8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest reported event): May 3, 2010

BEAZER HOMES USA, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
of incorporation) 001-12822
(Commission
File Number) 54-2086934
(IRS Employer
Identification No.)

1000 Abernathy Road, Suite 1200
Atlanta Georgia 30328
(Address of Principal
Executive Offices)

(770) 829-3700
(Registrant’s telephone number, including area code)

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On May 3, 2010, Beazer Homes USA, Inc. issued a press release announcing results of operations for the three and six months ended March 31, 2010. A copy of the press release is attached hereto as exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On May 3, 2010, the Company issued a press release attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Earnings Press Release dated May 3, 2010.
99.2	Press Release dated May 3, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BEAZER HOMES USA, INC.
Date: May 3, 2010	By:	/s/ Allan P. Merrill
		Allan P. Merrill
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

Beazer Homes Reports Second Quarter Fiscal 2010 Results

ATLANTA, May 3, 2010 — Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) today announced its financial results for the fiscal quarter ended March 31, 2010. Summary results of the quarter from continuing operations are as follows:

Quarter Ended March 31, 2010

• Income from continuing operations of $6.2 million, or $0.10 per diluted share, including non-cash pre-tax charges of $10.2 million for inventory impairments, $8.8 million impairment of our investment in an unconsolidated joint venture, offset by a $53.6 million gain related to the partial exchange of our junior subordinated notes. For the second quarter of the prior fiscal year, the Company reported a loss from continuing operations of $108.7 million, or $2.81 per share, including non-cash pre-tax charges of $42.9 million for inventory impairments and $8.3 million of unconsolidated joint venture investment impairments.

• Total revenue: $198.2 million, compared to $186.6 million in the second quarter of the prior year.

• Home closings from continuing operations: 852 homes, an increase year-over-year of 5.6%.

• New orders from continuing operations: 1,673 homes, an increase year-over-year of 48.8%.

• Cancellation rate improved to 17.6% in the second quarter compared to 26.9% in the first quarter of this year and 29.8% in the second quarter of the prior year.

• Gross profit margin of 13.1% (18.3% without impairments and abandonments), compared to - -11.9% (11.1% without impairments and abandonments) in the second quarter of the prior year.

• During the quarter, we received a federal income tax refund of approximately $101 million. We had previously recorded a related income tax benefit of approximately $101 million in the first quarter of fiscal 2010.

• As previously reported, on January 12, 2010, the Company closed its concurrent public offerings of 22,425,000 shares of its common stock and $57.5 million of mandatory convertible subordinated notes, and used a portion of the proceeds from the offerings to repurchase debt including our outstanding 2011 senior notes at par. Net proceeds of these transactions, after the debt repayment (including accrued interest) were approximately $24 million. In addition, on January 15, 2010, we completed a partial exchange of $75 million of our outstanding junior subordinated notes and recorded a $53.6 million gain related to this transaction during our second fiscal quarter of fiscal 2010.

As of March 31, 2010

• Total cash and cash equivalents: $567.7 million, including restricted cash of $43.3 million.

• Stockholders’ equity: $353.2 million not including $57.5 million of mandatory convertible subordinated notes.

• Backlog: 1,781 homes with a sales value of $394.5 million compared to 1,278 homes with a sales value of $296.3 million as of March 31, 2009.

Ian J. McCarthy, President and Chief Executive Officer, said, “During the quarter we were able to substantially improve the Company’s balance sheet and generate improved operating results. We have been encouraged by the early signs of improvement in our business, which started in the September 2009 quarter and have continued since. We recognize both the signs of improvement and the continued risks to a broad-based housing recovery, but we expect to see gradual improvement over time and we believe we are taking the right steps to position the Company to benefit from improving conditions in the years ahead.”

Results for the Quarter Ended March 31, 2010

Homebuilding revenues from continuing operations increased 6.0% in the second quarter, due primarily to a 5.6% increase in the number of homes closed. Net new home orders from continuing operations increased 48.8% compared to the second quarter of last year, driven by a 26.8% increase in gross new orders and a reduction in the cancellation rate to 17.6%, compared to 29.8% a year ago.

