x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
58-2086934
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
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
|
|
|
|
|
in thousands (except share and per share data)
|
December 31,
2019 |
|
September 30,
2019 |
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,277
|
|
|
$
|
106,741
|
|
Restricted cash
|
18,759
|
|
|
16,053
|
|
||
Accounts receivable (net of allowance of $313 and $304, respectively)
|
19,439
|
|
|
26,395
|
|
||
Income tax receivable
|
4,612
|
|
|
4,935
|
|
||
Owned inventory
|
1,574,280
|
|
|
1,504,248
|
|
||
Investments in unconsolidated entities
|
3,930
|
|
|
3,962
|
|
||
Deferred tax assets, net
|
247,382
|
|
|
246,957
|
|
||
Property and equipment, net
|
26,623
|
|
|
27,421
|
|
||
Operating lease right-of-use assets
|
12,975
|
|
|
—
|
|
||
Goodwill
|
11,376
|
|
|
11,376
|
|
||
Other assets
|
7,451
|
|
|
9,556
|
|
||
Total assets
|
$
|
1,968,104
|
|
|
$
|
1,957,644
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Trade accounts payable
|
$
|
110,153
|
|
|
$
|
131,152
|
|
Operating lease liabilities
|
15,158
|
|
|
—
|
|
||
Other liabilities
|
95,451
|
|
|
109,429
|
|
||
Total debt (net of debt issuance costs of $12,080 and $12,470, respectively)
|
1,208,062
|
|
|
1,178,309
|
|
||
Total liabilities
|
1,428,824
|
|
|
1,418,890
|
|
||
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, 31,383,068 issued and outstanding and 30,933,110 issued and outstanding, respectively)
|
31
|
|
|
31
|
|
||
Paid-in capital
|
852,055
|
|
|
854,275
|
|
||
Accumulated deficit
|
(312,806
|
)
|
|
(315,552
|
)
|
||
Total stockholders’ equity
|
539,280
|
|
|
538,754
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,968,104
|
|
|
$
|
1,957,644
|
|
|
Three Months Ended
|
|
||||||
|
December 31,
|
|
||||||
in thousands (except per share data)
|
2019
|
|
2018
|
|
||||
Total revenue
|
$
|
417,804
|
|
|
$
|
402,040
|
|
|
Home construction and land sales expenses
|
354,667
|
|
|
340,378
|
|
|
||
Inventory impairments and abandonments
|
—
|
|
|
1,007
|
|
|
||
Gross profit
|
63,137
|
|
|
60,655
|
|
|
||
Commissions
|
16,065
|
|
|
15,737
|
|
|
||
General and administrative expenses
|
39,699
|
|
|
38,642
|
|
|
||
Depreciation and amortization
|
3,427
|
|
|
2,770
|
|
|
||
Operating income
|
3,946
|
|
|
3,506
|
|
|
||
Equity in loss of unconsolidated entities
|
(13
|
)
|
|
(64
|
)
|
|
||
Other expense, net
|
(1,340
|
)
|
|
(42
|
)
|
|
||
Income from continuing operations before income taxes
|
2,593
|
|
|
3,400
|
|
|
||
Benefit from income taxes
|
(211
|
)
|
|
(3,922
|
)
|
|
||
Income from continuing operations
|
2,804
|
|
|
7,322
|
|
|
||
Loss from discontinued operations, net of tax
|
(58
|
)
|
|
(11
|
)
|
|
||
Net income
|
$
|
2,746
|
|
|
$
|
7,311
|
|
|
Weighted average number of shares:
|
|
|
|
|
||||
Basic
|
29,746
|
|
|
31,801
|
|
|
||
Diluted
|
30,138
|
|
|
32,055
|
|
|
||
Basic income per share:
|
|
|
|
|
||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
||
Total
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
Diluted income per share:
|
|
|
|
|
||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
||
Total
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
|
Three Months Ended December 31, 2019
|
|||||||||||||||||
|
Common Stock
|
|
Paid-in Capital
|
|
Accumulated Deficit
|
|
|
|||||||||||
in thousands
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
Balance as of September 30, 2019
|
30,933
|
|
|
$
|
31
|
|
|
$
|
854,275
|
|
|
$
|
(315,552
|
)
|
|
$
|
538,754
|
|
Net income and comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
2,746
|
|
|
2,746
|
|
||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
2,311
|
|
|
—
|
|
|
2,311
|
|
||||
Exercises of stock options
|
47
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
173
|
|
||||
Shares issued under employee stock plans, net
|
574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture and other settlements of restricted stock
|
(1
|
)
|
|
—
|
|
|
(2,058
|
)
|
|
—
|
|
|
(2,058
|
)
|
||||
Common stock redeemed for tax liability
|
(170
|
)
|
|
—
|
|
|
(2,646
|
)
|
|
—
|
|
|
(2,646
|
)
|
||||
Balance as of December 31, 2019
|
31,383
|
|
|
$
|
31
|
|
|
$
|
852,055
|
|
|
$
|
(312,806
|
)
|
|
$
|
539,280
|
|
|
Three Months Ended December 31, 2018
|
|||||||||||||||||
|
Common Stock
|
|
Paid-in Capital
|
|
Accumulated Deficit
|
|
|
|||||||||||
in thousands
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
Balance as of September 30, 2018
|
33,522
|
|
|
$
|
34
|
|
|
$
|
880,025
|
|
|
$
|
(236,032
|
)
|
|
$
|
644,027
|
|
Net income and comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,311
|
|
|
7,311
|
|
||||
Amortization of nonvested stock awards
|
—
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
|
2,114
|
|
||||
Exercises of stock options
|
1
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Shares issued under employee stock plans, net
|
910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeiture of restricted stock
