Delaware
|
58-2086934
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Title of Securities
|
Exchanges on which Registered
|
Common Stock, $.01 par value per share
|
New York Stock Exchange
|
Preferred Share Purchase Rights
|
New York Stock Exchange
|
Part of 10-K
where incorporated
|
|
Portions of the registrants Proxy Statement for the 2005 Annual Meeting of Stockholders
|
III
|
Page
Number
|
||
Item 1.
|
2
|
|
Item 2.
|
10
|
|
Item 3.
|
10
|
|
Item 4.
|
11
|
|
Item 5.
|
13
|
|
Item 6.
|
14
|
|
Item 7.
|
16
|
|
Item 7A.
|
32
|
|
Item 8.
|
33
|
|
Item 9.
|
63
|
|
Item 9A.
|
63
|
|
Item 10.
|
63
|
|
Item 11.
|
63
|
|
Item 12.
|
63
|
|
Item 13.
|
63
|
|
Item 14.
|
63
|
|
Item 15.
|
64
|
|
Region/State
|
Market(s) / Year Entered
|
Southeast Region:
|
|
Florida
|
Jacksonville (1993), Fort Myers/Naples (1996), Tampa/St. Petersburg (1996), Orlando (1997)
|
Georgia
|
Atlanta (1985)
|
North Carolina
|
Charlotte (1987), Raleigh/Durham (1992), Greensboro (1999)
|
South Carolina
|
Charleston (1987), Columbia (1993), Myrtle Beach (2002)
|
Tennessee/Mississippi
|
Nashville (1987), Memphis (2002), Northern Mississippi (2002)
|
West Region:
|
|
Arizona
|
Phoenix (1993)
|
California
|
Los Angeles County (1993), Orange County (1993), Riverside & San Bernadino Counties (1993), San Diego County (1992), Ventura County (1993), Sacramento (1993)
|
Colorado
|
Denver (2001), Colorado Springs (2003)
|
Nevada
|
Las Vegas (1993)
|
Central Region:
|
|
Texas
|
Dallas/Ft. Worth (1995), Houston (1995)
|
Mid-Atlantic Region:
|
|
Maryland/Delaware
|
Baltimore (1998), Metro-Washington DC (1998), Delaware (2003)
|
New Jersey/ Pennsylvania
|
Central and Southern New Jersey (1998), Bucks County, PA (1998)
|
Virginia/West Virginia
|
Fairfax County (1998), Loudoun County (1998), Prince William County (1998), West Virginia (2004)
|
Midwest Region:
|
|
Indiana
|
Indianapolis (2002), Lafayette (2002), Ft. Wayne (2002)
|
Kentucky
|
Lexington (2002)
|
Ohio
|
Columbus (2002), Cincinnati/Dayton (2002)
|
§ | leveraging our size to create economies of scale in purchasing and construction; |
§ | standardizing best practices and product designs; |
§ | using branding and increased market penetration to maximize efficiency of land use; and |
§ | leveraging our fixed cost infrastructure by increasing depth and breadth in markets where we have an established presence. |
· | the historical and projected growth of the population; |
· | the number of new jobs created or projected to be created; |
· | the number of housing starts in previous periods; |
· | building lot availability and price; |
· | housing inventory; |
· | level of competition; and |
· | home sale absorption rates. |
State
|
Number of Active
Subdivisions
|
Number of Homes
Closed
|
Average Closing
Price
|
Units in Backlog at
Year End
|
Dollar Value of Backlog at
Year End
|
|||||||||||
Arizona
|
32
|
1,403
|
$
|
209.1
|
1,068
|
$
|
253,193
|
|||||||||
California
|
31
|
2,457
|
362.1
|
1,020
|
432,293
|
|||||||||||
Colorado
|
15
|
420
|
370.3
|
133
|
46,951
|
|||||||||||
Florida
|
41
|
1,616
|
241.6
|
1,200
|
301,021
|
|||||||||||
Georgia
|
19
|
670
|
208.7
|
168
|
40,901
|
|||||||||||
Indiana
|
86
|
1,591
|
144.6
|
875
|
123,532
|
|||||||||||
Kentucky
|
8
|
209
|
135.5
|
42
|
6,237
|
|||||||||||
Maryland/Delaware
|
21
|
333
|
348.8
|
371
|
125,758
|
|||||||||||
Nevada
|
12
|
1,600
|
222.8
|
919
|
271,620
|
|||||||||||
New Jersey/Pennsylvania
|
13
|
381
|
342.8
|
236
|
87,980
|
|||||||||||
North & South Carolina
|
89
|
2,564
|
149.0
|
1,016
|
165,475
|
|||||||||||
Ohio
|
35
|
592
|
170.6
|
294
|
54,556
|
|||||||||||
Tennessee/Mississippi
|
28
|
726
|
179.4
|
245
|
44,606
|
|||||||||||
Texas
|
43
|
1,020
|
160.4
|
429
|
68,105
|
|||||||||||
Virginia/West Virginia
|
23
|
869
|
360.0
|
440
|
213,689
|
|||||||||||
Total Company
|
496
|
16,451
|
$
|
232.2
|
8,456
|
$
|
2,235,917
|
· | evaluate and select geographic markets; |
· | allocate capital resources to particular markets, including with respect to land acquisitions; |
· | maintain and develop our relationships with lenders and capital markets constituencies to regulate the flow of financial resources; |
· | maintain centralized information systems; and |
· | monitor the decentralized operations of our subsidiaries and divisions. |
· | internal and external demographic and marketing studies; |
· | suitability for development during the time period of one to five years from the beginning of the development process to the last closing; |
· | financial review as to the feasibility of the proposed project, including projected Value Created , profit margins and returns on capital employed; |
· | the ability to secure governmental approvals and entitlements; |
· | environmental and legal due diligence; |
· | competition in the area; |
· | proximity to local traffic corridors and amenities; and |
· | management's judgment as to the real estate market and economic trends and our experience in a particular market. |
Lots Owned
|
Lots Under Contract(3)
|
||||||||||
Undevel-
|
Lots Under
|
Homes
|
Total
|
Undevel-
|
Total
|
Total
|
|||||
oped
|
Develop-
|
Finished
|
Under Con-
|
Lots
|
oped
|
Finished
|
Lots Under
|
Land
|
|||
Lots(1)
|
ment
|
Lots
|
struction(2)
|
Owned
|
Lots
|
Lots
|
Contract
|
Controlled
|
|||
Southeast Region:
|
|||||||||||
Georgia
|
-
|
12
|
166
|
200
|
378
|
376
|
2,806
|
3,182
|
3,560
|
||
Florida
|
765
|
1,964
|
888
|
855
|
4,472
|
326
|
2,883
|
3,209
|
7,681
|
||
North & South Carolina
|
660
|
1,381
|
1,604
|
883
|
4,528
|
2,512
|
3,422
|
5,934
|
10,462
|
||
Tennessee/Mississippi
|
-
|
838
|
233
|
393
|
1,464
|
1,278
|
474
|
1,752
|
3,216
|
||
West Region:
|
|||||||||||
Arizona
|
-
|
2,152
|
670
|
456
|
3,278
|
2,905
|
475
|
3,380
|
6,658
|
||
California
|
-
|
2,562
|
483
|
1,121
|
4,166
|
4,489
|
802
|
5,291
|
9,457
|
||
Colorado
|
-
|
247
|
128
|
305
|
680
|
-
|
1,665
|
1,665
|
2,345
|
||
Nevada
|
-
|
1,885
|
92
|
877
|
2,854
|
2,182
|
609
|
2,791
|
5,645
|
||
Central Region:
|
|||||||||||
Texas
|
273
|
3,285
|
1,553
|
498
|
5,609
|
75
|
1,343
|
1,418
|
7,027
|
||
Mid-Atlantic Region:
|
|||||||||||
Maryland/Delaware
|
-
|
563
|
124
|
184
|
871
|
-
|
5,449
|
5,449
|
6,320
|
||
New Jersey/ Pennsylvania
|
-
|
220
|
445
|
191
|
856
|
3,460
|
395
|
3,855
|
4,711
|
||
Virginia/West Virginia
|
-
|
568
|
225
|
225
|
1,018
|
993
|
1,830
|
2,823
|
3,841
|
||
Midwest Region:
|
-
|
||||||||||
Indiana
|
-
|
5,529
|
2,125
|
789
|
8,443
|
766
|
2,794
|
3,560
|
12,003
|
||
Kentucky
|
-
|
607
|
70
|
64
|
741
|
-
|
647
|
647
|
1,388
|
||
Ohio
|
1,310
|
45
|
1,004
|
428
|
2,787
|
2,192
|
1,278
|
3,470
|
6,257
|
||
Total
|
3,008
|
21,858
|
9,810
|
7,469
|
42,145
|
21,554
|
26,872
|
48,426
|
90,571
|
· | our experience within our geographic markets and breadth of product line, which allows us to vary our regional product offerings to reflect changing market conditions; |
· | our responsiveness to market conditions, enabling us to capitalize on the opportunities for advantageous land acquisitions in desirable locations; and |
· | our reputation for quality design, construction and service. |
Name
|
Age
|
Position
|
Executive Officers
|
||
Ian J. McCarthy
|
51
|
President, Chief Executive Officer and Director
|
Michael H. Furlow
|
54
|
Executive Vice President, Chief Operating Officer
|
James OLeary
|
41
|
Executive Vice President, Chief Financial Officer
|
John Skelton
|
55
|
Senior Vice President, Forward Planning
|
C. Lowell Ball
|
47
|
Senior Vice President, General Counsel
|
Michael T. Rand
|
42
|
Senior Vice President, Chief Accounting Officer
|
Jonathan P. Smoke
|
35
|
Senior Vice President, Chief Information Officer
|
Cory J. Bodyston
|
45
|
Senior Vice President, Treasurer
|
Fred Fratto
|
50
|
Senior Vice President, Human Resources
|
Quarter ended:
|
September 30
|
June 30
|
March 31
|
December 31
|
|||||||||
|
|
|
|
|
|||||||||
2004 Period:
|
|
|
|
|
|||||||||
High
|
$
|
109.85
|
$
|
107.10
|
$
|
112.99
|
$
|
109.60
|
|||||
Low
|
$
|
86.43
|
$
|
89.15
|
$
|
88.26
|
$
|
83.39
|
|||||
|
|
|
|
|
|||||||||
2003 Period:
|
|
|
|
|
|||||||||
High
|
$
|
87.94
|
$
|
94.90
|
$
|
63.93
|
$
|
70.40
|
|||||
Low
|
$
|
75.57
|
$
|
58.18
|
$
|
52.49
|
$
|
51.40
|
Plan Category
|
Number of Common
Shares to be Issued
Upon Exercise of
Outstanding Options
|
Weighted-Average
Exercise Price of
Outstanding Options
|
Number of Common
Shares Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(excluding Common