Although margins improved both sequentially and as compared to the prior year, we continued to be impacted by a challenging homebuilding environment, impacting both closing volumes and pricing, and by non-cash pre-tax charges for inventory impairments and lot option abandonments of $10.2 million for the quarter ended March 31, 2010. Our gross profit margin improved to 13.1% (18.3% without impairments and abandonments) for the current quarter compared to -11.9% (11.1% without impairments and abandonments) in the second quarter of the prior year. During the quarter we received reimbursements from subcontractors related to several legacy warranty issues. These non-recurring recoveries improved gross margin by approximately 220 basis points for the current quarter.

The Company controlled 29,764 lots at March 31, 2010 (83% owned and 17% controlled under options), including 733 owned lots in discontinued operations. Total controlled lots of 29,764 reflect a reduction of 13.5% from the level at March 31, 2009 and 2.9% from the level at September 30, 2009.

As of March 31, 2010, unsold finished homes totaled 244, a decline of 35.6% from the level a year ago.

Liquidity and Liability Management Initiatives

At March 31, 2010, the Company had cash and cash equivalents of $567.7 million, including restricted cash of $43.3 million primarily to collateralize outstanding letters of credit.

As previously reported, on January 12, 2010, the Company closed its concurrent public offerings of 22,425,000 shares of its common stock and $57.5 million of mandatory convertible subordinated notes, and used a portion of the proceeds from the offerings to repurchase debt including our outstanding 2011 senior notes at par. Net proceeds of these transactions, after the debt repayment were approximately $24 million. In addition, on January 15, 2010, we completed a partial exchange of $75 million of our outstanding junior subordinated notes. We recorded a $53.6 million gain related to this transaction during our second fiscal quarter of fiscal 2010. As a result of these transactions and our fiscal year-to-date results from operations, our stockholders’ equity increased from $196.6 million as of September 30, 2009 to $353.2 million as of March 31, 2010. Our tangible net worth (stockholders’ equity less certain intangible assets as defined in our senior note indentures) also increased by $161.3 million fiscal year-to-date to $298.3 million at March 31, 2010.

Conference Call

The Company will hold a conference call on May 4, 2010, at 10:00 am ET to discuss these results. Interested parties may listen to the conference call and view the Company’s slide presentation over the internet by visiting the “Investor Relations” section of the Company’s website at www.beazer.com. To access the conference call by telephone, listeners should dial 877-601-3546 or 212-547-0388. To be admitted to the call, verbally supply the passcode “BZH”. A replay of the call will be available shortly after the conclusion of the live call. To directly access the replay, dial 866-409-7708 or 203-369-0641 and enter the passcode “3740” (available until 5:00 pm ET on May 11, 2010), or visit www.beazer.com. A replay of the webcast will be available at www.beazer.com for approximately 30 days.

Beazer Homes USA, Inc., headquartered in Atlanta, is one of the country’s ten largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol “BZH.”

Forward Looking Statements

This presentation contains forward-looking statements. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, (i) the final outcome of various lawsuits, as well as the results of any government proceedings and fulfillment of the obligations in the Deferred Prosecution Agreement and other settlement agreements and consent orders with governmental authorities; (ii) additional asset impairment charges or writedowns; (iii) economic changes nationally or in local markets, including changes in consumer confidence, volatility of mortgage interest rates, availability of mortgage financing and inflation; (iv) a slower economic rebound than anticipated, coupled with persistently high unemployment and additional foreclosures; (v) continued or increased downturn in the homebuilding industry; (vi) estimates related to homes to be delivered in the future (backlog) are imprecise as they are subject to various cancellation risks which cannot be fully controlled, (vii) our cost of and ability to access capital and otherwise meet our ongoing liquidity needs including the impact of any further downgrades of our credit ratings or reductions in our tangible net worth; (viii) potential inability to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing; (ix) increased competition or delays in reacting to changing consumer preference in home design; (x) shortages of or increased prices for labor, land or raw materials used in housing production; (xi) factors affecting margins such as decreased land values underlying land option agreements, increased land development costs on projects under development or delays or difficulties in implementing initiatives to reduce production and overhead cost structure; (xii) the performance of our joint ventures and our joint venture partners; (xiii) the impact of construction defect and home warranty claims including those related to possible installation of drywall imported from China; (xiv) the cost and availability of insurance and surety bonds; (xv) delays in land development or home construction resulting from adverse weather conditions; (xvi) potential delays or increased costs in obtaining necessary governmental permits and possible penalties for failure to comply with laws, regulations and governmental policies; (xvii) effects of changes in accounting policies, standards, guidelines or principles; or (xviii) terrorist acts, acts of war and other factors over which the Company has little or no control.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.

