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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.
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Number of shares of common stock outstanding as of January 27, 2025:
31,203,088
Accounts receivable (net of allowance of $
284
and $
284
, respectively)
70,721
65,423
Owned inventory
2,164,074
2,040,640
Deferred tax assets, net
131,096
128,525
Property and equipment, net
39,792
38,628
Operating lease right-of-use assets
18,097
18,356
Goodwill
11,376
11,376
Other assets
45,905
45,969
Total assets
$
2,600,528
$
2,591,527
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable
$
151,717
$
164,389
Operating lease liabilities
19,570
19,778
Other liabilities
123,903
149,900
Total debt (net of debt issuance costs of $
7,885
and $
8,310
, respectively)
1,071,290
1,025,349
Total liabilities
1,366,480
1,359,416
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,
31,201,705
issued and outstanding and
31,047,510
issued and outstanding, respectively)
31
31
Paid-in capital
852,702
853,895
Retained earnings
381,315
378,185
Total stockholders’ equity
1,234,048
1,232,111
Total liabilities and stockholders’ equity
$
2,600,528
$
2,591,527
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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. 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.
For an additional description of our business and strategic differentiators, refer to Item 1 within our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (2024 Annual Report).
(2)
Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited condensed consolidated financial state
ments do not include all of the information and disclosures required by GAAP for complete financial statements. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's
2024
Annual Report. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of the Company's consolidated operations presented herein for the three months ended December 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year due to seasonal variations in our operations and other factors.
Basis of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts 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 homebu
ilding operations in various markets. Results from certain of these exited markets are reported as discontinued operations in the accompanying unaudited condensed consolidated statements of operations for all periods presented.
Our fiscal year 2025 began on October 1, 2024 and ends on September 30, 2025. Our fiscal year 2024 began on October 1, 2023 and ended on September 30, 2024.
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 condensed consolidated financial statements and accompanying notes. Accordingly, actual results could differ from these estimates.
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.
No
share repurchases were made during the three months ended December 31, 2024 and 2023. As of December 31, 2024, the remaining availability of the share repurchase program was
$
28.9
million
. Previously repurchased shares under the program have been retired.
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 Accounting Standards Codification (ASC) Topic 606,
Revenue from Contracts with Customers
.
The following table presents our total revenue disaggregated by revenue stream for the periods presented:
Three Months Ended
December 31,
in thousands
2024
2023
Homebuilding revenue
$
460,422
$
380,919
Land sales and other revenue
8,531
5,899
Total revenue
(a)
$
468,953
$
386,818
(a)
Please see Note 14 for total revenue disaggregated by reportable segment.
Homebuilding revenue
Homebuilding revenue is reported net of price concessions, including discounts on home prices, discounts on homebuilding options and option upgrades. Closing cost incentives, such as seller-paid financing or closing costs, including rate buydowns, are recognized as a cost of selling the home and are included in home construction expenses.
Homebuilding revenue 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 $
20.8
million and $
18.7
million
as of December 31, 2024 and September 30, 2024, respectively.
Of the customer liabilities outstanding as of September 30, 2024, $
8.2
million was recognized in revenue during the three months ended December 31, 2024 upon closing of the related homes.
Land sales and oth
er 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.
Recent Accounting Pronouncements
Segment Reporting.
In November 2023, the Financial Accounting Standards Board (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.
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.
The following table presents supplemental disclosure of non-cash and cash activity as well as a reconciliation of total cash balances between the condensed consolidated balance sheets and condensed consolidated statements of cash flows for the periods presented:
Three Months Ended
December 31,
in thousands
2024
2023
Supplemental disclosure of non-cash activity:
Increase in operating lease right-of-use assets
(a)
$
594
$
—
Increase in operating lease liabilities
(a)
$
594
$
—
Supplemental disclosure of cash activity:
Interest payments
$
26,049
$
25,261
Income tax payments
$
7
$
380
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents
$
80,379
$
104,226
Restricted cash
39,088
34,098
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
$
119,467
$
138,324
(a)
Represents leases renewed or additional leases that commenced during the three months ended December 31, 2024 and 2023.
