(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended September 30, 2010 | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 58-2086934 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Title of Securities
|
Exchanges on Which Registered
|
|
Common Stock, $.001 par value per share
|
New York Stock Exchange |
Large accelerated
filer
o
|
Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Part of 10-K
|
||||
Where Incorporated | ||||
Portions of the registrants Proxy Statement for the 2010
Annual Meeting of Stockholders
|
III |
2
| the final outcome of various putative class action lawsuits, multi-party suits and similar proceedings as well as the results of any other litigation or government proceedings and fulfillment of the obligations in the Deferred Prosecution Agreement and consent orders with governmental authorities and other settlement agreements; | |
| additional asset impairment charges or writedowns; | |
| economic changes nationally or in local markets, including changes in consumer confidence, declines in employment levels, volatility of mortgage interest rates and inflation; | |
| continued or increased downturn in the homebuilding industry; | |
| estimates related to homes to be delivered in the future (backlog) are imprecise as they are subject to various cancellation risks which cannot be fully controlled; | |
| continued or increased disruption in the availability of mortgage financing or number of foreclosures in the market; | |
| our cost of and ability to access capital and otherwise meet our ongoing liquidity needs including the impact of any downgrades of our credit ratings or reductions in our tangible net worth or liquidity levels; | |
| potential inability to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing; | |
| increased competition or delays in reacting to changing consumer preference in home design; | |
| shortages of or increased prices for labor, land or raw materials used in housing production; | |
| factors affecting margins such as decreased land values underlying land option agreements, increased land development costs on communities under development or delays or difficulties in implementing initiatives to reduce production and overhead cost structure; | |
| the performance of our joint ventures and our joint venture partners; | |
| the impact of construction defect and home warranty claims including those related to possible installation of drywall imported from China; | |
| the cost and availability of insurance and surety bonds; | |
| delays in land development or home construction resulting from adverse weather conditions; |
3
| potential delays or increased costs in obtaining necessary permits as a result of changes to, or complying with, laws, regulations, or governmental policies and possible penalties for failure to comply with such laws, regulations and governmental policies; | |
| effects of changes in accounting policies, standards, guidelines or principles; or | |
| terrorist acts, acts of war and other factors over which the Company has little or no control. |
4
9
29
30
31
38
42
86
104
105
106
107
Item 1.
Business
5
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6
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7
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8
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Market(s) / Year
Entered
Phoenix (1993)
Los Angeles County (1993), Orange County (1993), Riverside and
San Bernardino Counties (1993), San Diego County
(1992), Ventura County (1993), Sacramento (1993), Kern County
(2005)
Las Vegas (1993)
Dallas/Ft. Worth (1995), Houston (1995)
Indianapolis (2002)
Baltimore (1998), Metro-Washington, D.C. (1998), Delaware
(2003)
Central and Southern New Jersey (1998), Bucks County, PA (1998)
Nashville (1987)
Fairfax County (1998), Loudoun County (1998), Prince William
County (1998)
Tampa/St. Petersburg (1996), Orlando (1997), Sarasota (2005),
Tallahassee (2006), Panama City (2008)
Atlanta (1985), Savannah (2005)
Raleigh/Durham (1992)
Charleston (1987), Myrtle Beach (2002)
Table of Contents
2010
2009
2008
Number of
Average
Number of
Average
Number of
Average
Homes
Closing
Homes
Closing
Homes
Closing
Closed
Price
Closed
Price
Closed
Price
($ In 000s)
1,777
$
203.0
1,883
$
216.5
2,688
$
241.9
1,729
258.5
1,432
260.8
2,136
287.6
1,007
191.6
881
212.5
1,546
229.8
4,513
$
221.7
4,196
$
230.8
6,370
$
254.3
132
$
212.3
192
$
242.8
1,322
$
221.9
September 30, 2010
September 30, 2009
September 30, 2008
Units in
Dollar Value
Units in
Dollar Value
Units in
Dollar Value
Backlog
in Backlog
Backlog
in Backlog
Backlog
in Backlog
($ In 000s)
269
$
55,167
431
$
88,883
521
$
120,275
366
102,186
532
143,887
455
125,195
145
28,800
208
42,520
314
69,874
780
$
186,153
1,171
$
275,290
1,290
$
315,344
16
$
2,921
22
$
5,477
68
$
16,403
evaluate and select geographic markets;
allocate capital resources to particular markets for land
acquisitions;
maintain and develop relationships with lenders and capital
markets to create access to financial resources;
plan and design homes and community projects;
operate and manage information systems and technology support
operations; and
monitor the operations of our subsidiaries and divisions.
10
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internal and external demographic and marketing studies;
suitability for development during the time period of one to
five years from the beginning of the development process to the
last closing;
financial review as to the feasibility of the proposed project,
including profit margins and returns on capital employed;
the ability to secure governmental approvals and entitlements;
environmental and legal due diligence;
competition in the area;
proximity to local traffic corridors and amenities; and
managements judgment as to the real estate market and
economic trends and our experience in a particular market.
11
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Lots Owned
Total Lots
Homes Under
Finished
Lots for Current
Lots for Future
Land Held
Total Lots
Under
Total Lots
Construction(1)
Lots
Development
Development
for Sale
Owned
Contract
Controlled
129
971
118
650
1
1,869
176
2,045
136
181
478
3,792
91
4,678
33
4,711
118
800
659
248
1,825
820
2,645
303
910
993
2,206
1,117
3,323
686
2,862
2,248
4,690
92
10,578
2,146
12,724
193
641
1,471
250
2,555
443
2,998
247
466
863
806
2,382
60
2,442
41
73
457
152
723
376
1,099
65
297
1,030
1,392
275
1,667
44
73
133
250
321
571
590
1,550
3,954
958
250
7,302
1,475
8,777
8
127
105
88
328
84
412
164
536
1,076
308
30
2,114
1,036
3,150
47
194
151
21
413
62
475
104
812
685
80
1,681
1,017
2,698
323
1,669
2,017
497
30
4,536
2,199
6,735
34
726
760
760
1,633
6,081
8,219
6,145
1,098
23,176
5,820
28,996
(1)
The category Homes Under Construction represents
lots upon which construction of a home has commenced.
Land Held for
Land Held for
Future
Land Held
Development
Development
for Sale
$
173,404
$
311,472
$
5,273
172,519
47,381
1,376
98,139
24,036
29,610
$
444,062
$
382,889
$
36,259
12
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13
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14
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15
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Item 1A.
Risk
Factors
16
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17
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18
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causing us to be unable to satisfy our obligations under our
debt agreements;
making us more vulnerable to adverse general economic and
industry conditions;
making it difficult to fund future working capital, land
purchases, acquisitions, share repurchases, general corporate
purposes or other purposes; and
causing us to be limited in our flexibility in planning for, or
reacting to, changes in our business.
19
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20
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operating results that vary from the expectations of securities
analysts and investors;
factors influencing home purchases, such as availability of home
mortgage loans and interest rates, credit criteria applicable to
prospective borrowers, ability to sell existing residences, and
homebuyer sentiment in general;
the operating and securities price performance of companies that
investors consider comparable to us;
announcements of strategic developments, acquisitions and other
material events by us or our competitors; and
changes in global financial markets and global economies and
general market conditions, such as interest rates, commodity and
equity prices and the value of financial assets.
21
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22
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23
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the timing of home closings and land sales;
our ability to continue to acquire additional land or secure
option contracts to acquire land on acceptable terms;
conditions of the real estate market in areas where we operate
and of the general economy;
raw material and labor shortages;
seasonal home buying patterns; and
other changes in operating expenses, including the cost of labor
and raw materials, personnel and general economic conditions.
24
Table of Contents
Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
Item 3.
Legal
Proceedings
25
Table of Contents
26
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
$
6.06
$
5.44
$
7.08
$
4.69
$
3.90
$
3.83
$
3.61
$
3.10
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
$
6.76
$
1.71
$
3.95
$
6.93
$
1.13
$
0.24
$
0.87
$
1.36
27
Table of Contents
Number of
Weighted
Number of Common Shares
Common
Average
Remaining Available for
Shares to be Issued
Exercise
Future
Upon Exercise of
Price of
Issuance Under Equity
Outstanding
Outstanding
Compensation
(a)
(b)
(c)
2,578,354
$
22.69
3,987,710
28
Table of Contents
Fiscal Year Ended September 30,
2005
2006
2007
2008
2009
2010
$
100.00
$
67.05
$
14.48
$
10.49
$
9.81
$
7.25
100.00
110.78
128.98
100.66
93.70
103.24
100.00
72.44
36.83
31.23
26.17
24.28
Item 6.
