2024 ANNUAL REPORT
MORTGAGE
CHOICE
CHOICE
PLANS
®
SURPRISING
PERFORMANCE
ABOUT
BEAZER
HOMES
We are a geographically diversified homebuilder with
active operations in 13 states within three geographic
regions in the United States: the West, East and
Southeast. Our homes are designed to appeal to
homeowners at different price points across select
demographic segments.
Our objective is to provide our customers with homes that incorporate extraordinary
value and quality, at affordable prices, while seeking to maximize our investment returns
over the course of a housing cycle.
We have created three differentiators for home buyers — Mortgage Choice, Surprising
Performance and Choice Plans
®. Mortgage Choice makes it easy for our customers to
comparison shop among competing lenders, potentially saving them thousands of dollars
on their home loan. Surprising Performance reflects the fact that every Beazer home is
not only designed and built to ENERGY STAR
® requirements, but as of the end of 2025,
every home Beazer starts will be built to and certified under the Department of Energy’s
(DOE) Zero Energy Ready Home™ Single Family National Program standards, which
provides exceptional quality and comfort that results in a lower cost of ownership.
Choice Plans
® allow customers to personalize their floor plans in multiple primary living
areas, at no additional cost.
We also remain focused on meaningful environmental, social and governance (ESG) achievements — supporting a variety
of charitable and community-based activities, promoting safety, inclusion and diversity in our workforce and building our
homes and communities with a concern for their impact on the environment. More information on our ESG-related
activities may be found at https://ir.beazer.com.
We build our homes in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, North Carolina,
South Carolina, Tennessee, Texas and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker
symbol “BZH."
(1) Excluding impairments, abandonments and interest amortized to cost of sales, detailed in Item 7 on our Form 10-K.
(2) For a full reconciliation of our Adjusted EBITDA, see Item 7 on our Form 10-K.
(3) Quarterly diluted weighted-average shares outstanding at 9/30 used for all periods.
(Total Revenue and Adjusted EBITDA dollars in millions,
Average Selling Price dollars in thousands)
FINANCIAL
SUMMARY
FY21
12.6%
FY22
11.7%
16.3%
FY23
FY24
9.7%
FY20
10.2%
FY21
$23.48
FY22
$35.53
$30.53
FY23
FY24
$40.05
FY20
$19.77
Return on Assets
Book Value Per Share Growth
(3)
Year Ended September 30
2020
2021
2022
2023
2024
Continuing Operations Data
New Home Orders
6,293
5,564
4,061
3,866
4,221
Home Closings
5,492
5,287
4,756
4,246
4,450
Total Revenue
$ 2,127
$ 2,140
$ 2,317
$ 2,207
$ 2,330
Average Selling Price
$
385
$
402
$
484
$
518
$
515
Homebuilding Gross Margin
(1)
21.0%
23.0%
26.3%
23.1%
21.1%
Diluted Earnings Per Share
$
1.78
$
4.01
$
7.17
$
5.16
$ 4.53
Adjusted EBITDA
(2)
$
204
$
263
$
370
$
272
$ 243.4
1
BEAZER HOMES 2024 ANNUAL REPORT
Fiscal 2024 was a successful year for our
Company and our shareholders. Despite a
challenging macroeconomic environment, we
achieved success on numerous fronts, made
substantial progress toward our multi-year
goals and positioned the business to deliver
value for shareholders in 2025 and beyond.
DEAR SHAREHOLDERS,
NUMEROUS SUCCESSES IN 2024
In 2024 we were able to generate meaningful returns on
capital while simultaneously investing heavily for future
growth in our community count.
• We closed 4,450 homes, generating $2.33 billion
in revenue.
• Adjusted EBITDA of $243 million and diluted earnings
per share of $4.53 represented double-digit returns on
both capital employed and equity.
• Book value exceeded $40 per share at year end,
reflecting a compound annual growth rate of nearly
20% over the past five years.
• At the same time, we invested over $750 million in land
acquisition and development, a 35% increase from the
previous year, which allowed us to end the year with
162 active communities, up about 20% year-over-year,
and positioned us for further community count growth
in both FY25 and FY26.
We also accelerated the differentiation of our homes,
earned recognition for delivering an exceptional
customer experience, sustained our outstanding
employee culture and increased our charitable giving.
• We became the single-year and all-time leader
in delivering homes certified under the U.S.
Department of Energy Zero Energy Ready Home
™
Single Family National Program.
• According to TrustBuilder, a leading homebuilder
rating and review service built on feedback from
verified new homeowners, we became the top
ranked builder for overall customer experience.
• USA Today and Newsweek both recognized our
employee engagement and satisfaction, positioning
us as an employer of choice in the industry.
• The Beazer Charity Foundation, which is funded
by 100% of the net profits of Charity Title,
contributed $2.5 million to over 50 national
and local non-profits during the year.
2
BEAZER HOMES 2024 ANNUAL REPORT
PROGRESS TOWARD MULTI-YEAR GOALS
In 2023 we outlined three multi-year goals
related to community count growth, our balance
sheet, and our differentiated value proposition
for home buyers. We believe that each of these
goals directly contribute to generating value for
shareholders. And in each case, our progress
toward them has been significant.
• We are on track to end Fiscal 2025 with nearly
180 active communities, leaving us with a clear
path to ending Fiscal 2026 with more than
200 communities.
• We remain committed to achieving a net
debt to net capitalization ratio below 30%
by the end of Fiscal 2026. We anticipate our
cumulative profitability and cash flow over the
next two years will allow us to reach this target,
even as we increase annual land spending.
• Finally, our goal to have 100% of our homes
Zero Energy Ready by the end of calendar
2025 is within reach. In the second half of
fiscal 2024, 92% of our starts met the DOE’s
standard and we expect to be 100% Zero
Energy Ready by this time next year.
Beazer is the only public
builder to commit 100%
of starts to ZER
0
5
10
15
20
25
30
35
40
80
95
110
125
140
155
170
185
200
FYE20
145
117
123
134
162
>200 Active
Communities
~180 Active
Communities
FYE21
FYE22
FYE23
FYE24
FYE25
FYE26
18k
22k
25k
26k
29k
Active Community Count-Period-End
Total Lots Controlled (thousands)
Lots Controlled
Lots Controlled
(current year)
Active Community Count
Period-End
0%
10%
20%
30%
40%
50%
60%
57.5%
52.7%
45.0%
36.4%
Mid-to-low
30’s
40.0%
< 30%
FYE20
FYE21
FYE22
FYE23
FYE24
FYE25
FYE26
Net Debt to Net Capitalization
Net Debt to Net Capitalization
(current year)
0%
20%
3%
1st Half
FY23
2nd Half
1st Half
FY24
CYE25
2nd Half
20%
67%
92%
40%
60%
80%
100%
100% ZER
Starts by
CYE25
Community Count Growth
Balance Sheet Improvement
Zero Energy Ready Starts
3
BEAZER HOMES 2024 ANNUAL REPORT
OPTIMISM FOR 2025 AND BEYOND
While growth always presents challenges, we remain
confident in our ability to generate significant
shareholder value in 2025 and beyond. Here’s why:
• We have a rapidly growing community count which
will allow us to substantially grow revenue and better
leverage our fixed costs.
• We are leaders in energy efficient construction,
which creates an opportunity to increase gross
margins as we expand customer awareness.
• We have an increasingly efficient balance sheet,
with the majority of our lots controlled through
options, which will amplify profitability growth
and returns on capital.
• Crucially, we have a dedicated team whose
extraordinary engagement and enthusiasm for our
mission allows us to deliver a spectacular customer
experience.
• And finally, the broader environment for new home
sales remains supportive due to the structural deficit
in the nation’s housing supply and favorable demand
demographics, particularly among the customer
segments we target.
We appreciate your continued support and look forward
to delivering enduring value for our shareholders in the
years to come.
Sincerely,
Allan P. Merrill
Chairman and Chief Executive Officer
Beazer Homes
4
BEAZER HOMES 2024 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________
FORM 10-K
_____________________________________________________________
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2024
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 001-12822
_____________________________________________________________
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________
Delaware
58-2086934
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
Identification no.)
2002 Summit Blvd NE, 15th Floor,
Atlanta, Georgia
30319
(Address of principal executive offices)
(Zip Code)
(770) 829-3700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, $0.001 par value
BZH
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company,” and ""emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒Accelerated filer
☐
Non-accelerated filer
☐Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒
The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of March 31, 2024,
based on the closing sale price per share as reported by the New York Stock Exchange on such date, was $979,468,319.
Class
Outstanding at November 8, 2024
Common Stock, $0.001 par value
31,050,227
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the registrant’s 2024 Annual Meeting of Stockholders are incorporated by
reference into Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of the
registrant’s fiscal year ended September 30, 2024.
BEAZER HOMES USA, INC.
TABLE OF CONTENTS
Forward-Looking Statements
1
PART I
Item 1. Business
3
Item 1A. Risk Factors
12
Item 1B. Unresolved Staff Comments
20
Item 1C. Cybersecurity
20
Item 2. Properties
22
Item 3. Legal Proceedings
22
Item 4. Mine Safety Disclosures
22
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
23
Item 6. [Reserved]
24
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
42
Item 8. Financial Statements and Supplementary Data
43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
76
Item 9A. Controls and Procedures
76
Item 9B. Other Information
76
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
76
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
77
Item 11. Executive Compensation
77
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
77
Item 13. Certain Relationships and Related Transactions, and Director Independence
77
Item 14. Principal Accountant Fees and Services
77
PART IV
Item 15. Exhibits and Financial Statement Schedules
78
SIGNATURES
83
References to “we,” “us,” “our,” “Beazer,” “Beazer Homes” and the “Company” in this Annual Report on Form 10-K refer to
Beazer Homes USA, Inc.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (Form 10-K) contains forward-looking statements. These forward-looking statements
represent our expectations or beliefs concerning future events or results, and it is possible that such events or results described
in this Form 10-K will not occur or be achieved. These forward-looking statements can generally be identified by the use of
statements that include words such as "outlook," "may," "will," "strategy," "believe," "expect," "anticipate," "intend," "plan,"
"foresee," "likely," "goal," "target," "estimate," "project," "initial" or other similar words or phrases.
These forward-looking statements involve risks, uncertainties and other factors, many of which are outside of our control, that
could cause actual events or results to differ materially from the results discussed in the forward-looking statements, including,
among other things, the matters discussed in this Form 10-K in the section captioned “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” Additional information about factors that could lead to material changes is
contained in Part I, Item 1A – Risk Factors of this Form 10-K for the fiscal year ended September 30, 2024. These factors are
not intended to be an all-inclusive list of risks and uncertainties that may affect the operations, performance, development and
results of our business, but instead are the risks that we currently perceive as potentially being material. Such factors may
include:
•
the cyclical nature of the homebuilding industry and deterioration in homebuilding industry conditions;
•
economic changes nationally and in local markets, including increases in the number of foreclosures and wage levels,
both of which are outside our control and may impact consumer confidence and affect the affordability of, and demand
for, the homes we sell;
•
elevated mortgage interest rates for prolonged periods, as well as further increases to, and reduced availability of,
mortgage financing due to, among other factors, additional actions by the Federal Reserve to address inflation;
•
financial institution disruptions, such as the lingering effects of bank failures that spiked in 2023;
•
supply chain challenges negatively impacting our homebuilding production, including shortages of raw materials and
other critical components such as windows, doors, and appliances;
•
our ability to meet or achieve our sustainability related goals, aspirations, initiatives, and our public statements and
disclosures regarding them;
•
inaccurate estimates related to homes to be delivered in the future (backlog), as they are subject to various cancellation
risks that cannot be fully controlled;
•
factors affecting margins, such as adjustments to home pricing, increased sales incentives and mortgage rate buy down
programs in order to remain competitive;
•
decreased revenues;
•
decreased land values underlying land option agreements;
•
increased land development costs in communities under development or delays or difficulties in implementing
initiatives to reduce our cycle times and production and overhead cost structures;
•
not being able to pass on cost increases (including cost increases due to increasing the energy efficiency of our homes)
through pricing increases;
•
the availability and cost of land and the risks associated with the future value of our inventory;
•
our ability to raise debt and/or equity capital, due to factors such as limitations in the capital markets (including market
volatility), adverse credit market conditions and financial institution disruptions, and our ability to otherwise meet our
ongoing liquidity needs (which could cause us to fail to meet the terms of our covenants and other requirements under
our various debt instruments and therefore trigger an acceleration of a significant portion or all of our outstanding debt
obligations), including the impact of any downgrades of our credit ratings or reduction in our liquidity levels;
•
market perceptions regarding any capital raising initiatives we may undertake (including future issuances of equity or
debt capital);
1
•
changes in tax laws or otherwise regarding the deductibility of mortgage interest expenses and real estate taxes,
including those resulting from regulatory guidance and interpretations issued with respect thereto, such as the IRS's
guidance regarding heightened qualification requirements for federal credits for building energy-efficient homes;
•
increased competition or delays in reacting to changing consumer preferences in home design;
•
natural disasters or other related events that could result in delays in land development or home construction, increase
our costs or decrease demand in the impacted areas;
•
shortages of or increased costs for labor used in housing production, including as a result of federal or state legislation,
and the level of quality and craftsmanship provided by such labor;
•
terrorist acts, protests and civil unrest, political uncertainty (including as a result of the 2024 election cycle), acts of
war or other factors over which the Company has no control, such as the conflict between Russia and Ukraine, the
conflict in Gaza, and other conflicts in the Middle East;
•
potential negative impacts of public health emergencies and lingering impacts of past pandemics;
•
the potential recoverability of our deferred tax assets;
•
increases in corporate tax rates;
•
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 or
governmental policies, including those related to the environment;
•
the results of litigation or government proceedings and fulfillment of any related obligations;
•
the impact of construction defect and home warranty claims;
•
the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover
potential losses incurred;
•
the impact of information technology failures, cybersecurity issues or data security breaches, including cybersecurity
incidents deploying evolving artificial intelligence tools and incidents impacting third-party service providers that we
depend on to conduct our business;
•
the impact of governmental regulations on homebuilding in key markets, such as regulations limiting the availability of
water and electricity (including availability of electrical equipment such as transformers and meters); and
•
the success of our ESG initiatives, including our ability to meet our goal that by the end of 2025 every home we start
will be Zero Energy Ready, as well as the success of any other related partnerships or pilot programs we may enter
into in order to increase the energy efficiency of our homes and prepare for a Zero Energy Ready future.
Any forward-looking statement, including any statement expressing confidence regarding future outcomes, speaks only as of
the date on which such statement is made and, except as required by law, we undertake no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence
of unanticipated events. New factors emerge from time to time, and it is not possible to predict all such factors.
2
PART I
Item 1. Business
We are a geographically diversified homebuilder with active operations in 13 states within three geographic regions in the
United States: the West, East, and Southeast. Our homes are designed to appeal to homeowners at different price points across
various demographic segments and are generally offered for sale in advance of their construction. Our objective is to provide
our customers with homes that incorporate extraordinary value and quality, at affordable prices, while seeking to maximize our
investment returns over the course of a housing cycle.
Beazer Homes USA, Inc. was incorporated in Delaware in 1993. Our principal executive offices are located at 2002 Summit
Blvd NE, 15th Floor, Atlanta, GA 30319, and our main telephone number is (770) 829-3700. We also provide information
about our company, including active communities, through our Internet website located at www.beazer.com. Information on
our website is not a part of this Form 10-K and shall not be deemed incorporated by reference.
Long-Term Business Strategy
We continue to execute against our long-term balanced growth strategy, which is characterized by growing profitability,
improving balance sheet efficiency, and generating returns above our cost of capital. This strategy provides us with the
flexibility to reduce leverage through debt reduction, increase return of capital to investors through stock repurchases, or
increase investment in land and other operating assets in response to changing market conditions.
We remain committed to this balanced growth strategy, which is designed to increase shareholder value by improving our
return on assets while reducing operational risk and financial leverage. For fiscal 2025, we continue to focus on our three multi-
year strategic goals as part of our balanced growth strategy:
•
reaching more than 200 active communities by the end of fiscal 2026,
•
reducing our net debt to net capitalization ratio to below 30% by the end of fiscal 2026, and
•
fulfilling our commitment that by the end of calendar year 2025, every home we start will be Zero Energy Ready,
which is discussed further below.
Differentiating Beazer Homes
We know that our buyers have many choices when purchasing a home. Beazer Homes is a builder of choice for homebuyers
who recognize the built-in value of a new home. Through our three strategic differentiators discussed below, we deliver quality
homes with energy efficiency for real savings, improved indoor air quality for healthier living, and superior comfort that
homebuyers will appreciate long after they move in. We take pride in offering customers unmatched value throughout the entire
homebuilding experience.
Mortgage Choice – Most of our buyers need to arrange financing in order to purchase a new home. Unlike many of our major
competitors, we have no ownership or other interest in a mortgage company, which allows us to partner with our customers to
help them get the most competitive interest rates, fees and service levels available. For every Beazer community, we identify
Choice Lenders, who are selected for their ability to provide a comprehensive array of products and programs, meet our high
customer service standards, and willingness to compete to earn our customer’s business. We then provide our customers with an
industry-leading online comparison tool that helps them easily compare multiple mortgage offers from Choice Lenders and
other lenders side-by-side.
Choice Plans® – Every family lives in their home differently, which is why we created Choice Plans. Choice Plans provide our
buyers with more floor plan flexibility at no additional cost. For example, buyers of to-be-built homes can typically choose
between two different configurations in the kitchen and in the primary baths. Offering these pre-designed floor plan alternatives
allows us to offer fewer plans, which improves efficiency and reduces cost while creating living areas that match an individual
buyer's lifestyle.
Surprising Performance – We place an emphasis on building high-quality homes and delivering outstanding customer
experience. Our team is hyper-focused on including premium materials and high-caliber construction processes designed to
increase performance and efficiency. All Beazer homes are designed and built to provide Surprising Performance, which means
giving our homeowners more quality and more comfort from the moment they move in and saving them money every month.
We deliver these benefits through our people, materials, and process. Some examples of these benefits are as follows:
3
•
We remain dedicated to continually enhancing the energy efficiency of our homes in support of our industry-first
pledge that, by the end of calendar year 2025, every new home we start will be Zero Energy Ready, which means it
will meet the requirements of the U.S. Department of Energy's (DOE) Zero Energy Ready HomeTM program and have
a HERS® index score (before any benefit of renewable energy production) of 45 or less. During fiscal 2024, we
accelerated our transition to Zero Energy Ready homes with 91% of our fiscal fourth quarter new home starts being
built to Zero Energy Ready standards. Notably, Beazer Homes has now certified more Zero Energy Ready homes to
the DOE's Single Family National Program requirements than any other home builder.
•
All of our homes are also built to the latest ENERGY STAR® standards, and we provide buyers with an energy rating
(HERS® index score) for their home, completed by a qualified third-party rating company. According to the
Residential Energy Services Network (RESNET), the developer of the HERS® index, used homes typically have a
HERS® index score (on a scale in which a lower score is better) of 130 and homes built to the same standard as the
HERS® Reference Home (equivalent to the 2006 International Energy Conservation Code) have a HERS® index score
of 100. For the year ended September 30, 2024, new Beazer homes had an average HERS® index score of 42, a seven
point improvement from 49 for the year ended September 30, 2023. We also consistently report our average HERS
Index Scores as “gross” scores, setting a more rigorous standard by excluding any benefit of renewable energy
technologies.
•
We also build Indoor AirPlus qualified homes under the EPA Indoor AirPlus program, which include features to
reduce contaminants that lead to poor indoor air quality such as mold, moisture, carbon monoxide, toxic chemicals and
more.
Reportable Business Segments
Our active homebuilding operations consist of the design, sale, and construction of single-family and multi-family homes in the
following geographic regions, which represent our reportable segments:
Segment/State
Market(s)
West:
Arizona
Phoenix
California
Riverside-San Bernardino, Sacramento, San Diego
Nevada
Las Vegas
Texas
Dallas/Ft. Worth, Houston, San Antonio
East:
Indiana
Indianapolis
Maryland/Delaware
Baltimore, Salisbury, Washington D.C.
Tennessee
Nashville
Virginia
Washington D.C.
Southeast:
Florida
Orlando
Georgia
Atlanta
North Carolina
Raleigh/Durham
South Carolina
Charleston, Myrtle Beach
Markets and Product Description
We evaluate a number of factors in determining which geographic markets to enter and remain in as well as which consumer
segments to target with our homebuilding activities. We compete in the above listed geographic markets across the United
States in part to reduce our exposure to any particular regional economy. Within these markets, we build homes in a variety of
new home communities. We continually review our markets based on aggregate demographic information, land prices and
availability, competitive dynamics, and our own operating results. We use the results of these reviews to re-allocate our
investments generally to those markets where we believe we can maximize our profitability and return on capital.
4
We maintain the flexibility to alter our product mix within a given market, depending on market conditions. In determining our
product mix, we consider demographic trends, demand for a particular type of product, product affordability, consumer
preferences, land availability, margins, timing, and the economic strength of the market. Depending on the market, we attempt
to address one or more of the following categories of home buyers: entry-level, move-up, or 55+. Within these buyer groups,
we have developed detailed targeted buyer profiles based on demographic and psychographic data, including information about
marital and family status, employment, age, affluence, special interests, media consumption, and distance moved. Although we
offer a selection of amenities and home customization options, we generally do not build “custom homes.” In all of our home
offerings, we attempt to increase customer satisfaction by incorporating quality and energy-efficient materials, distinctive
design features, convenient locations, and competitive prices.
We cater to the 55+ home buyer category through our Gatherings® branded offerings by providing quality, lower-maintenance
homes for those seeking to live in an active adult community. In 2016, Gatherings® by Beazer Homes was officially introduced
across several markets within Beazer's geographic footprint through age restricted condominiums. In addition to condominiums,
the Gatherings® brand also includes villas, duets, and single-family homes.
Marketing and Sales
We make extensive use of digital and traditional marketing vehicles and other promotional activities, including our website
(www.beazer.com), real estate listing sites, digital advertising (including search engine marketing and display advertising),
social media, video, brochures, direct marketing, and out-of-home advertising (including billboards and signage) located in the
immediate areas of our developments, as well as additional activities. In connection with these marketing vehicles, we have
registered or applied for registration of trademarks and Internet domain names, including Beazer Homes®, Gatherings®, and
Choice Plans®, for use in our business.
In response to the changing needs of consumers, our sales operations continue to improve our virtual sales tools to connect with
our customers online, including a 24/7 chatbot feature, self-guided tours to allow homebuyers to tour models privately and
safely, outside of normal business hours, and self-service appointments to help customers schedule an appointment with ease
and speed.
Our practice is to build, decorate, furnish, and landscape model homes for each community we build and maintain on-site sales
offices. As of September 30, 2024, we maintained and owned 250 model homes. We believe that model homes play a
particularly important role in our selling efforts, and we are continuously innovating within our model homes to provide a
unique, memorable, and hands-on experience, including digital kiosks, interactive site maps/plans, interactive magnetic floor
plan boards, interactive cutaway homes, interactive Surprising Performance rooms, signage, and more. The selection of interior
features is also a principal component of our marketing and sales efforts.
Our homes are customarily sold through commissioned new home sales counselors (who work from sales offices located in the
model homes used in the community) as well as through independent brokers. Our new home counselors are available to assist
prospective homebuyers by providing them with floor plans, pricing information, tours of model homes, the community's
unique selling proposition, detailed explanations of our differentiators as discussed above, and associated savings opportunities.
Sales personnel are trained internally through a structured training program focused on sales techniques, product familiarity,
competitive products in the area, construction schedules, and Company policies around compliance, resulting in a sales force
with extensive knowledge of our operating policies and housing products. Sales personnel must be licensed real estate agents
where required by law.
We sometimes use various sales incentives in order to attract homebuyers. The use of incentives depends largely on local
economic and competitive market conditions.
Depending on market conditions, we also at times begin construction on a number of homes for which no signed sales contract
exists, known as “speculative” or “spec” homes. This speculative inventory satisfies demand by providing near ready or move-
in ready homes targeted at relocated personnel and others who require a completed home within a shorter timeframe.
Operational Overview
Corporate Operations
We perform the following functions at our corporate office to promote standardization and operational excellence:
•
evaluate and select geographic markets;
•
allocate capital resources for land acquisitions;
5
•
maintain and develop relationships with lenders and capital markets to create and maintain access to financial
resources;
•
maintain and develop relationships with national product vendors;
•
perform various centralized functions including accounting, finance, purchasing, legal, risk, planning/design, and
marketing activities to support our field operations;
•
operate and manage information systems and technology support operations; and
•
monitor the operations of our divisions and trade partners.
We allocate capital resources in a manner consistent with our overall business strategy. We will vary our capital allocation
based on market conditions, results of operations, and other factors. Capital commitments are determined through consultation
among executive and operational personnel who play an important role in ensuring that new investments are consistent with our
strategy. Financial controls are also maintained through the centralization and standardization of accounting and finance
activities, policies, and procedures.
Field Operations
The development and construction of each of our communities is managed by our operating divisions, each of which is led by a
regional market leader and/or an area president who reports to our Chief Executive Officer. Within our operating divisions, our
field teams are equipped with the skills needed to complete the functions of land acquisition, land entitlement, land
development, home construction, local marketing, sales, warranty service, and certain purchasing and planning/design
functions. However, the accounting and accounts payable functions of our field operations are concentrated in our national
accounting center, which we consider to be part of our corporate operations.
Land Acquisition and Development
Generally, the land we acquire is purchased only after necessary entitlements have been obtained so that we have the right to
begin development or construction as market conditions dictate. The term “entitlements” refers to subdivision approvals,
development agreements, tentative maps, or recorded plats, depending on the jurisdiction in which the land is located.
Entitlements generally give a developer the right to obtain building permits upon compliance with conditions that are usually
within the developer's control. Although entitlements are ordinarily obtained prior to the purchase of land, we are still required
to obtain a variety of other governmental approvals and permits during the development process. In limited circumstances, we
will purchase property without all necessary entitlements where we have identified an opportunity to build on such property in a
manner consistent with our strategy.
We select land for purchase based upon a variety of factors, including but not limited to:
•
internal and external demographic and marketing studies;
•
suitability for development during the time period of generally one to five years from the beginning of the
development process to the last closing;
•
financial review as to the feasibility of the proposed project, including profit margins and returns on capital employed;
•
the ability to secure governmental approvals and entitlements;
•
environmental and legal due diligence;
•
competition in the area;
•
proximity to local traffic corridors, job centers, and other amenities; and
•
management's judgment of the real estate market and economic trends and our experience in a particular market.
6
We generally purchase land or obtain an option to purchase land, which, in either case, requires certain site improvements prior
to home construction. Where required, we then undertake, or the grantor of the option then undertakes in the case of land under
option, the development activities (through contractual arrangements with local developers, general contractors, and/or
subcontractors), which include site planning and engineering as well as constructing roads, water, sewer, and utility
infrastructures, drainage and recreational facilities, and other amenities. In some transactions, land bankers take title to the land
at closing subject to agreements which obligate us to perform all development activities (which may be reimbursed by the land
bankers) with respect to the land and provide us with an option to purchase the finished lots. When available in certain markets,
we also buy finished lots that are ready for home construction. During our fiscal 2024 and 2023, we continued to pursue land
acquisition opportunities and develop our land positions, spending $507.8 million and $384.2 million, respectively, for land
acquisition and $268.7 million and $188.8 million, respectively, for land development.
Option Agreements
We acquire certain lots by means of option agreements from various sellers and developers, including land banking entities.
Option agreements generally require the payment of a cash deposit or issuance of a letter of credit or surety bond for the right to
acquire lots during a specified period of time at a specified price.
Under option agreements, purchase of the underlying properties is contingent upon satisfaction of certain requirements by us
and the sellers. Our liability under option agreements is generally limited to forfeiture of the non-refundable deposits, letters of
credit or surety bonds, and other non-refundable amounts incurred, which totaled $227.8 million as of September 30, 2024. The
total remaining purchase price, net of cash deposits, committed under all land option agreements was $1.46 billion as of
September 30, 2024.
We expect to exercise, subject to market conditions and seller satisfaction of contract terms, substantially all of our option
agreements. Various factors, some of which are beyond our control, such as market conditions, weather conditions, and the
timing of the completion of development activities, will have a significant impact on the timing of option exercises or whether
lot options will be exercised at all.
The following table summarizes land controlled by us by reportable segment as of September 30, 2024:
Lots Owned
Lots with
Homes Under
Construction (a)
Finished
Lots
Lots Under
Development
Lots Held
for Future
Development
Lots
Held for
Sale
Total Lots
Owned
Total Lots
Under
Contract
Total Lots
Controlled
West
Arizona
162
242
215
—
—
619
356
975
California
312
92
134
—
15
553
1,543
2,096
Nevada
240
252
119
66
—
677
704
1,381
Texas
961
2,180
1,604
—
310
5,055
5,960
11,015
Total West
1,675
2,766
2,072
66
325
6,904
8,563
15,467
East
Indiana
94
212
368
—
—
674
696
1,370
Maryland/Delaware
209
383
171
—
2
765
1,265
2,030
New Jersey
—
—
—
117
—
117
—
117
Tennessee
177
295
256
—
—
728
2,077
2,805
Virginia
78
59
—
—
1
138
684
822
Total East
558
949
795
117
3
2,422
4,722
7,144
Southeast
Florida
97
28
532
—
—
657
1,027
1,684
Georgia
70
139
313
—
—
522
943
1,465
North Carolina
44
74
595
21
—
734
174
908
South Carolina
121
143
808
68
34
1,174
696
1,870
Total Southeast
332
384
2,248
89
34
3,087
2,840
5,927
Total
2,565
4,099
5,115
272
362
12,413
16,125
28,538
(a) This category represents lots upon which construction of a home has commenced, including model homes.
