Supplemental Guarantor Information |
Supplemental Guarantor Information As discussed in Note 7, our obligations to pay principal, premium, if any, and interest under certain debt are guaranteed on a joint and several basis by substantially all of our subsidiaries. Certain of our immaterial subsidiaries do not guarantee our Senior Notes or our Secured Revolving Credit Facility. The guarantees are full and unconditional and the guarantor subsidiaries are 100% owned by Beazer Homes USA, Inc. We have revised the prior period presentation for intercompany amounts included in the financial statements below to be consistent with the current year presentation. | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | ASSETS | | | | | | | | | | Cash and cash equivalents | $ | 481,394 |
| | $ | 8,215 |
| | $ | 646 |
| | $ | (2,460 | ) | | $ | 487,795 |
| Restricted cash | 252,900 |
| | 360 |
| | — |
| | — |
| | 253,260 |
| Accounts receivable (net of allowance of $2,235) | — |
| | 24,594 |
| | 5 |
| | — |
| | 24,599 |
| Income tax receivable | 6,372 |
| | — |
| | — |
| | — |
| | 6,372 |
| Owned inventory | — |
| | 1,099,132 |
| | — |
| | — |
| | 1,099,132 |
| Consolidated inventory not owned | — |
| | 12,420 |
| | — |
| | — |
| | 12,420 |
| Investments in unconsolidated entities | 773 |
| | 41,305 |
| | — |
| | — |
| | 42,078 |
| Deferred tax assets, net | 6,848 |
| | — |
| | — |
| | — |
| | 6,848 |
| Property, plant and equipment, net | — |
| | 18,974 |
| | — |
| | — |
| | 18,974 |
| Previously owned rental homes, net | — |
| | — |
| | — |
| | — |
| | — |
| Investments in subsidiaries | 63,120 |
| | — |
| | — |
| | (63,120 | ) | | — |
| Intercompany | 969,425 |
| | — |
| | 3,001 |
| | (972,426 | ) | | — |
| Other assets | 21,307 |
| | 7,783 |
| | 1,650 |
| | — |
| | 30,740 |
| Total assets | $ | 1,802,139 |
| | $ | 1,212,783 |
| | $ | 5,302 |
| | $ | (1,038,006 | ) | | $ | 1,982,218 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Trade accounts payable | $ | — |
| | $ | 69,268 |
| | $ | — |
| | $ | — |
| | $ | 69,268 |
| Other liabilities | 49,354 |
| | 96,389 |
| | 1,975 |
| | — |
| | 147,718 |
| Intercompany | 1,098 |
| | 973,788 |
| | — |
| | $ | (974,886 | ) | | — |
| Obligations related to land not owned under option agreements | — |
| | 4,787 |
| | — |
| | — |
| | 4,787 |
| Total debt (net of discounts of $3,082) | 1,489,440 |
| | 8,758 |
| | — |
| | — |
| | 1,498,198 |
| Total liabilities | 1,539,892 |
| | 1,152,990 |
| | 1,975 |
| | $ | (974,886 | ) | | 1,719,971 |
| Stockholders’ equity | 262,247 |
| | 59,793 |
| | 3,327 |
| | (63,120 | ) | | 262,247 |
| Total liabilities and stockholders’ equity | $ | 1,802,139 |
| | $ | 1,212,783 |
| | $ | 5,302 |
| | $ | (1,038,006 | ) | | $ | 1,982,218 |
|
| | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | ASSETS | | | | | | | | | | Cash and cash equivalents | $ | 360,723 |
| | $ | 10,488 |
| | $ | 418 |
| | $ | (1,226 | ) | | $ | 370,403 |
| Restricted cash | 276,678 |
| | 380 |
| | — |
| | — |
| | 277,058 |
| Accounts receivable (net of allowance of $3,872) | — |
| | 28,292 |
| | 11 |
| | — |
| | 28,303 |
| Income tax receivable | 4,823 |
| | — |
| | — |
| | — |
| | 4,823 |
| Owned inventory | — |
| | 1,192,380 |
