Supplemental Guarantor information |
Supplemental Guarantor Information As discussed in Note 7, our obligations to pay principal, premium, if any, and interest under certain debt issuances 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, Term Loan or the Facility. The guarantees are full and unconditional and the guarantor subsidiaries are 100% owned by Beazer Homes USA, Inc. The following unaudited financial information presents the line items of our unaudited consolidated financial statements separated by amounts related to the parent issuer, guarantor subsidiaries, non-guarantor subsidiaries and consolidating adjustments as of or for the periods presented. Beazer Homes USA, Inc. Unaudited Consolidating Balance Sheet Information June 30, 2016 (In thousands) | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | ASSETS | | | | | | | | | | Cash and cash equivalents | $ | 129,927 |
| | $ | 1,702 |
| | $ | 873 |
| | $ | (5,293 | ) | | $ | 127,209 |
| Restricted cash | 17,101 |
| | 1,745 |
| | — |
| | — |
| | 18,846 |
| Accounts receivable (net of allowance of $866) | — |
| | 65,903 |
| | 2 |
| | — |
| | 65,905 |
| Income tax receivable | 221 |
| | — |
| | — |
| | — |
| | 221 |
| Owned inventory | — |
| | 1,731,850 |
| | — |
| | — |
| | 1,731,850 |
| Investments in unconsolidated entities | 773 |
| | 8,588 |
| | — |
| | — |
| | 9,361 |
| Deferred tax assets, net | 324,763 |
| | — |
| | — |
| | — |
| | 324,763 |
| Property and equipment, net | — |
| | 21,008 |
| | — |
| | — |
| | 21,008 |
| Investments in subsidiaries | 692,387 |
| | — |
| | — |
| | (692,387 | ) | | — |
| Intercompany | 901,414 |
| | — |
| | 2,373 |
| | (903,787 | ) | | — |
| Other assets | 11,583 |
| | 7,866 |
| | 15 |
| | — |
| | 19,464 |
| Total assets | $ | 2,078,169 |
| | $ | 1,838,662 |
| | $ | 3,263 |
| | $ | (1,601,467 | ) | | $ | 2,318,627 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Trade accounts payable | $ | — |
| | $ | 109,449 |
| | $ | — |
| | $ | — |
| | $ | 109,449 |
| Other liabilities | 20,068 |
| | 117,857 |
| | 394 |
| | — |
| | 138,319 |
| Intercompany | 2,373 |
| | 906,707 |
| | — |
| | (909,080 | ) | | — |
| Total debt (net of discounts of $4,819) | 1,414,352 |
| | 15,131 |
| | — |
| | — |
| | 1,429,483 |
| Total liabilities | 1,436,793 |
| | 1,149,144 |
| | 394 |
| | (909,080 | ) | | 1,677,251 |
| Stockholders’ equity | 641,376 |
| | 689,518 |
| | 2,869 |
| | (692,387 | ) | | 641,376 |
| Total liabilities and stockholders’ equity | $ | 2,078,169 |
| | $ | 1,838,662 |
| | $ | 3,263 |
| | $ | (1,601,467 | ) | | $ | 2,318,627 |
|
Beazer Homes USA, Inc. Unaudited Consolidating Balance Sheet Information September 30, 2015 (In thousands)
| | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | ASSETS | | | | | | | | | | Cash and cash equivalents | $ | 232,226 |
| | $ | 21,543 |
| | $ | 1,006 |
| | $ | (3,192 | ) | | $ | 251,583 |
| Restricted cash | 37,177 |
| | 1,724 |
| | — |
| | — |
| | 38,901 |
| Accounts receivable (net of allowance of $1,052) | — |
| | 52,378 |
| | 1 |
| | — |
| | 52,379 |
| Income tax receivable | 419 |
| | — |
| | — |
| | — |
| | 419 |
| Owned inventory | — |
| | 1,697,590 |
| | — |
| | — |
| | 1,697,590 |
| Investments in unconsolidated entities | 773 |
| | 12,961 |
| | — |
| | — |
| | 13,734 |
| Deferred tax assets, net | 325,373 |
| | — |
| | — |
| | — |
| | 325,373 |
| Property and equipment, net | — |
| | 22,230 |
| | — |
| | — |
| | 22,230 |
| Investments in subsidiaries | 649,701 |
| | — |
| | — |
| | (649,701 | ) | | — |
| Intercompany | 913,733 |
| | — |
| | 2,384 |
| | (916,117 | ) | | — |
| Other assets | 12,519 |
| | 6,471 |
| | 4 |
| | — |
| | 18,994 |
| Total assets | $ | 2,171,921 |
| | $ | 1,814,897 |
| | $ | 3,395 |
| | $ | (1,569,010 | ) | | $ | 2,421,203 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Trade accounts payable | $ | — |
| | $ | 113,539 |
| | $ | — |
| | $ | — |
| | $ | 113,539 |
| Other liabilities | 31,703 |
| | 116,718 |
| | 545 |
| | — |
| | 148,966 |
| Intercompany | 2,384 |
| | 916,925 |
| | — |
| | (919,309 | ) | | — |
| Total debt (net of discounts of $3,639) | 1,507,411 |
| | 20,864 |
| | — |
| | — |
| | 1,528,275 |
| Total liabilities | 1,541,498 |
| | 1,168,046 |
| | 545 |
| | (919,309 | ) | | 1,790,780 |
| Stockholders’ equity | 630,423 |
| | 646,851 |
| | 2,850 |
| | (649,701 | ) | | 630,423 |
| Total liabilities and stockholders’ equity | $ | 2,171,921 |
| | $ | 1,814,897 |
| | $ | 3,395 |
| | $ | (1,569,010 | ) | | $ | 2,421,203 |
|
Beazer Homes USA, Inc. Unaudited Consolidating Statements of Income (Loss) and Unaudited Comprehensive Income (Loss) (In thousands) | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Three Months Ended June 30, 2016 | | | | | | | | | | Total revenue | $ | — |
| | $ | 459,937 |
| | $ | 28 |
| | $ | (28 | ) | | $ | 459,937 |
| Home construction and land sales expenses | 20,080 |
| | 350,315 |
| | — |
| | (28 | ) | | 370,367 |
| Inventory impairments and abandonments | 626 |
| | 11,291 |
| | — |
| | — |
| | 11,917 |
| Gross (loss) profit | (20,706 | ) | | 98,331 |
| | 28 |
| | — |
| | 77,653 |
| Commissions | — |
| | 17,500 |
| | — |
| | — |
| | 17,500 |
| General and administrative expenses | — |
| | 40,435 |
| | 22 |
| | — |
| | 40,457 |
| Depreciation and amortization | — |
| | 3,387 |
| | — |
| | — |
| | 3,387 |
| Operating (loss) income | (20,706 | ) | | 37,009 |
| | 6 |
| | — |
| | 16,309 |
| Equity in income of unconsolidated entities | — |
| | 62 |
| | — |
| | — |
| | 62 |
| Gain on extinguishment of debt | 429 |
| | — |
| | — |
| | — |
| | 429 |
| Other (expense) income, net | (5,406 | ) | | 63 |
| | (1 | ) | | — |
| | (5,344 | ) | (Loss) income before income taxes | (25,683 | ) | | 37,134 |
| | 5 |
| | — |
| | 11,456 |
| (Benefit from) provision for income taxes | (12,533 | ) | | 17,880 |
| | 2 |
| | — |
| | 5,349 |
| Equity in income of subsidiaries | 19,257 |
| | — |
| | — |
| | (19,257 | ) | | — |
| Income from continuing operations | 6,107 |
| | 19,254 |
| | 3 |
| | (19,257 | ) | | 6,107 |
| Loss from discontinued operations | — |
| | (322 | ) | | (3 | ) | | — |
| | (325 | ) | Equity in income (loss) of subsidiaries from discontinued operations | (325 | ) | | — |
| | — |
| | 325 |
| | — |
| Net income and comprehensive income | $ | 5,782 |
| | $ | 18,932 |