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The following table summarizes the dollar value of our land under development, land held for future development, and land
held for sale by reportable segment as of September 30, 2024:
in thousands
Land Under
Development
Land Held for Future
Development
Land Held for Sale
West
$
531,254 $
3,483 $
17,110
East
230,756
10,888
1,300
Southeast
261,178
5,508
676
Total
$
1,023,188 $
19,879 $
19,086
Backlog
Backlog reflects the number of homes for which the Company has entered into a sales contract with a customer but has not yet
delivered the home. Ending backlog represents the number of homes in backlog from the previous period plus the number of
net new orders (new orders less cancellations) generated during the current period minus the number of homes closed during
the current period.
The following table summarizes units and dollar value in backlog by reportable segment as of September 30, 2024, 2023 and
2022. Refer to “Management's Discussion and Analysis of Results of Operations and Financial Condition” in Item 7 of this
Form 10-K for additional information.
As of September 30,
2024
2023
2022
Units in
Backlog
Dollar Value
in Backlog (in
millions)
Units in
Backlog
Dollar Value
in Backlog (in
millions)
Units in
Backlog
Dollar Value
in Backlog (in
millions)
West
965 $
513.3
1,033 $
535.3
1,257 $
711.6
East
315
184.1
323
174.7
410
223.7
Southeast
202
99.7
355
176.3
424
209.6
Total Company
1,482 $
797.2
1,711 $
886.4
2,091 $
1,144.9
Average selling price (ASP) in backlog
(in thousands)
$
537.9
$
518.0
$
547.5
Construction
We typically act as the general contractor for the construction of our new home communities. Our project development
activities are controlled by our operating divisions whose employees supervise the construction of each new home community
by coordinating the activities of independent subcontractors and suppliers, subjecting their work to quality and cost controls and
ensuring compliance with zoning and building codes. We specify that quality and durable materials be used in the construction
of our homes. Our subcontractors follow design plans prepared by architects and engineers who are retained or directly
employed by us and whose designs are geared to the local market and staying current with changing home design trends as well
as expanding our focus on engineering without sacrificing value for our customers.
Agreements with our subcontractors and materials suppliers are generally entered into after a competitive bidding process
during which we obtain information from prospective subcontractors and vendors with respect to their financial condition and
ability to perform their agreements with us in accordance with the specifications we provide. Subcontractors typically are
retained on a project-by-project basis to complete construction at a fixed price. We do not maintain significant inventories of
construction materials, except for materials being utilized for homes under construction. We have numerous suppliers of raw
materials and services used in our business. While such materials and services generally have been, and continue to be
available, from time to time, supply chain disruptions may occur due to material and labor shortages, such as the widespread
supply chain disruptions we experienced throughout fiscal 2022. In addition, material prices may fluctuate due to various
factors, including demand or supply shortages and the price of certain commodities, which may be beyond the control of us or
our vendors. When it is economically advantageous, we enter into regional and national supply contracts with certain of our
vendors. We believe that we maintain positive and productive relationships with our suppliers and subcontractors.
Warranty Program
We currently provide a limited warranty ranging from one to two years covering workmanship and materials per our defined
standards. In addition, we provide a limited warranty for up to ten years covering certain defined structural element failures.
8
Our homebuilding work is performed by subcontractors who typically must agree to indemnify us with regard to their work and
provide certificates of insurance demonstrating that they have met our insurance requirements and have named us as an
additional insured under their policies. Therefore, many claims relating to workmanship and materials that result in warranty
spending are the primary responsibility of these subcontractors.
In addition, we maintain third-party insurance, subject to applicable self-insured retentions, for most construction defects that
we encounter in the normal course of business. We believe that our warranty and litigation accruals and third-party insurance
are adequate to cover the ultimate resolution of our potential liabilities associated with known and anticipated warranty and
construction-defect related claims and litigation. However, there can be no assurance that the terms and limitations of the
limited warranty will be effective against claims made by homebuyers; that we will be able to renew our insurance coverage or
renew it at reasonable rates; that we will not be liable for damages, the cost of repairs, and/or the expense of litigation
surrounding possible construction defects, soil subsidence, or building related claims; or that claims will not arise out of events
or circumstances not covered by insurance and/or not subject to effective indemnification agreements with our subcontractors.
Please see Note 8 of the notes to the consolidated financial statements in this Form 10-K for additional information.
Customer Financing
As previously mentioned, we do not provide mortgage origination services. Unlike many of our peers, we have no ownership
interest in any lender and are able to promote competition among lenders on behalf of our customers through our Mortgage
Choice program. Approximately 85% of our fiscal 2024 customers elected to finance a portion of their home purchase.
Competition
The development and sale of residential properties is highly competitive and fragmented. We compete for residential sales on
the basis of a number of interrelated factors, including location, reputation, amenities, design, quality, and price with numerous
large and small homebuilders, including many homebuilders with nationwide operations and greater financial resources and/or
lower costs than us. We also compete for residential sales with individual resales of existing homes and available rental
housing.
We utilize our experience within our geographic markets and the breadth of our product line to vary regional product offerings
in response to changing market conditions. We strive to respond to market conditions and to capitalize on the opportunities for
advantageous land acquisitions in desirable locations. Through our three strategic differentiators discussed above, our product
offerings strive to provide extraordinary value at an affordable price with intentional focus on Millennials and Baby Boomers
because they are the two largest demographic groups of potential home buyers.
Seasonal and Quarterly Variability
Our homebuilding operating cycle historically has reflected escalating new order activity in the second and third fiscal quarters
and increased closings in the third and fourth fiscal quarters. However, these seasonal patterns may be impacted by a variety of
factors, including periods of market volatility and changes in mortgage interest rates, which may result in increased or
decreased new orders and/or revenues and closings that are outside of the normal ranges typically realized on account of
seasonality.
Government Regulation and Environmental Matters
We are subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning zoning, building,
design, constructions, the availability of water, and matters concerning the protection of health, safety and the environment.
These laws may result in delays, cause us to incur substantial compliance and other costs, and prohibit or severely restrict
development in certain environmentally sensitive regions or areas. Any delay or refusal from government agencies to grant us
necessary licenses, permits and approvals could have an adverse effect on our financial condition and results of operations.
As part of our due diligence process for land acquisitions, we often use third-party environmental consultants to investigate
potential environmental risks, and we require disclosures, representations and warranties from land sellers regarding
environmental risks. We also take steps prior to our acquisition of the land to gain reasonable assurance as to the precise scope
of any remediation work required and the costs associated with removal, site restoration and/or monitoring. To the extent
contamination or other environmental issues have occurred in the past, we will attempt to recover restoration costs from third
parties, such as the generators of hazardous waste, land sellers or others in the prior chain of title and/or their insurers.
In order to provide homes to homebuyers qualifying for Federal Housing Administration (FHA)-insured or Veterans Affairs
(VA)-guaranteed mortgages, we must construct homes in compliance with FHA and VA regulations. These laws and
regulations include provisions regarding operating procedures, investments, lending, and privacy disclosures and premiums.
9
In some states, we are required to be registered as a licensed contractor and comply with applicable rules and regulations. Also,
in various states, our new home counselors are required to be licensed real estate agents and to comply with the laws and
regulations applicable to real estate agents.
Failure to comply with any of these laws or regulations, where applicable, could result in loss of licensing and a restriction of
our business activities in the applicable jurisdiction.
Human Capital Resources
As of September 30, 2024, we employed 1,158 persons, of whom 344 were sales and marketing personnel and 254 were
construction personnel. Although none of our employees are covered by collective bargaining agreements, at times certain of
the independent subcontractors engaged by us may be represented by labor unions or may be subject to collective bargaining
arrangements.
A safe and healthy working environment for our employees at every level of our organization is our highest priority. This
begins with our health and safety audit system, which is designed to assist our employees in locating resources tailored for their
specific employment responsibilities. We also conduct various safety-related inspections and training programs, such as daily
visual inspections of our job sites, weekly written safety inspections and bi-weekly “toolbox” talks with our trade partners. We
have also increased our focus on employee wellness by expanding our program options to include a number of webinars, online
classes, and virtual support groups.
We believe that our employees are critical to our continued growth and success, and competition for qualified personnel is
intense across our footprint. To remain competitive, we continue to focus on attracting and retaining qualified employees and
providing them with comprehensive training and continuous development. In addition, we center our employee experience on
engagement and work-life balance by offering a broad range of company-paid benefits and compensation packages, such as a
12-week parental leave and an unlimited flexible time off program.
We are also deeply committed to fostering an inclusive culture where everyone feels welcome, respected, safe, and valued. As
we continue to advance in this area, we are reaching across all functional and operational areas through our bi-annual Inclusion
and Diversity Learning Program and our employee-driven storytelling platform, which empowers our teams to share and learn
from one another’s lived experiences. Our skills-first approach remains instrumental in driving stronger representation of
women, ethnic and racial minorities throughout our workforce. As of September 30, 2024, women made up approximately
43.6% of our workforce and 31.6% of our managerial employees, with ethnic and racial minorities making up approximately
28.0% of our workforce and 17.8% of our managerial employees.
Charitable Giving
Across our Company, our team members are committed to supporting causes that make a difference. From local service
activities to Company-wide initiatives, giving back is a central element of our culture, championed by passionate employees
and embraced by partners who share our commitment to have a positive impact on the communities we serve.
As part of our ongoing commitment to strengthen the communities we serve, we operate a wholly-owned title insurance agency,
Charity Title Agency, which donates 100% of its net profits to charity. During the fiscal year ended September 30, 2024,
Charity Title Agency made charitable contributions totaling $2.1 million to Beazer Charity Foundation, our Company's
philanthropic arm. Beazer Charity Foundation is a non-profit entity that provides donations to unrelated national and local non-
profits and is managed by current employees of the Company.
Available Information
Our Internet website address is www.beazer.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities
Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file with
or furnish them to the Securities and Exchange Commission (SEC), and are available in print to any stockholder who requests a
printed copy. We also use our website as a means of disclosing additional information, including for complying with our
disclosure obligations under the SEC's Regulation FD (Fair Disclosure). The SEC maintains a website that contains reports,
proxy statements, information statements and other information regarding issuers, including us, that file electronically with the
SEC at www.sec.gov.
10
In addition, many of our corporate governance documents are available on our website at www.beazer.com. Specifically, our
Audit, Finance and Development, Human Capital, and Governance Committee Charters, our Corporate Governance Guidelines
and Code of Business Conduct and Ethics are available. Each of these documents is also available in print to any stockholder
who requests it.
The content on our website is available for information purposes only and is not a part of and shall not be deemed incorporated
by reference in this Form 10-K.
11
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well
as other information in this Form 10-K, before deciding whether to invest in shares of our common stock. The occurrence of
any of the events described below could harm our business, financial condition, results of operations, and growth prospects. In
such an event, the trading price of our common stock may decline, and you may lose all or part of your investment.
Business and Market Risks
A number of conditions that affect demand for the homes we sell are outside of our control. Many of these conditions, such
as interest rates, inflation, employment levels, wage levels and governmental actions also impact consumer confidence, upon
which our business is highly dependent.
Negative changes in national and regional economic conditions, as well as local economic conditions where we conduct our
operations, may result in more caution on the part of homebuyers and, consequently, fewer home purchases. Demand during the
second half of fiscal 2023 remained relatively steady as homebuyers faced a higher rate environment and a lack of supply of
existing homes. In fiscal 2024, the new home sales environment continued to be affordability-challenged, and demand is highly
sensitive to fluctuations in mortgage rates. These economic conditions are out of our control and affect buyer sentiment and
behavior and the demand for the homes we sell. These conditions also impact consumer confidence, upon which our business is
highly dependent. Adverse changes in any of these conditions could decrease demand and pricing for our homes or result in
customer cancellations of pending contracts, which could adversely affect the number of home sales we make or reduce home
prices, either of which could result in a decrease in our revenues and earnings and adversely affect our financial condition and
results of operations.
During downturns in the homebuilding industry, housing markets across the United States may experience an oversupply of
both new and resale home inventory, an increase in foreclosures, reduced levels of consumer demand for new homes, increased
cancellation rates, aggressive price competition among homebuilders, and increased incentives for home sales. In the event of a
downturn, we would likely experience a material reduction in revenues and margins and our financial condition as well as our
results of operations could be adversely affected.
Because most of our customers require mortgage financing, elevated mortgage interest rates for prolonged periods and
further increases in interest rates would likely negatively affect the affordability of the homes we sell. In addition, reductions
in mortgage availability or increases in the effective costs of owning a home could prevent our customers from buying our
homes and adversely affect our business and financial results.
Most of the purchasers of our homes finance their acquisition with mortgage financing. In the last few years, the Federal
Reserve raised interest rates multiple times in response to concerns about inflation and economic uncertainties, and it may raise
them again. Despite the September 2024 reduction in interest rates, future increases in interest rates could directly impact
mortgage rates and increase the costs of owning a home, which could adversely affect the purchasing power of consumers.
Elevated mortgage rates for prolonged periods could lower demand for the homes we sell, resulting in a decrease in our
revenues and earnings and adversely affect our financial condition.
The availability of mortgage financing is significantly influenced by governmental entities such as the Federal Housing
Administration, Veteran’s Administration, and Government National Mortgage Association and government-sponsored
enterprises known as Fannie Mae and Freddie Mac. If these or other lenders’ borrowing standards are tightened and/or the
federal government were to reduce or eliminate these mortgage loan programs (including due to any failure of lawmakers to
agree on a budget or appropriation legislation to fund relevant programs or operations), it would likely make it more difficult
for our customers to obtain acceptable financing, which would, in turn, adversely affect our business, financial condition and
results of operations.
Mortgage interest expenses and real estate taxes represent significant costs of homeownership. Therefore, when there are
changes in federal or state income tax laws that eliminate or substantially limit the income tax deductions relating to these
expenses, the after-tax costs of owning a new home can increase significantly. For example, the Tax Cuts and Jobs Act, which
was enacted in December 2017, includes provisions that impose significant limitations with respect to these income tax
deductions. Under this legislation, through the end of 2025, the annual deduction for real estate property taxes and state and
local income or sales taxes has been limited to a combined amount of $10,000 ($5,000 in the case of a separate return filed by a
married individual). In addition, through the end of 2025, the deduction for mortgage interest will generally only be available
with respect to acquisition indebtedness that does not exceed $750,000 ($375,000 in the case of a separate return filed by a
married individual).
12
Inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
Inflation can adversely affect us by increasing costs of land, materials, and labor. In addition, inflation is often accompanied by
higher interest rates. In an inflationary environment, depending on homebuilding industry and other economic conditions, we
may be unable to raise home prices enough to keep up with the rate of inflation, which would reduce our profit margins.
If we are unsuccessful in competing against our competitors, our market share could decline or our growth could be
impeded and, as a result, our financial condition and results of operations could suffer.
Competition in the homebuilding industry is intense, and there are relatively low barriers to entry into our business. Increased
competition could hurt our business, as it could prevent us from acquiring attractive parcels of land on which to build homes or
make such acquisitions more expensive, hinder our market share expansion and lead to pricing pressures on our homes that may
adversely impact our margins and revenues. If we are unable to successfully compete, our financial results could suffer and our
ability to service our debt could be adversely affected. Our competitors may independently develop land and construct housing
units that are superior or substantially similar to our products. Furthermore, many of our competitors have substantially greater
financial resources, less leverage, and lower costs of funds and operations than we do. Many of these competitors also have
longstanding relationships with subcontractors and suppliers in the markets in which we operate. We currently build in several
of the top markets in the nation and, therefore, we expect to continue to face additional competition from new entrants into our
markets.
Operational, Legal and Regulatory Risks
An increase in cancellation rates will negatively impact our business and could lead to imprecise estimates related to homes
to be delivered in the future (backlog).
Our backlog reflects the number and value of homes for which we have entered into a sales contract with a customer but have
not yet delivered the home. Although these sales contracts typically require a cash deposit and generally do not make the sale
contingent on the sale of the customer’s existing home, in some cases a customer may cancel the contract and receive a
complete or partial refund of the deposit as a result of local laws or as a matter of our business practices. If industry or
economic conditions deteriorate or if mortgage financing becomes less accessible, more homebuyers may have an incentive to
cancel their contracts with us, even where they might be entitled to no refund or only a partial refund, rather than complete the
purchase. While cancellation rates during fiscal 2024 have remained in line with our normal historical range, significant
cancellations have had, and could again in the future have, a material adverse effect on our business as a result of lost sales
revenue and the accumulation of unsold housing inventory. It is important to note that both backlog and cancellation metrics are
operational, rather than accounting data, and should be used only as a general gauge to evaluate our performance. There is an
inherent imprecision in these metrics based on an evaluation of qualitative factors during the transaction cycle.
Our long-term success depends on our ability to acquire finished lots and undeveloped land suitable for residential
homebuilding at reasonable prices, in accordance with our land investment criteria.
The homebuilding industry is highly competitive for suitable land and the risk inherent in purchasing and developing land
increases as consumer demand for housing increases. The availability of finished and partially finished developed lots and
undeveloped land for purchase that meet our investment criteria depends on a number of factors outside our control, including
land availability in general, competition with other homebuilders and land buyers, inflation in land prices, zoning, allowable
housing density, the ability to obtain building permits, and other regulatory requirements. Should suitable lots or land become
less available, the number of homes we may be able to build and sell could be reduced, and the cost of land could increase,
perhaps substantially, which could adversely impact our financial condition and results of operations.
As competition for suitable land increases, the cost of acquiring both finished and undeveloped lots and the cost of developing
owned land could rise, and the availability of suitable land at acceptable prices may decline, which could adversely impact our
financial results. The availability of suitable land assets could also affect the success of our land acquisition strategy and
ultimately our long-term strategic goals by impacting our ability to increase the number of actively selling communities, grow
our revenues and margins and achieve or maintain profitability.
13
Reduced numbers of home sales extend the time it takes us to recover land purchase and property development costs,
negatively impacting profitability and our results of operations.
We incur many costs even before we begin to build homes in a community. Depending on the stage of development a land
parcel is in when we acquire it, these may include costs of preparing land, finishing and entitling lots, installing roads, sewers,
water systems, and other utilities, taxes, and other costs related to ownership of the land on which we plan to build homes. If the
rate at which we sell and deliver homes slows, or if we delay the opening of new home communities, we may incur additional
pre-construction costs, and it may take longer for us to recover our costs, which could adversely affect our profitability and
results of operations.
Natural disasters and other related events could result in delays in land development or home construction, increase our
costs or decrease demand in the impacted areas.
The climates and geology of many of the states in which we operate present increased risks of natural disasters. To the extent
that hurricanes, tornadoes, severe storms, heavy or prolonged precipitation, earthquakes, droughts, floods, wildfires or other
natural disasters or similar events occur, our homes under construction or our building lots in such states could be damaged or
destroyed, which may result in losses exceeding our insurance coverage. Natural disasters can also lead to increased
competition for subcontractors, which can delay our progress even after the event has concluded. Additionally, and as discussed
above, increased competition for skilled labor can lead to cost overruns, as we may have to incentivize the impacted region’s
limited trade base to work on our homes. Finally, natural disasters and other related events may also temporarily impact
demand, as buyers are not as willing to shop for new homes during or after the event. These risks could adversely affect our
business, financial condition, and results of operations.
Supply shortages and other risks related to the demand for skilled labor and building materials could increase costs, delay
deliveries and could adversely affect our financial condition and results of operations.
The residential construction industry experiences price fluctuations and shortages in labor and materials from time to time.
Shortages in labor can be due to shortages in qualified trades people, changes in immigration laws and trends in labor
migration, lack of availability of adequate utility infrastructure and services, or our need to rely on local subcontractors who
may not be adequately capitalized or insured. Shortages of materials can be due to certain disruptions, such as natural disasters,
civil or political unrest and conflicts, trade disputes, difficulties in production or delivery or health issues like a pandemic.
Labor and material shortages can be more severe during periods of strong demand for housing or during periods in which the
markets where we operate experience natural disasters such as hurricanes or flooding as discussed more fully above. Pricing for
labor and materials can be affected by the factors discussed above, changes in energy prices, and various other national,
regional, and local economic and political factors. For example, government imposed tariffs and trade regulations on imported
building supplies have, and in the future could have, significant impacts on the cost to construct our homes. Additionally, in
2023, Florida enacted legislation that will impose more stringent immigrant eligibility requirements. This legislation or similar
legislation if adopted in other jurisdictions in which we operate, could result in labor shortages that could materially affect our
operations. Such measures limit our ability to control costs, which if we are not able to successfully offset such increased costs
through higher sales prices, could adversely affect our margins on the homes we build.
We may incur additional operating expenses or longer construction cycle times due to compliance programs or fines,
penalties and remediation costs pertaining to environmental regulations within our markets. Additionally, any violations of
such regulations could harm our reputation, thereby negatively impacting our financial condition and results of operations.
We are subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of
health and the environment. The particular environmental laws that apply to any given community vary greatly according to the
location of the community site, the site’s environmental conditions and the present and former use of the site. Environmental
laws may result in delays, may cause us to implement time consuming and expensive compliance programs and may prohibit or
severely restrict development in certain environmentally sensitive regions or areas. From time to time, the United States
Environmental Protection Agency (EPA) and similar federal or state agencies review homebuilders’ compliance with
environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or
impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to us may
increase our costs or harm our reputation. Further, we expect that increasingly stringent requirements will be imposed on
homebuilders in the future. In particular, our communities in California and Phoenix are especially susceptible to restrictive
government regulations and environmental laws, particularly surrounding water usage.
14
We are subject to extensive government regulation, which could cause us to incur significant liabilities or restrict our
business activities.
Regulatory requirements could cause us to incur significant liabilities and operating expenses and could restrict our business
activities. We are subject to local, state and federal statutes and rules regulating, among other things, certain developmental
matters, building and site design, the availability of water and matters concerning the protection of health, safety and the
environment. Our operating costs may be increased by governmental regulations, such as building permit allocation ordinances
and impact and other fees and taxes, which may be imposed to defray the cost of providing certain governmental services and
improvements. Other governmental regulations, such as building moratoriums and “no growth” or “slow growth” initiatives
may be adopted in communities that have developed rapidly, which may cause delays in new home communities or otherwise
restrict our business activities, resulting in reductions in our revenues. Any delay or refusal from government agencies to grant
us necessary licenses, permits and approvals could have an adverse effect on our financial condition and results of operations.
Our activities and disclosures related to sustainability expose us to risks.
In recent years, we, along with many other companies, have been subject to increased focus and scrutiny from regulators,
investors, employees and customers and other stakeholders regarding sustainability efforts, including compliance with evolving
disclosure requirements. For example, the SEC has issued final rules that would require expanded disclosures related to climate
change. Although these rules are currently stayed pending judicial review, if implemented as proposed, these rules would
significantly increase our climate-related disclosure obligations. The State of California has also enacted legislation that will
require large U.S. companies doing business in California to make broad-based climate-related disclosures, and other states are
also considering similar measures. We are assessing our obligations under these proposed and enacted rules and expect that
compliance could require substantial effort in the future. Standards for tracking and reporting on sustainability matters,
including climate-related matters, have also not been harmonized. Changes to these standards could require adjustments to our
accounting or operational policies, as well as updates to our existing systems to meet these reporting obligations. We will
therefore likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure approaches,
frameworks and requirements.
Our 2023 Sustainability Report is available on our website. If our sustainability practices or disclosures do not meet, or are
perceived not to meet, evolving regulatory, investor and other stakeholder expectations and standards, our reputation, our ability
to attract or retain employees, and our attractiveness as an investment or business partner could be negatively affected.
Similarly, our failure, or perceived failure, to pursue or fulfill any sustainability-focused goals, targets, or objectives, to comply
with ethical, environmental, or other standards, regulations, or expectations, or to satisfy various reporting standards with
respect to these matters, within the timelines we announce, or at all, could adversely affect our business or reputation, as well as
expose us to government enforcement actions and private litigation. While we monitor a broad range of sustainability matters,
we cannot be certain that we will manage such matters successfully, or that we will successfully meet the expectations of
regulators, investors, employees, customers and other stakeholders.
We may be subject to significant potential liabilities as a result of construction defect, product liability and warranty claims
made against us.
As a homebuilder, we have been, and continue to be, subject to construction defect, product liability and home warranty claims,
including moisture intrusion and related claims, arising in the ordinary course of business. These claims are common to the
homebuilding industry and can be costly.
With respect to certain general liability exposures, including construction defect claims, product liability claims and related
claims, assessment of claims and the related liability and reserve estimation process is highly judgmental due to the complex
nature of these exposures and unique circumstances of each claim. Furthermore, once claims are asserted for construction
defects, it can be difficult to determine the extent to which the assertion of these claims will expand geographically. Although
we have obtained insurance for construction defect claims, such policies may not be available or adequate to cover liability for
damages, the cost of repairs and/or the expense of litigation. Current and future claims may arise out of events or circumstances
not covered by insurance and not subject to effective indemnification agreements with our subcontractors.
15
At any given time, we may be the subject of civil litigation that could require us to pay substantial damages or could
otherwise have a material adverse effect on us.
We may be subject to civil litigation regarding claims made by homebuyers. We cannot predict or determine the timing or final
outcome of such lawsuits, or the effect that any adverse determinations the lawsuits may have on us. An unfavorable
determination in any of the lawsuits could result in the payment by us of substantial monetary damages that may not be covered
by insurance. Further, the legal costs associated with the lawsuits and the amount of time required to be spent by management
and the Board of Directors on these matters, even if we are ultimately successful, could have a material adverse effect on our
business, financial condition and results of operations. In addition to expenses incurred to defend the Company in these matters,
under Delaware law and our bylaws, we may have an obligation to indemnify our current and former officers and directors in
relation to these matters. We have obligations to advance legal fees and expenses to directors and certain officers.
Our insurance carriers may seek to rescind or deny coverage with respect to such lawsuits, or we may not have sufficient
coverage under our insurance policies. If the insurance companies are successful in rescinding or denying coverage, or if we do
not have sufficient coverage under our policies, our business, financial condition and results of operations could be materially
adversely affected.
Our operating expenses could increase if we are required to pay higher insurance premiums or litigation costs for various
claims, which could negatively impact our financial condition and results of operations. Additionally, our insurance policies
may not offset our entire expense due to limitation in coverages, amounts payable under the policies or other related
restrictions.
The costs of insuring against construction defect, product liability and director and officer claims are substantial. Increasingly in
recent years, lawsuits (including class action lawsuits) have been filed against builders, asserting claims of personal injury and
property damage. Our insurance may not cover all of the claims, including personal injury claims, or such coverage may
become prohibitively expensive. If we are not able to obtain adequate insurance against these claims, we may experience losses
that could negatively impact our financial condition and results of operations, as well as our cash flows.
Historically, builders have recovered from subcontractors and their insurance carriers a significant portion of the construction
defect liabilities and costs of defense that the builders have incurred. However, insurance coverage available to subcontractors
for construction defects is becoming increasingly expensive and the scope of coverage is restricted. If we cannot effectively
recover from our subcontractors or their carriers, we may suffer even greater losses.
A builder’s ability to recover against any available insurance policy depends upon the continued solvency and financial strength
of the insurance carrier that issued the policy. Many of the states in which we build homes have lengthy statutes of limitations
and/or repose applicable to claims for construction defects. To the extent that any carrier providing insurance coverage to us, or
our subcontractors becomes insolvent or experiences financial difficulty in the future, we may be unable to recover on those
policies, thereby negatively impacting our financial condition and results of operations.
We are dependent on the services of certain key employees and the loss of their services could hurt our business.
Our future success depends upon our ability to attract, train and retain skilled personnel, including officers and directors. If we
are unable to retain our key employees or attract, train or retain other skilled personnel in the future, it could hinder our business
strategy and impose additional costs of identifying and training new individuals. Competition for qualified personnel in all of
our operating markets, as well as within our corporate operations, is intense.
Information technology failures, cybersecurity breaches or data security breaches could harm our business.
We use information technology and other computer resources to perform important operational and marketing activities and to
maintain our business records. Certain of these resources are provided to us and/or maintained by third-party service providers
pursuant to agreements that specify certain security and service level standards. Presently, we employ a limited array of both
traditional and generative artificial intelligence (“AI”) solutions for certain functions for our operations. It is conceivable that
we might integrate further AI solutions into our information systems in the future, potentially assuming a more critical role in
our operations over time. AI programs can incur significant costs and demand substantial expertise for development, pose
challenges in setup and management, and necessitate periodic updates. Competitors or other entities may integrate AI into their
information systems and business operations more swiftly or effectively than us, potentially impairing our competitive edge and
negatively impacting our financial performance.