Selected
Financial Data
Year Ended September 30,
2010
2009
2008
2007
2006
($ in millions, except per share amounts)
$
1,010
$
972
$
1,737
$
2,943
$
4,545
86
16
(247
)
(89
)
1,122
8.5
%
1.6
%
(14.2
)%
(3.0
)%
24.7
%
$
(114
)
$
(241
)
$
(618
)
$
(511
)
$
596
(30
)
(176
)
(780
)
(346
)
378
(0.50
)
(4.54
)
(20.23
)
(9.01
)
9.48
(0.50
)
(4.54
)
(20.23
)
(9.01
)
8.52
0.40
0.40
$
576
$
557
$
585
$
460
$
172
1,204
1,318
1,652
2,775
3,608
1,903
2,029
2,642
3,930
4,715
1,212
1,509
1,747
1,857
1,956
397
197
375
1,324
1,730
Table of Contents
Year Ended September 30,
2010
2009
2008
2007
2006
($ in millions, except per share amounts)
$
70
$
94
$
316
$
509
$
(378
)
(6
)
(80
)
(18
)
(52
)
(105
)
(34
)
(91
)
(167
)
(171
)
353
75.3
%
88.5
%
82.3
%
58.4
%
53.1
%
62.9
%
83.6
%
75.6
%
51.4
%
50.9
%
$
60.2
$
108.1
$
(27.5
)
$
235.6
$
781.6
4,122
4,077
5,158
7,957
11,272
4,513
4,196
6,370
9,766
15,046
780
1,171
1,290
2,502
4,311
$
221.7
$
230.8
$
254.3
$
289.5
$
299.9
(i)
Statement of operations data is from continuing operations.
Gross profit (loss) includes inventory impairments and lot
options abandonments of $50.0 million, $95.2 million,
$403.4 million, $531.2 million and $28.4 million
for the fiscal years ended September 30, 2010, 2009, 2008,
2007 and 2006, respectively. Operating (loss) income also
includes goodwill impairments of $0, $16.1 million,
$48.1 million, $49.7 million and $0 for the fiscal
years ended September 30, 2010, 2009, 2008, 2007 and 2006.
The aforementioned charges were primarily related to the
deterioration of the homebuilding environment over the past few
years. Loss from continuing operations for fiscal 2010 and 2009
also include a gain on extinguishment of debt of
$43.9 million, and $144.5 million, respectively.
(ii)
Net Debt = Debt less unrestricted cash and cash equivalents;
Gross margin = Gross (loss) profit divided by total revenue.
(iii)
Discontinued operations were not segregated in the consolidated
balance sheets or statements of cash flows.
(iv)
A reconciliation of EBIT and Adjusted EBITDA to net (loss)
income, the most directly comparable GAAP measure, is provided
below for each period presented (
in thousands
):
Year Ended September 30,
2010
2009
2008
2007
2006
$
(34,049
)
$
(189,383
)
$
(951,912
)
$
(411,073
)
$
368,836
(133,188
)
(9,076
)
84,763
(222,207
)
214,421
54,556
58,090
126,057
139,880
95,974
74,214
83,030
55,185
$
(38,467
)
$
(57,339
)
$
(685,907
)
$
(493,400
)
$
679,231
Table of Contents
Year Ended September 30,
2010
2009
2008
2007
2006
$
(38,467
)
$
(57,339
)
$
(685,907
)
$
(493,400
)
$
679,231
24,774
30,723
40,273
44,743
58,178
49,526
103,751
496,833
599,514
44,175
16,143
52,470
52,755
24,328
14,793
68,791
31,939
$
60,161
$
108,071
$
(27,540
)
$
235,551
$
781,584
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Table of Contents
32
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Actual Net Contribution Margin (defined as
homebuilding revenues less homebuilding costs and direct selling
expenses) for homes closed in the current fiscal quarter, fiscal
year to date and prior two fiscal quarters. Homebuilding costs
include land and land development costs (based upon an
allocation of such costs, including costs to complete the
development, or specific lot costs), home construction costs
(including an estimate of costs, if any, to complete home
construction), previously capitalized indirect costs
(principally for construction supervision), capitalized interest
and estimated warranty costs. Direct selling expenses include
commissions, closing costs and amortization related to model
home furnishings and improvements;
Projected Net Contribution Margin for homes in backlog;
Actual and trending new orders and cancellation rates;
Actual and trending base home sales prices and sales incentives
for home sales that occurred in the prior two fiscal quarters
that remain in backlog at the end of the fiscal quarter and
expected future homes sales prices and sales incentives and
absorption over the expected remaining life of the community;
A comparison of our community to our competition to include,
among other things, an analysis of various product offerings
including, the size and style of the homes currently offered for
sale, community amenity levels, availability of lots in our
community and our competitions, desirability and
uniqueness of our community and other market factors; and
Other events that may indicate that the carrying value may not
be recoverable.
33
Table of Contents
management has the authority and commits to a plan to sell the
land;
the land is available for immediate sale in its present
condition;
there is an active program to locate a buyer and the plan to
sell the property has been initiated;
the sale of the land is probable within one year;
34
Table of Contents
the property is being actively marketed at a reasonable sale
price relative to its current fair value; and
it is unlikely that the plan to sell will be withdrawn or that
significant changes to the plan will be made.
35
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36
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New Orders (net of
cancellations)
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
Total
710
1,629
1,005
778
4,122
514
1,095
1,488
980
4,077
988
1,662
1,549
959
5,158
37
Table of Contents
Closings
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
Total
935
832
1,597
1,149
4,513
859
785
911
1,641
4,196
1,629
1,233
1,348
2,160
6,370
Fiscal Year Ended September 30,
2010
2009
2008
($ in thousands)
$
1,000,531
$
968,314
$
1,620,990
9,310
3,389
115,737
$
1,009,841
$
971,703
$
1,736,727
$
81,528
$
15,134
$
(257,013
)
4,080
620
9,570
$
85,608
$
15,754
$
(247,443
)
8.1
%
1.6
%
(15.9
)%
43.8
%
18.3
%
8.3
%
8.5
%
1.6
%
(14.2
)%
$
186,556
$
222,691
$
298,274
18.5
%
22.9
%
17.2
%
$
12,874
$
18,392
$
23,802
$
$
16,143
$
48,105
$
10
$
518
$
(12,527
)
$
(8,817
)
$
(12,630
)
$
(45,292
)
$
(8,807
)
$
(12,112
)
$
(57,819
)
$
43,901
$
144,503
$
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
18,056
$
42,704
$
145,710
18,703
6,383
70,152
7,973
24,536
53,103
3,404
5,116
21,769
$
48,136
$
78,739
$
290,734
$
1,061
$
9,357
$
8,505
1,071
16,883
2,094
35,793
$
1,061
$
12,522
$
61,181
$
783
$
99
$
14,893
35
2,884
9,850
21
972
26,744
$
839
$
3,955
$
51,487
$
50,036
$
95,216
$
403,402
39
Table of Contents
Estimated Fair
Inventory Impairments
Value of Impaired
Held for
Held for
Inventory at Period
Lots
Communities
Development
Sale
Total
End
Impaired
Impaired
$
7,486
$
1,061
$
8,547
$
13,997
379
7
9,976
9,976
25,975
525
13
4,483
4,483
5,427
131
3
26,191
26,191
29,313
962
8
$
48,136
$
1,061
$
49,197
40
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
($ in thousands)
132
192
1,322
126
146
907
$
28,029
$
46,609
$
293,314
$
3,277
$
3,077
$
40,064
$
1,861
$
1,813
$
7,675
$
33,167
$
51,499
$
341,053
New Orders, net
Cancellation Rates
2010
2009
2008
10 v 09
09 v 08
2010
2009
2008
1,615
1,793
2,449
(9.9
)%
(26.8
)%
29.5
%
35.3
%
41.1
%
1,563
1,509
1,337
3.6
%
12.9
%
25.3
%
30.1
%
48.2
%
944
775
1,372
21.8
%
(43.5
)%
18.1
%
24.1
%
27.2
%
4,122
4,077
5,158
1.1
%
(21.0
)%
25.5
%
31.5
%
40.2
%
41
Table of Contents
Table of Contents
Homebuilding Revenues
Average Selling Price
2010
2009
2008
10 v 09
09 v 08
2010
2009
2008
10 v 09
09 v 08
$
360,756
$
407,639
$
651,268
(11.5
)%
(37.4
)%
$
203.0
$
216.5
$
241.9
(6.2
)%
(10.5
)%
446,862
373,498
614,408
19.6
%
(39.2
)%
258.5
260.8
287.6
(0.9
)%
