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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 001-12822
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BEAZER HOMES USA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-2086934
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5775 PEACHTREE DUNWOODY ROAD, SUITE B-200, ATLANTA, GEORGIA 30342
(Address of principal executive offices) (Zip code)
(Registrant's telephone number including area code) (404) 250-3420
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF SECURITIES EXCHANGES ON WHICH REGISTERED
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Common Stock, $.01 par value per share...................... New York Stock Exchange
Preferred Share Purchase Rights............................. New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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 such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant (8,324,145 shares) as of December 10, 1999,
based on the closing sale price per share as reported by the New York Stock
Exchange on such date, was $148,273,833. The number of shares outstanding of the
registrant's Common Stock as of December 10, 1999 was 8,864,822.
DOCUMENTS INCORPORATED BY REFERENCE
PART OF 10-K
WHERE INCORPORATED
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Portions of the registrant's 1999 Annual Report to
Shareholders for the fiscal year ended September 30,
1999...................................................... II
Portions of the registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held on February 3, 2000.... I, III
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BEAZER HOMES USA, INC.
FORM 10-K
INDEX
PAGE
NUMBER
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PART I.
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 10
Item 3. Legal Proceedings........................................... 10
Item 4. Submission of Matters to a Vote of Security Holders......... 10
PART II.
Item 5. Market for the Company's Common Equity and Related
Stockholder Matters......................................... 11
Item 6. Selected Financial Data..................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 11
Item 8. Financial Statements and Supplementary Data................. 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 12
PART III.
Item 10. Directors and Executive Officers of the Registrant.......... 12
Item 11. Executive Compensation...................................... 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 12
Item 13. Certain Relationships and Related Transactions.............. 12
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 12
SIGNATURES
ITEM 1. BUSINESS
Our principal executive offices are located at 5775 Peachtree Dunwoody Road,
Suite B-200, Atlanta, Georgia 30342, telephone (404) 250-3420. We also provide
information about our active communities and mortgage financing through our
Internet web site located at www.beazer.com.
Beazer Homes USA, Inc. designs, builds and sells single family homes in the
following locations within the United States:
REGION/STATE MARKET(S)/YEAR ENTERED
- ------------ ------------------------------------------------------------
SOUTHEAST REGION:
Florida..................... Jacksonville (1993), Fort Myers/Naples (1996), Tampa/St.
Petersburg (1996), Treasure Coast (1995), Orlando (1997)
Georgia..................... Atlanta (1985)
North Carolina.............. Charlotte (1987), Raleigh (1992), Greensboro (1999)
South Carolina.............. Charleston (1987), Columbia (1993), Myrtle Beach (1996),
Greenville (1998)
Tennessee................... Knoxville (1995), Nashville (1987)
SOUTHWEST REGION:
Arizona..................... Phoenix (1993)
California.................. Los Angeles County (1993), Orange County (1993), Riverside &
San Bernadino Counties (1993), San Diego County (1992),
Ventura County (1993), Sacramento (1993)
Nevada...................... Las Vegas (1993)
CENTRAL REGION:
Texas....................... Dallas (1995), Houston (1995)
MID-ATLANTIC REGION:
Maryland.................... Baltimore (1998), Metro-Washington DC (1998)
New Jersey/ Central and Southern New Jersey (1998), Bucks County, PA
Pennsylvania.............. (1998)
Virginia.................... Fairfax County (1998), Loudoun County (1998), Prince William
County (1998)
We design our homes to appeal primarily to entry-level and first time
move-up home buyers. Our objective is to provide our customers with homes that
incorporate quality and value while seeking to maximize our return on invested
capital. To achieve this objective, we have developed a business strategy which
focuses on the following elements:
GEOGRAPHIC DIVERSITY AND GROWTH MARKETS. We compete in a large number of
geographically diverse markets in an attempt to reduce our exposure to any
particular regional economy. Virtually all of the markets in which we operate
have experienced significant population growth in recent years. Within these
markets, we build homes in a variety of projects, typically with fewer than 150
homesites.
QUALITY HOMES FOR ENTRY-LEVEL AND FIRST TIME MOVE-UP HOME BUYERS. We seek
to maximize customer satisfaction by offering homes which incorporate quality
materials, distinctive design features, convenient locations and competitive
prices. We focus on entry-level and first time move-up home buyers because we
believe they represent the largest segment of the homebuilding market. During
fiscal year 1999, the average sales price of our homes sold was approximately
$181,400.
ADDITIONAL PRODUCTS AND SERVICES FOR HOMEBUYERS. In order to maximize our
profitability and provide our homebuyers with the additional products and
services that they desire, we have incorporated design centers and mortgage
origination operations into our business. Recognizing that
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homebuyers want to choose certain components of their new home, we began
offering limited customization through the use of design centers in most of our
markets. These design centers allow the homebuyer to select certain
non-structural customizations for their homes such as cabinetry, flooring,
fixtures, appliances and wallcoverings. Additionally, recognizing the
homebuyer's desire to simplify the financing process, we began originating
mortgages on behalf of our customers through Beazer Mortgage Corp.