The components of our owned inventory are as follows as of December 31, 2024 and September 30, 2024:
in thousands
As of December 31, 2024
As of September 30, 2024
Homes under construction
$
815,757
$
754,705
Land under development
1,085,063
1,023,188
Land held for future development
19,879
19,879
Land held for sale
16,880
19,086
Capitalized interest
130,433
124,182
Model homes
96,062
99,600
Total owned inventory
$
2,164,074
$
2,040,640
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 December 31, 2024, we had
2,435
homes under construction, including
1,219
speculative (spec) homes totaling $
395.7
million (
894
in-process spec homes totaling $
257.3
million, and
325
finished spec homes totaling $
138.4
million). 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 units totaling $
129.5
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 to the consolidated financial statements within our 2024 Annual Report). 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).
Total owned inventory by reportable segment is presented in the table below as of December 31, 2024 and September 30, 2024:
in thousands
Projects in
Progress
(a)
Land Held for Future Development
Land Held for Sale
Total Owned
Inventory
December 31, 2024
West
$
1,084,056
$
3,483
$
13,043
$
1,100,582
East
441,945
10,888
1,060
453,893
Southeast
390,546
5,508
2,777
398,831
Corporate and unallocated
(b)
210,768
—
—
210,768
Total
$
2,127,315
$
19,879
$
16,880
$
2,164,074
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
(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
Inventory assets are assessed for recoverability periodically in accordance with the policies described in Notes 2 and 4 to the consolidated financial statements within our 2024 Annual Report.
Projects in Progress Impairments
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.
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
three
months ended December 31, 2024 and 2023.
Land Held for Sale Impairments
We evaluate the net realizable value (fair value less cost to sell) of a land held for sale asset when indicators of impairment are present.
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 impairments were recognized during the
three
months ended December 31, 2024 and 2023.
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 no longer pursue the purchase of
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.
No
abandonment charges were recognized during the three months ended December 31, 2024 and 2023. As we grow our business in the years ahead, the dollar value of abandonment charges may also grow.
Lot Option Agreements
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 December 31, 2024 and September 30, 2024:
As of December 31, 2024
As of September 30, 2024
in thousands
Deposits and non-refundable pre-acquisition costs incurred
(a)
$
297,803
$
227,770
Remaining purchase price if lot option agreements are exercised
$
1,598,199
$
1,458,679
(a)
Amount is included as a component of land under development within our owned inventory in the condensed consolidated balance sheets.
(5)
Interest
Interest capitalized during the three months ended December 31, 2024 and 2023 was based upon the balance of inventory eligible for capitalization.
The following table presents certain information regarding interest for the periods presented:
Three Months Ended December 31,
in thousands
2024
2023
Capitalized interest in inventory, beginning of period
$
124,182
$
112,580
Interest incurred
20,161
18,206
Capitalized interest amortized to home construction and land sales expenses
(a)
(
13,910
)
(
11,190
)
Capitalized interest in inventory, end of period
$
130,433
$
119,596
(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.
The Company's debt, net of unamortized debt issuance costs consisted of the following as of December 31, 2024 and September 30, 2024:
in thousands
Maturity Date
December 31, 2024
September 30, 2024
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
250,000
Unamortized debt issuance costs
(
7,885
)
(
8,310
)
Total Senior Notes, net
949,370
948,945
Junior Subordinated Notes (net of unamortized accretion of $
23,853
and $
24,369
, respectively)
July 2036
76,920
76,404
Senior Unsecured Revolving Credit Facility
March 2028
45,000
—
Total debt, net
$
1,071,290
$
1,025,349
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 i
ncrease the size of the commitments under the Unsecured Facility by up to $
100.0
million for a maximum of $
400.0
million. The Unsecured Facility terminates o
n March 15, 2028
(Termination Date), and 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. For additional discussion of the Unsecured Facility, refer to Note 7 to the consolidated financial statements within our 2024 Annual Report.
As of December 31, 2024, we had $
45.0
million in borrowings and
no
letters of credit outstanding under the Unsecured Facility, resulting in a remaining capacity of $
255.0
million. The Unsecured Facility requires compliance with certain covenants, including affirmative covenants, negative covenants and financial covenants. As of December 31, 2024, the Company believes it was in compliance with all such covenants.
On
January 28, 2025,
the Company increased its available borrowing capacity under the Unsecured Facility from
$
300.0
million to $
365.0
million
. Refer to Note 15 for further discussion.
