SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 17, 2002
Beazer Homes USA, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-12822 | 58-2086934 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5775 Peachtree Dunwoody Road, Suite B-200, Atlanta, Georgia 30342
(Address of Principal Executive Offices)
(404) 250-3420
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits.
The consolidated financial statements for Crossmann Communities, Inc. as of December 31, 2001 and 2000 and for each of the three years ended December 31, 2001 and the report thereon of Deloitte & Touche LLP, independent auditors, are incorporated by reference from Crossmann's Annual Report on Form 10-K for the year ended December 31, 2001.
The consolidated unaudited financial statements for Crossmann Communities, Inc. as of March 31, 2002 and for the three months ended March 31, 2002 and 2001 are attached as Exhibit 99.2.
In accordance with Item 7(b), attached as Exhibit 99.1 are the Beazer Homes USA, Inc. unaudited pro forma condensed combined balance sheet as of March 31, 2002, the unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2002, and the unaudited pro forma condensed combined statement of operations for the year ended September 30, 2001.
Exhibit Number |
|
|
---|---|---|
99.1 | Beazer Homes USA, Inc. unaudited pro forma condensed combined balance sheet as of March 31, 2002, the unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2002, and the unaudited pro forma condensed combined statement of operations for the year ended September 30, 2001. | |
99.2 |
Consolidated unaudited financial statements of Crossmann Communities, Inc. as of March 31, 2002 and for the three months ended March 31, 2002 and 2001. |
|
99.3 |
Consent of Deloitte & Touche LLP |
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. | ||||
July 1, 2002 Date |
By: |
/s/ DAVID S. WEISS David S. Weiss, Executive Vice President and Chief Financial Officer |
The following unaudited pro forma condensed combined statements of operations for the year ended September 30, 2001 and the six months ended March 31, 2002, and the unaudited condensed combined balance sheet as of March 31, 2002 have been prepared to reflect our purchase of the common stock of Crossmann Communities, Inc. ("Crossmann"). On April 17, 2002, Crossmann merged into a wholly owned subsidiary, Beazer Homes Investment Corp. The total purchase price for Crossmann's common stock was $511.4 million, which includes the value of the cash and equity consideration and estimated merger costs. The aggregate consideration paid in the merger consists of approximately $191.3 million in cash and approximately 3.85 million shares of our common stock (valued at $308.1 million). The purchase price includes $17.60 in cash per Crossmann share outstanding as of March 31, 2002, and 0.3544 of a share of Beazer common stock for each share of Crossmann common stock outstanding as of March 31, 2002. This calculation, which was made in accordance with the provisions of the merger agreement, is based upon the final exchange ratio of 0.3544, which was determined by using the average closing price of Beazer's common stock, as reported on the New York Stock Exchange, for the 15 consecutive trading days ending on, and including, the third trading day prior to the Crossmann shareholder meeting. The Beazer common stock has been valued for accounting purposes at $80 per share, the average market price of Beazer's common stock a few days before and after the date of finalization of the exchange ratio. The unaudited pro forma condensed combined balance sheet reflects the combined financial position of Beazer and Crossmann as of March 31, 2002, assuming that the acquisition of Crossmann by Beazer had taken place on March 31, 2002. The unaudited pro forma condensed combined statements of operations reflect the combined results of operations of Beazer and Crossmann assuming that the merger had taken place on October 1, 2000.
On March 18, 2002, Crossmann notified the holders of its outstanding 75/8% Senior Notes due 2004 and 73/4% Senior Notes due 2008 that it would exercise its option to prepay all of such outstanding notes, for a price equal to the outstanding principal amount and accrued but unpaid interest thereon, plus a make-whole amount. The notes were prepaid on April 17, 2002. The make-whole amount was approximately $0.5 million with respect to the 75/8% Senior Notes due 2004 and $4.8 million with respect to the 73/4% Senior Notes due 2008. The Crossmann Credit facility was also paid off and cancelled on April 17, 2002.
The acquisition of Crossmann was financed with our offering of unsecured senior notes having an aggregate principal amount of $350 million, on which we pay interest semi-annually at a rate of 83/8% and which mature in April 2012.
