Supplemental Guarantor Information |
Supplemental Guarantor Information As discussed in Note 8, 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, 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 financial information presents the line items of our 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. Condensed Consolidating Balance Sheet Information September 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 | $ | 215,646 |
| | $ | 16,866 |
| | $ | 859 |
| | $ | (4,500 | ) | | $ | 228,871 |
| Restricted cash | 12,867 |
| | 1,538 |
| | — |
| | — |
| | 14,405 |
| Accounts receivable (net of allowance of $354) | — |
| | 53,225 |
| | 1 |
| | — |
| | 53,226 |
| Income tax receivable | 292 |
| | — |
| | — |
| | — |
| | 292 |
| Owned inventory | — |
| | 1,569,279 |
| | — |
| | — |
| | 1,569,279 |
| Investments in unconsolidated entities | 773 |
| | 9,697 |
| | — |
| | — |
| | 10,470 |
| Deferred tax assets, net | 309,955 |
| | — |
| | — |
| | — |
| | 309,955 |
| Property and equipment, net | — |
| | 19,138 |
| | — |
| | — |
| | 19,138 |
| Investments in subsidiaries | 701,931 |
| | — |
| | — |
| | (701,931 | ) | | — |
| Intercompany | 734,766 |
| | — |
| | 2,574 |
| | (737,340 | ) | | — |
| Other assets | 577 |
| | 6,930 |
| | 15 |
| | — |
| | 7,522 |
| Total assets | $ | 1,976,807 |
| | $ | 1,676,673 |
| | $ | 3,449 |
| | $ | (1,443,771 | ) | | $ | 2,213,158 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | Trade accounts payable | $ | — |
| | $ | 104,174 |
| | $ | — |
| | $ | — |
| | $ | 104,174 |
| Other liabilities | 11,315 |
| | 122,561 |
| | 377 |
| | — |
| | 134,253 |
| Intercompany | 2,574 |
| | 739,266 |
| | — |
| | (741,840 | ) | | — |
| Total debt (net of premium/discount and debt issuance costs) | 1,320,065 |
| | 11,813 |
| | — |
| | — |
| | 1,331,878 |
| Total liabilities | 1,333,954 |
| | 977,814 |
| | 377 |
| | (741,840 | ) | | 1,570,305 |
| Stockholders’ equity | 642,853 |
| | 698,859 |
| | 3,072 |
| | (701,931 | ) | | 642,853 |
| Total liabilities and stockholders’ equity | $ | 1,976,807 |
| | $ | 1,676,673 |
| | $ | 3,449 |
| | $ | (1,443,771 | ) | | $ | 2,213,158 |
|
Beazer Homes USA, Inc. Condensed 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 | 611 |
| | 6,471 |
| | 4 |
| | — |
| | 7,086 |
| Total assets | $ | 2,160,013 |
| | $ | 1,814,897 |
| | $ | 3,395 |
| | $ | (1,569,010 | ) | | $ | 2,409,295 |
| 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 discount and debt issuance costs) | 1,495,503 |
| | 20,864 |
| | — |
| | — |
| | 1,516,367 |
| Total liabilities | 1,529,590 |
| | 1,168,046 |
| | 545 |
| | (919,309 | ) | | 1,778,872 |
| Stockholders’ equity | 630,423 |
| | 646,851 |
| | 2,850 |
| | (649,701 | ) | | 630,423 |
| Total liabilities and stockholders’ equity | $ | 2,160,013 |
| | $ | 1,814,897 |
| | $ | 3,395 |
| | $ | (1,569,010 | ) | | $ | 2,409,295 |
|
Beazer Homes USA, Inc. Consolidating Statements of Income and Comprehensive Income Information (In thousands) | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2016 | | | | | | | | | | Total revenue | $ | — |
| | $ | 1,822,114 |
| | $ | 156 |
| | $ | (156 | ) | | $ | 1,822,114 |
| Home construction and land sales expenses | 77,941 |
| | 1,431,840 |
| | — |
| | (156 | ) | | 1,509,625 |
| Inventory impairments and abandonments | 710 |
| | 14,572 |
| | — |
| | — |
| | 15,282 |
| Gross (loss) profit | (78,651 | ) | | 375,702 |
| | 156 |
| | — |
| | 297,207 |
| Commissions | — |
| | 70,460 |
| | — |
| | — |
| | 70,460 |
| General and administrative expenses | — |
| | 153,524 |
| | 104 |
| | — |
| | 153,628 |
| Depreciation and amortization | — |