| | $ | — |
| | $ | (18,932 | ) | | $ | 5,782 |
| | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Three Months Ended June 30, 2015 | | | | | | | | | | Total revenue | $ | — |
| | $ | 429,438 |
| | $ | 33 |
| | $ | (33 | ) | | $ | 429,438 |
| Home construction and land sales expenses | 13,548 |
| | 339,566 |
| | — |
| | (33 | ) | | 353,081 |
| Inventory impairments and abandonments | — |
| | 249 |
| | — |
| | — |
| | 249 |
| Gross (loss) profit | (13,548 | ) | | 89,623 |
| | 33 |
| | — |
| | 76,108 |
| Commissions | — |
| | 17,246 |
| | — |
| | — |
| | 17,246 |
| General and administrative expenses | — |
| | 37,641 |
| | 28 |
| | — |
| | 37,669 |
| Depreciation and amortization | — |
| | 3,497 |
| | — |
| | — |
| | 3,497 |
| Operating (loss) income | (13,548 | ) | | 31,239 |
| | 5 |
| | — |
| | 17,696 |
| Equity in income of unconsolidated entities | — |
| | 153 |
| | — |
| | — |
| | 153 |
| Other (expense) income, net | (5,955 | ) | | 193 |
| | (1 | ) | | — |
| | (5,763 | ) | (Loss) income before income taxes | (19,503 | ) | | 31,585 |
| | 4 |
| | — |
| | 12,086 |
| (Benefit from) provision for income taxes | (7,204 | ) | | 7,067 |
| | 2 |
| | — |
| | (135 | ) | Equity in income of subsidiaries | 24,520 |
| | — |
| | — |
| | (24,520 | ) | | — |
| Income from continuing operations | 12,221 |
| | 24,518 |
| | 2 |
| | (24,520 | ) | | 12,221 |
| Loss from discontinued operations | — |
| | (43 | ) | | (3 | ) | | — |
| | (46 | ) | Equity in loss of subsidiaries from discontinued operations | (46 | ) | | — |
| | — |
| | 46 |
| | — |
| Net income (loss) and comprehensive income (loss) | $ | 12,175 |
| | $ | 24,475 |
| | $ | (1 | ) | | $ | (24,474 | ) | | $ | 12,175 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Nine Months Ended June 30, 2016 | | | | | | | | | | Total revenue | $ | — |
| | $ | 1,189,993 |
| | $ | 128 |
| | $ | (128 | ) | | $ | 1,189,993 |
| Home construction and land sales expenses | 49,520 |
| | 930,702 |
| | — |
| | (128 | ) | | 980,094 |
| Inventory impairments and abandonments | 710 |
| | 14,388 |
| | — |
| | — |
| | 15,098 |
| Gross (loss) profit | (50,230 | ) | | 244,903 |
| | 128 |
| | — |
| | 194,801 |
| Commissions | — |
| | 45,856 |
| | — |
| | — |
| | 45,856 |
| General and administrative expenses | — |
| | 110,944 |
| | 80 |
| | — |
| | 111,024 |
| Depreciation and amortization | — |
| | 9,434 |
| | — |
| | — |
| | 9,434 |
| Operating (loss) income | (50,230 | ) | | 78,669 |
| | 48 |
| | — |
| | 28,487 |
| Equity in income of unconsolidated entities | — |
| | 71 |
| | — |
| | — |
| | 71 |
| Loss on extinguishment of debt | (2,030 | ) | | — |
| | — |
| | — |
| | (2,030 | ) | Other (expense) income, net | (19,471 | ) | | 1,006 |
| | (2 | ) | | — |
| | (18,467 | ) | (Loss) income before income taxes | (71,731 | ) | | 79,746 |
| | 46 |
| | — |
| | 8,061 |
| (Benefit from) provision for income taxes | (34,592 | ) | | 36,642 |
| | 17 |
| | — |
| | 2,067 |
| Equity in income of subsidiaries | 43,133 |
| | — |
| | — |
| | (43,133 | ) | | — |
| Income from continuing operations | 5,994 |
| | 43,104 |
| | 29 |
| | (43,133 | ) | | 5,994 |
