__________________________________________________________________________________________
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): July 31, 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)) |
__________________________________________________________________________________________
Item 2.02. | Results of Operations and Financial Condition |
On July 31, 2014, Beazer Homes USA, Inc. issued a press release announcing results of operations for the three and nine months ended June 30, 2014. A copy of the press release is attached hereto as exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Earnings Press Release dated July 31, 2014 |
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: July 31, 2014 | By: | /s/ Kenneth F. Khoury | ||||||
Kenneth F. Khoury Executive Vice President, Chief Administrative Officer and General Counsel | ||||||||
Exhibit 99.1
PRESS RELEASE
Beazer Homes Reports Third Quarter Fiscal 2014 Results Including $6.6 Million Income from Continuing Operations Before Loss on Debt
Extinguishment
• | 22.7% Homebuilding Gross Margins |
• | Affirms Expectation of Net Income for Fiscal 2014 |
ATLANTA, July 31, 2014 - Beazer Homes USA, Inc. (NYSE: BZH) (www.beazer.com) today announced its financial results for the quarter and nine months ended June 30, 2014.
“For the third quarter, we recorded strong gross margins, higher average sales prices and a sales absorption rate that was among the highest in our peer group,” said Allan Merrill, CEO of Beazer Homes. “This led to a substantial improvement in Adjusted EBITDA and enabled us to report income from homebuilding operations in our third quarter for the first time in nearly a decade. We believe our improved operational and financial results will allow us to report a full year of profitability for fiscal 2014 and further growth in the years ahead.”
The Company reported $6.6 million in income from continuing operations, excluding a $19.8 million loss on the extinguishment of debt related to the Company’s successful refinancing transaction in April. At that time, the Company refinanced its 9.125% Senior Notes due 2018 with 5.75% Senior Notes due 2019, thereby reducing its annual interest expense obligations by approximately $8 million. Including the debt extinguishment, the Company reported a net loss from continuing operations of $13.2 million for the third quarter.
Subsequent Events
On July 1, 2014, the Company received common stock in American Homes 4 Rent (AMH), a publicly traded real estate investment trust in exchange for its investment in Beazer Pre-Owned Rental Homes, LLC. The Company expects to record a gain on the transaction of approximately $6 million during our fourth quarter of fiscal 2014.
In July 2014, we settled an appeal with the Internal Revenue Service related to prior year tax returns. As a result, the Company expects to receive approximately $26 million in cash during the quarter ended September 30, 2014. This will be recorded as a tax benefit during the Company’s fiscal fourth quarter.
Summary results for the quarter and nine months ended June 30, 2014 are as follows:
Q3 Results from Continuing Operations (unless otherwise specified)
Quarter Ended June 30, | ||||||||||||
2014 | 2013 | Change | ||||||||||
New Home Orders | 1,290 | 1,381 | (6.6 | )% | ||||||||
Orders per month per community | 3.1 | 3.2 | (3.1 | )% | ||||||||
Actual community count at month-end | 142 | 144 | (1.4 | )% | ||||||||