(9.3
)%
192,913
187,177
355,314
3.1
%
(47.3
)%
191.6
212.5
229.8
(9.8
)%
(7.5
)%
$
1,000,531
$
968,314
$
1,620,990
3.3
%
(40.3
)%
$
221.7
$
230.8
$
254.3
(3.9
)%
(9.2
)%
Closings
2010
2009
2008
10 v 09
09 v 08
1,777
1,883
2,688
(5.6
)%
(29.9
)%
1,729
1,432
2,136
20.7
%
(33.0
)%
1,007
881
1,546
14.3
%
(43.0
)%
4,513
4,196
6,370
7.6
%
(34.1
)%
43
Table of Contents
2010
Impairments &
HB Gross
HB Gross
HB Gross
HB Gross
Abandonments
Profit (Loss)
Margin w/o
Profit (Loss)
Margin
(I&A)
w/o I&A
I&A
$
52,621
14.6
%
$
19,900
$
72,521
20.1
%
54,176
12.1
%
18,738
72,914
16.3
%
20,519
10.6
%
7,994
28,513
14.8
%
(45,788
)
3,404
(42,384
)
$
81,528
8.1
%
$
50,036
$
131,564
13.1
%
44
Table of Contents
2009
Impairments &
HB Gross
HB Gross
HB Gross
HB Gross
Abandonments
Profit (Loss)
Margin w/o
Profit (Loss)
Margin
(I&A)
w/o I&A
I&A
$
28,566
7.0
%
$
52,160
$
80,726
19.8
%
45,681
12.2
%
10,338
56,019
15.0
%
(1,811
)
(1.0
)%
27,602
25,791
13.8
%
(57,302
)
5,116
(52,186
)
$
15,134
1.6
%
$
95,216
$
110,350
11.4
%
2008
Impairments &
HB Gross
HB Gross
HB Gross
HB Gross
Abandonments
Profit (Loss)
Margin w/o
Profit (Loss)
Margin
(I&A)
w/o I&A
I&A
$
(58,187
)
(8.9
)%
$
169,108
$
110,921
17.0
%
6,086
1.0
%
96,885
102,971
16.8
%
(60,470
)
(17.0
)%
115,640
55,170
15.5
%
(144,442
)
21,769
(122,673
)
$
(257,013
)
(15.9
)%
$
403,402
$
146,389
9.0
%
45
Table of Contents
Land Sales & Other Revenues
Land Sales and Other Gross Profit (Loss)
2010
2009
2008
10 v 09
09 v 08
2010
2009
2008
10 v 09
09 v 08
$
3,774
$
1,529
$
5,203
146.8
%
(70.6
)%
$
424
$
(1
)
$
2,139
n/m
(100.0
)%
4,300
1,120
107,024
283.9
%
(99.0
)%
2,421
562
7,349
330.8
%
(92.4
)%
1,236
740
3,510
67.0
%
(78.9
)%
1,235
59
82
n/m
(28.0
)%
$
9,310
$
3,389
$
115,737
174.7
%
(97.1
)%
$
4,080
$
620
$
9,570
558.1
%
(93.5
)%
46
Table of Contents
47
Table of Contents
Payments Due by Period
Less than 1
More than 5
Total
Year
1-3 Years
3-5 Years
Years
$
1,230,968
$
9,307
$
15,204
$
374,575
$
831,882
787,310
104,400
197,660
181,540
303,710
221,341
77,189
88,385
29,614
26,153
24,683
7,534
11,792
4,104
1,253
$
2,264,302
$
198,430
$
313,041
$
589,833
$
1,162,998
(1)
Interest on variable rate obligations is based on rates
effective as of September 30, 2010.
(2)
Due to the uncertainty of the timing of settlement with taxing
authorities, the Company is unable to make reasonably reliable
estimates of the period of cash settlement of unrecognized tax
benefits related to uncertain
48
Table of Contents
tax positions. See Note 9 to Consolidated Financial
Statements for additional information regarding the
Companys unrecognized tax benefits as of
September 30, 2010.
49
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
50
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
Fiscal Year Ended September 30,
2010
2009
2008
(In thousands, except share and per share amounts)
$
1,009,841
$
971,703
$
1,736,727
874,197
860,733
1,580,768
50,036
95,216
403,402
85,608
15,754
(247,443
)
186,556
222,691
298,274
12,874
18,392
23,802
16,143
48,105
(113,822
)
(241,472
)
(617,624
)
(8,807
)
(12,112
)
(57,819
)
43,901
144,503
(69,543
)
(74,791
)
(35,405
)
(148,271
)
(183,872
)
(710,848
)
(118,355
)
(8,350
)
68,951
(29,916
)
(175,522
)
(779,799
)
(4,133
)
(13,861
)
(172,113
)
$
(34,049
)
$
(189,383
)
$
(951,912
)
59,801
38,688
38,549
$
(0.50
)
$
(4.54
)
$
(20.23
)
$
(0.07
)
$
(0.36
)
$
(4.46
)
$
(0.57
)
$
(4.90
)
$
(24.69
)
$
$
$
51
Table of Contents
52
Table of Contents
Preferred
Common
Paid in
Accumulated
Treasury
Stock
Stock
Capital
Deficit
Stock
Total
($ in thousands)
$
$
43
$
543,705
$
963,869
$
(183,895
)
$
1,323,722
(951,912
)
(951,912
)
6,160
6,160
6,404
6,404
(1,158
)
(1,158
)
1,799
1,799
(10,112
)
(10,112
)
(52
)
(52
)
43
556,910
1,845
(183,947
)
374,851
(189,383
)
(189,383
)
6,562
6,562
5,277
5,277
(2,273
)
(2,273
)
1,543
1,543
(22
)
(22
)
43
568,019
(187,538
)
(183,969
)
196,555
(34,049
)
(34,049
)
5,552
5,552
5,817
5,817
(3,099
)
(3,099
)
2,337
2,337
1
(1
)
57,429
57,429
35
166,683
166,718
(25
)
(134
)
(159
)
(3
)
(184,100
)
184,103
$
$
76
$
618,612
$
(221,587
)
$
$
397,101
53
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
(In thousands)
$
(34,049
)
$
(189,383
)
$
(951,912
)
13,405
18,884
27,709
11,369
11,839
12,564
51,839
107,127
510,628
16,143
52,470
(259
)
12,696
260,410
(3,978
)
(1,370
)
8,710
3,099
2,273
1,158
24,350
14,275
81,314
208
2,991
2,439
(44,602
)
(148,077
)
(264
)
19,520
(7,820
)
2,238
163,578
(109,519
)
82,504
208,371
572,746
3,835
25,072
49,600
(16,867
)
(20,086
)
(27,916
)
(22,530
)
(150,260
)
(161,113
)
(613
)
232
(5,901
)
69,685
93,825
315,567
(10,849
)
(7,034
)
(10,566
)
(5,602
)
(25,537
)
(13,758
)
(37,439
)
(72,168
)
(109,609
)
47,700
23,004
114,483
2,054
1,050
(6,190
)
(79,681
)
(18,400
)
(619,806
)
(305,399
)
(143,625
)
374,438
223,750
(9,234
)
(7,195
)
(22,335
)
166,718
57,429
(159
)
(22
)
(52
)
(3,099
)
(2,273
)
(1,158
)
(33,713
)
(91,139
)
(167,170
)
29,782
(76,995
)
129,997
507,339
584,334
454,337
$
537,121
$
507,339
$
584,334
54
Table of Contents
(1)
Summary
of Significant Accounting Policies
55
Table of Contents
15 30 years
3 10 years
Lesser of estimated useful life of the asset or 5 years
3 7 years
Lesser of estimated useful life of the asset or estimated useful
life of the community
Lesser of the lease term or the estimated useful life of the
asset
Actual Net Contribution Margin (defined as
homebuilding revenues less homebuilding costs and direct selling
expenses) for homes closed in the current fiscal quarter, fiscal
year to date and prior two fiscal
56
Table of Contents
quarters. Homebuilding costs include land and land development
costs (based upon an allocation of such costs, including costs
to complete the development, or specific lot costs), home
construction costs (including an estimate of costs, if any, to
complete home construction), previously capitalized indirect
costs (principally for construction supervision), capitalized
interest and estimated warranty costs Direct selling expenses
include commissions, closing costs and amortization related to
model home furnishings and improvements;
Projected Net Contribution Margin for homes in backlog;
Actual and trending new orders and cancellation rates;
Actual and trending base home sales prices and sales incentives
for home sales that occurred in the prior two fiscal quarters
that remain in backlog at the end of the fiscal quarter and
expected future homes sales prices and sales incentives and
absorption over the expected remaining life of the community;
A comparison of our community to our competition to include,
among other things, an analysis of various product offerings
including, the size and style of the homes currently offered for
sale, community amenity levels, availability of lots in our
community and our competitions, desirability and
uniqueness of our community and other market factors; and
Other events that may indicate that the carrying value may not
be recoverable.
57
Table of Contents
management has the authority and commits to a plan to sell the
land;
the land is available for immediate sale in its present
condition;
there is an active program to locate a buyer and the plan to
sell the property has been initiated;
the sale of the land is probable within one year;
the property is being actively marketed at a reasonable sale
price relative to its current fair value; and
it is unlikely that the plan to sell will be withdrawn or that
significant changes to the plan will be made.
58
Table of Contents
Fiscal 2009
September 30,
October 1, 2008
Impairments
2009
(In thousands)
$
6,885
$
(6,885
)
$
9,258
(9,258
)
$
16,143
$
(16,143
)
$
September 30, 2010
September 30, 2009
(In thousands)
$
53,508
$
50,850
25,821
30,100
35,477
32,533
31,474
29,379
3,678
5,507
60,212
78,946
$
210,170
$
227,315
59
Table of Contents
60
Table of Contents
61
Table of Contents
(2)
Supplemental
Cash Flow Information
2010
2009
2008
$
4,310
$
(44,252
)
$
(107,323
)
515
16,860
33,285
2,337
1,543
1,799
(10,112
)
113,885
129,724
133,482
655
9,692
2,879
135,803
172,465
59,242
(3)
Investments in Unconsolidated Joint Ventures
2010
2009
(In thousands)
$
8,721
$
30,124
94,392
328,875
394,301
422,682
3,850
15,789
15,789
62
Table of Contents
2010
2009
2008
(In thousands)
$
10
$
518
$
(12,527
)
(8,817
)
(12,630
)
(45,292
)
$
(8,807
)
$
(12,112
)
$
(57,819
)
$
(32
)
$
$
4
(15,511
)
(2,163
)
(23,499
)
$
(15,543
)
$
(2,163
)
$
(23,495
)
63
Table of Contents
64
Table of Contents
(4)
Inventory
September 30, 2010
September 30, 2009
(In thousands)
$
210,104
$
219,724
444,062
487,457
382,889
417,834
36,259
42,470
36,884
38,338
43,505
59,618
$
1,153,703
$
1,265,441
65
Table of Contents
September 30, 2010
September 30, 2009
Held for
Land
Total
Held for
Land Held
Total
Projects in
Future
Held
Owned
Projects in
Future
for
Owned
Progress
Development
for Sale
Inventory
Progress
Development
Sale
Inventory
$
281,912
$
311,472
$
5,273
$
598,657
$
276,348
$
345,050
$
8,171
$
629,569
269,210
47,381
1,376
317,967
318,888
48,748
2,927
370,563
121,509
24,036
145,545
136,015
24,036
160,051
53,157
53,157
56,992
56,992
8,767
29,610
38,377
16,894
31,372
48,266
$
734,555
$
382,889
$
36,259
$
1,153,703
$
805,137
$
417,834
$
42,470
$
1,265,441
Fiscal Year Ended September 30,
2010
2009
2008
$
18,056
$
42,704
$
145,710
18,703
6,383
70,152
7,973
24,536
53,103
3,404
5,116
21,769
$
48,136
$
78,739
$
290,734
$
1,061
$
9,357
$
8,505
1,071
16,883
2,094
35,793
$
1,061
$
12,522
$
61,181
$
783
$
99
$
14,893
35
2,884
9,850
21
972
26,744
$
839
$
3,955
$
51,487
$
50,036
$
95,216
$
403,402
$
781
$
1,477
$
21,888
1,003
9,370
55,593
19
1,064
29,745
$
1,803
$
11,911
$
107,226
$
51,839
$
107,127
$
510,628
66
Table of Contents
2010
2009
2008
14
%
17
%
16
%
20
%
22
%
23
%
26
34
103
1,855
3,361
8,838
$
68.3
$
103.7
$
363.7
3
1
37
40
121
641
$
4.5
$
2.4
$
47.9
67
Table of Contents
(5)
Interest
Fiscal Year Ended September 30,
2010
2009
2008
$
38,338
$
45,977
$
87,560
127,316
133,481
139,659
(2,313
)
(3,376
)
(13,795
)
(74,214
)
(83,030
)
(55,185
)
(52,243
)
(54,714
)
(112,262
)
$
36,884
$
38,338
$
45,977
68
Table of Contents
(6)
Property,
Plant and Equipment
September 30,
2010
2009
$
2,378
$
2,378
43,147
57,010
6,875
8,298
13,306
18,709
20,078
25,148
7,069
8,168
92,853
119,711
(68,858
)
(93,772
)
$
23,995
$
25,939
(7)
Borrowings
Maturity Date
September 30, 2010
September 30, 2009
August 2011
$
$
May 2011
127,254
April 2012
303,599
November 2013
164,473
164,473
July 2015
209,454
209,454
June 2016
180,879
180,879
October 2017
250,000
250,000
June 2018
300,000
August 2013
14,594
June 2024
154,500
(23,617
)
(27,257
)
1,095,783
1,362,902
January 2013
57,500
July 2036
47,470
103,093
Various Dates
10,794
12,543
Various Dates
30,361
$
1,211,547
$
1,508,899
69
Table of Contents
$
9,307
8,347
6,857
164,797
209,778
831,882
$
1,230,968
70
Table of Contents
71
Table of Contents
72
Table of Contents
(8)
Fair
Value Measurements
Level 1
Level 2
Level 3
Total
$
$
$
72,806
$
72,806
2,419
2,419
73
Table of Contents
As of September 30, 2010
As of September 30, 2009
Carrying
Carrying
Amount
Fair Value
Amount
Fair Value
$
1,095,783
$
1,093,855
$
1,362,902
$
1,200,612
57,500
61,525
47,470
47,470
103,093
52,377
$
1,200,753
$
1,202,850
$
1,465,995
$
1,252,989
(9)
Income
Taxes
Fiscal Year Ended September 30,
2010
2009
2008
$
(4,528
)
$
(13,024
)
$
(139,877
)
65
(162
)
(3,005
)
(114,151
)
1,459
204,601
259
3,197
7,232
$
(118,355
)
$
(8,530
)
$
68,951
Fiscal Year Ended September 30,
2010
2009
2008
$
(51,895
)
$
(64,355
)
$
(248,797
)
(5,756
)
(2,936
)
6,542
5,146
5,157
16,446
(63,912
)
45,128
298,080
3,208
3,330
(3,320
)
$
(118,355
)
$
(8,530
)
$
68,951
74
Table of Contents
September 30,
2010
2009
$
15,316
$
22,407
19,170
15,660
2,137
4,803
206,119
186,088
183,235
191,119
39,279
39,083
132
3,578
1,567
468,834
460,859
(57,247
)
(57,247
)
411,587
460,859
(403,808
)
(453,339
)
$
7,779
$
7,520
75
Table of Contents
September 30,
2010
(In thousands)
$
79,492
206,134
183,208
468,834
(57,247
)
411,587
(403,808
)
$
7,779
76
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
41,848
$
57,916
$
72,500
(3,435
)
(3,527
)
891
11,533
211
12,232
(289
)
(219
)
(22,440
)
(319
)
(8,572
)
(3,767
)
(2,067
)
(3,961
)
(1,500
)
$
47,271
$
41,848
$
57,916
(10)
Leases
$
7,534
6,373
5,419
2,461
1,643
1,253
$
24,683
(11)
Stockholders Equity
77
Table of Contents
(12)
Retirement
Plan and Incentive Awards
78
Table of Contents
2010
2009
2008
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
2,108,914
$
33.07
1,848,995
$
45.78
2,052,379
$
45.01
1,006,145
5.69
671,600
3.94
(38,794
)
18.16
(34,761
)
44.28
(111,670
)
46.55
(465,933
)
33.04
(292,969
)
43.05
(31,978
)
27.51
(83,951
)
40.41
(91,714
)
27.71
2,578,354
$
22.69
2,108,914
$
33.07
1,848,995
$
45.78
770,658
$
41.59
773,869
$
40.40
704,762
$
29.31
2010
2009
4.8 years
5.06 years
50.00
%
99.49
%
2.33
%
2.75
%
$
2.55
$
2.97
79
Table of Contents
Stock Options/SSARs Outstanding
Stock Options/SSARs Exercisable
Weighted
Weighted
Average
Weighted
Average
Weighted
Range of
Contractual
Average
Contractual
Average
Exercise
Number
Remaining
Exercise
Number
Remaining
Exercise
Outstanding
Life (Years)
Price
Exercisable
Life (Years)
Price
1,659,344
6.32
$
5.00
217,733
5.87
$
3.94
51,003
2.27
19.67
51,003
2.27
19.67
18,000
1.35
28.81
18,000
1.35
28.81
269,788
3.53
34.05
93,318
3.44
34.13
11,374
3.36
43.10
11,374
3.36
43.10
568,845
2.34
68.56
379,230
2.34
68.56
2,578,354
5.02
$
22.69
770,658
3.46
$
41.59
80
Table of Contents
Weighted Average
Shares
Fair Value
1,126,880
$
27.66
1,006,145
5.69
(201,514
)
33.21
(91,524
)
40.39
1,839,987
$
14.41
(13)
Contingencies
81
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
30,100
$
40,822
$
57,053
6,827
7,543
14,909
3,308
(3,294
)
(3,279
)
(14,414
)
(14,971
)
(27,861
)
$
25,821
$
30,100
$
40,822
82
Table of Contents
83
Table of Contents
84
Table of Contents
(14)
Segment
Information
East:
Delaware, Indiana, Maryland, New Jersey, New York, Pennsylvania,
Tennessee (Nashville) and Virginia
Fiscal Year Ended September 30,
2010
2009
2008
$
364,530
$
409,168
$
656,471
451,162
374,618
721,432
194,149
187,917
358,824
$
1,009,841
$
971,703
$
1,736,727
85
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
1,120
$
(31,889
)
$
(139,340
)
11,329
(2,722
)
(60,921
)
(518
)
(32,151
)
(114,201
)
11,931
(66,762
)
(314,462
)
(125,753
)
(174,710
)
(303,162
)
(113,822
)
(241,472
)
(617,624
)
(8,807
)
(12,112
)
(57,819
)
43,901
144,503
(69,543
)
(74,791
)
(35,405
)
$
(148,271
)
$
(183,872
)
$
(710,848
)
Fiscal Year Ended September 30,
2010
2009
2008
$
5,161
$
6,692
$
8,626
3,665
5,468
7,247
1,701
2,489
3,372
10,527
14,649
19,245
2,347
3,743
4,557
$
12,874
$
18,392
$
23,802
September 30, 2010
September 30, 2009
$
630,376
$
657,831
333,648
406,253
169,496
184,564
727,681
680,047
41,701
100,715
$
1,902,902
$
2,029,410
Fiscal Year Ended
September 30,
2010
2009
$
3,939
$
1,834
2,076
1,374
864
957
3,866
2,557
104
312
$
10,849
$
7,034
Table of Contents
a.