16
Our computer systems, including our back-up systems and portable electronic devices, and those of our third-party providers,
are subject to damage or interruption from power outages, computer and telecommunication failures, computer viruses, security
breaches including malware and phishing, cyberattacks, natural disasters, usage errors by our employees or contractors, and
other related risks. As part of our normal business activities, we collect and store certain confidential information, including
information about employees, homebuyers, customers, vendors and suppliers. This information is entitled to protection under a
number of regulatory regimes. We share some of this information with third parties who assist us with certain aspects of our
business. A significant and extended disruption of, or breach of, security related to our computer systems and back-up systems
may result in business disruption, damage our reputation and cause us to lose customers, sales and revenue, result in the
unintended misappropriation of proprietary, personal and confidential information, and require us to incur significant expense
to remediate or otherwise resolve these issues including financial obligations to third parties, fines, penalties, regulatory
proceedings and private litigation with potentially large costs and other competitive disadvantages. Additionally, the techniques
and sophistication used to conduct cyber-attacks and breaches of information systems frequently change. For example, the
deployment of evolving AI tools used to identify vulnerabilities and create more deceptive phishing attempts have the potential
to not be recognized until such attacks are launched or have been in place for a period of time. A significant cybersecurity
breach or attack could have a material impact on our business or results of operations, there can be no assurance that our efforts
to maintain the security and integrity of these types of IT networks and related systems will be effective or that attempted
security breaches or disruptions would not be successful or damaging.
Global economic and political instability and conflicts could adversely affect our business, financial condition or results of
operations.
Our business could be adversely affected by unstable economic and political conditions within the United States, including the
2024 election cycle, and foreign jurisdictions and geopolitical conflicts, such as the conflict between Russia and Ukraine, the
conflict in Gaza and other conflicts in the Middle East. While we do not have any customer or direct supplier relationships in
Russia, Ukraine, or the Middle East, the current military conflicts, and related sanctions, as well as export controls or actions
that may be initiated by nations (e.g., potential cyberattacks, disruption of energy flows, etc.) and other potential uncertainties
could adversely affect our supply chain by causing shortages or increases in costs for materials necessary to construct homes
and/or increases to the price of gasoline and other fuels. In addition, such events could cause higher interest rates, inflation or
general economic uncertainty, which could negatively impact our business partners, employees or customers, or otherwise
adversely impact our business.
Terrorist attacks or acts of war against the United States or increased domestic or international instability could have an
adverse effect on our operations.
Adverse developments such as terrorist attacks against the United States or any outbreak or escalation of hostilities between the
United States and/or any foreign power may cause disruption to the economy, our Company, our employees and our customers,
which could negatively impact our financial condition and results of operations.
Our business could be materially and adversely disrupted by an epidemic or pandemic, or similar public threat, or fear of
such an event, and the measures that international, federal, state and local governments, agencies, law enforcement and/or
health authorities implement to address it.
An epidemic, pandemic, or similar serious public health issue, and the measures undertaken by governmental authorities to
address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period,
and thereby, and/or along with any associated economic and/or social instability or distress, have a material adverse impact on
our financial condition and results of operations.
If a public health emergency were to emerge, we could experience material disruptions in our operating environment, impairing
our ability to sell and build homes in a typical manner, or at all, due to, among other things, increased costs or decreased supply
of building materials, reduced availability of subcontractors, employees, and other talent, as a result of infections or
recommended self-quarantining, or governmental mandates to direct production activities to support public health efforts. This
could result in our recognizing charges in future periods, which may be material, for inventory impairments or land option
agreement abandonments, or both, related to our inventory assets.
17
Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively,
we would expect to experience, among other things, decreases in our net new orders, home closings, average selling prices,
revenues, and profitability, and such impacts could be material to our financial condition and results of operations. Along with
an increase in cancellations of home purchase contracts, if there are prolonged government restrictions on our business and our
customers, and/or an extended economic recession, we could be unable to produce revenues and cash flows sufficient to
conduct our business; or meet the terms of our covenants and other requirements under our various debt obligations including
but not limited to the Senior Unsecured Revolving Credit Facility, indentures for our senior and junior notes, land contracts due
to land sellers and other loans. Such a circumstance could, among other things, exhaust our available liquidity (and ability to
access liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt
obligations, which we may be unable to do.
Financial and Liquidity Risks
Our access to capital and our ability to obtain additional financing could be affected by any downgrade of our credit ratings,
as well as limitations in the capital markets or adverse credit market conditions.
The Company’s credit rating and ratings on our senior notes and our current credit condition affect, among other things, our
ability to access new capital, especially debt. Negative changes in these ratings may result in more stringent covenants and
higher interest rates under the terms of our indentures or of any new debt. If our credit ratings are lowered or rating agencies
issue adverse commentaries in the future, it could have a material adverse effect on our business, financial condition, results of
operations and liquidity. In particular, a weakening of our financial condition, including a significant increase in our leverage or
decrease in our profitability or cash flows, could adversely affect our ability to obtain necessary funds, result in a credit rating
downgrade or change in outlook, or otherwise increase our cost of borrowing.
Our Senior Notes, Senior Unsecured Revolving Credit Facility, letter of credit facilities and certain other debt impose
significant restrictions and obligations on us. Restrictions on our ability to borrow could adversely affect our liquidity. In
addition, our indebtedness could adversely affect our financial condition, limit our growth and make it more difficult for us
to satisfy our debt obligations.
Our Senior Notes, Senior Unsecured Revolving Credit Facility, letter of credit facilities and certain other debt impose certain
restrictions and obligations on us. Under certain of these instruments, we must comply with defined covenants that limit our
ability to, among other things, incur additional indebtedness, engage in certain asset sales, make certain types of restricted
payments, engage in transactions with affiliates and create liens on our assets. Failure to comply with certain of these covenants
could result in an event of default under the applicable instrument. Any such event of default could negatively impact other
covenants or lead to cross defaults under certain of our other debt agreements. There can be no assurance that we will be able to
obtain any waivers or amendments that may become necessary in the event of a future default situation without significant
additional cost or at all.
Our indebtedness could have important consequences to us and the holders of our securities, including, among other things:
•
causing us to be unable to satisfy our obligations under our debt agreements;
•
causing us to pay higher interest rates upon refinancing indebtedness if interest rates rise;
•
making us more vulnerable to adverse general economic and industry conditions;
•
making it difficult to fund future working capital, land purchases, acquisitions, capital expenditures, share repurchases,
general corporate or other activities; and
•
causing us to be limited in our flexibility in planning for, or reacting to, changes in our business.
In addition, subject to the restrictions of our existing debt instruments, we may incur additional indebtedness. If new debt is
added to our current debt levels, the related risks that we now face could intensify. Our growth plans and our ability to make
payments of principal or interest on, or to refinance, our indebtedness will depend on our future operating performance and our
ability to enter into additional debt and/or equity financings. If we are unable to generate sufficient cash flows in the future to
service our debt, we may be required to refinance all or a portion of our existing debt, to sell assets or to obtain additional
financing. We may not be able to do any of the foregoing on terms acceptable to us, if at all.
18
The tax benefits of our pre-ownership change net operating loss carryforwards and built-in losses were substantially limited
since we experienced an “ownership change” as defined in Section 382 of the Internal Revenue Code, and portions of our
deferred income tax asset have been written off since they were not fully realizable. Any subsequent ownership change,
should it occur, could have a further impact on these tax attributes.
Section 382 of the Internal Revenue Code contains rules that limit the ability of a company that undergoes an “ownership
change,” which is generally defined as any change in ownership of more than 50% of its common stock over a three-year
period, to utilize its net operating loss carryforwards, tax credits and certain built-in losses or deductions, as of the ownership
change date, that are recognized during the five-year period after the ownership change. These rules generally operate by
focusing on changes in the ownership among shareholders owning, directly or indirectly, 5% or more of the Company’s
common stock (including changes involving a shareholder becoming a 5% shareholder) or any change in ownership arising
from a new issuance of stock or share repurchases by the Company.
We currently have an immaterial amount of “built-in losses” in our assets, i.e., an excess tax basis over current fair market
value, which may result in tax losses as such assets are sold. Those “built-in losses” could become significant in the future if
market conditions worsen, and our inventory is impaired. Net operating losses and tax credits generally may be carried forward
for a 20-year period to offset future earnings and reduce our federal income tax liability. Any net operating losses created
during or after our fiscal 2019 may be carried forward indefinitely; however, the loss can only be utilized to offset 80% of
taxable income generated in a tax year. Built-in losses, if and when recognized, generally will result in tax losses that may then
be deducted or carried forward. However, we experienced an “ownership change” under Section 382 as of January 12, 2010. As
a result of this previous “ownership change” for purposes of Section 382, our ability to use certain net operating loss
carryforwards, tax credits and built-in losses or deductions in existence prior to the ownership change was limited by Section
382. We cannot predict or control the occurrence or timing of another ownership change in the future. If another ownership
change were to occur, the limitations imposed by Section 382 could result in a material amount of our net operating loss
carryforwards and tax credits expiring unused and, therefore, significantly impair the future value of our deferred tax assets.
Our certificate of incorporation currently prohibits certain transfers of our common stock that could result in an ownership
change. In addition, we are currently party to a rights agreement intended to act as a deterrent to any person desiring to acquire
4.95% or more of our common stock. In February 2022, our stockholders approved an extension of these protective provisions
in our certificate of incorporation and the rights agreement, which as a result are scheduled to expire in November 2025.
Neither the protective provisions nor the rights agreement offers a complete solution, and an ownership change may still occur.
Additionally, the protective provisions of our certificate of incorporation may not be enforceable against all stockholders and
may not prevent all stock transfers that have the potential to cause a Section 382 ownership shift, and the rights agreement may
deter, but ultimately may not block all transfers of our common stock that might result in an ownership change.
The realization of all or a portion of our deferred income tax assets (including net operating loss carryforwards and tax credits)
is dependent upon the generation of future income during the statutory carryforward periods. Our inability to utilize our limited
pre-ownership change net operating loss carryforwards, tax credits and recognized built-in losses or deductions, or the
occurrence of a future ownership change and resulting additional limitations to these tax attributes, could have a material
adverse effect on our financial condition, results of operations, and cash flows.
We could experience a reduction in home sales and revenues due to our inability to acquire and develop land for our
communities if we are unable to obtain reasonably priced financing.
The homebuilding industry is capital intensive, and homebuilding requires significant up-front expenditures to acquire land and
to begin development. Accordingly, we incur substantial indebtedness to finance our homebuilding activities. If internally
generated funds are not sufficient, we would seek additional capital in the form of equity or debt financing from a variety of
potential sources, including additional bank financing and/or securities offerings. The amount and types of indebtedness that we
may incur are limited by the terms of our existing debt. In addition, the availability of borrowed funds, especially for land
acquisition and construction financing, may be greatly reduced nationally, and the lending community may require increased
amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing
loans. The credit and capital markets have continued to experience significant volatility. If we are required to seek additional
financing to fund our operations, the volatility in these markets may restrict our flexibility to access such financing. If we are
not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire
land for our housing developments, thereby limiting our anticipated growth and community count. Additionally, if we cannot
obtain additional financing to fund the purchase of land under our option agreements, we may incur contractual penalties and
fees.
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Inefficient or ineffective allocation of capital could adversely affect our operating results and/or stockholder value.
Our goal is to allocate capital to maximize our overall long-term returns. This includes growing profitability, improving balance
sheet efficiency and generating returns above our cost of capital. In addition, from time to time we may engage in bond
repurchases to reduce our indebtedness and return value to our stockholders through share repurchases. If we do not properly
allocate our capital, we may fail to produce optimal financial results and we may experience a reduction in stockholder value,
including increased volatility in our stock price.
Risk Relating to an Investment in our Common Stock
We experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our historical
performance may not be a meaningful indicator of future results.
We historically have experienced, and expect to continue to experience, variability in home sales and earnings on a quarterly
basis. As a result of such variability, our historical performance may not be a meaningful indicator of future results. Our
quarterly results of operations may continue to fluctuate in the future as a result of a variety of both national and local factors,
including, among others:
•
the timing of home closings and land sales;
•
our ability to continue to acquire additional land or secure option agreements to acquire land on acceptable terms;
•
conditions of the real estate market in areas where we operate and of the general economy;
•
inventory impairments or other material write-downs;
•
raw material and labor shortages;
•
seasonal home buying patterns; and
•
other changes in operating expenses, including the cost of labor and raw materials, personnel and general economic
conditions.
Item 1B. Unresolved Staff Comments
None.
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Item 1C. Cybersecurity
We maintain a cybersecurity program designed to detect, identify, classify and mitigate cybersecurity and other data security
threats as part of our efforts to protect and maintain the confidentiality and security of homebuyer, customer, employee, vendor
and supplier information, and non-public information about the Company, which has been strategically integrated into our
enterprise risk management program to promote a company-wide culture of cyber risk awareness. The foundation of our
cybersecurity program is based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework,
which includes a set of controls to prevent, detect, and respond to cybersecurity and other data security threats and incidents.
Additionally, in furtherance of detecting, identifying, and managing material cybersecurity and other data security threats, we
also:
•
maintain robust information security and privacy policies that are reviewed and updated on an annual basis;
•
engage with a range of third-party service providers, including cybersecurity consultants, to evaluate, monitor, and test
our cyber management systems and related risks;
•
conduct audits, penetration tests, threat and vulnerability assessments, cybersecurity risk monitoring, and security
enhancement consultations, using both internal and external resources;
•
maintain and continue to evolve our Cybersecurity Incident Management program, which includes regular incident
response tabletop exercises, cybersecurity-related disaster recovery and business resiliency plans, and related
communications and business continuity procedures;
•
conduct security assessments of third-party software products and hosting providers prior to engagement;
•
implement ongoing monitoring procedures for third-party service providers’ hosted applications to ensure continued
alignment with our cybersecurity standards and compliance requirements;
•
provide mandatory annual security and privacy awareness training, along with monthly phishing simulations, to all of
our employees. These trainings and simulations are designed to ensure employees are well-versed in the behaviors and
requirements necessary to safeguard the Company's information resources; and
•
maintain cyber liability insurance to protect against the financial impact of a cyber incident.
We have a dedicated team of employees managing our cybersecurity program and initiatives, led by the Company’s Chief
Information Security Officer, who reports to our Chief Information Officer and brings over 20 years of experience in senior
leadership roles leading information security and technology teams across private and public companies. The team works
directly in consultation with internal and external advisors to execute our cybersecurity strategies.
Pursuant to our cybersecurity program, potential cybersecurity threats are classified by risk levels and threat mitigation efforts
are typically prioritized based on those risk classifications, while focus also remains on maintaining the resiliency of our
information systems. In the event we identify a potential cybersecurity issue, we have defined procedures for responding to
such issues, including procedures that address when and how to engage with Company management, the Board of Directors,
other stakeholders and law enforcement.
Our Board of Directors has ultimate oversight responsibility for risks relating to our cybersecurity program. In addition, the
Audit Committee assists the Board of Directors in monitoring our cybersecurity and data security risk exposures and
compliance with the Company’s cybersecurity program, and regularly makes inquiries of the Company’s management team,
internal auditors and independent auditors regarding these risk exposures and compliance matters. We have also established an
IT Committee, which is an ad hoc committee comprised of at least two members of the Board of Directors. The IT Committee
is responsible for advising and assisting the Board of Directors in overseeing the Company’s customer relationship management
and enterprise resource planning software and technology and regularly meets with the Company’s management team with
respect to these initiatives.
21
Conducting our businesses involves the collection, storage, use, disclosure, processing, transfer, and other handling of a wide
variety of information, including personally identifiable information, for various purposes. Like other companies that process a
wide variety of information, our information technology systems, networks and infrastructure and technology have been, and
may in the future be, vulnerable to cybersecurity attacks and other data security threats. These types of attacks are constantly
evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched against a target.
While, to date, we have not had a significant cybersecurity breach or attack that has had a material impact on our business
strategy, results of operations, or financial condition, there can be no assurance that our efforts to maintain the security and
integrity of these types of IT networks and related systems will be effective or that attempted security breaches or disruptions
would not be successful or damaging. For more information about these and other cybersecurity risks faced by us, see Part 1.
Item 1A. “Risk Factors.”
Item 2. Properties
As of September 30, 2024, we had under lease approximately 23,600 square feet of office space in Atlanta, Georgia to house
our corporate headquarters. We also lease and own an aggregate of approximately 171,200 and 4,500 square feet of office
space, respectively, for our divisional operations at various locations. All facilities are in good condition, adequately utilized,
and sufficient to meet our present operating needs.
Due to the nature of our business, significant amounts of property are held by us as inventory in the ordinary course of our
homebuilding operations. See Note 4 of notes to the consolidated financial statements in this Form 10-K for a further discussion
of our inventory.
Item 3. Legal Proceedings
Litigation
In the normal course of business, we and certain of our subsidiaries are subject to various lawsuits. We cannot predict or
determine the timing or final outcome of these lawsuits or the effect that any adverse findings or determinations in pending
lawsuits may have on us. In addition, an estimate of possible loss or range of loss, if any, cannot presently be made with respect
to certain of these pending matters. An unfavorable determination in pending lawsuits could result in the payment by us of
substantial monetary damages that may not be fully covered by insurance. Further, the legal costs associated with the lawsuits
and the amount of time required to be spent by management and our Board of Directors on these matters, even if we are
ultimately successful, could have a material adverse effect on our financial condition, results of operations, or cash flows.
For a discussion of our legal proceedings, see Note 8 of the notes to our consolidated financial statements in this Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.
22
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
The Company lists its common stock on the New York Stock Exchange (NYSE) under the symbol “BZH.” On November 8,
2024, the last reported sales price of the Company's common stock on the NYSE was $33.48, and we had approximately 187
stockholders of record and 31,050,227 shares of common stock outstanding.
Dividends
The indentures under which our senior notes were issued contain certain restrictive covenants, including limitations on the
payment of dividends. There were no dividends paid during our fiscal 2024, 2023 or 2022. The Board of Directors will
periodically reconsider the declaration of dividends, assuming payment of dividends is not limited under our indentures. The
reinstatement of quarterly dividends, the amount of such dividends and the form in which the dividends are paid (cash or stock)
will depend upon our financial condition, results of operations, and other factors that the Board of Directors deems relevant.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about the Company's shares of common stock that may be issued under our existing
equity compensation plans as of September 30, 2024, all of which have been approved by our stockholders:
Plan Category
Number of Common
Shares to be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Common Shares
Remaining Available for
Future Issuance Under
Equity Compensation Plans
Equity compensation plans approved by stockholders
11,150
$10.04
2,945,076
Issuer Purchases of Equity Securities
We did not repurchase any shares of our common stock in the fourth quarter ended September 30, 2024.
23
Performance Graph
The following graph illustrates the cumulative total stockholder return on Beazer Homes' common stock for the last five fiscal
years through September 30, 2024 as compared to the S&P 500 Index and the S&P 500 Homebuilding Index. The graph
assumes an investment of $100 at September 30, 2019 in Beazer Homes' common stock and in each of the benchmark indices
specified, assumes that all dividends were reinvested, and accounts for the impact of any stock splits, where applicable.
Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future
stockholder returns.
Comparison of Five Year Cumulative Total Return Assuming $100 Investment as of September 30, 2019
September 30,
2019
2020
2021
2022
2023
2024
u
Beazer Homes USA, Inc.
$
100.00 $
88.59 $
115.77 $
64.90 $
167.16 $
229.27
g
S&P 500 Index
$
100.00 $
115.15 $
149.70 $
126.54 $
153.89 $
209.83
p
S&P 500 Homebuilding Index
$
100.00 $
134.71 $
151.29 $
123.59 $
199.80 $
351.52
Item 6. [Reserved]
24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations is intended to help the reader
understand our Company, business, operations and present business environment and is provided as a supplement to, and
should be read together with the sections entitled “Risk Factors,” and the financial statements and the accompanying notes
included elsewhere in this Form 10-K.
In addition, the statements in this discussion and analysis regarding industry outlook, our expectations regarding the
performance of our business, anticipated financial results, liquidity and the other non-historical statements are forward-looking
statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the
risks and uncertainties described in “Forward-Looking Statements” and in “Risk Factors” above. Our actual results may differ
materially from those contained in or implied by any forward-looking statements.
Executive Overview and Outlook
Market Conditions
At the outset of fiscal 2024, mortgage rates fluctuated at high levels with a notable peak in October 2023, which led to subdued
housing market activity. As the first fiscal quarter progressed, mortgage rates began to decline gradually, influenced by the
expectations of future interest rate reductions by the Federal Reserve. Entering the second fiscal quarter, we began to see the
benefit of the mortgage rate reductions as homebuyer traffic and demand improved. We observed healthy demand and sales
pace during the spring selling season, even as mortgage rates continued to modestly fluctuate. However, as we progressed
through the second half of fiscal 2024, despite the downward trend in mortgage rates, many potential buyers remained hesitant
amid uncertainty surrounding future interest rate cuts and economic expectations.
Home affordability remains a concern and a central risk to our industry's outcomes. We continue to adjust prices and features to
align with the current market, including offering incentives. We also continue to refine our product offerings by adjusting home
sizes and specification levels to address pricing and affordability concerns across each of our markets.
Although we expect uncertainty around mortgage interest rates in near-term market conditions to persist, we are optimistic in
the long-term outlook of the housing market, anchored by supply and demand factors at a macroeconomic level. The shortfalls
in new home production over the past decade have contributed to an underproduction of housing in the country, and demand for
housing remains resilient characterized by low unemployment and wage growth, although still limited by affordability and
mortgage rate volatility.
Balanced Growth Strategy
Fiscal 2024 represented continued progress towards the execution of our balanced growth strategy, which is characterized by
growing profitability, improving balance sheet efficiency, and generating returns above our cost of capital. This strategy
provides us with the flexibility to reduce leverage through debt reduction, increase return of capital to investors through stock
repurchases, or increase investment in land and other operating assets in response to changing market conditions.
In line with our balanced growth strategy, during fiscal 2023 we established a set of multi-year strategic goals that would allow
us to create significant value for our shareholders. Specifically, our three multi-year strategic goals include the following:
•
increasing active communities to more than 200 by the end of fiscal 2026,
•
reducing our net debt to net capitalization ratio to below 30% by the end of fiscal 2026, and
•
reaching our target of 100% Zero Energy Ready home starts by the end of calendar year 2025.
During fiscal 2024, as we laid the groundwork to meet our multi-year active community count goal, we achieved significant
growth, with our year-end active community count increasing by more than 20% compared to the prior year.
In March 2024, we successfully refinanced our remaining outstanding 2025 Notes of $197.9 million through the issuance of
$250.0 million of Senior Notes due 2031 and extended the maturity of our Senior Unsecured Revolving Credit Facility. With a
strong balance sheet and ample liquidity, we believe we are well-equipped to navigate the evolving market dynamics as we
continue to make strides in reducing our net debt to net capitalization ratio.
25
During fiscal 2024, we also made steady progress towards our goal of reaching 100% Zero Energy Ready home starts by the
end of calendar year 2025. We are substantially ahead of schedule with 91% of our home starts being built to Zero Energy
Ready standards during the quarter ended September 30, 2024. Notably, Beazer Homes has now certified more Zero Energy
Ready homes to the DOE's Single Family National Program requirements than any other home builder. We believe these homes
should command a premium compared to our previous series, driven by their innovative designs, superior quality, and durable
construction.
As we look to fiscal 2025, we expect to take further steps to achieve our multi-year strategic goals by continuing to position our
business for durable long-term growth, while focusing on the appropriate balance between pursuing growth opportunities,
controlling risk, and maintaining a strong liquidity position. We believe our balanced growth strategy has created and will
continue to create significant value for our shareholders.
Overview of Results for Our Fiscal 2024
The following is a summary of our performance against certain key operating and financial metrics during fiscal 2024, as
compared to fiscal 2023.
•
As of September 30, 2024, our land position included 28,538 controlled lots, up 9.0% from 26,189 as of
September 30, 2023. Our fiscal 2024 marks the fourth consecutive year of year-over-year growth in land position as
we build a strong foundation to meet our active community count growth. Excluding land held for future development
and land held for sale lots, we controlled 27,904 active lots, up 9.1% from the prior year. The majority of the growth in
controlled lots was through the usage of lot option agreements, which allow us to position for future growth while
providing the flexibility to respond to market conditions. As of September 30, 2024, we had 16,125 lots, or 57.8% of
our total active lots, under option agreements as compared to 14,490 lots, or 56.7% of our total active lots, under
option agreements as of September 30, 2023.
•
During the fiscal year ended September 30, 2024, our average active community count of 144 was up 15.7%
from 125 in the prior year. As of September 30, 2024, our ending active community count was 162, up 20.9% from
134 in the prior year. Our fiscal fourth quarter marks the tenth consecutive quarter of year-over-year growth in
community count as we work towards our goal of reaching more than 200 active communities by the end of fiscal
2026. We invested $776.5 million in land acquisition and land development during the year ended September 30,
2024, representing an increase of 35.5% compared to $573.1 million in land spend during the year ended
September 30, 2023.
•
During the fiscal year ended September 30, 2024, sales per community per month was 2.4 compared to 2.6 in
the prior year, and our net new orders were 4,221, up 9.2% from 3,866 in the prior year. The expanded average
active community count allowed us to deliver higher net new orders year-over-year despite a decline in sales pace to
2.4 orders per community per month during the year ended September 30, 2024 due to elevated mortgage rates and
affordability challenges.
•
During the fiscal year ended September 30, 2024, we closed 4,450 homes, up 4.8%, from 4,246 in the prior year,
leading to an increase in homebuilding revenue to $2.29 billion, up 4.3%, from $2.20 billion in the prior year.
The increase in closings was primarily due to due to higher community count, higher volume of spec homes that sold
and closed within the current year, and improved construction cycle times.
•
ASP for homes closed during the fiscal year ended September 30, 2024 was $515.3 thousand, down 0.5% from
$517.8 thousand in the prior year. Backlog ASP as of September 30, 2024 was $537.9 thousand, up 3.8% from
$518.0 thousand in the prior year. The increase in backlog ASP compared to the prior year was primarily due to
changes in product and community mix as well as price appreciation in certain communities.
•
Homebuilding gross margin for the fiscal year ended September 30, 2024 was 18.0%, down from 19.9% in the
prior year. Homebuilding gross margin excluding impairments, abandonments, and interest for the fiscal year ended
September 30, 2024 was 21.1%, down from 23.1% in the prior year. The year-over-year decrease in gross margin for
the fiscal year ended September 30, 2024 was primarily driven by changes in product and community mix and an
increase in closing cost incentives. If market conditions deteriorate due to unfavorable mortgage rate movements, gross
margin may be compressed in the future.
•
SG&A for the fiscal year ended September 30, 2024 was 11.4% of total revenue compared with 11.5% a year
earlier. SG&A expense was $266.4 million for the fiscal year ended September 30, 2024, up 5.2% compared to prior
year primarily due to higher commissions expense and higher sales and marketing costs as we continue to grow
community count. We remain focused on prudently managing overhead costs.
26
Seasonal and Quarterly Variability: Our homebuilding operating cycle historically has reflected escalating new order activity
in the second and third fiscal quarters and increased closings in the third and fourth fiscal quarters. However, these seasonal
patterns may be impacted by a variety of factors, including periods of market volatility and changes in mortgage interest rates,
which may result in increased or decreased new orders and/or revenues and closings that are outside of the normal ranges
typically realized on account of seasonality.
The following tables present new order and closings data for the periods presented:
New Orders (Net of Cancellations)
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
Total
2024
823
1,299
1,070
1,029
4,221
2023
482
1,181
1,200
1,003
3,866
2022
1,141
1,291
925
704
4,061
Closings
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
Total
2024
743
1,044
1,167
1,496
4,450
2023
833
1,063
1,117
1,233
4,246
2022
1,019
1,078
1,043
1,616
4,756
27
RESULTS OF CONTINUING OPERATIONS
The following table summarizes certain key income statement metrics for the periods presented:
Fiscal Year Ended September 30,
$ in thousands
2024
2023
2022
Revenue:
Homebuilding
$ 2,292,984
$ 2,198,400
$ 2,302,520
Land sales and other
37,213
8,385
14,468
Total
$ 2,330,197
$ 2,206,785
$ 2,316,988
Gross profit:
Homebuilding
$
413,611
$
438,120
$
532,149
Land sales and other
10,683
4,575
5,358
Total
$
424,294
$
442,695
$
537,507
Gross margin:
Homebuilding(a)
18.0 %
19.9 %
23.1 %
Land sales and other(b)
28.7 %
54.6 %
37.0 %
Total
18.2 %
20.1 %
23.2 %
Commissions
$
80,056
$
73,450
$
74,336
General and administrative expenses (G&A)
$
186,345
$
179,794
$
177,320
SG&A (commissions plus G&A) as a percentage of total revenue
11.4 %
11.5 %
10.9 %
G&A as a percentage of total revenue
8.0 %
8.1 %
7.7 %
Depreciation and amortization
$
14,867
$
12,198
$
13,360
Operating income
$
143,026
$
177,253
$
272,491
Operating income as a percentage of total revenue
6.1 %
8.0 %
11.8 %
Effective tax rate(c)
11.9 %
13.1 %
19.4 %
Inventory impairments and abandonments
$
1,996
$
641
$
2,963
(Loss) gain on extinguishment of debt, net
$
(437)
$
(546)
$
309
(a) Excluding impairments, abandonments, and interest amortized to cost of sales, homebuilding gross margin was 21.1%, 23.1%
and 26.3% for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. Please see the "Homebuilding Gross
Profit and Gross Margin" section below for a reconciliation of homebuilding gross profit and the related gross margin
excluding impairments and abandonments and interest amortized to cost of sales (non-GAAP measures) to homebuilding
gross profit and gross margin, the most directly comparable GAAP measure.