| | 13,794 |
| | — |
| | — |
| | 13,794 |
| Operating (loss) income | (78,651 | ) | | 137,924 |
| | 52 |
| | — |
| | 59,325 |
| Equity in income of unconsolidated entities | — |
| | 131 |
| | — |
| | — |
| | 131 |
| Loss on extinguishment of debt | (13,423 | ) | | — |
| | — |
| | — |
| | (13,423 | ) | Other (expense) income, net | (25,388 | ) | | 1,061 |
| | (3 | ) | | — |
| | (24,330 | ) | (Loss) income before income taxes | (117,462 | ) | | 139,116 |
| | 49 |
| | — |
| | 21,703 |
| (Benefit) expense from income taxes | (70,126 | ) | | 86,605 |
| | 19 |
| | — |
| | 16,498 |
| Equity in income of subsidiaries | 52,541 |
| | — |
| | — |
| | (52,541 | ) | | — |
| Income from continuing operations | 5,205 |
| | 52,511 |
| | 30 |
| | (52,541 | ) | | 5,205 |
| Loss from discontinued operations, net of tax | — |
| | (503 | ) | | (9 | ) | | — |
| | (512 | ) | Equity in loss of subsidiaries | (512 | ) | | — |
| | — |
| | 512 |
| | — |
| Net income and comprehensive income | $ | 4,693 |
| | $ | 52,008 |
| | $ | 21 |
| | $ | (52,029 | ) | | $ | 4,693 |
| | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2015 | | | | | | | | | | Total revenue | $ | — |
| | $ | 1,627,413 |
| | $ | 198 |
| | $ | (198 | ) | | $ | 1,627,413 |
| Home construction and land sales expenses | 55,006 |
| | 1,297,052 |
| | — |
| | (198 | ) | | 1,351,860 |
| Inventory impairments and abandonments | — |
| | 3,109 |
| | — |
| | — |
| | 3,109 |
| Gross (loss) profit | (55,006 | ) | | 327,252 |
| | 198 |
| | — |
| | 272,444 |
| Commissions | — |
| | 65,023 |
| | — |
| | — |
| | 65,023 |
| General and administrative expenses | — |
| | 142,391 |
| | 105 |
| | — |
| | 142,496 |
| Depreciation and amortization | — |
| | 13,338 |
| | — |
| | — |
| | 13,338 |
| Operating (loss) income | (55,006 | ) | | 106,500 |
| | 93 |
| | — |
| | 51,587 |
| Equity in income of unconsolidated entities | — |
| | 536 |
| | — |
| | — |
| | 536 |
| Loss on extinguishment of debt | (80 | ) | | — |
| | — |
| | — |
| | (80 | ) | Other expense, net | (29,752 | ) | | (258 | ) | | (3 | ) | | — |
| | (30,013 | ) | (Loss) income before income taxes | (84,838 | ) | | 106,778 |
| | 90 |
| | — |
| | 22,030 |
| (Benefit) expense from income taxes | (32,275 | ) | | (292,326 | ) | | 32 |
| | — |
| | (324,569 | ) | Equity in income of subsidiaries | 399,162 |
| | — |
| | — |
| | (399,162 | ) | | — |
| Income from continuing operations | 346,599 |
| | 399,104 |
| | 58 |
| | (399,162 | ) | | 346,599 |
| Loss from discontinued operations, net of tax | — |
| | (2,495 | ) | | (10 | ) | | — |
| | (2,505 | ) | Equity in loss of subsidiaries | (2,505 | ) | | — |
| | — |
| | 2,505 |
| | — |
| Net income | $ | 344,094 |
| | $ | 396,609 |
| | $ | 48 |
| | $ | (396,657 | ) | | $ | 344,094 |
| Change in unrealized loss related to available-for-sale securities | 1,276 |
| | — |
| | — |
| | — |
| | 1,276 |
| Comprehensive income | $ | 345,370 |
| | $ | 396,609 |
| | $ | 48 |
| | $ | (396,657 | ) | | $ | 345,370 |
|
Beazer Homes USA, Inc. Consolidating Statements of Income and Comprehensive Income Information (In thousands) | | | | | | | | | | | | | | | | | | | | | | Beazer Homes USA, Inc. | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidating Adjustments | | Consolidated Beazer Homes USA, Inc. | Fiscal Year Ended September 30, 2014 | | | | | | | | | | Total revenue | $ | — |
| | $ | 1,463,767 |
| | $ | 379 |
| | $ | (379 | ) | | $ | 1,463,767 |
| Home construction and land sales expenses | 39,255 |
| | 1,153,125 |
| | — |
| | (379 | ) | | 1,192,001 |
| Inventory impairments and abandonments | 245 |
| | 8,062 |
| | — |
| | — |
| | 8,307 |