Shares Reflected in
Column (a))
|
|||
(a)
|
(b)
|
(c)
|
||||
Equity compensation plans approved by
stockh
olders
|
607,268
|
$58.78
|
1,007,348
|
Selected Financial Data
|
||||||||||||||||
(dollars in thousands, except per share amounts)
|
||||||||||||||||
Year Ended September 30,
|
||||||||||||||||
2004
|
2003
|
2002
|
2001
|
2000
|
||||||||||||
Statement of Operations Data:
|
(iv)
|
|||||||||||||||
Total revenue
|
$
|
3,907,109
|
$
|
3,177,408
|
$
|
2,641,173
|
$
|
1,805,177
|
$
|
1,527,865
|
||||||
Operating income
|
377,935
|
279,155
|
193,174
|
121,027
|
75,623
|
|||||||||||
Net income
|
235,811
|
172,745
|
122,634
|
74,876
|
43,606
|
|||||||||||
Net income per common share:
|
||||||||||||||||
Basic
|
17.74
|
13.41
|
11.64
|
9.19
|
5.28
|
|||||||||||
Diluted
|
17.09
|
12.78
|
10.74
|
8.18
|
5.05
|
|||||||||||
Balance Sheet Data (end of year):
|
||||||||||||||||
Cash
|
$
|
320,880
|
$
|
73,372
|
$
|
124,989
|
$
|
41,678
|
$
|
-
|
||||||
Inventory
|
2,344,095
|
1,723,483
|
1,364,133
|
844,737
|
629,663
|
|||||||||||
Total assets
|
3,149,462
|
2,212,034
|
1,892,847
|
995,289
|
696,228
|
|||||||||||
Total debt
|
1,137,404
|
741,365
|
739,100
|
395,238
|
252,349
|
|||||||||||
Stockholders' equity
|
1,232,121
|
993,695
|
799,515
|
351,195
|
270,538
|
|||||||||||
Supplemental Financial Data:
|
||||||||||||||||
Cash provided by/(used in):
|
||||||||||||||||
Operating activities
|
$
|
(73,719
|
)
|
$
|
(41,049
|
)
|
$
|
59,464
|
$
|
(25,578
|
)
|
$
|
(18,726
|
)
|
||
Investing activities
|
(30,476
|
)
|
(6,552
|
)
|
(314,633
|
)
|
(72,835
|
)
|
(11,805
|
)
|
||||||
Financing activities
|
351,703
|
(4,016
|
)
|
338,480
|
140,091
|
30,531
|
||||||||||
EBIT (i)
|
452,774
|
340,980
|
245,060
|
155,983
|
99,189
|
|||||||||||
EBITDA (i)
|
468,529
|
354,200
|
254,513
|
165,236
|
106,041
|
|||||||||||
Interest incurred (ii)
|
76,035
|
65,295
|
51,171
|
35,825
|
30,897
|
|||||||||||
EBIT/interest incurred
|
5.95
|
x |
5.22
|
x |
4.79
|
x |
4.35
|
x |
3.21
|
x | ||||||
EBITDA/interest incurred
|
6.16
|
x |
5.42
|
x |
4.97
|
x |
4.61
|
x |
3.43
|
x | ||||||
Financial Statistics (iii):
|
||||||||||||||||
Total debt as a percentage of total
|
||||||||||||||||
debt and stockholders'equity
|
48.0
|
%
|
42.7
|
%
|
48.0
|
%
|
53.0
|
%
|
48.3
|
%
|
||||||
Asset Turnover
|
1.46
|
x |
1.55
|
x |
1.83
|
x |
2.13
|
x |
2.37
|
x | ||||||
EBIT Margin
|
11.6
|
%
|
10.7
|
%
|
9.3
|
%
|
8.6
|
%
|
6.5
|
%
|
||||||
Return on average assets (pre-tax)
|
16.9
|
%
|
16.6
|
%
|
17.0
|
%
|
18.4
|
%
|
15.4
|
%
|
||||||
Return on average capital (pre-tax)
|
22.1
|
%
|
20.8
|
%
|
21.4
|
%
|
24.6
|
%
|
20.4
|
%
|
||||||
Return on average equity
|
21.2
|
%
|
19.3
|
%
|
21.3
|
%
|
24.1
|
%
|
17.3
|
%
|
Year Ended
September 30,
|
||||||||||||||||
2004
|
2003
|
2002
|
2001
|
2000
|
||||||||||||
Net cash provided/(used) by operating activities
|
$
|
(73,719
|
)
|
$
|
(41,049
|
)
|
$
|
59,464
|
$
|
(25,578
|
)
|
$
|
(18,726
|
)
|
||
Increase in inventory
|
410,525
|
328,893
|
152,990
|
153,668
|
97,104
|
|||||||||||
Provision for income taxes
|
150,764
|
112,784
|
79,425
|
47,872
|
27,879
|
|||||||||||
Deferred income tax benefit (provision)
|
22,740
|
(87
|
)
|
6,613
|
7,906
|
3,792
|
||||||||||
Interest amortized to cost of sales
|
66,199
|
55,451
|
43,001
|
33,235
|
27,704
|
|||||||||||
Increase in accounts payable and other liabilities
|
(120,976
|
)
|
(96,224
|
)
|
(71,781
|
)
|
(38,721
|
)
|
(39,654
|
)
|
||||||
Change in book overdraft
|
-
|
-
|
-
|
(20,095
|
)
|
11,219
|
||||||||||
Increase (decrease) in accounts receivable and other assets
|
21,399
|
14,702
|
(2,010
|
)
|
16,837
|
1,671
|
||||||||||
Loss on early extinguishment of debt
|
-
|
(7,570
|
)
|
-
|
(1,202
|
)
|
-
|
|||||||||
Tax benefit from stock transactions
|
(8,127
|
)
|
(11,502
|
)
|
(12,235
|
)
|
(3,837
|
)
|
-
|
|||||||
Other
|
(276
|
)
|
(1,198
|
)
|
(954
|
)
|
(4,849
|
)
|
(4,948
|
)
|
||||||
EBITDA
|
468,529
|
354,200
|
254,513
|
165,236
|
106,041
|
|||||||||||
Less depreciation and amortization
|
15,755
|
13,220
|
9,453
|
9,253
|
6,852
|
|||||||||||
EBIT
|
$
|
452,774
|
$
|
340,980
|
$
|
245,060
|
$
|
155,983
|
$
|
99,189
|
Southeast
|
West
|
Central
|
Mid-Atlantic
|
Midwest
|
Florida
|
Arizona
|
Texas
|
Delaware
|
Indiana
|
Georgia
|
California
|
Maryland
|
Kentucky
|
|
Mississippi
|
Colorado
|
New Jersey
|
Ohio
|
|
North Carolina
|
Nevada
|
Pennsylvania
|
||
South Carolina
|
Virginia
|
|||
Tennessee
|
West Virginia
|
Year Ended September 30,
|
||||||||||||||||
2004
|
2003
|
2002
|
||||||||||||||
Amount
|
%
Change
|
Amount
|
%
Change
|
Amount
|
||||||||||||
Number of closings:
|
||||||||||||||||
Southeast Region:
|
||||||||||||||||
Florida
|
1,616
|
10.4
|
%
|
1,464
|
29.3
|
%
|
1,132
|
|||||||||
Georgia
|
670
|
39.6
|
480
|
1.5
|
473
|
|||||||||||
North and South Carolina
|
2,564
|
0.4
|
2,554
|
21.4
|
2,103
|
|||||||||||
Tennessee/Mississippi
|
726
|
9.7
|
662
|
(23.6
|
)
|
867
|
||||||||||
Total Southeast
|
5,576
|
8.1
|
5,160
|
12.8
|
4,575
|
|||||||||||
West Region:
|
||||||||||||||||
Arizona
|
1,403
|
3.8
|
1,351
|
11.6
|
1,211
|
|||||||||||
California
|
2,457
|
20.4
|
2,041
|
(0.9
|
)
|
2,059
|
||||||||||
Colorado
|
420
|
55.0
|
271
|
(27.9
|
)
|
376
|
||||||||||
Nevada
|
1,600
|
56.1
|
1,025
|
28.8
|
796
|
|||||||||||
Total West
|
5,880
|
25.4
|
4,688
|
5.5
|
4,442
|
|||||||||||
Central Region:
|
||||||||||||||||
Texas
|
1,020
|
(17.7
|
)
|
1,239
|
10.5
|
1,121
|
||||||||||
Mid-Atlantic Region:
|
||||||||||||||||
Maryland/Delaware
|
333
|
35.4
|
246
|
(29.3
|
)
|
348
|
||||||||||
New Jersey/Pennsylvania
|
381
|
38.0
|
276
|
(0.4
|
)
|
277
|
||||||||||
Virginia
|
869
|
21.4
|
716
|
(9.0
|
)
|
787
|
||||||||||
Total Mid-Atlantic
|
1,583
|
27.9
|
1,238
|
(12.3
|
)
|
1,412
|
||||||||||
Midwest Region:
|
||||||||||||||||
Indiana
|
1,591
|
(27.6
|
)
|
2,197
|
51.7
|
1,448
|
||||||||||
Kentucky
|
209
|
11.8
|
187
|
81.6
|
103
|
|||||||||||
Ohio
|
592
|
(15.4
|
)
|
700
|
39.4
|
502
|
||||||||||
Total Midwest
|
2,392
|
(22.4
|
)
|
3,084
|
50.2
|
2,053
|
||||||||||
Total
|
16,451
|
6.8
|
%
|
15,409
|
13.3
|
%
|
13,603
|
|||||||||
Homebuilding Revenues(in thousands):
|
||||||||||||||||
Southeast Region
|
$
|
1,042,589
|
15.7
|
%
|
$
|
900,901
|
18.6
|
%
|
$
|
759,646
|
||||||
West Region
|
1,694,954
|
45.9
|
1,161,983
|
16.9
|
994,120
|
|||||||||||
Central Region
|
163,569
|
(15.2
|
)
|
192,841
|
10.3
|
174,816
|
||||||||||
Mid-Atlantic Region
|
559,596
|
37.6
|
406,708
|
6.9
|
380,296
|
|||||||||||
Midwest Region
|
359,320
|
(18.1
|
)
|
438,831
|
53.4
|
286,032
|
||||||||||
Total
|
$
|
3,820,028
|
23.2
|
%
|
$
|
3,101,264
|
19.5
|
%
|
$
|
2,594,910
|
||||||
Average sales price per home closed(in thousands):
|
||||||||||||||||
Southeast Region
|
$
|
187.0
|
7.1
|
%
|
$
|
174.6
|
5.2
|
%
|
$
|
166.0
|
||||||
West Region
|
288.3
|
16.3
|
247.9
|
10.8
|
223.8
|
|||||||||||
Central Region
|
160.4
|
3.1
|
155.6
|
(0.2
|
)
|
155.9
|
||||||||||
Mid-Atlantic Region
|
353.5
|
7.6
|
328.5
|
22.0
|
269.3
|
|||||||||||
Midwest Region
|
150.2
|
5.6
|
142.3
|
2.2
|
139.3
|
|||||||||||
Company Average
|
232.2
|
15.4
|
201.3
|
5.5
|
190.8
|
|||||||||||
Number of active subdivisions at year end:
|
||||||||||||||||
Southeast Region
|
177
|
(0.6
|
)%
|
178
|
(5.3
|
)%
|
188
|
|||||||||
West Region
|
90
|
(7.2
|
)
|
97
|
32.9
|
73
|
||||||||||
Central Region
|
43
|
10.3
|
39
|
14.7
|
34
|
|||||||||||
Mid-Atlantic Region
|
57
|
42.5
|
40
|
14.3
|
35
|
|||||||||||
Midwest Region
|
129
|
(7.9
|
)
|
140
|
1.4
|
138
|
||||||||||
Total
|
496
|
0.4
|
%
|
494
|
5.6
|
%
|
468
|
Aggregate Sales Value of Homes in Backlog
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|
2004
|
|
$
|
2,235,917
|
|
2003
|
|
|
1,644,814
|
|
2002
|
|
|
1,293,290
|
|
Average Sales Price of Homes in Backlog
|
|
|||
(in thousands)
|
|
|
|
|
|
|
|
|
|
2004
|
|
$
|
264.4
|
|
2003
|
|
|
221.5
|
|
2002
|
|
|
198.4
|
|
New Orders
|
||||
4thQ
|
3rdQ
|
2ndQ
|
1stQ
|
|
2004
|
4,276
|
4,869
|
5,032
|
3,304
|
2003
|
3,862
|
4,734
|
4,579
|
3,141
|
2002
|
3,731
|
4,227
|
3,142
|
2,510
|
Closings
|
||||
4thQ
|
3rdQ
|
2ndQ
|
1stQ
|
|
2004
|
5,098
|
4,061
|
3,684
|
3,608
|
2003
|
5,014
|
3,616
|
3,297
|
3,482
|
2002
|
4,839
|
3,960
|
2,439
|
2,365
|
Year Ended September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Revenues:
|
||||||||||
Homebuilding
(1)
|
$
|
3,824,142
|
$
|
3,097,021
|
$
|
2,594,910
|
||||