Under accounting principles generally accepted in the United States of America, the merger of Crossmann into our subsidiary will be accounted for under the purchase method. The valuations and other studies required to determine the fair value of the Crossmann assets acquired and liabilities assumed are currently being performed. As a result, the excess purchase price has tentatively been allocated to goodwill and the purchase price will be allocated to the Crossmann tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the excess to be allocated to goodwill. Accordingly, the related adjustments reflected in the unaudited pro forma condensed combined financial statements are preliminary and subject to adjustments, which could be material, as further fair value information is obtained.
On August 1, 2001, we acquired the residential homebuilding operations of Sanford Homes of Colorado LLLP and April Corporation, collectively referred to herein as Sanford. The assets, liabilities and operating results of Sanford have been included in our historical financial statements since the acquisition date. However, the accompanying pro forma condensed combined statement of operations for the year ended September 30, 2001 also assumes that the acquisition of Sanford had been completed on October 1, 2000.
Pro forma adjustments have been made in the accompanying statements to reflect the impact of purchase accounting for and financing of the Crossmann and Sanford acquisitions under Statement of Financial Accounting Standards No. 141 "Business Combinations". Goodwill arising from the Sanford
acquisition is not, and goodwill arising from the Crossmann acquisition will not be, amortized in our historical financial statements and accordingly is not amortized in the accompanying pro forma statements of operations. This goodwill will be subject to impairment tests in the future.
The unaudited pro forma condensed combined financial information is provided for comparative purposes only and does not purport to be indicative of the results that would actually have been obtained had the acquisition been effected on October 1, 2000 nor of the results which may be obtained in the future. The unaudited pro forma condensed combined financial information should be read in conjunction with our historical financial statements and notes thereto from our Annual Report on Form 10-K for the year ended September 30, 2001, our historical financial statements and notes thereto from our quarterly reports on Form 10-Q for the quarters ended December 31, 2001 and March 31, 2002, the historical financial statements and notes thereto of Crossmann from Crossmann's Annual Report on Form 10-K for the year ended December 31, 2001, the unaudited consolidated financial statements and notes of Crossmann as of March 31, 2002 included herein, and the historical combined financial statements and notes of Sanford from our Current Report on Form 8-K/A dated October 15, 2001.
BEAZER HOMES USA, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
March 31, 2002
($ in thousands)
|
Beazer Historical(1) |
Crossmann Historical(1) |
Pro Forma Adjustments |
Beazer Pro Forma Combined |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS | |||||||||||||
Cash and cash equivalents | $ | | $ | 7,948 | $ | (191,295 | )(3) | $ | 23,420 | ||||
206,767 | (4) | ||||||||||||
Inventory | 923,831 | 330,889 | | 1,254,720 | |||||||||
Property, plant and equipment, net | 12,781 | 10,185 | | 22,966 | |||||||||
Goodwill, net | 14,094 | 20,606 | 242,718 | (3) | 277,418 | ||||||||
Other assets | 67,750 | 53,773 | 1,000 | (4) | 122,523 | ||||||||
Total assets | $ | 1,018,456 | $ | 423,401 | $ | 259,190 | $ | 1,701,047 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||||||||||||
Trade accounts payable | $ | 69,630 | $ | 14,180 | $ | | $ | 83,810 | |||||
Other payables and accrued liabilities | 152,539 | 17,275 | | 169,814 | |||||||||
Revolving credit facility | | 59,600 | (59,600 | )(4) | 0 | ||||||||
Senior notes | 395,522 | 58,333 | (2) | (58,333 | )(4) | 738,522 | |||||||
343,000 | (4) | ||||||||||||
Total liabilities | 617,691 | 149,388 | 225,067 | 992,146 | |||||||||
Stockholders' equity |
400,765 |
274,013 |
308,136 |
(3) |
708,901 |
||||||||
(274,013 | )(5) | ||||||||||||
Total liabilities and stockholders' equity | $ | 1,018,456 | $ | 423,401 | $ | 259,190 | $ | 1,701,047 | |||||
Pro forma adjustments to unaudited condensed combined balance sheet as of March 31, 2002:
outstanding notes on April 17, 2002, for a price equal to the outstanding principal amount and accrued but unpaid interest thereon, plus a make-whole amount. The make-whole amount was approximately $0.5 million with respect to the 75/8% Senior Note due 2004 and $4.8 million with respect to the 73/4% Senior Notes due 2008. Such make-whole premium is added to goodwill in accounting for the acquisition (see note 3).