(b) Calculated as land sales and other gross profit divided by land sales and other revenue.
(c) Calculated as tax expense for the period divided by income from continuing operations. Our income tax expenses are not
always directly correlated to the amount of pre-tax income for the associated period due to a variety of factors, including, but
not limited to, the impact of tax credits and permanent differences. Our tax credits are predominantly due to the energy
efficiency of our homes and, historically, were valued at $2,000 per single family home. The Inflation Reduction Act
increased these credits to $2,500 or $5,000 per single family home meeting Energy Star or Zero Energy Ready qualifications,
respectively. As we work towards our goal of building 100% Zero Energy Ready homes, we expect our energy efficiency tax
credits to shift increasingly towards $5,000 per single family home in the current and future years.
28
Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)
Reconciliation of Net Income (GAAP measure) to Adjusted EBITDA (Non-GAAP measure) is provided for each period
discussed below. Management believes that Adjusted EBITDA assists investors in understanding and comparing core operating
results and underlying business trends by eliminating many of the differences in companies' respective capitalization, tax
position, level of impairments, and other non-recurring items. This non-GAAP financial measure may not be comparable to
other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to,
financial measures prepared in accordance with GAAP.
The following table reconciles our net income (GAAP) to Adjusted EBITDA (non-GAAP) for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
2021
2020
Net income (GAAP)
$
140,175 $
158,611 $
220,704 $
122,021 $
52,226
Expense from income taxes
18,910
23,936
53,267
21,501
17,664
Interest amortized to home construction and land
sales expenses and capitalized interest impaired
68,233
68,489
72,058
87,290
95,662
Interest expense not qualified for capitalization
—
—
—
2,781
8,468
EBIT (Non-GAAP)
227,318
251,036
346,029
233,593
174,020
Depreciation and amortization
14,867
12,198
13,360
13,976
15,640
EBITDA (Non-GAAP)
242,185
263,234
359,389
247,569
189,660
Stock-based compensation expense
7,391
7,275
8,478
12,167
10,036
Loss (gain) on extinguishment of debt
437
546
(309)
2,025
—
Inventory impairments and abandonments(a)
1,996
641
2,524
853
2,111
Gain on sale of investment(b)
(8,591)
—
—
—
—
Litigation settlement in discontinued operations
—
—
—
120
1,260
Restructuring and severance expenses
—
335
—
(10)
1,317
Adjusted EBITDA (Non-GAAP)
$
243,418 $
272,031 $
370,082 $
262,724 $
204,384
(a) In periods during which we impaired certain of our inventory assets, capitalized interest that is impaired is included in the
line above titled "Interest amortized to home construction and land sales expenses and capitalized interest impaired."
(b) We previously held a minority interest in a technology company specializing in digital marketing for new home communities,
which was sold during the quarter ended March 31, 2024. In exchange for the previously held investment, we received cash
in escrow along with a minority partnership interest in the acquiring company, which was recorded within other assets in our
consolidated balance sheets. The resulting gain of $8.6 million from this transaction was recognized in other income, net on
our consolidated statement of operations. The Company believes excluding this one-time gain from Adjusted EBITDA
provides a better reflection of the Company's performance as this item is not representative of our core operations.
29
Reconciliation of Total Debt to Total Capitalization Ratio (GAAP) to Net Debt to Net Capitalization Ratio (Non-GAAP)
Reconciliation of total debt to total capitalization ratio (GAAP measure) to net debt to net capitalization ratio (non-GAAP
measure) is provided for each period below. Management believes that net debt to net capitalization ratio is useful in
understanding the leverage employed in our operations and as an indicator of our ability to obtain financing. This non-GAAP
financial measure may not be comparable to other similarly titled measures of other companies and should not be considered in
isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
Fiscal Year Ended September 30,
in thousands
2024
2023
Total debt (GAAP)
$ 1,025,349
$
978,028
Stockholders' equity (GAAP)
1,232,111
1,102,819
Total capitalization (GAAP)
$ 2,257,460
$ 2,080,847
Total debt to total capitalization ratio (GAAP)
45.4 %
47.0 %
Total debt (GAAP)
$ 1,025,349
$
978,028
Less: cash and cash equivalents (GAAP)
203,907
345,590
Net debt (Non-GAAP)
821,442
632,438
Stockholders' equity (GAAP)
1,232,111
1,102,819
Net capitalization (Non-GAAP)
$ 2,053,553
$ 1,735,257
Net debt to net capitalization ratio (Non-GAAP)
40.0 %
36.4 %
30
Homebuilding Operations Data
The following table summarizes new orders and cancellation rates by reportable segment for the periods presented:
New Orders, net
Cancellation Rates
2024
2023
2022
24 v 23
23 v 22
2024
2023
2022
West
2,753
2,244
2,437
22.7 %
(7.9) %
17.3 %
22.2 %
18.4 %
East
912
859
879
6.2 %
(2.3) %
19.5 %
18.8 %
16.2 %
Southeast
556
763
745
(27.1) %
2.4 %
16.8 %
15.9 %
16.3 %
Total
4,221
3,866
4,061
9.2 %
(4.8) %
17.7 %
20.3 %
17.6 %
Net new orders for the year ended September 30, 2024 increased to 4,221, up 9.2% from the year ended September 30, 2023.
The increase in net new orders was driven primarily by an increase in average active community count from 125 in the prior
year to 144, partially offset by a decrease in sales pace from 2.6 orders per community per month in the prior year to 2.4.
West Segment: Net new orders for the year ended September 30, 2024 was 2,753, up 22.7% from the year ended September 30,
2023. The increase in net new orders compared to the prior year was driven by a 24.0% increase in average active community
count from 75 in the prior year to 93, while sales pace remained flat year-over-year at 2.5 orders per community.
East Segment: Net new orders for the year ended September 30, 2024 was 912, up 6.2% from the year ended September 30,
2023. The increase in net new orders compared to the prior year was driven by a 25.0% increase in average active community
count from 24 in the prior year to 30, partially offset by a 16.7% decrease in sales pace from 3.0 orders per community per
month in the prior year to 2.5. The decrease in sales pace was due to a softening in demand in various sub-markets due to
affordability challenges.
Southeast Segment: Net new orders for the year ended September 30, 2024 was 556, down 27.1% from the year ended
September 30, 2023. The decrease in net new orders compared to the prior year was driven by a 16.0% decrease in average
active community count from 25 in the prior year to 21, and a 12.0% decrease in sales pace from 2.5 orders per community per
month in the prior year to 2.2. The decrease in sales pace was due to a softening in demand in various sub-markets due to
affordability challenges.
The table below summarizes backlog units by reportable segment as well as the aggregate dollar value and ASP of homes in
backlog as of September 30, 2024, 2023 and 2022:
As of September 30,
2024
2023
2022
24 v 23
23 v 22
Backlog Units:
West
965
1,033
1,257
(6.6) %
(17.8) %
East
315
323
410
(2.5) %
(21.2) %
Southeast
202
355
424
(43.1) %
(16.3) %
Total
1,482
1,711
2,091
(13.4) %
(18.2) %
Aggregate dollar value of homes in backlog (in millions)
$
797.2 $
886.4 $ 1,144.9
(10.1) %
(22.6) %
ASP in backlog (in thousands)
$
537.9 $
518.0 $
547.5
3.8 %
(5.4) %
Backlog reflects the number of homes for which the Company has entered into a sales contract with a customer but has not yet
delivered the home. The aggregate dollar value of homes in backlog as of September 30, 2024 decreased 10.1% compared to
the prior year due to a 13.4% decrease in backlog units, partially offset by a 3.8% increase in the ASP of homes in backlog. The
decrease in backlog units was due to closings exceeding net new orders for the year ended September 30, 2024. The increase in
backlog ASP was primarily due to changes in product and community mix as well as price appreciation in certain communities.
31
Homebuilding Revenue, Average Selling Price, and Closings
The table below summarizes homebuilding revenue, ASP of our homes closed, and closings by reportable segment for the
periods presented:
Homebuilding Revenue
Average Selling Price
$ in thousands
2024
2023
2022
24 v 23
23 v 22
2024
2023
2022
24 v 23
23 v 22
West
$ 1,448,607
$ 1,292,060
$ 1,327,770
12.1 %
(2.7) % $
513.5
$
523.5
$
468.7
(1.9) %
11.7 %
East
483,611
503,479
555,598
(3.9) %
(9.4) %
525.7
532.2
514.4
(1.2) %
3.5 %
Southeast
360,766
402,861
419,152
(10.4) %
(3.9) %
508.8
484.2
497.2
5.1 %
(2.6) %
Total
$ 2,292,984
$ 2,198,400
$ 2,302,520
4.3 %
(4.5) % $
515.3
$
517.8
$
484.1
(0.5) %
7.0 %
Closings
2024
2023
2022
24 v 23
23 v 22
West
2,821
2,468
2,833
14.3 %
(12.9) %
East
920
946
1,080
(2.7) %
(12.4) %
Southeast
709
832
843
(14.8) %
(1.3) %
Total
4,450
4,246
4,756
4.8 %
(10.7) %
West Segment: Homebuilding revenue increased by 12.1% for the fiscal year ended September 30, 2024 compared to the prior
fiscal year due to a 14.3% increase in closings, partially offset by a 1.9% decrease in ASP. The year-over-year increase in
closings in the West segment was primarily due to higher community count, higher volume of spec homes that sold and closed
within the current year, and improved construction cycle times for fiscal 2024 compared to fiscal 2023.
East Segment: Homebuilding revenue decreased by 3.9% for the fiscal year ended September 30, 2024 compared to the prior
fiscal year due to a 2.7% decrease in closings as well as a 1.2% decrease in ASP. The year-over-year decrease in closings in the
East segment was primarily due to lower beginning backlog, partially offset by improved construction cycle times for fiscal
2024 compared to fiscal 2023.
Southeast Segment: Homebuilding revenue decreased by 10.4% for the fiscal year ended September 30, 2024 compared to the
prior fiscal year due to a 14.8% decrease in closings, partially offset by a 5.1% increase in ASP. The year-over-year decrease in
closings in the Southeast segment is primarily due to lower beginning backlog, partially offset by improved construction cycle
times for fiscal 2024 compared to fiscal 2023.
32
Homebuilding Gross Profit and Gross Margin
The following tables present our homebuilding (HB) gross profit and gross margin by reportable segment and in total. In
addition, such amounts are presented excluding inventory impairments and abandonments and interest amortized to cost of
sales (COS). Homebuilding gross profit is defined as homebuilding revenue less home cost of sales (which includes land and
land development costs, home construction costs, capitalized interest, indirect costs of construction, estimated warranty costs,
closing costs, and inventory impairments and abandonment charges).
Reconciliation of homebuilding gross profit and homebuilding gross margin (GAAP measures) to homebuilding gross profit
and the related gross margin excluding impairments and abandonments and interest amortized to cost of sales (non-GAAP
measures) 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. These non-GAAP financial measures may not be comparable to other
similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to,
financial measures prepared in accordance with GAAP.
$ in thousands
Fiscal Year Ended September 30, 2024
HB Gross
Profit
(GAAP)
HB Gross
Margin
(GAAP)
Impairments
&
Abandonments
(I&A)
HB Gross
Profit
excluding
I&A (Non-
GAAP)
HB Gross
Margin
excluding
I&A (Non-
GAAP)
Interest
Amortized to
COS
(Interest)
HB Gross
Profit
excluding
I&A and
Interest
(Non-GAAP)
HB Gross
Margin
excluding
I&A and
Interest
(Non-GAAP)
West
$
306,366
21.1 %
$
1,805
$
308,171
21.3 %
$
—
$
308,171
21.3 %
East
87,481
18.1 %
91
87,572
18.1 %
—
87,572
18.1 %
Southeast
79,174
21.9 %
100
79,274
22.0 %
—
79,274
22.0 %
Corporate &
unallocated(a)
(59,410)
—
(59,410)
67,658
8,248
Total homebuilding
$
413,611
18.0 %
$
1,996
$
415,607
18.1 %
$
67,658
$
483,265
21.1 %
$ in thousands
Fiscal Year Ended September 30, 2023
HB Gross
Profit
(GAAP)
HB Gross
Margin
(GAAP)
Impairments &
Abandonments
(I&A)
HB Gross
Profit
excluding
I&A (Non-
GAAP)
HB Gross
Margin
excluding
I&A (Non-
GAAP)
Interest
Amortized to
COS
(Interest)
HB Gross
Profit
excluding
I&A and
Interest (Non-
GAAP)
HB Gross
Margin
excluding
I&A and
Interest (Non-
GAAP)
West
$
307,240
23.8 %
$
487
$
307,727
23.8 %
$
—
$
307,727
23.8 %
East
103,102
20.5 %
154
103,256
20.5 %
—
103,256
20.5 %
Southeast
92,212
22.9 %
—
92,212
22.9 %
—
92,212
22.9 %
Corporate &
unallocated(a)
(64,434)
—
(64,434)
68,489
4,055
Total homebuilding
$
438,120
19.9 %
$
641
$
438,761
20.0 %
$
68,489
$
507,250
23.1 %
$ in thousands
Fiscal Year Ended September 30, 2022
HB Gross
Profit
(GAAP)
HB Gross
Margin
(GAAP)
Impairments &
Abandonments
(I&A)
HB Gross
Profit
excluding
I&A (Non-
GAAP)
HB Gross
Margin
excluding
I&A (Non-
GAAP)
Interest
Amortized to
COS
(Interest)
HB Gross
Profit
excluding
I&A and
Interest (Non-
GAAP)
HB Gross
Margin
excluding
I&A and
Interest (Non-
GAAP)
West
$
353,370
26.6 %
$
289
$
353,659
26.6 %
$
—
$
353,659
26.6 %
East
137,937
24.8 %
143
138,080
24.9 %
—
138,080
24.9 %
Southeast
104,341
24.9 %
663
105,004
25.1 %
—
105,004
25.1 %
Corporate &
unallocated(a)
(63,499)
—
(63,499)
71,619
8,120
Total homebuilding
$
532,149
23.1 %
$
1,095
$
533,244
23.2 %
$
71,619
$
604,863
26.3 %
(a) Corporate and unallocated includes amortization of capitalized interest, capitalization and amortization of indirect costs
related to homebuilding activities, as well as capitalized interest and capitalized indirect costs impaired in order to reflect
projects in progress assets at fair value, when applicable.
33
Our homebuilding gross profit decreased by $24.5 million to $413.6 million for the fiscal year ended September 30, 2024,
compared to $438.1 million in the prior year. The decrease in homebuilding gross profit was primarily driven by a decrease in
gross margin of 190 basis points to 18.0%, partially offset by an increase in homebuilding revenue of $94.6 million. However,
as shown in the tables above, the comparability of our gross profit and gross margin was modestly impacted by impairments
and abandonment charges which increased by $1.4 million and interest amortized to homebuilding cost of sales which
decreased by $0.8 million year-over-year (refer to Note 4 and Note 5 of the notes to the consolidated financial statements in this
Form 10-K for additional details). When excluding the impact of impairments and abandonment charges and interest amortized
to homebuilding cost of sales, homebuilding gross profit decreased by $24.0 million compared to the prior year while
homebuilding gross margin decreased by 200 basis points to 21.1%. The year-over-year decrease in gross margin for the fiscal
year ended September 30, 2024 was primarily driven by changes in product and community mix and an increase in closing cost
incentives.
West Segment: Compared to the prior fiscal year, homebuilding gross profit decreased by $0.9 million due to lower gross
margin, partially offset by an increase in homebuilding revenue. Homebuilding gross margin, excluding impairments and
abandonments, decreased to 21.3%, down from 23.8% in the prior year. The decrease in gross margin was primarily driven by
changes in product and community mix and an increase in closing cost incentives.
East Segment: Compared to the prior fiscal year, homebuilding gross profit decreased by $15.6 million due to a decrease in
homebuilding revenue and lower gross margin. Homebuilding gross margin, excluding impairments and abandonments,
decreased to 18.1%, down from 20.5% in the prior year. The decrease in gross margin was primarily driven by changes in
product and community mix, an increase in price concessions, and an increase in closing cost incentives.
Southeast Segment: Compared to the prior fiscal year, homebuilding gross profit decreased by $13.0 million due to a decrease
in homebuilding revenue and lower gross margin. Homebuilding gross margin, excluding impairments and abandonments,
decreased to 22.0%, down from 22.9% in the prior year. The decrease in gross margin was primarily driven by changes in
product and community mix and an increase in closing cost incentives.
Measures of homebuilding gross profit and gross margin after excluding inventory impairments and abandonments, interest
amortized to cost of sales, and other non-recurring items are non-GAAP financial measures. These measures should not be
considered alternatives to homebuilding gross profit and gross margin determined in accordance with GAAP as an indicator of
operating performance.
In particular, the magnitude and volatility of non-cash inventory impairments and abandonment charges for the Company and
other homebuilders have been significant historically and, as such, have made financial analysis of our industry more difficult.
Homebuilding metrics excluding these charges, as well as interest amortized to cost of sales and other similar presentations by
analysts and other companies, are frequently used to assist investors in understanding and comparing the operating
characteristics of homebuilding activities by eliminating many of the differences in companies' respective level of impairments
and levels of debt. Management believes these non-GAAP measures enable holders of our securities to better understand the
cash implications of our operating performance and our ability to service our debt obligations as they currently exist, and as
additional indebtedness is incurred in the future. These measures are also useful internally, helping management to compare
operating results and to measure cash available for discretionary spending.
In a given period, our reported gross profit is generated from both communities previously impaired and communities not
previously impaired. In addition, as indicated above, certain gross profit amounts arise from recoveries of prior period costs,
including warranty items that are not directly tied to communities generating revenue in the period. Home closings from
communities previously impaired would, in most instances, generate very low or negative gross margins prior to the impact of
the previously recognized impairment. Gross margin for each home closing is higher for a particular community after an
impairment because the carrying value of the underlying land was previously reduced to the present value of future cash flows
as a result of the impairment, leading to lower cost of sales at the home closing. This improvement in gross margin resulting
from one or more prior impairments is frequently referred to in the aggregate as the “impairment turn” or “flow-back” of
impairments within the reporting period. The amount of this impairment turn may exceed the gross margin for an individual
impaired asset if the gross margin for that asset prior to the impairment would have been negative. The extent to which this
impairment turn is greater than the reported gross margin for the individual asset is related to the specific historical cost basis of
that individual asset.
34
The asset valuations that result from our impairment calculations are based on discounted cash flow analyses and are not
derived by simply applying prospective gross margins to individual communities. As such, impaired communities may have
gross margins that are somewhat higher or lower than the gross margins for unimpaired communities. The mix of home
closings in any particular quarter varies to such an extent that comparisons between previously impaired and never impaired
communities would not be a reliable way to ascertain profitability trends or to assess the accuracy of previous valuation
estimates. In addition, since any amount of impairment turn is tied to individual lots in specific communities, it will vary
considerably from period to period. As a result of these factors, we review the impairment turn impact on gross margin on a
trailing 12-month basis rather than a quarterly basis as a way of considering whether our impairment calculations are resulting
in gross margins for impaired communities that are comparable to our unimpaired communities. For fiscal 2024, our
homebuilding gross margin was 18.0% and excluding interest and inventory impairments and abandonments, it was 21.1%. For
the same period, homebuilding gross margin was as follows in those communities that have previously been impaired, which
represented 88 homes and 2.0% of total closings during fiscal 2024:
Homebuilding Gross Margin from previously impaired communities:
Pre-impairment turn gross margin
(2.2) %
Impact of interest amortized to COS related to these communities
2.5 %
Pre-impairment turn gross margin, excluding interest amortization
0.3 %
Impact of impairment turns
21.2 %
Gross margin (post impairment turns), excluding interest amortization
21.4 %
For further discussion of our impairment policies, refer to Note 2 and Note 4 of the notes to consolidated financial statements in
this Form 10-K.
Land Sales and Other Revenue and Gross Profit
Land sales relate to land and lots sold that do not fit within our homebuilding programs or strategic plans. We also have other
revenue related to title examinations provided for our homebuyers in certain markets. The following tables summarize our land
sales and other revenue and related gross profit by reportable segment for the periods presented:
$ in thousands
Land Sales and Other Revenue
2024
2023
2022
24 v 23
23 v 22
West
$
18,680 $
4,945 $
3,783
277.8 %
30.7 %
East
17,595
2,365
5,149
644.0 %
(54.1) %
Southeast
938
1,075
5,536
(12.7) %
(80.6) %
Total
$
37,213 $
8,385 $
14,468
343.8 %
(42.0) %
$ in thousands
Land Sales and Other Gross Profit (Loss)
2024
2023
2022
24 v 23
23 v 22
West
$
4,438 $
2,989 $
734
48.5 %
307.2 %
East
6,391
736
4,206
768.3 %
(82.5) %
Southeast
688
850
984
(19.1) %
(13.6) %
Corporate and unallocated(a)
(834)
—
(566)
n/m(b)
100.0 %
Total
$
10,683 $
4,575 $
5,358
133.5 %
(14.6) %
(a) Includes capitalized interest and capitalized indirect costs expensed to land cost of sale related to land sold, as well as
capitalized interest and capitalized indirect costs impaired in order to reflect land held for sale assets at net realizable value.
(b) n/m - indicates the percentage is "not meaningful."
For the fiscal year ended September 30, 2024, land sales and other revenue increased by 343.8% to $37.2 million, and land
sales and other gross profit increased by 133.5% to $10.7 million compared to the prior year. Year-over-year fluctuations on
land sales and other revenue are primarily driven by the timing and volume of land and lot sales closings. Land sales and other
gross profit are primarily impacted by the profitability of individual land and lot sale transactions as well as the volume of our
title examinations operations. Future land and lot sales will depend on a variety of factors, including local market conditions,
individual community performance, and changing strategic plans.
35
Operating Income
The table below summarizes operating income by reportable segment for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
24 v 23
23 v 22
West
$
189,739 $
205,850 $
253,961 $
(16,111) $
(48,111)
East
52,898
65,021
102,146
(12,123)
(37,125)
Southeast
45,666
57,326
68,726
(11,660)
(11,400)
Corporate and Unallocated(a)
(145,277)
(150,944)
(152,342)
5,667
1,398
Operating income
$
143,026 $
177,253 $
272,491 $
(34,227) $
(95,238)
(a) Includes amortization of capitalized interest, capitalization and amortization of indirect costs, impairment of capitalized
interest and capitalized indirect costs, when applicable, expenses related to numerous shared services functions that benefit all
segments but are not allocated to the operating segments reported above, including information technology, treasury,
corporate finance, legal, branding and national marketing, and certain other amounts that are not allocated to our operating
segments.
Our operating income decreased by $34.2 million to $143.0 million for the year ended September 30, 2024, compared to
operating income of $177.3 million for year ended September 30, 2023, primarily driven by the previously discussed decrease
in gross profit, higher commissions expense on higher homebuilding revenue, and higher sales and marketing costs, partially
offset by lower other G&A expenses.
West Segment: The $16.1 million decrease in operating income compared to the prior year was primarily due to higher
commissions on higher homebuilding revenue, higher sales and marketing expenses, and higher other G&A expenses, partially
offset by an increase in gross profit in the segment.
East Segment: The $12.1 million decrease in operating income compared to the prior year was primarily due to the decrease in
gross profit previously discussed and higher sales and marketing expenses in the segment.
Southeast Segment: The $11.7 million decrease in operating income compared to the prior year was primarily due to the
decrease in gross profit previously discussed, partially offset by lower other G&A expenses in the segment.
Corporate and Unallocated: Our corporate and unallocated results include amortization of capitalized interest, capitalization
and amortization of indirect costs, impairment of capitalized interest and capitalized indirect costs, expenses for various shared
services functions that benefit all segments but are not allocated, including information technology, treasury, corporate finance,
legal, branding and national marketing, and certain other amounts that are not allocated to our operating segments. For the fiscal
year ended September 30, 2024, corporate and unallocated net expenses decreased by $5.7 million from the prior fiscal year,
primarily due to lower amortization of capitalized indirect costs to cost of sales.
Below operating income, we had the following noteworthy year-over-year fluctuations for the fiscal year ended September 30,
2024 compared to the prior year. Specifically, within other income, net, (1) we recognized a gain on sale of investment of $8.6
million during the year ended September 30, 2024 compared to no such transaction in the prior year period (See the
"Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)" section above for further discussion on this
transaction), and (2) we recognized higher investment income year-over year due to changes in fair value of our deferred
compensation plan assets and higher distributions of income from unconsolidated entities during the year-ended September 30,
2024 compared to the prior year.
Income Taxes
We recognized income tax expense from continuing operations of $18.9 million for the fiscal year ended September 30, 2024,
compared to income tax expense from continuing operations of $24.0 million and $53.3 million for our fiscal years ended
September 30, 2023 and 2022, respectively. Income tax expense in our fiscal 2024, 2023 and 2022 primarily resulted from
income generated in the fiscal year and permanent book/tax differences, partially offset by the generation of additional federal
tax credits. Refer to Note 12 of the notes to the consolidated financial statements in this Form 10-K for a further discussion of
our income taxes.
36
Liquidity and Capital Resources
Our sources of liquidity include, but are not limited to, cash from operations, proceeds from Senior Notes, our Senior
Unsecured Revolving Credit Facility (the Unsecured Facility), and other bank borrowings, the issuance of equity and equity-
linked securities, and other external sources of funds. Our short-term and long-term liquidity depends primarily upon our level
of net income, working capital management (cash, accounts receivable, accounts payable and other liabilities), and available
credit facilities.
Net changes in cash, cash equivalents, and restricted cash are as follows for the periods presented:
in thousands
2024
2023
2022
Net cash (used in) provided by operating activities
$
(137,545) $
178,057 $
81,074
Net cash used in investing activities
(30,012)
(29,670)
(14,709)
Net cash provided by (used in) financing activities
23,878
(13,926)
(88,680)
Net (decrease) increase in cash, cash equivalents, and restricted
cash
$
(143,679) $
134,461 $
(22,315)
Operating Activities
Net cash used in operating activities was $137.5 million for the fiscal year ended September 30, 2024. The primary drivers of
operating cash flows are typically cash earnings and changes in inventory levels, including land acquisition and development
spending. Net cash used in operating activities during the period was primarily driven by an increase in inventory of $282.1
million resulting from land acquisition, land development, and house construction spending to support continued growth and a
net increase in non-inventory working capital of $30.2 million, partially offset by income before income taxes of $159.1
million, which included $15.7 million of non-cash charges.
Net cash provided by operating activities was $178.1 million for the fiscal year ended September 30, 2023. Net cash provided
by operating activities during the period was primarily driven by income before income taxes of $182.5 million, which included
$21.8 million of non-cash charges, partially offset by a net increase in non-inventory working capital of $11.5 million and an
increase in inventory of $14.7 million resulting from land acquisition, land development, and house construction spending to
support continued growth.
Investing Activities
Net cash used in investing activities for the fiscal year ended September 30, 2024 was $30.0 million, primarily driven by capital
expenditures for model homes and information systems infrastructure, and investments in securities.
Net cash used in investing activities for the fiscal year ended September 30, 2023 was $29.7 million, primarily driven by capital
expenditures for model homes and information systems infrastructure, and investments in securities.
Financing Activities
Net cash provided by financing activities was $23.9 million for the fiscal year ended September 30, 2024, primarily driven by
inflows from the issuance of the 2031 Notes, partially offset by outflows from redemption of our 2025 Notes, debt issuance
costs related to the 2031 Notes and extension of the term of our Unsecured Facility (see Note 7), repurchases of common stock,
and tax payments for stock-based compensation awards vesting.
Net cash used in financing activities was $13.9 million for the fiscal year ended September 30, 2023, primarily driven by the
repurchases of a portion of our 2025 Notes, debt issuance costs for the Unsecured Facility, and tax payments for stock-based
compensation awards vesting.
Financial Position
As of September 30, 2024, our liquidity position consisted of $203.9 million in cash and cash equivalents and $300.0 million of
remaining capacity under the Unsecured Facility, compared to $345.6 million in cash and cash equivalents and $265.0 million
of remaining capacity under the Unsecured Facility as of September 30, 2023. Meanwhile, we invested $776.5 million and
$573.1 million in land acquisition and land development during the fiscal years ended September 30, 2024 and September 30,
2023, respectively.
37
While we believe we possess sufficient liquidity, we are mindful of potential short-term or seasonal requirements for enhanced
liquidity that may arise to operate and grow our business. As of the date of this report, we believe we have adequate capital
resources and sufficient access to external financing sources to satisfy our current and long-term liquidity needs for funds to
conduct our operations and meet other needs in the ordinary course of our business, however, we are continually reviewing our
capital resources to determine whether we can meet our short- and long-term goals, and we may require additional capital to do
so.
At times, we may also engage in capital markets, bank loans, project debt or other financial transactions, including the
repurchase of debt or potential new issuances of debt or equity securities to support our business needs. The amounts involved
in these transactions, if any, may be material. In addition, as necessary or desirable, we may adjust or amend the terms of and/or
expand the capacity of the Unsecured Facility, or enter into additional letter of credit facilities, or other similar facility
arrangements, in each case with the same or other financial institutions, or allow any such facilities to mature or expire.
Debt
We generally fulfill our short-term cash requirements with cash generated from our operations and available borrowings.