CONTACT: Beazer Homes USA, Inc.
Jeffrey S. Hoza
Vice President, Treasurer
770-829-3700
jhoza@beazer.com

-Tables Follow-

BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2010			2009			2010			2009
Total revenue	$	198,185		$	186,624		$	416,969		$	404,793
Home construction and land sales expenses		161,973			165,881			352,609			359,399
Inventory impairments and option contract abandonments		10,170			42,929			18,997			55,319
Gross profit (loss)		26,042			(22,186	)		45,363			(9,925	)
Selling, general and administrative expenses		44,869			66,244			90,678			120,184
Depreciation and amortization		2,747			4,336			6,171			7,974
Goodwill impairment		—			—			—			16,143
Operating loss		(21,574	)		(92,766	)		(51,486	)		(154,226	)
Equity in loss of unconsolidated joint ventures		(8,779	)		(8,356	)		(8,822	)		(9,763	)
Gain on extinguishment of debt		52,946			—			52,946			—
Other expense, net		(18,037	)		(19,238	)		(37,568	)		(37,423	)
Income (loss) from continuing operations before income taxes		4,556			(120,360	)		(44,930	)		(201,412	)
Benefit from income taxes		(1,688	)		(11,621	)		(95,709	)		(13,514	)
Income (loss) from continuing operations		6,244			(108,739	)		50,779			(187,898	)
(Loss) income from discontinued operations, net of tax		(946	)		(6,184	)		2,518			(7,300	)
Net income (loss)	$	5,298		$	(114,923	)	$	53,297		$	(195,198	)
Weighted average number of shares:
Basic		58,314			38,662			48,463			38,627
Diluted		69,147			38,662			56,933			38,627
Earnings (loss) per share:
Basic earnings (loss) per share from continuing operations	$	0.11		$	(2.81	)	$	1.05		$	(4.86	)
Basic (loss) earnings per share from discontinued operations	$	(0.02	)	$	(0.16	)	$	0.05		$	(0.19	)
Basic earnings (loss) per share	$	0.09		$	(2.97	)	$	1.10		$	(5.05	)
Diluted earnings (loss) per share from continuing operations	$	0.10		$	(2.81	)	$	0.94		$	(4.86	)
Diluted (loss) earnings per share from discontinued operations	$	(0.01	)	$	(0.16	)	$	0.05		$	(0.19	)
Diluted earnings (loss) per share	$	0.09		$	(2.97	)	$	0.99		$	(5.05	)

Interest Data:	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2010			2009			2010			2009
Capitalized interest in inventory, beginning of period	$	38,970		$	45,431		$	38,338		$	45,977
Interest incurred		32,236			33,332			65,416			67,253
Capitalized interest impaired		(464	)		(1,416	)		(1,096	)		(1,953	)
Interest expense not qualified for capitalization and included as other expense		(19,565	)		(21,022	)		(40,097	)		(42,259	)
Capitalized interest amortized to house construction and land sales expenses		(10,070	)		(10,859	)		(21,454	)		(23,552	)
Capitalized interest in inventory, end of period	$	41,107		$	45,466		$	41,107		$	45,466

BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)