| | — |
| | — |
| | 1,192,380 |
| Consolidated inventory not owned | — |
| | 11,753 |
| | — |
| | — |
| | 11,753 |
| Investments in unconsolidated entities | 773 |
| | 8,694 |
| | — |
| | — |
| | 9,467 |
| Deferred tax assets | 2,760 |
| | — |
| | — |
| | — |
| | 2,760 |
| Property, plant and equipment, net | — |
| | 22,613 |
| | — |
| | — |
| | 22,613 |
| Previously owned rental homes, net | — |
| | 11,347 |
| | — |
| | — |
| | 11,347 |
| Investments in subsidiaries | 100,996 |
| | — |
| | — |
| | (100,996 | ) | | — |
| Intercompany | 1,013,753 |
| | — |
| | 4,773 |
| | (1,018,526 | ) | | — |
| Other assets | 18,550 |
| | 25,190 |
| | 2,830 |
| | — |
| | 46,570 |
| Total assets | $ | 1,779,056 |
| | $ | 1,311,137 |
| | $ | 8,032 |
| | $ | (1,120,748 | ) | | $ | 1,977,477 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Trade accounts payable | $ | — |
| | $ | 72,695 |
| | $ | — |
| | $ | — |
| | $ | 72,695 |
| Other liabilities | 93,047 |
| | 116,210 |
| | 2,930 |
| | — |
| | 212,187 |
| Intercompany | 1,072 |
| | 1,018,680 |
| | — |
| | (1,019,752 | ) | | — |
| Obligations related to consolidated inventory not owned | — |
| | 5,389 |
| | — |
| | — |
| | 5,389 |
| Total debt (net of discounts of $23,243) | 1,486,557 |
| | 2,269 |
| | — |
| | — |
| | 1,488,826 |
| Total liabilities | 1,580,676 |
| | 1,215,243 |
| | 2,930 |
| | (1,019,752 | ) | | 1,779,097 |
| Stockholders’ equity | 198,380 |
| | 95,894 |
| | 5,102 |
| | (100,996 | ) | | 198,380 |
| Total liabilities and stockholders’ equity | $ | 1,779,056 |
| | $ | 1,311,137 |
| | $ | 8,032 |
| | $ | (1,120,748 | ) | | $ | 1,977,477 |
|
| | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2012 | | | | | | | | | | Total revenue | $ | — |
| | $ | 1,005,677 |
| | $ | 941 |
| | $ | (941 | ) | | $ | 1,005,677 |
| Home construction and land sales expenses | 60,952 |
| | 828,368 |
| | — |
| | (941 | ) | | 888,379 |
| Inventory impairments and option contract abandonments | 275 |
| | 11,935 |
| | — |
| | — |
| | 12,210 |
| Gross (loss) profit | (61,227 | ) | | 165,374 |
| | 941 |
| | — |
| | 105,088 |
| Commissions | — |
| | 43,585 |
| | — |
| | — |
| | 43,585 |
| General and administrative expenses | — |
| | 109,937 |
| | 114 |
| | — |
| | 110,051 |
| Depreciation and amortization | — |
| | 13,510 |
| | — |
| | — |
| | 13,510 |
| Operating (loss) income | (61,227 | ) | | (1,658 | ) | | 827 |
| | — |
| | (62,058 | ) | Equity in loss of unconsolidated entities | — |
| | 304 |
| | — |
| | — |
| | 304 |
| Loss on extinguishment of debt | (45,097 | ) | | — |
| | — |
| | — |
| | (45,097 | ) | Other (expense) income, net | (71,474 | ) | | 2,328 |
| | 27 |
| | — |
| | (69,119 | ) | (Loss) income before income taxes | (177,798 | ) | | 974 |
| | 854 |
| | — |
| | (175,970 | ) | (Benefit from) provision for income taxes | (68,026 | ) | | 27,380 |
| | 299 |
| | — |
| | (40,347 | ) | Equity in loss of subsidiaries | (25,851 | ) | | — |
| | — |
| | 25,851 |
| | — |
| (Loss) income from continuing operations | (135,623 | ) | | (26,406 | ) | | 555 |
| | 25,851 |
| | (135,623 | ) | Loss from discontinued operations | — |
| | (9,695 | ) | | (8 | ) | |
|
| | (9,703 | ) | Equity in loss of subsidiaries | (9,703 | ) | | — |
| | — |
