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Mail Stop 7010
March 1, 2006
Via U.S. mail and facsimile
Ian J. McCarthy
President and Chief Executive Officer
Beazer Homes USA, Inc.
1000 Abernathy Road, Suite 1200
Atlanta, GA 30328
RE: Beazer Homes USA, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2005
Forms 10-Q for the Fiscal Quarter Ended December 31, 2005
File No. 1-12822
Dear Mr. McCarthy:
We have reviewed these filings and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Fiscal Year Ended September 30, 2005
Comments applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like. These revisions should be
included in your future filings.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 20
2. Please expand your disclosure to include a discussion regarding
the business reasons which contributed to the changes from year to
year relating to selling, general, and administrative expenses,
and
income taxes. To the extent practicable, you should also quantify
the effect of each of these reasons. If material, please
similarly
disclose this information for equity in earnings of unconsolidated
joint ventures and other income, net.
Income Taxes, page 27
3. Your disclosure discusses your tax effective rate excluding the
non-deductible goodwill impairment charge and a favorable tax
adjustment, which is a non-GAAP financial measure. Please revise
your disclosure to include a statement which identifies this as a
non-GAAP measure and state why this is an important measure in
assessing and understanding your operating performance. In
addition,
please revise your disclosure to include a reconciliation of this
non-GAAP financial measure to the most comparable financial
measure
in accordance with US GAAP.
Notes to Financial Statements
(1) Summary of Significant Accounting Policies Presentation, page
39
4. You say, "[Your] homebuilding operations conducted across
several
geographic regions of the United States have similar
characteristics;
therefore, they have been aggregated into one reportable segment -
the homebuilding segment." Please tell us in detail how you
determined that you met each of the criteria in paragraph 17 of
SFAS
131 for aggregation.
(3) Investments in and Advances to Unconsolidated Joint Ventures,
page 43
5. You disclosed that you guarantee certain debt of your
unconsolidated joint ventures. Please revise your disclosure to
clarify whether any amounts related to these guarantees have been
recorded in your financial statements for each period presented,
including the assumptions you considered in formulating these
estimates and subsequent changes to these estimates. If you have
included these guarantees or a portion of these guarantees in your
financial statements, please include the amount and line item in
which they are recorded for each period presented. Refer to
paragraph 13 of FIN 45.
Quarterly Financial Data, page 66
6. Your disclosure presents operating income before goodwill
impairment, which is a non-GAAP financial measure. Please revise
your disclosure to include a statement which identifies this as a
non-GAAP measure and state why this is an important measure in
assessing and understanding your operating performance.
Form 10-Q for the Fiscal Quarter Ended December 31, 2005
Comments applicable to your overall filing
Please address the comments above in your interim Forms 10-Q as
well.
* * * *
Please respond to these comments within 10 business days, or
tell us when you will provide us with a response. Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information. Detailed letters greatly
facilitate our review. Please file your letter on EDGAR as a
correspondence file. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3769.
Sincerely,
Rufus Decker
Accounting Branch Chief
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Ian J. McCarthy
Beazer Homes USA, Inc.
March 1, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE