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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

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

For the Quarterly Period Ended June 30, 2000

or

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

Commission File Number  001-12822


BEAZER HOMES USA, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  58-2086934
(I.R.S. employer
identification no.)
5775 Peachtree Dunwoody Road, Suite B-200, Atlanta, Georgia 30342
(Address of principal executive offices)            (Zip Code)
 
(404) 250-3420
(Registrant's telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes /x/   No / /
Class
  Outstanding at August 11, 2000
Common Stock, par value $.01 per share   8,473,872 shares

Page 1 of 17 Pages
Exhibit Index Appears on Page 16





BEAZER HOMES USA, INC.
FORM 10-Q


INDEX

 
  Page No.
PART I  FINANCIAL INFORMATION    
   
Item 1  Financial Statements
 
 
 
 
           
Condensed Consolidated Balance Sheets, June 30, 2000 (unaudited)
and September 30, 1999
 
 
 
3
           
Unaudited Condensed Consolidated Statements of Operations,
Three and Nine Months Ended June 30, 2000 and 1999
 
 
 
4
           
Unaudited Condensed Consolidated Statements of Cash Flows,
Nine Months Ended June 30, 2000 and 1999
 
 
 
5
           
Notes to Unaudited Condensed Consolidated Financial Statements
 
 
 
6
   
Item 2  Management's Discussion and Analysis of Financial Condition and
  Results of Operations
 
 
 
9
   
Item 3  Quantitative and Qualitative Disclosures About Market Risk
 
 
 
15
 
PART II  OTHER INFORMATION
 
 
 
 
   
Item 6  Exhibits and Reports on Form 8-K 
 
 
 
16
 
SIGNATURES
 
 
 
17
 
 
 
 
 
 

2


Part I.  Financial Information

BEAZER HOMES USA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

 
  June 30,
2000

  September 30,
1999

 
 
  (unaudited)

   
 
ASSETS  
 
Cash and cash equivalents
 
 
 
$
 
 
 
 
$
 
 
 
Accounts receivable     14,688     21,416  
Inventory     669,787     532,559  
Property, plant and equipment, net     12,595     13,102  
Goodwill, net     7,450     8,051  
Other assets     21,449     19,440  
   
 
 
      Total assets   $ 725,969   $ 594,568  
       
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY  
 
Trade accounts payable
 
 
 
$
 
58,499
 
 
 
$
 
45,984
 
 
Other liabilities     89,056     98,922  
Revolving credit facility     110,000      
Senior notes     215,000     215,000  
   
 
 
      Total liabilities     472,555     359,906  
   
 
 
Stockholders' equity:              
  Preferred stock (par value $.01 per share, 5,000,000 shares authorized, no shares issued and outstanding)          
  Common stock (par value $.01 per share, 30,000,000 shares authorized, 12,265,899 issued, 8,473,872 and 8,974,122 outstanding)     123     123  
  Paid in capital     194,528     194,528  
  Retained earnings     124,405     97,488  
  Unearned restricted stock     (4,438 )   (5,494 )
  Treasury stock (3,792,027 and 3,291,777 shares)     (61,204 )   (51,983 )
   
 
 
      Total stockholders' equity     253,414     234,662  
   
 
 
      Total liabilities and stockholders' equity   $ 725,969   $ 594,568  
       
 
 

See Notes to Condensed Consolidated Financial Statements

3


BEAZER HOMES USA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
 
  2000
  1999
  2000
  1999
 
Total revenue   $ 389,557   $ 370,431   $ 1,031,263   $ 939,885  
 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Home construction and land sales     318,912     306,424     850,385     779,632  
  Interest     7,252     6,472     18,847     17,769  
  Selling, general and administrative     42,450     40,571     112,911     104,689  
   
 
 
 
 
Operating income     20,943     16,964     49,120     37,795  
Other expense     (3,608 )   (294 )   (4,994 )   (364 )
   
 
 
 
 
Income before income taxes     17,335     16,670     44,126     37,431  
Provision for income taxes     6,761     6,418     17,209     14,410  
   
