompany
|
1,680
|
|
|
753,769
|
|
|
—
|
|
|
(755,449
|
)
|
|
—
|
|
|||||
Total debt (net of premium and debt issuance costs)
|
1,177,155
|
|
|
1,154
|
|
|
—
|
|
|
—
|
|
|
1,178,309
|
|
|||||
Total liabilities
|
1,191,170
|
|
|
983,156
|
|
|
13
|
|
|
(755,449
|
)
|
|
1,418,890
|
|
|||||
Stockholders’ equity
|
538,754
|
|
|
635,110
|
|
|
1,681
|
|
|
(636,791
|
)
|
|
538,754
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,729,924
|
|
|
$
|
1,618,266
|
|
|
$
|
1,694
|
|
|
$
|
(1,392,240
|
)
|
|
$
|
1,957,644
|
|
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
93,875
|
|
|
$
|
45,355
|
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
139,805
|
|
Restricted cash
|
10,921
|
|
|
2,522
|
|
|
—
|
|
|
—
|
|
|
13,443
|
|
|||||
Accounts receivable (net of allowance of $378)
|
—
|
|
|
24,647
|
|
|
—
|
|
|
—
|
|
|
24,647
|
|
|||||
Income tax receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Owned inventory
|
—
|
|
|
1,692,284
|
|
|
—
|
|
|
—
|
|
|
1,692,284
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
3,262
|
|
|
—
|
|
|
—
|
|
|
4,035
|
|
|||||
Deferred tax assets, net
|
213,955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213,955
|
|
|||||
Property and equipment, net
|
—
|
|
|
20,843
|
|
|
—
|
|
|
—
|
|
|
20,843
|
|
|||||
Investments in subsidiaries
|
645,086
|
|
|
—
|
|
|
—
|
|
|
(645,086
|
)
|
|
—
|
|
|||||
Intercompany
|
922,525
|
|
|
—
|
|
|
2,304
|
|
|
(924,829
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
9,751
|
|
|
—
|
|
|
—
|
|
|
9,751
|
|
|||||
Other assets
|
694
|
|
|
8,626
|
|
|
19
|
|
|
—
|
|
|
9,339
|
|
|||||
Total assets
|
$
|
1,887,829
|
|
|
$
|
1,807,290
|
|
|
$
|
2,898
|
|
|
$
|
(1,569,915
|
)
|
|
$
|
2,128,102
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
126,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
126,432
|
|
Other liabilities
|
14,357
|
|
|
111,906
|
|
|
126
|
|
|
—
|
|
|
126,389
|
|
|||||
Intercompany
|
2,304
|
|
|
922,525
|
|
|
—
|
|
|
(924,829
|
)
|
|
—
|
|
|||||
Total debt (net of discount and debt issuance costs)
|
1,227,141
|
|
|
4,113
|
|
|
—
|
|
|
—
|
|
|
1,231,254
|
|
|||||
Total liabilities
|
1,243,802
|
|
|
1,164,976
|
|
|
126
|
|
|
(924,829
|
)
|
|
1,484,075
|
|
|||||
Stockholders’ equity
|
644,027
|
|
|
642,314
|
|
|
2,772
|
|
|
(645,086
|
)
|
|
644,027
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,887,829
|
|
|
$
|
1,807,290
|
|
|
$
|
2,898
|
|
|
$
|
(1,569,915
|
)
|
|
$
|
2,128,102
|
|
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
2,087,739
|
|
|
$
|
115
|
|
|
$
|
(115
|
)
|
|
$
|
2,087,739
|
|
Home construction and land sales expenses
|
93,875
|
|
|
1,679,325
|
|
|
—
|
|
|
(115
|
)
|
|
1,773,085
|
|
|||||
Inventory impairments and abandonments
|
13,908
|
|
|
134,710
|
|
|
—
|
|
|
—
|
|
|
148,618
|
|
|||||
Gross (loss) profit
|
(107,783
|
)
|
|
273,704
|
|
|
115
|
|
|
—
|
|
|
166,036
|
|
|||||
Commissions
|
—
|
|
|
79,802
|
|
|
—
|
|
|
—
|
|
|
79,802
|
|
|||||
General and administrative expenses
|
—
|
|
|
161,375
|
|
|
(4
|
)
|
|
—
|
|
|
161,371
|
|
|||||
Depreciation and amortization
|
—
|
|
|
14,759
|
|
|
—
|
|
|
—
|
|
|
14,759
|
|
|||||
Operating (loss) income
|
(107,783
|
)
|
|
17,768
|
|
|
119
|
|
|
—
|
|
|
(89,896
|
)
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|||||
Loss on extinguishment of debt
|
(24,920
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,920
|
)
|
|||||
Other (expense) income, net
|
(3,109
|
)
|
|
887
|
|
|
(4
|
)
|
|
—
|
|
|
(2,226