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common stock redeemed for tax liability
|
(176
|
)
|
|
—
|
|
|
(1,850
|
)
|
|
—
|
|
|
(1,850
|
)
|
||||
Share repurchases
|
(1,554
|
)
|
|
(1
|
)
|
|
(16,499
|
)
|
|
—
|
|
|
(16,500
|
)
|
||||
Balance as of December 31, 2018
|
32,675
|
|
|
$
|
33
|
|
|
$
|
863,797
|
|
|
$
|
(228,721
|
)
|
|
$
|
635,109
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
2,746
|
|
|
$
|
7,311
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,427
|
|
|
2,770
|
|
||
Stock-based compensation expense
|
2,311
|
|
|
2,114
|
|
||
Inventory impairments and abandonments
|
—
|
|
|
1,007
|
|
||
Deferred and other income tax benefit
|
(228
|
)
|
|
(4,070
|
)
|
||
Gain on sale of fixed assets
|
(63
|
)
|
|
(35
|
)
|
||
Change in allowance for doubtful accounts
|
9
|
|
|
—
|
|
||
Equity in loss of unconsolidated entities
|
13
|
|
|
65
|
|
||
Cash distributions of income from unconsolidated entities
|
—
|
|
|
320
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Decrease in accounts receivable
|
6,947
|
|
|
5,298
|
|
||
Decrease in income tax receivable
|
303
|
|
|
—
|
|
||
Increase in inventory
|
(68,999
|
)
|
|
(29,722
|
)
|
||
Decrease in other assets
|
1,978
|
|
|
1,430
|
|
||
Decrease in trade accounts payable
|
(20,999
|
)
|
|
(26,568
|
)
|
||
Decrease in other liabilities
|
(11,975
|
)
|
|
(14,610
|
)
|
||
Net cash used in operating activities
|
(84,530
|
)
|
|
(54,690
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(2,632
|
)
|
|
(6,354
|
)
|
||
Proceeds from sale of fixed assets
|
66
|
|
|
54
|
|
||
Return of capital from unconsolidated entities
|
19
|
|
|
—
|
|
||
Net cash used in investing activities
|
(2,547
|
)
|
|
(6,300
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of debt
|
(1,150
|
)
|
|
(1,479
|
)
|
||
Repayment of borrowings from credit facility
|
(95,000
|
)
|
|
(75,000
|
)
|
||
Borrowings from credit facility
|
125,000
|
|
|
100,000
|
|
||
Debt issuance costs
|
—
|
|
|
(400
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(16,500
|
)
|
||
Tax payments for stock-based compensation awards
|
(2,646
|
)
|
|
(1,850
|
)
|
||
Stock option exercises and other financing activities
|
(1,885
|
)
|
|
7
|
|
||
Net cash provided by financing activities
|
24,319
|
|
|
4,778
|
|
||
Decrease in cash, cash equivalents, and restricted cash
|
(62,758
|
)
|
|
(56,212
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
122,794
|
|
|
153,248
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
60,036
|
|
|
$
|
97,036
|
|
•
|
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
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Homebuilding revenue
|
$
|
417,399
|
|
|
$
|
400,982
|
|
Land sales and other revenue
|
405
|
|
|
1,058
|
|
||
Total revenue (a)
|
$
|
417,804
|
|
|
$
|
402,040
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Supplemental disclosure of non-cash activity:
|
|
|
|
||||
Beginning operating lease right-of-use asset (ASC 842 adoption)
|
$
|
13,895
|
|
|
—
|
|
|
Beginning operating lease right-of-use liability (ASC 842 adoption)
|
16,028
|
|
|
—
|
|
||
Supplemental disclosure of cash activity:
|
|
|
|
||||
Interest payments
|
$
|
15,954
|
|
|
$
|
13,986
|
|
Income tax payments
|
—
|
|
|
121
|
|
||
Tax refunds received
|
303
|
|
|
1,148
|
|
||
Reconciliation of cash, cash equivalents, and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,277
|
|
|
$
|
84,399
|
|
Restricted cash
|
18,759
|
|
|
12,637
|
|
||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
$
|
60,036
|
|
|
$
|
97,036
|
|
in thousands
|
December 31, 2019
|
|
September 30, 2019
|
||||
Investment in unconsolidated entities
|
$
|
3,930
|
|
|
$
|
3,962
|
|
Total equity of unconsolidated entities
|
8,501
|
|
|
9,969
|
|
||
Total outstanding borrowings of unconsolidated entities
|
12,618
|
|
|
12,658
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Equity in loss of unconsolidated entities
|
$
|
(13
|
)
|
|
$
|
(64
|
)
|
in thousands
|
December 31, 2019
|
|
September 30, 2019
|
||||
Homes under construction
|
$
|
580,580
|
|
|
$
|
507,542
|
|
Development projects in progress
|
732,380
|
|
|
738,201
|
|
||
Land held for future development
|
28,531
|
|
|
28,531
|
|
||
Land held for sale
|
11,443
|
|
|
12,662
|
|
||
Capitalized interest
|
137,010
|
|
|
136,565
|
|
||
Model homes
|
84,336
|
|
|
80,747
|
|
||
Total owned inventory
|
$
|
1,574,280
|
|
|
$
|
1,504,248
|
|
in thousands
|
Projects in
Progress (a)
|
|
Land Held for Future Development
|
|
Land Held for Sale
|
|
Total Owned
Inventory
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
West Segment
|
$
|
733,525
|
|
|
$
|
3,483
|
|
|
$
|
4,235
|
|
|
$
|
741,243
|
|
East Segment
|
270,930
|
|
|
14,077
|
|
|
3,810
|
|
|
288,817
|
|
||||
Southeast Segment
|
333,623
|
|
|
10,971
|
|
|
3,398
|
|
|
347,992
|
|
||||
Corporate and unallocated (b)
|
196,228
|
|
|
—
|
|
|
—
|
|
|
196,228
|
|
||||
Total
|
$
|
1,534,306
|
|
|
$
|
28,531
|
|
|
$
|
11,443
|
|
|
$
|
1,574,280
|
|
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
|
|
in thousands
|
Deposits &
Non-refundable
Pre-acquisition
