Supplemental Guarantor Information

9 Months Ended

Jun. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Supplemental Guarantor Information

As discussed in Note 7, the Company's obligations to pay principal, premium, if any, 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 or the Facility. The guarantees are full and unconditional and the guarantor subsidiaries are 100% owned by Beazer Homes USA, Inc. The following unaudited financial information presents the line items of the Company's unaudited condensed consolidated financial statements separated by amounts related to the parent issuer, guarantor subsidiaries, non-guarantor subsidiaries, and consolidating adjustments as of or for the periods presented.

Beazer Homes USA, Inc.

Condensed Consolidating Balance Sheet Information

June 30, 2019

(Unaudited)



in thousands	Beazer Homes USA, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
ASSETS
Cash and cash equivalents	$	61,938	$	6,552	$	1	$	—		$	68,491
Restricted cash	14,847		1,446		—		—			16,293
Accounts receivable (net of allowance of $358)	—		20,283		4		—			20,287
Owned inventory	—		1,702,724		—		—			1,702,724
Investments in unconsolidated entities	773		3,168		—		—			3,941
Deferred tax assets, net	258,713		—		—		—			258,713
Property and equipment, net	—		28,276		—		—			28,276
Investments in subsidiaries	636,790		—		—		(636,790		)	—
Intercompany	899,170		—		1,690		(900,860		)	—
Goodwill	—		11,376		—		—			11,376
Other assets	758		9,417		3		—			10,178
Total assets	$	1,872,989	$	1,783,242	$	1,698	$	(1,537,650	)	$	2,120,279
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	—	$	152,441	$	—	$	—		$	152,441
Other liabilities	23,718		93,899		18		—			117,635
Intercompany	1,690		899,170		—		(900,860		)	—
Total debt (net of premium and debt issuance costs)	1,313,745		2,622		—		—			1,316,367
Total liabilities	1,339,153		1,148,132		18		(900,860		)	1,586,443
Stockholders’ equity	533,836		635,110		1,680		(636,790		)	533,836
Total liabilities and stockholders’ equity	$	1,872,989	$	1,783,242	$	1,698	$	(1,537,650	)	$	2,120,279

Beazer Homes USA, Inc.

Condensed Consolidating Balance Sheet Information

September 30, 2018

(Unaudited)



in thousands	Beazer Homes USA, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
ASSETS
Cash and cash equivalents	$	93,875	$	45,355	$	575	$	—		$	139,805
Restricted cash	10,921		2,522		—		—			13,443
Accounts receivable (net of allowance of $378)	—		24,647		—		—			24,647
Owned inventory	—		1,692,284		—		—			1,692,284
Investments in unconsolidated entities	773		3,262		—		—			4,035
Deferred tax assets, net	213,955		—		—		—			213,955
Property and equipment, net	—		20,843		—		—			20,843
Investments in subsidiaries	645,086		—		—		(645,086		)	—
Intercompany	922,525		—		2,304		(924,829		)	—
Goodwill	—		9,751		—		—			9,751
Other assets	694		8,626		19		—			9,339
Total assets	$	1,887,829	$	1,807,290	$	2,898	$	(1,569,915	)	$	2,128,102
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	—	$	126,432	$	—	$	—		$	126,432
Other liabilities	14,357		111,906		126		—			126,389
Intercompany	2,304		922,525		—		(924,829		)	—
Total debt (net of premium and debt issuance costs)	1,227,141		4,113		—		—			1,231,254
Total liabilities	1,243,802		1,164,976		126		(924,829		)	1,484,075
Stockholders’ equity	644,027		642,314		2,772		(645,086		)	644,027
Total liabilities and stockholders’ equity	$	1,887,829	$	1,807,290	$	2,898	$	(1,569,915	)	$	2,128,102

Beazer Homes USA, Inc.