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(135,812
|
)
|
|
19,059
|
|
|
115
|
|
|
—
|
|
|
(116,638
|
)
|
|||||
(Benefit) expense from income taxes
|
(15,603
|
)
|
|
(21,643
|
)
|
|
29
|
|
|
—
|
|
|
(37,217
|
)
|
|||||
Equity in income of subsidiaries
|
40,788
|
|
|
—
|
|
|
—
|
|
|
(40,788
|
)
|
|
—
|
|
|||||
(Loss) income from continuing operations
|
(79,421
|
)
|
|
40,702
|
|
|
86
|
|
|
(40,788
|
)
|
|
(79,421
|
)
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(85
|
)
|
|
(14
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
Equity in loss of subsidiaries from discontinued operations
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(79,520
|
)
|
|
$
|
40,617
|
|
|
$
|
72
|
|
|
$
|
(40,689
|
)
|
|
$
|
(79,520
|
)
|
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
2,107,133
|
|
|
$
|
83
|
|
|
$
|
(83
|
)
|
|
$
|
2,107,133
|
|
Home construction and land sales expenses
|
91,132
|
|
|
1,664,570
|
|
|
—
|
|
|
(83
|
)
|
|
1,755,619
|
|
|||||
Inventory impairments and abandonments
|
1,961
|
|
|
4,538
|
|
|
—
|
|
|
—
|
|
|
6,499
|
|
|||||
Gross (loss) profit
|
(93,093
|
)
|
|
438,025
|
|
|
83
|
|
|
—
|
|
|
345,015
|
|
|||||
Commissions
|
—
|
|
|
81,002
|
|
|
—
|
|
|
—
|
|
|
81,002
|
|
|||||
General and administrative expenses
|
—
|
|
|
168,536
|
|
|
122
|
|
|
—
|
|
|
168,658
|
|
|||||
Depreciation and amortization
|
—
|
|
|
13,807
|
|
|
—
|
|
|
—
|
|
|
13,807
|
|
|||||
Operating (loss) income
|
(93,093
|
)
|
|
174,680
|
|
|
(39
|
)
|
|
—
|
|
|
81,548
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Loss on extinguishment of debt
|
(27,839
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,839
|
)
|
|||||
Other (expense) income, net
|
(5,323
|
)
|
|
1,046
|
|
|
(28
|
)
|
|
—
|
|
|
(4,305
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(126,255
|
)
|
|
175,760
|
|
|
(67
|
)
|
|
—
|
|
|
49,438
|
|
|||||
(Benefit) expense from income taxes
|
(93,714
|
)
|
|
188,217
|
|
|
(19
|
)
|
|
—
|
|
|
94,484
|
|
|||||
Equity in loss of subsidiaries
|
(12,505
|
)
|
|
—
|
|
|
—
|
|
|
12,505
|
|
|
—
|
|
|||||
Loss from continuing operations
|
(45,046
|
)
|
|
(12,457
|
)
|
|
(48
|
)
|
|
12,505
|
|
|
(45,046
|
)
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(312
|
)
|
|
(17
|
)
|
|
—
|
|
|
(329
|
)
|
|||||
Equity in loss of subsidiaries
|
(329
|
)
|
|
—
|
|
|
—
|
|
|
329
|
|
|
—
|
|
|||||
Net loss
|
$
|
(45,375
|
)
|
|
$
|
(12,769
|
)
|
|
$
|
(65
|
)
|
|
$
|
12,834
|
|
|
$
|
(45,375
|
)
|
in thousands
|
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
|
|
|||||
Gain (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 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 (loss)
|
$
|
31,813
|
|
|
$
|
106,372
|
|
|
$
|
(38
|
)
|
|
$
|
(106,334
|
)
|
|
$
|
31,813
|
|
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(107,882
|
)
|
|
$
|
221,529
|
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
$
|
113,635
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(21,356
|
)
|
|
—
|
|
|
—
|
|
|
(21,356
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|||||
Acquisition, net of cash acquired
|
—
|
|
|
(4,088
|
)
|
|
—
|
|
|
—
|
|
|
(4,088
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Advances to/from subsidiaries
|
204,555
|
|
|
—
|
|
|
(554
|
)
|
|
(204,001
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
204,555
|
|
|
(25,125
|
)
|
|
(554
|
)
|
|
(204,001
|
)
|
|
(25,125
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(573,589
|
)
|
|
(2,959
|
)
|
|
—
|
|
|
—