Purchase price(a): | |||||
Cash ($17.60 per Crossmann share) | $ | 191,295 | |||
Beazer Common Stock ($28.35 per Crossmann share) | 308,136 | ||||
Purchase price of acquisition | 499,431 | ||||
Estimated merger expenses(b) | 12,000 | ||||
Total cost of acquisition | 511,431 | ||||
Less net book value of Crossmann | (274,013 | ) | |||
Plus make-whole premium (see note 2) | 5,300 | ||||
Excess purchase price to be assigned in acquisition, tentatively allocated to goodwill | $ | 242,718 | |||
BEAZER HOMES USA, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended September 30, 2001
(in thousands, except per share data)
|
Beazer Historical(1) |
Sanford Historical(2) |
Crossmann Historical(3) |
Pro Forma Adjustments |
Beazer Pro Forma Combined |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Total revenue | $ | 1,805,177 | $ | 105,054 | $ | 798,356 | $ | | $ | 2,708,587 | ||||||
Costs and expenses: |
||||||||||||||||
Home construction and land sales | 1,444,215 | 76,271 | 624,648 | 5,500 | (5) | 2,138,834 | ||||||||||
(11,800 | )(7) | |||||||||||||||
Selling, general and administrative | 205,498 | 11,574 | 86,312 | (5,500 | )(5) | 297,884 | ||||||||||
Interest | 33,235 | 1,170 | | 1,500 | (4) | 67,118 | ||||||||||
19,413 | (6) | |||||||||||||||
11,800 | (7) | |||||||||||||||
Operating income |
122,229 |
16,039 |
87,396 |
(20,913 |
) |
204,751 |
||||||||||
Other income (expense), net | 1,721 | 534 | 1,350 | | 3,605 | |||||||||||
Income before income taxes | 123,950 | 16,573 | 88,746 | (20,913 | ) | 208,356 | ||||||||||
Provision for income taxes | 48,341 | 1,222 | 35,063 | 5,324 | (8) | 82,301 | ||||||||||
(7,649 | )(9) | |||||||||||||||
Net income before extraordinary item(10) | $ | 75,609 | $ | 15,351 | $ | 53,683 | $ | (18,588 | ) | $ | 126,055 | |||||
Weighted average number of shares: |
||||||||||||||||
Basic | 8,145 | 3,852 | 11,997 | |||||||||||||
Diluted | 9,156 | 3,852 | 13,008 | |||||||||||||
Net income before extraordinary item per common share(10): |
||||||||||||||||
Basic | $ | 9.28 | $ | 10.51 | ||||||||||||
Diluted | $ | 8.26 | $ | 9.69 | ||||||||||||
Pro forma adjustments to unaudited condensed combined statements of operations for the year ended September 30, 2001:
BEAZER HOMES USA, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
Six Months Ended March 31, 2002
(in thousands, except per share data)
|
Beazer Historical(1) |
Crossmann Historical(1) |
Pro Forma Adjustments |
Beazer Pro Forma Combined |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Total revenue | $ | 993,029 | $ | 405,688 | $ | | $ | 1,398,717 | |||||
Costs and expenses: |
|||||||||||||
Home construction and land sales | 794,047 | 315,468 | 3,400 | (2) | 1,106,915 | ||||||||
(6,000 | )(4) | ||||||||||||
Selling, general and administrative | 107,691 | 46,034 | (3,400 | )(2) | 150,325 | ||||||||
Interest | 15,938 | | 10,397 | (3) | 32,335 | ||||||||
6,000 | (4) | ||||||||||||
Operating income |
75,353 |
44,186 |
(10,397 |
) |
109,142 |
||||||||
Other income (expense), net | 2,232 | (1,546 | ) | | 686 | ||||||||
Income before income taxes | 77,585 | 42,640 | (10,397 | ) | 109,828 | ||||||||
Provision for income taxes | 30,258 | 17,937 | (4,813 | )(5) | 43,382 | ||||||||
Net income before extraordinary item(10) | $ | 47,327 | $ | 24,703 | $ | (5,584 | ) | $ | 66,446 | ||||
Weighted average number of shares: |
|||||||||||||
Basic | 8,464 | 3,852 | 12,316 | ||||||||||
Diluted | 9,419 | 3,852 | 13,271 | ||||||||||
Net income before extraordinary item per common share(10): |
|||||||||||||
Basic | $ | 5.59 | $ | 5.40 | |||||||||
Diluted | $ | 5.02 | $ | 5.01 | |||||||||
Pro forma adjustments to unaudited condensed combined statements of operations for the six months ended March 31, 2002:
Crossmann Communities, Inc.