Average active community count | 140 | 144 | (2.8 | )% | ||||||||
Cancellation rates | 21.0 | % | 20.0 | % | 100 bps | |||||||
Total Home Closings | 1,241 | 1,234 | 0.6 | % | ||||||||
Average sales price from closings (in thousands) | $ | 284.6 | $ | 253.8 | 12.1 | % | ||||||
Homebuilding revenue (in millions) | $ | 353.2 | $ | 313.1 | 12.8 | % | ||||||
Homebuilding gross profit margin, excluding impairments and abandonments (I&A) | 20.0 | % | 17.1 | % | 290 bps | |||||||
Homebuilding gross profit margin, excluding I&A and interest amortized to cost of sales | 22.7 | % | 20.3 | % | 240 bps | |||||||
Income (loss) from continuing operations before loss on debt extinguishment (in millions) | $ | 6.6 | $ | (5.4 | ) | $ | 12.0 | |||||
Loss on debt extinguishment (in millions) | $ | (19.8 | ) | $ | — | $ | (19.8 | ) | ||||
Loss from continuing operations (in millions) | $ | (13.2 | ) | $ | (5.4 | ) | $ | (7.8 | ) | |||
Basic Loss Per Share | $ | (0.50 | ) | $ | (0.22 | ) | $ | (0.28 | ) | |||
Land and land development spending (in millions) | $ | 129.1 | $ | 161.8 | $ | (32.7 | ) | |||||
Total Company Adjusted EBITDA (in millions) | $ | 31.6 | $ | 21.8 | $ | 9.8 | ||||||
Nine Months Ended June 30, | ||||||||||||
2014 | 2013 | Change | ||||||||||
New Home Orders | 3,575 | 3,834 | (6.8 | )% | ||||||||
LTM orders per month per community | 2.9 | 2.7 | 7.4 | % | ||||||||
Cancellation rates | 20.6 | % | 21.1 | % | -50 bps | |||||||
Total Home Closings | 3,256 | 3,399 | (4.2 | )% | ||||||||
Average sales price from closings (in thousands) | $ | 279.3 | $ | 248.0 | 12.6 | % | ||||||
Homebuilding revenue (in millions) | $ | 909.2 | $ | 843.0 | 7.9 | % | ||||||
Homebuilding gross profit margin, excluding impairments and abandonments (I&A) | 19.5 | % | 16.0 | % | 350 bps | |||||||
Homebuilding gross profit margin, excluding I&A and interest amortized to cost of sales | 22.2 | % | 19.3 | % | 290 bps | |||||||
Loss from continuing operations before loss on debt extinguishment (in millions) | $ | (5.5 | ) | $ | (39.9 | ) | $ | 34.4 | ||||
Loss on debt extinguishment (in millions) | $ | (19.9 | ) | $ | (3.6 | ) | $ | (16.3 | ) | |||
Net loss from continuing operations (in millions) | $ | (25.4 | ) | $ | (43.5 | ) | $ | 18.1 | ||||
Basic Loss Per Share | $ | (0.99 | ) | $ | (1.77 | ) | $ | 0.78 | ||||
Land and land development spending (in millions) | $ | 381.5 | $ | 314.4 | $ | 67.1 | ||||||
Total Company Adjusted EBITDA (in millions) | $ | 71.8 | $ | 44.7 | $ | 27.1 | ||||||
As of June 30, 2014
• | Total cash and cash equivalents: $264.4 million, including unrestricted cash of approximately $206.5 million |
• | Stockholders' equity: $219.0 million |
• | Total backlog from continuing operations: 2,212 homes with a sales value of $663.2 million, compared to 2,358 homes with a sales value of $646.1 million as of June 30, 2013 |
• | Land and lots controlled: 29,783 lots (79.4% owned), an increase of 10.4% from June 30, 2013 |
Conference Call
The Company will hold a conference call on July 31, 2014 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 800-619-8639 (for international callers, dial 312-470-7002). 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 888-296-6948 or 203-369-3028 and enter the passcode “3740” (available until 10:59 pm ET on August 7, 2014), or visit www.beazer.com. A replay of the webcast will be available at www.beazer.com for at least 30 days.
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 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.
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 availability and cost of land and the risks associated with the future value of our inventory such as additional asset impairment charges or writedowns; (ii) economic changes nationally or in local markets, including changes in consumer confidence, declines in employment levels, inflation and increases in the quantity and decreases in the price of new homes and resale homes in the market; (iii) the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions; (iv) 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; (v) shortages of or increased prices for labor, land or raw materials used in housing production; (vi) our cost of and ability to access capital and otherwise meet our ongoing liquidity needs including the impact of any downgrades of our credit ratings or reductions in our tangible net worth or liquidity levels; (vii) our ability to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing; (viii) a substantial increase in mortgage interest rates, increased disruption in the availability of mortgage financing, a change in tax laws regarding the deductibility of mortgage interest, or an increased number of foreclosures; (ix) increased competition or delays in reacting to changing consumer preference in home design; (x) factors affecting margins such as decreased land values underlying land option agreements, increased land development costs on communities under development or delays or difficulties in implementing initiatives to reduce production and overhead cost structure; (xi) estimates related to the potential recoverability of our deferred tax assets; (xii) 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; (xiii) the results of litigation or government proceedings and fulfillment of the obligations in the Deferred Prosecution Agreement and consent orders with governmental authorities and other settlement agreements; (xiv) the
impact of construction defect and home warranty claims; (xv) the cost and availability of insurance and surety bonds; (xvi) the performance of our unconsolidated entities and our unconsolidated entity partners; (xvii) delays in land development or home construction resulting from adverse weather conditions; (xviii) the impact of information technology failures or data security breaches; (xix) effects of changes in accounting policies, standards, guidelines or principles; or (xx) 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.
Carey Phelps
Director, Investor Relations & Corporate Communications
770-829-3700
investor.relations@beazer.com
-Tables Follow-
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share data)
Three Months Ended | Nine Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Total revenue | $ | 354,671 | $ | 314,439 | $ | 917,862 | $ | 849,243 | |||||||
Home construction and land sales expenses | 283,857 | 260,324 | 739,295 | 712,930 | |||||||||||
Inventory impairments and option contract abandonments | 2,010 | — | 2,921 | 2,229 | |||||||||||
Gross profit | 68,804 | 54,115 | 175,646 | 134,084 | |||||||||||
Commissions | 14,322 | 13,078 | 37,239 | 35,406 | |||||||||||
General and administrative expenses | 35,994 | 29,612 | 97,032 | 84,735 | |||||||||||
Depreciation and amortization | 3,400 | 2,953 | 9,138 | 8,761 | |||||||||||
Operating income | 15,088 | 8,472 | 32,237 | 5,182 | |||||||||||
Equity in (loss) income of unconsolidated entities | (81 | ) | (310 | ) | 221 | (206 | ) | ||||||||
Loss on extinguishment of debt | (19,764 | ) | — | (19,917 | ) | (3,638 | ) | ||||||||
Other expense, net | (10,205 | ) | (14,036 | ) | (39,689 | ) | (45,858 | ) | |||||||
Loss from continuing operations before income taxes | (14,962 | ) | (5,874 | ) | (27,148 | ) | (44,520 | ) | |||||||
Benefit from income taxes | (1,769 | ) | (432 | ) | (1,783 | ) | (1,028 | ) | |||||||
Loss from continuing operations | (13,193 | ) | (5,442 | ) | (25,365 | ) | (43,492 | ) | |||||||
Income (loss) from discontinued operations, net of tax | 838 | (346 | ) | (99 | ) | (2,324 | ) | ||||||||