| | 9,703 |
| | — |
| Net (loss) income | $ | (145,326 | ) | | $ | (36,101 | ) | | $ | 547 |
| | $ | 35,554 |
| | $ | (145,326 | ) | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2011 | | | | | | | | | | Total revenue | $ | — |
| | $ | 742,405 |
| | $ | 1,102 |
| | $ | (1,102 | ) | | $ | 742,405 |
| Home construction and land sales expenses | 46,382 |
| | 616,571 |
| | — |
| | (1,102 | ) | | 661,851 |
| Inventory impairments and option contract abandonments | 1,907 |
| | 30,552 |
| | — |
| | — |
| | 32,459 |
| Gross (loss) profit | (48,289 | ) | | 95,282 |
| | 1,102 |
| | — |
| | 48,095 |
| Commissions | — |
| | 32,711 |
| | — |
| | — |
| | 32,711 |
| General and administrative expenses | — |
| | 137,261 |
| | 115 |
| | — |
| | 137,376 |
| Depreciation and amortization | — |
| | 10,253 |
| | — |
| | — |
| | 10,253 |
| Operating (loss) income | (48,289 | ) | | (84,943 | ) | | 987 |
| | — |
| | (132,245 | ) | Equity in income of unconsolidated entities | — |
| | 560 |
| | — |
| | — |
| | 560 |
| Loss on extinguishment of debt | (2,909 | ) | | — |
| | — |
| | — |
| | (2,909 | ) | Other (expense) income, net | (73,440 | ) | | 11,145 |
| | 71 |
| | — |
| | (62,224 | ) | (Loss) income before income taxes | (124,638 | ) | | (73,238 | ) | | 1,058 |
| | — |
| | (196,818 | ) | (Benefit from) provision for income taxes | (46,540 | ) | | 49,536 |
| | 370 |
| | — |
| | 3,366 |
| Equity in loss of subsidiaries | (122,086 | ) | | — |
| | — |
| | 122,086 |
| | — |
| (Loss) income from continuing operations | (200,184 | ) | | (122,774 | ) | | 688 |
| | 122,086 |
| | (200,184 | ) | Loss from discontinued operations | — |
| | (4,672 | ) | | (3 | ) | | — |
| | (4,675 | ) | Equity in loss of subsidiaries | (4,675 | ) | | — |
| | — |
| | 4,675 |
| | — |
| Net (loss) income | $ | (204,859 | ) | | $ | (127,446 | ) | | $ | 685 |
| | $ | 126,761 |
| | $ | (204,859 | ) |
Beazer Homes USA, Inc. Consolidating Statement of Operations Information (in thousands)
| | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2010 | | | | | | | | | | Total revenue | $ | — |
| | $ | 989,350 |
| | $ | 1,802 |
| | $ | — |
| | $ | 991,152 |
| Home construction and land sales expenses | 52,243 |
| | 805,714 |
| | — |
| | — |
| | 857,957 |
| Inventory impairments and option contract abandonments | 2,313 |
| | 47,253 |
| | — |
| | — |
| | 49,566 |
| Gross (loss) profit | (54,556 | ) | | 136,383 |
| | 1,802 |
| | — |
| | 83,629 |
| Commissions | — |
| | 43,279 |
| | — |
| | — |
| | 43,279 |
| General and administrative expenses | — |
| | 141,005 |
| | 110 |
| | — |
| | 141,115 |
| Depreciation and amortization | — |
| | 12,669 |
| | — |
| | — |
| | 12,669 |
| Operating (loss) income | (54,556 | ) | | (60,570 | ) | | 1,692 |
| | — |
| | (113,434 | ) | Equity in loss of unconsolidated entities | — |
| | (8,807 | ) | | — |
| | — |
| | (8,807 | ) | Gain on extinguishment of debt | 43,625 |
| | 276 |
| | — |
| | — |
| | 43,901 |
| Other (expense) income, net | (74,215 | ) | | 4,551 |
| | 79 |
| | — |
| | (69,585 | ) | (Loss) income before income taxes | (85,146 | ) | | (64,550 | ) | | 1,771 |
| | — |
| | (147,925 | ) | (Benefit from) provision for income taxes | (32,143 | ) | | (86,832 | ) | | 620 |
| | — |