DECENTRALIZED OPERATIONS WITH EXPERIENCED MANAGEMENT. We believe our
in-depth knowledge of our local markets enables us to better serve our
customers. Our local managers, who have significant experience in both the
homebuilding industry and the markets they serve, are responsible for operating
decisions regarding design, construction and marketing. We combine these
decentralized operations with a centralized corporate-level management which
controls decisions regarding overall strategy, land acquisitions and financial
matters.
CONSERVATIVE LAND POLICIES. We seek to maximize our return on capital by
limiting our investment in land and by focusing on inventory turnover. To
implement this strategy and to reduce the risks associated with investments in
land, we use options to control land whenever possible. In addition, we do not
speculate in unentitled land.
VALUE CREATED. We measure our financial performance using Value Created, a
variation of economic profit or economic value added. Value Created measures the
extent to which we beat our cost of capital.
COMPANY HISTORY
In March 1994, we completed a concurrent initial public offering of common
stock and issuance of senior notes (the "IPO"). Prior to our IPO, we were an
indirect wholly-owned subsidiary of Hanson PLC ("Hanson"), a company registered
in the United Kingdom. As a result of the IPO, Hanson's ownership interest in
the Company was reduced to approximately 30%. Hanson currently does not hold any
investment or ongoing interest in us.
RECENT BUSINESS DEVELOPMENTS
COMMON STOCK REPURCHASE PROGRAM: In November 1999, our Board of Directors
approved a stock repurchase plan authorizing the purchase of up to 500,000
shares of our outstanding common stock. Such repurchases, if completed, would be
affected at various prices from time to time in the open market.
INTERNET E-BUSINESS STRATEGY: During 1999 we upgraded and expanded our
website at beazer.com, which is currently used principally as a tool for
marketing our homes and services to our customers. We anticipate upgrading our
website further during 2000 to provide additional ability to communicate with
our customers, employees, suppliers and subcontractors. We are also actively
evaluating means of using the internet to conduct transactions both between us
and the consumer (B2C) and between us and other businesses (B2B).
MARKETS AND PRODUCT DESCRIPTION
We evaluate a number of factors in determining which geographic markets to
enter or in which to concentrate our homebuilding activities. We attempt to
anticipate swings in economic and real estate conditions by evaluating such
statistical information as
(1) the historical and projected growth of the population;
(2) the number of new jobs created or projected to be created;
(3) the number of housing starts in previous periods;
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(4) building lot availability and price;
(5) housing inventory;
(6) level of competition; and
(7) home sale absorption rates.
We generally seek to avoid direct competition in a particular market with
respect to product type and 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,
margins, timing and the economic strength of the market. While remaining
responsive to market opportunities within the industry, in recent years we have
focused, and intend to continue to focus, our business primarily on entry-level
and first time move-up housing in the form of single family detached homes and
townhouses. Entry-level homes generally are those homes priced at the lower end
of the market and target first time home buyers, while first time move-up homes
generally are priced in the mid-to-upper price range and target a wide variety
of home buyers as they progress in income and family size. Although some of our
move-up homes are priced at the upper end of the market and we offer a selection
of amenities, we generally do not build "custom homes," and our prices of first
time move-up homes generally are well below the prices of custom homes in most
areas. We attempt to maximize efficiency by using standardized design plans
whenever possible.
The following table summarizes certain operating information regarding our
markets as of and for the year ended September 30, 1999 (DOLLARS IN THOUSANDS).
NUMBER OF NUMBER OF AVERAGE UNITS IN DOLLAR VALUE
ACTIVE HOMES CLOSING BACKLOG AT OF BACKLOG AT
STATE SUBDIVISIONS CLOSED PRICE YEAR END YEAR END
- ----- ------------ --------- -------- ---------- -------------
Arizona.................................. 30 1,224 $139.1 462 $ 70,306
California............................... 25 1,275 $231.7 205 52,114
Florida.................................. 42 986 $193.1 389 78,665
Georgia.................................. 7 227 $193.6 60 13,367
Maryland................................. 12 306 $192.6 154 31,756
Nevada................................... 8 358 $171.2 119 19,645
New Jersey............................... 8 211 $275.2 108 32,310
North Carolina........................... 23 900 $139.9 253 34,198
South Carolina........................... 15 509 $121.5 177 22,686
Tennessee................................ 24 486 $198.6 120 23,515
Texas.................................... 26 597 $178.8 206 38,195
Virginia................................. 21 510 $210.3 305 64,757
--- ----- ----- --------
Total Company............................ 241 7,589 $181.4 2,558 $481,514
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Our homebuilding and marketing activities are conducted under the name of
Beazer Homes in each of our markets except as follows:
MARKET DOING BUSINESS AS
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Jacksonville.............................................. Panitz Homes
Tennessee................................................. Phillips Builders
North Carolina............................................ Squires Homes
South Carolina............................................ Squires Homes
3
CORPORATE OPERATIONS
We perform the following functions at a centralized level:
(1) evaluate and select geographic markets;
(2) allocate capital resources to particular markets, including with respect
to land acquisitions;
(3) maintain our relationship with lenders to regulate the flow of financial
resources and develop consistent relationships with our lenders;
(4) maintain centralized information systems; and
(5) monitor the decentralized operations of the Company's subsidiaries and
divisions.