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 December 31, 2024 and September 30, 2024, the Company had letters of credit outstanding under these additional facilities of $
37.1
million and $
36.7
million
, respectively
. The Company may enter into
additional arrangements to provide additional letter of credit capacity.
Senior Notes
The Company's senior notes (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 certai
n 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 December 31, 2024.
No
debt repurchases were made during the three months ended December 31, 2024.
During the three months ended December 31, 2023, we repurchased $
4.3
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.
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.
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 December 31, 2024. The securities have a floating interest rate as defined in the Junior Subordinated Notes Indentures, wh
i
ch was a weighted-average of
7.30
% as of December 31, 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 December 31, 2024, the unamortized accretion was $
23.9
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 SOFR 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 December 31, 2024, the Company believes it was in compliance with all covenants under the Junior Subordinated Notes.
(7)
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. Some 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 expenses 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-of-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 condensed consolidated statements of operations. Sublease income and variable lease expenses are de minimis.
The following table presents operating lease expense and cash payments on lease liabilities for the periods presented:
Three Months Ended December 31,
in thousands
2024
2023
Operating lease expense
$
1,163
$
1,081
Cash payments on lease liabilities
$
1,113
$
973
At December 31, 2024 and 2023, the weighted-average remaining lease term and discount rate were as follows:
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2024:
Fiscal Years Ending September 30,
in thousands
2025
(a)
$
3,474
2026
4,209
2027
3,308
2028
3,079
2029
3,005
Thereafter
7,416
Total lease payments
(b)
24,491
Less: imputed interest
4,921
Total operating lease liabilities
$
19,570
(a)
Remaining lease payments are for the period beginning January 1, 2025 through September 30, 2025.
(b)
Lease payments exclude $
1.1
million of legally binding minimum lease payments for office leases signed but not yet commenced. The related right-of-use asset and operating lease liability are not reflected on the Company's condensed consolidated balance sheet as of December 31, 2024.
(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 condensed consolidated balance sheets, and the provision for warranty accruals is included in home construction expenses in the condensed 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 in
cludes 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:
Three Months Ended
December 31,
in thousands
2024
2023
Balance at beginning of period
$
12,717
$
13,046
Warranty provision
1,693
1,904
Warranty expenditures
(
2,405
)
(
2,602
)
Balance at end of period
$
12,005
$
12,348
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 condensed 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 condensed consolidated balance sheets, if applicable.
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 $
8.5
million
and $
9.3
million in other liabilities on our condensed consolidated balance sheets related to litigation matters as of December 31, 2024 and September 30, 2024, respectively.
Surety Bonds and Letters of Credit
We had outstanding letters of credit and surety bonds o
f $
37.1
million and $
320.6
million, respectivel
y, as of December 31, 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 condensed 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 Note 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 December 31, 2024
Deferred compensation plan assets
(a)
$
8,234
$
—
$
—
$
8,234
As of September 30, 2024
Deferred compensation plan assets
(a)
$
8,115
$
—
$
—
$
8,115
(a)
Amount is measured at fair value on a recurring basis and included in other assets within the condensed 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.
The following table presents the carrying value and estimated fair value of certain other financial assets and liabilities as of December 31, 2024 and September 30, 2024:
As of December 31, 2024
As of September 30, 2024
in thousands
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Financial assets
Certificates of deposit
(a)
$
9,510
$
9,366
$
9,449
$
9,584
Total financial assets
$
9,510
$
9,366
$
9,449
$
9,584
Financial liabilities
(b)
Senior Notes
(c)
$
949,370
$
961,717
$
948,945
$
976,494
Junior Subordinated Notes
(d)
76,920
76,920
76,404
76,404
Total financial liabilities
$
1,026,290
$
1,038,637
$
1,025,349
$
1,052,898
(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 o
r
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.