Net loss | $ | (12,355 | ) | $ | (5,788 | ) | $ | (25,464 | ) | $ | (45,816 | ) | |||
Weighted average number of shares: | |||||||||||||||
Basic and Diluted | 26,421 | 24,770 | 25,582 | 24,571 | |||||||||||
Basic and Diluted (loss) income per share: | |||||||||||||||
Continuing Operations | $ | (0.50 | ) | $ | (0.22 | ) | $ | (0.99 | ) | $ | (1.77 | ) | |||
Discontinued Operations | $ | 0.03 | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.09 | ) | ||||
Total | $ | (0.47 | ) | $ | (0.23 | ) | $ | (1.00 | ) | $ | (1.86 | ) | |||
Three Months Ended | Nine Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Capitalized interest in inventory, beginning of period | $ | 72,256 | $ | 45,501 | $ | 52,562 | $ | 38,190 | |||||||
Interest incurred | 31,678 | 28,766 | 96,577 | 86,361 | |||||||||||
Interest expense not qualified for capitalization and included as other expense | (10,421 | ) | (14,252 | ) | (41,112 | ) | (46,709 | ) | |||||||
Capitalized interest amortized to house construction and land sales expenses | (9,430 | ) | (9,996 | ) | (23,944 | ) | (27,823 | ) | |||||||
Capitalized interest in inventory, end of period | $ | 84,083 | $ | 50,019 | $ | 84,083 | $ | 50,019 | |||||||
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands, except share and per share data)
June 30, 2014 | September 30, 2013 | |||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 206,482 | $ | 504,459 | ||||
Restricted cash | 57,963 | 48,978 | ||||||
Accounts receivable (net of allowance of $1,278 and $1,651, respectively) | 28,999 | 22,342 | ||||||
Income tax receivable | 4,754 | 2,813 | ||||||
Inventory | ||||||||
Owned inventory | 1,587,954 | 1,304,694 | ||||||
Land not owned under option agreements | 7,588 | 9,124 | ||||||
Total inventory | 1,595,542 | 1,313,818 | ||||||
Investments in unconsolidated entities | 34,224 | 44,997 | ||||||
Deferred tax assets, net | 5,480 | 5,253 | ||||||
Property, plant and equipment, net | 17,183 | 17,000 | ||||||
Other assets | 26,767 | 27,129 | ||||||
Total assets | $ | 1,977,394 | $ | 1,986,789 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Trade accounts payable | $ | 84,435 | $ | 83,800 | ||||
Other liabilities | 133,698 | 145,623 | ||||||
Obligations related to land not owned under option agreements | 3,016 | 4,633 | ||||||
Total debt (net of discounts of $4,590 and $5,160 respectively) | 1,537,242 | 1,512,183 | ||||||
Total liabilities | $ | 1,758,391 | $ | 1,746,239 | ||||
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, 63,000,000 shares authorized, 26,768,714 and 25,245,945 issued and outstanding, respectively) | 27 | 25 | ||||||
Paid-in capital | 850,080 | 846,165 | ||||||
Accumulated deficit | (631,104 | ) | (605,640 | ) | ||||
Total stockholders’ equity | 219,003 | 240,550 | ||||||
Total liabilities and stockholders’ equity | $ | 1,977,394 | $ | 1,986,789 | ||||
Inventory Breakdown | ||||||||
Homes under construction | $ | 384,795 | $ | 262,476 | ||||
Development projects in progress | 690,557 | 578,453 | ||||||
Land held for future development | 309,516 | 341,986 | ||||||
Land held for sale | 74,365 | 31,331 | ||||||
Capitalized interest | 84,083 | 52,562 | ||||||
Model homes | 44,638 | 37,886 | ||||||
Land not owned under option agreements | 7,588 | 9,124 | ||||||
Total inventory | $ | 1,595,542 | $ | 1,313,818 | ||||
BEAZER HOMES USA, INC.
CONSOLIDATED OPERATING AND FINANCIAL DATA – CONTINUING OPERATIONS
($ in thousands, except otherwise noted)
Quarter Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
SELECTED OPERATING DATA | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Closings: | ||||||||||||||||
West region | 514 | 550 | 1,402 | 1,553 | ||||||||||||
East region | 383 | 370 | 978 | 1,106 | ||||||||||||
Southeast region | 344 | 314 | 876 | 740 | ||||||||||||
Total closings | 1,241 | 1,234 | 3,256 | 3,399 | ||||||||||||
New orders, net of cancellations: | ||||||||||||||||
West region | 486 | 614 | 1,387 | 1,696 | ||||||||||||
East region | 418 | 389 | 1,150 | 1,140 | ||||||||||||