We allocate capital resources necessary for new projects in a manner
consistent with our overall operating strategy. We utilize VALUE CREATED, return
on capital employed and profit margin as criteria for our allocation of capital
resources. We will vary the capital allocation based on market conditions,
results of operations and other factors. Capital commitments are determined
through consultation among selected executive and operational personnel, who
play an important role in ensuring that new projects are consistent with our
strategy. Centralized financial controls are also maintained through the
standardization of accounting and financial policies and procedures.
Structurally, we operate through separate divisions, which are generally
located within the areas in which they operate. Each division is managed by
executives with substantial experience in the division's market. In addition,
each division is equipped with the skills to complete the functions of land
acquisition, map processing, land development, construction, marketing, sales
and product service.
LAND ACQUISITION AND DEVELOPMENT
Substantially all of 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. In certain situations, we will
purchase unentitled property where we perceive an opportunity to build on such
property in a manner consistent with our strategy. The term "entitlements"
refers to development agreements, tentative maps or recorded plats, depending on
the jurisdiction within 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.
We select our land for development based upon a variety of factors, including
(1) internal and external demographic and marketing studies;
(2) suitability for projects comprised of generally less than 150 homesites;
(3) suitability for development during the time period of one to five years
from the beginning of the development process to the last closing;
(4) financial review as to the feasibility of the proposed project,
including projected value created, profit margins and returns on capital
employed;
(5) the ability to secure governmental approvals and entitlements;
(6) environmental and legal due diligence;
(7) competition;
(8) proximity to local traffic corridors and amenities; and
(9) management's judgment as to the real estate market, economic trends and
the Company's experience in a particular market.
We generally purchase land or obtain an option to purchase land, which, in
either case, requires certain site improvements prior to construction. Where
required, we then undertake or, in the case of land under option, the grantor of
the option then undertakes, the development activities (through
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contractual arrangements with local developers) that include site planning and
engineering, as well as constructing road, sewer, water, utilities, drainage and
recreational facilities and other amenities. When available in certain markets,
we also buy finished lots that are ready for construction.
We strive to develop a design and marketing concept for each of our
projects, which includes determination of size, style and price range of the
homes, layout of streets, layout of individual lots and overall community
design. The product line offered in a particular project depends upon many
factors, including the housing generally available in the area, the needs of a
particular market and our cost of lots in the project. We are, however, often
able to use standardized design plans.
The development and construction of each project are managed by our
operating divisions, each of which is led by a president who, in turn, reports
to the our Chief Operating Officer and our Chief Executive Officer. At the
development stage, a manager (who may be assigned to several projects and
reports to the president of the division) supervises development of buildable
lots. In addition, a field superintendent is located at each project site to
supervise actual construction, and each division has one or more customer
service and marketing representatives assigned to projects operated by that
division.
The following table sets forth, by state, land controlled by us as of
September 30, 1999:
LOTS OWNED LOTS UNDER CONTRACT
------------------------------------------------------------- ----------------------------------
UNDEVEL- LOTS UNDER HOMES TOTAL UNDEVEL- TOTAL
OPED DEVELOP- FINISHED UNDER CON- LOTS FINISHED OPED LOTS UNDER
LOTS (1) MENT LOTS STRUCTION (2) OWNED LOTS (3) LOTS (3) CONTRACT
--------- ---------- -------- -------------- -------- --------- --------- ----------
SOUTHEAST REGION:
Georgia............ -- -- 36 86 122 323 -- 323
North Carolina..... -- 309 386 304 999 1,754 1,345 3,099
South Carolina..... 25 360 108 340 833 1,602 786 2,388
Tennessee.......... -- 6 32 157 195 1,658 -- 1,658
Florida............ -- 356 325 253 934 1,231 531 1,762
SOUTHWEST REGION:
Arizona............ -- -- 550 424 974 2,014 -- 2,014
California......... -- 431 657 585 1,673 381 403 784
Nevada............. -- -- 285 150 435 172 -- 172
CENTRAL REGION:
Texas.............. -- 696 444 290 1,430 372 -- 372
MID-ATLANTIC REGION:
Maryland........... 69 221 162 141 593 423 -- 423
New Jersey......... 241 48 144 67 500 115 655 770
Virginia........... -- 127 110 175 412 596 -- 596
--- ----- ----- ----- ----- ------ ----- ------
TOTAL................ 335 2,554 3,239 2,972 9,100 10,641 3,720 14,361
=== ===== ===== ===== ===== ====== ===== ======
TOTAL
LOTS
CONTROLLED
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SOUTHEAST REGION:
Georgia............ 445
North Carolina..... 4,098
South Carolina..... 3,221
Tennessee.......... 1,853
Florida............ 2,696
SOUTHWEST REGION:
Arizona............ 2,988
California......... 2,457
Nevada............. 607
CENTRAL REGION:
Texas.............. 1,802
MID-ATLANTIC REGION:
Maryland........... 1,016
New Jersey......... 1,270
Virginia........... 1,008
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TOTAL................ 23,461
======
(1) "Undeveloped Lots" consists of raw land that is expected to be developed
into the respective number of lots reflected in this table.