The Company's
income tax provision for quarterly interim periods is based on an estimated annual effective income tax rate calculated separately from the effect of significant, infrequent, or unusual items. We recognized income tax expens
e from continuing operations of $
36
thousand for the three months ended December 31, 2024, compared to $
1.2
million for the three months ended December 31, 2023
. Income tax expense for the three months ended December 31, 2024 was primarily driven by income tax expense on earnings from continuing operations and permanent differences, partially offset by energy efficiency tax credits generated from expected closings during the current fiscal year, and stock-based compensation activity in the period. Income tax expense for the three months ended December 31, 2023 was primarily driven by income tax expense on earnings from continuing operations and permanent differences, partially offset by both energy efficiency tax credits generated from expected closings during fiscal 2023 and the discrete tax benefits related to the generation of additional energy efficiency tax credits from homes closed in prior periods, as well as stock-based compensation activity in the period.
Deferred Tax Assets and Liabilities
The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As of December 31, 2024, management concluded that it is more likely than not that all of our federal and certain state deferred tax assets will be realized. As part of our analysis, we considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of our deferred tax assets that may be realized in the future. At this time, our conclusions on the valuation allowance and Internal Revenue Code Section 382 limitations related to our deferred tax assets remain consistent with the determinations we made during the period ended September 30, 2024, and such conclusions are based on similar company specific and industry factors to those discussed in Note 12 to the consolidated financial statements within our 2024 Annual Report.
Stock-based compensation expense is included in general and administrative expenses in our condensed consolidated statements of operations.
The f
ollowing table presents a summary of stock-based compensation expense related to stock options and restricted stock awards for the periods presented:
Three Months Ended
December 31,
in thousands
2024
2023
Stock-based compensation expense
$
1,913
$
1,673
Stock Options
Following is a summary of stock option activity for the three months ended December 31, 2024:
Three Months Ended
December 31, 2024
Shares
Weighted Average
Exercise Price
Outstanding at beginning of period
11,150
$
10.04
Outstanding at end of period
11,150
10.04
Exercisable at end of period
11,000
$
9.79
As of December 31, 2024 and September 30, 2024, there was less than $
0.1
million of total unrecognized compensation costs related to unvested stock options.
Restricted Stock Awards
During the three months ended December 31, 2024, the Company issued time-based and performance-based restricted stock awards. The time-based restricted shares granted to our non-employee directors vest on the first anniversary of the grant, while the time-based restricted shares granted to our executive officers and other employees generally vest ratably over
three years
from the date of grant. Performance-based restricted share awards vest subject to the achievement of performance and market conditions over a
three-year
performance period.
Following is a summary of restricted stock activity for the three months ended December 31, 2024:
Three Months Ended December 31, 2024
Performance-Based Restricted Shares
Time-Based Restricted Shares
Total Restricted Shares
Beginning of period
303,712
415,787
719,499
Granted
96,603
170,136
266,739
Vested
(
71,470
)
(
212,803
)
(
284,273
)
Forfeited
(a)
(
17,875
)
(
1,034
)
(
18,909
)
End of period
310,970
372,086
683,056
(a)
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 settle any additional performance-based restricted shares in the future in cash. During November 2024, the Company forfeited
17,875
of the
89,345
performance shares that remained outstanding under the fiscal 2022 performance-based award plan. The forfeiture was determined based on the performance level achieved under the terms of the plan.
As of December 31, 2024 and September 30, 2024, total unrecognized compensation costs related to unvested restricted stock awards were
$
14.1
million
and $
6.8
million, respectively. The costs remaining as of December 31, 2024 are expected to be recognized over a weighted average period of
2.2
years
.
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:
Three Months Ended December 31,
in thousands (except per share data)
2024
2023
Numerator:
Income from continuing operations
$
3,130
$
21,728
Income (loss) from discontinued operations, net of tax
—
—
Net income
$
3,130
$
21,728
Denominator:
Basic weighted-average shares
30,426
30,595
Dilutive effect of restricted stock awards
366
379
Dilutive effect of stock options
8
8
Diluted weighted-average shares
(a)
30,800
30,982
Basic income per share:
Continuing operations
$
0.10
$
0.71
Discontinued operations
—
—
Total
$
0.10
$
0.71
Diluted income per share:
Continuing operations
$
0.10
$
0.70
Discontinued operations
—
—
Total
$
0.10
$
0.70
(a)
The following potentially dilutive shares were excluded from the calculation of diluted income per share as a result of their anti-dilutive effect.
