Stockholders' Equity

12 Months Ended

Sep. 30, 2012

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity

Stockholders' Equity

As discussed in Note 1, on October 11, 2012, the Company executed a one-for-five reverse stock split. All share and per share information has been restated for this transaction. On October 11, 2012, the Company's stockholders also approved management's recommendation to reduce authorized shares from 180 million to 100 million.

Preferred Stock.  We currently have no shares of preferred stock outstanding.

Common Stock Transactions.  In March 2012, we exchanged 2.8 million shares of our common stock for 2.8 million of our 2010 TEUs (94% of the original issuance). As of September 30, 2012, there were 0.2 million 2010 TEUs outstanding (including $0.3 million of amortizing notes). Also in March 2012, we exchanged 2.2 million shares of our common stock for $48.1 million of our Mandatory Convertible Subordinated Notes. As of September 30, 2012, there are $9.4 million of Mandatory Convertible Subordinated Notes, which will be mandatory to convert to shares of common stock in January 2013 based on the applicable settlement factor at that time.

On July 16, 2012, we concurrently closed on our underwritten public offerings of 4.4 million shares of Beazer common stock and 4.6 million 7.5% tangible equity units (TEUs) and received net proceeds of $171.4 million from these two offerings, after underwriting discounts, commissions and transaction expenses. Each TEU is comprised of a prepaid stock purchase contract and a senior amortizing note due July 15, 2015 (see Note 7 for discussion of the amortizing notes) which are legally separable and detachable. The prepaid stock purchase contracts will convert to Beazer Homes stock on July 15, 2015 based on the applicable settlement factor, as defined in the offering agreement, which will be between 1.40746 shares per unit and 1.72414 shares per unit. We have accounted for the prepaid stock purchase contracts as equity and recorded $88.4 million, the initial fair value of these contracts, based on the relative fair value method net of underwriting fees and other transaction costs, as additional paid in capital as of September 30, 2012.

On January 12, 2010, we closed on our underwritten public offering of 4,485,000 shares of Beazer common stock. The Company utilized 0.7 million shares of treasury stock and received net proceeds of $97.8 million from the offering, after underwriting discounts, commissions and transaction expenses.

On May 10, 2010, we concurrently closed on our underwritten public offerings of 2.5 million shares of Beazer common stock and 3.0 million 7.25% tangible equity units (2010 TEUs) and received net proceeds of $141.6 million from these two offerings, after underwriting discounts, commissions and transaction expenses. Each 2010 TEU is comprised of a prepaid stock purchase contract and a senior amortizing note due August 15, 2013 (see Note 7 for discussion of the amortizing notes) which are legally separable and detachable. The prepaid stock purchase contracts will convert to Beazer Homes stock on August 15, 2013 based on the applicable settlement factor, as defined in the offering agreement, which will be between 0.70252 shares per unit and 0.86058 shares per unit. We accounted for the prepaid stock purchase contracts as equity and recorded $57.4 million, the initial fair value of these contracts, based on the relative fair value method, as additional paid in capital as of September 30, 2010.

Common Stock Repurchases.  During fiscal 2012, 2011 and 2010, we did not repurchase any shares in the open market. Any future stock repurchases as allowed by our debt covenants must be approved by the Company's Board of Directors or its Finance Committee.

During fiscal 2012, 2011 and 2010, 9,156, 10,440 and 6,589 shares, respectively, were surrendered to us by employees in payment of minimum tax obligations upon the vesting of restricted stock and restricted stock units under our stock incentive plans. We valued the stock at the market price on the date of surrender, for an aggregate value of approximately $126,000 in fiscal 2012, $170,000 in fiscal 2011 and $160,000 in fiscal 2010.

Dividends.  The indentures under which our senior notes were issued contain certain restrictive covenants, including limitations on payment of dividends. At September 30, 2012, under the most restrictive covenants of each indenture, none of our retained earnings was available for cash dividends. Hence, there were no dividends paid in fiscal 2012, 2011 and 2010.