(2) The category "Homes Under Construction" represents lots in which
construction on a home has commenced.
(3) The classification within Lots Under Contract for this schedule is based
upon level of completion at delivery as stated in the option contract.
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OPTION CONTRACTS: We acquire certain lots by means of option contracts. Option
contracts generally require the payment of a cash deposit or issuance of a
letter of credit for the right to acquire lots during a specified period of time
at a certain price. Our option contracts have expiration periods ranging from
one to 60 months.
Under option contracts without specific performance obligations, our
liability is limited to forfeiture of deposits, which aggregated approximately
$21.7 million at September 30, 1999, and is included in inventory on our balance
sheet. At September 30, 1999, committed amounts under option contracts without
spectific performance obligations aggregated $363.1 million.
Under option contracts with specific performance obligations, we are
generally required to purchase specific numbers of lots on fixed dates pursuant
to a contractually established schedule. Under such option contracts with
specific performance obligations, the party granting the option is required to
maintain and/or develop the property pursuant to certain standards specified in
the contract. They are required to deliver lots which are free of any liens and
are appropriate for residential building pursuant to a specified schedule. If we
fail to purchase the required number of lots on the date fixed for purchase
pursuant to such option contracts and the party granting the option has
fulfilled its obligations under the contract, the party granting the option to
us generally has the right to either terminate the option granted pursuant to
the option contract in its entirety or to require us to purchase the remaining
lots. If the party granting the option fails to meet our obligations under such
option contracts, we generally may, at our option, either not make the lot
purchase or require the party granting the option to cure the deficiency. Under
such option contracts, if we purchase a lot and subsequently discover that the
lot did not meet all of the conditions specified by the option contract, we
generally may require the party granting the option to repurchase the lot or
cure the deficiency. At September 30, 1999, committed amounts under option
contracts with specific performance obligations aggregated $47.7 million.
CONSTRUCTION
We act as the general contractor for the construction of our projects. Our
project development operations are controlled by our subsidiaries and divisions,
whose employees supervise the construction of each project, coordinate the
activities of subcontractors and suppliers, subject their work to quality and
cost controls and assure compliance with zoning and building codes. We specify
that quality, durable materials be used in the construction of our homes. Our
subcontractors follow design plans prepared by architects and engineers who are
retained by us and whose designs are geared to the local market. Subcontractors
typically are retained on a project-by-project basis to complete construction at
a fixed price. Agreements with our subcontractors and materials' suppliers are
generally entered into after competitive bidding, and we do not have any
long-term contractual commitments with any of our subcontractors or suppliers.
In connection with this competitive bid process, we obtain information from
prospective subcontractors and vendors with respect to their financial condition
and ability to perform their agreements with us. 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, and such materials and services have been and
continue to be available. Material prices may fluctuate, however, due to various
factors, including demand or supply shortages, which may be beyond the control
of the our vendors. From time to time we enter into regional and national supply
contracts with certain of our vendors. We believe that our relationships with
our suppliers and subcontractors are good. We are actively exploring ways in
which we can use our internet presence to maximize business to business
e-commerce applications with our suppliers and subcontractors.
Construction time for our homes depends on the availability of labor,
materials and supplies, product type and location. Homes are designed to promote
efficient use of space and materials, and to minimize construction costs and
time. In all of our markets except California, construction of a home
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historically has been completed within three to four months following
commencement of construction. In California, construction of a home historically
has been completed within four to eight months following commencement of
construction. At September 30, 1999, we had 385 finished homes, of which 223
were sold and included in backlog at such date.
WARRANTY PROGRAM
We have established a risk retention group, United Home Insurance Corp.
("UHIC"), to self-insure our structural warranty obligations and replace our
warranty program with Home Buyers Warranty Corporation ("HBW"). UHIC began
providing insurance to Beazer homebuyers during fiscal 1998. We believe this
results in cost savings as well as increased control over the warranty process.
The first year of our warranty covers defects in plumbing, electrical, heating,
cooling and ventilation systems, and major structural defects; the second year
of such warranty covers major structural defects and certain defects in
plumbing, electrical, heating, cooling and ventilation systems of the home
(exclusive of defects in appliances, fixtures and equipment); and the final
eight years of protection cover only major structural defects. An allowance of
approximately 0.5% to 1.0% of the sale price of a home is established to cover
warranty expenses, although this allowance is subject to adjustment in special
circumstances. Our historical experience is that such warranty expenses
generally fall within the amount established for such allowance.