Land and lot sales
|
44,702
|
39,069
|
18,051
|
|||||||
Mortgage origination
|
51,140
|
57,152
|
41,006
|
|||||||
Intercompany elimination - mortgage
|
(12,875
|
)
|
(15,834
|
)
|
(12,794
|
)
|
||||
Total revenue
|
$
|
3,907,109
|
$
|
3,177,408
|
$
|
2,641,173
|
||||
Cost of home construction and land sales:
|
||||||||||
Homebuilding
(1)
|
$
|
3,069,976
|
$
|
2,515,015
|
$
|
2,152,757
|
||||
Land and lot sales
|
42,631
|
34,854
|
15,452
|
|||||||
Intercompany elimination - mortgage
|
(12,875
|
)
|
(15,834
|
)
|
(12,794
|
)
|
||||
Total cost of home construction and land sales
|
$
|
3,099,732
|
$
|
2,534,035
|
$
|
2,155,415
|
||||
Selling, general and administrative:
|
||||||||||
Homebuilding operations
|
$
|
397,601
|
$
|
325,657
|
$
|
269,655
|
||||
Mortgage origination operations
|
31,841
|
30,991
|
22,929
|
|||||||
Total selling, general and administrative
|
$
|
429,442
|
$
|
356,648
|
$
|
292,584
|
(1) | Homebuilding revenues for fiscal 2004 reflect the recognition on a consolidated basis of $4.1 million of revenues related to closings that occurred in fiscal 2003, but for which funding was not received until fiscal 2004. During fiscal 2003, revenues and related cost of sales were not recognized on those closings where the buyers' initial investments were not sufficient to recognize profit at the time of closing. We received funding on such closings pursuant to commitments from bond authority programs in early fiscal 2004, at which time we recognized the revenues and related cost of sales. |
Cost of Home Construction and Land Sales
|
||||||||||
(in thousands)
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Revenues
|
$
|
3,907,109
|
$
|
3,177,408
|
$
|
2,641,173
|
||||
Cost of home construction and land sales
|
$
|
3,099,732
|
$
|
2,534,035
|
$
|
2,155,415
|
||||
Gross Margin
|
20.7
|
%
|
20.2
|
%
|
18.4
|
%
|
Selling, General and Administrative Expense
as a Percentage of Total Revenue
|
|
2004
|
11.0%
|
2003
|
11.2%
|
2002
|
11.1%
|
Number of Mortgages Originated
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Beazer Mortgage originations
|
9,633
|
10,139
|
8,882
|
|||||||
Total closings
|
16,151
|
15,409
|
13,603
|
|||||||
Capture rate
|
59
|
%
|
66
|
%
|
65
|
%
|
Debt
|
Due
|
Amount
|
|||||
4 5/8% Convertible Senior Notes
|
June 2024
|
$
|
180,000
|
||||
6 1/2% Senior Notes
|
November 2013
|
200,000
|
|||||
8 3/8% Senior Notes
|
April 2012
|
350,000
|
|||||
8 5/8% Senior Notes
|
May 2011
|
200,000
|
|||||
Term Loan
|
June 2008
|
200,000
|
|||||
Other Notes Payable
|
Various Dates
|
22,067
|
|||||
Unamortized discount
|
(14,663
|
)
|
|||||
Total
|
$
|
1,137,404
|
Land Bank
|
|||||||
Lots
|
Percentage
|
||||||
Owned
|
42,145
|
47
|
%
|
||||
Optioned
|
48,426
|
53
|
%
|
||||
Total
|
90,571
|
100
|
%
|
Aggregate Exercise Price of Options
|
||||
Options with specific performance
|
$
|
28,184
|
||
Options without specific performance
|
1,763,158
|
|||
Total options
|
$
|
1,791,342
|
· | economic changes nationally or in our local markets; |
· | volatility of mortgage interest rates and inflation; |
· | increased competition; |
· | shortages of skilled labor or raw materials used in the production of houses; |
· | increased prices for labor, land and raw materials used in the production of houses; |
· | increased land development costs on projects under development; |
· | the cost and availability of insurance, including the availability of insurance for the presence of mold; |
· | the impact of construction defect and home warranty claims; |
· | any delays in reacting to changing consumer preference in home design; |
· | terrorist acts and other acts of war; |
· | changes in consumer confidence; |
· | delays or difficulties in implementing initiatives to reduce our production and overhead cost structure; |
· | delays in land development or home construction resulting from adverse weather conditions; |
· | potential delays or increased costs in obtaining necessary permits as a result of changes to, or complying with, laws, regulations, or governmental policies; |
· | changes in accounting policies, standards, guidelines or principles, as may be adopted by regulatory agencies as well as the Financial Accounting Standards Board; |
· | the failure of our improvement plan for the Midwest to achieve desired results; or |
· | other factors over which we have little or no control. |
Buildings
|
15 years
|
Machinery and equipment
|
3 - 12 years
|
Information systems
|
3 - 5 years
|
Furniture and fixtures
|
3 - 5 years
|
Year Ended
|
||||||||||
September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Net income, as reported
|
$
|
235,811
|
$
|
172,745
|
$
|
122,634
|
||||
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects
|
4,503
|
2,410
|
1,443
|
|||||||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
|
(7,521
|
)
|
(5,409
|
)
|
(3,057
|
)
|
||||
Pro forma net income
|
$
|
232,793
|
$
|
169,746
|
$
|
121,020
|
||||
Earnings per share:
|
||||||||||
Basic - as reported
|
$
|
17.74
|
$
|
13.41
|
$
|
11.64
|
||||
Basic - pro forma
|
$
|
17.51
|
$
|
13.17
|
$
|
11.49
|
||||
Diluted - as reported
|
$
|
17.09
|
$
|
12.78
|
$
|
10.74
|
||||
Diluted - pro forma
|
$
|
16.97
|
$
|
12.65
|
$
|
10.66
|
|
2004
|
2003
|
2002
|
||
Expected volatility
|
44.14%
|
46.70%
|
40.70%
|
||
Expected dividend yield
|
0.40%
|
none
|
none
|
||
Risk-free interest rate
|
3.13%
|
3.60%
|
4.90%
|
||
Expected life (in years)
|
5.0
|
7.0
|
7.0
|
Inventory
|
$
|
357,801
|
||
Property, plant and equipment, net
|
9,085
|
|||
Goodwill
|
239,919
|
|||
Other assets
|
61,722
|
|||
Total assets acquired
|
$
|
668,527
|
||
Accounts payable and accrued liabilities
|
$
|
31,455
|
||
Revolving credit facility
|
59,600
|
|||
Other debt
|
63,641
|
|||
Total liabilities assumed
|
154,696
|
|||
Net assets acquired
|
$
|
513,831
|
Year Ended
|
||||
September 30, 2002
|
||||
Total revenues
|
$
|
3,046,841
|
||
Net income
|
$
|
141,753
|
||
Net income per share:
|
|
|||
Basic
|
$
|
11.37
|
||
Diluted
|
$
|
10.62
|
September 30, | |||||||
2004
|
2003
|
||||||
Homes under construction.
|
$
|
847,517
|
$
|
658,909
|
|||
Development projects in progress
|
1,105,933
|
919,257
|
|||||
Unimproved land held for future development
|
57,563
|
33,583
|
|||||
Model homes
|
78,317
|
76,060
|
|||||
Consolidated inventory not owned
|
254,765
|
35,674
|
|||||
$
|
2,344,095
|
$
|
1,723,483
|
Aggregate Exercise
|
||||
Price of
|
||||
Options
|
||||
Options with specific performance
|
$
|
28,184
|
||
Options without specific performance
|
1,763,158
|
|||
Total options
|
$
|
1,791,342
|
|
Year Ended September 30,
|
|||||||||
|
|
|
|
|||||||
|
2004
|
2003
|
2002
|
|||||||
Capitalized interest in inventory,
|
|
|
|
|||||||
beginning of year
|
$
|
34,285
|
$
|
24,441
|
$
|
16,271
|
||||
Interest incurred and capitalized
|
76,035
|
65,295
|
51,171
|
|||||||
Capitalized interest amortized
|
|
|
|
|||||||
to cost of sales
|
(66,199
|
)
|
(55,451
|
)
|
(43,001
|
)
|
||||
Capitalized interest in inventory,
|
|
|
|
|||||||
End of the year
|
$
|
44,121
|
$
|
34,285
|
$
|
24,441
|
September 30,
|
|||||||
2004
|
2003
|
||||||
Land and buildings
|
$
|
5,464
|
$
|
1,011
|
|||
Leasehold improvements
|
7,100
|
5,429
|
|||||
Machinery and equipment
|
20,459
|
18,954
|
|||||
Information systems
|
17,226
|
14,608
|
|||||
Furniture and fixtures
|
13,307
|
13,960
|
|||||
63,556
|
53,962
|
||||||
Less: Accumulated depreciation
|
(38,885
|
)
|
(34,777
|
)
|
|||
Property, plant and equipment, net
|
$
|
24,671
|
$
|
19,185
|
Year Ending September 30, | ||||
2005 | $ | 17,811 | ||
2006 | 4,256 | |||
2007 | - | |||
2008 | 200,000 | |||
2009 | - | |||
Thereafter | 930,000 | |||
Total | $ | 1,152,067 |
Year Ended September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
153,228
|
$
|
106,871
|
$
|
78,709
|
||||
State
|
22,427
|
16,261
|
13,566
|
|||||||
Deferred
|
(24,891
|
)
|
(10,348
|
)
|
(12,850
|
)
|
||||
Total
|
$
|
150,764
|
$
|
112,784
|
$
|
79,425
|
Year Ended September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Income tax computed at statutory rate
|
$
|
135,298
|
$
|
99,935
|
$
|
70,721
|
||||
State income taxes, net of federal
|
||||||||||
benefit
|
16,226
|
12,764
|
8,524
|
|||||||
Other
|
(760
|
)
|
85
|
180
|
||||||
Total
|
$
|
150,764
|
$
|
112,784
|
$
|
79,425
|
|
September 30,
|
||||||
|
2004
|
2003
|
|||||
Deferred Tax Assets:
|
|
|
|||||
Warranty and other reserves.