Three Months Ended December 31,
in thousands
2024
2023
Time-based restricted stock
—
68
Performance-based restricted stock
2
—
(13)
Other Liabilities
Other
liabilities include the following as of December 31, 2024 and September 30, 2024:
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
East
: Delaware, Indiana, Maryland, New Jersey
(a)
, Tennessee, and Virginia
Southeast
: Florida, Georgia, North Carolina, and South Carolina
(a)
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 to the consolidated financial statements within our 2024 Annual Report.
The following tables contain our revenue, operating income, and depreciation and amortization by segment for the periods presented:
Three Months Ended
December 31,
in thousands
2024
2023
Revenue
West
$
298,916
$
237,093
East
109,882
74,777
Southeast
60,155
74,948
Total revenue
$
468,953
$
386,818
Three Months Ended
December 31,
in thousands
2024
2023
Operating income
West
$
27,414
$
28,339
East
6,672
6,356
Southeast
2,621
9,140
Segment total
36,707
43,835
Corporate and unallocated
(a)
(
34,569
)
(
23,570
)
Total operating income
$
2,138
$
20,265
(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.
(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:
Three Months Ended
December 31,
in thousands
2024
2023
Capital expenditures
West
$
1,782
$
3,600
East
747
369
Southeast
1,217
185
Corporate and unallocated
1,473
1,390
Total capital expenditures
$
5,219
$
5,544
The following table presents assets by segment as of December 31, 2024 and September 30, 2024:
in thousands
December 31, 2024
September 30, 2024
Assets
West
$
1,178,094
$
1,114,450
East
485,806
454,255
Southeast
422,187
389,058
Corporate and unallocated
(a)
514,441
633,764
Total assets
$
2,600,528
$
2,591,527
(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.
(15)
Subsequent Events
On January 28, 2025, the Company delivered activation notices to JP Morgan Chase Bank, N.A., as administrative agent under the Company’s Unsecured Facility, in connection with commitment increases by Texas Capital Bank, an existing lender, and Truist Bank, a new lender, pursuant to which the available borrowing capacity under the Unsecured Facility was increased from $
300.0
million to $
365.0
million.
This Quarterly Report on Form 10-Q (Form 10-Q) 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-Q 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-Q 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 our Annual Report on 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 na
ture 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);
•
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 (such as the recent California wildfires) 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, acts of war or other factors over which the Company has no control;
•
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 sustainability 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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview and Outlook
Market Conditions
The first fiscal quarter presented a challenging sales environment, with demand constrained by affordability concerns. Elevated mortgage rates and the uncertainty surrounding the post-election political environment contributed to weaker consumer sentiment. As mortgage rates rose to the low seven percent range and sales activity moderated, we offered discounts and incentives, including interest rate buydowns, to stimulate sales and prevent inventory buildup, which led to lower homebuilding gross margins.
While these headwinds persist, we are encouraged by the volume of prospective buyer traffic and lead generation metrics. Foot traffic and online inquiries indicate sustained interest in homeownership, but buyer urgency to convert interest into new home orders has lessened in the current environment.
Although we expect fluidity in near-term demand trends, 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.
For the remainder of fiscal 2025, we will continue to focus on positioning our business for durable long-term growth. Our multi-year strategic goals, established during fiscal 2023, include reaching more than 200 active communities by the end of fiscal 2026, reducing our net debt to net capitalization ratio below 30% by the end of fiscal 2026, and reaching our target of 100% of home starts as Zero Energy Ready by the end of calendar year 2025. With a strong balance sheet, ample liquidity, and a focused sales strategy, we believe we are well-equipped to navigate the evolving market dynamics as we continue to pursue our multi-year strategic goals.
Overview of Results for Our Fiscal First Quarter
The following is a summary of our performance against certain key operating and financial metrics during the quarter ended
December 31, 2024 and a comparison to the quarter ended December 31, 2023
:
•
During the quarter ended December 31, 2024, our average active community count of 161 was up 17.8% from 137 in the prior year quarter.
As of
December 31, 2024
, our ending active community count was 163, up 19.9% from 136 in the prior year quarte
r as we work towards our goal of reaching more than 200 active communities by the end of fiscal 2026. We invested $211.3 million in land acquisition and land development during the quarter ended December 31, 2024, representing an
increase
of
6.3%
compared to
$198.7 million
in land spend during the quarter ended December 31, 2023.
