Form 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: February 9, 2009
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-12822
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54-2086934 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
1000 Abernathy Road, Suite 1200
Atlanta Georgia 30328
(Address of Principal
Executive Offices)
(770) 829-3700
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 February 9, 2009, Beazer Homes USA, Inc. issued a press release announcing results of operations
for the three months ended December 31, 2008. A copy of the press release is attached hereto as
exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) |
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Exhibits |
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99.1 |
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Press Release dated February 9, 2009. |
2
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.
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BEAZER HOMES USA, INC.
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Date: February 9, 2009 |
By: |
/s/ Allan P. Merrill
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Allan P. Merrill |
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Executive Vice President and
Chief Financial Officer |
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3
EX-99.1
Exhibit 99.1
Press Release
For Immediate Release
Beazer Homes Reports First Quarter Fiscal 2009 Results
ATLANTA, February 9, 2009 Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) today announced
its financial results for the quarter ended December 31, 2008. The Company previously provided
preliminary first fiscal quarter home closings and new home orders and its cash and cash
equivalents as of December 31, 2008. Summary results of the quarter are as follows:
Quarter Ended December 31, 2008
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Reported net loss from continuing operations of $(80.1) million, or $(2.08) per share,
including non-cash pre-tax charges of $30.1 million, consisting of inventory impairments and
abandonment of land option contracts of $12.7 million, goodwill impairments of $16.1 million
and impairments in joint ventures of $1.3 million. For the first quarter of the prior fiscal
year, the Company reported a net loss from continuing operations of $(137.7) million, or
$(3.57) per share. |
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Total revenue: $232.4 million, compared to $500.7 million in the first quarter of the prior
year. |
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Home closings: 938 homes, a decrease of 53.2% from 2,006 homes in the first quarter of the
prior year. |
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New orders: 545 homes, a decrease of 56.5% from 1,252 in the first quarter of the prior
year. |
As of December 31, 2008
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Cash and cash equivalents: $436.9 million, compared to $584.3 million at September 30, 2008
and $236.5 million at December 31, 2007. |
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Backlog: 965 homes with a sales value of $227.2 million compared to 2,231 homes with a
sales value of $605.2 million as of December 31, 2007. |
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Subsequent to December 31, 2008, the Company received cash tax refunds of approximately
$168 million. |
The housing industry continues to face the most difficult business conditions in many decades,
said Ian J. McCarthy, President and Chief Executive Officer. During our first fiscal quarter,
this challenging environment was greatly exacerbated by continued significant weakening in the
overall economy, characterized by rising unemployment, low levels of consumer confidence and
ongoing disruptions in the financial and credit markets, all of which negatively impacted buyer
demand for new homes. Against this backdrop, we continue to adapt to the reality of lower home
closing volumes by further reducing our cost
structure. Combined with our disciplined focus on generating and maintaining liquidity, we believe
these actions will help us weather this unprecedented housing environment.
Quarter Ended December 31, 2008
Homebuilding revenues declined 53.1% for the quarter ended December 31, 2008, due to a 53.2%
decline in home closings. The average selling price of homes closed during the quarter was
generally flat compared to the same period of the prior year. This was due to changes in both
product and geographic mix year-over-year as housing prices fell during the past year and continued
to exhibit weakness during the quarter. Home closings declined in all segments, with the most
significant declines in the East, Southeast and Other Homebuilding segments. Net new home orders
totaled 545 for the quarter, a decrease of 56.5% from 1,252 net orders in the first quarter of the
prior fiscal year. Net orders declined 49.4% in markets where the Company maintains a presence and
93.9% in markets the Company had previously announced it was exiting. The cancellation rate for
the first quarter was 45.6%, compared to 46.6% for the same period in the prior year.
Overall, margins continued to be negatively impacted by weak market conditions. However, gross
margin for the first fiscal quarter was 5.9%, compared to a gross loss of 20.8% for the comparable
period of the prior year, as a result of lower non-cash pre-tax inventory impairments and option
contract abandonment charges of $12.7 million in the first quarter, compared to $168.5 million in
the first quarter of the prior year. In light of the significant turmoil in the general economy
and the financial markets in particular and a general hesitancy by consumers to make home purchase
decisions during the first quarter, the Company did not pursue a strategy of offering additional
sales incentives or sales price reductions in order to generate additional sales on the belief that
such a strategy would not significantly improve the level of new home orders for the first fiscal
quarter. The Company may resume offering additional sales incentives or sales price reductions in
response to various factors including competitive market conditions. It is possible that future
changes in sales prices and absorptions could lead to additional impairments and that the level of
reduced inventory impairments for the first quarter may not be indicative of future levels of
impairments.