 
 
 
 
  Net income   $ 10,574   $ 10,252   $ 26,917   $ 23,021  
       
 
 
 
 
Dividends and other payments to
preferred stockholders
  $   $ 36   $   $ 3,343  
 
Net income applicable to common stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Basic   $ 10,574   $ 10,216   $ 26,917   $ 19,678  
    Diluted   $ 10,574   $ 10,252   $ 26,917   $ 23,021  
 
Weighted average number of shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Basic     8,088     8,285     8,310     6,908  
    Diluted     8,412     8,919     8,622     8,922  
 
Net income per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Basic   $ 1.31   $ 1.23   $ 3.24   $ 2.85  
    Diluted   $ 1.26   $ 1.15   $ 3.12   $ 2.58  

See Notes to Condensed Consolidated Financial Statements

4


BEAZER HOMES USA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 
  Nine Months Ended
June 30,

 
 
  2000
  1999
 
Cash flows from operating activities:              
  Net income   $ 26,917   $ 23,021  
  Adjustments to reconcile net income to net cash used by operating activities:              
    Depreciation and amortization     5,159     3,449  
  Changes in operating assets and liabilities, net of effects of acquisitions              
    Increase in inventory     (137,228 )   (53,629 )
    Increase (decrease) in trade accounts payable     12,515     (18,304 )
    Other changes     (4,881 )   13,290  
   
 
 
Net cash used by operating activities     (97,518 )   (32,173 )
   
 
 
Cash flows from investing activities:              
  Acquisitions, net of cash acquired         (91,800 )
  Capital expenditures     (3,013 )   (2,186 )
   
 
 
Net cash used by investing activities     (3,013 )   (93,986 )
   
 
 
Cash flows from financing activities:              
  Changes in revolving credit facility, net     110,000     62,000  
  Dividends and other payments to preferred stockholders         (3,449 )
  Common stock repurchases     (9,221 )    
  Debt issuance costs     (248 )    
   
 
 
Net cash provided by financing activities     100,531     58,551  
   
 
 
Increase (decrease) in cash and cash equivalents         (67,608 )
Cash and cash equivalents at beginning of period         67,608  
   
 
 
Cash and cash equivalents at end of period   $   $  
       
 
 

See Notes to Condensed Consolidated Financial Statements

5


BEAZER HOMES USA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

    The accompanying unaudited condensed consolidated financial statements of Beazer Homes USA, Inc. ("Beazer") have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Such financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included in the accompanying condensed financial statements. For further information, refer to our audited consolidated financial statements incorporated by reference in our Annual Report on Form 10-K for the year ended September 30, 1999.

(2) Inventory

    A summary of inventory is as follows (in thousands):

 
  June 30,
2000

  September 30,
1999

Homes under construction   $ 333,341   $ 253,031
Development projects in progress     289,031     235,077
Unimproved land held for future development     3,243     4,539
Model homes     44,172     39,912
   
 
    $ 669,787   $ 532,559
     
 

    Homes under construction includes homes finished and ready for delivery and homes in various stages of construction. We had 176 completed homes ($25.7 million) and 162 completed homes ($27.1 million) at June 30, 2000 and September 30, 1999, respectively, that were not subject to a sales contract, excluding model homes.

    Development projects in progress consist principally of land and land improvement costs. Certain of the fully developed lots in this category are reserved by a deposit or sales contract.

(3) Interest

    The following table sets forth certain information regarding interest:

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
  2000
  1999
  2000
  1999
During the period:                        
  Interest incurred   $ 8,316   $ 6,962   $ 22,606   $ 19,981
  Previously capitalized interest amortized to costs and
expenses
  $ 7,252   $ 6,472   $ 18,847   $ 17,769
At the end of the period:                        
  Capitalized interest in ending inventory   $ 14,247   $ 12,025   $ 14,247   $ 12,025

6


(4) Preferred Stock Transactions

    During the first nine months of fiscal 1999, we paid $1.3 million in cash to holders of 1,732,460 shares of our Series A Cumulative Convertible Exchangeable Preferred Stock (the "Preferred Stock") to induce those holders to convert their preferred shares into 2,273,564 common shares. We also called the remaining outstanding Preferred Stock for redemption, of which 265,376 shares were voluntarily converted into 348,406 common shares and the remaining 2,164 shares of Preferred Stock were redeemed for cash (including accrued and unpaid dividends) at $26.678 per preferred share. We currently have no shares of Preferred Stock outstanding.