| Loss from discontinued operations | — |
| | (437 | ) | | (10 | ) | | — |
| | (447 | ) | Equity in loss of subsidiaries from discontinued operations | (447 | ) | | — |
| | — |
| | 447 |
| | — |
| Net income and comprehensive income | $ | 5,547 |
| | $ | 42,667 |
| | $ | 19 |
| | $ | (42,686 | ) | | $ | 5,547 |
| | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Nine Months Ended June 30, 2015 | | | | | | | | | | Total revenue | $ | — |
| | $ | 994,561 |
| | $ | 165 |
| | $ | (165 | ) | | $ | 994,561 |
| Home construction and land sales expenses | 31,524 |
| | 797,714 |
| | — |
| | (165 | ) | | 829,073 |
| Inventory impairments and abandonments | — |
| | 249 |
| | — |
| | — |
| | 249 |
| Gross (loss) profit | (31,524 | ) | | 196,598 |
| | 165 |
| | — |
| | 165,239 |
| Commissions | — |
| | 40,141 |
| | — |
| | — |
| | 40,141 |
| General and administrative expenses | — |
| | 101,749 |
| | 88 |
| | — |
| | 101,837 |
| Depreciation and amortization | — |
| | 8,619 |
| | — |
| | — |
| | 8,619 |
| Operating (loss) income | (31,524 | ) | | 46,089 |
| | 77 |
| | — |
| | 14,642 |
| Equity in income of unconsolidated entities | — |
| | 377 |
| | — |
| | — |
| | 377 |
| Other (expense) income, net | (23,396 | ) | | (270 | ) | | (4 | ) | | — |
| | (23,670 | ) | (Loss) income before income taxes | (54,920 | ) | | 46,196 |
| | 73 |
| | — |
| | (8,651 | ) | (Benefit from) provision for income taxes | (20,286 | ) | | 19,533 |
| | 27 |
| | — |
| | (726 | ) | Equity in income of subsidiaries | 26,709 |
| | — |
| | — |
| | (26,709 | ) | | — |
| (Loss) income from continuing operations | (7,925 | ) | | 26,663 |
| | 46 |
| | (26,709 | ) | | (7,925 | ) | Loss from discontinued operations | — |
| | (4,226 | ) | | (10 | ) | | — |
| | (4,236 | ) | Equity in loss of subsidiaries and discontinued operations | (4,236 | ) | | — |
| | — |
| | 4,236 |
| | — |
| Net income (loss) | $ | (12,161 | ) | | $ | 22,437 |
| | $ | 36 |
| | $ | (22,473 | ) | | $ | (12,161 | ) | Change in unrealized loss related to available-for-sale securities | 1,276 |
| | — |
| | — |
| | — |
| | 1,276 |
| Comprehensive income (loss) | $ | (10,885 | ) | | $ | 22,437 |
| | $ | 36 |
| | $ | (22,473 | ) | | $ | (10,885 | ) |
Beazer Homes USA, Inc. Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Nine Months Ended June 30, 2016 | | | | | | | | | | Net cash used in operating activities | $ | (50,272 | ) | | $ | 19,547 |
| | $ | (144 | ) | | $ | — |
| | $ | (30,869 | ) | Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (9,718 | ) | | — |
| | — |
| | (9,718 | ) | Proceeds from sale of fixed assets | — |
| | 2,549 |
| | — |
| | — |
| | 2,549 |
| Investments in unconsolidated entities | — |
| | (3,138 | ) | | — |
| | — |
| | (3,138 | ) | Proceeds from sale of unconsolidated entities | — |
| | 1,142 |
| | — |
| | — |
| | 1,142 |
| Increases in restricted cash | (2,292 | ) | | (2,387 | ) | | — |
| | — |
| | (4,679 | ) | Decreases in restricted cash | 22,368 |
| | 2,366 |
| | — |
| | — |
| | 24,734 |
| Advances to/from subsidiaries | 26,409 |
| | — |
| | — |
| | (26,409 | ) | | — |
| Net cash provided by (used in) investing activities | 46,485 |