and Subsidiaries
Consolidated Balance Sheet
($ in thousands)
|
March 31, 2002 |
|||
---|---|---|---|---|
|
(unaudited) |
|||
Assets | ||||
Cash and cash equivalents | $ | 7,948 | ||
Retainages | 1,807 | |||
Real estate inventories | 330,889 | |||
Furniture and equipment, net | 10,185 | |||
Investments in joint ventures | 19,550 | |||
Goodwill, net | 18,814 | |||
Other assets | 34,208 | |||
Total assets | $ | 423,401 | ||
Liabilities and shareholders' equity |
||||
Accounts payable | $ | 14,180 | ||
Accrued expenses and other liabilities | 17,275 | |||
Notes payable | 117,933 | |||
Total liabilities | 149,388 | |||
Commitments and contingencies |
||||
Shareholders' equity: |
||||
Common shares | 55,770 | |||
Retained earnings | 218,243 | |||
Total shareholders' equity | 274,013 | |||
Total liabilities and shareholders' equity | $ | 423,401 | ||
See accompanying notes.
Crossmann Communities, Inc.
and Subsidiaries
Consolidated Statements of Income (unaudited)
(in thousands, except share data)
|
Three Months Ended March 31, |
|||||||
---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
||||||
Sales of residential real estate | $ | 141,556 | $ | 109,770 | ||||
Cost of residential real estate sold | 111,220 | 86,784 | ||||||
Gross profit | 30,336 | 22,986 | ||||||
Selling, general and administrative |
20,725 |
16,588 |
||||||
Income from operations | 9,611 | 6,398 | ||||||
Other income, net |
485 |
1,064 |
||||||
Interest expense | (919 | ) | (500 | ) | ||||
(434 | ) | 564 | ||||||
Income before income taxes |
9,177 |
6,962 |
||||||
Income taxes | 3,671 | 2,659 | ||||||
Net income | $ | 5,506 | $ | 4,303 | ||||
Weighted average number of common shares outstanding: |
||||||||
Basic | 10,769 | 10,463 | ||||||
Diluted | 10,830 | 10,655 | ||||||
Net income per common share: | ||||||||
Basic | $ | .51 | $ | .41 | ||||
Diluted | $ | .51 | $ | .40 | ||||
See accompanying notes.
Crossmann Communities, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
|
Three Months Ended March 31, 2002 |
Three Months Ended March 31, 2001 |
|||||||
---|---|---|---|---|---|---|---|---|---|
Operating activities: | |||||||||
Net income | $ | 5,506 | $ | 4,303 | |||||
Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||
Depreciation | 525 | 298 | |||||||
Amortization | 13 | 271 | |||||||
Cash provided (used) by changes in: | |||||||||
Retainages | (667 | ) | (987 | ) | |||||
Real estate inventories | 8,444 | (22,480 | ) | ||||||
Other assets | (3,880 | ) | 4,546 | ||||||
Accounts payable | (14,431 | ) | 1,680 | ||||||
Accrued expenses and other liabilities | (992 | ) | 337 | ||||||
Net cash used by operating activities | (5,482 | ) | (12,032 | ) | |||||
Investing activities: |
|||||||||
Purchases of furniture and equipment | (211 | ) | (268 | ) | |||||
Investments in joint ventures | (4,238 | ) | (2,858 | ) | |||||
Net cash used by investing activities | (4,449 | ) | (3,126 | ) | |||||
Financing activities: |
|||||||||
Proceeds from bank borrowings | 25,275 | 53,265 | |||||||
Principal payments on bank borrowings | (25,675 | ) | (52,135 | ) | |||||
Net proceeds from sale of common shares | 4,100 | 55 | |||||||
Net cash provided by financing activities | 3,700 | 1,185 | |||||||
Net decrease in cash and cash equivalents |
(6,231 |
) |
(13,973 |
) |
|||||
Cash and cash equivalents at beginning of period | 14,179 | 17,443 | |||||||
Cash and cash equivalents at end of period | $ | 7,948 | $ | 3,470 | |||||
See accompanying notes.