Condensed Consolidating Statements of Operations

(Unaudited)



in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended June 30, 2019
Total revenue	$	—		$	482,738		$	—		$	—		$	482,738
Home construction and land sales expenses	21,752			389,222			—			—			410,974
Gross (loss) profit	(21,752		)	93,516			—			—			71,764
Commissions	—			18,230			—			—			18,230
General and administrative expenses	—			40,749			—			—			40,749
Depreciation and amortization	—			3,242			—			—			3,242
Operating (loss) income	(21,752		)	31,295			—			—			9,543
Equity in income of unconsolidated entities	—			299			—			—			299
Gain on extinguishment of debt	358			—			—			—			358
Other (expense) income, net	(961		)	206			—			—			(755		)
(Loss) income from continuing operations before income taxes	(22,355		)	31,800			—			—			9,445
(Benefit) expense from income taxes	(5,745		)	3,565			—			—			(2,180		)
Equity in income of subsidiaries	28,235			—			—			(28,235		)	—
Income from continuing operations	11,625			28,235			—			(28,235		)	11,625
Loss from discontinued operations, net of tax	—			(18		)	(5		)	—			(23		)
Equity in loss of subsidiaries from discontinued operations	(23		)	—			—			23			—
Net income	$	11,602		$	28,217		$	(5	)	$	(28,212	)	$	11,602

in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended June 30, 2018
Total revenue	$	—		$	511,521		$	23		$	(23	)	$	511,521
Home construction and land sales expenses	22,441			405,691			—			(23		)	428,109
Inventory impairments and abandonments	—			168			—			—			168
Gross (loss) profit	(22,441		)	105,662			23			—			83,244
Commissions	—			19,535			—			—			19,535
General and administrative expenses	—			42,445			28			—			42,473
Depreciation and amortization	—			3,656			—			—			3,656
Operating (loss) income	(22,441		)	40,026			(5		)	—			17,580
Equity in income of unconsolidated entities	—			147			—			—			147
Other (expense) income, net	(204		)	187			(13		)	—			(30		)
(Loss) income from continuing operations before income taxes	(22,645		)	40,360			(18		)	—			17,697
(Benefit) expense from income taxes	(6,069		)	10,341			(4		)	—			4,268
Equity in income of subsidiaries	30,005			—			—			(30,005		)	—
Income (loss) from continuing operations	13,429			30,019			(14		)	(30,005		)	13,429
Loss from discontinued operations, net of tax	—			(11		)	(9		)	—			(20		)
Equity in loss of subsidiaries from discontinued operations	(20		)	—			—			20			—
Net income (loss)	$	13,409		$	30,008		$	(23	)	$	(29,985	)	$	13,409



in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Nine Months Ended June 30, 2019
Total revenue	$	—		$	1,306,038		$	115		$	(115	)	$	1,306,038
Home construction and land sales expenses	57,619			1,050,177			—			(115		)	1,107,681
Inventory impairments and abandonments	13,908			134,710			—			—			148,618
Gross (loss) profit	(71,527		)	121,151			115			—			49,739
Commissions	—			49,965			—			—			49,965
General and administrative expenses	—			116,767			(4		)	—			116,763
Depreciation and amortization	—			8,912			—			—			8,912
Operating (loss) income	(71,527		)	(54,493		)	119			—			(125,901		)
Equity in income of unconsolidated entities	—			316			—			—			316
Gain on extinguishment of debt	574			—			—			—			574
Other (expense) income, net	(1,800		)	670			(4		)	—			(1,134		)
(Loss) income from continuing operations before income taxes	(72,753		)	(53,507		)	115			—			(126,145		)
Expense (benefit) from income taxes	4,496			(48,785		)	29			—			(44,260		)
Equity in loss of subsidiaries	(4,636		)	—			—			4,636			—
(Loss) income from continuing operations	(81,885		)	(4,722		)	86			4,636			(81,885		)
Loss from discontinued operations, net of tax	—			(49		)	(15		)	—			(64		)
Equity in loss of subsidiaries from discontinued operations	(64		)	—			—			64			—
Net (loss) income	$	(81,949	)	$	(4,771	)	$	71		$	4,700		$	(81,949	)