|
$
|
40,900
|
$
|
19,352
|
|||
Incentive compensation
|
7,377
|
3,752
|
|||||
Property, equipment and other assets
|
2,275
|
3,604
|
|||||
Interest rate swaps
|
354
|
2,203
|
|||||
Other
|
1,562
|
767
|
|||||
Total Deferred Tax Assets
|
52,468
|
29,678
|
|||||
|
|
||||||
Deferred Tax Liabilities:
|
|
|
|||||
Inventory valuation
|
(5,416
|
)
|
(3,518
|
)
|
|||
|
|
||||||
Net Deferred Tax Asset
|
$
|
47,052
|
$
|
26,160
|
|||
|
|
Year
Ending
September 30,
|
|
|||
2005
|
$
|
10,462
|
||
2006
|
9,049
|
|||
2007
|
7,096
|
|||
2008
|
5,770
|
|||
2009
|
4,250
|
|||
Thereafter
|
4,506
|
|||
Total
|
$
|
41,133
|
Year Ended September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Basic:
|
||||||||||
Net income
|
$
|
235,811
|
$
|
172,745
|
$
|
122,634
|
||||
Weighted average number of common shares outstanding
|
13,293
|
12,886
|
10,535
|
|||||||
Basic earnings per share
|
$
|
17.74
|
$
|
13.41
|
$
|
11.64
|
||||
Diluted:
|
||||||||||
Net income applicable to common stockholders
|
$
|
235,811
|
$
|
172,745
|
$
|
122,634
|
||||
Weighted average number of common shares outstanding
|
13,293
|
12,886
|
10,535
|
|||||||
Effect of dilutive securities:
|
||||||||||
Restricted stock units
|
243
|
252
|
364
|
|||||||
Options to acquire common stock
|
265
|
376
|
516
|
|||||||
Diluted weighted average number of common
|
||||||||||
shares outstanding
|
13,801
|
13,514
|
11,415
|
|||||||
Diluted earnings per share
|
$
|
17.09
|
$
|
12.78
|
$
|
10.74
|
Year Ended September 30,
|
|||||||||||||||||||
|
2004
|
2003
|
2002
|
||||||||||||||||
|
Shares
|
Weighted Average Exercise Price
|
Shares
|
Weighted Average Exercise Price
|
Shares
|
Weighted Average Exercise Price
|
|||||||||||||
Options outstanding at beginning of year
|
792,715
|
$
|
41.48
|
1,070,880
|
$
|
28.37
|
1,230,540
|
$
|
19.62
|
||||||||||
Granted
|
103,388
|
$
|
98.72
|
214,577
|
$
|
62.21
|
166,245
|
75.1
|
|||||||||||
Exercised
|
(259,467
|
)
|
$
|
20.66
|
(462,506
|
)
|
$
|
21.69
|
(298,907
|
)
|
18.46
|
||||||||
Forfeited
|
(29,368
|
)
|
$
|
69.21
|
(30,236
|
)
|
$
|
47.40
|
(26,998
|
)
|
27.1
|
||||||||
Options outstanding at end of year
|
607,268
|
$
|
58.78
|
792,715
|
$
|
41.48
|
1,070,880
|
$
|
28.37
|
||||||||||
Options exercisable at end of year
|
199,620
|
$
|
21.76
|
455,087
|
$
|
20.69
|
390,537
|
$
|
19.86
|
Stock Options Outstanding
|
Stock Options Exercisable
|
|||||
Range of Exercise Prices
|
Number Outstanding
|
Weighted Average Contractual Remaining Life (Years)
|
Weighted Average Exercise Price
|
Number Excercisable
|
Weighted Average Escercise Price
|
|
$18-$24
|
199,620
|
5.41
|
$21.76
|
199,620
|
$21.76
|
|
$56-$63
|
177,228
|
8.10
|
62.15
|
-
|
-
|
|
$74-$87
|
130,562
|
7.57
|
80.30
|
-
|
-
|
|
$97-$99
|
99,858
|
6.32
|
98.72
|
-
|
-
|
|
|
607,268
|
|
|
199,620
|
|
Year Ended September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Restricted shares, beginning of year
|
292,953
|
88,337
|
134,625
|
|||||||
Shares awarded
|
47,948
|
215,642
|
79,337
|
|||||||
Shares forfeited
|
(6,229
|
)
|
(2,026
|
)
|
-
|
|||||
Shares vested
|
-
|
(9,000
|
)
|
(125,625
|
)
|
|||||
Restricted shares, end of year
|
334,672
|
292,953
|
88,337
|
|
Year Ended September 30,
|
|||||||||
|
2004
|
2003
|
2002
|
|||||||
Bonus Stock issuable, beginning of year
|
128,404
|
209,158
|
237,362
|
|||||||
Shares awarded
|
36,833
|
22,847
|
28,029
|
|||||||
Shares forfeited
|
(712
|
)
|
(6,370
|
)
|
(2,905
|
)
|
||||
Shares vested and issued
|
(68,137
|
)
|
(97,231
|
)
|
(53,328
|
)
|
||||
Bonus Stock issuable, end of year
|
96,388
|
128,404
|
209,158
|
Year Ended September 30,
|
|||||||
2004
|
2003
|
||||||
Complaints outstanding at beginning of year
|
415
|
16
|
|||||
Complaints received during the year
|
564
|
399
|
|||||
Complaints resolved during the year
|
(92
|
)
|
-
|
||||
Complaints outstanding at end of year
|
887
|
415
|
Year Ended September 30,
|
|||||||
2004
|
2003
|
||||||
Balance at beginning of period
|
$
|
9,200
|
$
|
730
|
|||
Provisions
|
43,858
|
15,523
|
|||||
Payments
|
(10,885
|
)
|
(7,053
|
)
|
|||
Balance at end of period
|
$
|
42,173
|
$
|
9,200
|
Year Ended September 30,
|
||||||||||
2004
|
2003
|
2002
|
||||||||
Balance at beginning of period
|
$
|
40,473
|
$
|
25,527
|
$
|
16,464
|
||||
Provisions
|
80,291
|
39,244
|
24,883
|
|||||||
Payments
|
(34,601
|
)
|
(24,298
|
)
|
(15,820
|
)
|
||||
Balance at end of period
|
$
|
86,163
|
$
|
40,473
|
$
|
25,527
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Balance Sheet
|
||||||||||||||||
September 30, 2003
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
ASSETS
|
||||||||||||||||
Cash and cash equivalents
|
$
|
110,754
|
$
|
(40,079
|
)
|
$
|
2,697
|
$
|
-
|
$
|
73,372
|
|||||
Accounts receivable
|
-
|
64,620
|
1,383
|
-
|
66,003
|
|||||||||||
Owned inventory
|
-
|
1,677,965
|
-
|
9,844
|
1,687,809
|
|||||||||||
Consolidated inventory not owned
|
-
|
35,674
|
-
|
-
|
35,674
|
|||||||||||
Investments in unconsolidated joint ventures
|
-
|
26,569
|
-
|
-
|
26,569
|
|||||||||||
Deferred tax asset
|
26,160
|
-
|
-
|
-
|
26,160
|
|||||||||||
Property, plant and equipment, net
|
-
|
19,166
|
19
|
-
|
19,185
|
|||||||||||
Goodwill
|
-
|
251,603
|
-
|
-
|
251,603
|
|||||||||||
Investments in subsidiaries
|
1,246,831
|
-
|
-
|
(1,246,831
|
)
|
-
|
||||||||||
Intercompany
|
403,945
|
(415,211
|
)
|
11,266
|
-
|
-
|
||||||||||
Other assets
|
11,085
|
9,018
|
5,556
|
-
|
25,659
|
|||||||||||
Total Assets
|
$
|
1,798,775
|
$
|
1,629,325
|
$
|
20,921
|
$
|
(1,236,987
|
)
|
$
|
2,212,034
|
|||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||||||
Trade accounts payable
|
$
|
-
|
$
|
125,099
|
$
|
422
|
$
|
-
|
$
|
125,521
|
||||||
Other liabilities
|
64,963
|
242,503
|
9,642
|
3,888
|
320,996
|
|||||||||||
Obligations related to consolidated inventory not owned
|
-
|
30,457
|
-
|
-
|
30,457
|
|||||||||||
Intercompany
|
(1,248
|
)
|
-
|
1,248
|
-
|
-
|
||||||||||
Term Loan
|
200,000
|
-
|
-
|
-
|
200,000
|
|||||||||||
Senior Notes
|
541,365
|
-
|
-
|
-
|
541,365
|
|||||||||||
Total Liabilities
|
805,080
|
398,059
|
11,312
|
3,888
|
1,218,339
|
|||||||||||
|
|
|
|
|
||||||||||||
Stockholders' Equity
|
993,695
|
1,231,266
|
9,609
|
(1,240,875
|
)
|
993,695
|
||||||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,798,775
|
$
|
1,629,325
|
$
|
20,921
|
$
|
(1,236,987
|
)
|
$
|
2,212,034
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Statement of Income
|
||||||||||||||||
September 30, 2004
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
Total revenue
|
$
|
-
|
$
|
3,899,971
|
$
|
7,138
|
$
|
-
|
$
|
3,907,109
|
||||||
Costs and expenses:
|
||||||||||||||||
Home construction and land sales
|
76,035
|
3,023,697
|
-
|
-
|
3,099,732
|
|||||||||||
Selling, general and administrative
|
-
|
436,726
|
2,552
|
(9,836
|
)
|
429,442
|
||||||||||
Expenses related to retirement of debt
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Operating income
|
(76,035
|
)
|
439,548
|
4,586
|
9,836
|
377,935
|
||||||||||
Equity in income of unconsolidated joint ventures
|
-
|
1,561
|
-
|
-
|
1,561
|
|||||||||||
Other income/(expense), net
|
-
|
7,079
|
-
|
-
|
7,079
|
|||||||||||
Income before income taxes
|
(76,035
|
)
|
448,188
|
4,586
|
9,836
|
386,575
|
||||||||||
Provision for income taxes
|
(29,654
|
)
|
174,794
|
1,788
|
3,836
|
150,764
|
||||||||||
Equity in income of subsidiaries
|
282,192
|
-
|
-
|
(282,192
|
)
|
-
|
||||||||||
Net income
|
$
|
235,811
|
$
|
273,394
|
$
|
2,798
|
$
|
(276,192
|
)
|
$
|
235,811
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Statement of Income
|
||||||||||||||||
September 30, 2003
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
Total revenue
|
$
|
-
|
$
|
3,169,765
|
$
|
7,643
|
$
|
-
|
$
|
3,177,408
|
||||||
Costs and expenses:
|
||||||||||||||||
Home construction and land sales
|
65,295
|
2,478,059
|
525
|
(9,844
|
)
|
2,534,035
|
||||||||||
Selling, general and administrative
|
-
|
354,088
|
2,560
|
-
|
356,648
|
|||||||||||
Expenses related to retirement of debt
|
7,570
|
-
|
-
|
-
|
7,570
|
|||||||||||
Operating income
|
(72,865
|
)
|
337,618
|
4,558
|
9,844
|
279,155
|
||||||||||
Equity in income of unconsolidated joint ventures
|
-
|
1,597
|
-
|
-
|
1,597
|
|||||||||||
Other income, net
|
-
|
4,750
|
27
|
-
|
4,777
|
|||||||||||
Income before income taxes
|
(72,865
|
)
|
343,965
|
4,585
|
9,844
|
285,529
|
||||||||||
Provision for income taxes
|
(28,782
|
)
|
135,867
|
1,811
|
3,888
|
112,784
|
||||||||||
Equity in income of subsidiaries
|
216,828
|
-
|
-
|
(216,828
|
)
|
-
|
||||||||||
Net income
|
$
|
172,745
|
$
|
208,098
|
$
|
2,774
|
$
|
(210,872
|
)
|
$
|
172,745
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Statement of Income
|
||||||||||||||||
September 30, 2002
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
Total revenue
|
$
|
-
|
$
|
2,635,619
|
$
|
5,554
|
$
|
-
|
$
|
2,641,173
|
||||||
Costs and expenses:
|
||||||||||||||||
Home construction and land sales
|
51,171
|
2,112,261
|
153
|
(8,170
|
)
|
2,155,415
|
||||||||||
Selling, general and administrative
|
-
|
290,533
|
2,051
|
-
|
292,584
|
|||||||||||
Operating income
|
(51,171
|
)
|
232,825
|
3,350
|
8,170
|
193,174
|
||||||||||
Equity in income of unconsolidated joint ventures
|
-
|
2,338
|
-
|
-
|
2,338
|
|||||||||||
Other income, net
|
-
|
6,509
|
38
|
-
|
6,547
|
|||||||||||
Income before income taxes
|
(51,171
|
)
|
241,672
|
3,388
|
8,170
|
202,059
|
||||||||||
Provision for income taxes
|
(20,114
|
)
|
94,997
|
1,331
|
3,211
|
79,425
|
||||||||||
Equity in income of subsidiaries
|
153,691
|
-
|
-
|
(153,691
|
)
|
-
|
||||||||||
Net income
|
$
|
122,634
|
$
|
146,675
|
$
|
2,057
|
$
|
(148,732
|
)
|
$
|
122,634
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Statement of Cash Flows
|
||||||||||||||||
September 30, 2004
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
Net cash provided/(used) by operating activities
|
$
|
12,169
|
$
|
(88,774
|
)
|
$
|
2,886
|
$
|
-
|
$
|
(73,719
|
)
|
||||
Cash flows from investing activities:
|
||||||||||||||||
Capital expenditures
|
-
|
(10,271
|
)
|
-
|
-
|
(10,271
|
)
|
|||||||||
Proceeds from sale of fixed assets
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Investments in unconsolidated joint ventures
|
-
|
(25,844
|
)
|
-
|
-
|
(25,844
|
)
|
|||||||||
Distributions from and proceeds from sale of
|
-
|
|||||||||||||||
unconsolidated joint ventures
|
-
|
5,639
|
-
|
-
|
5,639
|
|||||||||||
Net cash used by investing activities
|
-
|
(30,476
|
)
|
-
|
-
|
(30,476
|
)
|
|||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds of Term Loan
|
200,000
|
-
|
-
|
-
|
200,000
|
|||||||||||
Repayment of Term Loan
|
(200,000
|
)
|