Additionally, our Unsecured Facility provides working capital and letter of credit capacity of $300.0 million, which includes a
letter of credit capacity of $100.0 million. As of September 30, 2024, no borrowings and no letters of credit were outstanding
under the Unsecured Facility, resulting in a remaining borrowing capacity of $300.0 million. See Note 7 of the notes to the
consolidated financial statements in this Form 10-K for further discussion.
We have also entered into a number of stand-alone letter of credit agreements with banks, secured with cash or certificates of
deposit. These combined facilities provide for letter of credit needs collateralized by either cash or assets of the Company. We
currently have $36.4 million of outstanding letters of credit under these facilities.
In the future, we may from time to time seek to continue to retire or purchase our outstanding debt through cash repurchases or
in exchange for other debt securities, in open market purchases, privately negotiated transactions, or otherwise. In addition, any
material variance from our projected operating results could require us to obtain additional equity or debt financing. There can
be no assurance that we will be able to complete any of these transactions in the future on favorable terms or at all. See Note 7
of the notes to the consolidated financial statements in this Form 10-K for additional details related to our borrowings.
Supplemental Guarantor Information
As discussed in Note 7 of the notes to the consolidated financial statements in this Form 10-K, the Company's obligations to
pay principal and interest under certain debt agreements are guaranteed on a joint and several basis by substantially all of the
Company's subsidiaries. Some of the immaterial subsidiaries do not guarantee the Senior Notes. The guarantees are full and
unconditional. Summarized financial information is not presented for Beazer Homes USA, Inc. and the guarantor subsidiaries
on a combined basis as the assets, liabilities and results of operations of the combined issuer and guarantors of the guaranteed
security are not materially different than corresponding amounts presented in the consolidated financial statements of the parent
company.
Credit Ratings
Our credit ratings are periodically reviewed by rating agencies. In June 2024, S&P reaffirmed the Company’s corporate credit
rating of B+ and reaffirmed the Company's outlook of stable. In October 2024, Moody's reaffirmed the Company's issuer
corporate family rating of B1 and reaffirmed the Company's outlook of stable. In addition, our Senior Notes have a rating of B+
and B1 per S&P and Moody's, respectively. These ratings and our current credit condition affect, among other things, our
ability to access new capital. These ratings are not recommendations to buy, sell or hold debt securities. Negative changes to
these ratings may result in more stringent covenants and higher interest rates under the terms of any new debt. Our credit ratings
could be lowered, or rating agencies could issue adverse commentaries in the future, which could have a material adverse effect
on our business, financial condition, results of operations, and liquidity. In particular, a weakening of our financial condition,
including any further increase in our leverage or decrease in our profitability or cash flows, could adversely affect our ability to
obtain necessary funds, could result in a credit rating downgrade or change in outlook, or could otherwise increase our cost of
borrowing.
38
Stock Repurchases and Dividends Paid
In May 2022, the Company's Board of Directors approved a share repurchase program that authorizes the Company to
repurchase up to $50.0 million of its outstanding common stock. The repurchase program has no expiration date. During the
fiscal year ended September 30, 2024, the Company repurchased 455 thousand shares of its common stock for $12.9 million at
an average price per share of $28.41 through open market transactions. All shares have been retired upon repurchase. As of
September 30, 2024, the remaining availability of the share repurchase program was $28.9 million.
No share repurchases were made during fiscal year 2023. During the fiscal year ended September 30, 2022, the Company
repurchased 570 thousand shares of its common stock for $8.2 million at an average price per share of $14.33 through open
market transactions.
The indentures under which our Senior Notes were issued contain certain restrictive covenants, including limitations on our
payment of dividends. There were no dividends paid during our fiscal years ended September 30, 2024, 2023 or 2022.
Off-Balance Sheet Arrangements and Aggregate Contractual Commitments
Lot Option Agreements
In addition to purchasing land directly, we control a portion of our land supply through lot option agreements with land
developers and land bankers, which generally require the payment of cash or issuance of an irrevocable letter of credit or surety
bond for the right to acquire lots during a specified period of time at a specified price. In recent years, we have focused on
increasing our lot option agreement usage to minimize risk as we grow our land position. As of September 30, 2024, we
controlled 28,538 lots, which includes 272 lots of land held for future development and 362 lots of land held for sale. Of the
27,904 total active lots, we controlled 16,125 of these lots, or 57.8%, through option agreements, as compared to 14,490 active
lots controlled, or 56.7% of our total active lots, through option agreements as of September 30, 2023. Lot option agreements
allow us to position for future growth while providing the flexibility to respond to market conditions by renegotiating the terms
of the options prior to exercise or terminating the agreement.
Under option agreements, purchase of the properties is contingent upon satisfaction of certain requirements by us and the
sellers, and our liability is generally limited to forfeiture of the non-refundable deposits, letters of credit or surety bonds, and
other non-refundable amounts incurred, which totaled $227.8 million as of September 30, 2024. The total remaining purchase
price, net of cash deposits, committed under all options was $1.46 billion as of September 30, 2024. Subject to market
conditions and our liquidity, we may further expand our use of option agreements to supplement our owned inventory supply.
We expect to exercise, subject to market conditions and seller satisfaction of contract terms, most of our option agreements.
Various factors, some of which are beyond our control, such as market conditions, weather conditions, and the timing of the
completion of development activities, will have a significant impact on the timing of option exercises or whether lot options
will be exercised at all.
We have historically funded the exercise of lot options with operating cash flows. We expect these sources to continue to be
adequate to fund anticipated future option exercises. Therefore, we do not anticipate that the exercise of our lot options will
have a material adverse effect on our liquidity.
Letters of Credit and Surety Bonds
In connection with the development of our communities, we are frequently required to provide performance, maintenance, and
other bonds and letters of credit in support of our related obligations with respect to such developments. The amount of such
obligations outstanding at any time varies in accordance with our pending development activities. In the event any such bonds
or letters of credit are drawn upon, we would be obligated to reimburse the issuer of such bonds or letters of credit. We had
outstanding letters of credit and surety bonds of $36.4 million and $332.2 million, respectively, as of September 30, 2024,
primarily related to our obligations to local governments to construct roads and other improvements in various developments.
39
Contractual Commitments
The following table summarizes our aggregate contractual commitments as of September 30, 2024:
Payments Due by Period
in thousands
Total
Less than 1 Year
1-3 Years
3-5 Years
More than 5
Years
Senior notes and junior subordinated
notes(a)
$
1,058,028 $
— $
— $
357,255 $
700,773
Interest commitments under senior notes
and junior subordinated notes(b)
410,089
72,989
145,979
105,751
85,370
Obligations related to lots under option
1,458,679
563,709
631,509
191,595
71,866
Operating leases
24,875
4,572
7,332
5,887
7,084
Uncertain tax positions(c)
—
—
—
—
—
Total
$
2,951,671 $
641,270 $
784,820 $
660,488 $
865,093
(a) For a listing of our borrowings, refer to Note 7 of the notes to the consolidated financial statements in this Form 10-K.
(b) Interest on variable rate obligations is based on rates effective as of September 30, 2024.
(c) Based on its current inventory of uncertain tax positions and tax carryforward attributes, the Company does not expect a cash
settlement of unrecognized tax benefits related to uncertain tax positions in future years. See Note 12 of the notes to the
consolidated financial statements in this Form 10-K for additional information regarding the Company's unrecognized tax
benefits related to uncertain tax positions as of September 30, 2024.
We had outstanding letters of credit and surety bonds of $36.4 million and $332.2 million, respectively, as of September 30,
2024, primarily related to our obligations to local governments to construct roads and other improvements in various
developments.
Critical Accounting Estimates
Our critical accounting policies require the use of judgment in their application and in certain cases require estimates of
inherently uncertain matters. Although our accounting policies are in compliance with accounting principles generally accepted
in the United States of America (GAAP), a change in the facts and circumstances of the underlying transactions could
significantly change the application of the accounting policies and the resulting financial statement impact. Listed below are
those policies that we believe are critical and require the use of complex judgment in their application.
Inventory Valuation - Projects in Progress
Projects in progress inventory includes homes under construction and land under development grouped together as
communities. Generally, upon the commencement of land development activities, it may take three to five years (depending on,
among other things, the size of the community and its sales pace) to fully develop, sell, construct and close all the homes in a
typical community. Projects in progress are stated at cost unless facts and circumstances indicate that the carrying value of the
assets may not be recoverable.
We assess our projects in progress inventory for indicators of impairment at the community level on a quarterly basis. We
evaluate, among other things, the average sales price and margins on recent home closings, homes in backlog and expected
future home sales for each community. If indicators of impairment are present for a community with more than ten homes
remaining to close, we perform a recoverability test by comparing the expected undiscounted cash flows for the community to
its carrying value. For those communities whose carrying values exceed the aggregate undiscounted cash flows, we perform a
discounted cash flow analysis to determine the fair value of the community, and impairment charges are recorded if the fair
value of the community's inventory is less than its carrying value.
40
There is uncertainty associated with preparing the undiscounted cash flow analyses because future market conditions will
almost certainly be different, either better or worse, than current conditions. Significant valuation assumptions include expected
pace of closings, average sales price, expected costs for land development, direct construction, overhead, and interest. The risk
of over or under-stating any of the important cash flow variables is greater with longer-lived communities and within markets
that have historically experienced greater home price volatility. To address these risks, we consider home price and construction
cost appreciation in future years for certain communities that are expected to be selling for more than a year and/or if the market
has typically exhibited high levels of price volatility. Absent these assumptions on cost and sales price appreciation, we believe
the long-term cash flow analysis would be unrealistic. Finally, we also ensure that the pace of sales and closings used in our
undiscounted cash flow analyses are reasonable by considering seasonal variations in sales and closings, our development
schedules and what we have achieved historically, and by comparing to those achieved by our competitors for comparable
communities.
The fair value of the community is estimated based on the present value of the estimated future cash flows using discount rates
commensurate with the risk associated with the underlying community. The discount rate used may be different for each
community. The factors considered when determining an appropriate discount rate for a community include, among others: (1)
community specific factors such as product types, development stage and expected duration of the project, and the competitive
factors influencing the sales performance of the community and (2) local market factors such as employment levels, consumer
confidence and the existing supply of new and used homes for sale. The assumptions used in the determination of fair value of
projects in progress communities are based on factors known to us at the time such estimates are made and our expectations of
future operations and market conditions. Due to uncertainties in the estimation process, the significant volatility in market
conditions, the long life cycles of many communities, and potential changes in our strategy related to certain communities,
actual results could differ significantly from our estimates.
Warranty Reserves
The adequacy of our warranty reserves is based on historical experience and management's estimate of the costs to remediate
any claims. Our review includes a quarterly analysis of the historical data and trends in warranty expense by division. An
analysis by division allows us to consider market specific factors such as our warranty experience, the number of home
closings, the prices of homes, product mix, and other data in estimating our warranty reserves. In addition, our analysis also
factors in the existence of any non-recurring or community-specific warranty matters that might not be contemplated in our
historical data and trends that may need to be separately estimated based on management's judgment of the ultimate cost of
repair for that specific issue.
At September 30, 2024, our warranty reserve was $12.7 million, reflecting an accrual range of 0.3% to 1.1% of total revenue
recognized for each home closed depending on our loss history in the division in which the home was built. A ten basis point
increase in our warranty reserve rate would have increased our accrual and corresponding cost of sales by $2.5 million as of
September 30, 2024.
There were no material changes in assumptions in calculating our reserve balance for the year ended September 30, 2024.
Our estimation process is discussed in Note 8 of notes to the consolidated financial statements in this Form 10-K. While we
believe that our current warranty reserves are adequate, there can be no assurances that historical data and trends will accurately
predict our actual warranty costs or that future developments might not lead to a significant change in the reserve.
Income Taxes - Valuation Allowance
The carrying amounts of deferred tax assets are reduced by a valuation allowance if an assessment of their components
indicates that it is more likely than not that all or some portion of these assets will not be realized. Judgment is required in
estimating valuation allowances for deferred tax assets. The realization of a deferred tax asset ultimately depends on the
existence of sufficient taxable income in either the carryback or carryforward periods under tax law. We assess the need for
valuation allowances for deferred tax assets based on more-likely-than-not realization threshold criteria. In our assessment,
appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This
assessment considers, among other matters, (1) the nature, frequency and severity of any current and cumulative losses; (2)
forecasts of future profitability; (3) the duration of statutory carryforward periods; (4) our experience with operating loss and
tax credit carryforwards not expiring unused; (5) the Section 382 limitation on our ability to carryforward pre-ownership
change net operating losses; (6) recognized built-in losses or deductions; and (7) tax planning alternatives.
41
Our assessment of the need for the valuation of deferred tax assets includes assessing the likely future tax consequences of
events that have been recognized in our financial statements or tax returns. We base our estimate of deferred tax assets and
liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes.
Changes in existing tax laws or rates could affect actual tax results and future business results may affect the amount of deferred
tax liabilities or the valuation of deferred tax assets over time. Our analysis includes several scenarios with both increases and
decreases in our estimates of operating income across future periods. Routine or cyclical reductions in our pre-tax earnings
would not have changed our assessment of our ability to utilize various tax carryforwards. In addition to various company-
specific factors, we consider several positive and negative external factors that may impact our estimates. These factors may
include broad economic considerations such as mortgage interest rates, the relative health of the U.S. economy and employment
levels, as well as industry or market specific factors such as housing supply and demand outlook.
In fiscal 2024, our conclusions about our ability to more likely than not realize all of our federal and certain state tax attributes
remain consistent with our prior determinations. We considered positive factors including our recent earnings levels, interest
savings from our debt reduction strategies, shortage in housing supply, and our backlog. The negative factors included the
overall health of the broader economy, elevated mortgage interest rates, and softening housing demand due to affordability
challenges.
Our accounting for deferred tax consequences represents our best estimate of future events. It is possible there will be changes
that are not anticipated in our current estimates. If those changes resulted in significant and sustained reductions in our pre-tax
earnings or our utilization of existing tax carryforwards, it is likely such changes would have a material impact on our financial
condition or results of operations. The nature and amounts of the various tax attributes comprising our deferred tax assets are
discussed in Note 12 of notes to the consolidated financial statements in this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a number of market risks in the ordinary course of business. Our primary market risk exposure relates to
fluctuations in interest rates. We do not believe that our exposure in this area is material to our cash flows or results of
operations. As of September 30, 2024, we had variable rate debt outstanding, totaling $76.4 million. A one percent increase in
the interest rate for these notes would result in an increase in our interest expense of approximately $1.0 million over the next
twelve-month period. The estimated fair value of our fixed rate debt as of September 30, 2024 was $976.5 million, compared to
a carrying amount of $948.9 million. The effect of a hypothetical one-percentage point decrease in our estimated discount rates
would increase the estimated fair value of the fixed rate debt instruments from $976.5 million to $1.02 billion as of
September 30, 2024.
42
Item 8. Financial Statements and Supplementary Data
BEAZER HOMES USA, INC.
CONSOLIDATED BALANCE SHEETS
in thousands (except share and per share data)
September 30,
2024
September 30,
2023
ASSETS
Cash and cash equivalents
$
203,907 $
345,590
Restricted cash
38,703
40,699
Accounts receivable (net of allowance of $284 and $284, respectively)
65,423
45,598
Owned inventory
2,040,640
1,756,203
Deferred tax assets, net
128,525
133,949
Property and equipment, net
38,628
31,144
Operating lease right-of-use assets
18,356
17,398
Goodwill
11,376
11,376
Other assets
45,969
29,076
Total assets
$
2,591,527 $
2,411,033
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable
$
164,389 $
154,256
Operating lease liabilities
19,778
18,969
Other liabilities
149,900
156,961
Total debt (net of debt issuance costs of $8,310 and $5,759, respectively)
1,025,349
978,028
Total liabilities
1,359,416
1,308,214
Stockholders’ equity:
Preferred stock (par value $0.01 per share, 5,000,000 shares authorized, no shares
issued)
—
—
Common stock (par value $0.001 per share, 63,000,000 shares authorized, 31,047,510
issued and outstanding and 31,351,434 issued and outstanding, respectively)
31
31
Paid-in capital
853,895
864,778
Retained earnings
378,185
238,010
Total stockholders’ equity
1,232,111
1,102,819
Total liabilities and stockholders’ equity
$
2,591,527 $
2,411,033
See accompanying notes to consolidated financial statements.
43
BEAZER HOMES USA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year Ended September 30,
in thousands (except per share data)
2024
2023
2022
Total revenue
$
2,330,197 $
2,206,785 $
2,316,988
Home construction and land sales expenses
1,903,907
1,763,449
1,776,518
Inventory impairments and abandonments
1,996
641
2,963
Gross profit
424,294
442,695
537,507
Commissions
80,056
73,450
74,336
General and administrative expenses
186,345
179,794
177,320
Depreciation and amortization
14,867
12,198
13,360
Operating income
143,026
177,253
272,491
(Loss) gain on extinguishment of debt, net
(437)
(546)
309
Other income, net
16,496
5,939
1,189
Income from continuing operations before income taxes
159,085
182,646
273,989
Expense from income taxes
18,910
23,958
53,271
Income from continuing operations
140,175
158,688
220,718
Loss from discontinued operations, net of tax
—
(77)
(14)
Net income
$
140,175 $
158,611 $
220,704
Weighted-average number of shares:
Basic
30,548
30,353
30,432
Diluted
30,953
30,747
30,796
Basic income per share:
Continuing operations
$
4.59 $
5.23 $
7.25
Discontinued operations
—
—
—
Total
$
4.59 $
5.23 $
7.25
Diluted income per share:
Continuing operations
$
4.53 $
5.16 $
7.17
Discontinued operations
—
—
—
Total
$
4.53 $
5.16 $
7.17
See accompanying notes to consolidated financial statements.
44
BEAZER HOMES USA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
Paid-in
Capital
(Accumulated
Deficit)
Retained
Earnings
in thousands
Shares
Amount
Total
Balance as of September 30, 2021
31,294 $
31 $
866,158 $ (141,305) $
724,884
Net income and comprehensive income
—
—
—
220,704
220,704
Stock-based compensation expense
—
—
8,478
—
8,478
Stock option exercises
1
—
5
—
5
Shares issued under employee stock plans, net
518
—
—
—
—
Forfeiture and other settlements of restricted stock
(55)
—
—
—
—
Common stock redeemed for tax liability
(308)
—
(6,631)
—
(6,631)
Share repurchases
(570)
—
(8,154)
—
(8,154)
Balance as of September 30, 2022
30,880 $
31 $
859,856 $
79,399 $
939,286
Net income and comprehensive income
—
—
—
158,611
158,611
Stock-based compensation expense
—
—
7,275
—
7,275
Stock option exercises
14
—
262
—
262
Shares issued under employee stock plans, net
675
—
—
—
—
Forfeiture and other settlements of restricted stock
(12)
—
—
—
—
Common stock redeemed for tax liability
(206)
—
(2,615)
—
(2,615)
Balance as of September 30, 2023
31,351 $
31 $
864,778 $
238,010 $ 1,102,819
Net income and comprehensive income
—
—
—
140,175
140,175
Stock-based compensation expense
—
—
7,391
—
7,391
Stock option exercises
3
—
20
—
20
Shares issued under employee stock plans, net
387
1
—
—
1
Forfeiture and other settlements of restricted stock
(61)
—
—
—
—
Common stock redeemed for tax liability
(177)
—
(5,366)
—
(5,366)
Share repurchases
(455)
(1)
(12,928)
—
(12,929)
Balance as of September 30, 2024
31,048 $
31 $
853,895 $
378,185 $ 1,232,111
See accompanying notes to consolidated financial statements.
45
BEAZER HOMES USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Cash flows from operating activities:
Net income
$
140,175 $
158,611
$
220,704
Adjustments to reconcile net income to net cash (used in) provided
by operating activities:
Depreciation and amortization
14,867
12,198
13,360
Stock-based compensation expense
7,391
7,275
8,478
Inventory impairments and abandonments
1,996
641
2,963
Deferred and other income tax expense
18,910
23,936
53,267
(Gain) loss on disposal of fixed assets
(426)
1,113
(332)
Gain on sale of investment
(8,591)
—
—
Loss (gain) on extinguishment of debt, net
437
546
(309)
Changes in operating assets and liabilities:
Increase in accounts receivable
(19,825)
(9,708)
(10,205)
Decrease in income tax receivable
—
9,987
—
Increase in inventory
(282,061)
(14,749)
(231,445)
Decrease (increase) in other assets
341
(2,784)
(2,761)
Increase in trade accounts payable
10,133
10,615
10,250
(Decrease) increase in other liabilities
(20,892)
(19,624)
17,104
Net cash (used in) provided by operating activities
(137,545)
178,057
81,074
Cash flows from investing activities:
Capital expenditures
(22,353)
(20,334)
(15,048)
Proceeds from sale of fixed assets
428
445
339
Purchases of investment securities
(8,087)
(9,779)
—
Other
—
(2)
—
Net cash used in investing activities
(30,012)
(29,670)
(14,709)
Cash flows from financing activities:
Repayment of debt
(202,195)
(8,998)
(73,900)
Proceeds from issuance of debt
250,000
—
—
Repayment of borrowings from credit facility
(280,000)
—
(195,000)
Borrowings from credit facility
280,000
—
195,000
Debt issuance costs
(5,653)
(2,575)
—
Repurchase of common stock
(12,928)
—
(8,154)
Tax payments for stock-based compensation awards
(5,366)
(2,615)
(6,631)
Stock option exercises
20
262
5
Net cash provided by (used in) financing activities
23,878
(13,926)
(88,680)
Net (decrease) increase in cash, cash equivalents, and restricted cash
(143,679)
134,461
(22,315)
Cash, cash equivalents, and restricted cash at beginning of period
386,289
251,828
274,143
Cash, cash equivalents, and restricted cash at end of period
$
242,610 $
386,289
$
251,828
See accompanying notes to consolidated financial statements.
46
BEAZER HOMES USA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Description of Business
Beazer Homes USA, Inc. (“we,” “us,” “our,” “Beazer,” “Beazer Homes” or the “Company”) is a geographically diversified
homebuilder with active operations in 13 states within three geographic regions in the United States: the West, East, and
Southeast.
Our homes are designed to appeal to homeowners at different price points across various demographic segments and are
generally offered for sale in advance of their construction. Our objective is to provide our customers with homes that
incorporate extraordinary value at an affordable price, delivered through our three strategic differentiators of Mortgage Choice,
Choice Plans®, and Surprising Performance, while seeking to maximize our investment returns over the course of a housing
cycle.
(2) Basis of Presentation and Summary of Significant Accounting Policies
Basis of Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP), and present the consolidated financial position, income,
stockholders' equity, and cash flows of Beazer Homes USA, Inc. and its consolidated subsidiaries. Intercompany transactions
and balances have been eliminated in consolidation. Our net income is equivalent to our comprehensive income, so we have not
presented a separate statement of comprehensive income.
In the past, we have discontinued homebuilding operations in various markets. Results from certain of these exited markets are
reported as discontinued operations in the accompanying consolidated statements of operations for all periods presented.
Our fiscal year 2024 began on October 1, 2023 and ended on September 30, 2024. Our fiscal year 2023 began on October 1,
2022 and ended on September 30, 2023. Our fiscal year 2022 began on October 1, 2021 and ended on September 30, 2022.
Reclassification
Certain prior period amounts have been reclassified to conform to current period presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make informed estimates and
judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Accordingly,
actual results could differ from these estimates.
Cash and Cash Equivalents and Restricted Cash
We consider highly liquid investments with maturities of three months or less when acquired to be cash equivalents. As of
September 30, 2024, the majority of our cash and cash equivalents were on demand deposits with major banks. These assets
were valued at par and had no withdrawal restrictions. Restricted cash includes cash restricted by state law or a contractual
requirement, including cash collateral for our outstanding cash-secured letters of credit (refer to Note 7).
Accounts Receivable and Allowance
Accounts receivable include receivables from municipalities related to the development of utilities or other infrastructure, land
banker reimbursements to be received related to land development costs, rebates to be received from our suppliers, escrow
proceeds to be received from title companies associated with closed homes, and other miscellaneous receivables. Generally, we
receive cash from title companies within a few days of the home being closed. We regularly review our receivable balances for
collectability and record an allowance for expected credit losses.
47
Owned Inventory
Owned inventory includes land acquisition costs, land development costs, home construction costs, capitalized interest, real
estate taxes, direct overhead costs and capitalized indirect costs incurred during land development and home construction, and
common costs that benefit the entire community, less impairments, if any. Land acquisition, land development and other
common costs (both incurred and estimated to be incurred) are allocated to individual lots on a pro-rata basis, and the cost of
individual lots is transferred to homes under construction when home construction begins. Changes in estimated land and other
common costs to be incurred in a community are generally allocated to the remaining lots on a prospective basis. Home
construction costs are accumulated on a per-home basis. Cost of home closings includes the specific construction costs of the
home and the allocated lot costs. Refer to Note 4 for further discussion of our inventory balance.
Inventory Valuation - Projects in Progress
Projects in progress inventory includes homes under construction and land under development grouped together as
communities. Generally, upon the commencement of land development activities, it may take three to five years (depending on,
among other things, the size of the community and its sales pace) to fully develop, sell, construct and close all the homes in a
typical community. Projects in progress are stated at cost unless facts and circumstances indicate that the carrying value of the
assets may not be recoverable.
We assess our projects in progress inventory for indicators of impairment at the community level on a quarterly basis. We
evaluate, among other things, the average sales price and margins on recent home closings, homes in backlog and expected
future home sales for each community. If indicators of impairment are present for a community with more than ten homes
remaining to close, we perform a recoverability test by comparing the expected undiscounted cash flows for the community to
its carrying value. This undiscounted cash flow analysis requires important assumptions including, among other things, the
current and future home sale prices, margins and the pace of closings to occur in the future. For those communities whose
carrying values exceed the aggregate undiscounted cash flows, we perform a discounted cash flow analysis to determine the fair
value of the community, and impairment charges are recorded if the fair value of the community's inventory is less than its
carrying value.
The assumptions used in the determination of fair value of projects in progress communities are based on factors known to us at
the time such estimates are made and our expectations of future operations and market conditions. The fair value of the
community is estimated using the present value of the estimated future cash flows using discount rates commensurate with the
risk associated with the underlying community. Should the estimates or expectations used in determining estimated fair values
deteriorate in the future, we may be required to recognize additional impairment charges and write-offs related to these assets,
and such amounts could be material.
Inventory Valuation - Land Held for Future Development
Land held for future development consists of communities for which construction and development activities are expected to
occur in the future or have been idled. All applicable carrying costs, such as interest and real estate taxes, are expensed as
incurred. Land held for future development is stated at cost unless facts and circumstances indicate that the carrying value of the
assets may not be recoverable, such as the future enactment of a development plan or the occurrence of outside events. We
evaluate the potential plans for each community in land held for future development if changes in facts and circumstances occur
that would give rise to a more detailed analysis for a change in the status of a community.
Inventory Valuation - Land Held for Sale
Land held for sale includes land and lots that do not fit within our homebuilding programs or strategic plans in certain markets.
We record land held for sale at the lower of the asset's carrying value or fair value less costs to sell (net realizable value). Land
is classified as held for sale when the following criteria are met:
•
management has the authority and commits to a plan to sell the land;
•
the land is available for immediate sale in its present condition, subject only to terms that are usual and customary for
sales of land assets;
•
there is an active program to locate a buyer and the plan to sell the property has been initiated;
•
the sale of the land is probable within one year;
•
the property is being actively marketed at a reasonable sale price relative to its current fair value; and
48
•
it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.
We evaluate the net realizable value of a land held for sale asset when indicators of impairment are present. In determining the
fair value of the assets less cost to sell, we consider factors including current sales prices for comparable assets in the area,
recent market analysis studies, appraisals, any recent legitimate offers and listing prices of similar properties. If the current
carrying value of the asset exceeds the estimated fair value less cost to sell, the asset is impaired and written down to its
estimated fair value less cost to sell.
Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in
our analysis. Our assumptions about land sales prices require significant judgment because the market is highly sensitive to
changes in economic conditions. We calculate the estimated fair values of land held for sale based on current market conditions
and assumptions made by management, which may differ materially from actual results and may result in additional
impairments if market conditions deteriorate.
Lot Option Agreements and Variable Interest Entities (VIE)
In addition to purchasing land directly, we utilize lot option agreements that enable us to defer acquiring portions of properties
owned by third parties and unconsolidated entities until we have determined whether to exercise our lot option. The majority of
our lot option agreements require a non-refundable cash deposit or issuance of an irrevocable letter of credit or surety bond
based on a percentage of the purchase price of the land for the right to acquire lots during a specified period at a specified price.
Purchase of the properties under these agreements is contingent upon satisfaction of certain requirements by us and the sellers.
Under lot option agreements, our liability is generally limited to forfeiture of the non-refundable deposits, letters of credit or
surety bonds, and other non-refundable amounts incurred. If the Company cancels a lot option agreement, the cancellation
would result in a write-off of the related deposits and pre-acquisition costs, but would not expose the Company to the overall
risks or losses of the applicable entity we are purchasing from. We expect to exercise, subject to market conditions and seller
satisfaction of contract terms, most of our remaining option agreements. Various factors, some of which are beyond our control,
such as market conditions, weather conditions, and the timing of the completion of development activities, will have a
significant impact on the timing of option exercises or whether lot options will be exercised at all.