|
|
|
(576,548
|
)
|
|||||
Proceeds from issuance of new debt
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|||||
Repayment of borrowing from credit facility
|
(425,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425,000
|
)
|
|||||
Borrowings from credit facility
|
425,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425,000
|
|
|||||
Debt issuance costs
|
(6,137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,137
|
)
|
|||||
Other financing activities
|
(1,655
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,655
|
)
|
|||||
Repurchase of common stock
|
(34,624
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,624
|
)
|
|||||
Advances to/from subsidiaries
|
—
|
|
|
(204,001
|
)
|
|
—
|
|
|
204,001
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(116,005
|
)
|
|
(206,960
|
)
|
|
—
|
|
|
204,001
|
|
|
(118,964
|
)
|
|||||
Decrease in cash and cash equivalents
|
(19,332
|
)
|
|
(10,556
|
)
|
|
(566
|
)
|
|
—
|
|
|
(30,454
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
104,796
|
|
|
47,877
|
|
|
575
|
|
|
—
|
|
|
153,248
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
85,464
|
|
|
$
|
37,321
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
122,794
|
|
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(1,163
|
)
|
|
$
|
56,153
|
|
|
$
|
(152
|
)
|
|
$
|
—
|
|
|
$
|
54,838
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(17,020
|
)
|
|
—
|
|
|
—
|
|
|
(17,020
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
370
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|||||
Acquisition, net of cash acquired
|
—
|
|
|
(57,253
|
)
|
|
|
|
|
|
|
|
(57,253
|
)
|
|||||
Investments in unconsolidated entities
|
—
|
|
|
(421
|
)
|
|
—
|
|
|
—
|
|
|
(421
|
)
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|||||
Advances to/from subsidiaries
|
(56,182
|
)
|
|
—
|
|
|
3
|
|
|
56,179
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
(56,182
|
)
|
|
(74,148
|
)
|
|
3
|
|
|
56,179
|
|
|
(74,148
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(522,465
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(522,465
|
)
|
|||||
Proceeds from issuance of new debt
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Repayment of borrowing from credit facility
|
(225,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,000
|
)
|
|||||
Borrowing from credit facility
|
225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Debt issuance costs
|
(6,272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,272
|
)
|
|||||
Other financing activities
|
(3,314
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,314
|
)
|
|||||
Advances to/from subsidiaries
|
—
|
|
|
49,018
|
|
|
|
|
(49,018
|
)
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
(132,051
|
)
|
|
49,018
|
|
|
—
|
|
|
(49,018
|
)
|
|
(132,051
|
)
|
|||||
(Decrease) increase in cash and cash equivalents
|
(189,396
|
)
|
|
31,023
|
|
|
(149
|
)
|
|
7,161
|
|
|
(151,361
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
294,192
|
|
|
16,854
|
|
|
724
|
|
|
(7,161
|
)
|
|
304,609
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
104,796
|
|
|
$
|
47,877
|
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
153,248
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(65,093
|
)
|
|
$
|
170,129
|
|
|
$
|
(174
|
)
|
|
$
|
—
|
|
|
$
|
104,862
|
|
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
|
(261,999
|
)
|
|
(12,437
|
)
|
|
—
|
|
|
—
|
|
|
(274,436
|
)
|
|||||