Costs Incurred
|
|
Remaining
Obligation
|
||||
As of December 31, 2019
|
|
|
|
||||
Unconsolidated lot option agreements
|
$
|
74,836
|
|
|
$
|
386,762
|
|
As of September 30, 2019
|
|
|
|
||||
Unconsolidated lot option agreements
|
$
|
78,202
|
|
|
$
|
389,705
|
|
|
Three Months Ended December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Capitalized interest in inventory, beginning of period
|
$
|
136,565
|
|
|
$
|
144,645
|
|
Interest incurred
|
21,556
|
|
|
24,921
|
|
||
Capitalized interest impaired
|
—
|
|
|
(115
|
)
|
||
Interest expense not qualified for capitalization and included as other expense (a)
|
(1,442
|
)
|
|
(242
|
)
|
||
Capitalized interest amortized to home construction and land sales expenses (b)
|
(19,669
|
)
|
|
(17,323
|
)
|
||
Capitalized interest in inventory, end of period
|
$
|
137,010
|
|
|
$
|
151,886
|
|
in thousands
|
Final Maturity Date
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
Senior Unsecured Term Loan (Term Loan)
|
September 2022
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
6 3/4% Senior Notes (2025 Notes)
|
March 2025
|
|
229,555
|
|
|
229,555
|
|
||
5 7/8% Senior Notes (2027 Notes)
|
October 2027
|
|
394,000
|
|
|
394,000
|
|
||
7 1/4% Senior Notes (2029 Notes)
|
October 2029
|
|
350,000
|
|
|
350,000
|
|
||
Unamortized debt issuance costs
|
|
|
(12,080
|
)
|
|
(12,470
|
)
|
||
Total Senior Notes, net
|
|
|
1,111,475
|
|
|
1,111,085
|
|
||
Junior Subordinated Notes (net of unamortized accretion of $34,186 and $34,703, respectively)
|
July 2036
|
|
66,587
|
|
|
66,070
|
|
||
Revolving Credit Facility
|
February 2022
|
|
30,000
|
|
|
—
|
|
||
Other Secured Notes payable
|
Various Dates
|
|
—
|
|
|
1,154
|
|
||
Total debt, net
|
|
|
$
|
1,208,062
|
|
|
$
|
1,178,309
|
|
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.
|
Weighted-average remaining lease term
|
4.4 years
|
Weighted-average discount rate
|
4.94%
|
Fiscal Years Ending September 30,
|
|
||
in thousands
|
|
||
2020 (a)
|
$
|
3,474
|
|
2021
|
4,217
|
|
|
2022
|
3,378
|
|
|
2023
|
2,560
|
|
|
2024
|
1,435
|
|
|
Thereafter
|
1,838
|
|
|
Total lease payments (b)
|
$
|
16,902
|
|
Less: Imputed interest
|
$
|
1,744
|
|
Total operating lease liabilities
|
$
|
15,158
|
|
|
Three Months Ended
|
|
||||||
|
December 31,
|
|
||||||
in thousands
|
2019
|
|
2018
|
|
||||
Balance at beginning of period
|
$
|
13,388
|
|
|
$
|
15,331
|
|
|
Accruals for warranties issued (a)
|
1,665
|
|
|
2,305
|
|
|
||
Changes in liability related to warranties existing in prior periods
|
67
|
|
|
(1,874
|
)
|
|
||
Payments made
|
(2,474
|
)
|
|
(2,330
|
)
|
|
||
Balance at end of period
|
$
|
12,646
|
|
|
$
|
13,432
|
|
|
•
|
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 December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets (a)
|
$
|
—
|
|
|
$
|
2,136
|
|
|
$
|
—
|
|
|
$
|
2,136
|
|
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 December 31, 2019
|
|
As of September 30, 2019
|
||||||||||||
in thousands
|
Carrying
Amount (a) |
|
Fair Value
|
|
Carrying
Amount (a) |
|
Fair Value
|
||||||||
Senior Notes (b)
|
$
|
1,111,475
|
|
|
$
|
1,167,303
|
|
|
$
|
1,111,085
|
|
|
$
|
1,115,011
|
|
Junior Subordinated Notes (c)
|
66,587
|
|
|
66,587
|
|
|
66,070
|
|
|
66,070
|
|
||||
Total
|
$
|
1,178,062
|
|
|
$
|
1,233,890
|
|
|
$
|
1,177,155
|
|
|
$
|
1,181,081
|
|
|
Three Months Ended
|
|||||
|
December 31, 2019
|
|||||
|
Shares
|
|
Weighted Average
Exercise Price |
|||
Outstanding at beginning of period
|
523,754
|
|
|
$
|
14.34
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(123,367
|
)
|
|
11.08
|
|
|
Cancelled
|
(100
|
)
|
|
15.47
|
|
|
Outstanding at end of period
|
400,287
|
|
|
$
|
15.35
|
|
Exercisable at end of period
|
363,931
|
|
|
$
|
15.64
|
|
Vested or expected to vest in the future
|
398,358
|
|
|
$
|
15.38
|
|
|
Three Months Ended December 31, 2019
|
|||||||
|
Performance-Based Restricted Shares
|
|
Time-Based Restricted Shares
|
|
Total Restricted Shares
|
|||
Beginning of period
|
778,814
|
|
|
611,607
|
|
|
1,390,421
|
|
Granted
|
260,131
|
|
|
313,829
|
|
|
573,960
|
|
Vested
|
(242,921
|
)
|
|
(289,648
|
)
|
|
(532,569
|
)
|
Forfeited
|
—
|
|
|
(1,202
|
)
|
|
(1,202
|
)
|
End of period
|
796,024
|
|
|
634,586
|
|
|
1,430,610
|
|
|
Three Months Ended December 31,
|
||||||
in thousands, except per share data
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Income from continuing operations
|
$
|
2,804
|
|
|
$
|
7,322
|
|
Loss from discontinued operations, net of tax
|
(58
|
)
|
|
(11
|
)
|
||
Net income
|
$
|
2,746
|
|
|
$
|
7,311
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Basic weighted-average shares
|
29,746
|
|
|
31,801
|
|
||
Dilutive effect of restricted stock awards
|
353
|
|
|
243
|
|
||
Dilutive effect of stock options
|
39
|
|
|
11
|
|
||
Diluted weighted-average shares (a)
|
30,138
|
|
|
32,055
|
|
||
|
|
|
|
||||
Basic income per share:
|
|
|
|
||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
0.23
|
|
Discontinued operations
|
—
|
|
|
—
|
|
||
Total