| Gross (loss) profit | (39,500 | ) | | 302,580 |
| | 379 |
| | — |
| | 263,459 |
| Commissions | — |
| | 58,028 |
| | — |
| | — |
| | 58,028 |
| General and administrative expenses | — |
| | 136,349 |
| | 114 |
| | — |
| | 136,463 |
| Depreciation and amortization | — |
| | 13,279 |
| | — |
| | — |
| | 13,279 |
| Operating (loss) income | (39,500 | ) | | 94,924 |
| | 265 |
| | — |
| | 55,689 |
| Equity in income of unconsolidated entities | — |
| | 6,545 |
| | — |
| | — |
| | 6,545 |
| Loss on extinguishment of debt | (19,917 | ) | | — |
| | — |
| | — |
| | (19,917 | ) | Other (expense) income, net | (50,786 | ) | | 1,600 |
| | (5 | ) | | — |
| | (49,191 | ) | (Loss) income before income taxes | (110,203 | ) | | 103,069 |
| | 260 |
| | — |
| | (6,874 | ) | (Benefit) expense from income taxes | (14,247 | ) | | (27,642 | ) | | 92 |
| | — |
| | (41,797 | ) | Equity in income of subsidiaries | 130,879 |
| | — |
| | — |
| | (130,879 | ) | | — |
| Income from continuing operations | 34,923 |
| | 130,711 |
| | 168 |
| | (130,879 | ) | | 34,923 |
| Loss from discontinued operations, net of tax | — |
| | (532 | ) | | (8 | ) | | — |
| | (540 | ) | Equity in loss of subsidiaries | (540 | ) | | — |
| | — |
| | 540 |
| | — |
| Net income | $ | 34,383 |
| | $ | 130,179 |
| | $ | 160 |
| | $ | (130,339 | ) | | $ | 34,383 |
| Change in unrealized loss related to available-for-sale securities | (1,276 | ) | | — |
| | — |
| | — |
| | (1,276 | ) | Comprehensive income | $ | 33,107 |
| | $ | 130,179 |
| | $ | 160 |
| | $ | (130,339 | ) | | $ | 33,107 |
|
Beazer Homes USA, Inc. Condensed 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, 2016 | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (56,218 | ) | | $ | 219,401 |
| | $ | (158 | ) | | $ | — |
| | $ | 163,025 |
| Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (12,219 | ) | | — |
| | — |
| | (12,219 | ) | Proceeds from sale of fixed assets | — |
| | 2,624 |
| | — |
| | — |
| | 2,624 |
| Investments in unconsolidated entities | — |
| | (4,241 | ) | | — |
| | — |
| | (4,241 | ) | Return of capital from unconsolidated entities | — |
| | 1,142 |
| | — |
| | — |
| | 1,142 |
| Increases in restricted cash | (2,388 | ) | | (3,464 | ) | | — |
| | — |
| | (5,852 | ) | Decreases in restricted cash | 26,698 |
| | 3,650 |
| | — |
| | — |
| | 30,348 |
| Advances to/from subsidiaries | 203,690 |
| | — |
| | 11 |
| | (203,701 | ) | | — |
| Net cash provided by (used in) investing activities | 228,000 |
|
| (12,508 | ) |
| 11 |
|
| (203,701 | ) |
| 11,802 |
| Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (819,044 | ) | | (9,177 | ) | | — |
| | — |
| | (828,221 | ) | Proceeds from issuance of new debt | 642,150 |
| | — |
| | — |
| | — |
| | 642,150 |
| Repayment of borrowing from credit facility | (90,000 | ) | | — |
| | — |
| | — |
| | (90,000 | ) | Borrowing from credit facility | 90,000 |
| | — |
| | — |
| | — |
| | 90,000 |
| Debt issuance costs | (11,246 | ) | | — |
| | — |
| | — |
| | (11,246 | ) | Other financing activities | (222 | ) | | — |
| | — |
| | — |
| | (222 | ) | Advances to/from subsidiaries | — |
| | (202,393 | ) | | — |
| | 202,393 |
| | — |
| Net cash (used in) provided by financing activities | (188,362 | ) | | (211,570 | ) | | — |
| | 202,393 |
| | (197,539 | ) | Decrease in cash and cash equivalents | (16,580 | ) | | (4,677 | ) | | (147 | ) | | (1,308 | ) | | (22,712 | ) | 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 | $ | 215,646 |
| | $ | 16,866 |
| | $ | 859 |
| | $ | (4,500 | ) | | $ | 228,871 |
|