-
|
-
|
-
|
(200,000
|
)
|
|||||||||
Proceeds from issuance of 6 1/2% Senior Notes
|
198,100
|
-
|
-
|
-
|
198,100
|
|||||||||||
Proceeds from issuance of 4 5/8% Convertible Senior Notes
|
174,600
|
-
|
-
|
-
|
174,600
|
|||||||||||
Advances to/from subsidiaries
|
(82,516
|
)
|
87,760
|
(5,244
|
)
|
-
|
-
|
|||||||||
Debt Issuance Cost
|
(3,354
|
)
|
-
|
-
|
-
|
(3,354
|
)
|
|||||||||
Proceeds from stock option exercises
|
5,362
|
-
|
-
|
-
|
5,362
|
|||||||||||
Common share repurchases
|
(17,546
|
)
|
-
|
-
|
-
|
(17,546
|
)
|
|||||||||
Dividends paid
|
(5,459
|
)
|
-
|
-
|
-
|
(5,459
|
)
|
|||||||||
Net cash provided/(used) by financing activities
|
269,187
|
87,760
|
(5,244
|
)
|
-
|
351,703
|
||||||||||
Increase (decrease) in cash and cash equivalents
|
281,356
|
(31,490
|
)
|
(2,358
|
)
|
-
|
247,508
|
|||||||||
Cash and cash equivalents at beginning of year
|
110,754
|
(40,079
|
)
|
2,697
|
-
|
73,372
|
||||||||||
Cash and cash equivalents at end of year
|
$
|
392,110
|
$
|
(71,569
|
)
|
$
|
339
|
$
|
-
|
$
|
320,880
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Statement of Cash Flows
|
||||||||||||||||
September 30, 2003
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
Net cash provided/(used) by operating activities
|
$
|
(11,140
|
)
|
$
|
(32,990
|
)
|
$
|
3,081
|
$
|
-
|
$
|
(41,049
|
)
|
|||
Cash flows from investing activities:
|
||||||||||||||||
Capital expenditures
|
- |
(9,309
|
)
|
(16
|
)
|
- |
(9,325
|
)
|
||||||||
Investments in unconsolidated joint ventures
|
- |
(4,941
|
)
|
-
|
- |
(4,941
|
)
|
|||||||||
Distributions from and proceeds from sale
|
||||||||||||||||
of unconsolidated joint ventures
|
- |
7,714
|
-
|
- |
7,714
|
|||||||||||
Net cash used by investing activities
|
-
|
(6,536
|
)
|
(16
|
)
|
-
|
(6,552
|
)
|
||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds from Term Loan
|
200,000
|
- |
-
|
- |
200,000
|
|||||||||||
Repayment of Term Loan
|
(100,000
|
)
|
- |
-
|
- |
(100,000
|
)
|
|||||||||
Redemption of 8 7/8% Senior Notes
|
(104,438
|
)
|
- |
-
|
- |
(104,438
|
)
|
|||||||||
Advances (to) from subsidiaries
|
(21,445
|
)
|
25,206
|
(3,761
|
)
|
- |
-
|
|||||||||
Debt issuance costs
|
(2,458
|
)
|
- |
-
|
- |
(2,458
|
)
|
|||||||||
Proceeds from stock option exercises
|
9,805
|
- |
-
|
- |
9,805
|
|||||||||||
Common share repurchases
|
(6,925
|
)
|
- |
-
|
- |
(6,925
|
)
|
|||||||||
Net cash provided/(used) by financing activities
|
(25,461
|
)
|
25,206
|
(3,761
|
)
|
-
|
(4,016
|
)
|
||||||||
Decrease in cash and cash equivalents
|
(36,601
|
)
|
(14,320
|
)
|
(696
|
)
|
-
|
(51,617
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
147,355
|
(25,759
|
)
|
3,393
|
-
|
124,989
|
||||||||||
Cash and cash equivalents at end of year
|
$
|
110,754
|
$
|
(40,079
|
)
|
$
|
2,697
|
$
|
-
|
$
|
73,372
|
Beazer Homes USA, Inc.
|
||||||||||||||||
Consolidating Statement of Cash Flows
|
||||||||||||||||
September 30, 2002
|
||||||||||||||||
(in thousands)
|
||||||||||||||||
Consolidated
|
||||||||||||||||
Beazer
|
Beazer
|
|||||||||||||||
Homes
|
Guarantor
|
Non-Guarantor
|
Consolidating
|
Homes
|
||||||||||||
USA, Inc.
|
Subsidiaries
|
Subsidiaries
|
Adjustments
|
USA, Inc.
|
||||||||||||
Net cash provided/(used) by operating activities
|
$
|
(18,717
|
)
|
$
|
71,291
|
$
|
6,890
|
$
|
-
|
$
|
59,464
|
|||||
Cash flows from investing activities:
|
||||||||||||||||
Capital expenditures
|
- |
(8,213
|
)
|
-
|
- |
(8,213
|
)
|
|||||||||
Proceeds from sale of fixed assets
|
- |
4,800
|
-
|
- |
4,800
|
|||||||||||
Investments in unconsolidated joint ventures
|
- |
(3,146
|
)
|
-
|
- |
(3,146
|
)
|
|||||||||
Distributions from and proceeds from sale
|
- | - | ||||||||||||||
of unconsolidated joint ventures
|
- |
12,736
|
-
|
- |
12,736
|
|||||||||||
Acquisitions, net of cash acquired
|
- |
(320,810
|
)
|
-
|
- |
(320,810
|
)
|
|||||||||
Net cash used by investing activities
|
-
|
(314,633
|
)
|
-
|
-
|
(314,633
|
)
|
|||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds from issuance of 8 3/8% Senior Notes
|
343,000
|
- |
-
|
- |
343,000
|
|||||||||||
Advances (to) from subsidiaries
|
(223,050
|
)
|
225,916
|
(2,866
|
)
|
- |
-
|
|||||||||
Debt issuance costs
|
(7,513
|
)
|
- |
-
|
- |
(7,513
|
)
|
|||||||||
Proceeds from stock option exercises
|
5,162
|
- |
-
|
- |
5,162
|
|||||||||||
Common share repurchases
|
(2,169
|
)
|
- |
-
|
- |
(2,169
|
)
|
|||||||||
Net cash provided/(used) by financing activities
|
115,430
|
225,916
|
(2,866
|
)
|
-
|
338,480
|
||||||||||
Increase/(decrease) in cash and cash equivalents
|
96,713
|
(17,426
|
)
|
4,024
|
-
|
83,311
|
||||||||||
Cash and cash equivalents at beginning of year
|
50,642
|
(8,333
|
)
|
(631
|
)
|
-
|
41,678
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
147,355
|
$
|
(25,759
|
)
|
$
|
3,393
|
$
|
-
|
$
|
124,989
|
Quarterly Financial Data
|
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
Summarized quarterly financial information (unaudited):
|
|
|
|
||||||||||
|
|
|
|
|
|||||||||
|
Quarter Ended
|
||||||||||||
(in thousands, except per share data)
|
September 30
|
June 30
|
March 31
|
December 31
|
|||||||||
|
|
|
|
|
|||||||||
Fiscal 2004:
|
|
|
|
|
|||||||||
Total revenue
|
$
|
1,211,141
|
$
|
1,009,279
|
$
|
876,581
|
$
|
810,108
|
|||||
Operating income
|
128,201
|
96,238
|
77,844
|
75,652
|
|||||||||
Net income
|
80,087
|
59,680
|
48,858
|
47,186
|
|||||||||
Net income per common share:
|
|
|
|
|
|||||||||
Basic
|
$
|
6.05
|
$
|
4.48
|
$
|
3.66
|
$
|
3.55
|
|||||
Diluted
|
$
|
5.82
|
$
|
4.31
|
$
|
3.52
|
$
|
3.41
|
|||||
|
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
Fiscal 2003:
|
|
|
|
|
|||||||||
Total revenue
|
$
|
1,039,923
|
$
|
771,758
|
$
|
665,567
|
$
|
700,160
|
|||||
Operating income
|
92,634
|
65,968
|
61,487
|
59,066
|
|||||||||
Net income
|
57,164
|
40,689
|
37,972
|
36,920
|
|||||||||
Net income per common share:
|
|
|
|
|
|||||||||
Basic
|
$
|
4.38
|
$
|
3.16
|
$
|
2.96
|
$
|
2.88
|
|||||
Diluted
|
$
|
4.18
|
$
|
3.01
|
$
|
2.83
|
$
|
2.75
|
Page herein
|
|
Consolidated Statements of Income for the years ended September 30, 2004, 2003 and 2002.
|
33
|
Consolidated Balance Sheets as of September 30, 2004 and 2003.
|
34
|
Consolidated Statements of Stockholders Equity for the years ended September 30, 2004, 2003 and 2002.
|
35
|
Consolidated Statements of Cash Flows for the years ended September 30, 2004, 2003 and 2002.
|
36
|
Notes to Consolidated Financial Statements.
|
37
|
Exhibit
Number
|
Exhibit Description
|
Page herein or
incorporated by
reference from
|
|||
2.1
|
---
|
Agreement and Plan of Merger among Beazer Homes USA, Inc., Beazer Homes Investment Corp., and Crossmann Communities Inc. dated as of January 29, 2002
|
(6)
|
||
3.1
|
---
|
Amended and Restated Certificate of Incorporation of the Company
|
(9)
|
||
3.2
|
---
|
Second Amended and Restated Bylaws of the Company
|
Filed herewith
|
||
4.1
|
---
|
Indenture dated as of May 21, 2001 among the Company and U.S. Bank Trust National Association, as trustee, related to the Companys 8 5/8% Senior Notes due 2011
|
(5)
|
||
4.2
|
---
|
Supplemental Indenture (8 5/8% Notes) dated as of May 21, 2001 among the Company, its subsidiaries party thereto and U.S. Bank Trust National Association, as trustee
|
(5)
|
||
4.3
|
---
|
Form of 8 5/8 % Senior Notes due 2011
|
(5)
|
||
4.4
|
---
|
Specimen of Common Stock Certificate
|
(2)
|
||
4.5*
|
---
|
Retirement Savings and Investment Plan (the RSIP)
|
(1)
|
||
4.6*
|
---
|
RSIP Summary Plan Description
|
(1)
|
||
4.7
|
---
|
Rights Agreement, dated as of June 21, 1996, between the Company and First Chicago Trust Company of New York, as Rights Agent
|
(8)
|
||
4.8
|
---
|
Indenture dated as of April 17, 2002 among Beazer, the Guarantors party thereto and U.S. Bank Trust National Association, as trustee, related to the Companys
8 3/8% Senior Notes due 2012
|
(6)
|
||
4.9
|
---
|
First Supplemental Indenture dated as of April 17, 2002 among Beazer, the Guarantors party thereto and U.S. Bank Trust National Association, as trustee, related to the Companys 8 3/8% Senior Notes due 2012
|
(6)
|
||
4.10
|
---
|
Form of 8 3/8 % Senior Notes due 2012
|
(6)
|
||
4.11
|
---
|
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
|
(8)
|
4.12
|
---
|
Form of 6 1/2 % Senior Notes due 2013
|
(8)
|
||
4.13
|
---
|
Indenture dated as of June 8, 2004 among Beazer, the Guarantors party thereto and SunTrust Bank, as trustee, related to the 4 5/8% Convertible Senior Notes due 2024
|
(10)
|
||
4.14
|
---
|
Form of 4 5/8% Convertible Senior Notes due 2024
|
(10)
|
||
10.1*
|
---
|
Amended and Restated 1994 Stock Incentive Plan
|
(3)
|
||
10.2*
|
---
|
Non-Employee Director Stock Option Plan
|
(8)
|
||
10.3*
|
---
|
Amended and Restated 1999 Stock Incentive Plan
|
(7)
|
||
10.4*
|
---
|
2005 Value Created Incentive Plan
|
Filed herewith
|
||
10.5*
|
---
|
Amended and Restated Corporate Management Stock Purchase Program
|
Filed herewith
|
||
10.6*
|
---
|
Customer Survey Incentive Plan
|
Filed herewith
|
||
10.7*
|
---
|
Director Stock Purchase Program
|
Filed herewith
|
||
10.8*
|
---
|
Form of Stock Option and Restricted Stock Award Agreement
|
Filed herewith
|
||
10.9*
|
---
|
Form of Stock Option Award Agreement
|
Filed herewith
|
||
10.9-15
|
Amended and Restated Employment Agreements dated as of September 1, 2004:
|
||||
10.10*
|
---
|
Ian J. McCarthy
|
(11)
|
||
10.11*
|
---
|
Michael H. Furlow
|
(11)
|
||
10.12*
|
---
|
James OLeary
|
(11)
|
||
10.13*
|
---
|
Lowell Ball
|
(11)
|
||
10.14*
|
---
|
Michael T. Rand
|
(11)
|
||
10.15*
|
---
|
John Skelton
|
(11)
|
||
10.16-22
|
Supplemental Employment Agreements dated as of September 1, 2004:
|
||||
10.16*
|
---
|
Ian J. McCarthy
|
(11)
|
||
10.17*
|
---
|
Michael H. Furlow
|
(11)
|
||
10.18*
|
---
|
James OLeary
|
(11)
|
||
10.19*
|
---
|
Lowell Ball
|
(11)
|
||
10.20*
|
---
|
Michael T. Rand
|
(11)
|
||
10.21*
|
---
|
John Skelton
|
(11)
|
||
10.22*
|
---
|
Jonathan P. Smoke
|
(11)
|
||
10.23* |
---
|
Employment Agreement dated as of September 1, 2004 for Cory J. Boydston |
Filed herewith
|
||
10.24
|
---
|
Purchase Agreement for Sanford Homes of Colorado LLLP
|
(4)
|
||
10.25
|
---
|
Amended and Restated Credit Agreement dated as of May 28, 2004 between the Company and Bank One, NA, as Agent, Guaranty Bank, BNP Paribas and Wachovia Bank, National Association as Syndication Agents, The Royal Bank of Scotland plc as Documentation Agent, SunTrust Bank, PNC Bank, National Association and Washington Mutual Bank, FA, as Managing Agents, Comerica Bank and Key Bank National Association as Co-Agents, and Banc One Capital Markets, Inc., Lead Arranger and Sole Bookrunner.