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
|
|
|
||||
Diluted income per share:
|
|
|
|
||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
0.23
|
|
Discontinued operations
|
—
|
|
|
—
|
|
||
Total
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
Three Months Ended December 31,
|
||||
in thousands
|
2019
|
|
2018
|
||
Stock options
|
210,509
|
|
|
493
|
|
Time-based restricted stock
|
—
|
|
|
195
|
|
in thousands
|
December 31, 2019
|
|
September 30, 2019
|
||||
Accrued bonus and deferred compensation
|
$
|
22,254
|
|
|
$
|
36,237
|
|
Accrued interest
|
17,328
|
|
|
12,767
|
|
||
Customer deposits
|
13,910
|
|
|
11,539
|
|
||
Accrued warranty expense
|
12,646
|
|
|
13,388
|
|
||
Litigation accrual
|
3,462
|
|
|
3,420
|
|
||
Income tax liabilities
|
825
|
|
|
648
|
|
||
Other
|
25,026
|
|
|
31,430
|
|
||
Total
|
$
|
95,451
|
|
|
$
|
109,429
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Operating income (a)
|
|
|
|
||||
West
|
$
|
30,331
|
|
|
$
|
24,261
|
|
East
|
5,321
|
|
|
5,395
|
|
||
Southeast
|
3,156
|
|
|
1,380
|
|
||
Segment total
|
38,808
|
|
|
31,036
|
|
||
Corporate and unallocated (b)
|
(34,862
|
)
|
|
(27,530
|
)
|
||
Total operating income
|
$
|
3,946
|
|
|
$
|
3,506
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Depreciation and amortization
|
|
|
|
||||
West
|
$
|
1,808
|
|
|
$
|
1,278
|
|
East
|
554
|
|
|
538
|
|
||
Southeast
|
540
|
|
|
610
|
|
||
Segment total
|
2,902
|
|
|
2,426
|
|
||
Corporate and unallocated (b)
|
525
|
|
|
344
|
|
||
Total depreciation and amortization
|
$
|
3,427
|
|
|
$
|
2,770
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Capital Expenditures
|
|
|
|
||||
West
|
$
|
1,484
|
|
|
$
|
2,651
|
|
East
|
452
|
|
|
762
|
|
||
Southeast
|
516
|
|
|
859
|
|
||
Corporate and unallocated
|
180
|
|
|
2,082
|
|
||
Total capital expenditures
|
$
|
2,632
|
|
|
$
|
6,354
|
|
in thousands
|
December 31, 2019
|
|
September 30, 2019
|
||||
Assets
|
|
|
|
||||
West
|
$
|
764,868
|
|
|
$
|
751,110
|
|
East
|
298,389
|
|
|
286,340
|
|
||
Southeast
|
368,332
|
|
|
359,431
|
|
||
Corporate and unallocated (a)
|
536,515
|
|
|
560,763
|
|
||
Total assets
|
$
|
1,968,104
|
|
|
$
|
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
|
$
|
35,258
|
|
|
$
|
6,007
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
41,277
|
|
Restricted cash
|
17,847
|
|
|
912
|
|
|
—
|
|
|
—
|
|
|
18,759
|
|
|||||
Accounts receivable (net of allowance of $313)
|
—
|
|
|
19,439
|
|
|
—
|
|
|
—
|
|
|
19,439
|
|
|||||
Income tax receivable
|
4,612
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,612
|
|
|||||
Owned inventory
|
—
|
|
|
1,574,280
|
|
|
—
|
|
|
—
|
|
|
1,574,280
|
|
|||||
Investments in unconsolidated entities
|
773
|
|
|
3,157
|
|
|
—
|
|
|
—
|
|
|
3,930
|
|
|||||
Deferred tax assets, net
|
247,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247,382
|
|
|||||
Property and equipment, net
|
—
|
|
|
26,623
|
|
|
—
|
|
|
—
|
|
|
26,623
|
|
|||||
Operating lease right-of-use assets
|
—
|
|
|
12,975
|
|
|
—
|
|
|
—
|
|
|
12,975
|
|
|||||
Investments in subsidiaries
|
711,246
|
|
|
—
|
|
|
—
|
|
|
(711,246
|
)
|
|
—
|
|
|||||
Intercompany
|
748,246
|
|
|
—
|
|
|
1,676
|
|
|
(749,922
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
11,376
|
|
|
—
|
|
|
—
|
|
|
11,376
|
|
|||||
Other assets
|
1,098
|
|
|
6,353
|
|
|
—
|
|
|
—
|
|
|
7,451
|
|
|||||
Total assets
|
$
|
1,766,462
|
|
|
$
|
1,661,122
|
|
|
$
|
1,688
|
|
|
$
|
(1,461,168
|
)
|
|
$
|
1,968,104
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
—
|
|
|
$
|
110,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110,153
|
|
Operating lease liabilities
|
—
|
|
|
15,158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,158
|
|
||
Other liabilities
|
17,444
|
|
|
77,991
|
|
|
16
|
|
|
—
|
|
|
95,451
|
|
|||||
Intercompany
|
1,676
|
|
|
748,246
|
|
|
—
|
|
|
(749,922
|
)
|
|
—
|
|
|||||
Total debt (net of premium and debt issuance costs)
|
1,208,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,208,062
|
|
|||||
Total liabilities
|
1,227,182
|
|
|
951,548
|
|
|
16
|
|
|
(749,922
|
)
|
|
1,428,824
|
|
|||||
Stockholders’ equity
|
539,280
|
|
|
709,574
|
|
|
1,672
|
|
|
(711,246
|
)
|
|
539,280
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,766,462
|
|
|
$
|
1,661,122
|
|
|
$
|
1,688
|
|
|
$
|
(1,461,168
|
)
|
|
$
|
1,968,104
|
|
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. |
||||||||||
Three Months Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
417,804
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
417,804
|
|
Home construction and land sales expenses
|
19,669
|
|
|
334,998
|
|
|
—
|
|
|
—
|
|
|
354,667
|
|
|||||
Gross (loss) profit
|
(19,669
|
)
|
|
82,806
|
|
|
—
|
|
|
—
|
|
|
63,137
|
|
|||||
Commissions
|
—
|
|
|
16,065
|
|
|
—
|
|
|
—
|
|
|
16,065
|
|
|||||
General and administrative expenses
|
—
|
|
|
39,699
|
|
|
—
|
|
|
—
|
|
|
39,699
|
|
|||||
Depreciation and amortization
|
—
|
|
|
3,427
|
|
|
—
|
|
|
—
|
|
|
3,427
|
|
|||||
Operating (loss) income
|
(19,669
|
)
|
|
23,615