•
As of December 31, 2024, our land position included 28,874 controlled lots, up 9.5% from 26,374 as of December 31, 2023.
Excluding land held for future development and land held for sale lots, we controlled 28,178 active lots, up 9.6% from a year ago. 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 December 31, 2024, we had 16,609 lots, or 58.9% of our total active lots, under option agreements as compared to 13,648 lots, or 53.1% of our total active lots, under option agreements as of December 31, 2023.
•
During the quarter ended December 31, 2024, sales per community per month was 1.9 compared to 2.0 in the prior year quarter, and our net new orders were 932, up 13.2% from 823 in the prior year quarter
. The expanded average active community count allowed us to deliver higher net new orders year-over-year despite a slight decline in sales pace to 1.9 orders per community per month during the quarter ended December 31, 2024. The sales pace of 1.9 orders per community per month reflected the challenging sales environment as well as typical seasonality as our fiscal first quarter historically tends to experience the slowest sales pace.
•
Our Average Selling Price (ASP) for homes closed during the quarter ended December 31, 2024 was $507.6 thousand, down 1.0% from $512.7 thousand in the prior year quarter.
Our closing ASP was down from the prior year quarter primarily due to an increase in price concession on spec homes that were sold and closed within the current year quarter, an increased share of spec home closings, as well as changes in product and community mix. Our backlog ASP of
$541.5 thousand
as of December 31, 2024 was
up
from
$520.8 thousand
compared to prior year quarter.
The increase in backlog ASP compared to prior year quarter
was primarily due to changes in product and community mix and price appreciation in certain communities.
•
Homebuilding gross margin for the quarter ended December 31, 2024 was 15.2%,
down
from
19.9%
compared to the prior year quarter.
Homebu
ilding gross margin, excluding impairments, abandonments, and interest for the quarter ended December 31, 2024, was 18.2%, down from 22.9% in the prior year quarter. The decrease in homebuilding gross margin compared to the prior year quarter was
primarily due to an increase in price concessions and closing cost incentives, an increased share of spec home closings which generally have lower margins than "to be built" homes, and changes in product and community mix.
•
SG&A for the quarter ended December 31, 2024 was 14.0% of total revenue, down from 14.3% in the prior year quarter.
The improvement in SG&A as a percentage of total revenue compared to the prior year quarter was due to total revenue growth
outpacing SG&A expense growth.
We remain focused on prudently managing overhead costs.
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. Accordingly
, our financial results for the three months ended December 31, 2024 may not be indicative of our full year results.
The following table summarizes certain key income statement metrics for the periods presented:
Three Months Ended
December 31,
$ in thousands
2024
2023
Revenue:
Homebuilding
$
460,422
$
380,919
Land sales and other
8,531
5,899
Total
$
468,953
$
386,818
Gross profit:
Homebuilding
$
69,975
$
75,943
Land sales and other
2,103
1,787
Total
$
72,078
$
77,730
Gross margin:
Homebuilding
(a)
15.2
%
19.9
%
Land sales and other
(b)
24.7
%
30.3
%
Total
15.4
%
20.1
%
Commissions
$
16,113
$
13,246
General and administrative expenses (G&A)
$
49,772
$
41,986
SG&A (commissions plus G&A) as a percentage of total revenue
14.0
%
14.3
%
G&A as a percentage of total revenue
10.6
%
10.9
%
Depreciation and amortization
$
4,055
$
2,233
Operating income
$
2,138
$
20,265
Operating income as a percentage of total revenue
0.5
%
5.2
%
Effective tax rate
(c)
1.1
%
5.2
%
Loss on extinguishment of debt, net
$
—
$
(13)
(a)
Excluding impairments, abandonments, and interest amortized to cost of sales, homebuilding gross margin was 18.2% and 22.9% for the three months ended December 31, 2024 and 2023, 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 continue to shift towards $5,000 per single family home.