The following table provides a summary of our interests in lot option agreements as of September 30, 2024 and 2023:
September 30, 2024
September 30, 2023
in thousands
Deposits and non-refundable pre-acquisition costs incurred(a)
$
227,770 $
165,371
Remaining purchase price if lot option agreements are exercised
$
1,458,679 $
949,447
(a) Amount is included as a component of land under development within our owned inventory in the consolidated balance
sheets.
In accordance with Accounting Standards Codification (ASC) Topic 810, Consolidation (ASC 810), if the entity holding the
land under option is a VIE, the Company's deposit represents a variable interest in that entity. ASC 810 requires a company to
consolidate a VIE if the company is determined to be the primary beneficiary. To determine whether we are the primary
beneficiary of the VIE, we first evaluate whether we have the ability to control the activities of the VIE that most significantly
impact its economic performance. Such activities include, but are not limited to, (1) the ability to determine the budget and
scope of land development work, if any; (2) the ability to control financing decisions for the VIE; (3) the ability to acquire
additional land into the VIE or dispose of land in the VIE not under contract with Beazer; and (4) the ability to change or amend
the existing option agreement with the VIE. If we are not determined to control such activities, we are not considered the
primary beneficiary of the VIE and thus do not consolidate the VIE. If we do have the ability to control such activities, we will
continue our analysis by determining if we are expected to absorb a potentially significant amount of the VIE's losses or, if no
party absorbs the majority of such losses, if we will benefit from potentially a significant amount of the VIE's expected gains.
If we are the primary beneficiary of the VIE, we will consolidate the VIE even though creditors of the VIE have no recourse
against the Company. For those we consolidate, we record the remaining contractual purchase price under the applicable lot
option agreement, net of option deposits already paid, to consolidated inventory not owned with an offsetting increase to
obligations related to consolidated inventory not owned on our consolidated balance sheets. Also, to reflect the total purchase
price of this inventory on a consolidated basis, we present the related option deposits as consolidated inventory not owned. No
VIEs required consolidation as of September 2024 and 2023 because we have determined that we were not the primary
beneficiary of any VIEs.
49
Property and Equipment, Net
Our property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is computed on a straight-line
basis based on estimated useful lives as follows:
Asset Class
Useful Lives
Buildings and improvements
25 - 30 years
Information systems
Lesser of estimated useful life of the asset or 5 years
Furniture, fixtures and computer and office equipment
3 - 7 years
Model and sales office improvements
Lesser of estimated useful life of the asset or estimated life
of the community
Leasehold improvements
Lesser of the lease term or the estimated useful life of the
asset
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets from the businesses that we
acquire. The Company's entire goodwill balance is recorded in our Southeast reportable segment. The Company evaluates
goodwill for impairment at the reporting unit level annually during the fourth quarter or more often if indicators of impairment
exist.
The Company has the option to perform a qualitative or quantitative assessment to determine whether the fair value of a
reporting unit exceeds its carrying value. Qualitative factors may include, but are not limited to, economic conditions, industry
and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit
specific events. If after assessing these qualitative factors, the Company determines it is more likely than not that the fair value
of the reporting unit is less than the carrying value, then a quantitative assessment is performed.
The fair value of the reporting unit is estimated using a combination of the income approach, utilizing the discounted cash flow
method, and the market approach, utilizing readily available market valuation multiples. If the estimated fair value of the
reporting unit is less than its carrying value, an impairment will be recognized for the amount by which the carrying amount
exceeds the reporting unit’s fair value. Determining the fair value of a reporting unit under the quantitative goodwill impairment
assessment requires the Company to make estimates and assumptions regarding future operating results, cash flows (including
timing), discount rates, expected growth rates, capital expenditures and cost of capital, similar to those a market participant
would use to assess fair value. We also make certain assumptions about future economic conditions and other data. Many of the
factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in
future periods.
During the fourth quarter of 2024, the Company performed its annual goodwill impairment analysis and concluded our
goodwill was not impaired.
Other Assets
Our other assets principally include prepaid expenses, assets related to our deferred compensation plan (refer to Note 14 for a
discussion of our deferred compensation plan), investment securities, unamortized debt issuance costs on our Senior Unsecured
Revolving Credit Facility, and certificates of deposit used to secure our stand-alone letters of credit facilities (refer to Note 7 for
a discussion of our credit facilities) .
Other Liabilities
Our other liabilities principally include accrued compensations and benefits, accrued interest on our outstanding borrowings,
customer deposits, warranty reserves, litigation accruals, income tax liabilities and other accruals related to our operations.
Refer to Note 11 for details of our other liabilities.
50
Income Taxes
Our provision for income taxes is comprised of taxes that are currently payable and deferred taxes that relate to temporary
differences between financial reporting carrying values and tax bases of assets and liabilities. Deferred tax assets and liabilities
result from deductible or taxable amounts in future years when such assets and liabilities are recovered or settled and are
measured using the enacted tax rates and laws that are expected to be in effect when the assets and liabilities are recovered or
settled. We include any estimated interest and penalties on tax related matters in income taxes payable. We recognize the effect
of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are
measured at the largest amount that is greater than 50% likely of being realized. We record interest and penalties related to
unrecognized tax benefits in income tax expense within our consolidated statements of operations. Changes in recognition of
measurement are recorded in the period in which the change in judgment occurs. Refer to Note 12 for a detailed discussion of
our tax provision, deferred tax assets and valuation allowance.
Our income tax receivable for fiscal 2022 included the refundable portion of our alternative minimum tax (AMT) credit. We
received payment of $9.2 million AMT credit refund as well as interest payment of $0.4 million during our fiscal 2023.
Revenue Recognition
We recognize revenue upon the transfer of promised goods to our customers in an amount that reflects the consideration to
which we expect to be entitled by applying the process specified in ASC Topic 606, Revenue from Contracts with Customers.
The following table presents our total revenue disaggregated by revenue stream for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Homebuilding revenue
$
2,292,984 $
2,198,400 $
2,302,520
Land sales and other revenue
37,213
8,385
14,468
Total revenue(a)
$
2,330,197 $
2,206,785 $
2,316,988
(a) Please see Note 17 for total revenue disaggregated by reportable segment.
Homebuilding revenue
Homebuilding revenue is reported net of discounts and is generally recognized when title to and possession of the home is
transferred to the buyer at the closing date. The performance obligation to deliver the home is generally satisfied in less than
one year from the original contract date. Home sale contract assets consist of cash from home closings held by title companies
in escrow for our benefit, typically for less than five days, and are considered accounts receivable. Contract liabilities include
customer deposits related to sold but undelivered homes and totaled $18.7 million and $27.6 million as of September 30, 2024
and 2023, respectively. Of the customer liabilities outstanding as of September 30, 2023, $25.8 million was recognized in
revenue during the fiscal year ended September 30, 2024 upon closing of the related homes, and $1.6 million was refunded to
or forfeited by the buyer.
Land sales and other revenue
Land sales revenue relates to land that does not fit within our homebuilding programs or strategic plans. Land sales typically
require cash consideration on the closing date, which is generally when performance obligations are satisfied. We also provide
title examinations for our homebuyers in certain markets. Revenues associated with our title operations are recognized when
closing services are rendered and title insurance policies are issued, both of which generally occur as each home is closed.
Home Construction Expenses
Home construction expenses include the specific construction costs of the home and the allocated lot costs (land acquisition,
land development and other common costs are allocated to individual lots on a pro-rata basis based on the number of lots
remaining to close within the community). All home closing costs are charged to home construction expenses in the period
when the revenues from home closing are recognized.
Sales discounts and incentives include discounts on home prices, discounts on home building options and option upgrades, and
seller-paid financing or closing costs, including rate buydowns. Home price discounts and option discounts are accounted for as
a reduction in the sale price of the home, thereby decreasing the amount of revenue we recognize on that closing. All other sales
incentives are recognized as a cost of selling the home and are included in home construction expenses.
51
Estimated future warranty costs are charged to home construction expense in the period when the revenues from home closings
are recognized. Such estimated warranty costs generally range from 0.3% to 1.1% of total revenue recognized for each home
closed. Additional warranty costs are charged to home construction expenses as necessary based on management's estimate of
the costs to remediate existing claims. See Note 8 for a more detailed discussion of warranty costs and related reserves.
Advertising Costs
Advertising costs related to continuing operations of $19.9 million, $15.1 million and $14.4 million for our fiscal years 2024,
2023 and 2022, respectively, were expensed as incurred and were included in general and administrative (G&A) expenses in the
consolidated statements of operations.
Fair Value Measurements
Certain of our assets are required to be recorded at fair value on a recurring basis, for example, the fair value of our deferred
compensation plan assets is based on quoted market prices (Level 1) or market-corroborated inputs (Level 2). Certain of our
assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the
carrying value may not be recovered (Level 3). For example, we review our long-lived assets, including inventory, for
recoverability when factors indicate an impairment may exist, but no less than quarterly. Fair value is based on estimated cash
flows discounted for market risks associated with the long-lived assets. The fair value of certain of our financial instruments
approximates their carrying amounts due to the short maturity of these assets and liabilities or the variable interest rates on such
obligations. The fair value of our publicly-held debt is generally estimated based on quoted bid prices for these instruments
(Level 2). Certain of our other financial liabilities are estimated by discounting scheduled cash flows through maturity or using
market rates currently being offered on loans with similar terms and credit quality. See Note 9 for additional discussion of our
fair value measurements.
Stock-Based Compensation
We use the Black-Scholes option-pricing model to value our stock option grants. Restricted stock awards with market
conditions are valued using the Monte Carlo valuation method. Other restricted stock awards without market conditions are
valued based on the market price of the Company's common stock on the date of the grant. In addition, we reflect the benefits
of tax deductions in excess of recognized compensation cost as an operating cash outflow. Compensation cost arising from all
stock-based compensation awards is recognized as expense using the straight-line method over the vesting period and is
included in G&A in our consolidated statements of operations. See Note 15 for additional discussion of our stock-based
compensation.
Recent Accounting Pronouncements
Segment Reporting. In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands public entities’ segment disclosures by
requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and
included within each reported measure of segment profit or loss, an amount and description of its composition for other
segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 will be effective for
our fiscal year ending September 30, 2025 and for our interim periods starting in our first quarter of fiscal 2026. Early adoption
is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company is currently
evaluating the impact that the adoption of ASU 2023-07 may have on our consolidated financial statements and disclosures.
Income Taxes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The
amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the
rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for our fiscal year ending September 30,
2026. Early adoption is permitted and the amendments in this update should be applied on a prospective basis. The Company is
currently evaluating the impact that the adoption of ASU 2023-09 may have on our consolidated financial statements and
disclosures.
52
Income Statement Disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting
Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses. ASU 2024-03 requires disclosure of additional information about specific expense categories in the notes to the
financial statements. ASU 2024-03 will be effective for our fiscal year ending September 30, 2028. Early adoption is permitted
and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods
after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The
Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on our consolidated financial
statements and disclosures.
(3) Supplemental Cash Flow Information
The following table presents supplemental disclosure of non-cash and cash activity as well as a reconciliation of total cash
balances between the consolidated balance sheets and consolidated statements of cash flows for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Supplemental disclosure of non-cash activity:
Increase in operating lease right-of-use assets(a)
$
4,114 $
10,829 $
835
Increase in operating lease liabilities(a)
$
4,114 $
11,276 $
835
Derecognition of investment in unconsolidated entities(b)
$
— $
— $
3,641
Supplemental disclosure of cash activity:
Interest payments
$
75,226 $
67,342 $
70,132
Income tax payments
$
11,359 $
1,956 $
4,216
Tax refunds received
$
— $
9,987 $
—
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
$
203,907 $
345,590 $
214,594
Restricted cash
38,703
40,699
37,234
Total cash, cash equivalents, and restricted cash shown in the
statement of cash flows
$
242,610 $
386,289 $
251,828
(a) Represents leases renewed or additional leases that commenced during the fiscal years ended September 30, 2024, 2023 and
2022.
(b) Represents the derecognition of investment in unconsolidated entities associated with the carrying value of previously held
interest in Imagine Homes upon the acquisition of substantially all of the assets of Imagine Homes during the quarter ended
June 30, 2022.
53
(4) Owned Inventory
The components of our owned inventory are as follows as of September 30, 2024 and 2023:
in thousands
September 30, 2024
September 30, 2023
Homes under construction
$
754,705 $
644,363
Land under development
1,023,188
870,740
Land held for future development
19,879
19,879
Land held for sale
19,086
18,579
Capitalized interest
124,182
112,580
Model homes
99,600
90,062
Total owned inventory
$
2,040,640 $
1,756,203
Homes under construction include homes substantially finished and ready for delivery and homes in various stages of
construction, including costs of the underlying lot, direct construction costs and capitalized indirect costs. As of September 30,
2024, we had 2,315 homes under construction, including 1,154 spec homes totaling $360.9 million (827 in-process spec homes
totaling $231.4 million, and 327 finished spec homes totaling $129.5 million). As of September 30, 2023, we had 2,163 homes
under construction, including 779 spec homes totaling $218.0 million (645 in-process spec homes totaling $162.0 million, and
134 finished spec homes totaling $56.0 million).
Land under development consists principally of land acquisition, land development and other common costs. These land related
costs are allocated to individual lots on a pro-rata basis, and the lot costs are transferred to homes under construction when
home construction begins for the respective lots. Certain of the fully developed lots in this category are reserved by a customer
deposit or sales contract.
Land held for future development consists of communities for which construction and development activities are expected to
occur in the future or have been idled and are stated at cost unless facts and circumstances indicate that the carrying value of the
assets may not be recoverable. All applicable carrying costs, such as interest and real estate taxes, are expensed as incurred.
Land held for sale includes land and lots that do not fit within our homebuilding programs or strategic plans in certain markets,
and land is classified as held for sale once certain criteria are met (refer to Note 2). These assets are recorded at the lower of the
carrying value or fair value less costs to sell (net realizable value).
The amount of interest we are able to capitalize depends on our qualified inventory balance, which considers the status of our
inventory holdings. Our qualified inventory balance includes the majority of our homes under construction and land under
development but excludes land held for future development and land held for sale (see Note 5 for additional information on
capitalized interest).
54
Total owned inventory by reportable segment is presented in the table below as of September 30, 2024 and 2023:
in thousands
Projects in
Progress (a)
Land
Held for Future
Development
Land Held
for Sale
Total Owned
Inventory
September 30, 2024
West
$
1,023,140 $
3,483 $
17,110 $
1,043,733
East
411,914
10,888
1,300
424,102
Southeast
365,676
5,508
676
371,860
Corporate and unallocated(b)
200,945
—
—
200,945
Total
$
2,001,675 $
19,879 $
19,086 $
2,040,640
September 30, 2023
West
$
914,908 $
3,483 $
14,702 $
933,093
East
325,395
10,888
3,201
339,484
Southeast
297,142
5,508
676
303,326
Corporate and unallocated(b)
180,300
—
—
180,300
Total
$
1,717,745 $
19,879 $
18,579 $
1,756,203
(a) Projects in progress include homes under construction, land under development, capitalized interest, and model home
categories from the preceding table.
(b) Projects in progress amount includes capitalized interest and indirect costs that are maintained within our Corporate and
unallocated segment.
Inventory Impairments
The following table presents, by reportable segment, our total impairment and abandonment charges for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Land Held for Sale:
West
$
— $
— $
1,303
Corporate and unallocated(a)
—
—
565
Total impairment charges on land held for sale
$
— $
— $
1,868
Abandonments:
West
$
1,805 $
487 $
289
East
91
154
143
Southeast
100
—
663
Total abandonments charges
$
1,996 $
641 $
1,095
Total impairment and abandonment charges
$
1,996 $
641 $
2,963
(a) Amount represents capitalized interest and indirects balance that was impaired. Capitalized interest and indirects are
maintained within our Corporate and unallocated segment.
Projects in Progress Impairments
We assess our projects in progress inventory for indicators of impairment at the community level on a quarterly basis. If
indicators of impairment are present for a community with more than ten homes remaining to close, we perform a recoverability
test by comparing the expected undiscounted cash flows for the community to its carrying value. If the aggregate undiscounted
cash flows are in excess of the carrying value, the asset is considered to be recoverable and is not impaired. If the carrying value
exceeds the aggregate undiscounted cash flows, we perform a discounted cash flow analysis to determine the fair value of the
community, and impairment charges are recorded if the fair value of the community's inventory is less than its carrying value.
No project in progress impairments were recognized during the fiscal years ended September 30, 2024, 2023 and 2022.
55
Land Held for Sale Impairments
Impairments on land held for sale generally represent write downs of these properties to net realizable value based on sales
contracts, letters of intent, current market conditions and recent comparable land sale transactions, as applicable. Absent an
executed sales contract, our assumptions related to land sales prices require significant judgment because the real estate market
is highly sensitive to changes in economic conditions, and our estimates of sale prices could differ significantly from actual
results.
No land held for sale impairment charges were recognized during the fiscal years ended September 30, 2024 and 2023. During
the fiscal year ended September 30, 2022, we recognized $1.9 million land held for sale impairment charges related to two held
for sale communities in the West segment. The fair value of land held for sale inventory is measured on a nonrecurring basis
and has been determined using unobservable inputs (Level 3). The impairment-date fair value of land held for sale assets that
were impaired during the fiscal year ended September 30, 2022 was $0.9 million. Refer to Note 9 for further discussion on fair
value measurements and fair value hierarchy.
Abandonments
From time to time, we may determine to abandon lots or not exercise certain option agreements that are not projected to
produce adequate results or no longer fit with our long-term strategic plan. Additionally, in certain limited instances, we are
forced to abandon lots due to seller non-performance, permitting or other regulatory issues that do not allow us to build on those
lots. If we intend to abandon or walk away from a property, we record an abandonment charge to earnings for the non-
refundable deposit amount and any related capitalized costs in the period such decision is made. During the fiscal years ended
September 30, 2024, 2023 and 2022, we recognized $2.0 million, $0.6 million and 1.1 million in abandonment charges,
respectively. As we grow our business in the years ahead, the dollar value of abandonment charges may also grow.
(5) Interest
Interest capitalized during the fiscal years ended September 30, 2024, 2023 and 2022 was based upon the balance of inventory
eligible for capitalization. The following table presents certain information regarding interest for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Capitalized interest in inventory, beginning of period
$
112,580 $
109,088 $
106,985
Interest incurred
79,835
71,981
74,161
Capitalized interest impaired
—
—
(439)
Capitalized interest amortized to home construction and land sales
expenses(a)
(68,233)
(68,489)
(71,619)
Capitalized interest in inventory, end of period
124,182
112,580
109,088
(a) Capitalized interest amortized to home construction and land sales expenses varies based on the number of homes closed
during the period and land sales, if any, as well as other factors.
(6) Property and Equipment
The following table presents our property and equipment as of September 30, 2024 and 2023:
in thousands
September 30, 2024
September 30, 2023
Model furnishings and sales office improvements
$
32,179 $
24,736
Information systems
30,140
25,745
Furniture, fixtures and office equipment
15,447
12,692
Leasehold improvements
3,226
3,026
Buildings and improvements
1,382
1,382
Property and equipment, gross
82,374
67,581
Less: Accumulated depreciation
(43,746)
(36,437)
Property and equipment, net
$
38,628 $
31,144
56
(7) Borrowings
The Company's debt, net of unamortized debt issuance costs consisted of the following as of September 30, 2024 and 2023:
in thousands
Maturity Date
September 30, 2024
September 30, 2023
6.750% Senior Notes (2025 Notes)
March 2025
$
— $
202,195
5.875% Senior Notes (2027 Notes)
October 2027
357,255
357,255
7.250% Senior Notes (2029 Notes)
October 2029
350,000
350,000
7.500% Senior Notes (2031 Notes)
March 2031
250,000
—
Unamortized debt issuance costs
(8,310)
(5,759)
Total Senior Notes, net
948,945
903,691
Junior Subordinated Notes (net of unamortized accretion
of $24,369 and $26,436, respectively)
July 2036
76,404
74,337
Senior Unsecured Revolving Credit Facility
March 2028
—
—
Total debt, net
$
1,025,349 $
978,028
As of September 30, 2024, the future maturities of our borrowings were as follows:
Fiscal Years Ending September 30,
in thousands
2025
$
—
2026
—
2027
—
2028
357,255
2029
—
Thereafter
700,773
Total
$
1,058,028
Senior Unsecured Revolving Credit Facility
The Senior Unsecured Revolving Credit Facility (Unsecured Facility) provides working capital and letter of credit borrowing
capacity of $300.0 million. The $300.0 million capacity includes a letter of credit facility of up to $100.0 million. The Company
has the right from time to time to request to increase the size of the commitments under the Unsecured Facility by up to
$100.0 million for a maximum of $400.0 million. In March 2024, the Company executed an amendment to extend the
termination date (Termination Date) from October 13, 2026 to March 15, 2028. The Company may borrow, repay, and
reborrow amounts under the Unsecured Facility until the Termination Date.
Substantially all of the Company's significant subsidiaries are full and unconditional guarantors of the Unsecured Facility and
are jointly and severally liable for obligations under the Unsecured Facility.
As of September 30, 2024, we had no borrowings and no letters of credit outstanding under the Unsecured Facility, resulting in
a remaining capacity of $300.0 million. The Unsecured Facility requires compliance with certain covenants, including
affirmative covenants, negative covenants and financial covenants. As of September 30, 2024, the Company believes it was in
compliance with all such covenants.
Letter of Credit Facilities
The Company has entered into stand-alone letter of credit agreements with banks, secured with cash or certificates of deposit, to
maintain pre-existing letters of credit and to provide for the issuance of new letters of credit (in addition to the letters of credit
issued under the Unsecured Facility). As of September 30, 2024 and 2023, the Company had letters of credit outstanding under
these additional facilities of $36.4 million and $31.2 million, respectively. The Company may enter into additional
arrangements to provide additional letter of credit capacity.
57
Senior Notes
The Company's Senior Notes are unsecured obligations that rank equally in right of payment with all existing and future senior
unsecured obligations, senior to all of the Company's existing and future subordinated indebtedness, and effectively
subordinated to the Company's future secured indebtedness, to the extent of the value of the assets securing such indebtedness.
Substantially all of the Company's significant subsidiaries are full and unconditional guarantors of the Senior Notes and are
jointly and severally liable for obligations under the Senior Notes. Each guarantor subsidiary is a wholly owned subsidiary of
Beazer Homes. The Senior Notes and related guarantees are structurally subordinated to all indebtedness and other liabilities of
all of the Company's subsidiaries that do not guarantee these notes.
The Company's Senior Notes are issued under indentures that contain certain restrictive covenants which, among other things,
restrict our ability to pay dividends, repurchase our common stock, incur certain types of additional indebtedness, and make
certain investments. Compliance with the Senior Note covenants does not significantly impact the Company's operations. The
Company believes it was in compliance with the covenants contained in the indentures of all of its Senior Notes as of
September 30, 2024.
In March 2024, we issued and sold $250.0 million aggregate principal amount of the 2031 Notes at par (before underwriting
and other issuance costs) through a private placement to qualified institutional buyers. Interest on the 2031 Notes is payable
semiannually and began in September 2024. The 2031 Notes will mature in March 2031. The covenants related to the 2031
Notes are substantially consistent with our other Senior Notes.
During the fiscal year ended September 30, 2024, we also repurchased $4.3 million and redeemed the remaining $197.9 million
of our outstanding 2025 Notes using cash on hand and proceeds from the issuance of the 2031 Notes, resulting in a loss on
extinguishment of debt of $0.4 million. The Company terminated, cancelled, and discharged all of its obligations under the
2025 Notes as of March 31, 2024.
During the fiscal year ended September 30, 2023, we repurchased $9.0 million of our outstanding 2025 Notes using cash on
hand, resulting in a net loss on extinguishment of debt of less than $0.1 million.
During the fiscal year ended September 30, 2022, we repurchased $6.0 million of our outstanding 2027 Notes and $18.4 million
of our outstanding 2025 Notes using cash on hand, resulting in a gain on extinguishment of debt of $0.3 million.
58
For additional redemption features, refer to the table below that summarizes the redemption terms of our Senior Notes:
Senior Note Description
Issuance Date
Maturity Date
Redemption Terms
5.875% Senior Notes
October 2017
October 2027
Callable at any time prior to October 15, 2022, in whole or in part,
at a redemption price equal to 100.000% of the principal amount,
plus a customary make-whole premium; on or after October 15,
2022, callable at a redemption price equal to 102.938% of the
principal amount; on or after October 15, 2023, callable at a
redemption price equal to 101.958% of the principal amount; on or
after October 15, 2024, callable at a redemption price equal to
100.979% of the principal amount; on or after October 15, 2025,
callable at a redemption price equal to 100.000% of the principal
amount, plus, in each case, accrued and unpaid interest.
7.250% Senior Notes
September
2019
October 2029
Callable at any time prior to October 15, 2024, in whole or in part,
at a redemption price equal to 100.000% of the principal amount,
plus a customary make-whole premium; on or after October 15,
2024, callable at a redemption price equal to 103.625% of the
principal amount; on or after October 15, 2025, callable at a
redemption price equal to 102.417% of the principal amount; on or
after October 15, 2026, callable at a redemption price equal to
101.208% of the principal amount; on or after October 15, 2027,
callable at a redemption price equal to 100.000% of the principal
amount, plus, in each case, accrued and unpaid interest.
7.500% Senior Notes
March 2024
March 2031
On or prior to March 15, 2027, we may redeem up to 35% of the
aggregate principal amount of the 2031 Notes with the net cash
proceeds of certain equity offerings at a redemption price equal to
107.500% of the principal amount, plus accrued and unpaid
interest to, but excluding, the redemption date, provided at least
65% of the aggregate principal amount of the 2031 Notes
originally issued remains outstanding immediately after such
redemption.
Callable at any time prior to March 15, 2027, in whole or in part, at
a redemption price equal to 100.000% of the principal amount,
plus a customary make-whole premium; on or after March 15,
2027, callable at a redemption price equal to 103.750% of the
principal amount; on or after March 15, 2028, callable at a
redemption price equal to 101.875% of the principal amount; on or
after March 15, 2029, callable at a redemption price equal to
100.000% of the principal amount, plus, in each case, accrued and
unpaid interest.
Junior Subordinated Notes
The Company's unsecured junior subordinated notes (Junior Subordinated Notes) mature on July 30, 2036 and have an
aggregate principal balance of $100.8 million as of September 30, 2024. The securities have a floating interest rate as defined in
the Junior Subordinated Notes Indentures, which was a weighted-average of 7.97% as of September 30, 2024. The obligations
relating to these notes are subordinated to the Unsecured Facility and the Senior Notes. In January 2010, the Company
restructured $75.0 million of these notes (Restructured Notes) and recorded them at their then estimated fair value. Over the
remaining life of the Restructured Notes, we will increase their carrying value until this carrying value equals the face value of
the notes. As of September 30, 2024, the unamortized accretion was $24.4 million and will be amortized over the remaining life
of the Restructured Notes. The remaining $25.8 million of the Junior Subordinated Notes are subject to the terms of the original
agreement, have a floating interest rate equal to a three-month LIBOR (on and prior to June 30, 2023) plus 2.45% per annum, or
three-month SOFR (on and after July 1, 2023) plus 2.71% per annum, resetting quarterly, and are redeemable in whole or in
part at par value. The material terms of the $75.0 million Restructured Notes are identical to the terms of the original agreement
except that the floating interest rate is subject to a floor of 4.25% and a cap of 9.25%. In addition, beginning on June 1, 2012,
the Company has the option to redeem the $75.0 million principal balance in whole or in part at 75% of par value; beginning on
June 1, 2022, the redemption price increased by 1.785% annually. As of September 30, 2024, the Company believes it was in
compliance with all covenants under the Junior Subordinated Notes.
59
(8) Contingencies
Beazer Homes and certain of its subsidiaries have been and continue to be named as defendants in various construction defect
claims, complaints, and other legal actions. The Company is subject to the possibility of loss contingencies related to these
alleged defects as well as others arising from its business. In determining loss contingencies, we consider the likelihood of loss
and our ability to reasonably estimate the amount of such loss. An estimated loss is recorded when it is considered probable that
a liability has been incurred and the amount of loss can be reasonably estimated.
Warranty Reserves
We currently provide a limited warranty ranging from one to two years covering workmanship and materials per our defined
quality standards. In addition, we provide a limited warranty for up to ten years covering certain defined structural element
failures.
Our homebuilding work is performed by subcontractors who typically must agree to indemnify us with regard to their work and
provide certificates of insurance demonstrating that they have met our insurance requirements and have named us as an
additional insured under their policies. Therefore, many claims relating to workmanship and materials that result in warranty
spending are the primary responsibility of these subcontractors.
Warranty reserves are included in other liabilities within the consolidated balance sheets, and the provision for warranty
accruals is included in home construction expenses in the consolidated statements of operations. Reserves covering anticipated
warranty expenses are recorded for each home closed, which are a function of the number of home closings in the period, the
selling prices of the homes closed and the rates of accrual per home estimated as a percentage of the selling price of the home.
Management assesses the adequacy of warranty reserves each reporting period based on historical experience and the expected
costs to remediate potential claims. Our review includes a quarterly analysis of the historical data and trends in warranty
expense by division. An analysis by division allows us to consider market specific factors such as warranty experience, the
number of home closings, the selling prices of homes, product mix, and other data in estimating warranty reserves. In addition,
the analysis also contemplates the existence of any non-recurring or community-specific warranty-related matters that might not
be included in historical data and trends that may need to be separately estimated based on management's judgment of the
ultimate cost of repair for that specific issue. While estimated warranty liabilities are adjusted each reporting period based on
the results of our quarterly analyses, we may not accurately predict actual warranty costs, which could lead to significant
changes in the reserve.