Corporate and unallocated includes the amortization of
capitalized interest and numerous shared services functions that
benefit all segments, the costs of which are not allocated to
the operating segments reported above including information
technology, national sourcing and purchasing, treasury,
corporate finance, legal, branding and other national marketing
costs. Fiscal 2010 includes $10.2 million of
support-related costs related to the Companys assistance
in on-going government investigations (see Note 13). Fiscal
2009 includes $8.3 million of investigation-related costs
and approximately $16 million for obligations related to
the government investigations (see Note 13). Fiscal 2008
includes $31.8 million of investigation-related costs.
Fiscal 2009 and 2008 include $16.1 million and
$48.1 million of non-cash goodwill impairment charges to
write-off all of the goodwill allocated to certain
underperforming markets (see Note 1).
b.
Primarily consists of cash and cash equivalents, consolidated
inventory not owned, income tax receivable, deferred taxes, and
capitalized interest and other corporate items that are not
allocated to the segments.
(15)
Discontinued
Operations
87
Table of Contents
Fiscal Year Ended September 30,
2010
2009
2008
$
33,167
$
51,499
$
341,053
27,134
42,596
305,743
1,803
11,911
107,226
4,230
(3,008
)
(71,916
)
7,517
11,488
53,126
531
492
3,907
4,365
(3,818
)
(14,988
)
(133,314
)
(15,543
)
(2,163
)
(23,495
)
3,574
395
(1,010
)
508
(18,966
)
(14,587
)
(156,301
)
(14,833
)
(726
)
15,812
$
(4,133
)
$
(13,861
)
$
(172,113
)
(16)
Supplemental
Guarantor Information
88
Table of Contents
89
Table of Contents
90
Table of Contents
Consolidated
Beazer Homes
Guarantor
Non-Guarantor
Consolidating
Beazer Homes
USA, Inc.
Subsidiaries
Subsidiaries
Adjustments
USA, Inc.
(In thousands)
$
$
1,008,039
$
1,802
$
$
1,009,841
52,243
821,954
874,197
2,313
47,723
50,036
(54,556
)
138,362
1,802
85,608
186,446
110
186,556
12,874
12,874
(54,556
)
(60,958
)
1,692
(113,822
)
(8,807
)
(8,807
)
43,625
276
43,901
(74,214
)
4,592
79
(69,543
)
(85,145
)
(64,897
)
1,771
(148,271
)
(33,099
)
(85,876
)
620
(118,355
)
22,130
(22,130
)
(29,916
)
20,979
1,151
(22,130
)
(29,916
)
(4,128
)
(5
)
(4,133
)
(4,133
)
4,133
$
(34,049
)
$
16,851
$
1,146
$
(17,997
)
$
(34,049
)
91
Table of Contents
Consolidated
Beazer Homes
Guarantor
Non-Guarantor
Consolidating
Beazer Homes
USA, Inc.
Subsidiaries
Subsidiaries
Adjustments
USA, Inc.
(In thousands)
$
$
971,099
$
604
$
$
971,703
54,714
806,019
860,733
3,376
91,840
95,216
(58,090
)
73,240
604
15,754
222,784
(93
)
222,691
18,392
18,392
16,143
16,143
(58,090
)
(184,079
)
697
(241,472
)
(12,112
)
(12,112
)
130,229
14,274
144,503
(83,030
)
8,499
(260
)
(74,791
)
(10,891
)
(173,418
)
437
(183,872
)
(3,761
)
(4,742
)
153
(8,350
)
(168,392
)
168,392
(175,522
)
(168,676
)
284
168,392
(175,522
)
(13,813
)
(48
)
(13,861
)
(13,861
)
13,861
$
(189,383
)
$
(182,489
)
$
236
$
182,253
$
(189,383
)
92
Table of Contents
Consolidated
Beazer Homes
Guarantor
Non-Guarantor
Consolidating
Beazer Homes
USA, Inc.
Subsidiaries
Subsidiaries
Adjustments
USA, Inc.
(In thousands)
$
$
1,736,102
$
625
$
$
1,736,727
112,262
1,468,506
1,580,768
13,795
389,607
403,402
(126,057
)
(122,011
)
625
(247,443
)
298,156
118
298,274
23,802
23,802
48,105
48,105
(126,057
)
(492,074
)
507
(617,624
)
(57,819
)
(57,819
)
(55,185
)
19,700
80
(35,405
)
(181,242
)
(530,193
)
587
(710,848
)
(67,567
)
136,312
206
68,951
(666,124
)
666,124
(779,799
)
(666,505
)
381
666,124
(779,799
)
(172,028
)
(85
)
(172,113
)
(172,113
)
172,113
$
(951,912
)
$
(838,533
)
$
296
$
838,237
$
(951,912
)
93
Table of Contents
Consolidated
Beazer Homes
Guarantor
Non-Guarantor
Consolidating
Beazer Homes
USA, Inc.
Subsidiaries
Subsidiaries
Adjustments
USA, Inc.
(In thousands)
$
(88,344
)
$
159,953
$
(1,924
)
$
$
69,685
(10,849
)
(10,849
)
(5,602
)
(5,602
)
(36,345
)
(1,094
)
(37,439
)
46,477
1,223
47,700
10,132
(16,322
)
(6,190
)
(616,858
)
(2,948
)
(619,806
)
373,238
1,200
374,438
(9,234
)
(9,234
)
166,718
166,718
57,429
57,429
(159
)
(159
)
(3,099
)
(3,099
)
145,332
(145,022
)
(791
)
481
113,367
(146,770
)
(791
)
481
(33,713
)
35,155
(3,139
)
(2,715
)
481
29,782
495,692
11,482
2,915
(2,750
)
507,339
$
530,847
$
8,343
$
200
$
(2,269
)
$
537,121
94
Table of Contents
Consolidated
Beazer Homes
Guarantor
Non-Guarantor
Consolidating
Beazer Homes
USA, Inc.
Subsidiaries
Subsidiaries
Adjustments
USA, Inc.
(In thousands)
$
29,731
$
60,587
$
3,507
$
$
93,825
(7,034
)
(7,034
)
(25,537
)
(25,537
)
(70,776
)
(1,392
)
(72,168
)
22,450
554
23,004
2,054
2,054
(48,326
)
(31,355
)
(79,681
)
(284,153
)
(21,246
)
(305,399
)
223,750
223,750
(7,195
)
(7,195
)
(22
)
(22
)
(2,273
)
(2,273
)
8,324
(11,310
)
(597
)
3,583
(61,569
)
(32,556
)
(597
)
3,583
(91,139
)
(80,164
)
(3,324
)
2,910
3,583
(76,995
)
575,856
14,806
5
(6,333
)
584,334
$
495,692
$
11,482
$
2,915
$
(2,750
)
$
507,339
95
Table of Contents
Consolidating Statement of Cash Flow Information
Consolidated
Beazer Homes
Guarantor
Non-Guarantor
Consolidating
Beazer Homes
USA, Inc.
Subsidiaries
Subsidiaries
Adjustments
USA, Inc.