5) Earnings Per Share

    Basic and diluted earnings per share were calculated as follows (in thousands, except per share amounts):

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
  2000
  1999
  2000
  1999
Earnings                        
  Net income   $ 10,574   $ 10,252   $ 26,917   $ 23,021
  Less: Dividends and other payments to preferred stockholders         36         3,343
   
 
 
 
Net income applicable to common stockholders   $ 10,574   $ 10,216   $ 26,917   $ 19,678
       
 
 
 
Basic:                        
Net income applicable to common stockholders   $ 10,574   $ 10,216   $ 26,917   $ 19,678
Weighted average number of common shares outstanding     8,088     8,285     8,310     6,908
   
 
 
 
Basic earnings per share   $ 1.31   $ 1.23   $ 3.24   $ 2.85
       
 
 
 
Diluted:                        
Net income applicable to common stockholders   $ 10,574   $ 10,216   $ 26,917   $ 19,678
Add back: Dividends and other payments to preferred stockholders         36         3,343
   
 
 
 
Adjusted net income applicable to common stockholders   $ 10,574   $ 10,252   $ 26,917   $ 23,021
       
 
 
 
Weighted average number of common shares outstanding     8,088     8,285     8,310     6,908
Effect of dilutive securities-                        
  Assumed conversion of Preferred Stock         274         1,647
  Restricted stock     286     273     270     268
  Options to acquire common stock     38     87     42     99
   
 
 
 
Diluted weighted common shares outstanding     8,412     8,919     8,622     8,922
   
 
 
 
Diluted earnings per share   $ 1.26   $ 1.15   $ 3.12   $ 2.58
       
 
 
 

7


(6) Revolving Credit Agreement

    We maintain a revolving line of credit with a group of banks. During December 1999, we amended the credit facility and added two banks to the group, increasing the facility from $200 million to $250 million of unsecured borrowings. Borrowings under the credit facility generally bear interest at a fluctuating rate based upon the corporate base rate of interest announced by the lead bank, the federal funds rate or LIBOR. All outstanding borrowings are due in November 2002. The credit facility contains various operating and financial covenants. Each of our significant subsidiaries is a guarantor under the credit facility.

(7) Investment in Unconsolidated Joint Venture

    We have a non-controlling 49% interest in Premier Communities, a joint venture with Corporacion GEO S.A. de C.V., a Mexican homebuilder, to build affordable housing in the United States. The joint venture has experienced losses since its inception in 1997 and is now in the process of winding down. Included in other expense for the quarter ended June 30, 2000 is a $3.3 million charge ($.24 per share after-tax) to reflect the write-off of our remaining, now impaired, investment in the joint venture and our expected obligation to fund certain of the letters of credit we have issued to guarantee our share of the outstanding indebtedness of the joint venture. In addition to the charge for the costs of winding down the joint venture, other expense includes our share of the joint venture's operating losses of $1.0 million and $2.8 million for the three and nine months ended June 30, 2000, respectively and $0.5 million and $1.1 million for the three and nine months ended June 30, 1999, respectively. We currently do not expect to record further charges relating to the winding down of the joint venture in the future.

(8) Acquisitions

    In December 1998, we acquired the assets of the homebuilding operations of Trafalgar House Property, Inc. ("THPI") for approximately $90 million in cash. We funded this acquisition with borrowings under the Credit Facility. We accounted for the acquisition as a purchase and allocated the purchase price to reflect the fair value of assets and liabilities acquired. Such allocation resulted principally in a reduction in inventory from THPI's historical carrying value and no residual goodwill.