CONSOLIDATED BALANCE SHEETS	March 31,			September 30,
	2010			2009
ASSETS
Cash and cash equivalents	$	524,468		$	507,339
Restricted cash		43,254			49,461
Accounts receivable (net of allowance of $3,777 and $7,545, respectively)		33,644			28,405
Income tax receivable		8,763			9,922
Inventory
Owned inventory		1,269,265			1,265,441
Consolidated inventory not owned		49,025			53,015
Total inventory		1,318,290			1,318,456
Investments in unconsolidated joint ventures		21,428			30,124
Deferred tax assets		7,770			7,520
Property, plant and equipment, net		23,450			25,939
Other assets		43,903			52,244
Total assets	$	2,024,970		$	2,029,410
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	71,499		$	70,285
Other liabilities		211,139			227,315
Obligations related to consolidated inventory not owned		30,226			26,356
Senior Notes (net of discounts of $25,353 and $27,257, respectively)		1,237,552			1,362,902
Mandatory Convetible Subordinated Notes		57,500			—
Junior Subordinated Notes		46,436			103,093
Other secured notes payable		11,168			12,543
Model home financing obligations		6,297			30,361
Total liabilities		1,671,817			1,832,855
Stockholders’ equity:
Preferred stock (par value $.01 per share, 5,000,000 shares authorized, no shares issued)		—			—
Common stock (par value $0.001 per share, 80,000,000 shares authorized, 62,188,862 and 43,150,472 issued and 62,188,862 and 39,793,316 outstanding, respectively)		62			43
Paid-in capital		487,332			568,019
Accumulated deficit		(134,241	)		(187,538	)
Treasury stock, at cost (0 and 3,357,156 shares, respectively)		—			(183,969	)
Total stockholders’ equity		353,153			196,555
Total liabilities and stockholders’ equity	$	2,024,970		$	2,029,410
Inventory Breakdown
Homes under construction	$	299,205		$	219,724
Development projects in progress		427,815			487,457
Land held for future development		410,734			417,834
Land held for sale		37,437			42,470
Capitalized interest		41,107			38,338
Model homes		52,967			59,618
Consolidated inventory not owned		49,025			53,015
	$	1,318,290		$	1,318,456

BEAZER HOMES USA, INC.
CONSOLIDATED OPERATING AND FINANCIAL DATA — CONTINUING OPERATIONS
(Dollars in millions)

OPERATING DATA

	Quarter Ended				Six Months Ended
	March 31,				March 31,
	2010		2009		2010		2009
SELECTED OPERATING DATA
Closings:
West region		375		339		781		778
East region		341		274		729		545
Southeast region		136		194		303		374
Total closings		852		807		1,813		1,697
New orders, net of cancellations:
West region		659		511		1,016		764
East region		701		438		975		639
Southeast region		313		175		410		254
Total new orders		1,673		1,124		2,401		1,657
Backlog units at end of period:
West region		680		513
East region		827		579
Southeast region		274		186
Total backlog units		1,781		1,278
Dollar value of backlog at end of period	$	394.5	$	296.3

BEAZER HOMES USA, INC.
CONSOLIDATED OPERATING AND FINANCIAL DATA — CONTINUING OPERATIONS
(Dollars in thousands)

	Quarter Ended						Six Months Ended
	March 31,						March 31,
	2010			2009			2010			2009
SUPPLEMENTAL FINANCIAL DATA
Revenues
Homebuilding operations	$	197,428		$	186,312		$	411,352		$	403,443
Land sales and other		389			—			4,869			550
Financial Services		368			312			748			800
Total revenues	$	198,185		$	186,624		$	416,969		$	404,793
Gross profit (loss)
Homebuilding operations	$	24,208			(22,493	)	$	42,379			(10,710	)
Land sales and other		1,466			(5	)		2,236			(15	)
Financial Services		368			312			748			800
Total gross profit (loss)	$	26,042		$	(22,186	)	$	45,363		$	(9,925	)
Selling, general and administrative
Homebuilding operations	$	44,692		$	66,001		$	90,312		$	119,449
Financial Services		177			243			366			735
Total selling, general and administrative	$	44,869		$	66,244		$	90,678		$	120,184
SELECTED SEGMENT INFORMATION
Revenue:
West region	$	82,246		$	73,683		$	170,126		$	177,100
East region		87,482			71,795			185,214			144,986
Southeast region		28,089			40,834			60,881			81,907
Financial services		368			312			748			800
Total revenue	$	198,185		$	186,624		$	416,969		$	404,793
Operating income (loss)
West region	$	769		$	(20,434	)	$	3,720		$	(26,680	)
East region		5,959			(10,413	)		11,250			(13,837	)
Southeast region		(6,917	)		(14,724	)		(7,368	)		(16,669	)
Financial services		190			68			380			56
Segment operating income (loss)		1			(45,503	)		7,982			(57,130	)
Corporate and unallocated		(21,575	)		(47,263	)		(59,468	)		(97,096	)
Total operating loss	$	(21,574	)	$	(92,766	)	$	(51,486	)	$	(154,226	)