(In thousands)
$
51,886
$
264,388
$
(707
)
$
$
315,567
(10,568
)
2
(10,566
)
(13,758
)
(13,758
)
(109,609
)
(109,609
)
114,483
114,483
1,050
1,050
(18,402
)
2
(18,400
)
(42,885
)
(100,740
)
(143,625
)
(22,335
)
(22,335
)
(52
)
(52
)
(1,158
)
(1,158
)
143,104
(140,140
)
(849
)
(2,115
)
76,674
(240,880
)
(849
)
(2,115
)
(167,170
)
128,560
5,106
(1,554
)
(2,115
)
129,997
447,296
9,700
1,559
(4,218
)
454,337
$
575,856
$
14,806
$
5
$
(6,333
)
$
584,334
96
Table of Contents
97
Table of Contents
ACCOUNTING FIRM ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
98
Table of Contents
Quarter Ended
December 31
March 31
June 30
September 30
(In thousands, except per share data)
$
213,073
$
192,455
$
329,539
$
274,774
18,379
24,878
37,800
4,551
(29,763
)
(21,678
)
(19,169
)
(43,212
)
44,507
6,155
(23,153
)
(57,425
)
$
1.15
$
0.11
$
(0.34
)
$
(0.78
)
$
1.09
$
0.10
$
(0.34
)
$
(0.78
)
$
209,626
$
181,212
$
215,280
$
365,585
10,526
(21,786
)
4,558
22,456
16,143
(61,374
)
(91,115
)
(48,674
)
(40,309
)
(77,921
)
(106,965
)
(24,145
)
33,509
$
(2.02
)
$
(2.77
)
$
(0.62
)
$
0.86
$
(2.02
)
$
(2.77
)
$
(0.62
)
$
0.83
(a)
Gross profit (loss) in fiscal 2010 and 2009 includes inventory
impairment and option contract abandonments as follows:
Fiscal 2010
Fiscal 2009
(In thousands)
$
8,550
$
12,365
9,986
41,251
5,019
11,713
26,481
29,887
$
50,036
$
95,216
(b)
In the first quarter of fiscal 2009, the Company recognized
non-cash goodwill impairment charges to write off all of its
remaining goodwill.
(c)
Net loss from continuing operations in fiscal 2010 and 2009
include gain (loss) on extinguishment of debt (as follows). The
first quarter of fiscal 2010 also included a tax benefit relate
to The Worker, Homeownership and Business Act of 2009 (see
Note 9 to the Consolidated Financial Statements).
Fiscal 2010
Fiscal 2009
(In thousands)
$
$
52,946
(9,045
)
55,214
89,289
$
43,901
$
144,503
99
Table of Contents
Item 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with GAAP, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of
management and directors of the Company; and
Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Companys assets that could have a material effect on the
financial statements.
100
Table of Contents
Judgments in decision-making can be faulty, and control and
process breakdowns can occur because of simple errors or
mistakes.
Controls can be circumvented by individuals, acting alone or in
collusion with each other, or by management override.
The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with
associated policies or procedures.
The design of a control system must reflect the fact that
resources are constrained, and the benefits of controls must be
considered relative to their costs.
Item 9B.
Other
Information
101
Table of Contents
Item 10.
Directors,
Executive Officers and Corporate Governance
102
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions and Director
Independence
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits
and Financial Statement Schedules
(a)
1.
Financial Statements
Page
Herein
51
52
53
54
55
2.
Financial
Statement Schedules
3.
Exhibits
Exhibit
3
.1
Amended and Restated Certificate of Incorporation of the
Company incorporated herein by reference to
Exhibit 3.1 of the Companys
Form 10-K
filed on December 2, 2008
3
.2
Certificate of Amendment to the Amended and Restated Certificate
of Incorporation as of April 13, 2010
incorporated herein by reference to Exhibit 3.1 of the
Companys
Form 10-Q
filed May 3, 2010
3
.3
Fourth Amended and Restated Bylaws of the Company
103
Table of Contents
Exhibit
4
.1
Second Supplemental Indenture dated as of November 13, 2003
among Beazer, the Guarantors party thereto and U.S. Bank
Trust National Association, as trustee, related to the
Companys 6
1
/
2
% Senior
Notes due 2013 incorporated herein by reference to
Exhibit 4.11 of the Companys
Form 10-K
for the year ended September 30, 2003
4
.2
Form of
6
1
/
2
% Senior
Notes due 2013 incorporated herein by reference to
Exhibit 4.12 of the Companys
Form 10-K
for the year ended September 30, 2003
4
.3
Form of
6
1
/
2
% Senior
Notes due 2015 incorporated herein by reference to
Exhibit 4.2 of the Companys
Form 8-K
filed on June 13, 2005
4
.4
Form of Fifth Supplemental Indenture, dated as of June 8,
2005, by and among Beazer, the Subsidiary Guarantors party
thereto and U.S. Bank National Association, as
trustee incorporated herein by reference to
Exhibit 4.1 of the Companys
Form 8-K
filed on June 13, 2005
4
.5
Sixth Supplemental Indenture, dated as of January 9, 2006,
to the Trust Indenture dated as of May 21,
2001 incorporated herein by reference to
Exhibit 99.1 of the Companys
Form 8-K
filed on January 17, 2006
4
.6
Seventh Supplement Indenture, dated as of January 9, 2006,
to the Trust Indenture dated as of April 17,
2002 incorporated herein by reference to
Exhibit 99.2 of the Companys
Form 8-K
filed on January 17, 2006
4
.7
Form of Senior Note due 2016 incorporated herein by
reference to Exhibit 4.2 of the Companys
Form 8-K
filed on June 8, 2006
4
.8
Form of Eighth Supplemental Indenture, dated June 6, 2006,
by and among Beazer Homes USA, Inc., the guarantors named
therein and UBS Securities LLC, Citigroup Global Markets Inc.,
J.P. Morgan Securities, Inc., Wachovia Capital Markets,
LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp.
and Greenwich Capital Markets incorporated herein by
reference to Exhibit 4.1 of the Companys
Form 8-K
filed on June 8, 2006
4
.9
Form of Junior Subordinated indenture between Beazer Homes USA,
Inc., JPMorgan Chase Bank, National Association, dated
June 15, 2006 incorporated herein by reference
to Exhibit 4.1 of the Companys
Form 8-K
filed on June 21, 2006
4
.10
Form of the Amended and Restated Trust Agreement among
Beazer Homes USA, Inc., JPMorgan Chase Bank, National
Association, Chase Bank USA, National Association and certain
individuals named therein as Administrative Trustees, dated
June 15, 2006 incorporated herein by reference
to Exhibit 4.2 of the Companys
Form 8-K
filed on June 21, 2006
4
.11
Seventh Supplemental Indenture, dated October 26, 2007,
amending and supplementing the Indenture, dated May 21,
2001, among the Company, US Bank National Association, as
trustee, and the subsidiary guarantors party thereto
incorporated herein by reference to Exhibit 10.2 of the
Companys
Form 8-K
filed on October 30, 2007
4
.12
Ninth Supplemental Indenture, dated October 26, 2007,
amending and supplementing the Indenture, dated April 17,
2002, among the Company, US Bank National Association, as
trustee, and the subsidiary guarantors party thereto
incorporated herein by reference to Exhibit 10.3 of the
Companys
Form 8-K
filed on October 30, 2007
4
.13
Third Supplemental Indenture, dated October 26, 2007,
amending and supplementing the Indenture, dated June 8,
2004, among the Company, SunTrust Bank, as trustee, and the
subsidiary guarantors party thereto incorporated
herein by reference to Exhibit 10.4 of the Companys
Form 8-K
filed on October 30, 2007
4
.14
Form of Indenture, dated as of September 11, 2009, by and
among Beazer Homes USA, Inc., the subsidiary guarantors party
thereto, U.S. Bank National Association, as trustee, and
Wilmington Trust FSB, as notes collateral agent
incorporated herein by reference to Exhibit 4.1 of the
Companys
Form 8-K
filed on September 11, 2009
4
.15
Form of Senior Secured Note due 2017 incorporated
herein by reference to incorporated herein by reference to the
Companys Registration Statement on
Form S-4
/A filed on February 23, 2010
Table of Contents
Exhibit
4
.16
Form of Registration Rights Agreement, dated September 11,
2009, by and among Beazer Homes USA, Inc., the guarantors party
thereto, Citigroup Global Markets Inc. and Moelis &
Company LLC incorporated herein by reference to
Exhibit 4.3 of the Companys
Form 8-K
filed on September 11, 2009
4
.17
Indenture dated January 12, 2010 between Beazer Homes USA,
Inc. and the U.S. Bank National Association
incorporated herein by reference to Exhibit 4.1 of the
Companys
Form 8-K
filed on January 12, 2010
4
.18
First Supplemental Indenture dated January 12, 2010 between
Beazer Homes USA, Inc. and the U.S. Bank National
Association incorporated herein by reference to
Exhibit 4.2 of the Companys
Form 8-K
filed on January 12, 2010
4
.19
Form of
7
1
/
2
%
Mandatory Convertible Notes due 2013 incorporated
herein by reference to Exhibit 4.3 of the Companys
Form 8-K
filed on January 12, 2010
4
.20
Form of Tangible Equity Unit, Form of Purchase Contract and
Purchase Contract Agreement, dated May 10, 2010, between
Beazer Homes USA, Inc. and U.S. Bank National
Association incorporated herein by reference to
Exhibit 4.1 of the Companys
Form 8-K
filed on May 10, 2010
4
.21
Form of Amortizing Note and Twelfth Supplemental Indenture,
dated May 10, 2010, between Beazer Homes USA, Inc. and U.S.
Bank National Association incorporated herein by
reference to Exhibit 4.4 of the Companys
Form 8-K
filed on May 10, 2010
4
.22
Form of Senior Note due 2018 and Thirteenth Supplemental
Indenture, dated May 20, 2010, among Beazer Homes USA,
Inc., the subsidiary guarantors party thereto and U.S. Bank
National Association, as trustee incorporate herein
by reference to Exhibit 4.1 of the Companys
Form 8-K
filed on May 20, 2010
4
.23
First Supplemental Indenture, dated October 27, 2010, among
Beazer Homes USA, Inc., the subsidiary guarantors signatory
thereto and U.S. Bank National Association, as trustee
10
.1*
Amended and Restated 1994 Stock Incentive Plan
incorporated herein by reference to Exhibit 10.1 of the
Companys
Form 10-K
for the year ended September 30, 2005
10
.2*
Non-Employee Director Stock Option Plan incorporated
herein by reference to Exhibit 10.2 of the Companys
Form 10-K
for the year ended September 30, 2001
10
.3*
Amended and Restated 1999 Stock Incentive Plan
incorporated herein by reference to Exhibit 10.2 of the
Companys
Form 8-K
filed on August 8, 2008
10
.4*
Second Amended and Restated Corporate Management Stock Purchase
Program incorporated herein by reference to
Exhibit 10.5 of the Companys
Form 10-K
for the year ended September 30, 2007
10
.5*
Director Stock Purchase Program incorporated herein
by reference to Exhibit 10.7 of the Companys
Form 10-K
for the year ended September 30, 2004
10
.6*
Form of Stock Option and Restricted Stock Award
Agreement incorporated herein by reference to
Exhibit 10.8 of the Companys
Form 10-K
for the year ended September 30, 2004
10
.7*
Form of Stock Option Award Agreement incorporated
herein by reference to Exhibit 10.9 of the Companys
Form 10-K
for the year ended September 30, 2004
10
.8*
Amended and Restated Employment Agreement of Ian J. McCarthy
dated as of September 1, 2004 incorporated
herein by reference to Exhibit 10.01 of the Companys
Form 8-K
filed on September 1, 2004
10
.9*
First Amendment to Amended and Restated Employment Agreement of
Ian J. McCarthy dated as of February 3, 2006
incorporated herein by reference to Exhibit 10.11 of the
Companys
Form 10-Q
for the quarter ended March 31, 2006
10
.10*
Second Amendment to Amended and Restated Employment Agreement of
Ian J. McCarthy dated as of December 31, 2008
incorporated herein by reference to Exhibit 10.31 of the
Companys
Form 10-Q
for the quarter ended December 31, 2008
10
.11*
Amended and Restated Employment Agreement of Michael H. Furlow
dated as of August 6, 2009 incorporated herein
by reference to Exhibit 10.3 of the Companys
Form 10-Q
for the quarter ended June 30, 2009
Table of Contents
Exhibit
10
.12*
Employment Agreement effective May 1, 2007 for Allan P.
Merrill incorporated herein by reference to
Exhibit 10.01 of the Companys
Form 8-K
filed on April 24, 2007
10
.13*
First Amendment to Employment Agreement effective
December 31, 2008 for Allan P. Merrill - incorporated
herein by reference to Exhibit 10.5 of the Companys
Form 10-Q
for the quarter ended December 31, 2008
10
.14*
Amended and Restated Supplemental Employment Agreement of Ian J.
McCarthy dated as of February 3, 2006
incorporated herein by reference to Exhibit 10.1of the
Companys
Form 10-Q
for the quarter ended March 31, 2006
10
.15*
First Amendment to Amended and Restated Supplemental Employment
Agreement of Ian J. McCarthy effective December 31,
2008 incorporated herein by reference to
Exhibit 10.6 of the Companys
Form 10-Q
for the quarter ended December 31, 2008
10
.16*
Amended and Restated Supplemental Employment Agreement of
Michael H. Furlow dated as of August 6, 2009
incorporated herein by reference to Exhibit 10.4 of the
Companys
Form 10-Q
for the quarter ended June 30, 2009
10
.17*
Change of Control Employment Agreement effective May 1,
2007 for Allan P. Merrill incorporated herein by
reference to Exhibit 10.02 of the Companys
Form 8-K
filed on April 24, 2007
10
.18*
First Amendment to Change of Control Employment Agreement
effective December 31, 2008 for Allan P.
Merrill incorporated herein by reference to
Exhibit 10.8 of the Companys
Form 10-Q
for the quarter ended December 31, 2008
10
.19*
Change of Control Agreement for Robert L. Salomon effective
February 29, 2008
10
.20*
Employment Letter for Kenneth F. Khoury effective
January 5, 2009 incorporated herein by
reference to Exhibit 10.1 of the Companys
Form 10-Q
for the quarter ended December 31, 2008
10
.21*
Change of Control Agreement for Kenneth F. Khoury effective
December 5, 2008 incorporated herein by
reference to Exhibit 10.2 of the Companys
Form 10-Q
for the quarter ended December 31, 2008
10
.22*
Form of Performance Shares Award Agreement dated as of
February 2, 2006 incorporated herein by
reference to Exhibit 10.18 of the Companys
Form 10-Q
for the quarter ended March 31, 2006
10
.23*
Form of Award Agreement dated as of February 2,
2006 incorporated herein by reference to
Exhibit 10.19 of the Companys
Form 10-Q
for the quarter ended March 31, 2006 (File
No. 001-12822)
10
.24*
2005 Executive Value Created Incentive Plan
incorporated herein by reference to Exhibit 10.1 of the
Companys
Form 8-K
filed on February 9, 2005
10
.25*
Form of Indemnification Agreement incorporated
herein by reference to Exhibit 10.1 of the Companys
Form 8-K
filed on July 1, 2008
10
.26
Credit Agreement dated as of July 25, 2007 between the
Company, the lenders thereto, and Wachovia Bank, National
Association, as Agent, BNP Paribas, The Royal Bank of Scotland,
and Guaranty Bank, as Documentation Agents, Regions Bank, as
Senior Managing Agent, and JPMorgan Chase Bank, as Managing
Agent incorporated herein by reference to
Exhibit 10.1 of the Companys
Form 8-K
filed on July 26, 2007
10
.27
Waiver and First Amendment, dated as of October 10, 2007,
to and under the Credit Agreement, dated as of July 25,
2007, among the Company, the lenders thereto and Wachovia Bank,
National Association, as Agent incorporated herein
by reference to Exhibit 10.1 of the Companys
Form 8-K
filed on October 11, 2007
10
.28
Second Amendment, dated October 26, 2007, to and under the
Credit Agreement, dated as of July 25, 2007, among the
Company, the lenders thereto and Wachovia Bank, National
Association, as Agent incorporated herein by
reference to Exhibit 10.1 of the Companys
Form 8-K
filed on October 30, 2007
10
.29
Third Amendment, dated as of August 7, 2008, to and under
the Credit Agreement, dated as of July 25, 2007, among the
Company, the lenders thereto and Wachovia Bank, National
Association, as Agent incorporated herein by
reference to Exhibit 10.1 of the Companys
Form 8-K
filed on August 8, 2008
Table of Contents
Exhibit
10
.30
Fourth Amendment, dated as of July 31, 2009, to and under
the Credit Agreement, dated as of July 25, 2007, among the
Company, the lenders thereto and Wachovia Bank, National
Association, as Agent incorporated herein by
reference to Exhibit 10.1 of the Companys
Form 10-Q
for the quarter ended June 30, 2009
10
.31
Amended and Restated Credit Agreement, dated August 5,
2009, between the Company, the lenders and issuers thereto and
CITIBANK, N.A., as Swing Line Lender and Agent
incorporated herein by reference to Exhibit 10.2 of the
Companys
Form 10-Q
for the quarter ended June 30, 2009
10
.32*
2008 Beazer Homes USA, Inc. Deferred Compensation Plan, adopted
effective January 1, 2008 incorporated herein
by reference to Exhibit 10.27 of the Companys
Form 10-K
for the fiscal year ended September 30, 2007
10
.33*
Discretionary Employee Bonus Plan incorporated
herein by reference to Exhibit 10.28 of the Companys
Form 10-K
for the fiscal year ended September 30, 2007
10
.34
2010 Equity Plan incorporated herein by reference to
Exhibit 10.1 of the Companys
Form 10-Q
for the period ended March 31, 2010
10
.35
Form of 2010 Equity Incentive Plan Employee Award Agreement for
Option and Restricted Stock Awards incorporated
herein by reference to Exhibit 10.1 of the Companys
Form 10-Q
for the quarter ended June 30, 2010
10
.36
Form of 2010 Equity Incentive Plan Director Award Agreement for
Option and Restricted Stock Awards incorporated
herein by reference to Exhibit 10.1 of the Companys
Form 10-Q
for the quarter ended June 30, 2010
10
.37
Exchange Agreement among Beazer Homes USA, Inc. and Taberna
Preferred Funding V, Ltd., Taberna Preferred Funding VII,
Ltd. and Taberna Preferred Funding VIII, Ltd. dated as of
January 15, 2010 incorporated herein by
reference to Exhibit 10.1 of the Companys
Form 8-K
dated January 21, 2010
10
.38
Junior Subordinated Indenture between Beazer Homes USA, Inc. and
Wilmington Trust Company, as trustee, dated as of
January 15, 2010 incorporated herein by
reference to Exhibit 10.2 of the Companys
Form 8-K
dated January 21, 2010
21
Subsidiaries of the Company
23
Consent of Deloitte & Touche LLP
31
.1
Certification pursuant to 17 CFR 240.13a-14 promulgated
under Section 302 of the Sarbanes-Oxley Act of 2002
31
.2
Certification pursuant to 17 CFR 240.13a-14 promulgated
under Section 302 of the Sarbanes-Oxley Act of 2002
32
.1
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
32
.2
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
*
Represents a management contract or compensatory plan or
arrangement
Table of Contents
(c)
Exhibits
Fourth Amended and Restated Bylaws of the Company
First Supplemental Indenture, dated October 27, 2010, among
Beazer Homes USA, Inc., the subsidiary guarantors signatory
thereto and U.S. Bank National Association, as trustee
Change of Control Agreement for Robert L. Salomon effective
February 29, 2008
Subsidiaries of the Company
Consent of Deloitte & Touche LLP
Certification pursuant to 17 CFR 240.13a-14 promulgated
under Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 17 CFR 240.13a-14 promulgated
under Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(d)
Financial
Statement Schedules
108
Table of Contents
Beazer Homes USA, Inc.