We provide a one-year limited warranty of workmanship and materials with
each of our homes, which generally includes home inspection visits with the
customer during the first year following the purchase of a home. We subcontract
our homebuilding work to subcontractors who provide us with an indemnity and a
certificate of insurance prior to receiving payments for their work and,
therefore, claims relating to workmanship and materials are generally the
primary responsibility of the our subcontractors.
For homes closed prior to September 30, 1997, we provided a 10-year
homeowners' warranty through a single national agreement with HBW. The terms of
the warranty are materially consistent with those currently provided through
UHIC.
We do not currently have any material litigation or claims regarding
warranties or latent defects with respect to the construction of our homes. We
believe that our warranty accrual or insurance will substantially cover claims
and litigation.
MARKETING AND SALES
We make extensive use of advertising and other promotional activities,
including our website (beazer.com), newspaper advertisements, brochures, direct
mail and the placement of strategically located signboards in the immediate
areas of our developments.
We normally build, decorate, furnish and landscape between one and five
model homes for each project and maintain on-site sales offices. At
September 30, 1999, the Company maintained 298 model homes, of which were 211
owned and 87 were leased from third parties pursuant to sale and leaseback
agreements. We believe that model homes play a particularly important role in
our marketing efforts. Consequently, we expend a significant effort in creating
an attractive atmosphere at our model homes. Interior decorations are undertaken
by both in-house and local third-party design specialists, and vary within our
models based upon the lifestyles of targeted homebuyers. The purchase of
furniture, fixtures and fittings is coordinated to ensure that manufacturers'
bulk discounts are utilized to the maximum extent. Structural changes in design
from the model homes are not generally permitted, but homebuyers may select
various optional amenities. We also use a cross-referral program that encourages
our personnel to direct customers to other Beazer subdivisions based on the
customers' needs.
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We generally sell our homes through commissioned employees (who typically
work from the sales offices located at the model homes used in the subdivision)
as well as through independent brokers. Our personnel are available to assist
prospective homebuyers by providing them with floor plans, price information and
tours of model homes and in connection with the selection of options. The
selection of interior features that we offer is a principal component of our
marketing and sales efforts. Sales personnel are trained by us and attend
periodic meetings to be updated on sales techniques, competitive products in the
area, the availability of financing, construction schedules, marketing and
advertising plans, which management believes result in a sales force with
extensive knowledge of our operating policies and housing products. Our policy
also provides that sales personnel be licensed real estate agents where required
by law. We also build a number of homes for which no signed sales contract
exists at the time of commencement of construction. The use of an inventory of
such homes is necessary to satisfy the requirements of relocated personnel and
of independent brokers, who often represent customers who require a completed
home within 60 days. At September 30, 1999, excluding models, we had 1,056 homes
either finished or at various stages of completion for which we had not received
a sales contract.
We sometimes use various sales incentives (such as landscaping and certain
interior home options and upgrades) in order to attract homebuyers. The use of
incentives depends largely on local economic and competitive market conditions.
CUSTOMER FINANCING
We provide customer financing through Beazer Mortgage. Beazer Mortgage
provides mortgage origination services only, and does not retain or service the
mortgages that it originates. These mortgages are generally funded by one of a
network of mortgage lenders arranged for us by Homebuilders Financial Network,
an independent consultant. Beazer Mortgage can provide qualified home buyers
numerous financing options, including a wide variety of conventional, FHA and VA
financing programs. In certain situations we will seek to assist our home buyers
in obtaining financing from outside mortgage lenders and in certain limited
circumstances, we may attempt to minimize potential risks relating to the
availability of customer financing by purchasing mortgage financing commitments
that lock in the availability of funds and interest rates at specified levels
for a certain period of time. Since substantially all home buyers utilize
long-term mortgage financing to purchase a home, adverse economic conditions,
increases in unemployment and high mortgage interest rates may deter and
eliminate a substantial number of potential home buyers from our markets in the
future.
COMPETITION AND MARKET FACTORS
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 some
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, available rental housing and, to a lesser extent,
resales of condominiums. We believe that we compare favorably to other builders
in the markets in which we operate, due primarily to
(1) our experience within our geographic markets and breadth of product
line, which allow us to vary our regional product offerings to reflect
changing market conditions;
(2) our responsiveness to market conditions, enabling us to capitalize on
the opportunities for advantageous land acquisitions in desirable
locations; and
(3) our reputation for quality design, construction and service.
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The housing industry is cyclical and is affected by consumer confidence
levels, prevailing economic conditions generally, and interest rate levels in
particular. A variety of other factors affect the housing industry and demand
for new homes, including the availability of labor and materials and increases
in the costs thereof, changes in costs associated with home ownership such as
increases in property taxes and energy costs, changes in consumer preferences,
demographic trends and the availability of and changes in mortgage financing
programs.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
Substantially all of our land is purchased with entitlements, giving us the
right to obtain building permits upon compliance with specified conditions,
which generally are within our control. Upon compliance with such conditions, we
must obtain building permits. The length of time necessary to obtain such
permits and approvals affects the carrying costs of unimproved property acquired
for the purpose of development and construction. In addition, the continued
effectiveness of permits already granted is subject to factors such as changes
in policies, rules and regulations and their interpretation and application.