The Company continued to reduce its overhead cost structure. As of December 31, 2008, total
headcount was reduced by 32% compared to December 31, 2007 and by over 70% compared to the peak
level in fiscal 2006. Subsequent to the end of the first quarter, headcount was further reduced by
approximately 300 employees.
The Company also incurred a pretax charge of $1.3 million to recognize impairments in joint
ventures, and recorded a pre-tax $16.1 million goodwill impairment charge related to the Companys
goodwill in its reporting units in Houston, Maryland and Nashville. As of December 31, 2008, the
Company had no remaining goodwill recorded on the balance sheet.
The Company controlled 36,642 lots at December 31, 2008 (75% owned and 25% controlled under
options), reflecting reductions of approximately 8% and 37% from levels as of September 30, 2008
and December 31, 2007, respectively. As of December 31, 2008, unsold finished homes totaled 503, a
decline of approximately 26% from the level a year ago. The Company continued to substantially
reduce its land and land development spending, which totaled $59.1 million in the first fiscal
quarter, compared to $108.4 million for the same period in the prior year. The land and land
development expenditure for the first quarter of this fiscal year included approximately $20
million related to the renegotiation of several land banking arrangements resulting in land
purchases at a discount to previously contracted prices. Together with approximately $10 million
in purchases in the fourth quarter of fiscal 2008, and $20 million of purchases to be concluded
during the second quarter of this fiscal year, the Company will have satisfied its obligations
under these arrangements.
2
With respect to the Companys cash position, at December 31, 2008, the Company had cash and cash
equivalents of $436.9 million, compared to $584.3 million at September 30, 2008 and $236.5 million
at December 31, 2007. The Company had no cash borrowings under its secured revolving credit
facility as of December 31, 2008, and has no current plans that would require cash borrowings. As
of December 31, 2008, the Company had restricted approximately $19 million in cash to sufficiently
collateralize outstanding letters of credit under the Companys secured revolving credit facility.
Subsequent to December 31, 2008, the Company received cash tax refunds of approximately $168
million.
Conference Call
The Company will hold a conference call today, February 9, 2009, at 11:00 AM ET to discuss these
results and take questions. Interested parties may listen to the conference call and view the
Companys slide presentation over the internet by going to the Investor Relations section of the
Companys 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 866-369-3622 or 203-369-0242 and enter the passcode 3740. (available
until 5:00 pm ET on February 13, 2009), 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 countrys ten largest single-family
homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia,
Indiana, Maryland, Nevada, New Jersey, New Mexico, New York, 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 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, (i) the timing and final outcome of the United States Attorney
investigation and other state and federal agency investigations, the putative class action
lawsuits, the derivative claims, multi-party suits and similar proceedings as well as the results
of any other litigation or government proceedings; (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 and inflation; (iv) continued or increased
downturn in the homebuilding industry; (v) 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, (vi) our ability to maintain the listing of our common stock on the New York Stock
Exchange, (vii) continued or increased disruption in the availability of mortgage financing; (viii)
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
or liquidity levels; (ix) potential inability to comply with covenants in our debt agreements; (x)
increased competition or delays in reacting to changing consumer preference in home design; (xi)
shortages of or increased prices for labor, land or raw materials used in housing production; (xii)
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; (xiii) the performance
of our joint ventures and our joint venture partners; (xiv) the impact of construction defect and
home warranty claims and the cost and availability of insurance, including the availability of
insurance for the presence of moisture intrusion; (xv) delays in land development or home
construction resulting from adverse weather conditions; (xvi) potential delays or increased costs
in obtaining necessary permits as a result of changes to, or complying with, laws, regulations, or
governmental policies and possible penalties for failure to comply with such 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.
3
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.