(9) Treasury Stock Repurchase Program

    In November 1999, our Board of Directors approved a stock repurchase plan authorizing the purchase of up to 500,000 shares of our outstanding common stock. During the first two quarters of fiscal 2000, we completed the plan and repurchased 500,000 shares on the open market for an aggregate purchase price of $9.2 million.

(10) Recent Accounting Pronouncements

    In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 (as now amended) is effective for all fiscal quarters of years beginning after June 15, 2000. We do not believe this standard will have a material effect on our financial statements.

8



BEAZER HOMES USA, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW:

    Homebuilding:  We design, build and sell single family homes in the following states:

Southeast
  Southwest
  Central
  Mid-Atlantic
Florida   Arizona   Texas   Maryland
Georgia   California       New Jersey
North Carolina   Nevada       Pennsylvania
South Carolina           Virginia
Tennessee            

    We intend, subject to market conditions, to expand in our current markets and to consider entering new markets either through expansion from existing markets or through acquisitions of established regional homebuilders.

    Most of our homes are designed to appeal to entry-level and first time move-up homebuyers, and are generally offered for sale in advance of their construction. Once a sales contract has been signed, the transaction is considered a "new order." Homes covered by these sales contracts are considered "backlog." We do not recognize revenue on homes in backlog until the sales are closed and the risk of ownership has been transferred to the buyer.

    Ancillary Businesses:  We provide mortgage origination services for our homebuyers through Beazer Mortgage Corp. Beazer Mortgage originates, processes and sells mortgages to third party investors. Beazer Mortgage Corp. does not retain or service the mortgages that it originates. During fiscal 1999 we began providing title insurance services in certain markets through Homebuilders Title Services, Inc. We will continue to evaluate opportunities to provide other ancillary services to our homebuyers.

    Value Created:  We evaluate our financial performance using Value Created, a variation of economic profit or economic value added. Value Created measures the extent to which we beat our cost of capital. Most of our employees receive incentive compensation based upon a combination of Value Created and the change in Value Created. We believe that our Value Created system encourages managers to act like owners, rewards profitable growth and focuses attention on long-term loyalty and performance.

9


    The following presents certain operating and financial data for Beazer (dollars in thousands):

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
  2000

  1999
  2000

  1999
 
  Amount
  %
Change

  Amount
  Amount
  %
Change

  Amount
Number of new orders, net of cancellations: (a)                                
  Southeast region     705   (19.9) %   880     2,232   (8.3) %   2,435
  Southwest region     939   20.7     778     2,540   12.7     2,254
  Central region     241   63.9     147     529   49.0     355
  Mid-Atlantic region     305   (7.3 )   329     933   17.1     797
   
     
 
     
  Total     2,190   2.6     2,134     6,234   6.7     5,841
   
     
 
     
Number of closings:                                
  Southeast region     763   (4.1) %   796     1,978   (3.0) %   2,039
  Southwest region     752   2.5     734     2,143   4.3     2,054
  Central region     153   (6.1 )   163     404   (5.4 )   427
  Mid-Atlantic region     311   16.0     268     814   27.6     638
   
     
 
     
  Total     1,979   0.9     1,961     5,339   3.5     5,158
   
     
 
     
 
Total homebuilding revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Southeast region   $ 127,966   (3.9) % $ 133,118   $ 330,909   (2.6) % $ 339,795
  Southwest region     153,278   7.1     143,083     425,500   13.5     374,821
  Central region     26,428   (7.2 )   28,482     73,372   (3.6 )   76,130
  Mid-Atlantic region     71,952   18.3     60,798     179,039   28.1     139,775
   
     
 
     
  Total   $ 379,624   3.9   $ 365,481   $ 1,008,820   8.4   $ 930,521
   
     
 
     
 
Average sales price per home closed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Southeast region   $ 167.7   0.3 % $ 167.2   $ 167.3   0.4 % $ 166.6
  Southwest region     203.8   4.6     194.9     198.6   8.8     182.5
  Central region     172.7   (1.1 )   174.7     181.6   1.9     178.3
  Mid-Atlantic region     231.4   2.0     226.9     219.9   0.4     219.1
  Total     191.8   2.9     186.4     189.0   4.7     180.4

(a)
New orders for the nine months ended June 30, 1999 do not include 555 homes in backlog acquired in a business acquisition.