|
|
|
—
|
|
|
—
|
|
|
3,946
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Other (expense) income, net
|
(1,442
|
)
|
|
102
|
|
|
—
|
|
|
—
|
|
|
(1,340
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(21,111
|
)
|
|
23,704
|
|
|
—
|
|
|
—
|
|
|
2,593
|
|
|||||
(Benefit) expense from income taxes
|
(1,900
|
)
|
|
1,689
|
|
|
—
|
|
|
—
|
|
|
(211
|
)
|
|||||
Equity in income of subsidiaries
|
22,015
|
|
|
—
|
|
|
—
|
|
|
(22,015
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
2,804
|
|
|
22,015
|
|
|
—
|
|
|
(22,015
|
)
|
|
2,804
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(49
|
)
|
|
(9
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Equity in loss of subsidiaries from discontinued operations
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
2,746
|
|
|
$
|
21,966
|
|
|
$
|
(9
|
)
|
|
$
|
(21,957
|
)
|
|
$
|
2,746
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Three Months Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
$
|
—
|
|
|
$
|
402,040
|
|
|
$
|
115
|
|
|
$
|
(115
|
)
|
|
$
|
402,040
|
|
Home construction and land sales expenses
|
17,323
|
|
|
323,170
|
|
|
—
|
|
|
(115
|
)
|
|
340,378
|
|
|||||
Inventory impairments and abandonments
|
115
|
|
|
892
|
|
|
—
|
|
|
—
|
|
|
1,007
|
|
|||||
Gross (loss) profit
|
(17,438
|
)
|
|
77,978
|
|
|
115
|
|
|
—
|
|
|
60,655
|
|
|||||
Commissions
|
—
|
|
|
15,737
|
|
|
—
|
|
|
—
|
|
|
15,737
|
|
|||||
General and administrative expenses
|
—
|
|
|
38,646
|
|
|
(4
|
)
|
|
—
|
|
|
38,642
|
|
|||||
Depreciation and amortization
|
—
|
|
|
2,770
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
|||||
Operating (loss) income
|
(17,438
|
)
|
|
20,825
|
|
|
119
|
|
|
—
|
|
|
3,506
|
|
|||||
Equity in income of unconsolidated entities
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||
Other (expense) income, net
|
(242
|
)
|
|
204
|
|
|
(4
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(17,680
|
)
|
|
20,965
|
|
|
115
|
|
|
—
|
|
|
3,400
|
|
|||||
Expense (benefit) from income taxes
|
20,385
|
|
|
(24,336
|
)
|
|
29
|
|
|
—
|
|
|
(3,922
|
)
|
|||||
Equity in income of subsidiaries
|
45,387
|
|
|
—
|
|
|
—
|
|
|
(45,387
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
7,322
|
|
|
45,301
|
|
|
86
|
|
|
(45,387
|
)
|
|
7,322
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(7
|
)
|
|
(4
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Equity in loss of subsidiaries from discontinued operations
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|||||
Net income
|
$
|
7,311
|
|
|
$
|
45,294
|
|
|
$
|
82
|
|
|
$
|
(45,376
|
)
|
|
$
|
7,311
|
|
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Three Months Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
$
|
(35,926
|
)
|
|
$
|
(48,490
|
)
|
|
$
|
(114
|
)
|
|
$
|
—
|
|
|
$
|
(84,530
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(2,632
|
)
|
|
—
|
|
|
—
|
|
|
(2,632
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||
Return of capital from unconsolidated entities
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Advances to/from subsidiaries
|
(21,906
|
)
|
|
—
|
|
|
117
|
|
|
21,789
|
|
|
—
|
|
|||||
Net cash (used in) provided by investing activities
|
(21,906
|
)
|
|
(2,547
|
)
|
|
117
|
|
|
21,789
|
|
|
(2,547
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
—
|
|
|
(1,150
|
)
|
|
—
|
|
|
—
|
|
|
(1,150
|
)
|
|||||
Repayment of borrowings from credit facility
|
(95,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,000
|
)
|
|||||
Borrowings from credit facility
|
125,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|||||
Tax payments for stock-based compensation awards
|
(2,646
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,646
|
)
|
|||||
Stock option exercises and other financing activities
|
(1,885
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,885
|
)
|
|||||
Advances to/from subsidiaries
|
—
|
|
|
21,789
|
|
|
—
|
|
|
(21,789
|
)
|
|
—
|
|
|||||
Net cash provided by financing activities
|
25,469
|
|
|
20,639
|
|
|
—
|
|
|
(21,789
|
)
|
|
24,319
|
|
|||||
Decrease in cash, cash equivalents, and restricted cash
|
(32,363
|
)
|
|
(30,398
|
)
|
|
3
|
|
|
—
|
|
|
(62,758
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
85,464
|
|
|
37,321
|
|
|
9
|
|
|
—
|
|
|
122,794
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
53,101
|
|
|
$
|
6,923
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
60,036
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
in thousands
|
Beazer Homes
USA, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating
Adjustments |
|
Consolidated
Beazer Homes USA, Inc. |
||||||||||
Three Months Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash used in operating activities
|
$
|
(31,908
|
)
|
|
$
|
(22,756
|
)
|
|
$
|
(26
|
)
|
|
$
|
—
|
|
|
$
|
(54,690
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(6,354
|
)
|
|
—
|
|
|
—
|
|
|
(6,354
|
)
|
|||||
Proceeds from sale of fixed assets
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Return of capital from unconsolidated entities
|
532
|
|
|
—
|
|
|
(532
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances to/from subsidiaries
|
21,204
|
|
|
—
|
|
|
—
|
|
|
(21,204
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
21,736
|
|
|
(6,300
|
)
|
|
(532
|
)
|
|
(21,204
|
)
|
|
(6,300
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of debt
|
(11
|
)
|
|
(1,468
|
)
|
|
—
|
|
|
—
|
|
|
(1,479
|
)
|
|||||
Proceeds from issuance of new debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Borrowings from credit facility
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Repurchase of common stock
|
(16,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,500
|
)
|
|||||
Repayment of borrowings from credit facility
|
(75,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
|||||
Debt issuance costs
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||||
Tax payments for stock-based compensation awards
|
(1,850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|||||
Stock option exercises and other financing activities
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Advances to/from subsidiaries
|
—
|
|
|
(21,204
|
)
|
|
—
|
|
|
21,204
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
6,246
|
|
|
(22,672
|
)
|
|
—
|
|
|
21,204
|
|
|
4,778
|
|
|||||
Decrease in cash, cash equivalents, and restricted cash
|
(3,926
|
)
|
|
(51,728
|
)
|
|
(558
|
)
|
|
—
|
|
|
(56,212
|
)
|
|||||
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
|
$
|
100,870
|
|
|
$
|
(3,851
|
)
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
97,036
|
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Total revenue
|
$
|
—
|
|
|
$
|
55
|
|
Home construction and land sales expenses
|
1
|
|
|
33
|
|
||
Gross (loss) profit
|
(1
|
)
|
|
22
|
|
||
General and administrative expenses
|
74
|
|
|
33
|
|
||
Operating loss
|
(75
|
)
|
|
(11
|
)
|
||
Equity in loss of unconsolidated entities
|
—
|
|
|
(1
|
)
|
||
Other expense, net
|
—
|
|
|
(1
|
)
|
||
Loss from discontinued operations before income taxes
|
(75
|
)
|
|
(13
|
)
|
||
Benefit from income taxes
|
(17
|
)
|
|
(2
|
)
|
||
Loss from discontinued operations, net of tax
|
$
|
(58
|
)
|
|
$
|
(11
|
)
|
•
|
Income tax benefit from continuing operations was $0.2 million during the current quarter primarily due to the recognition of $0.7 million of energy efficient homebuilding tax credits, as compared to $7.3 million income tax benefit for the prior year quarter primarily driven by $5.3 million of energy efficient homebuilding tax credits recognized during the quarter. Refer to Note 10 of the notes to the condensed consolidated financial statements for additional details.
|
•
|
We recognized no inventory impairments in the current quarter compared to $1.0 million of inventory impairments recognized in the prior year quarter.
|
•
|
Sales per community per month was 2.5 for the quarter ended December 31, 2019 compared to 2.0 for the quarter ended December 31, 2018. Our strong emphasis on sales absorptions allowed us to expand the unit and dollar value of our backlog despite higher year-over-year closings. Sales per community per month remained unchanged at 2.9 for the trailing 12 months ended December 31, 2019 versus a year ago and is within the competitive range of 2.8 to 3.2 we established for fiscal 2020.
|
•
|
Our ASP for homes closed during the quarter ended December 31, 2019 was $375.4 thousand, up 1.4% compared to the prior year quarter. ASP for closings during the trailing 12 months ended December 31, 2019 was $378.7 thousand, up 3.8% year-over-year, and our ASP in backlog as of December 31, 2019 has risen 1.9% versus the prior year quarter to $396.4 thousand. The dollar value of backlog increased by 23.4% year-over-year from $593.1 million to $732.1 million due to increases in backlog units and ASP in backlog.
|
•
|
During the quarter ended December 31, 2019, we had an average active community count of 168, up 5.2% from the prior year quarter. We ended the current quarter with 166 active communities. We invested $146.0 million in land acquisition and land development during the current quarter compared to $121.0 million in the prior year quarter. We continually 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.
|
•
|
Homebuilding gross margin excluding impairments and abandonments and interest for the quarter ended December 31, 2019 was 19.8%, up from 19.7% in the prior year quarter. For the trailing 12 months ended December 31, 2019, this adjusted gross margin was 19.8%. With our improving sales pace and strong backlog, we believe opportunities remain for gross margin expansion through maximizing revenue while reducing costs by simplifying our product offerings.
|
•
|
SG&A for the quarter ended December 31, 2019 was 13.3% of total revenue compared to 13.5% in the prior year quarter. SG&A for the trailing 12 months ended December 31, 2019 was 11.5% of total revenue, a decrease of 30 basis points from the trailing 12 months ended December 31, 2018. 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.