Leslie H. Kratcoski
Vice President,
Investor Relations & Corporate Communications
770-829-3700
lkratcos@beazer.com
-Tables Follow-
4
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
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Quarter Ended |
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December 31, |
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2008 |
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2007 |
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INCOME STATEMENT |
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Total revenue |
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$ |
232,364 |
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$ |
500,654 |
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Home construction and land sales expenses |
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205,846 |
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436,316 |
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Inventory impairments and option contract abandonments |
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12,709 |
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168,512 |
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Gross profit (loss) |
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13,809 |
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(104,174 |
) |
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Selling, general and administrative expenses |
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56,209 |
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88,162 |
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Depreciation & amortization |
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3,783 |
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5,978 |
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Goodwill impairment |
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16,143 |
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Operating loss |
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(62,326 |
) |
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(198,314 |
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Equity in loss of unconsolidated joint ventures |
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(1,413 |
) |
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(16,140 |
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Other expense, net |
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(18,279 |
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(2,849 |
) |
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Loss from continuing operations before income taxes |
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(82,018 |
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(217,303 |
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Benefit from income taxes |
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(1,963 |
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(79,642 |
) |
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Loss from continuing operations |
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$ |
(80,055 |
) |
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$ |
(137,661 |
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Loss from discontinued operations, net of tax |
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$ |
(220 |
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$ |
(575 |
) |
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Net loss |
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$ |
(80,275 |
) |
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$ |
(138,236 |
) |
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Loss per common share from continuing operations: |
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Basic |
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$ |
(2.08 |
) |
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$ |
(3.57 |
) |
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Diluted |
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$ |
(2.08 |
) |
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$ |
(3.57 |
) |
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Loss per common share from discontinued operations: |
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Basic |
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$ |
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$ |
(0.02 |
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Diluted |
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$ |
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$ |
(0.02 |
) |
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Loss per common share: |
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Basic |
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$ |
(2.08 |
) |
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$ |
(3.59 |
) |
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Diluted |
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$ |
(2.08 |
) |
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$ |
(3.59 |
) |
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Weighted average shares outstanding, in thousands: |
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Basic |
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38,593 |
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38,539 |
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Diluted |
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38,593 |
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38,539 |
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5
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
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CONSOLIDATED BALANCE SHEETS |
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December 31, |
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September 30, |
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2008 |
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2008 |
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Assets |
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Cash and cash equivalents |
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$ |
436,856 |
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$ |
584,335 |
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Restricted cash |
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18,987 |
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297 |
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Accounts receivable, net |
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31,545 |
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46,555 |
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Income tax receivable |
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173,152 |
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173,500 |
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Inventory |
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Owned inventory |
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1,511,139 |
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1,545,006 |
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Consolidated inventory not owned |
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75,759 |
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106,655 |
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Total inventory |
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1,586,898 |
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1,651,661 |
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Investments in unconsolidated joint ventures |
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33,340 |
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33,065 |
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Deferred tax assets, net |
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20,072 |
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20,216 |
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Property, plant and equipment, net |
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37,853 |
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39,822 |
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Goodwill |
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16,143 |
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Other assets |
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69,122 |
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76,206 |
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Total assets |
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$ |
2,407,825 |
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$ |
2,641,799 |
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Liabilities and Stockholders Equity |
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Trade accounts payable |
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$ |
54,184 |
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$ |
90,371 |
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Other liabilities |
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271,077 |
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358,592 |
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Obligations related to consolidated inventory not owned |
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48,133 |
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70,608 |
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Senior Notes (net of discounts of $2,448 and $2,565 respectively) |
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1,522,552 |
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1,522,435 |
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Junior subordinated notes |
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|
103,093 |
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103,093 |
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Other secured notes payable |
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|
51,406 |
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|
50,618 |
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Model home financing obligations |
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59,238 |
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71,231 |
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Total liabilities |
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2,109,683 |
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2,266,948 |
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Stockholders equity: |
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Preferred stock (par value $.01 per share, 5,000,000 shares
authorized, no shares issued) |
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Common stock (par value $0.001 per share, 80,000,000 shares
authorized, 42,630,541 and 42,612,801 issued and
39,280,609 and 39,270,038 outstanding, respectively) |
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43 |
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43 |
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Paid-in capital |
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560,489 |
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|
556,910 |
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Retained earnings (acccumulated deficit) |
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(78,430 |
) |
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|
1,845 |
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Treasury stock, at cost (3,349,932 and 3,342,763 shares, respectively) |
|
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(183,960 |
) |
|
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(183,947 |
) |
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Total stockholders equity |
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298,142 |
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|
374,851 |
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Total liabilities and stockholders equity |
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$ |
2,407,825 |
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$ |
2,641,799 |
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Inventory Breakdown |
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Homes under construction |
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$ |
295,909 |
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$ |
338,971 |
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Development projects in progress |
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|
622,118 |
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|
618,252 |
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Land held for future development |
|
|
418,437 |
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|
|
407,320 |
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Land held for sale |
|
|
82,966 |
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|
|
85,736 |
|
Model homes |
|
|
91,709 |
|
|
|
94,727 |
|
Consolidated inventory not owned |
|
|
75,759 |
|
|
|
106,655 |
|
|
|
|
|
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$ |
1,586,898 |
|
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$ |
1,651,661 |
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|
6
BEAZER HOMES USA, INC.