Several governmental authorities have imposed impact fees as a means of
defraying the cost of providing certain governmental services to developing
areas. To date, the governmental approval processes discussed above have not had
a material adverse effect on our development activities, and indeed all
homebuilders in a given market face the same fees and restrictions. There can be
no assurance, however, that these and other restrictions will not adversely
affect us in the future.
We may also be subject to periodic delays or may be precluded entirely from
developing communities due to building moratoriums or "slow-growth" or
"no-growth" initiatives or building permit allocation ordinances which could be
implemented in the future in the states and markets in which we operate.
Substantially all of our land is entitled and, therefore, the moratoriums
generally would only adversely affect us if they arose from health, safety and
welfare issues such as insufficient water or sewage facilities. Local and state
governments also have broad discretion regarding the imposition of development
fees for projects in their jurisdiction. These are normally established,
however, when we receive recorded final maps and building permits. We are also
subject to a variety of local, state and federal statutes, ordinances, rules and
regulations concerning the protection of health 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.
BONDS AND OTHER OBLIGATIONS
We are frequently required, in connection with the development of our
projects, to obtain letters of credit and performance, maintenance and other
bonds in support of our related obligations with respect to such developments.
The amount of such obligations outstanding at any time varies in accordance with
the 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. At September 30, 1999, there were approximately
$39.4 million and $115.7 million of outstanding letters of credit and
performance bonds, respectively, for such purposes. We do not believe that any
such bonds or letters of credit are likely to be drawn upon.
EMPLOYEES AND SUBCONTRACTORS
At September 30, 1999, we employed 1,468 persons, of whom 322 were sales and
marketing personnel, 473 were executive, management and administrative
personnel, 618 were involved in construction and 55 were personnel of Beazer
Mortgage. Although none of the our employees are covered by collective
bargaining agreements, certain of the subcontractors engaged by us are
represented by labor unions or are subject to collective bargaining
arrangements. We believe that our relations with our employees and
subcontractors are good.
9
ITEM 2. PROPERTIES
We lease approximately 12,000 square feet of office space in Atlanta,
Georgia to house our corporate headquarters. We also lease an aggregate of
approximately 201,000 square feet of office space for our subsidiaries'
operations at various locations. We own approximately 18,500 square feet of
manufacturing space and 6,800 square feet of office space in Nashville,
Tennessee.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings, all of which have arisen in
the ordinary course of business and some of which are covered by insurance. In
our opinion, none of the claims relating to such proceedings will have a
material adverse effect on our financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report.
SEPARATE ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
Unless otherwise indicated, the following executive officers have served in
their current capacity since 1994, the year of our initial public offering.
NAME AGE POSITION
- ---- -------- -------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
Ian J. McCarthy........................ 47 President, Chief Executive Officer and Director
Michael H. Furlow (i).................. 49 Executive Vice President, Chief Operating Officer
David S. Weiss......................... 39 Executive Vice President, Chief Financial Officer
and Director
John Skelton........................... 50 Senior Vice President, Financial Planning
Peter H. Simons........................ 40 Senior Vice President, Corporate Development
- ------------------------
(i) Since October 1997
All officers are elected by the Board of Directors.
10
There are no family relationships nor arrangements or understandings
pursuant to which any of the officers listed were elected. See pages 4 to 5 of
our Proxy Statement for the Annual Meeting of Shareholders to be held on
February 3, 2000 for a description of employment arrangements with certain
executive officers.
BUSINESS EXPERIENCE
Refer to pages 4 and 5 of our Proxy Statement for the Annual Meeting of
Shareholders to be held on February 3, 2000 for the business experience of
Messrs. Ian J. McCarthy, and David S. Weiss.
MICHAEL H. FURLOW. Mr. Furlow joined us in October 1997 as the Executive
Vice President for Operations. In this capacity the Division Presidents report
to Mr. Furlow and he is responsible for the performance of those operating
divisions. During the preceding 12 years Mr. Furlow was with Pulte Home
Corporation in various field and corporate roles, most recently as a Regional
President. Mr. Furlow received a Bachelor of Arts degree with honors in
accounting from the University of West Florida and initially worked as a CPA for
Arthur Young & Company.
JOHN SKELTON. Mr. Skelton has served as Senior Vice President, Operations
since March 1994 and was appointed Senior Vice President, Financial Planning in
fiscal 1999. Mr. Skelton served as Vice President and Chief Financial Officer of
Beazer Homes, Inc. since 1985 and Vice President and Chief Financial Officer of
Beazer Homes Holdings, Inc. since April 1993. During the period 1977 to 1985,
Mr. Skelton served as Finance Director of Leech Homes, a subsidiary of Leech PLC
which was acquired by Beazer PLC in 1985. After graduating with a Bachelor's
degree from Durham University in the United Kingdom, he was employed by
Deloitte & Touche and is a Fellow of the Institute of Chartered Accountants in
England and Wales.