|
|
Three Months Ended
|
||||||
|
December 31,
|
||||||
$ in thousands
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
||||
Homebuilding
|
$
|
417,399
|
|
|
$
|
400,982
|
|
Land sales and other
|
405
|
|
|
1,058
|
|
||
Total
|
$
|
417,804
|
|
|
$
|
402,040
|
|
Gross profit:
|
|
|
|
||||
Homebuilding
|
$
|
63,108
|
|
|
$
|
60,619
|
|
Land sales and other
|
29
|
|
|
36
|
|
||
Total
|
$
|
63,137
|
|
|
$
|
60,655
|
|
Gross margin:
|
|
|
|
||||
Homebuilding
|
15.1
|
%
|
|
15.1
|
%
|
||
Land sales and other
|
7.2
|
%
|
|
3.4
|
%
|
||
Total
|
15.1
|
%
|
|
15.1
|
%
|
||
Commissions
|
$
|
16,065
|
|
|
$
|
15,737
|
|
General and administrative expenses (G&A)
|
$
|
39,699
|
|
|
$
|
38,642
|
|
SG&A (commissions plus G&A) as a percentage of total revenue
|
13.3
|
%
|
|
13.5
|
%
|
||
G&A as a percentage of total revenue
|
9.5
|
%
|
|
9.6
|
%
|
||
Depreciation and amortization
|
$
|
3,427
|
|
|
$
|
2,770
|
|
Operating income
|
$
|
3,946
|
|
|
$
|
3,506
|
|
Operating income as a percentage of total revenue
|
0.9
|
%
|
|
0.9
|
%
|
||
Effective tax rate (a)
|
(8.1
|
)%
|
|
(115.4
|
)%
|
||
Equity in loss of unconsolidated entities
|
$
|
(13
|
)
|
|
$
|
(64
|
)
|
|
Three Months Ended December 31,
|
|
LTM Ended December 31, (a)
|
||||||||||||||||||||
in thousands
|
2019
|
|
2018
|
|
19 vs 18
|
|
2019
|
|
2018
|
|
19 vs 18
|
||||||||||||
Net income (loss)
|
$
|
2,746
|
|
|
$
|
7,311
|
|
|
$
|
(4,565
|
)
|
|
$
|
(84,085
|
)
|
|
$
|
92,883
|
|
|
$
|
(176,968
|
)
|
Benefit from income taxes
|
(228
|
)
|
|
(3,924
|
)
|
|
3,696
|
|
|
(33,549
|
)
|
|
(17,530
|
)
|
|
(16,019
|
)
|
||||||
Interest amortized to home construction and land sales expenses and capitalized interest impaired
|
19,669
|
|
|
17,438
|
|
|
2,231
|
|
|
111,172
|
|
|
94,075
|
|
|
17,097
|
|
||||||
Interest expense not qualified for capitalization
|
1,442
|
|
|
242
|
|
|
1,200
|
|
|
4,309
|
|
|
2,132
|
|
|
2,177
|
|
||||||
EBIT
|
23,629
|
|
|
21,067
|
|
|
2,562
|
|
|
(2,153
|
)
|
|
171,560
|
|
|
(173,713
|
)
|
||||||
Depreciation and amortization and stock-based compensation amortization
|
5,738
|
|
|
4,884
|
|
|
854
|
|
|
26,139
|
|
|
23,832
|
|
|
2,307
|
|
||||||
EBITDA
|
29,367
|
|
|
25,951
|
|
|
3,416
|
|
|
23,986
|
|
|
195,392
|
|
|
(171,406
|
)
|
||||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
24,920
|
|
|
1,935
|
|
|
22,985
|
|
||||||
Inventory impairments and abandonments (b)
|
—
|
|
|
892
|
|
|
(892
|
)
|
|
133,819
|
|
|
5,430
|
|
|
128,389
|
|
||||||
Joint venture impairment and abandonment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341
|
|
|
(341
|
)
|
||||||
Adjusted EBITDA
|
$
|
29,367
|
|
|
$
|
26,843
|
|
|
$
|
2,524
|
|
|
$
|
182,725
|
|
|
$
|
203,098
|
|
|
$
|
(20,373
|
)
|
|
Three Months Ended December 31,
|
|||||||||||||
|
New Orders, net
|
|
Cancellation Rates
|
|||||||||||
|
2019
|
|
2018
|
|
19 vs 18
|
|
2019
|
|
2018
|
|||||
West
|
737
|
|
|
519
|
|
|
42.0
|
%
|
|
15.6
|
%
|
|
19.2
|
%
|
East
|
233
|
|
|
201
|
|
|
15.9
|
%
|
|
14.7
|
%
|
|
20.9
|
%
|
Southeast
|
281
|
|
|
256
|
|
|
9.8
|
%
|
|
13.3
|
%
|
|
20.0
|
%
|
Total
|
1,251
|
|
|
976
|
|
|
28.2
|
%
|
|
14.9
|
%
|
|
19.8
|
%
|
|
As of December 31,
|
|||||||||
|
2019
|
|
2018
|
|
19 vs 18
|
|||||
Backlog Units:
|
|
|
|
|
|
|||||
West
|
1,025
|
|
|
776
|
|
|
32.1
|
%
|
||
East
|
382
|
|
|
294
|
|
|
29.9
|
%
|
||
Southeast
|
440
|
|
|
455
|
|
|
(3.3
|
)%
|
||
Total
|
1,847
|
|
|
1,525
|
|
|
21.1
|
%
|
||
Aggregate dollar value of homes in backlog (in millions)
|
$
|
732.1
|
|
|
$
|
593.1
|
|
|
23.4
|
%
|
ASP in backlog (in thousands)
|
$
|
396.4
|
|
|
$
|
388.9
|
|
|
1.9
|
%
|
|
Three Months Ended December 31,
|
|||||||||||||||||||||||||||||
|
Homebuilding Revenue
|
|
Average Selling Price
|
|
Closings
|
|||||||||||||||||||||||||
$ in thousands
|
2019
|
|
2018
|
|
19 vs 18
|
|
2019
|
|
2018
|
|
19 vs 18
|
|
2019
|
|
2018
|
|
19 vs 18
|
|||||||||||||
West
|
$
|
254,398
|
|
|
$
|
208,944
|
|
|
21.8
|
%
|
|
$
|
366.6
|
|
|
$
|
347.7
|
|
|
5.4
|
%
|
|
694
|
|
|
601
|
|
|
15.5
|
%
|
East
|
77,645
|
|
|
87,765
|
|
|
(11.5
|
)%
|
|
404.4
|
|
|
466.8
|
|
|
(13.4
|
)%
|
|
192
|
|
|
188
|
|
|
2.1
|
%
|
||||
Southeast
|
85,356
|
|
|
104,273
|
|
|
(18.1
|
)%
|
|
377.7
|
|
|
354.7
|
|
|
6.5
|
%
|
|
226
|
|
|
294
|
|
|
(23.1
|
)%
|
||||
Total
|
$
|
417,399
|
|
|
$
|