CONSOLIDATED OPERATING AND FINANCIAL DATA CONTINUING OPERATIONS
(Dollars in thousands)
OPERATING DATA
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Quarter Ended |
|
|
|
December 31, |
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SELECTED OPERATING DATA |
|
2008 |
|
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2007 |
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Closings: |
|
|
|
|
|
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West region |
|
|
439 |
|
|
|
604 |
|
East region |
|
|
271 |
|
|
|
675 |
|
Southeast region |
|
|
180 |
|
|
|
454 |
|
Other homebuilding |
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|
48 |
|
|
|
273 |
|
|
|
|
Total closings |
|
|
938 |
|
|
|
2,006 |
|
|
|
|
New orders, net of cancellations: |
|
|
|
|
|
|
|
|
West region |
|
|
253 |
|
|
|
455 |
|
East region |
|
|
201 |
|
|
|
313 |
|
Southeast region |
|
|
79 |
|
|
|
286 |
|
Other homebuilding |
|
|
12 |
|
|
|
198 |
|
|
|
|
Total new orders |
|
|
545 |
|
|
|
1,252 |
|
|
|
|
Backlog units at end of period: |
|
|
|
|
|
|
|
|
West region |
|
|
341 |
|
|
|
656 |
|
East region |
|
|
415 |
|
|
|
955 |
|
Southeast region |
|
|
205 |
|
|
|
322 |
|
Other homebuilding |
|
|
4 |
|
|
|
298 |
|
|
|
|
Total backlog units |
|
|
965 |
|
|
|
2,231 |
|
|
|
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Dollar value of backlog at end of period |
|
$ |
227,241 |
|
|
$ |
605,177 |
|
|
|
|
7
BEAZER HOMES USA, INC.
CONSOLIDATED OPERATING AND FINANCIAL DATA CONTINUING OPERATIONS
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
December 31, |
|
SUPPLEMENTAL FINANCIAL DATA - CONT OPS |
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
Homebuilding operations |
|
$ |
230,411 |
|
|
$ |
491,787 |
|
Land and lot sales |
|
|
1,465 |
|
|
|
7,565 |
|
Financial Services |
|
|
488 |
|
|
|
1,302 |
|
|
|
|
Total revenues |
|
$ |
232,364 |
|
|
$ |
500,654 |
|
|
|
|
Gross profit (loss) |
|
|
|
|
|
|
|
|
Homebuilding operations |
|
$ |
13,108 |
|
|
|
(107,755 |
) |
Land and lot sales |
|
|
213 |
|
|
|
2,279 |
|
Financial Services |
|
|
488 |
|
|
|
1,302 |
|
|
|
|
Total gross profit (loss) |
|
$ |
13,809 |
|
|
$ |
(104,174 |
) |
|
|
|
Selling, general and administrative |
|
|
|
|
|
|
|
|
Homebuilding operations |
|
|
55,717 |
|
|
$ |
87,487 |
|
Financial Services |
|
|
492 |
|
|
|
675 |
|
|
|
|
Total selling, general and administrative |
|
$ |
56,209 |
|
|
$ |
88,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED SEGMENT INFORMATION CONT OPS |
|
|
|
|
|
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
West region |
|
$ |
103,417 |
|
|
$ |
153,594 |
|
East region |
|
|
73,191 |
|
|
|
172,847 |
|
Southeast region |
|
|
41,073 |
|
|
|
107,778 |
|
Other homebuilding |
|
|
14,195 |
|
|
|
65,133 |
|
Financial services |
|
|
488 |
|
|
|
1,302 |
|
|
|
|
Total revenue |
|
$ |
232,364 |
|
|
$ |
500,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
|
|
|
|
|
|
West region |
|
$ |
(6,246 |
) |
|
$ |
(50,751 |
) |
East region |
|
|
(3,424 |
) |
|
|
(22,001 |
) |
Southeast region |
|
|
(1,945 |
) |
|
|
(27,521 |
) |
Other homebuilding |
|
|
(866 |
) |
|
|
(44,617 |
) |
Financial services |
|
|
(12 |
) |
|
|
620 |
|
|
|
|
Segment operating loss |
|
|
(12,493 |
) |
|
|
(144,270 |
) |
Corporate and unallocated |
|
|
(49,833 |
) |
|
|
(54,044 |
) |
|
|
|
Total operating loss |
|
$ |
(62,326 |
) |
|
$ |
(198,314 |
) |
|
|
|
8