10


 
  June 30,

 
  2000

  1999
 
  Amount
  %
Change

  Amount
Backlog units at end of period:                
  Southeast region     1,253   (14.3) %   1,462
  Southwest region     1,183   25.5     943
  Central region     331   34.6     246
  Mid-Atlantic region     686   6.5     644
   
     
  Total     3,453   4.8     3,295
   
     
Aggregate sales value of homes in backlog at end of period:   $ 678,836   10.8%   $ 612,552
   
     
Number of active subdivisions at end of period:                
  Southeast region     115   2.7%     112
  Southwest region     74   8.8     68
  Central region     24   (14.3 )   28
  Mid-Atlantic region     39   (7.1 )   42
   
     
  Total     252   0.8     250
   
     

    New Orders and Backlog:  New orders increased by 3% and 7% during the three and nine month periods ended June 30, 2000, respectively, with only a 1% increase in the number of active subdivisions at June 30, 2000. The increase reflects order strength in our Central and Southwest Regions. We believe that the increase in new orders in many of our markets reflects the positive impact of population and employment growth fueled by immigration, combined with an overall strong economic environment. New orders for the three and nine months ended June 30, 2000 declined in most of our Southeast markets, where increased time to obtain building permits resulted in delays in opening new subdivisions.

    The aggregate dollar value of homes in backlog at June 30, 2000 increased 11% from June 30, 1999, reflecting a 5% increase in the number of homes in backlog and a 6% increase in the average price of homes in backlog, from $185,900 at June 30, 1999 to $196,600 at June 30, 2000. The increased average price of homes in backlog reflects our continued ability to raise prices in most of our markets, as well as increased sales of options and upgrades on homes through our design centers.

11


    The following table provides additional details of revenues and certain expenses and shows certain items expressed as a percentage of certain components of revenues (dollars in thousands):

 
  Three Months Ended
June 30,

  Nine Months Ended
June 30,

 
 
  2000
  1999
  2000
  1999
 
Details of revenues and certain expenses:                          
Revenues:                          
Home sales   $ 379,624   $ 365,481   $ 1,008,820   $ 930,521  
Land and lot sales     7,146     3,553     15,602     4,555  
Mortgage operations     4,551     3,467     11,285     9,829  
Intercompany elimination—mortgage     (1,764 )   (2,070 )   (4,444 )   (5,020 )
   
 
 
 
 
Total revenue   $ 389,557   $ 370,431   $ 1,031,263   $ 939,885  
     
 
 
 
 
Cost of home construction and land sales:                          
Home sales   $ 315,642   $ 305,521   $ 842,829   $ 780,874  
Land and lot sales     5,034     2,973     12,000     3,778  
Intercompany elimination—mortgage     (1,764 )   (2,070 )   (4,444 )   (5,020 )
   
 
 
 
 
Total cost of home construction and land sales   $ 318,912   $ 306,424   $ 850,385   $ 779,632  
     
 
 
 
 
Selling, general and administrative:                          
Homebuilding operations   $ 39,760   $ 38,437   $ 105,936   $ 98,728  
Mortgage origination operations     2,690     2,134     6,975     5,961  
   
 
 
 
 
Total selling, general and administrative   $ 42,450   $ 40,571   $ 112,911   $ 104,689  
     
 
 
 
 
Certain items as a percentage of revenues:                          
As a percentage of total revenue:                          
Costs of home construction and land sales     81.9 %   82.7 %   82.5 %   82.9 %
Amortization of previously capitalized interest     1.9 %   1.7 %   1.8 %   1.9 %
Selling, general and administrative                          
Homebuilding operations     10.2 %   10.4 %   10.3 %   10.5 %
Mortgage operations     0.7 %   0.6 %   0.7 %   0.6 %
As a percentage of home sales revenue:                          
Costs of home construction     83.1 %   83.6 %   83.5 %   83.9 %

    Revenues:  Revenues increased by 5% for the three months ended June 30, 2000 compared to the same period in the prior year, reflecting a 3% increase in the average sales price of homes closed, an increase in revenues from land sales, and a 1% increase in the number of homes closed. The 10% increase in revenues for the nine months ended June 30, 2000 reflects a 4% increase in the number of homes closed and a 5% increase in the average price.

12


    Cost of Home Construction:  The cost of home construction as a percentage of home sales decreased for the three and nine months ended June 30, 2000, compared to the same periods of the prior year, as a result of our ability to raise prices, which has more than offset cost increases. In addition the increase in our sales of options and upgrades has contributed to the improvement in gross profit margin. Such options and upgrades generally have gross margins approximately double that of our base homes.

    Selling, General and Administrative Expense:  Our selling, general and administrative ("SG&A") expense decreased as a percentage of total revenues for the three and nine months ended June 30, 2000, compared to the same periods of the prior year, as a result of higher revenues, giving us greater leverage and operating efficiency on the fixed portion of such expense, and the completion of the integration of our Mid-Atlantic division, acquired in 1999.

    Mortgage Origination Operations:  Revenues increased for Beazer Mortgage during the three and nine months ended June 30, 2000, compared to the same periods of the prior year, as a result of both the increase in homebuilding revenues and the completion of the rollout of Beazer Mortgage to all of our markets. Beazer Mortgage began closing loans in our Mid-Atlantic region during fiscal 2000, which should contribute to increased mortgage revenues in the balance of fiscal 2000. The increase in SG&A expenses for Beazer Mortgage include the costs of starting up mortgage operations in the Mid-Atlantic region.

    Investment in Unconsolidated Joint Venture:  We have a non-controlling 49% interest in Premier Communities, a joint venture with Corporacion GEO S.A. de C.V., a Mexican homebuilder, to build affordable housing in the United States. The joint venture has experienced losses since its inception in 1997 and is now in the process of winding down. Included in other expense for the quarter ended June 30, 2000 is a $3.3 million charge ($.24 per share after-tax) for the write-off of our remaining, now impaired, investment in the joint venture and our expected obligation to fund certain of the letters of credit we have issued to guarantee our share of the outstanding indebtedness of the joint venture. In addition to the charge for the costs of winding down the joint venture, other expense includes our share of the joint venture's operating losses of $1.0 million and $2.8 million for the three and nine months ended June 30, 2000, respectively and $0.5 million and $1.1 million for the three and nine months ended June 30, 1999, respectively. We currently do not expect to record further charges relating to the winding down of the joint venture in the future.

    Income Taxes:  Our effective income tax rate increased from 38.5% to 39.0% for both the three and nine month periods ended June 30, 2000 as a result of a higher overall state tax rate.

FINANCIAL CONDITION AND LIQUIDITY:

    We fulfill our short-term cash requirements with cash generated from operations and unused funds available from an unsecured revolving credit facility (the "Credit Facility") with a group of banks. In December 1999, we amended the Credit Facility, adding two banks (now eight banks) and increasing the facility from $200 million to $250 million. Available borrowings under the facility are limited to certain percentages of homes under contract, unsold homes, substantially improved lots, raw land and accounts receivable. At June 30, 2000, we had $110 million outstanding and additional available borrowings of $114 million under the Credit Facility.

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    We have $215 million of outstanding senior debt, which is comprised of $100 million of 87/8% Senior Notes due in April 2008 and $115 million of 9% Senior Notes due in March 2004 (collectively, the "Senior Notes"). All of our significant subsidiaries are guarantors of the Senior Notes and are jointly and severally liable for obligations under the Senior Notes. Separate financial statements and other disclosures concerning each of the significant subsidiaries are not included, as the aggregate assets, liabilities, earnings and equity of the subsidiaries equal such consolidated amounts and separate subsidiary financial statements are not considered material to investors. The total assets, revenues and operating profit of the non-guarantor subsidiaries are in the aggregate immaterial on a consolidated basis. Neither the Credit Facility nor the Senior Notes restrict distributions to Beazer Homes USA, Inc. by its subsidiaries.