Proceeds from issuance of new debt
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Borrowing from credit facility
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Repayment of 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 financing activities
|
(17,309
|
)
|
|
(157,896
|
)
|
|
—
|
|
|
145,459
|
|
|
(29,746
|
)
|
|||||
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
|
228,513
|
|
|
18,404
|
|
|
859
|
|
|
(4,500
|
)
|
|
243,276
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
294,192
|
|
|
$
|
16,854
|
|
|
$
|
724
|
|
|
$
|
(7,161
|
)
|
|
$
|
304,609
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
2017
|
||||||
Total revenue
|
$
|
55
|
|
|
$
|
633
|
|
|
$
|
—
|
|
Home construction and land sales expenses
|
61
|
|
|
612
|
|
|
72
|
|
|||
Inventory impairments and abandonments
|
—
|
|
|
450
|
|
|
—
|
|
|||
Gross loss
|
(6
|
)
|
|
(429
|
)
|
|
(72
|
)
|
|||
General and administrative expenses
|
125
|
|
|
101
|
|
|
169
|
|
|||
Operating loss
|
(131
|
)
|
|
(530
|
)
|
|
(241
|
)
|
|||
Equity in (loss) income of unconsolidated entities
|
(1
|
)
|
|
93
|
|
|
31
|
|
|||
Other income (expense), net
|
5
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
Loss from discontinued operations before income taxes
|
(127
|
)
|
|
(441
|
)
|
|
(215
|
)
|
|||
Benefit from income taxes
|
(28
|
)
|
|
(112
|
)
|
|
(75
|
)
|
|||
Loss from discontinued operations, net of tax
|
$
|
(99
|
)
|
|
$
|
(329
|
)
|
|
$
|
(140
|
)
|
in thousands, except per share data
|
Quarter Ended
|
||||||||||||||
Fiscal 2019
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
Total revenue
|
$
|
402,040
|
|
|
$
|
421,260
|
|
|
$
|
482,738
|
|
|
$
|
781,701
|
|
Gross profit (loss) (a)
|
60,655
|
|
|
(82,680
|
)
|
|
71,764
|
|
|
116,297
|
|
||||
Operating income (loss)
|
3,506
|
|
|
(138,950
|
)
|
|
9,543
|
|
|
36,005
|
|
||||
Net income (loss) from continuing operations (b)
|
7,322
|
|
|
(100,832
|
)
|
|
11,625
|
|
|
2,464
|
|
||||
Basic EPS from continuing operations (c)
|
$
|
0.23
|
|
|
$
|
(3.28
|
)
|
|
$
|
0.38
|
|
|
$
|
0.08
|
|
Diluted EPS from continuing operations (c)
|
$
|
0.23
|
|
|
$
|
(3.28
|
)
|
|
$
|
0.38
|
|
|
$
|
0.08
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
372,489
|
|
|
$
|
455,178
|
|
|
$
|
511,521
|
|
|
$
|
767,945
|
|
Gross profit (a)
|
60,829
|
|
|
75,077
|
|
|
83,244
|
|
|
125,865
|
|
||||
Operating income
|
6,681
|
|
|
13,825
|
|
|
17,580
|
|
|
43,462
|
|
||||
Net (loss) income from continuing operations (b)
|
(130,575
|
)
|
|
11,616
|
|
|
13,429
|
|
|
60,484
|
|
||||
Basic EPS from continuing operations (c)
|
$
|
(4.07
|
)
|
|
$
|
0.36
|
|
|
$
|
0.42
|
|
|
$
|
1.88
|
|
Diluted EPS from continuing operations (c)
|
$
|
(4.07
|
)
|
|
$
|
0.36
|
|
|
$
|
0.41
|
|
|
$
|
1.83
|
|
(a)
|
Gross profit (loss) in fiscal 2019 and 2018 includes inventory impairment and abandonments as follows:
|
in thousands
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
1st Quarter
|
$
|
1,007
|
|
|
$
|
—
|
|
2nd Quarter
|
147,611
|
|
|
—
|
|
||
3rd Quarter
|
—
|
|
|
168
|
|
||
4th Quarter
|
—
|
|
|
6,331
|
|
||
|
$
|
148,618
|
|
|
$
|
6,499
|
|
in thousands
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
1st Quarter
|
$
|
—
|
|
|
$
|
(25,904
|
)
|
2nd Quarter
|
216
|
|
|
—
|
|
||
3rd Quarter
|
358
|
|
|
—
|
|
||
4th Quarter
|
(25,494
|
)
|
|
(1,935
|
)
|
||
|
$
|
(24,920
|
)
|
|
$
|
(27,839
|
)
|
(a)
|
1. Financial Statements
|
|
Page Herein
|
|
2. Financial Statement Schedules
|
None required.