|
(12)
|
||
21
|
---
|
Subsidiaries of the Company
|
Filed herewith
|
||
23
|
---
|
Consent of Deloitte & Touche LLP
|
Filed herewith
|
||
31.1
|
---
|
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
||
31.2
|
---
|
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
||
32.1
|
---
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
||
32.2
|
---
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
* Represents a management contract or compensatory plan or arrangement
|
||||
(1)
|
Incorporated herein by reference to the exhibits to the Companys Registration Statement on Form S-8 (Registration No. 33-91904) filed on May 4, 1995.
|
|||
(2)
|
Incorporated herein by reference to the exhibits to the Companys Registration Statement on Form S-1 (Registration No. 33-72576) initially filed on December 6, 1993.
|
|||
(3)
|
Incorporated herein by reference to the exhibits to the Companys 10-Q for the quarterly period ended December 31, 2000.
|
|||
(4)
|
Incorporated herein by reference to the exhibits to the Companys report on Form 8-K filed on August 10, 2001.
|
|||
(5)
|
Incorporated herein by reference to the exhibits to the Companys report on Form 10-K for the year ended September 30, 2001.
|
|||
(6)
|
Incorporated herein by reference to the exhibits to the Companys Registration Statement on Form S-4 (Registration No. 333-92470) filed on July 16, 2002.
|
|||
(7)
|
Incorporated herein by reference to the exhibits to the Companys Registration Statement on Form S-8/S-3 (Registration No. 333-101142) filed on November 12, 2002.
|
|||
(8)
|
Incorporated herein by reference to the exhibits to the Companys report on Form 10-K for the year ended September 30, 2003.
|
|||
(9)
|
Incorporated herein by reference to the exhibits to the Companys Registration Statement on Form S-4/A filed on March 12, 2002.
|
|||
(10)
|
Incorporated herein by reference to the exhibits to the Companys 10-Q for the quarterly period ended June 30, 2004.
|
|||
(11)
|
Incorporated herein by reference to the exhibits to the Companys report on Form 8-K filed on September 1, 2004.
|
|||
(12)
|
Incorporated herein by reference to the exhibits to the Companys report on Form 8-K filed on June 2, 2004.
|
3.2
|
---
|
Second Amended and Restated Bylaws of the Company
|
|
10.4*
|
---
|
2005 Value Created Incentive Plan
|
|
10.5*
|
---
|
Amended and Restated Corporate Management Stock Purchase Program
|
|
10.6*
|
---
|
Customer Survey Incentive Plan
|
|
10.7*
|
---
|
Director Stock Purchase Program
|
|
10.8*
|
---
|
Form of Stock Option and Restricted Stock Award Agreement
|
|
10.9*
|
---
|
Form of Stock Option Award Agreement
|
|
10.23*
|
---
|
Employment Agreement dated as of September 1, 2004 for Cory J. Boydston | |
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
|
By:
/s/ IAN J. MCCARTHY
|
||
Name: Ian J. McCarthy
|
||
Title: President and Chief Executive Officer
|
||
Date: December 6, 2004
|
||
December 6, 2004
|
By:
/s/ BRIAN C. BEAZER
|
Date
|
Brian C. Beazer, Director and Non-Executive Chairman of the Board
|
December 6, 2004
|
By:
/s/ IAN J. MCCARTHY
|
Date
|
Ian J. McCarthy, Director, President and Chief Executive Officer
(Principal Executive Officer)
|
December 6, 2004
|
By:
/s/ LAURENT ALPERT
|
Date
|
Laurent Alpert, Director
|
December 6, 2004
|
By:
/s/ KATIE J. BAYNE
|
Date
|
Katie J. Bayne, Director
|
December 6, 2004
|
By:
/s/ MAUREEN E. OCONNELL
|
Date
|
Maureen E. OConnell, Director
|
December 6, 2004
|
By: /s/ LARRY T. SOLARI
|
Date
|
Larry T. Solari, Director
|
December 6, 2004
|
By:
/s/ STEPHEN P. ZELNAK
|
Date
|
Stephen P. Zelnak, Jr., Director
|
December 6, 2004
|
By:
/s/ JAMES OLAERY
|
Date
|
James OLeary, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
December 6, 2004
|
By:
/s/ MICHAEL T. RAND
|
Date
|
Michael T. Rand, Senior Vice President, Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
Exhibit 10.4
|
1. | Initial Bank |
Each participant may have a bank set up when they enter the Plan. The maximum initial amount in the bank is half of the participants salary. The initial amount in the Bank under this Plan for participants who participated in any of the Companys prior VCIPs is their former bank balance adjusted pursuant to Section 6. |
2. | Funding of the Potential Annual Awards, and Percentages of VC and IVC |
Each year, the participants potential award will be funded based upon a set percentage of VC (if positive) and a set percentage of IVC (if positive). The percentage used of VC will vary based upon the level of VC and will decrease as VC increases. The percentage of IVC is fixed regardless of the level of VC or IVC. Exact percentages are determined by the participants position. Actual incentive payments to each participant are subject to adjustments for three additional performance factors: (a) Profitable Growth, (b) Customer Satisfaction and (c) Construction Quality and Workplace Safety. These additional factors are outlined in Section 9. |
3. | Same Percentages of VC and IVC Put in Bank |
Each year, the same percentage of VC and the same percentage of IVC used in 2, above, are also put into a bank. Unlike the annual payment, however, both positive and negative numbers are put in the bank. The bank balance can become negative. The bank is subject to a maximum limit (see Section 6). |
4. | One-Third of Bank Paid Out Each Year |
Each year, after adding or subtracting the current years amounts to the bank, one-third of the bank is paid out. |
5. | Maximum Cash Payment Under Plan Is Set Multiple of Salary; Excess in Bank |
Subject to Section 10 below, the maximum annual cash payment is determined as a set multiple of the participants annual salary for that year. The multiple increases as VC increases. Any excess over the maximum amount remains in the bank, subject to the limit described in Section 6. |
6. | Bank Has Maximum Limit, Excess Paid in Restricted Stock and/or Deferred Compensation |
The maximum balance of the bank, after current year additions and payments, is equal to one time that years maximum cash payment. Twenty-five percent (25%) of any amount over this limit will be awarded in a combination of restricted stock and/or deferred compensation (see Section 13). The remaining 75% of that excess is forfeited. Any restricted stock and/or deferred compensation will vest three years after the end of the fiscal year and is forfeited upon severance, resignation, retirement, death, or termination for any reason before vesting. |
7. | Ten Percent of Bank Paid in Deferred Compensation |
At the end of each year, 10% of the ending bank, after current year adjustments, cash payments and any reduction for excess over maximum limit, will be awarded as deferred compensation. Such deferred compensation will vest three years after the end of the fiscal year and is forfeited upon severance, resignation, retirement, death, or termination for any reason before vesting. |
8. | Bank Is Carried Forward And Is Lost Upon Termination |
The bank balance, positive or negative, is carried forward to the next year. Any positive balance in the bank is at risk and may be reduced or eliminated by performance in subsequent years. The bank is forfeited upon severance, resignation, retirement, death, or termination for any reason. The bank is also forfeited when any participant ceases to be a full-time employee. The bank is not deferred compensation. It represents future bonus potential based upon a combination of both past and future performance. |
9. | Additional Performance Factors-Adjustments to Potential Annual Payment |
Actual Incentive Payments are funded based upon 100% of the calculated Value Created and Incremental Value Created results up to the maximum amount, and are adjusted by the following performance factors and percentages. The Compensation Committee shall adopt from time to time a schedule showing the percentage adjustments based on scores or other elements achieved with respect to the following: |
(a)
|
Profitable Growth:
|
0% to +10%
|
|
|
(b)
|
Customer Satisfaction:
|
-10% to +5%
|
|
(c)
|
Construction Quality and Workplace Safety:
|
-10% to +5%
|
Actual incentive payments adjustments can vary from -20% to +20% of the amount that would be payable under VCIP before performance factor adjustments. Each factor is outlined below. |
(a) Profitable Growth: To encourage growth in both revenue and profit margin, with a higher weighting toward improving profit margin as compared to revenue growth. However, no positive adjustment to the incentive payment would occur without revenue growth over the prior year. |
(b) Customer Satisfaction: To encourage customer service, referrals, and Beazer brand development, adjustments will occur based upon the results of customer satisfaction surveys: |
Recommend to a Friend:
|
-5% to + 2.5%
|
|
Total Satisfaction:
|
-2.5% to + 1.25%
|
|
Overall Service Satisfaction:
|
-2.5% to +1.25%
|
10. | Election to Defer Portion of Annual Cash Payment |
Participants may elect to defer a portion of the cash bonus under the Corporate Management Stock Purchase Program (CMSPP) and/or the Deferred Compensation Plan (DCP) no later than the December 31 st preceding the calendar year to which a bonus relates, Details of the CMSPP and the DCP are available separately from the Corporate Human Resources Department. |
11. | Annual Total Award Limit |
The maximum total amount of cash, restricted stock (valued at the current stock price) and deferred compensation paid and/or awarded to any participant in any one year is $5,000,000 excluding the Performance Factor adjustments, and $6,000,000 including the Performance Factor adjustments. |
Page 3 of 5 | ||
|
12. | Payments At Discretion of Compensation Committee; Review and Amendment |
Payments under this Plan are made subject to the sole discretion of the Compensation Committee of the Board of Directors. Without limiting the foregoing, the Committee may reduce or disallow any payment or award under this Plan on a case-by-case basis in appropriate circumstances, including the following: (a) if a participant has breached any corporate policy or ethical standard, or (b) if a participant has pursued any particular business policy to advance self-interest at the expense of the interests or policies of the Company, provided that no such reduction or disallowance shall be allowed to cause an increase in any other participants payment or award under this Plan. Annually, the Compensation Committee will review and confirm the calculations of payments and awards to be made and document such review in writing prior to such payments and awards being made. The Compensation Committee intends to review the Value Created Incentive Plan for potential changes at least every three years and reserves the right to amend it for any fiscal year prior to the commencement of such fiscal year, subject to shareholder approval if required by law or the rules of the NYSE. |
13. | Restricted Stock And Deferred Compensation |
Restricted stock awarded under this Plan is awarded based upon the closing stock price as of the date of such award. The combination of restricted stock and deferred compensation to be awarded under Section 6 will be determined by the Compensation Committee based upon an aggregate limitation of 40,000 shares of restricted stock in any one year. Restricted stock and deferred compensation awarded under this Plan are subject to the terms of any Beazer plan under which such restricted stock is issued or deferred compensation is awarded above; such reduction will be made pro rata among those participants receiving restricted stock. |
14. | Status of Value Created Incentive Plan and Tax Deductibility |
This VCIP is effective October 1, 2004. The prior VCIP is terminated as of September 30, 2004 for the participants under this Plan. |
15. | Senior Regional Presidents |
Senior Regional Presidents will be subject to variations of the Plan as described in Addendum A, provided to Senior Regional Presidents. |
Page 4 of 5 | ||
|
1. | Capital Charge: The Capital Charge is currently 11% of Average Capital Employed, but may be adjusted by the Compensation Committee from time to time. |
2. | Adjustments to Capital Charge: Twenty percent (20%) of all land purchased each year will qualify as Strategic Land Bank acquisitions, the effect of which will be a reduction of the capital charge by 11% of the qualifying 20%. |
3. | Participation in the Consolidated Performance: To encourage inter-regional cooperation for the benefit of the Company as a whole, SRPs will have an upward or downward adjustment in their bonus payment by participation in the financial performance of the consolidated corporation. In principle, 75% of their bonus will be dependent on regional performance and 25% on the performance of the total Company. To determine the corporate bonus factor, a corporate sheet will be prepared using: |
a. | Corporate financial performance data for VC, IVC, Profitable Growth, Customer Satisfaction and Construction Quality and Workplace Safety. Any appropriate adjustments in the corporate sheet for Land Bank acquisitions or excess cash balances will also be utilized. |
b. | The SRPs individual salary and bonus cap multiples. |
c. | Percentages applied to VC and IVC as determined specifically for the SRPs by the Compensation Committee and subject to change by the Compensation Committee from time to time. |
d. | Opening bank that is the same each year as the SRPs regional opening bank. |
4. | Combining: The resulting indicated corporate bonus is then combined with the bonus that would be paid on the regions performance alone, with a 25% weight to the corporate bonus and a 75% weight applied to the regional bonus, to determine the actual bonus to be paid. The result could be higher or lower than the regional bonus alone. The regional performance calculations alone will be used to determine the SRPs bank, deferred compensation, and conversion of excess bank balance, if any. The SRPs cash payment will be calculated based on the weightings of 25% corporate and 75% regional performance, as outlined above. |
Page 5 of 5 | ||
|
Exhibit 10.5
2.1 | Award - shall mean Restricted Stock Units granted under the Program. |
2.2 | Award Agreement - shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Program. |
2.3 | Award Date - shall mean the last business day of a Fiscal Year. |
2.4 | Beneficiary - shall mean a beneficiary or beneficiaries designated by Participant under Article 7. |
2.5 | Board - shall mean the Board of Directors of the Company. |