Southeast region | 386 | 378 | 1,038 | 998 | ||||||||||||
Total new orders | 1,290 | 1,381 | 3,575 | 3,834 | ||||||||||||
Backlog units at end of period: | ||||||||||||||||
West region | 723 | 982 | 723 | 982 | ||||||||||||
East region | 833 | 781 | 833 | 781 | ||||||||||||
Southeast region | 656 | 595 | 656 | 595 | ||||||||||||
Total backlog units | 2,212 | 2,358 | 2,212 | 2,358 | ||||||||||||
Dollar value of backlog at end of period (in millions) | $ | 663.2 | $ | 646.1 | $ | 663.2 | $ | 646.1 | ||||||||
Homebuilding Revenue: | ||||||||||||||||
West region | $ | 136,775 | $ | 132,803 | $ | 376,031 | $ | 360,052 | ||||||||
East region | 127,147 | 111,333 | 316,392 | 324,334 | ||||||||||||
Southeast region | 89,243 | 68,993 | 216,825 | 158,639 | ||||||||||||
Total homebuilding revenue | $ | 353,165 | $ | 313,129 | $ | 909,248 | $ | 843,025 | ||||||||
Quarter Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
SUPPLEMENTAL FINANCIAL DATA | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Revenues: | ||||||||||||||||
Homebuilding | $ | 353,165 | $ | 313,129 | $ | 909,248 | $ | 843,025 | ||||||||
Land sales and other | 1,506 | 1,310 | 8,614 | 6,218 | ||||||||||||
Total | $ | 354,671 | $ | 314,439 | $ | 917,862 | $ | 849,243 | ||||||||
Gross profit: | ||||||||||||||||
Homebuilding | $ | 68,672 | $ | 53,588 | $ | 174,777 | $ | 132,471 | ||||||||
Land sales and other | 132 | 527 | 869 | 1,613 | ||||||||||||
Total | $ | 68,804 | $ | 54,115 | $ | 175,646 | $ | 134,084 | ||||||||
Reconciliation of homebuilding gross profit before impairments and abandonments and interest amortized to cost of sales and the related gross margins to homebuilding gross profit and gross margin, the most directly comparable GAAP measure, is provided for each period discussed below. Management believes that this information assists investors in comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies' respective level of impairments and level of debt.
Quarter Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Homebuilding gross profit | $ | 68,672 | 19.4 | % | $ | 53,588 | 17.1 | % | $ | 174,777 | 19.2 | % | $ | 132,471 | 15.7 | % | |||||||
Inventory impairments and lot option abandonments (I&A) | 2,010 | — | 2,921 | 2,229 | |||||||||||||||||||
Homebuilding gross profit before I&A | 70,682 | 20.0 | % | 53,588 | 17.1 | % | 177,698 | 19.5 | % | 134,700 | 16.0 | % | |||||||||||
Interest amortized to cost of sales | 9,430 | 9,996 | 23,944 | 27,823 | |||||||||||||||||||
Homebuilding gross profit before I&A and interest amortized to cost of sales | $ | 80,112 | 22.7 | % | $ | 63,584 | 20.3 | % | $ | 201,642 | 22.2 | % | $ | 162,523 | 19.3 | % | |||||||
Reconciliation of Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, debt extinguishment, impairments and abandonments) to total company net loss (including discontinued operations), the most directly comparable GAAP measure, is provided for each period discussed below. Management believes that Adjusted EBITDA assists investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies' respective capitalization, tax position and level of impairments.
Quarter Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net loss | $ | (12,355 | ) | $ | (5,788 | ) | $ | (25,464 | ) | $ | (45,816 | ) | ||||
Benefit from income taxes | (1,661 | ) | (470 | ) | (1,665 | ) | (1,097 | ) | ||||||||
Interest amortized to home construction and land sales expenses, capitalized interest impaired, and interest expense not qualified for capitalization | 19,851 | 24,248 | 65,056 | 74,532 | ||||||||||||
Depreciation and amortization and stock compensation amortization | 4,013 | 3,590 | 11,017 | 11,036 | ||||||||||||
Inventory impairments and option contract abandonments | 2,010 | — | 2,921 | 2,246 | ||||||||||||
Loss on debt extinguishment | 19,764 | — | 19,917 | 3,638 | ||||||||||||
Joint venture impairment and abandonment charges | — | 181 | — | 181 | ||||||||||||
Adjusted EBITDA | $ | 31,622 | $ | 21,761 | $ | 71,782 | $ | 44,720 | ||||||||