By:
Title: President and Chief Executive Officer
By:
By:
and Chief Executive Officer
(Principal Executive Officer)
By:
By:
By:
By:
By:
By:
President and Chief Financial
Officer (Principal Financial Officer)
By:
President, Chief Accounting Officer
and Controller (Principal Accounting Officer)
109
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9
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15
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-2-
BEAZER HOMES USA, INC.
|
||||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
SUBSIDIARY GUARANTORS:
APRIL CORPORATION BEAZER ALLIED COMPANIES HOLDINGS, INC. BEAZER GENERAL SERVICES, INC. BEAZER HOMES CORP. BEAZER HOMES HOLDINGS CORP. BEAZER HOMES INDIANA HOLDINGS CORP. BEAZER HOMES SALES, INC. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER REALTY CORP. BEAZER REALTY, INC. BEAZER REALTY LOS ANGELES, INC. BEAZER REALTY SACRAMENTO, INC. BEAZER/SQUIRES REALTY, INC. HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC. HOMEBUILDERS TITLE SERVICES, INC. |
||||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
BEAZER MORTGAGE CORPORATION
|
||||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | President | |||
S-1
BEAZER HOMES INDIANA LLP
|
||||
By: |
BEAZER HOMES INVESTMENTS, LLC,
its Managing Partner |
|||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
ARDEN PARK VENTURES, LLC
BEAZER CLARKSBURG, LLC BEAZER COMMERCIAL HOLDINGS, LLC DOVE BARRINGTON DEVELOPMENT LLC BEAZER HOMES INVESTMENTS, LLC BEAZER HOMES MICHIGAN, LLC ELYSIAN HEIGHTS POTOMIA, LLC |
||||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
S-2
BEAZER HOMES TEXAS, L.P.
|
||||
By: |
BEAZER HOMES TEXAS HOLDINGS, INC.,
its General Partner |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
BEAZER REALTY SERVICES, LLC
|
||||
By: |
BEAZER HOMES INVESTMENTS, LLC,
its Sole Member |
|||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
BEAZER SPE, LLC
|
||||
By: |
BEAZER HOMES HOLDINGS CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
S-3
BH BUILDING PRODUCTS, LP
|
||||
By: |
BH PROCUREMENT SERVICES, LLC,
its General Partner |
|||
By: |
BEAZER HOMES TEXAS, L.P.,
its Sole Member |
|||
By: |
BEAZER HOMES TEXAS HOLDINGS, INC.,
its General Partner |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
BH PROCUREMENT SERVICES, LLC
|
||||
By: |
BEAZER HOMES TEXAS, L.P.,
its Sole Member |
|||
By: |
BEAZER
HOMES TEXAS HOLDINGS, INC.,
its General Partner |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
S-4
PARAGON TITLE, LLC
|
||||
By: |
BEAZER HOMES INVESTMENTS, LLC,
its Sole Member and Manager |
|||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
TRINITY HOMES, LLC
|
||||
By: |
BEAZER HOMES INVESTMENTS, LLC,
its Member |
|||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
S-5
CLARKSBURG ARORA LLC
|
||||
By: |
BEAZER CLARKSBURG, LLC,
its Sole Member |
|||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
CLARKSBURG SKYLARK, LLC
|
||||
By: |
CLARKSBURG ARORA LLC,
its Sole Member |
|||
By: |
BEAZER CLARKSBURG, LLC,
its Sole Member |
|||
By: |
BEAZER HOMES CORP.,
its Sole Member |
|||
By: | /s/ Allan P. Merrill | |||
Name: | Allan P. Merrill | |||
Title: | Executive Vice President | |||
S-6
U.S. BANK NATIONAL ASSOCIATION,
as Trustee |
||||
By: | /s/ William Bryan Echols | |||
Name: | William Bryan Echols | |||
Title: | Vice President | |||
S-7
1
2
3
(a) | Cash payouts from VC and IVC awards and the Bank payout, subject to the Payout Cap, all at full face value; | ||
(b) | Any excess in the Bank discounted at 75% of face value (which shall, for purposes hereof, be deemed to be fully vested); | ||
(c) | 10% of the Bank contributed to the Deferred Compensation Plan, at full face value (which shall, for purposes hereof, be deemed to be fully vested); and | ||
(d) | Any deferred bonus under the EVCIP which is invested in stock under the Companys Corporate Management Stock Purchase Program, at full face value of said bonus (which shall, for purposes hereof, be deemed to be fully vested). |
4
5
6
7
8
9
10
11
12
13
14
/s/ Robert L. Salomon | ||||
ROBERT L. SALOMON | ||||
BEAZER HOMES USA, INC.
|
||||
By | /s/ Ian J. McCarthy | |||
Ian J. McCarthy | ||||
President and Chief Executive Officer | ||||
15
Jurisdiction of | ||
Name | Incorporation | |
April Corporation
|
Colorado | |
Arden Park Ventures, LLC
|
Florida | |
Beazer Allied Companies Holdings, Inc.
|
Delaware | |
Beazer Clarksburg, LLC
|
Maryland | |
Beazer Commercial Holdings, LLC
|
Delaware | |
Beazer General Services, Inc.
|
Delaware | |
Beazer Homes Capital Trust I
|
Delaware | |
Beazer Homes Corp.
|
Tennessee | |
Beazer Homes Holdings Corp.
|
Delaware | |
Beazer Homes Indiana LLP
|
Indiana | |
Beazer Homes Indiana Holdings Corp.
|
Delaware | |
Beazer Homes Investments, LLC
|
Delaware | |
Beazer Homes Michigan, LLC
|
Delaware | |
Beazer Homes Sales, Inc.
|
Delaware | |
Beazer Homes Texas Holdings, Inc.
|
Delaware | |
Beazer Homes Texas, L.P.
|
Delaware | |
Beazer Mortgage Corporation
|
Delaware | |
Beazer Realty Corp.
|
Georgia | |
Beazer Realty, Inc.
|
New Jersey | |
Beazer Realty Los Angeles, Inc.
|
Delaware | |
Beazer Realty Sacramento, Inc.
|
Delaware | |
Beazer Realty Services, LLC
|
Delaware | |
Beazer SPE, LLC
|
Georgia | |
Beazer/Squires Realty, Inc.
|
North Carolina | |
BH Building Products, LP
|
Delaware | |
BH Procurement Services, LLC
|
Delaware | |
Dove Barrington Development LLC
|
Delaware | |
Homebuilders Title Services of Virginia, Inc.
|
Virginia | |
Homebuilders Title Services, Inc.
|
Delaware | |
Paragon Title, LLC
|
Indiana | |
Security Title Insurance Company
|
Vermont | |
The Ridings Development LLC
|
Delaware | |
Trinity Homes, LLC
|
Indiana | |
United Home Insurance Company,
A Risk Retention Group
|
Vermont |
2
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter of the fiscal year ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Ian J. McCarthy | ||||
Ian J. McCarthy | ||||
President and Chief Executive Officer |
3
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants fourth fiscal quarter of the fiscal year ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
/s/ Allan P. Merrill | ||||
Allan P. Merrill | ||||
Executive Vice President and Chief Financial Officer | ||||
4
Date: November 5, 2010 | /s/ Ian J. McCarthy | |||
Ian J. McCarthy | ||||
President and Chief Executive Officer | ||||
5
Date: November 5, 2010 | /s/ Allan P. Merrill | |||
Allan P. Merrill | ||||
Executive Vice President and Chief Financial Officer | ||||
6