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UNITED STATES
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): April 3, 2014
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-12822 | 54-2086934 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1000 Abernathy Road, Suite 260
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02. Results of Operations and Financial Condition.
On April 3, 2014, Beazer Homes USA, Inc. (the "Company") issued a press release announcing certain preliminary operational results for the three months ended March 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 8.01. Other Events.
On April 3, 2014, the Company issued a press release announcing that the Company has commenced a private offering of $300 million of senior notes. A copy of the press release announcing the offering is attached hereto as Exhibit 99.2 and incorporated by reference herein. Exhibit 99.1 is also incorporated by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release dated April 3, 2014 announcing certain preliminary operational results for the three months ended March 31, 2014. |
99.2 | Press Release dated April 3, 2014 announcing private offering of $300 million of senior notes. |
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: April 3, 2014 | By: | /s/ Kenneth F. Khoury | ||||||
Kenneth F. Khoury Executive Vice President, Chief Administrative Officer and General Counsel | ||||||||
Exhibit 99.1
Beazer Homes Provides Preliminary Second Quarter Data; Reiterates Expectation of Net Income for Fiscal 2014
ATLANTA, April 3, 2014 - Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) today provided certain preliminary operational results for its fiscal second quarter and its approximation of the unrestricted cash balance as of March 31, 2014.
Quarter Ended March 31, | |||||||||||||||||
New Orders, net | Closings | Backlog | |||||||||||||||
2014 | 2013 | Change | 2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||
West | 550 | 658 | -16% | 453 | 504 | -10% | 751 | 918 | -18% | ||||||||
East | 424 | 442 | -4% | 257 | 383 | -33% | 798 | 762 | 5% | ||||||||
Southeast | 416 | 421 | -1% | 267 | 240 | 11% | 614 | 531 | 16% | ||||||||
Total | 1,390 | 1,521 | -9% | 977 | 1,127 | -13% | 2,163 | 2,211 | -2% | ||||||||
As expected, new orders and closings were impacted by an estimated 6% decline in active community count, including a 21% decline in active community count in our West segment. In addition, closings, as well as some new orders, were impacted by severe weather conditions in our East Segment, which comprises approximately 40% of our active community count.
Sales per community per month for the fiscal second quarter were 3.3, compared with 2.2 in the first quarter and 3.4 in the second quarter of 2013.
The Company expects to report an unrestricted cash balance as of March 31, 2014 of between $285 million and $315 million and expects to report positive net income for fiscal 2014.
“We remain optimistic about the 2014 spring selling season,” said Allan Merrill, CEO of Beazer Homes. “The new home market continues to benefit from gradual improvements in the labor market, limited home inventories and generally favorable affordability metrics. These characteristics led to more online visits, higher traffic to our communities and stable or improving home prices in our markets.”
About Beazer Homes USA, Inc.
Headquartered in Atlanta, Beazer Homes is one of the country’s 10 largest single-family homebuilders. The Company’s homes meet or exceed the benchmark for energy-efficient home construction as established by ENERGY STAR® and are designed with Choice Plans, which provide flexible floorplan options to meet the personal preferences and lifestyles of its buyers. In addition, the Company is committed to providing a range of preferred lender choices to facilitate transparent competition between lenders and enhanced customer service. The Company offers homes in 16 states, including Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, 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.” For more info visit Beazer.com, or check out Beazer on Facebook and Twitter.
Exhibit 99.2
Beazer Homes Announces Proposed Offering of $300 Million Senior Notes
ATLANTA - April 3, 2014 - Beazer Homes USA, Inc. (NYSE: BZH) (the “Company”) announced today that it is proposing to issue $300 million aggregate principal amount of Senior Notes due 2019 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).
The Company intends to offer the Notes to qualified institutional buyers in accordance with Rule 144A or outside the United States in accordance with Regulation S under the Securities Act. The Company intends to use the net proceeds from the offering to fund or replenish cash that is expected to be used to fund the redemption of its 9.125% senior notes due 2018.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The offer and sale of the Notes will not be registered under the Securities Act or applicable state securities laws, and the Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. Unless so registered, the Notes cannot be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
About Beazer Homes USA, Inc.
Headquartered in Atlanta, Beazer Homes is one of the country’s 10 largest single-family homebuilders. The Company’s homes meet or exceed the benchmark for energy-efficient home construction as established by ENERGY STAR® and are designed with Choice Plans, which provide flexible floorplan options to meet the personal preferences and lifestyles of its buyers. In addition, the Company is committed to providing a range of preferred lender choices to facilitate transparent competition between lenders and enhanced customer service. The Company offers homes in 16 states, including Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, 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.”