2.6 | Bonus - shall mean a bonus awarded under the incentive plan(s) in place for Beazer executives for a Fiscal Year. |
2.7 | Committee - shall mean the Stock Option and Incentive Committee or any other Committee of the Board designated by the Board to administer the Plan which shall consist of at least two members appointed from time to time by the Board. Each Committee member must qualify as an outside director as defined in the Treasury Regulation §1.162-27(e)(3) (or any successor rule) and, to the extent necessary to qualify Awards hereunder for exemption from the liability provisions of Rule 16b-3, a non-employee director as defined in Reg. §240.16b-3(b)(3) (or any successor rule) of the Securities Exchange Act of 1934. |
2.8 | Company - shall mean Beazer Homes USA, Inc. and its subsidiaries. |
2.9 | Cost - shall mean the amount actually paid for a Restricted Stock Unit. |
2.10 | Deferral Period - shall mean a period of time (expressed in whole months) of not less than thirty-six months and not greater than 119 months in length beginning on an Award Date specified with respect to Restricted Stock Units awarded on that Award Date. A Participant may elect on his/her Election Form delivered to the Company as required in Section 5.2, any Deferral Period with respect to Restricted Stock Units awarded to the first day of any month which is more than thirty-six months after the Award Date, but less than 120 months after the Award Date. |
2.11 | Discounted Cost - shall mean 80% of the Fair Market Value of a share of Common Stock on the Award Date. |
2.12 | Election Form - shall mean the form on which the Participant elects to defer a portion of his/her annual bonus and receive an Award. |
2.13 | Fair Market Value - shall mean the fair market value of any property (including, but not limited to, shares of Common Stock or other security) determined by a valuation method as established by the Committee from time to time. However, for purposes of the Program, the Fair Market Value of shares of Common Stock on any day on which shares of Common Stock are traded on the New York Stock Exchange (NYSE) or any other nationally recognized stock exchange or automated quotation system shall be the closing price of such shares of Common Stock as reported by the NYSE or such other exchange or quotation system. |
1 | ||
|
2.14 | Fiscal Year - shall mean the fiscal year of the Company. |
2.15 | Participant - shall mean an executive participating in this Program. |
2.16 | Plan - shall mean the Beazer Homes USA, Inc. 1999 Stock Incentive Plan. |
2.17 | Program - shall mean this Beazer Homes USA, Inc. Amended and Restated Corporate Management Stock Purchase Program. |
2.18 | Restricted Stock Unit or RSU - shall mean a bookkeeping entry representing the right to receive a share of Common Stock at some future date. A holder of RSUs shall not be entitled to voting rights on any Shares to which the RSUs relate. The fair market value of an RSU on any date shall be deemed to be the Fair Market Value of a share of Common Stock on that date. |
2.19 | Subsidiary - shall mean a company at least 50% of whose issued and outstanding stock is owned directly or indirectly by the Company. |
3.1 | Power and Authority of the Committee . The Program shall be administered by the Committee. Subject to the express provisions of this Program, the Plan and applicable law, the Committee shall have complete discretion and authority with respect to the Program and its interpretation and application. Determination by the Committee shall be final and binding on all parties with respect to all matters relating to the Program. |
3.2 | Delegation . The Committee may delegate its powers and duties under the Program to one or more officers of the Company or any Affiliate or a committee of such officers, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion and subject to the requirements of the Plan. |
5.1 | General . Each Participant shall be entitled to elect to defer all or a portion of his/her Bonus on a pre-tax basis and receive an award of RSUs at some future date. The number of RSUs to be awarded to Participants shall be determined using the Discounted Cost of the Common Stock on the Award Date. |
5.2 | Purchases . For each Fiscal Year, each Participant may elect to receive all or a portion (in whole percentages) of his/her Bonus for that Fiscal Year as an award of RSUs (the Discretionary Amount and Credited Amount) by completing an Election Form. The Election Form shall provide that the Participant elects to receive RSUs in lieu of a specified portion of his/her Bonus. Each Election Form shall specify a Deferral Period with respect to the RSUs to which it pertains. Election Forms must be received by the Company no later than the last business day of the Fiscal Year immediately preceding the Fiscal Year for which such Bonus amount is earned and paid. |
2 | ||
|
5.3 | Award of RSUs . The Company shall award RSUs to each Participant on the Award Date. Each Participant shall be credited with a whole number of RSUs determined by dividing (a) the amount of the Discretionary Amount to be received as an award of RSUs under paragraph 5.2 by (b) the Discounted Cost of a share of Common Stock on the Award Date. No fractional RSU will be credited and the amount equivalent in value to the fractional RSU will be paid out to the Participant currently in cash. An Award Agreement will be forwarded as soon as practicable after the Award Date. |
6.1 | Vesting . A Participant shall be fully vested in each RSU 36 months after the Award Date pertaining to that RSU provided that the Participant has remained an employee for that entire 36-month period. |
6.2 | Payment after Vesting . With respect to each vested RSU, the Company shall issue to the Participant one share of Common Stock (Deferred Compensation Share) as soon as practicable after the end of the Deferral Period specified in the Participants Award Agreement. |
6.3 | Payment Prior to Vesting . In the event the Participant does not remain an employee until the end of the 36-month period due to: |
(a) | Termination for Cause (as defined in an Award Agreement), the Participant shall be entitled to receive from the Company payment in an aggregate amount equal to the lesser of (x) the Credited Amount, or (y) the Fair Market Value of the number of shares of Common Stock represented by the RSUs on the date of termination of the Participant; |
(b) | Voluntary resignation or otherwise voluntarily terminating his/her employment with the Company or one of its Subsidiaries for any reason other than as the result of his or her death, incapacity (as defined in an Award Agreement) or retirement, the Participant shall receive from the Company payment in an aggregate amount equal to the lesser of (x) the Credited Amount, or (y) the Fair Market Value of the number of shares of Common Stock represented by the RSUs on the date of resignation or termination by Participant. |
(c) | Termination by the Company for any reason other than Cause, Participant shall be entitled to receive from the Company: (i) the pro rata portion (the Issuable Shares) of the Deferred Compensation Shares which is the product of (x) the aggregate number of Deferred Compensation Shares into which the Credited Amount would be convertible at the end of the Deferral Period in accordance with the provisions of Article 6.2 hereof and (y) a fraction, the numerator of which is the number of whole months elapsed since the Award Date and the denominator of which is thirty-six (36); and (iii) in respect of the pro rata portion of the Credited Amount which is not converted into Issuable Shares (the Remaining Credit), payment is an aggregate amount equal to the lesser of (xx) the Remaining Credit, or (yy) the Fair Market Value, on the date of termination ofParticipant, of that number of Deferred Compensation Shares into which the Remaining Credit would have been converted in accordance with the provisions of Article 6.2 hereof. |
(d) | Termination as the result of death, incapacity (as defined in an Award Agreement) or retirement, the Credited Amount shall be automatically converted, as of the date of such termination of Participant, into Deferred Compensation Shares in accordance with the provisions of Article 6.2 hereof. |
(e) | Change of Control of the Company (as defined in an Award Agreement), the Credited Amount shall be automatically converted into Deferred Compensation Shares in accordance with the provisions of Article 6.2 hereof. |
3 | ||
|
9.1 | No Distribution; Compliance with Legal Requirements . The Committee may require each person acquiring shares of Common Stock under the Program to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No shares of Common Stock shall be issued until all applicable securities law and other legal and stock exchange requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Common Stock as it deems appropriate. |
9.2 | Notices; Delivery of Stock Certificates . Any notice required or permitted to be given by the Company or the Committee pursuant to the Program shall be deemed given when personally delivered or deposited in the United States mail, registered or certified, postage prepaid, addressed to the Participant at the last address shown for the Participant on the records of the Company. Delivery of stock certificates to persons entitled to receive them under the Program shall be deemed effected for all purposes when the Company or a share transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to such person at his/her last known address on file with the Company. |
9.3 | Nontransferability of Rights . During a Participants lifetime, any payment or issuance of shares under the Program shall be made to him/her. No RSU or other interest under the Program shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt by a Participant or any Beneficiary under the Program to do so shall be void. No interest under the Program shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of a Participant or Beneficiary entitled thereto. |
9.4 | Obligations Unfunded and Unsecured . The Program shall at all times be entirely unfunded, and no provision shall at any time be made with respect to segregating assets of the Company (including Common Stock) for payment of any amounts or issuance of any shares of Company Stock hereunder. No Participant or other person shall have any interest in any particular assets of the Company (including Common Stock) by reason of the right to receive payment under the Program, and any Participant or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Program. |
9.5 | Effective Date of Amended and Restated Program . The Program, as amended and restated, shall become effective as of the date of its approval by the Board. |
9.6 | Incorporation of Plan . This Program description is qualified in its entirety by the Plan. Should there be any discrepancy between this description and the Plan, the terms of the Plan shall govern, excluding definitions that are specifically provided herein. |
4 | ||
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Exhibit 10.6
Attachment 4
|
1. | Summary |
2. | Background |
Jan-Mar 2000
|
National Average
|
|
Total Homebuyer Satisfaction
|
80
|
78
|
Overall Service Satisfaction
|
79
|
76
|
Recommend to a Friend
|
85.5%
|
N/A
|
(Definitely and Most Likely)
|
3. | Customer Satisfaction Incentive Plan (CSIP) |
Minimum Standard
|
Revised Target
|
|
Total Homebuyer Satisfaction
|
80
|
85
|
Overall Service Satisfaction
|
80
|
85
|
Recommend to a Friend
|
85%
|
90%
|
(Definitely and Most Likely)
|
Measurement-Incentive Overrides
|
|||||||||||||||||||
Discretionary
|
|||||||||||||||||||
Negative Override
|
No Effect
|
Positive Override
|
|||||||||||||||||
Score
|
Override
|
Score
|
Override
|
Score
|
Override
|
||||||||||||||
Total Homebuyer Satisfaction
|
<80
|
-2.5
|
%
|
80-84
|
0
|
85
|
+2.5
|
%
|
|||||||||||
Overall Service Satisfaction
|
<80
|
-2.5
|
%
|
80-84
|
0
|
85
|
+2.5
|
%
|
|||||||||||
Recommend to a Friend
|
<85
|
%
|
-5.0
|
%
|
85-89.9
|
%
|
0
|
90
|
%
|
+5.0
|
%
|
||||||||
Total
|
-10
|
%
|
0
|
+10.0
|
%
|
4. | Calculation |
5. | Timing |
Exhibit 10.7
2.1. | Award - shall mean Restricted Stock Units granted under the Program. |
2.2 | Award Agreement - shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Program. |
2.3 | Award Date - shall mean the last business day of a fiscal year. |
2.4 | Beneficiary - shall mean a beneficiary or beneficiaries designated by Participant under Article 7. |
2.5 | Board - shall mean the Board of Directors of the Company. |
2.6 | Cost - shall mean the amount actually paid for a Restricted Stock Unit. |
2.7 | Deferral Period - shall mean a period of time (expressed in whole months) of not less than thirty-six months beginning on an Award Date specified with respect to Restricted Stock Units awarded on that Award Date. A Participant may elect on his Election Form to extend the Deferral Period with respect to Restricted Stock Units awarded to the first day of any month which is more than thirty six months after the Award Date, but less than 120 months after the Award Date. |
2.8 | Director - shall mean a member of the Board who is not also an employee of the Company. |
2.9 | Disability - shall mean the permanent inability to perform the duties of a director because of illness or injury, as determined by the Committee based on medical evidence. |
2.10 | Discounted Cost - shall mean 80% of the Fair Market Value of a share of Common Stock on the Award Date. |
2.11 | Election Form - shall mean the form on which the Participant elects to defer a portion of his Retainer and receive an Award. |
2.12 | Fair Market Value - shall mean the fair market value of any property (including but not limited to shares of Common Stock or other security) determined by a valuation method as established by the Committee from time to time. However, for purposes of the Program, the Fair Market Value of shares of Common Stock on any day on which shares of Common Stock are traded on the New York Stock Exchange (NYSE) or any other nationally recognized stock exchange or automated quotation system shall be the closing price of such shares of Common Stock as reported by the NYSE or such other exchange or quotation system. |
2.13 | Fiscal Year - shall mean the fiscal year of the Company. |
2.14 | Participant - shall mean a Director participating in this Program. |