    We have utilized, and will continue to utilize, land options as a method of controlling and subsequently acquiring land. At June 30, 2000, we had 15,189 lots under option. At June 30, 2000, we had commitments with respect to option contracts with specific performance obligations of approximately $34.7 million. We expect to exercise all of our option contracts with specific performance obligations and, subject to market conditions, substantially all of our options contracts without specific performance obligations.

    During the first nine months of fiscal 1999, we paid $1.3 million in cash to holders of 1,732,460 shares of our Series A Cumulative Convertible Exchangeable Preferred Stock (the "Preferred Stock") to induce those holders to convert their preferred shares into 2,273,564 common shares. We also called the remaining outstanding Preferred Stock for redemption, of which 265,376 shares were voluntarily converted into 348,406 common shares and the remaining 2,164 shares of Preferred Stock were redeemed for cash (including accrued and unpaid dividends) of $26.678 per preferred share. We currently have no shares of Preferred Stock outstanding.

    In November 1999, our Board of Directors approved a stock repurchase plan authorizing the purchase of up to 500,000 shares of our outstanding common stock. During the first two quarters of fiscal 2000, we completed the plan and repurchased 500,000 shares on the open market for an aggregate purchase price of $9.2 million.

    In January 2000, we filed a $300 million universal shelf registration statement on Form S-3 with the Securities and Exchange Commission. Pursuant to the filing, the Company may, from time to time over an extended period, offer new debt and/or equity securities. This shelf registration will allow the Company to expediently access capital markets periodically in the future. The timing and amount of offerings, if any, will depend on market and general business conditions.

    We believe that our current borrowing capacity, together with anticipated cash flows from operations, is sufficient to meet liquidity needs for the foreseeable future. There can be no assurance, however, that amounts available in the future from our sources of liquidity will be sufficient to meet future capital needs. The amount and types of indebtedness that we may incur may be limited by the terms of the Indenture governing our Senior Notes and our Credit Agreement. We continually evaluate expansion opportunities through acquisition of established regional homebuilders and such opportunities may require us to seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financing and/or securities offerings.

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OUTLOOK:

    Our increased earnings for the nine months ended June 30, 2000 and our current higher level of backlog make us optimistic about the prospect for increased earnings in fiscal 2000 compared to fiscal 1999. In addition, as a result of projected future increases in households and employment, we are optimistic about the long-term prospects for the US housing market. Further, we believe that a number of e-business initiatives that we are currently implementing will enhance our ability to take advantage of these prospects and will ultimately improve our profitability.

    Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

    This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, among others, statements concerning the Company's outlook for future quarters including projected earnings per share for fiscal 2000, overall and market specific volume trends, pricing trends and forces in the industry, cost reduction strategies and their results, the Company's expectations as to funding its capital expenditures and operations during 2000, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The forward-looking statements in this report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. The most significant factors that could cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the following:

Item 3: Quantitative and Qualitative Disclosures About Market Risk

    There have been no changes since our Annual Report on Form 10-K for the year ended September 30, 1999.

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PART II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

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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 thereunto duly authorized.

    BEAZER HOMES USA, INC.
 
DATE:  AUGUST 11, 2000
 
 
 
By:
 
/s/ 
DAVID S. WEISS   
David S. Weiss
Executive Vice President and
Chief Financial Officer

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BEAZER HOMES USA, INC. FORM 10-Q
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BEAZER HOMES USA, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIGNATURES
  

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS SEP-30-2000 APR-01-2000 JUN-30-2000 0 0 14,688 0 669,787 0 12,595 0 725,969 0 215,000 0 0 123 253,291 725,969 389,557 389,557 318,912 368,614 3,608 0 0 17,335 6,761 10,574 0 0 0 10,574 1.31 1.26 The Company presents a Condensed Balance Sheet.