|
|
3. Exhibits
|
All exhibits were filed under File No. 001-12822, except as otherwise indicated below.
|
|
|
|
|
Exhibit Number
|
|
|
Exhibit Description
|
|
|
|
|
3.1
|
—
|
|
|
3.2
|
—
|
|
|
3.3
|
—
|
|
|
3.4
|
—
|
|
|
3.5
|
—
|
|
|
3.6
|
—
|
|
|
3.7
|
—
|
|
|
3.8
|
—
|
|
|
3.9
|
—
|
|
|
4.1
|
—
|
|
4.2
|
—
|
|
|
4.3
|
—
|
|
|
4.4
|
—
|
|
Reserved.
|
4.5
|
—
|
|
Reserved.
|
4.6
|
—
|
|
|
4.7
|
—
|
|
|
4.8
|
—
|
|
|
4.9
|
—
|
|
|
4.10
|
—
|
|
Reserved.
|
4.11
|
—
|
|
|
4.12
|
—
|
|
Reserved.
|
4.15
|
—
|
|
|
4.16
|
—
|
|
|
4.17
|
—
|
|
|
4.18
|
—
|
|
|
4.19
|
—
|
|
|
4.20
|
—
|
|
|
4.21
|
—
|
|
|
4.22
|
—
|
|
|
4.23
|
—
|
|
Reserved.
|
4.24
|
—
|
|
Reserved.
|
4.25
|
—
|
|
Reserved.
|
4.31
|
—
|
|
|
4.32
|
—
|
|
4.33
|
—
|
|
|
4.34
|
—
|
|
|
4.35
|
—
|
|
|
4.36
|
—
|
|
|
10.1*
|
—
|
|
|
10.2*
|
—
|
|
|
10.3*
|
—
|
|
|
10.4*
|
—
|
|
|
10.5*
|
—
|
|
|
10.6*
|
—
|
|
|
10.7*
|
—
|
|
|
10.8*
|
—
|
|
|
10.9*
|
—
|
|
|
10.10*
|
—
|
|
|
10.11*
|
—
|
|
|
10.12*
|
—
|
|
|
10.13*
|
—
|
|
|
10.14*
|
—
|
|
|
10.15*
|
—
|
|
|
10.16*
|
—
|
|
|
10.17*
|
—
|
|
|
10.18*
|
—
|
|
Reserved.
|
10.19*
|
—
|
|
Reserved.
|
10.20*
|
—
|
|
Reserved.