2.15 | Plan - shall mean the Beazer Homes USA, Inc. 1999 Stock Incentive Plan. |
2.16 | Program - shall mean the Beazer Homes USA, Inc. Director Stock Purchase Program. |
2.17 | Restricted Stock Unit or RSU - shall mean a bookkeeping entry representing the right to receive a share of Common Stock (or a cash payment equal to the Fair Market Value of a share of Common Stock) at some future date. A holder of RSUs shall not be entitled to voting rights on any Shares to which the RSUs relate. The fair market value of an RSU on any date shall be deemed to be the Fair Market Value of a share of Common Stock on that date. |
2.18 | Retainer - shall mean the fee paid to a Director for a Fiscal Year for his services rendered to the Company; provided that for purposes of this Program only the Retainer paid to Mr. Brian Beazer in his capacity as Director shall be deemed to be equal to the amount paid to each other Director, notwithstanding the fact that he receives a larger amount. |
2.19 | Subsidiary - shall mean a company at least 50% of whose issued and outstanding stock is owned directly or indirectly by the Company. |
3.1 | Power and Authority of the Committee . The Program shall be administered by the Committee. Subject to the express provisions of this Program, the Plan and applicable law, the Committee shall have complete discretion and authority with respect to the Program and its interpretation and application. Determination by the Committee shall be final and binding on all parties with respect to all matters relating to the Program. |
3.2 | Delegation . The Committee may delegate its powers and duties under the Program to one or more officers of the Company or any Affiliate or a committee of such officers, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion and subject to the requirements of the Plan. |
5.1 | General . Each Participant shall be entitled to elect to receive up to 50% of his Retainer as an award of RSUs. The number of RSUs to be awarded to Participants shall be determined using a 20% discount from the Fair Market Value of the Common Stock on the Award Date. |
5.2 | Purchases . For each Fiscal Year, each Participant may elect to receive up to 50% (in whole percentages) of his Retainer for that Fiscal Year as an award of RSUs by completing an Election Form. The Election Form shall provide that the Participant elects to receive RSUs in lieu of a specified portion of his Retainer. Each Election Form shall specify a Deferral Period with respect to the RSUs to which it pertains. Election Forms must be received by the Company no later than the last business day of the Fiscal Year immediately preceeding the Fiscal Year for which such Retainer amount is earned and paid. |
5.3 | Award of RSUs . The Company shall award RSUs to each Participant on the Award Date. Each Participant shall be credited with a whole number of RSUs determined by dividing (a) the amount of the Participants Retainer to be received as an award of RSUs under paragraph 5.2 by (b) the Discounted Cost of a share of Common Stock on the Award Date. No fractional RSU will be credited and the amount equivalent in value to the fractional RSU will be paid out to the Participant currently in cash. An Award Agreement will be forwarded as soon as practicable after the Award Date. |
6.1 | Vesting . A Participant shall be fully vested in each RSU 36 months after the Award Date pertaining to that RSU provided that the Participant has remained a Director for that entire 36 month period. In the event that a Participant dies, becomes Disabled or retires in accordance with the retirement policies of the Board of Directors before the end of the 36 month period after the Award Date of any RSU, but while still a Director, the Participant or the Participants Beneficiary shall become fully vested in all his RSUs at that time. In the event that Participant ceases to be a Director following a Change in Control (as defined in the Participants Award Agreement) before the end of the 36 month period after the Award Date of any RSU, the Participant shall become fully vested in all RSUs. |
6.2 | Payment after Vesting . With respect to each vested RSU, the Company shall issue to the Participant one share of Common Stock as soon as practicable after the end of the Deferral Period specified in the Participants Award Agreement pertaining to such RSU, or, if earlier, the date the Participant ceases to be a member of the Board. |
6.3 | Payment Prior to Vesting . If a Participant ceases to be a member of the Board for any reason, he/she will receive a cash payment equal to the number of those RSUs awarded on the Award Date multiplied by the respective Cost of those RSUs. |
9.1 | No Distribution; Compliance with Legal Requirements . The Committee may require each person acquiring shares of Common Stock under the Program to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No shares of Common Stock shall be issued until all applicable securities law and other legal and stock exchange requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Common Stock as it deems appropriate. |
9.2 | Notices; Delivery of Stock Certificates . Any notice required or permitted to be given by the Company or the Committee pursuant to the Program shall be deemed given when personally delivered or deposited in the United States mail, registered or certified, postage prepaid, addressed to the Participant at the last address shown for the participant on the records of the Company. Delivery of stock certificates to persons entitled to receive them under the Program shall be deemed effected for all purposes when the Company or a share transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to such person at his/her last known address on file with the Company. |
9.3 | Nontransferability of Rights . During a Participants lifetime, any payment or issuance of shares under the Program shall be made to him. No RSU or other interest under the Program shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt by a Participant or any Beneficiary under the Program to do so shall be void. No interest under the Program shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of a Participant or Beneficiary entitled thereto. |
9.4 | Obligations Unfunded and Unsecured . The Program shall at all times be entirely unfunded, and no provision shall at any time be made with respect to segregating assets of the Company (including Common Stock) for payment of any amounts or issuance of any shares of Company Stock hereunder. No Participant or other person shall have any interest in any particular assets of the Company (including Common Stock) by reason of the right to receive payment under the Program, and any Participant or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under the Program. |
9.5 | Effective Date of Program . The Program shall become effective as of the date of its approval by the Board. |
9.6 | Incorporation of Plan . This Program description is qualified in its entirety by the Plan. Should there be any discrepancy between this description and the Plan, the terms of the Plan shall govern, excluding definitions that are specifically provided herein. |
3 | ||
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|
|
|
|
BEAZER HOMES USA, INC.
|
||
By: ________________________________
|
||
Name:
|
Ian J. McCarthy
|
|
Its:
|
President & CEO
|
|
PARTICIPANT
|
||
___________________________________
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Exhibit 10.9
1. | GRANT OF OPTION TO ACQUIRE COMMON STOCK |
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2. | INVESTMENT REPRESENTATIONS; INDEMNIFICATION |
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3. | MISCELLANEOUS |
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BEAZER HOMES USA, INC.
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________________________________
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Ian J. McCarthy
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President / CEO
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PARTICIPANT
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___________________________________
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«fullname»
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Name
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Jurisdiction of Incorporation
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April Corporation
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Colorado
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Beazer Allied Companies Holdings, Inc.
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Delaware
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Beazer Clarksburg, LLC
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Maryland
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Beazer General Services, Inc.
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Delaware
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Beazer Homes Corp.
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Tennessee
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Beazer Homes Holdings Corp.
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Delaware
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Beazer Homes Sales Arizona, Inc.
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Delaware
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Beazer Homes Texas Holdings, Inc.
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Delaware
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Beazer Homes Texas, LP
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Texas
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Beazer Mortgage Corporation
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Delaware
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Beazer Realty Corp.
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Georgia
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Beazer Realty, Inc.
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New Jersey
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Beazer SPE, LLC
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Georgia
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Beazer/Squires Realty, Inc.
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North Carolina
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Homebuilders Title Services of Virginia, Inc.
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Virginia
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Homebuilders Title Services, Inc.
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Delaware
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Security Title Insurance Company
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Vermont
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Texas Lone Star Title, LP
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Texas
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United Home Insurance Company, A Risk Retention Group
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Vermont
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Direct Subsidiaries of Beazer Homes Investment Corp
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Crossmann Communities of North Carolina, Inc.
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North Carolina
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Crossmann Communities of Ohio, Inc.
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Ohio
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Crossmann Communities of Tennessee, LLC
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Tennessee
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Crossmann Communities Partnership
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Indiana
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Crossmann Investments, Inc.
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Indiana
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Crossmann Management, Inc.
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Indiana
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Cutter Homes, Ltd
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Kentucky
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Deluxe Homes of Lafayette, Inc.
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Indiana
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Deluxe Homes of Ohio, Inc.
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Ohio
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Beazer Realty, Inc., fka Merit Realty, Inc.
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Indiana
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Paragon Title, LLC
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Indiana
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Pinehurst Builders, LLC
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South Carolina
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Trinity Homes, LLC
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Indiana
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1. | I have reviewed this annual report on Form 10-K of Beazer Homes USA, Inc.; |
2. | Based on my knowledge, this annual 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 annual report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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)) for the registrant and we 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 annual report is being prepared; |
(b) | 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 |
(c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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: |
(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 controls over financial reporting. |
1. | I have reviewed this annual report on Form 10-K of Beazer Homes USA, Inc.; |
2. | Based on my knowledge, this annual 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 annual report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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)) for the registrant and we 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 annual report is being prepared; |
(b) | 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 |
(c) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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: |
(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 controls over financial reporting. |