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:
Three Months Ended December 31,
LTM Ended December 31,
(a)
in thousands
2024
2023
24 vs 23
2024
2023
24 vs 23
Net income (GAAP)
$
3,130
$
21,728
$
(18,598)
$
121,577
$
156,008
$
(34,431)
Expense from income taxes
36
1,181
(1,145)
17,765
20,984
(3,219)
Interest amortized to home construction and land sales expenses and capitalized interest impaired
13,910
11,190
2,720
70,953
65,904
5,049
EBIT (Non-GAAP)
17,076
34,099
(17,023)
210,295
242,896
(32,601)
Depreciation and amortization
4,055
2,233
1,822
16,689
11,918
4,771
EBITDA (Non-GAAP)
21,131
36,332
(15,201)
226,984
254,814
(27,830)
Stock-based compensation expense
1,913
1,673
240
7,631
7,368
263
Loss on extinguishment of debt
—
13
(13)
424
44
380
Inventory impairments and abandonments
(b)
—
—
—
1,996
451
1,545
Gain on sale of investment
(c)
—
—
—
(8,591)
—
(8,591)
Severance expenses
—
—
—
—
224
(224)
Adjusted EBITDA (Non-GAAP)
$
23,044
$
38,018
$
(14,974)
$
228,444
$
262,901
$
(34,457)
(a)
"LTM" indicates amounts for the trailing 12 months.
(b)
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."
(c)
We previously held a minority interest in a technology company specializing in digital marketing for new home communities, which was sold d
uring 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 condensed consolidated balance sheets. The resulting gain of $8.6 million from this transaction was recognized in other income, net on our condensed 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.
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.
The following table summarizes new orders and cancellation rates by reportable segment for the periods presented:
Three Months Ended December 31,
New Orders, net
Cancellation Rates
2024
2023
24 vs 23
2024
2023
West
589
533
10.5
%
17.3
%
19.8
%
East
227
172
32.0
%
13.7
%
16.5
%
Southeast
116
118
(1.7)
%
17.7
%
18.6
%
Total
932
823
13.2
%
16.5
%
19.0
%
Three Months Ended December 31, 2024 as compared to 2023
Net new orders for the quarter ended December 31, 2024 increased to 932, up 13.2% from the quarter ended December 31, 2023. The increase in net new orders compared to the prior year quarter was driven by a 17.8% increase in average active community count from 137 in the prior year quarter to 161, partially offset by a 3.8% decrease in sales pace from 2.0 orders per community per month in the prior year quarter to 1.9.
The sales pace of 1.9 orders per community per month reflected the challenging sales environment as well as typical seasonality as our fiscal first quarter historically tends to experience the slowest sales pace.
West Segment:
Net new orders for the quarter ended December 31, 2024 was 589, up 10.5% from the quarter ended December 31, 2023. The increase in net new orders compared to the prior year quarter was driven by a 17.2% increase in average active community count from 87 in the prior year quarter to 102, partially offset by a 5.7% decrease in sales pace from 2.0 orders per community per month in the prior year quarter to 1.9. During the current year quarter, the sales environment was particularly challenging in our Texas and Florida submarkets due to higher inventory levels and increased competition.
East Segment:
Net new orders for the quarter ended December 31, 2024 was 227, up 32.0% from the quarter ended December 31, 2023. The increase in net new orders compared to the prior year quarter was driven by a 35.9% increase in average active community count from 26 in the prior year quarter to 35, partially offset by a 2.9% decrease in sales pace from 2.2 orders per community per month in the prior year quarter to 2.1.
Southeast Segment:
Net new orders for the quarter ended December 31, 2024 decreased to 116, down 1.7% from the quarter ended December 31, 2023. The slight decrease in new orders compared t
o the prior year quarter was driven by a 1.7% decrease in sales pace from 1.7 orders per community per month in the prior year quarter to 1.6, while average active community count remained flat at 24 year-over-year
.
The table below summarizes backlog units by reportable segment as well as
the aggregate dollar value and ASP of homes in backlog as of December 31, 2024 and 2023:
As of December 31,
2024
2023
24 vs 23
Backlog Units:
West
973
1,112
(12.5)
%
East
341
359
(5.0)
%
Southeast
193
320
(39.7)
%
Total
1,507
1,791
(15.9)
%
Aggregate dollar value of homes in backlog (in millions)
$
816.0
$
932.8
(12.5)
%
ASP in backlog (in thousands)
$
541.5
$
520.8
4.0
%
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 December 31, 2024 decreased 12.5% compared to December 31, 2023 due to a 15.9% decrease in backlog units, partially offset by a 4.0% increase in the ASP of homes in backlog.