|
10.21*
|
—
|
|
10.22*
|
—
|
|
|
10.23*
|
—
|
|
|
10.24*
|
—
|
|
|
10.25*
|
—
|
|
|
10.26*
|
—
|
|
|
10.27*
|
—
|
|
|
10.28*
|
—
|
|
|
10.29*
|
—
|
|
|
10.30
|
—
|
|
|
10.31
|
—
|
|
|
10.32
|
—
|
|
|
10.33
|
—
|
|
|
10.34
|
—
|
|
|
10.35
|
—
|
|
|
10.36
|
—
|
|
|
10.37
|
—
|
|
|
10.38
|
—
|
|
|
10.39
|
—
|
|
10.40
|
—
|
|
|
10.41
|
—
|
|
|
10.42
|
—
|
|
|
10.43
|
—
|
|
|
10.4
|
—
|
|
|
21
|
—
|
|
|
23
|
—
|
|
|
31.1
|
—
|
|
|
31.2
|
—
|
|
|
32.1
|
—
|
|
|
32.2
|
—
|
|
|
101.INS
|
—
|
|
XBRL Instance Document
|
101.SCH
|
—
|
|
XBRL Schema Document
|
101.CAL
|
—
|
|
XBRL Calculation Linkbase Document
|
101.LAB
|
—
|
|
XBRL Labels Linkbase Document
|
101.PRE
|
—
|
|
XBRL Presentation Linkbase Document
|
101.DEF
|
—
|
|
XRBL Definition Linkbase Document
|
(b)
|
Exhibits
|
Reference is made to Item 15(a)3 above. The following is a list of exhibits, included in item 15(a)3 above, that are filed concurrently with this report.
|
3.8
|
—
|
|
|
4.18
|
—
|
|
|
21
|
—
|
|
|
23
|
—
|
|
|
31.1
|
—
|
|
|
31.2
|
—
|
|
|
32.1
|
—
|
|
|
32.2
|
—
|
|
|
101.INS
|
—
|
|
XBRL Instance Document
|
101.SCH
|
—
|
|
XBRL Schema Document
|
101.CAL
|
—
|
|
XBRL Calculation Linkbase Document
|
101.LAB
|
—
|
|
XBRL Labels Linkbase Document
|
101.PRE
|
—
|
|
XBRL Presentation Linkbase Document
|
101.DEF
|
—
|
|
XRBL Definition Linkbase Document
|
(c)
|
Financial Statement Schedules
|
Reference is made to Item 15(a)2 above.
|
Date:
|
November 13, 2019
|
Beazer Homes USA, Inc.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Allan P. Merrill
|
|
|
|
Name:
|
Allan P. Merrill
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Allan P. Merrill
|
|
|
|
Name:
|
Allan P. Merrill
|
|
|
|
|
Chairman, President, Chief Executive Officer and Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Robert L. Salomon
|
|
|
|
Name:
|
Robert L. Salomon
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Elizabeth S. Acton
|
|
|
|
Name:
|
Elizabeth S. Acton
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Laurent Alpert
|
|
|
|
Name:
|
Laurent Alpert
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Brian C. Beazer
|
|
|
|
Name:
|
Brian C. Beazer
|
|
|
|
|
Director and Chairman Emeritus
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Peter G. Leemputte
|
|
|
|
Name:
|
Peter G. Leemputte
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Peter M. Orser
|
|
|
|
Name:
|
Peter M. Orser
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Norma A. Provencio
|
|
|
|
Name:
|
Norma A. Provencio
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Danny R. Shepherd
|
|
|
|
Name:
|
Danny R. Shepherd
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ David J. Spitz
|
|
|
|
Name:
|
David J. Spitz
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ C. Christian Winkle
|
|
|
|
Name:
|
C. Christian Winkle
|
|
|
|
|
Director
|
Date:
|
November 13, 2019
|
By:
|
|
/s/ Stephen P. Zelnak
|
|
|
|
Name:
|
Stephen P. Zelnak, Jr.
|
|
|
|
|
Director
|
Beazer Homes USA, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY as follows:
|
|
|
|
1.
|
Article EIGHT of the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Amended and Restated Certificate of Incorporation”), is hereby amended by replacing paragraph (i) of the existing Article EIGHT in its entirety with the following:
|
|
|
|
“Expiration Date” means the earliest of (1) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Article EIGHT is no longer necessary or desirable for the preservation of Tax Benefits, (2) the close of business on the first day of a taxable year of the Corporation as to which the Board of Directors determines that no Tax Benefits may be carried forward, (3) such date as the Board of Directors shall fix in accordance with Part XII of this Article EIGHT and (4) November 12, 2022.”