in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Nine Months Ended June 30, 2018
Total revenue	$	—		$	1,339,188		$	60		$	(60	)	$	1,339,188
Home construction and land sales expenses	58,564			1,061,366			—			(60		)	1,119,870
Inventory impairments and abandonments	—			168			—			—			168
Gross (loss) profit	(58,564		)	277,654			60			—			219,150
Commissions	—			51,225			—			—			51,225
General and administrative expenses	—			120,513			97			—			120,610
Depreciation and amortization	—			9,229			—			—			9,229
Operating (loss) income	(58,564		)	96,687			(37		)	—			38,086
Equity in income of unconsolidated entities	—			302			—			—			302
Loss on extinguishment of debt	(25,904		)	—			—			—			(25,904		)
Other (expense) income, net	(5,289		)	687			(26		)	—			(4,628		)
(Loss) income from continuing operations before income taxes	(89,757		)	97,676			(63		)	—			7,856
(Benefit) expense from income taxes	(23,966		)	137,370			(18		)	—			113,386
Equity in loss of subsidiaries	(39,739		)	—			—			39,739			—
Loss from continuing operations	(105,530		)	(39,694		)	(45		)	39,739			(105,530		)
Loss from discontinued operations, net of tax	—			(432		)	(18		)	—			(450		)
Equity in loss of subsidiaries and discontinued operations	(450		)	—			—			450			—
Net loss	$	(105,980	)	$	(40,126	)	$	(63	)	$	40,189		$	(105,980	)

Beazer Homes USA, Inc.

Condensed Consolidating Statements of Cash Flow Information

(Unaudited)



in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Nine Months Ended June 30, 2019
Net cash used in operating activities	$	(64,205	)	$	(29,990	)	$	(10	)	$	—		$	(94,205	)
Cash flows from investing activities:
Capital expenditures	—			(16,365		)	—			—			(16,365		)
Proceeds from sale of fixed assets	—			162			—			—			162
Cash used for business acquisition, net of cash acquired	—			(4,088		)	—			—			(4,088		)
Advances to/from subsidiaries	(11,328		)	—			(564		)	11,892			—
Net cash used in investing activities	(11,328		)	(20,291		)	(564		)	11,892			(20,291		)
Cash flows from financing activities:
Repayment of debt	(20,843		)	(1,490		)	—			—			(22,333		)
Repayment of borrowings from credit facility	(235,000		)	—			—			—			(235,000		)
Borrowings from credit facility	340,000			—			—			—			340,000
Debt issuance costs	(400		)	—			—			—			(400		)
Repurchase of common stock	(34,624		)	—			—			—			(34,624		)
Tax payments for stock-based compensation awards	(1,889		)	—			—			—			(1,889		)
Stock option exercises	278			—			—			—			278
Advances to/from subsidiaries	—			11,892			—			(11,892		)	—
Net cash provided by financing activities	47,522			10,402			—			(11,892		)	46,032
Decrease in cash, cash equivalents, and restricted cash	(28,011		)	(39,879		)	(574		)	—			(68,464		)
Cash, cash equivalents, and restricted cash at beginning of period	104,796			47,877			575			—			153,248
Cash, cash equivalents, and restricted cash at end of period	$	76,785		$	7,998		$	1		$	—		$	84,784

in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Nine Months Ended June 30, 2018
Net cash provided by (used in) operating activities	$	64,319		$	(197,707	)	$	(88	)	$	—		$	(133,476	)
Cash flows from investing activities:
Capital expenditures	—			(13,894		)	—			—			(13,894		)
Proceeds from sale of fixed assets	—			226			—			—			226
Investments in unconsolidated entities	—			(421		)	—			—			(421		)
Return of capital from unconsolidated entities	—			176			—			—			176
Advances to/from subsidiaries	(208,328		)	—			(6		)	208,334			—
Net cash used in investing activities	(208,328		)	(13,913		)	(6		)	208,334			(13,913		)
Cash flows from financing activities:
Repayment of debt	(401,509		)	—			—			—			(401,509		)
Proceeds from issuance of new debt	400,000			—			—			—			400,000
Borrowings from credit facility	75,000			—			—			—			75,000
Repayment of borrowings from credit facility	(75,000		)	—			—			—			(75,000		)
Debt issuance costs	(5,743		)	—			—			—			(5,743		)
Tax payments for stock-based compensation awards	(1,565		)	—			—			—			(1,565		)
Stock option exercises	62			—			—			—			62
Advances to/from subsidiaries	—			205,050			—			(205,050		)	—
Net cash (used in) provided by financing activities	(8,755		)	205,050			—			(205,050		)	(8,755		)
Decrease in cash, cash equivalents, and restricted cash	(152,764		)	(6,570		)	(94		)	3,284			(156,144		)
Cash, cash equivalents, and restricted cash at beginning of period	294,192			16,854			724			(7,161		)	304,609
Cash, cash equivalents, and restricted cash at end of period	$	141,428		$	10,284		$	630		$	(3,877	)	$	148,465