| | (118,355 | ) | Equity in income of subsidiaries | 23,433 |
| | — |
| | — |
| | (23,433 | ) | | — |
| (Loss) income from continuing operations | (29,570 | ) | | 22,282 |
| | 1,151 |
| | (23,433 | ) | | (29,570 | ) | Loss from discontinued operations | — |
| | (4,474 | ) | | (5 | ) | | — |
| | (4,479 | ) | Equity in loss of subsidiaries | (4,479 | ) | | — |
| | — |
| | 4,479 |
| | — |
| Net (loss) income | $ | (34,049 | ) | | $ | 17,808 |
| | $ | 1,146 |
| | $ | (18,954 | ) | | $ | (34,049 | ) |
| | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2012 | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (110,429 | ) | | $ | 88,806 |
| | $ | 778 |
| | $ | — |
| | $ | (20,845 | ) | Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (17,363 | ) | | — |
| | — |
| | (17,363 | ) | Investments in unconsolidated entities | — |
| | (2,407 | ) | | — |
| | — |
| | (2,407 | ) | Return of capital from unconsolidated entities | — |
| | 610 |
| | — |
| | — |
| | 610 |
| Increases in restricted cash | (2,100 | ) | | (1,160 | ) | | — |
| | — |
| | (3,260 | ) | Decreases in restricted cash | 25,919 |
| | 1,139 |
| | — |
| | — |
| | 27,058 |
| Net cash provided by (used in) investing activities | 23,819 |
| | (19,181 | ) | | — |
| | — |
| | 4,638 |
| Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (309,063 | ) | | (1,324 | ) | | — |
| | — |
| | (310,387 | ) | Proceeds from issuance of new debt | 300,000 |
| | — |
| | — |
| | — |
| | 300,000 |
| Debt issuance costs | (10,845 | ) | | — |
| | — |
| | — |
| | (10,845 | ) | Proceeds from issuance of common stock | 60,340 |
| | — |
| | — |
| | — |
| | 60,340 |
| Proceeds from issuance of TEU prepaid stock purchase contracts, net | 88,361 |
| | — |
| | — |
| | — |
| | 88,361 |
| Proceeds from issuance of TEU amortizing notes | 23,500 |
| | — |
| | — |
| | — |
| | 23,500 |
| Settlement of unconsolidated entity debt obligations | (15,862 | ) | | — |
| | — |
| | — |
| | (15,862 | ) | Payments for other financing activities | (1,508 | ) | | — |
| | — |
| | — |
| | (1,508 | ) | Dividends paid | 2,300 |
| | — |
| | (2,300 | ) | | — |
| | — |
| Advances to/from subsidiaries | 70,058 |
| | (70,574 | ) | | 1,750 |
| | (1,234 | ) | | — |
| Net cash provided by (used in) financing activities | 207,281 |
| | (71,898 | ) | | (550 | ) | | (1,234 | ) | | 133,599 |
| (Decrease) increase in cash and cash equivalents | 120,671 |
| | (2,273 | ) | | 228 |
| | (1,234 | ) | | 117,392 |
| Cash and cash equivalents at beginning of period | 360,723 |
| | 10,488 |
| | 418 |
| | (1,226 | ) | | 370,403 |
| Cash and cash equivalents at end of period | $ | 481,394 |
| | $ | 8,215 |
| | $ | 646 |
| | $ | (2,460 | ) | | $ | 487,795 |
| | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2011 | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (53,850 | ) | | $ | (126,090 | ) | | $ | 1,004 |
| | $ | — |
| | $ | (178,936 | ) | Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (20,514 | ) | | — |
| | — |
| | (20,514 | ) | Investments in unconsolidated entities | — |
| | (1,924 | ) | | — |
| | — |
| | (1,924 | ) | Increases in restricted cash | (249,728 | ) | | (1,111 | ) | | — |
| | — |
| | (250,839 | ) | Decreases in restricted cash | 11,832 |
| | 1,149 |
| | — |