|
|
|
2.
|
In accordance with the provisions of Section 242 of the DGCL, the Board of Directors of the Corporation duly adopted the above amendment to the Amended and Restated Certificate of Incorporation (the “Amendment”), deemed the Amendment advisable and directed that the Amendment be considered by the Corporation’s stockholders. Notice of the Amendment was duly given to the stockholders of the Corporation in accordance with Section 222 of the DGCL. The Amendment was adopted by the Corporation’s stockholders on February 6, 2019 in accordance with Section 242 of the DGCL.
|
|
|
3.
|
Pursuant to Sections 103 and 242 of the DGCL, the Amendment shall become effective at 12:00 a.m., New York City time, on Tuesday, November 12, 2019.
|
IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Certificate of Amendment on this 8th day of November 2019.
|
Beazer Homes USA, Inc.
|
By:
|
/s/ ROBERT L. SALOMON
|
Name:
|
Robert L. Salomon
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Attest:
|
|
|
|
/s/ KEITH L. BELKNAP
|
|
Name:
|
Keith L. Belknap
|
Title:
|
Executive Vice President and General Counsel
|
Section 34.
|
26
|
|
|
Section 35.
|
26
|
|
|
|
|
|
|
Exhibit A —
|
28
|
|
|
Exhibit B —
|
33
|
|
|
Exhibit C —
|
|
|
Attest:
|
|
BEAZER HOMES USA, INC.
|
|||
|
|
|
|
|
|
By:
|
/s/ KRISTI O. CRAWFORD
|
|
By:
|
/s/ KEITH L. BELKNAP
|
|
|
Name: Kristi O. Crawford
|
|
|
Name: Keith L. Belknap
|
|
|
Title: Assistant Secretary
|
|
|
Title: Executive Vice President and General Counsel
|
|
|
|
|
|||
Attest:
|
|
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ MICHAEL LEGREGIN
|
|
By:
|
/s/ MICHAEL A. NESPOLI
|
|
|
Name: Michael Legregin
|
|
|
Name: Michael A. Nespoli
|
|
|
Title: Senior Vice President
Attorney Advisory Group
|
|
|
Title: Executive Director
|
|
Certificate No. R-
|
Rights
|
Dated:
|
|
Signature:
|
|
(1)
|
this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
|
(2)
|
after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
|
Dated:
|
|
Signature:
|
|
Dated:
|
|
Signature:
|
|
(1)
|
the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
|
(2)
|
after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
|
Dated:
|
|
Signature:
|
|
Name
|
|
Jurisdiction of Incorporation
|
Beazer Clarksburg, LLC
|
|
Maryland
|
Beazer Employee Disaster Assistance Corp.
|
|
Georgia
|
Beazer Gain, LLC
|
|
Delaware
|
Beazer General Services, Inc.
|
|
Delaware
|
Beazer Homes Capital Trust I
|
|
Delaware
|
Beazer Homes, LLC
|
|
Delaware
|
Beazer Homes Holdings, LLC
|
|
Delaware
|
Beazer Homes Indiana LLP
|
|
Indiana
|
Beazer Homes Indiana Holdings Corp.
|
|
Delaware
|
Beazer Homes Investments, 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 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
|
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.
|
|
Date:
|
November 13, 2019
|
|
|
|
|
/s/ Allan P. Merrill
|
|
|
Allan P. Merrill
|
|
|
President and Chief Executive Officer
|
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.
|
|
Date:
|
November 13, 2019
|
|
|
|
|
/s/ Robert L. Salomon
|
|
|
Robert L. Salomon
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
November 13, 2019
|
|
|
|
|
/s/ Allan P. Merrill
|
|
|
Allan P. Merrill
|
|
|
President and Chief Executive Officer
|
|
Date:
|
November 13, 2019
|
|
|
|
|
/s/ Robert L. Salomon
|
|
|
Robert L. Salomon
|
|
|
Executive Vice President and Chief Financial Officer
|