In addition, we maintain third-party insurance, subject to applicable self-insured retentions, for most construction defects that
we encounter in the normal course of business. We believe that our warranty and litigation accruals and third-party insurance
are adequate to cover the ultimate resolution of our potential liabilities associated with known and anticipated warranty and
construction-defect related claims and litigation. However, there can be no assurance that the terms and limitations of the
limited warranty will be effective against claims made by homebuyers; that we will be able to renew our insurance coverage or
renew it at reasonable rates; that we will not be liable for damages, the cost of repairs, and/or the expense of litigation
surrounding possible construction defects, soil subsidence, or building related claims; or that claims will not arise out of events
or circumstances not covered by insurance and/or not subject to effective indemnification agreements with our subcontractors.
Changes in warranty reserves are as follows for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Balance at beginning of period
$
13,046 $
13,926 $
12,931
Warranty provision
9,483
9,672
13,093
Warranty expenditures
(9,812)
(10,552)
(12,098)
Balance at end of period
$
12,717 $
13,046 $
13,926
Insurance Recoveries
The Company has insurance policies that provide for the reimbursement of certain warranty costs incurred above specified
thresholds for each period covered. Amounts recorded for anticipated insurance recoveries are reflected within the consolidated
statements of operations as a reduction of home construction expenses, if applicable. Amounts not yet received from our insurer
are recorded on a gross basis, without any reduction for the associated warranty expense, within accounts receivable on our
consolidated balance sheets, if applicable.
60
Litigation
In the normal course of business, we and certain of our subsidiaries are subject to various lawsuits and have been named as
defendants in various claims, complaints, and other legal actions, most relating to construction defects, moisture intrusion, and
product liability. Certain of the liabilities resulting from these actions are covered in whole or in part by insurance.
We cannot predict or determine the timing or final outcome of these lawsuits or the effect that any adverse findings or
determinations in pending lawsuits may have on us. In addition, an estimate of possible loss or range of loss, if any, cannot
presently be made with respect to certain of these pending matters. An unfavorable determination in pending lawsuits could
result in the payment by us of substantial monetary damages that may not be fully covered by insurance. Further, the legal costs
associated with the lawsuits and the amount of time required to be spent by management and our Board of Directors on these
matters, even if we are ultimately successful, could have a material adverse effect on our financial condition, results of
operations, or cash flows.
We have an accrual of $9.3 million and $9.4 million in other liabilities on our consolidated balance sheets related to litigation
matters as of September 30, 2024 and 2023, respectively.
Surety Bonds and Letters of Credit
We had outstanding letters of credit and surety bonds of $36.4 million and $332.2 million, respectively, as of September 30,
2024, related principally to our obligations to local governments to construct roads and other improvements in various
developments.
(9) Fair Value Measurements
As of the dates presented, we had assets on our consolidated balance sheets that were required to be measured at fair value on a
recurring or non-recurring basis. We use a fair value hierarchy that requires us to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value as follows:
•
Level 1 – Quoted prices in active markets for identical assets or liabilities;
•
Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly through
corroboration with market data; and
•
Level 3 – Unobservable inputs that reflect our own estimates about the assumptions market participants would use in
pricing the asset or liability.
Certain of our assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate
that the carrying value of these assets may not be recoverable. We review our long-lived assets, including inventory, for
recoverability when factors indicate an impairment may exist, but no less than quarterly. The fair value of assets deemed to be
impaired is determined based upon the type of asset being evaluated. The fair value of our owned inventory assets, when
required to be calculated, is further discussed within Notes 2 and 4. Due to the substantial use of unobservable inputs in valuing
the assets on a non-recurring basis, they are classified within Level 3.
Determining within which hierarchical level an asset or liability falls requires significant judgment. We evaluate our hierarchy
disclosures each quarter. The following table presents the period-end balances of assets measured at fair value for each
hierarchy level:
in thousands
Level 1
Level 2
Level 3
Total
As of September 30, 2024
Deferred compensation plan assets(a)
$
8,115 $
— $
— $
8,115
As of September 30, 2023
Deferred compensation plan assets(a)
$
6,495 $
— $
— $
6,495
As of September 30, 2022
Deferred compensation plan assets(a)
$
— $
3,179 $
— $
3,179
(a) Amount is measured at fair value on a recurring basis and included in other assets within the consolidated balance sheets.
The fair value of cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, other liabilities, and
amounts due under the Unsecured Facility (if outstanding) approximate their carrying amounts due to the short maturity of
these assets and liabilities. When outstanding, obligations related to land not owned under option agreements approximate fair
value.
61
The following table presents the carrying value and estimated fair value of certain other financial assets and liabilities as of
September 30, 2024 and 2023:
As of September 30, 2024
As of September 30, 2023
in thousands
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Financial assets
Certificates of deposit(a)
$
9,449 $
9,584 $
1,951 $
1,986
Total financial assets
$
9,449 $
9,584 $
1,951 $
1,986
Financial liabilities(b)
Senior Notes(c)
$
948,945 $
976,494 $
903,691 $
858,528
Junior Subordinated Notes(d)
76,404
76,404
74,337
74,337
Total financial liabilities
$
1,025,349 $
1,052,898 $
978,028 $
932,865
(a) Certificates of deposit held for investment with an original maturity greater than three months are carried at original cost plus
accrued interest and reported as other assets on the condensed consolidated balance sheets. The type of certificates of deposit
that the Company invests in are not considered debt securities under ASC Topic 320, Investments - Debt Securities. The
estimated fair value of our certificates of deposit has been determined using quoted market rates (Level 2).
(b) Carrying amounts for financial liabilities are net of unamortized debt issuance costs or accretion.
(c) The estimated fair value of our publicly-held Senior Notes has been determined using quoted market rates (Level 2).
(d) Since there is no trading market for our Junior Subordinated Notes, the fair value of these notes is estimated by discounting
scheduled cash flows through maturity (Level 3). The discount rate is estimated using market rates currently being offered on
loans with similar terms and credit quality. Judgment is required in interpreting market data to develop these estimates of fair
value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a
current market exchange.
(10) Operating Leases
The Company leases certain office space and equipment under operating leases for use in our operations. We recognize
operating lease expense on a straight-line basis over the lease term. Certain of our lease agreements include one or more options
to renew. The exercise of lease renewal options is generally at our discretion. Variable lease expense primarily relates to
maintenance and other monthly expense that do not depend on an index or rate.
We determine if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single
component for all leases. Operating lease right to use assets and liabilities are recognized at the lease commencement date based
on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if we
determine it is reasonably certain that the option will be exercised. As our leases do not provide an implicit rate, the discount
rate used in the present value calculation represents our incremental borrowing rate determined using information available at
the commencement date.
Operating lease expense is included as a component of general and administrative expenses in our consolidated statements of
operations. Sublease income and variable lease expenses are de minimis. For the fiscal years ended September 30, 2024, 2023
and 2022, we recorded operating lease expense of $4.4 million, $4.0 million and $4.0 million, respectively. Cash payments on
lease liabilities during the fiscal years ended September 30, 2024, 2023 and 2022 totaled $4.2 million, $4.3 million and
$4.4 million, respectively.
At September 30, 2024 and 2023, weighted-average remaining lease term and discount rate were as follows:
September 30,
2024
2023
Weighted-average remaining lease term
6.6 years
7.0 years
Weighted-average discount rate
6.30%
5.98%
62
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating
lease liabilities as of September 30, 2024:
Fiscal Years Ending September 30,
in thousands
2025
$
4,572
2026
4,117
2027
3,215
2028
2,982
2029
2,905
Thereafter
7,084
Total lease payments
24,875
Less: imputed interest
5,097
Total operating lease liabilities
$
19,778
(11) Other Liabilities
Other liabilities include the following as of September 30, 2024 and 2023:
in thousands
September 30, 2024
September 30, 2023
Accrued compensations and benefits
$
45,335 $
50,242
Customer deposits
18,669
27,577
Accrued interest
23,369
23,132
Warranty reserves
12,717
13,046
Litigation accruals
9,297
9,404
Income tax liabilities
2,399
272
Other
38,114
33,288
Total
$
149,900 $
156,961
(12) Income Taxes
The Company's expense from income taxes from continuing operations consists of the following for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Current federal
$
8,377 $
— $
—
Current state
5,101
1,896
4,859
Deferred federal
6,317
18,997
47,239
Deferred state
(885)
3,065
1,173
Total expense from income taxes
$
18,910 $
23,958 $
53,271
The Company's expense from income taxes from continuing operations differs from the amount computed by applying the
federal income tax statutory rate as follows for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Income tax computed at statutory rate
$
33,408 $
38,356 $
57,538
State income taxes, net of federal benefit
3,273
2,874
4,482
Permanent differences
9,140
2,037
3,341
Stock-based compensation
1,055
179
(389)
Tax credits
(27,918)
(20,287)
(12,081)
Deferred rate change
53
665
346
Other, net
(101)
134
34
Total expense from income taxes
$
18,910 $
23,958 $
53,271
63
The principal differences between our effective tax rate and the U.S. federal statutory rate for fiscal years 2024, 2023 and 2022
relate to state taxes, permanent differences and tax credits. Due to the effects of tax credits, our income tax expense is not
always directly correlated to the amount of pre-tax income for the associated periods.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of our assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant
temporary differences that give rise to the net deferred tax assets are as follows as of September 30, 2024 and 2023:
in thousands
September 30, 2024
September 30, 2023
Deferred tax assets:
Federal and state net operating loss and tax credit carryforwards
$
126,547 $
138,856
Incentive compensation
8,621
11,422
Warranty and other reserves
6,613
6,918
Inventory adjustments
7,914
3,942
Property, equipment and other assets
6,199
5,458
Uncertain tax positions
705
705
Other
4,816
2,504
Total deferred tax assets
161,415
169,805
Valuation allowance
(27,578)
(30,438)
Total deferred tax assets, net of valuation allowance
$
133,837 $
139,367
Deferred tax liabilities:
Operating lease right-of-use assets
$
(4,286) $
(4,182)
Intangible assets
(1,026)
(1,236)
Total deferred tax liabilities
(5,312)
(5,418)
Net deferred tax assets
$
128,525 $
133,949
As of September 30, 2024, our gross deferred tax assets included $21.3 million of federal net operating loss (NOL)
carryforwards, $74.1 million of federal tax credits, and $33.6 million of state NOL carryforwards. The majority of our federal
NOL carryforwards expire in our fiscal 2030, our federal tax credits expire at various dates through our fiscal 2044, and our
state NOL carryforwards expire at various dates through our fiscal 2044. As of September 30, 2024, valuation allowance of
$27.6 million remains on various state NOL carryforwards for which the Company has concluded that it is more likely than not
that these attributes will not be realized.
We experienced an “ownership change” as defined in Section 382 of the Internal Revenue Code (Section 382) as of January 12,
2010. Section 382 contains rules that limit the ability of a company that undergoes an “ownership change” to utilize its net
operating loss carryforwards, tax credits and certain built-in losses or deductions recognized during the five-year period after
the ownership change to offset future taxable income. Because the five-year period has expired, we have determined the actual
impact and final classification of those amounts, which are properly reflected in the amounts presented above. There can be no
assurance that another ownership change, as defined in the tax law, will not occur. If another “ownership change” occurs, a new
annual limitation on the utilization of net operating loss carryforwards, tax credits and built-in losses would be determined as of
that date. This limitation, should one be required in the future, is subject to assumptions and estimates that could differ from
actual results.
Valuation Allowance
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the available
evidence, it is more likely than not that such assets will not be realized. Accordingly, we assess the need to establish valuation
allowances for deferred tax assets periodically based on the more-likely-than-not realization threshold criterion. In our
assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax
assets. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses,
forecasts of future profitability, the duration of statutory carryforward periods, the Company's experience with operating loss
carryforwards and tax credit carryforwards not expiring unused, the Section 382 limitation on our ability to carryforward pre-
ownership change net operating losses, recognized built-in losses or deductions, and tax planning alternatives. Our assessment,
while rooted in actual Company performance, are highly subjective and rely on certain estimates, including forecasts, which
could differ materially from actual results.
64
In fiscal 2024, our conclusions about our ability to more likely than not realize all of our federal and certain state tax attributes
remain consistent with our prior determinations. We considered positive factors including our recent earnings levels, interest
savings from our debt reduction strategies, shortage in housing supply, and our backlog. The negative factors included the
overall health of the broader economy, elevated mortgage interest rates, and softening housing demand due to affordability
challenges. As of September 30, 2024, the Company will have to cumulatively generate $654.8 million in pre-tax income over
the course of its carryforward period to realize its deferred tax assets prior to their expiration, which, as previously discussed, is
the Company's fiscal 2044.
Unrecognized Tax Benefits
A reconciliation of our unrecognized tax benefits is as follows for the beginning and end of each period presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Balance at beginning of year
$
3,358 $
3,358 $
3,358
Additions for tax positions related to current year
—
—
—
Additions for tax positions related to prior years
—
—
—
Reductions in tax positions of prior years
—
—
—
Lapse of statute of limitations
(938)
—
—
Balance at end of year
$
2,420 $
3,358 $
3,358
If we were to recognize our $2.4 million gross unrecognized tax benefits remaining as of September 30, 2024, substantially all
would result in adjustments to other tax accounts, primarily deferred taxes. Additionally, we had no accrued interest or penalties
as of September 30, 2024, 2023 and 2022. If applicable, we would record interest and penalties related to unrecognized tax
benefits in income tax expense within our consolidated statements of operations.
In the normal course of business, we are subject to audits by federal and state tax authorities regarding various tax liabilities.
The statute of limitations for our major tax jurisdictions remains open for examination for fiscal year 2007 and subsequent
years. As of September 30, 2024, we expect $0.4 million of our uncertain tax positions will reverse within the next twelve
months.
(13) Stockholders' Equity
Preferred Stock
The Company currently has no shares of preferred stock outstanding.
Common Stock
As of September 30, 2024, the Company had 63,000,000 shares of common stock authorized and 31,047,510 shares both issued
and outstanding.
Common Stock Repurchases
In May 2022, the Company's Board of Directors approved a share repurchase program that authorizes the Company to
repurchase up to $50.0 million of its outstanding common stock. The repurchase program has no expiration date. During the
fiscal year ended September 30, 2024, the Company repurchased 455 thousand shares of its common stock for $12.9 million at
an average price per share of $28.41 through open market transactions. All shares have been retired upon repurchase. The
aggregate reduction to stockholders’ equity related to share repurchases during the fiscal year ended September 30, 2024 was
$12.9 million. As of September 30, 2024, the remaining availability of the share repurchase program was $28.9 million.
No share repurchases were made during fiscal year 2023. During the fiscal year ended September 30, 2022, the Company
repurchased 570 thousand shares of its common stock for $8.2 million at an average price per share of $14.33 through open
market transactions. The aggregate reduction to stockholders’ equity related to share repurchases during the fiscal year ended
September 30, 2022 was $8.2 million.
Dividends
The indentures under which our Senior Notes were issued contain certain restrictive covenants, including limitations on our
payment of dividends. There were no dividends paid during our fiscal 2024, 2023 or 2022.
65
Section 382 Rights Agreement
Our certificate of incorporation prohibits certain transfers of our common stock that could result in an ownership change as
defined in Section 382. In addition, we are currently party to a rights agreement intended to act as a deterrent to any person
desiring to acquire 4.95% or more of our common stock. These instruments are designed to preserve the value of certain tax
assets associated with our net operating loss carryforwards, tax credits and built-in losses under Section 382. In February 2022,
our stockholders approved an extension of these protective provisions in our certificate of incorporation and the rights
agreement. The rights agreement is scheduled to expire in November 2025.
(14) Retirement and Deferred Compensation Plans
401(k) Retirement Plan
The Company sponsors a defined-contribution plan that is a tax-qualified retirement plan under section 401(k) of the Internal
Revenue Code (the Plan). Substantially all employees are eligible for participation in the Plan. Participants may defer and
contribute from 1% to 80% of their salary to the Plan, with certain limitations on highly compensated individuals. The
Company matches up to 50% of the participant's contributions limited to 6% of the participant's earnings. The participant's
contributions vest immediately, while the Company's contributions vest over five years. The total Company contributions for
the fiscal years ended September 30, 2024, 2023 and 2022 were $3.5 million, $3.2 million and $3.5 million, respectively.
During fiscal 2024, 2023 and 2022, participants forfeited $0.9 million, $0.7 million and $0.3 million, respectively, of unvested
matching contributions.
Deferred Compensation Plan
The Beazer Homes USA, Inc. Deferred Compensation Plan (the DCP) is a non-qualified deferred compensation plan for a
select group of executives and highly compensated employees. The DCP allows the executives to defer current compensation
on a pre-tax basis to a future year, until termination of employment. The objectives of the DCP are to assist executives with
financial planning and capital accumulation and to provide the Company with a method of attracting, rewarding and retaining
executives. Participation in the DCP is voluntary. The Company may voluntarily make a contribution to the participants' DCP
accounts. For the years ended September 30, 2024, 2023 and 2022, the Company contributed $0.2 million, $0.2 million and
$0.2 million, respectively, to the participants' DCP accounts in the form of voluntary contributions, which was recorded as
compensation expense within general and administrative expenses in our consolidated statements of operations. DCP assets of
$8.1 million and $6.5 million as of September 30, 2024 and 2023, respectively, are included in other assets on our consolidated
balance sheets and are recorded at fair value. Realized and unrealized gains and losses on DCP assets are recorded in other
income, net within our consolidated statement of operations. DCP liabilities of $8.1 million and $6.5 million as of
September 30, 2024 and 2023, respectively, are included in other liabilities on our consolidated balance sheets.
(15) Stock-Based Compensation
The Company has shares available for grant under the Amended and Restated 2014 Beazer Homes USA, Inc. Long-Term
Incentive Plan, as amended. We issue new shares upon the exercise of stock options and the grant of restricted stock awards. In
cases of forfeitures and cancellations, those shares are returned to the share pool for future issuance. As of September 30, 2024,
we had 3.0 million shares of common stock available for future issuances under our equity incentive plan, of which 11,150
shares are to be issued upon exercise of outstanding options.
Stock-based compensation expense is included in general and administrative expenses in our consolidated statements of
operations. The following tables presents a summary of stock-based compensation expense related to stock options and
restricted stock awards for the periods presented.
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Stock options expense
$
1 $
— $
1
Restricted stock awards expense
7,390
7,275
8,477
Stock-based compensation expense
$
7,391 $
7,275 $
8,478
66
Stock Options
Stock options have an exercise price equal to the fair market value of the common stock on the grant date, generally vest two or
three years after the date of grant, and may be exercised thereafter until their expiration, subject to forfeiture upon termination
of employment as provided in the applicable plan. Under certain conditions of retirement, eligible participants may receive a
partial vesting of stock options. Stock options generally expire on the eighth anniversary from the date such options were
granted, depending on the terms of the award.
The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model
(Black-Scholes Model). As of both September 30, 2024 and 2023, there was less than $0.1 million of total unrecognized
compensation cost related to unvested stock options. The cost remaining as of September 30, 2024 is expected to be recognized
over a weighted-average period of 1.3 years.
During fiscal 2018, the Compensation Committee of our Board of Directors approved the Employee Stock Option Program
(ESOP). This program is available to all full-time employees and is designed to enable employees to share in potential price
appreciation of the Company's stock. The ESOP matches stock purchases made by eligible employees meeting certain
conditions with an option to purchase an additional share of the Company's shares on a one-to-one basis. The exercise price of
the options granted is equal to the closing price of the Company's stock on the day the underlying shares are purchased by the
employee, which is also the ESOP grant date. The options will vest on the second anniversary of the date of grant but are
forfeited if (1) the eligible employee no longer works for the Company or (2) the underlying shares are sold before the two-year
vesting period is over. The total number of options available under the ESOP is limited to 100,000, each for one share of the
Company's common stock, of which 32,118 options were granted through the end of fiscal 2024.
During the fiscal years ended September 30, 2024, 2023, and 2022, we issued 50, 100, and 236 stock options, respectively. All
were issued under the ESOP.
Following is a summary of stock option activity for the periods presented:
Fiscal Year Ended September 30,
2024
2023
2022
Shares
Weighted-
Average
Exercise
Price
Shares
Weighted-
Average
Exercise
Price
Shares
Weighted-
Average
Exercise
Price
Outstanding at beginning of period
13,575 $
9.61
27,507 $
14.31
114,259 $
17.89
Granted
50
27.73
100
27.98
236
16.58
Exercised
(2,475)
8.08
(13,796)
19.00
(988)
11.32
Expired
—
—
—
—
(86,000)
19.11
Forfeited
—
—
(236)
16.58
—
—
Outstanding at end of period
11,150 $
10.04
13,575 $
9.61
27,507 $
14.31
Exercisable at end of period
11,000 $
9.79
13,475 $
9.48
27,271 $
14.29
Restricted Stock Awards
The fair value of each restricted stock award with market conditions is estimated on the date of grant using the Monte Carlo
valuation method. The fair value of restricted stock awards without market conditions is based on the market price of the
Company's common stock on the date of grant. If applicable, the cash-settled component of any awards granted to employees is
accounted for as a liability, which is adjusted to fair value each reporting period until vested.
Compensation cost arising from restricted stock awards granted to employees is recognized as an expense using the straight-line
method over the vesting period. As of September 30, 2024 and 2023, there was $6.8 million and $6.9 million, respectively, of
total unrecognized compensation cost related to unvested restricted stock awards. The cost remaining as of September 30, 2024
is expected to be recognized over a weighted-average period of 1.7 years.
During fiscal 2024, we issued time-based restricted stock awards and performance-based restricted stock awards with a payout
subject to certain performance and market conditions. Each award type is discussed below.
67
Performance-Based Restricted Stock Awards
During the fiscal year ended September 30, 2024, we issued 75,288 shares of performance-based restricted stock (2024
Performance Shares), containing market conditions, to our executive officers and certain other employees. The 2024
Performance Shares are structured to be awarded based on the Company's performance under three pre-determined financial
and operational metrics at the end of the three-year performance period. After determining the number of shares earned based
on the financial and operational metrics, which can range from 0% to 175% of the targeted number of shares, the award will be
subject to further upward or downward adjustment by as much as 30% based on the Company's relative total shareholder return
(TSR) compared against a selected small to mid-cap homebuilder peers during the three-year performance period. The 2024
Performance Shares were valued using the Monte Carlo valuation model due to the existence of the TSR market condition and
had an estimated fair value of $28.69 per share on the date of grant.
A Monte Carlo valuation model requires the following inputs: (1) the expected dividend yield on the underlying stock; (2) the
expected price volatility of the underlying stock; (3) the risk-free interest rate for the period corresponding with the expected
term of the award; and (4) the fair value of the underlying stock. For the Company and each member of the peer group, the
following inputs were used, as applicable, in the Monte Carlo valuation model to determine the fair value as of the grant date
for performance-based restricted stock granted in each of the fiscal years ended.
2024
2023
2022
Expected volatility range
32.5% - 84.6%
41.5% - 86.9%
41.0% - 89.0%
Risk-free interest rate
4.57 %
4.26 %
0.81 %
Dividend yield
—
—
—
Grant-date stock price range
$9.81 - $142.79
$10.31 - $93.50
$21.40 - $142.99
Fiscal Year Ended September 30,
Each of our performance shares represent a contingent right to receive one share of the Company's common stock if vesting is
satisfied at the end of the three-year performance period. Our performance stock award plans provide that any performance
shares earned in excess of the target number of performance shares issued may be settled in cash or additional shares at the
discretion of the Human Capital Committee. We have no current plans to cash settle any additional performance-based
restricted shares in the future.
The performance criteria of the 2022 Performance Share grant were satisfied as of September 30, 2024. Based on the actual
performance level achieved, 71,470 performance-based restricted stock awards from the 2022 Performance Share grant cliff
vested at the end of the three-year vesting period on November 12, 2024. Of the total $2.1 million compensation cost related to
these awards, we have recognized $0.4 million, $1.0 million and $0.6 million during the fiscal years ended September 30, 2024,
2023 and 2022, respectively. The remaining $0.1 million of unrecognized compensation cost will be recognized in the first
quarter of fiscal 2025.
68
Time-Based Restricted Stock Awards
During the fiscal year ended September 30, 2024, we also issued 202,042 shares of time-based restricted stock (Restricted
Shares) to our directors, executive officers, and certain other employees. Restricted Shares are valued based on the market price
of the Company's common stock on the date of the grant. The Restricted Shares granted to our non-employee directors vest on
the first anniversary of the grant, while the Restricted Shares granted to our executive officers and other employees generally
vest ratably over three years from the date of grant.
Activity relating to all restricted stock awards for the periods presented is as follows:
Fiscal Year Ended September 30, 2024
Performance-Based(a)
Time-Based
Total
Shares
Weighted-
Average
Grant
Date Fair
Value
Shares
Weighted-
Average
Grant
Date Fair
Value
Shares
Weighted-
Average
Grant
Date Fair
Value
Beginning of period
348,223 $
16.20
593,834 $
14.15
942,057 $
14.91
Granted
183,396
20.80
202,042
27.14
385,438
24.12
Vested
(210,176)
15.24
(336,821)
14.37
(546,997)
14.70
Forfeited
(17,731)
18.96
(43,268)
17.92
(60,999)
18.22
End of period
303,712 $
19.48
415,787 $
19.89
719,499 $
19.72
(a) Grant and vesting activity during the fiscal year ended September 30, 2024 include 108,108 shares that were issued above
target based on performance level achieved under performance-based restricted stock vesting in the current period.
Fiscal Year Ended September 30, 2023
Performance-Based(a)
Time-Based
Total
Shares
Weighted-
Average
Grant
Date Fair
Value
Shares
Weighted-
Average
Grant
Date Fair
Value
Shares
Weighted-
Average
Grant
Date Fair
Value
Beginning of period
436,146 $
17.76
412,042 $
18.52
848,188 $
18.13
Granted
249,534
14.17
425,398
12.05
674,932
12.83
Vested
(334,736)
16.80
(234,218)
18.02
(568,954)
17.30
Forfeited
(2,721)
15.20
(9,388)
14.38
(12,109)
14.56
End of period
348,223 $
16.20
593,834 $
14.15
942,057 $
14.91
(a) Grant and vesting activity during the fiscal year ended September 30, 2023 include 92,104 shares that were issued above
target based on performance level achieved under performance-based restricted stock vesting in the current period.
Fiscal Year Ended September 30, 2022
Performance-Based(a)
Time-Based
Total
Shares
Weighted-
Average
Grant
Date Fair
Value
Shares
Weighted-
Average
Grant
Date Fair
Value
Shares
Weighted-
Average
Grant
Date Fair
Value
Beginning of period
738,155 $
13.45
486,574 $
13.79
1,224,729 $
13.59
Granted
269,617
18.98
246,844
21.40
516,461
20.14
Vested
(552,417)
10.50
(286,182)
13.21
(838,599)
11.42
Forfeited
(19,209)
17.27
(35,194)
16.49
(54,403)
16.77
End of period
436,146 $
17.76
412,042 $
18.52
848,188 $
18.13
(a) Grant and vesting activity during the fiscal year ended September 30, 2022 include 177,759 shares that were issued above
target based on performance level achieved under performance-based restricted stock vesting in the current period.
69
(16) Earnings Per Share
Basic income per share is calculated by dividing net income by the weighted-average number of shares outstanding during the
period. Diluted income per share adjusts the basic income per share for the effects of any potentially dilutive securities in
periods in which the Company has net income and such effects are dilutive under the treasury stock method.
Following is a summary of the components of basic and diluted income per share for the periods presented:
Fiscal Year Ended September 30,
in thousands (except per share data)
2024
2023
2022
Numerator:
Income from continuing operations
$
140,175 $
158,688 $
220,718
Loss from discontinued operations, net of tax
—
(77)
(14)
Net income
$
140,175 $
158,611 $
220,704
Denominator:
Basic weighted-average shares
30,548
30,353
30,432
Dilutive effect of restricted stock awards
397
388
357
Dilutive effect of stock options
8
6
7
Diluted weighted-average shares(a)
30,953
30,747
30,796
Basic income per share:
Continuing operations
$
4.59 $
5.23 $
7.25
Discontinued operations
—
—
—
Total
$
4.59 $
5.23 $
7.25
Diluted income per share:
Continuing operations
$
4.53 $
5.16 $
7.17
Discontinued operations
—
—
—
Total
$
4.53 $
5.16 $
7.17
(a) The following potentially dilutive shares were excluded from the calculation of diluted income per share as a result of their
anti-dilutive effect.
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Stock options
—
11
22
Time-based restricted stock
2
—
—
70
(17) Segment Information
We currently operate in 13 states that are grouped into three homebuilding segments based on geography. Revenues from our
homebuilding segments are derived from the sale of homes that we construct, land and lot sales, and our title operations. Land
sales revenue relates to land that does not fit within our homebuilding programs or strategic plans. We also provide title
examinations for our homebuyers in certain markets. Our reportable segments have been determined on a basis that is used
internally by management for evaluating segment performance and resource allocations. We have considered the applicable
aggregation criteria, and have combined our homebuilding operations into three reportable segments as follows:
West: Arizona, California, Nevada, and Texas(a)
East: Delaware, Indiana, Maryland, New Jersey(b), Tennessee, and Virginia
Southeast: Florida, Georgia, North Carolina, and South Carolina
(a) On May 20, 2022, we acquired substantially all of the assets of Imagine Homes, a private San Antonio-based homebuilder in
which the Company held a one-third ownership stake for the previous 16 years. The results of our San Antonio operations are
reported herein within our West reportable segment.