| | — |
| | 12,981 |
| Net cash used in investing activities | (237,896 | ) | | (22,400 | ) | | — |
| | — |
| | (260,296 | ) | Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (214,005 | ) | | (1,371 | ) | | — |
| | — |
| | (215,376 | ) | Proceeds from issuance of new debt | 246,387 |
| | — |
| | — |
| | — |
| | 246,387 |
| Proceeds from issuance of cash secured loan | 247,368 |
| | — |
| | — |
| | — |
| | 247,368 |
| Debt issuance costs | (5,172 | ) | | — |
| | — |
| | — |
| | (5,172 | ) | Payments for other financing activities | (693 | ) | | — |
| | — |
| | — |
| | (693 | ) | Dividends paid | 850 |
| | — |
| | (850 | ) | | — |
| | — |
| Advances to/from subsidiaries | (153,113 | ) | | 152,006 |
| | 64 |
| | 1,043 |
| | — |
| Net cash provided by (used in) financing activities | 121,622 |
| | 150,635 |
| | (786 | ) | | 1,043 |
| | 272,514 |
| (Decrease) increase in cash and cash equivalents | (170,124 | ) | | 2,145 |
| | 218 |
| | 1,043 |
| | (166,718 | ) | Cash and cash equivalents at beginning of period | 530,847 |
| | 8,343 |
| | 200 |
| | (2,269 | ) | | 537,121 |
| Cash and cash equivalents at end of period | $ | 360,723 |
| | $ | 10,488 |
| | $ | 418 |
| | $ | (1,226 | ) | | $ | 370,403 |
|
Beazer Homes USA, Inc. Consolidating Statements of Cash Flow Information (in thousands)
| | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2010 | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (88,344 | ) | | $ | 159,953 |
| | $ | (1,924 | ) | | $ | — |
| | $ | 69,685 |
| Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (10,849 | ) | | — |
| | — |
| | (10,849 | ) | Investments in unconsolidated entities | — |
| | (5,602 | ) | | — |
| | — |
| | (5,602 | ) | Increases in restricted cash | (36,345 | ) | | (1,094 | ) | | — |
| | — |
| | (37,439 | ) | Decreases in restricted cash | 46,477 |
| | 1,223 |
| | — |
| | — |
| | 47,700 |
| Net cash used in investing activities | 10,132 |
| | (16,322 | ) | | — |
| | — |
| | (6,190 | ) | Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (616,858 | ) | | (2,948 | ) | | — |
| | — |
| | (619,806 | ) | Proceeds from issuance of new debt | 357,500 |
| | 1,200 |
| | — |
| | — |
| | 358,700 |
| Debt issuance costs | (9,234 | ) | | — |
| | — |
| | — |
| | (9,234 | ) | Proceeds from issuance of common stock, net | 166,718 |
| | — |
| | — |
| | — |
| | 166,718 |
| Proceeds from issuance of TEU prepaid stock purchase contracts, net | 57,429 |
| | — |
| | — |
| | — |
| | 57,429 |
| Proceeds from issuance of TEU amortizing notes | 15,738 |
| | — |
| | — |
| | — |
| | 15,738 |
| Payments for other financing activities | (3,258 | ) | | — |
| | — |
| | — |
| | (3,258 | ) | Advances to/from subsidiaries | 145,332 |
| | (145,022 | ) | | (791 | ) | | 481 |
| | — |
| Net cash provided by (used in) financing activities | 113,367 |
| | (146,770 | ) | | (791 | ) | | 481 |
| | (33,713 | ) | (Decrease) increase in cash and cash equivalents | 35,155 |
| | (3,139 | ) | | (2,715 | ) | | 481 |
| | 29,782 |
| Cash and cash equivalents at beginning of period | 495,692 |
| | 11,482 |
| | 2,915 |
| | (2,750 | ) | | 507,339 |
| Cash and cash equivalents at end of period | $ | 530,847 |
| | $ | 8,343 |
| | $ | 200 |
| | $ | (2,269 | ) | | $ | 537,121 |
|
|