EX-99.2

Exhibit 99.2

Press Release

For Immediate Release

Beazer Homes Announces Proposed Public Offerings of Common Stock,
Tangible Equity Units and Senior Unsecured Notes

ATLANTA, May 3, 2010 — Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) (the “Company”) announced today that it is commencing concurrent underwritten public offerings of common stock, tangible equity units and senior unsecured notes. The offerings are anticipated to cover the issuance of 12,500,000 shares of the Company’s common stock, 3,000,000 tangible equity units, which units are comprised of a prepaid stock purchase contract and a senior amortizing note due 2013, and $300 million aggregate principal amount of senior unsecured notes due 2018. In addition, the Company intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock and tangible equity units sold to cover over-allotments. None of the offerings is contingent upon completion of any of the other offerings. The Company’s common stock is listed on the New York Stock Exchange under the symbol “BZH” and the Company has applied to list the tangible equity units on the New York Stock Exchange. Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are serving as the joint book-running managers for the common stock offering, Deutsche Bank Securities Inc. and UBS Securities LLC will serve as joint lead managers and Moelis & Company LLC will serve as co-manager. Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are serving as the joint book-running managers for the tangible equity units offering, Deutsche Bank Securities Inc. will serve as joint lead manager and Moelis & Company LLC will serve as co-manager. Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are serving as the joint book-running managers for the senior unsecured notes offering, Deutsche Bank Securities Inc. will serve as joint lead manager and Moelis & Company LLC will serve as co-manager.

The Company intends to use the net proceeds from these concurrent offerings, if completed, to fund (or replenish cash used to fund) debt repurchases, including the anticipated redemption of the Company’s 8 3/8% senior notes due 2012 and 4 5/8% senior convertible notes due 2024, and for other general corporate purposes. As of April 30, 2010, $303.6 million aggregate principal amount of the 8 3/8% senior notes due 2012 and $154.5 million of aggregate principal amount of the 4 5/8% senior convertible notes due 2024 were outstanding.

The shares of common stock, tangible equity units, including the underlying stock purchase contracts and senior amortizing notes, and senior unsecured notes all will be issued pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission on Form S-3. Preliminary prospectus supplements related to the offerings have been filed with the Securities and Exchange

Commission and are available on the SEC’s website, http://www.sec.gov. Copies of the preliminary prospectus supplements and the accompanying base prospectus related to the common stock, tangible equity units and senior unsecured notes offerings may be obtained from: Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (Attention: Prospectus Department; Telephone: (800) 831-9146; E-mail: batprospectusdept@citi.com) or Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010 (Telephone: 800-221-1037).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Beazer Homes USA, Inc., headquartered in Atlanta, is one of the country’s ten largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia.

Forward Looking Statements

This press release contains forward-looking statements. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, changing market conditions, the Company’s ability to complete the offerings and the Company’s ability to repurchase its outstanding notes from time to time. For more information, see the Company’s filings with the Securities and Exchange Commission, including the preliminary prospectus supplements relating to the proposed offerings.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors.

CONTACT: Beazer Homes USA, Inc.
Jeff Hoza
Vice President, Treasurer
770-829-3700
jhoza@beazer.com