(b) During our fiscal 2015, we made the decision that we would not continue to reinvest in new homebuilding assets in our New
Jersey division; therefore, it is no longer considered an active operation. However, it is included in this listing because the
segment information below continues to include New Jersey.
Management’s evaluation of segment performance is based on segment operating income. Operating income for our
homebuilding segments is defined as homebuilding and land sales and other revenue less home construction, land development,
land sales expense, title operations expense, commission expense, depreciation and amortization, and certain G&A expenses
that are incurred by or allocated to our homebuilding segments. The accounting policies of our segments are those described in
Note 2.
The following tables contain our revenue, operating income, and depreciation and amortization by segment for the periods
presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Revenue
West
$
1,467,287 $
1,297,005 $
1,331,553
East
501,206
505,844
560,747
Southeast
361,704
403,936
424,688
Total revenue
$
2,330,197 $
2,206,785 $
2,316,988
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Operating income
West
$
189,739 $
205,850 $
253,961
East
52,898
65,021
102,146
Southeast
45,666
57,326
68,726
Segment total
288,303
328,197
424,833
Corporate and unallocated(a)
(145,277)
(150,944)
(152,342)
Total operating income
$
143,026 $
177,253 $
272,491
(a) Includes amortization of capitalized interest, capitalization and amortization of indirect costs, impairment of capitalized
interest and capitalized indirect costs, when applicable, expenses related to numerous shared services functions that benefit all
segments but are not allocated to the operating segments reported above, including information technology, treasury,
corporate finance, legal, branding and national marketing, and certain other amounts that are not allocated to our operating
segments.
71
Below operating income, we recognized a gain on sale of investment of $8.6 million during the fiscal year ended September 30,
2024 within other income, net. We previously held a minority interest in a technology company specializing in digital
marketing for new home communities, which was sold in March 2024. In exchange for the previously held investment, we
received cash in escrow along with a minority partnership interest in the acquiring company, which was recorded within other
assets in our consolidated balance sheets.
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Depreciation and amortization
West
$
9,820 $
7,550 $
8,178
East
1,792
1,662
1,649
Southeast
1,478
1,655
1,843
Segment total
13,090
10,867
11,670
Corporate and unallocated(a)
1,777
1,331
1,690
Total depreciation and amortization
$
14,867 $
12,198 $
13,360
(a) Represents depreciation and amortization related to assets held by our corporate functions that benefit all segments.
The following table presents capital expenditures by segment for the periods presented:
Fiscal Year Ended September 30,
in thousands
2024
2023
2022
Capital expenditures
West
$
11,956 $
9,909 $
7,755
East
2,559
2,578
1,208
Southeast
1,526
1,452
1,215
Corporate and unallocated
6,312
6,395
4,870
Total capital expenditures
$
22,353 $
20,334 $
15,048
The following table presents assets by segment as of September 30, 2024 and 2023:
in thousands
September 30, 2024
September 30, 2023
Assets
West
$
1,114,450 $
994,597
East
454,255
356,020
Southeast
389,058
320,430
Corporate and unallocated(a)
633,764
739,986
Total assets
$
2,591,527 $
2,411,033
(a) Primarily consists of cash and cash equivalents, restricted cash, deferred taxes, capitalized interest and indirect costs, and
other items that are not allocated to the segments.
72
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Beazer Homes USA, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Beazer Homes USA, Inc. and subsidiaries (the "Company")
as of September 30, 2024 and 2023, the related consolidated statements of operations, stockholders' equity, and cash flows, for
each of the three years in the period ended September 30, 2024, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in
the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated November 13, 2024, expressed an unqualified opinion on the Company's internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Owned Inventory—Valuation of Projects in Progress—Refer to Notes 2 and 4 to the financial statements.
Critical Audit Matter Description
Projects in progress inventory includes homes under construction and land under development grouped together as
communities. Projects in progress are stated at cost unless facts and circumstances indicate that the carrying value of the assets
may not be recoverable. The Company assesses its projects in progress inventory for indicators of potential impairment at the
community level on a quarterly basis. The Company evaluates, among other things, the average sales price and margins on
current homes and sales contracts in backlog for each community. As of September 30, 2024, the carrying value of the
Company’s projects in progress inventory was $2.0 billion.
Given the subjectivity in determining whether impairment indicators are present at a community, management exercises
significant judgment when evaluating for indicators of impairment. Accordingly, auditing management’s judgments regarding
the identification of impairment indicators involved an increased extent of effort and especially subjective auditor judgment.
73
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s identification of impairment indicators for projects in progress included the
following, among others:
•
We tested the operating effectiveness of controls over management’s evaluation of impairment indicators.
•
We evaluated management’s impairment indicator analysis by:
◦
Testing whether all communities classified as projects in progress inventory were included in the impairment
indicators analysis.
◦
Testing each community classified as projects in progress inventory for indicators of impairment including
considering average sales price and margins on current homes and sales contracts in backlog.
◦
Developing an independent expectation of indicators and comparing such expectations to those included in
the impairment indicator analysis.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
November 13, 2024
We have served as the Company’s auditor since 1996.
74
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Beazer Homes USA, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Beazer Homes USA, Inc. and subsidiaries (the “Company”) as
of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in
Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended September 30, 2024, of the Company and our
report dated November 13, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
November 13, 2024
75
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as
of September 30, 2024 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (Exchange Act). Our
disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our
management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on the
evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for the preparation and fair presentation of the consolidated financial statements included in this
Annual Report on Form 10-K. The consolidated financial statements have been prepared in conformity with U.S. generally
accepted accounting principles (U.S. GAAP) and reflect management’s judgments and estimates concerning events and
transactions that are accounted for or disclosed.
Our management is also responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed
under the supervision of our CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even
when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and
presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024.
Management’s assessment was based on criteria for effective internal control over financial reporting described in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
Framework). Based on this assessment, management concluded that the Company has maintained effective internal control over
financial reporting as of September 30, 2024. The effectiveness of our internal control over financial reporting as
of September 30, 2024 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as
stated in their report, which is included in Part II, Item 8 – Financial Statements and Supplementary Data.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30,
2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted or
terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. Disclosure Reporting Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
76
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of
Stockholders, which is expected to be filed on or before December 27, 2024.
Code of Ethics
Beazer Homes has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to its principal executive officer,
principal financial officer, principal accounting officer, and other senior financial officers. The Company’s Board of Directors
approved amendments to the Code in November 2019 and then again in August 2024. The full text of the Code, as amended,
can be found on the Company’s website at www.beazer.com. If at any time there is an amendment or waiver of any provision
of the Code that is required to be disclosed, information regarding such amendment or waiver will be published on the
Company’s website.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of
Stockholders, which is expected to be filed on or before December 27, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information relating to securities authorized for issuance under equity compensation plans is set forth above in Item 5 –
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. All of the
other information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of
Stockholders, which is expected to be filed on or before December 27, 2024.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of
Stockholders, which is expected to be filed on or before December 27, 2024.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is Deloitte & Touche LLP (PCAOB ID No. 34).
Further information required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of
Stockholders, which is expected to be filed on or before December 27, 2024.
77
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K.
(a) 1. Financial Statements
Page Herein
Consolidated Balance Sheets as of September 30, 2024 and 2023
43
Consolidated Statements of Operations for the fiscal years ended September 30, 2024, 2023 and 2022
44
Consolidated Statements of Stockholders' Equity for the fiscal years ended September 30, 2024, 2023 and
2022
45
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024, 2023 and 2022
46
Notes to Consolidated Financial Statements
47
2. Financial Statement Schedules
None required.
3. Exhibits
All exhibits were filed under File No. 001-12822, except as otherwise indicated below.
Exhibit
Number
Exhibit Description
3.1
—
Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference
to Exhibit 3.1 of the Company's Form 10-K for the year ended September 30, 2008)
3.2
—
Certificate of Amendment, dated April 13, 2010, to the Amended and Restated Certificate of
Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's
Form 10-Q for the quarter ended March 31, 2010)
3.3
—
Certificate of Amendment, dated February 3, 2011, to the Amended and Restated Certificate of
Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the
Company's Form 8-K filed on February 8, 2011)
3.4
—
Certificate of Amendment, dated October 11, 2012, to the Amended and Restated Certificate of
Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the
Company's Form 8-K filed on October 12, 2012)
3.5
—
Certificate of Amendment, dated February 2, 2013, to the Amended and Restated Certificate of
Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the
Company's Form 8-K filed on February 5, 2013)
3.6
—
Certificate of Amendment, dated November 6, 2013, to the Amended and Restated Certificate of
Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the
Company's Form 8-K filed on November 7, 2013)
3.7
—
Certificate of Amendment, dated November 11, 2016, to the Amended and Restated Certificate of
Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.8 of the
Company's Form 10-K for the year ended September 30, 2016)
3.8
—
Certificate of Amendment, dated as of November 8, 2019, and effective as of November 12, 2019, to
the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated
herein by reference to Exhibit 3.8 of the Company's Form 10-K for the year ended September 30, 2019)
3.9
—
Certificate of Amendment, dated November 9, 2022, to the Amended and Restated Certificate of
Incorporation of Beazer Homes USA, Inc. (incorporated herein by reference to Exhibit 3.1 of the
Company’s Form 8-K filed on November 14, 2022)
3.10
—
Fourth Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.3
of the Company's Form 10-K for the year ended September 30, 2010)
4.1
—
Specimen Physical Common Stock Certificate of Beazer Homes USA, Inc. (incorporated herein by
reference to Exhibit 4.1 of the Company's Form 10-K filed on November 10, 2015)
4.2
—
Section 382 Rights Agreement, dated as of December 7, 2021, and effective as of November 14, 2022,
between Beazer Homes USA, Inc. and American Stock Transfer & Trust Company, LLC, as Rights
Agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on November
14, 2022)
78
4.3
—
Form of Indenture for Senior Debt Securities, between the Company and Regions Bank (incorporated
herein by reference to Exhibit 4.2(a) of the Company’s Form S-3ASR filed on August 10, 2023)
4.4
—
Form of Indenture for Subordinated Debt Securities, between the Company and Regions Bank
(incorporated herein by reference to Exhibit 4.2(b) of the Company’s Form S-3ASR filed on August 10,
2023)
4.5
—
Form of Junior Subordinated Indenture, dated June 15, 2006, between the Company and JPMorgan
Chase Bank, National Association (incorporated herein by reference to Exhibit 4.1 of the Company's
Form 8-K filed on June 21, 2006)
4.6
—
Form of Amended and Restated Trust Agreement, dated June 15, 2006, among the Company, JPMorgan
Chase Bank, National Association, Chase Bank USA, National Association, and certain individuals
named therein as Administrative Trustees (incorporated herein by reference to Exhibit 4.2 of the
Company's Form 8-K filed on June 21, 2006)
4.7
—
Junior Subordinated Indenture between Beazer Homes USA, Inc. and Wilmington Trust Company, as
trustee, dated as of January 15, 2010 (incorporated herein by reference to Exhibit 10.2 of the Company's
Form 8-K dated January 21, 2010)
4.8
—
Indenture, dated as of October 10, 2017, between the Company, the Guarantors and U.S. Bank National
Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K
filed on October 10, 2017)
4.9
—
Form of 5.875% Senior Note due 2027 (incorporated herein by reference to Exhibit 4.2 of the
Company’s Form 8-K filed on October 10, 2017)
4.10
—
Registration Rights Agreement, dated as of October 10, 2017, between the Company, the Guarantors
and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers (incorporated herein
by reference to Exhibit 4.3 of the Company’s Form 8-K filed on October 10, 2017)
4.11
—
Indenture for 7.500% Senior Notes due 2031, dated March 15, 2024, by and among the Company, the
Guarantors and Regions Bank, as trustee (incorporated herein by reference to Exhibit 4.1 of the
Company’s Form 8-K filed on March 18, 2024)
4.12
—
Form of 7.500% Senior Note due 2031 (incorporated by reference to Exhibit 4.2 of the Company’s
Form 8-K filed on March 18, 2024)
4.13
—
Indenture for 7.250% Senior Notes due 2029, dated as of September 24, 2019, by and among the
Company, the Guarantors and U.S. Bank National Association, as trustee (incorporated herein by
reference to Exhibit 4.1 of the Company's Form 8-K filed on September 24, 2019)
4.14
—
Form of 7.250% Senior Note due 2029 (incorporated herein by reference to Exhibit 4.2 of the
Company's 8-K filed on September 24, 2019)
4.15
—
Registration Rights Agreement, dated as of September 24, 2019, by and among the Company, the
Guarantors and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers
(incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on September 24,
2019)
4.16
—
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934 (incorporated herein by reference to Exhibit 4.37 of the Company's Form 10-K for the year
ended September 30, 2021)
10.1*
—
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 of the Company's
Form 8-K filed on July 1, 2008)
10.2*
—
2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's
Form 10-Q for the quarter ended March 31, 2010)
10.3*
—
Form of 2010 Equity Incentive Plan Employee Award Agreement for Option and Restricted Stock
Awards (incorporated herein by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter
ended June 30, 2010)
10.4*
—
Form of 2010 Equity Incentive Plan Award Agreement for Option and Restricted Stock Awards (Non-
Employee Directors) (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q for
the quarter ended June 30, 2010)
10.5*
—
Form of 2010 Equity Incentive Plan Award Agreement for Option and Restricted Stock Awards
(Named Executive Officers) dated as of November 16, 2011 (incorporated herein by reference to
Exhibit 10.1 of the Company's 8-K filed on November 22, 2011)
10.6*
—
Form of 2010 Equity Incentive Plan Performance Cash Award Agreement (Named Executive Officers)
(incorporated herein by reference to Exhibit 10.1 of the Company's 10-Q for the quarter ended
December 31, 2012)
10.7*
—
2014 Long-Term Incentive Plan, as amended (incorporated herein by reference to Appendix I of the
Company’s Form DEF 14A filed on December 19, 2016)
79
10.8*
—
Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Named
Executive Officers) (incorporated herein by reference to Exhibit 10.21 of the Company’s Form 10-K
filed on November 13, 2014)
10.9*
—
Form of 2014 Long-Term Incentive Plan Award Agreement for TSR Performance Share Awards
(Named Executive Officers) (incorporated herein by reference to Exhibit 10.22 of the Company’s Form
10-K filed on November 13, 2014)
10.10*
—
Form of 2014 Long-Term Incentive Plan Award Agreement for Pre-Tax Income Performance Share
Awards (Named Executive Officers) (incorporated herein by reference to Exhibit 10.23 of the
Company’s Form 10-K filed on November 13, 2014)
10.11*
—
Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Non-
Employee Directors) (incorporated herein by reference to Exhibit 10.24 of the Company’s Form 10-K
filed on November 13, 2014)
10.12*
—
Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive
Officers) (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on
February 4, 2016)
10.13*
—
Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive
Officers) (incorporated herein by reference to Exhibit 10.26 of the Company's Form 10-K filed on
November 14, 2017)
10.14*
—
Severance and Change In Control Agreement by and between Allan P. Merrill and the Company,
effective as of September 18, 2018 (incorporated herein by reference to Exhibit 10.1 of the Company’s
Form 8-K filed on September 24, 2018)
10.15*
—
Severance and Change In Control Agreement by and between Robert L. Salomon and the Company,
effective as of September 18, 2018 (incorporated herein by reference to Exhibit 10.2 of the Company’s
Form 8-K filed on September 24, 2018)
10.16*
—
Severance and Change In Control Agreement by and between Keith L. Belknap and the Company,
effective as of September 18, 2018 (incorporated herein by reference to Exhibit 10.29 of the Company's
Form 10-K filed on November 13, 2018)
10.17*
—
Severance and Change In Control Agreement by and between Michael Dunn and the Company effective
as of August 1, 2024
10.18*
—
Severance and Change in Control Agreement, dated November 20, 2020 (incorporated herein by
reference to Exhibit 10.1 of the Company's Form 8-K/A filed on November 20, 2020)
10.19*
—
Letter Agreement dated November 20, 2020 (incorporated herein by reference to Exhibit 10.1 of the
Company's Form 8-K filed on November 20, 2020), as amended
10.20*
—
Letter Agreement by and between Keith L. Belknap and the Company dated July 31, 2024 (incorporated
herein by reference to Exhibit 10.1 of the Company's Form 10-Q filed on August 1, 2024)
10.21*
—
Offer Letter by and between Michael Dunn and the Company dated August 1, 2024
10.22
—
Delayed-Draw Term Loan Facility, dated November 16, 2010, among Beazer Homes USA, Inc.,
Citibank, N.A. and Citigroup Global Markets Inc. (incorporated herein by reference to Exhibit 10.1 of
the Company's Form 8-K filed on November 18, 2010)
10.23
—
Delayed-Draw Term Loan Facility, dated November 16, 2010, among Beazer Homes USA, Inc.,
Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc. (incorporated herein by
reference to Exhibit 10.2 of the Company's Form 8-K filed on November 18, 2010)
10.24
—
First Amendment to the Delayed-Draw Term Loan Facility, dated as of November 16, 2010, by and
between Beazer Homes USA, Inc. and Citibank, N.A. (incorporated herein by reference to Exhibit 10.2
of the Company's 8-K filed on August 9, 2012)
10.25
—
First Amendment to the Delayed-Draw Term Loan Facility, dated as of November 16, 2010, by and
between Beazer Homes USA, Inc. and Deutsche Bank AG Cayman Islands Branch (incorporated herein
by reference to Exhibit 10.3 of the Company's 8-K filed on August 9, 2012)
10.26
—
Second Amended and Restated Credit Agreement, dated as of September 24, 2012, between Beazer
Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse
AG, Cayman Islands Branch, as agent (incorporated herein by reference to Exhibit 10.1 of the
Company's 8-K filed on September 26, 2012)
10.27
—
First Amendment to Second Amended and Restated Credit Agreement, dated as of November 10, 2014,
between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and
Credit Suisse AG, Cayman Islands Branch, as agent (incorporated herein by reference to Exhibit 10.33
of the Company’s Form 10-K filed on November 13, 2014)
10.28
—
Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 6,
2015, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party
thereto, and Credit Suisse AG, Cayman Islands Branch, as agent (incorporated herein by reference to
Exhibit 10.34 of the Company's 10-K filed on November 10, 2015)
80
10.29
—
Credit Agreement, dated March 11, 2016, by and between Beazer Homes USA, Inc. and Wilmington
Trust (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 11,
2016)
10.30
—
Third Amendment to Second Amended and Restated Credit Agreement, dated as of October 13, 2016,
by and among Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto,
and Credit Suisse AG, Cayman Islands Branch (incorporated herein by reference to Exhibit 10.1 of the
Company’s Form 8-K filed October 13, 2016)
10.31
—
Fourth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 24,
2012, among the Company, as borrower, the lenders party thereto, the issuers party thereto, and Credit
Suisse AG, Cayman Islands Branch, as agent, as amended (incorporated herein by reference to Exhibit
10.1 of the Company’s Form 8-K filed on October 24, 2017)
10.32
—
Fifth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 24,
2012, among the Company, as borrower, the lenders party thereto, the issuers party thereto, and Credit
Suisse AG, Cayman Islands Branch, as agent, as amended (incorporated herein by reference to Exhibit
10.1 of the Company’s Form 8-K filed on October 5, 2018)
10.33
—
Sixth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 24,
2012, among the Company, as borrower, the lenders party thereto, the issuers party thereto, and Credit
Suisse AG, Cayman Islands Branch, as agent, as amended (incorporated herein by reference to Exhibit
10.1 of the Company's Form 10-Q filed on May 2, 2019)
10.34
—
Seventh Amendment to the Second Amended and Restated Credit Agreement, dated as of September
24, 2012, among the Company, as borrower, the lenders party thereto, the issuers party thereto, and
Credit Suisse AG, Cayman Islands Branch, as agent, as amended (incorporated herein by reference to
Exhibit 10.1 of the Company's Form 8-K filed on September 10, 2019)
10.35
—
Term Loan Agreement, dated as of September 9, 2019, by and among the Company, the subsidiaries of
the Company as guarantors thereto, and Credit Suisse International, as lender (incorporated herein by
reference to Exhibit 10.2 of the Company's Form 8-K filed on September 10, 2019)
10.36
—
Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive
Officers) (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter
ended December 31, 2017)
10.37
—
Eighth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 24,
2012, among the Company, as borrower, the lenders and issuers party thereto, and Credit Suisse AG,
Cayman Islands Branch, acting as agent, as amended (incorporated herein by reference to Exhibit 10.45
of the Company's Form 10-Q filed on April 4, 2020)
10.38*
—
Amended and Restated 2014 Long-Term Incentive Plan, as amended
10.39
—
Ninth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 24,
2012, among the Company, as borrower, the lenders party thereto, the issuers party thereto, and Credit
Suisse AG, Cayman Islands Branch, as agent, as amended (incorporated herein by reference to Exhibit
10.1 of the Company's Form 8-K filed on October 13, 2020)
10.40
—
Tenth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 24,
2012, among the Company, as borrower, the lenders and issuers party thereto, and Credit Suisse AG
Cayman Islands Branch, acting as agent, as amended (incorporated herein by reference to Exhibit 10.1
of the Company's Form 8-K filed on September 27, 2021)
10.41
—
Credit Agreement, dated as of October 13, 2022, among Beazer Homes USA, Inc., the several lenders
from time to time parties thereto and JPMorgan Chase Bank, N.A., as an issuing lender and
administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, filed on
October 13, 2022
10.42
—
Commitment Increase Activation Notice, dated October 12, 2023, by and among Beazer Homes USA,
Inc., Flagstar Bank, N.A. and JPMorgan Chase Bank, N.A., as administrative agent and issuing lender
(incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed on February 1, 2024)
10.43
—
Commitment Increase Activation Notice and New Lender Supplement, dated October 12, 2023, by and
among Beazer Homes USA, Inc., Texas Capital Bank and JPMorgan Chase Bank, N.A., as
administrative agent and issuing lender (incorporated by reference to Exhibit 10.2 to the Company’s
Form 10-Q, filed on February 1, 2024)
19
—
Insider Trading Compliance Policy
21
—
Subsidiaries of the Company
22
—
List of Guarantor Subsidiaries (incorporated herein by reference to Exhibit 22 to the Company’s Form
10-Q filed May 1, 2024)
23
—
Consent of Deloitte & Touche LLP
31.1
—
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act
of 2002
81
31.2
—
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act
of 2002
32.1#
—
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
32.2#
—
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
101
—
The consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements
and Supplementary Data” of this Annual Report on Form 10-K are formatted in Inline XBRL
104
—
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Represents a management contract or compensatory plan or arrangement.
# Furnished, not filed.
(b) Exhibits
Reference is made to Item 15(a)3 above. The following is a list of exhibits, included in item 15(a)3 above, that are filed
concurrently with this report.
10.17*
—
Severance and Change In Control Agreement by and between Michael Dunn and the Company effective
as of August 1, 2024
10.21*
—
Offer Letter by and between Michael Dunn and the Company dated August 1, 2024
10.38*
—
Amended and Restated 2014 Long-Term Incentive Plan, as amended
19
—
Insider Trading Compliance Policy
21
—
Subsidiaries of the Company
23
—
Consent of Deloitte & Touche LLP
31.1
—
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act
of 2002
31.2
—
Certification pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act
of 2002
32.1#
—
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
32.2#
—
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
101
—
The consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements
and Supplementary Data” of this Annual Report on Form 10-K are formatted in Inline XBRL
104
—
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Represents a management contract or compensatory plan or arrangement.
# Furnished, not filed.
(c) Financial Statement Schedules
Reference is made to Item 15(a)2 above.
82
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date:
November 13, 2024
Beazer Homes USA, Inc.
By:
/s/ Allan P. Merrill
Name:
Allan P. Merrill
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Date:
November 13, 2024
By:
/s/ Allan P. Merrill
Name:
Allan P. Merrill
Chairman, President, Chief Executive Officer and
Director
Date: November 13, 2024
By:
/s/ David I. Goldberg
Name:
David I. Goldberg
Senior Vice President and Chief Financial Officer
Date:
November 13, 2024
By:
/s/ Lloyd E. Johnson
Name:
Lloyd E. Johnson
Director
Date:
November 13, 2024
By:
/s/ John J. Kelley III
Name:
John J. Kelley III
Director
Date:
November 13, 2024
By:
/s/ Peter M. Orser
Name:
Peter M. Orser
Director
Date:
November 13, 2024
By:
/s/ Norma A. Provencio
Name:
Norma A. Provencio
Director
Date:
November 13, 2024
By:
/s/ June Sauvaget
Name:
June Sauvaget
Director
Date:
November 13, 2024
By:
/s/ Danny R. Shepherd
Name:
Danny R. Shepherd
Director
Date: November 13, 2024
By:
/s/ Alyssa P. Steele
Name:
Alyssa P. Steele
Director
83
Date: November 13, 2024
By:
/s/ C. Christian Winkle
Name:
C. Christian Winkle
Director
84
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Lloyd E. Johnson
(1)(2)(5)(6)
Former Global Managing Director,
Finance and Internal Audit
Accenture Corporation
John J. Kelley III
(2)(4)(5)(6)
Chief Legal Officer and Corporate Vice President
Equifax Inc.
Allan P. Merrill
Chairman, President and Chief Executive Officer
Beazer Homes USA, Inc.
Peter M. Orser
(2)(3)(5)(6)
Former President and Chief Executive Officer
Weyerhaeuser Real Estate Company
Norma A. Provencio, Lead Director
(2)(3)(5)(6)
President and Owner
Provencio Advisory Services Inc.
June Sauvaget
(2)(4)(6)
Vice President, EMEA Marketing
Netflix, Inc.
Danny R. Shepherd
(1)(3)(5)(6)
Former Vice Chairman, Senior Vice President,
Executive Vice President and Chief Operating Officer
Vulcan Materials Company
Alyssa P. Steele
(1)(4)(5)(6)
Chief Executive Officer
Rugs USA, LLC
C. Christian Winkle
(1)(4)(5)(6)
Former Chief Executive Officer
Sunrise Senior Living
COMMITTEES
(1) Member of the Audit Committee
(2) Member of the Human Capital Committee
(3) Member of the Governance Committee
(4) Member of the Finance and Development Committee
(5) Audit Committee Financial Expert, as defined by
SEC regulations
(6) Independent, within the meaning of the Sarbanes-Oxley Act
and NYSE Listing Standards
BOARD OF
DIRECTORS
Allan P. Merrill
Chairman, President and Chief Executive Officer
Michael A. Dunn
Senior Vice President, General Counsel,
Corporate Secretary and Compliance Officer
David I. Goldberg
Senior Vice President and Chief Financial Officer
OFFICERS
INDEPENDENT AUDITORS
Deloitte & Touche LLP
BEAZER HOMES CONFIDENTIAL ETHICS HOTLINE
Beazer Homes is committed to maintaining the highest ethical standards and compliance
with the law at all levels. We maintain an ethics hotline to help ensure that all instances
of known or suspected fraud, theft, accounting or auditing improprieties, other financial
misconduct and any other type of misconduct involving a violation of Beazer Homes’
Code of Business Conduct and Ethics, the assets, operations or employees of Beazer
Homes USA, Inc. are reported.
Interested parties may contact the hotline by calling 1-866-457-9346 and reporting their
concerns to a representative of Global Compliance, a third-party company that adminis-
ters our ethics hotline.
Alternatively, interested parties can report any such concern by visiting the following
website: www.integrity-helpline.com. The link provides an online form that upon com-
pletion will be submitted directly to Global Compliance. Interested parties may report
their concerns anonymously, should they wish to do so. All concerns, whether reported
through the toll-free number or the online form, will be directed to certain officers of
Beazer Homes, and will be reviewed and investigated as appropriate. Where warranted
after investigation, messages will be summarized and referred to the Audit Committee of
our Board of Directors for appropriate action.
INQUIRIES
Individuals seeking financial data or information about the Company and its operations
should visit the Company’s website at www.beazer.com or contact our Investor Relations
and Corporate Communications Department.
FINANCIAL INFORMATION
Copies of Beazer Homes USA, Inc.’s Annual Report on Form 10-K, Proxy Statement
and Forms 10-Q and 8-K, as filed with the United States Securities and Exchange
Commission, will be furnished upon written request to our Investor Relations and
Corporate Communications Department or can be accessed at www.beazer.com.
TRANSFER AGENT
Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, New York 10005
(800) 937-5449
TRADING INFORMATION
Beazer Homes USA, Inc. lists its common stock on the New York Stock
Exchange (NYSE) under the symbol “BZH."
DUPLICATE MAILINGS
If you are receiving duplicate or unwanted copies of our publications,
please contact Equiniti Trust Company, LLC at the number listed above.
CERTIFICATION TO NYSE
Pursuant to Section 303A.12(a) of the New York Stock Exchange
Listed Company Manual, the Company submitted the Annual CEO
Certification to the NYSE, effective February 12, 2024.
CORPORATE HEADQUARTERS
Beazer Homes USA, Inc.
2002 Summit Boulevard NE, 15
th Floor
Atlanta, Georgia 30319
(770) 829-3700 | www.beazer.com