PETER H. SIMONS. Mr. Simons has served as Vice President of Corporate
Development (since October 1998 SVP) since September 1994. The preceding year,
he was Director of Operations for Lokelani Homes in Hawaii. From 1989 to 1993,
Mr. Simons was a Senior Project Manager for Castle & Cooke Properties in Hawaii.
Mr. Simons earned a Bachelor of Arts degree from Yale University and a Masters
in Public and Private Management from the Yale School of Management.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On December 10, 1999, Beazer Homes USA, Inc. had approximately 68
shareholders of record and 8,864,822 shares of common stock outstanding.
The remaining information required by this item is incorporated by reference
to the information set forth under the captions "Trading Information" and
"Quarterly Stock Price Information" located on Page 53 and 58, respectively, of
our Annual Report to Shareholders for the year ended September 30, 1999.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference from page
23 of our Annual Report to Shareholders for the year ended September 30, 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information required by this item is incorporated by reference from
pages 25 to 34 of our Annual Report to Shareholders for the year ended
September 30, 1999.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not materially affected by any market risk sensitive instruments.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference from
pages 36 to 53 of our Annual Report to Shareholders for the year ended
September 30, 1999.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements between us and our accountants on
accounting and financial disclosure matters during the fiscal years ended
September 30, 1999 and 1998.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Director information is incorporated by reference from page 4 to 5 of our
Proxy Statement for the Annual Meeting of Shareholders to be held February 3,
2000. Information regarding our executive officers is set forth herein under
Part I as a separate item.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from page
17 of our Proxy Statement for the Annual Meeting of Shareholders to be held
February 3, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this is incorporated by reference from page 13
of our Proxy Statement for the Annual Meeting of Shareholders to be held
February 3, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The Independent Auditors' Report and the following consolidated financial
statements are incorporated by reference from our Annual Report to Shareholders
for the fiscal year ended September 30, 1999 in Part II, Item 8 of this report:
Consolidated Statements of Operations for the years ended September 30,
1999, 1998 and 1997.
Consolidated Balance Sheets as of September 30, 1999 and 1998.
Consolidated Statement of Stockholders' Equity for the years ended
September 30, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended September 30,
1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
None required
12
3. Exhibits
PAGE HEREIN OR
EXHIBIT INCORPORATE BY
NUMBER EXHIBIT DESCRIPTION REFERENCE FROM
- --------------------- ------------------- ----------------
3.1 -- Amended and Restated Certificate of Incorporation of
Company. (7)
3.2 -- Amended and Restated Bylaws of the Company (7)
4.1 -- Indenture dated as of March 2, 1994 among the Company, its
subsidiaries party thereto, and Continental Bank, National
Association, as trustee, relating to the Company's 9% Senior
Notes due 2004 (the "9% Notes"). (1)
4.2 -- First Supplemental Indenture (9% Notes) dated June 13, 1995 (13)
4.3 -- Second Supplemental Indenture (9% Notes) dated February 1,
1996 (13)
4.4 -- Third Supplemental Indenture (9% Notes) dated March 18, 1998 (13)
4.5 -- Fourth Supplemental Indenture (9% Notes) dated July 20, 1998 (14)
4.6 -- Form of 9% Senior Note due 2004. (2)
Indenture dated as of March 25, 1998 among the Company, its
subsidiaries party thereto, and US Bank Trust National
Association, as trustee, relating to the Company's 8 7/8%
Senior Notes due 2008. (13)
4.7 -- Form of 8 7/8% Senior Note due 2008 (13)
4.8 -- First Supplemental Indenture (8 7/8% Notes) dated July 20,
1998 (14)
4.9 -- Specimen of Common Stock Certificate (6)
4.12 -- Form of Indenture between the Company and the First National
Bank of Boston, as trustee, relating to the 8% Convertible
Subordinated Debentures due 2005. (4)
4.13 -- Form of 8% Convertible Subordinated Debenture due 2005 (4)
4.14 -- Retirement Savings and Investment Plan (the "RSIP"). (5)
4.15 -- RSIP Summary Plan Description. (5)
4.16 -- Rights Agreement, dated as of June 21, 1996, between the
Company and First Chicago Trust Company of New York, as
Rights Agent. (8)
10.1 -- Amended 1994 Stock Incentive Plan. (3)
10.2 -- Non-Employee Director Stock Option Plan. (3)
10.3 -- Asset Purchase Agreement dated as of October 26, 1998
between Beazer Homes Corp. and Trafalgar House Property,
Inc. (12)
10.4-7 -- Amended and Restated Employment Agreements dated as of
March 31, 1995:
10.4 -- Ian J. McCarthy. (9)
10.5 -- David S. Weiss. (9)
10.6 -- John Skelton. (9)
10.7 -- Employment Agreement dated as of January 13, 1998--Michael
H. Furlow (13)
13
PAGE HEREIN OR
EXHIBIT INCORPORATE BY
NUMBER EXHIBIT DESCRIPTION REFERENCE FROM
- --------------------- ------------------- ----------------
10.8-11 -- Supplemental Employment Agreements dated as of July 17,
1996:
10.8 -- Ian J. McCarthy. (10)
10.9 -- David S. Weiss. (10)
10.10 -- John Skelton. (10)
10.11 -- Peter H. Simons. (10)
10.12 -- Amended and Restated Credit Agreement dated as of
November 3, 1998 between the Company and First National
Bank of Chicago, as Agent, and Comerica Bank and Guaranty
Federal Bank, F.S.B as Managing Agents (14)
11 -- Earnings Per Share Calculations Filed herewith
13 -- Annual Report to Shareholders for the year ended September
30, 1999 Filed herewith
21 -- Subsidiaries of the Company Filed herewith
23 -- Consent of Deloitte & Touche LLP Filed herewith
27 -- Financial Data Schedule Filed herewith
- ------------------------
(1) Incorporated herein by reference to the exhibits to the Company's report on
Form 10-Q for the quarterly period ended March 31, 1994.