Beazer Homes USA, Inc. Condensed 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, 2015 | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (388,584 | ) | | $ | 307,668 |
| | $ | (133 | ) | | $ | — |
| | $ | (81,049 | ) | Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (15,964 | ) | | — |
| | — |
| | (15,964 | ) | Investments in unconsolidated entities | — |
| | (4,944 | ) | | — |
| | — |
| | (4,944 | ) | Return of capital from marketable securities unconsolidated entities | — |
| | 24,245 |
| | — |
| | — |
| | 24,245 |
| Increases in restricted cash | (2,982 | ) | | (2,564 | ) | | — |
| | — |
| | (5,546 | ) | Decreases in restricted cash | 27,751 |
| | 1,835 |
| | — |
| | — |
| | 29,586 |
| Advances to/from subsidiaries | 302,569 |
| | — |
| | 25 |
| | (302,594 | ) | | — |
| Net cash provided by investing activities | 327,338 |
| | 2,608 |
| | 25 |
| | (302,594 | ) | | 27,377 |
| Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (8,703 | ) | | (9,870 | ) | | — |
| | — |
| | (18,573 | ) | Repayment of borrowing from credit facility | (75,000 | ) | | — |
| | — |
| | — |
| | (75,000 | ) | Borrowing from credit facility | 75,000 |
| | — |
| | — |
| | — |
| | 75,000 |
| Debt issuance costs | (126 | ) | | — |
| | — |
| | — |
| | (126 | ) | Other financing activities | (200 | ) | | — |
| | — |
| | — |
| | (200 | ) | Dividends paid | 500 |
| | — |
| | (500 | ) | | — |
| | — |
| Advances to/from subsidiaries | 21 |
| | (300,897 | ) | | — |
| | 300,876 |
| | — |
| Net cash used in financing activities | (8,508 | ) | | (310,767 | ) | | (500 | ) | | 300,876 |
| | (18,899 | ) | Decrease in cash and cash equivalents | (69,754 | ) | | (491 | ) | | (608 | ) | | (1,718 | ) | | (72,571 | ) | 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 | $ | 232,226 |
| | $ | 21,543 |
| | $ | 1,006 |
| | $ | (3,192 | ) | | $ | 251,583 |
| | | | | | | | | | | Fiscal Year Ended September 30, 2014 | | | | | | | | | | Net cash (used in) provided by operating activities | $ | (119,074 | ) | | $ | (41,429 | ) | | $ | 34 |
| | $ | — |
| | $ | (160,469 | ) | Cash flows from investing activities: | | | | | | | | | | Capital expenditures | — |
| | (14,553 | ) | | — |
| | — |
| | (14,553 | ) | Investments in unconsolidated entities | — |
| | (5,218 | ) | | — |
| | — |
| | (5,218 | ) | Return of capital from unconsolidated entities | — |
| | 1,703 |
| | — |
| | — |
| | 1,703 |
| Increases in restricted cash | (14,111 | ) | | (1,497 | ) | | — |
| | — |
| | (15,608 | ) | Decreases in restricted cash | 39 |
| | 1,606 |
| | — |
| | — |
| | 1,645 |
| Advances to/from subsidiaries | (78,951 | ) | | — |
| | — |
|
| 78,951 |
| | — |
| Net cash used in investing activities | (93,023 | ) | | (17,959 | ) | | — |
| | 78,951 |
| | (32,031 | ) | Cash flows from financing activities: | | | | | | | | | | Repayment of debt | (305,061 | ) | | (2,541 | ) | | — |
| | — |
| | (307,602 | ) | Proceeds from issuance of new debt | 325,000 |
| | — |
| | — |
| | — |
| | 325,000 |
| Debt issuance costs | (5,490 | ) | | — |
| | — |
| | — |
| | (5,490 | ) | Other financing activities | 287 |
| | — |
| | — |
| | — |
| | 287 |
| Advances to/from subsidiaries | — |
| | 77,639 |
| | (57 | ) | | (77,582 | ) | | — |
| Net cash provided by (used in) financing activities | 14,736 |
| | 75,098 |
| | (57 | ) | | (77,582 | ) | | 12,195 |
| (Decrease) increase in cash and cash equivalents | (197,361 | ) | | 15,710 |
| | (23 | ) | | 1,369 |
| | (180,305 | ) | Cash and cash equivalents at beginning of period | 499,341 |
| | 6,324 |
| | 1,637 |
| | (2,843 | ) | | 504,459 |
| Cash and cash equivalents at end of period | $ | 301,980 |
| | $ | 22,034 |
| | $ | 1,614 |
| | $ | (1,474 | ) | | $ | 324,154 |
|
|