400,982
|
|
|
4.1
|
%
|
|
$
|
375.4
|
|
|
$
|
370.3
|
|
|
1.4
|
%
|
|
1,112
|
|
|
1,083
|
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2019
|
|||||||||||||||||||||||||||
$ in thousands
|
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
|
$
|
52,109
|
|
|
20.5
|
%
|
|
$
|
—
|
|
|
$
|
52,109
|
|
|
20.5
|
%
|
|
$
|
—
|
|
|
$
|
52,109
|
|
|
20.5
|
%
|
East
|
13,892
|
|
|
17.9
|
%
|
|
—
|
|
|
13,892
|
|
|
17.9
|
%
|
|
—
|
|
|
13,892
|
|
|
17.9
|
%
|
|||||
Southeast
|
13,460
|
|
|
15.8
|
%
|
|
—
|
|
|
13,460
|
|
|
15.8
|
%
|
|
—
|
|
|
13,460
|
|
|
15.8
|
%
|
|||||
Corporate & unallocated
|
(16,353
|
)
|
|
|
|
—
|
|
|
(16,353
|
)
|
|
|
|
19,669
|
|
|
3,316
|
|
|
|
||||||||
Total homebuilding
|
$
|
63,108
|
|
|
15.1
|
%
|
|
$
|
—
|
|
|
$
|
63,108
|
|
|
15.1
|
%
|
|
$
|
19,669
|
|
|
$
|
82,777
|
|
|
19.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Three Months Ended December 31, 2018
|
|||||||||||||||||||||||||||
$ in thousands
|
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
|
$
|
43,860
|
|
|
21.0
|
%
|
|
$
|
—
|
|
|
$
|
43,860
|
|
|
21.0
|
%
|
|
$
|
—
|
|
|
$
|
43,860
|
|
|
21.0
|
%
|
East
|
14,396
|
|
|
16.4
|
%
|
|
—
|
|
|
14,396
|
|
|
16.4
|
%
|
|
—
|
|
|
14,396
|
|
|
16.4
|
%
|
|||||
Southeast
|
14,105
|
|
|
13.5
|
%
|
|
858
|
|
|
14,963
|
|
|
14.3
|
%
|
|
—
|
|
|
14,963
|
|
|
14.3
|
%
|
|||||
Corporate & unallocated
|
(11,742
|
)
|
|
|
|
149
|
|
|
(11,593
|
)
|
|
|
|
17,323
|
|
|
5,730
|
|
|
|
||||||||
Total homebuilding
|
$
|
60,619
|
|
|
15.1
|
%
|
|
$
|
1,007
|
|
|
$
|
61,626
|
|
|
15.4
|
%
|
|
$
|
17,323
|
|
|
$
|
78,949
|
|
|
19.7
|
%
|
|
Land Sales and Other Revenue
|
|
Land Sales and Other Gross Profit (Loss)
|
||||||||||||||||||||
|
Three Months Ended December 31,
|
|
Three Months Ended December 31,
|
||||||||||||||||||||
in thousands
|
2019
|
|
2018
|
|
19 vs 18
|
|
2019
|
|
2018
|
|
19 vs 18
|
||||||||||||
West
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
East
|
395
|
|
|
981
|
|
|
(586
|
)
|
|
17
|
|
|
40
|
|
|
(23
|
)
|
||||||
Southeast
|
10
|
|
|
77
|
|
|
(67
|
)
|
|
12
|
|
|
(4
|
)
|
|
16
|
|
||||||
Total
|
$
|
405
|
|
|
$
|
1,058
|
|
|
$
|
(653
|
)
|
|
$
|
29
|
|
|
$
|
36
|
|
|
$
|
(7
|
)
|
|
Three Months Ended December 31,
|
||||||||||
in thousands
|
2019
|
|
2018
|
|
19 vs 18
|
||||||
West
|
$
|
30,331
|
|
|
$
|
24,261
|
|
|
$
|
6,070
|
|
East
|
5,321
|
|
|
5,395
|
|
|
(74
|
)
|
|||
Southeast
|
3,156
|
|
|
1,380
|
|
|
1,776
|
|
|||
Corporate and Unallocated (a)
|
(34,862
|
)
|
|
(27,530
|
)
|
|
(7,332
|
)
|
|||
Operating income (b)
|
$
|
3,946
|
|
|
$
|
3,506
|
|
|
$
|
440
|
|
|
Three Months Ended December 31,
|
||||||
in thousands
|
2019
|
|
2018
|
||||
Cash used in operating activities
|
$
|
(84,530
|
)
|
|
$
|
(54,690
|
)
|
Cash used in investing activities
|
(2,547
|
)
|
|
(6,300
|
)
|
||
Cash provided by financing activities
|
24,319
|
|
|
4,778
|
|
||
Net decrease in cash, cash equivalents, and restricted cash
|
$
|
(62,758
|
)
|
|
$
|
(56,212
|
)
|
•
|
$41.3 million in cash and cash equivalents;
|
•
|
$220.0 million of remaining capacity under the Credit Facility; and
|
•
|
$18.8 million of restricted cash, the majority of which is used to secure certain stand-alone letters of credit.
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
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.
|
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
|
XBRL Definition Linkbase Document
|
Date:
|
January 30, 2020
|
Beazer Homes USA, Inc.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Robert L. Salomon
|
|
|
|
Name:
|
Robert L. Salomon
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Beazer Homes USA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
January 30, 2020
|
|
|
|
|
/s/ Allan P. Merrill
|
|
|
Allan P. Merrill
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Beazer Homes USA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date:
|
January 30, 2020
|
|
|
|
|
/s/ Robert L. Salomon
|
|
|
Robert L. Salomon
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Date:
|
January 30, 2020
|
|
|
|
|
/s/ Allan P. Merrill
|
|
|
Allan P. Merrill
|
|
|
President and Chief Executive Officer
|
|
Date:
|
January 30, 2020
|
|
|
|
|
/s/ Robert L. Salomon
|
|
|
Robert L. Salomon
|
|
|
Executive Vice President and Chief Financial Officer
|