| | (9,186 | ) | | — |
| | (26,409 | ) | | 10,890 |
| Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (233,429 | ) | | (5,883 | ) | | — |
| | — |
| | (239,312 | ) | Proceeds from issuance of new debt | 137,900 |
| | — |
| | — |
| | — |
| | 137,900 |
| Repayment of borrowings from credit facility | (50,000 | ) | | — |
| | — |
| | — |
| | (50,000 | ) | Borrowings from credit facility | 50,000 |
| | — |
| | — |
| | — |
| | 50,000 |
| Debt issuance costs | (2,545 | ) | | — |
| | — |
| | — |
| | (2,545 | ) | Advances to/from subsidiaries | — |
| | (24,319 | ) | | 11 |
| | 24,308 |
| | — |
| Other financing activities | (438 | ) | | — |
| | — |
| | — |
| | (438 | ) | Net cash (used in) provided by financing activities | (98,512 | ) | | (30,202 | ) | | 11 |
| | 24,308 |
| | (104,395 | ) | Decrease in cash and cash equivalents | (102,299 | ) | | (19,841 | ) | | (133 | ) | | (2,101 | ) | | (124,374 | ) | Cash and cash equivalents at beginning of period | 232,226 |
| | 21,543 |
| | 1,006 |
| | (3,192 | ) | | 251,583 |
| Cash and cash equivalents at end of period | $ | 129,927 |
| | $ | 1,702 |
| | $ | 873 |
| | $ | (5,293 | ) | | $ | 127,209 |
| | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Nine Months Ended June 30, 2015 | | | | | | | | | | Net cash used in operating activities | $ | (55,814 | ) | | $ | (182,157 | ) | | $ | (169 | ) | | $ | — |
| | $ | (238,140 | ) | Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (11,756 | ) | | — |
| | — |
| | (11,756 | ) | Investments in unconsolidated entities | — |
| | (2,651 | ) | | — |
| | — |
| | (2,651 | ) | Proceeds from sale of marketable securities and unconsolidated entities | — |
| | 24,245 |
| | — |
| | — |
| | 24,245 |
| Increases in restricted cash | (2,025 | ) | | (1,781 | ) | | — |
| | — |
| | (3,806 | ) | Decreases in restricted cash | 27,750 |
| | 1,186 |
| | — |
| | — |
| | 28,936 |
| Advances to/from subsidiaries | (169,563 | ) | | — |
| | 25 |
| | 169,538 |
| | — |
| Net cash (used in) provided by investing activities | (143,838 | ) | | 9,243 |
| | 25 |
| | 169,538 |
| | 34,968 |
| Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (10,390 | ) | | (1,544 | ) | | — |
| | — |
| | (11,934 | ) | Borrowings from credit facility | 50,000 |
| | — |
| | — |
| | — |
| | 50,000 |
| Repayment of borrowings from credit facility | (30,000 | ) | | — |
| | — |
| | — |
| | (30,000 | ) | Debt issuance costs | (126 | ) | | — |
| | — |
| | — |
| | (126 | ) | Dividends paid | 500 |
| | — |
| | (500 | ) | | — |
| | — |
| Advances to/from subsidiaries | — |
| | 170,305 |
| | — |
| | (170,305 | ) | | — |
| Other financing activities | (170 | ) | | — |
| | — |
| | — |
| | (170 | ) | Net cash provided by (used in) financing activities | 9,814 |
| | 168,761 |
| | (500 | ) | | (170,305 | ) | | 7,770 |
| Decrease in cash and cash equivalents | (189,838 | ) | | (4,153 | ) | | (644 | ) | | (767 | ) | | (195,402 | ) | Cash and cash equivalents at beginning of period | 301,980 |
| | 22,034 |
| | 1,614 |
| | (1,474 | ) | | 324,154 |
| Cash and cash equivalents at end of period | $ | 112,142 |
| | $ | 17,881 |
| | $ | 970 |
| | $ | (2,241 | ) | | $ | 128,752 |
|
|