(2) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (Registration No. 33-72982) initially
filed on December 15, 1993.
(3) Incorporated herein by reference to the exhibits to the Company's report on
Form 10-K for the year ended September 30, 1994.
(4) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-3 (Registration No. 33-92892) initially
filed on June 15, 1995.
(5) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-8 (Registration No. 33-91904) filed on May
4, 1995.
(6) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (Registration No. 33-72576) initially
filed on December 6, 1993.
(7) Incorporated herein by reference to the exhibits to the Company's report on
Form 8-K filed on May 30, 1996.
(8) Incorporated herein by reference to the exhibits to the Company's report on
Form 8-K filed on June 21, 1996
(9) Incorporated herein by reference to the exhibits to the Company's report on
Form 10-Q for the quarterly period ended March 31, 1995.
(10) Incorporated herein by reference to the exhibits to the Company's report on
Form 10-K for the year ended September 30, 1996.
(11) Incorporated herein by reference to the exhibits to the Company's report on
Form 10-Q for the quarterly period ended June 30, 1997.
(12) Incorporated herein by reference to the exhibits to the Company's report on
Form 8-K/A filed on December 18, 1998.
14
(13) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-4 (Registration No. 333-51087) filed on
April 27, 1998.
(14) Incorporated herein by reference to the exhibits to the Company's report on
Form 10-K for the year ended September 30, 1998
(B) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the fourth quarter
of the fiscal year ended September 30, 1999.
(C) EXHIBITS
Reference is made to Item 14(a)3 above. The following is a list of exhibits,
included in item 14(a)3 above, that are filed concurrently with this report.
11 -- Earnings Per Share Calculations
13 -- The Company's Annual Report to Shareholders for the fiscal
year ended September 30, 1999. Except as expressly
incorporated by reference in this report on Form 10-K, such
Annual Report is furnished only for the information of the
Securities and Exchange Commission and is not deemed "filed"
as part of this report. The following portions of such
Annual Report are incorporated by reference in the indicated
items of this report.
PORTIONS OF THE ANNUAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 ITEM OF THIS REPORT
-------------------------------------------------------------------------- -------------------
"Trading Information" and "Quarterly Stock Price Information"...... 5
Selected Financial Data............................................ 6
Management's Discussion and Analysis of Financial Condition and Results of
Operations....................................................... 7
Consolidated Financial Statements.................................. 8
21 -- Subsidiaries of the Company
23.1 -- Consent of Deloitte & Touche LLP
27 -- Financial Data Schedule
(D) FINANCIAL STATEMENT SCHEDULES
Reference is made to Item 14(a)2 above.
15
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.
BEAZER HOMES USA, INC.
By: /s/ IAN J. MCCARTHY
-----------------------------------------
Name: Ian J. McCarthy
President and Chief Executive
Title: Officer
Date: December 23, 1999
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.
By: /s/ BRIAN C. BEAZER December 23, 1999
------------------------------------ -----------------
Brian C. Beazer, Date
Director and Non-Executive
Chairman of the Board
By: /s/ IAN J. MCCARTHY December 23, 1999
------------------------------------ -----------------
Ian J. McCarthy, Date
Director, President and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ DAVID S. WEISS December 23, 1999
------------------------------------ -----------------
David S. Weiss, Date
Director, Executive Vice
President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ THOMAS B. HOWARD December 23, 1999
------------------------------------ -----------------
Thomas B. Howard, Date
Director
By: /s/ GEORGE W. MEFFERD December 23, 1999
------------------------------------ -----------------
George W. Mefferd, Date
Director
By: /s/ D.E. MUNDELL December 23, 1999
------------------------------------ -----------------
D.E. Mundell, Date
Director
By: /s/ LARRY T. SOLARI December 23, 1999
------------------------------------ -----------------
Larry T. Solari, Date
Director
By: /s/ MICHAEL T. RAND December 23, 1999
------------------------------------ -----------------
Michael T. Rand, Date
Vice President and Controller
(Principal Accounting Officer)
16