CROSSMANN COMMUNITIES, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
1) Basis of Presentation
Crossmann Communities, Inc. ("Crossmann" or the "Company") is engaged primarily in the development, construction, marketing and sale of new single-family homes for first-time and first move-up buyers. The Company also acquires and develops land for construction of such homes and originates mortgage loans for the buyers. The Company operates in Indianapolis, Ft. Wayne, Lafayette, Indiana; Cincinnati, Columbus and Dayton, Ohio; Lexington, Kentucky; Memphis, Tennessee; Charlotte and Raleigh, North Carolina; and in Myrtle Beach, South Carolina.
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Articles 3.05 and 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the consolidated financial statements have been included.
2) Notes Payable
Crossmann maintains a $135 million unsecured line of credit, with Bank One, Indiana, N.A. as agent. The line of credit bears interest at the bank's prime lending rate, but permits portions of the outstanding balance to be committed for fixed periods of time at a rate equal to LIBOR plus 1.45%. The credit facility matures April 1, 2004. At March 31, 2002, $59.6 million was outstanding on this line.
The Company also had approximately $58.3 million in senior notes outstanding as of March 31, 2002. Of this total, $8.3 million was payable through 2004 at a fixed interest rate of 7.625%, payable quarterly. Crossmann had an additional $50.0 million in notes outstanding, payable through 2008 at a fixed interest rate of 7.75%, payable quarterly.
The note agreements and the bank line of credit require compliance with certain financial and operating covenants and place certain limitations on the Company's investments in land and unconsolidated joint ventures. The agreements also restrict payments of cash dividends on the common shares by the Company.
3) Subsequent Sale of Company
On April 16, 2002, the stockholders of Crossmann approved the merger of Crossmann into a wholly-owned subsidiary of Beazer Homes USA, Inc. ("Beazer"), and the merger became effective on April 17, 2002.
The aggregate merger consideration consisted of approximately $17.60 in cash per Crossmann share outstanding and .3544 of a share of Beazer common stock for each share of Crossmann stock outstanding. The closing price of Beazer's common stock on April 17, 2002 was $81.15.
On March 18, 2002, Crossmann sent the holders of its outstanding 7.625% Senior Notes due 2004 and 7.75% Senior Notes due 2008 a notice that Crossmann had exercised its option to prepay all of such outstanding notes, for a price equal to the outstanding principal amount and accrued but unpaid interest thereon, plus a make-whole amount. The notes were prepaid on April 17, 2002. The make-whole amount was approximately $0.5 million with respect to the 7.625% Senior Notes due 2004 and $4.8 million with respect to the 7.75% Senior Notes due 2008. The Crossmann credit facility was also paid off and cancelled on April 17, 2002.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in (i) the Current Report on Form 8-K/A under the Securities Exchange Act of 1934 of Beazer Homes USA, Inc. dated April 17, 2002 and (ii) Registration Statements No. 333-24765, No. 333-69398, No. 333-86558 and No. 33-91904 on Form S-8 and No. 333-94843 on Form S-3 of our report dated January 22, 2002 and incorporated by reference in Registration Statement No. 333-83304 of Beazer Homes USA, Inc. on Form S-4 under the Securities Act of 1933 insofar as such report relates to the financial statements of Crossmann Communities, Inc. for each of the three years in the period ended December 31, 2001.
DELOITTE & TOUCHE LLP
Indianapolis,
Indiana
July 1, 2002