The decrease in backlog units was primarily due to beginning the fiscal quarter with fewer backlog units and year-over-year growth in closings outpacing growth in net new orders for the quarter ended
December 31, 2024
.
The increase in backlog ASP compared to prior year quarter
was primarily due to changes in product and community mix and price appreciation in certain communities.
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:
Three Months Ended December 31,
Homebuilding Revenue
Average Selling Price
Closings
$ in thousands
2024
2023
24 vs 23
2024
2023
24 vs 23
2024
2023
24 vs 23
West
$
291,863
$
234,409
24.5
%
$
502.3
$
516.3
(2.7)
%
581
454
28.0
%
East
108,564
71,753
51.3
%
540.1
527.6
2.4
%
201
136
47.8
%
Southeast
59,995
74,757
(19.7)
%
480.0
488.6
(1.8)
%
125
153
(18.3)
%
Total
$
460,422
$
380,919
20.9
%
$
507.6
$
512.7
(1.0)
%
907
743
22.1
%
Three Months Ended December 31, 2024 as compared to 2023
West Segment:
Homebuilding revenue increased by 24.5% for the three months ended December 31, 2024 compared to the prior year quarter due to a 28.0% increase in closings, partially offset by a 2.7% decrease in ASP. The increase in closings was primarily due to higher volume of spec homes that sold and closed within the current fiscal quarter and improved construction cycle times compared to prior year quarter.
East Segment:
Homebuilding revenue increased by 51.3% for the three months ended December 31, 2024 compared to the prior year quarter due to an 47.8% increase in closings and a 2.4% increase in ASP. The increase in closings was primarily due to higher volume of spec homes that sold and closed within the current fiscal quarter and improved construction cycle times compared to prior year quarter.
Southeast Segment:
Homebuilding revenue decreased by 19.7% for the three months ended December 31, 2024 compared to the prior year quarter due to an 18.3% decrease in closings and a 1.8% decrease in ASP. The decrease in closings was primarily due to lower beginning backlog, partially offset by improved construction cycle times compared to prior year quarter.
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.
Three Months Ended December 31, 2024
$ in thousands
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
$
53,308
18.3
%
$
—
$
53,308
18.3
%
$
—
$
53,308
18.3
%
East
16,373
15.1
%
—
16,373
15.1
%
—
16,373
15.1
%
Southeast
9,653
16.1
%
—
9,653
16.1
%
—
9,653
16.1
%
Corporate & unallocated
(a)
(9,359)
—
(9,359)
13,910
4,551
Total homebuilding
$
69,975
15.2
%
$
—
$
69,975
15.2
%
$
13,910
$
83,885
18.2
%
Three Months Ended December 31, 2023
$ in thousands
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
$
50,800
21.7
%
$
—
$
50,800
21.7
%
$
—
$
50,800
21.7
%
East
12,723
17.7
%
—
12,723
17.7
%
—
12,723
17.7
%
Southeast
16,738
22.4
%
—
16,738
22.4
%
—
16,738
22.4
%
Corporate & unallocated
(a)
(4,318)
—
(4,318)
11,190
6,872
Total homebuilding
$
75,943
19.9
%
$
—
$
75,943
19.9
%
$
11,190
$
87,133
22.9
%
(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.
Three Months Ended December 31, 2024 as compared to
2023
Our homebuilding gross profit decreased by $6.0 million to $70.0 million for the three months ended December 31, 2024, compared to $75.9 million i
n the prior year quarter. The decrease in homebuilding gross profit compared to the prior year quarter was primarily due to a decrease in gross margin of 470 basis points to 15.2%, partially offset by an increase in homebuilding revenue of $79.5 million. As shown in the tables above, the comparability of our gross profit was slightly impacted by
interest amortized to homebuilding cost of sales, which increased by $2.7 million compared to the prior year quarter (refer to Note 5 of the notes to the condensed consolidated financial statements in this Form 10-Q for additional details). When excluding the impact of interest amortized to homebuilding cost of sales, homebuilding gross profit decreased by $3.2 million compared to the prior year quarter, while homebuilding gross margin decreased by 470 basis points to 18.2%.
The decrease in gross margin for the three months ended December 31, 2024 compared to the prior year quarter was primarily due to an increase in price concessions and closing cost incentives, an increased share of spec home closings which generally have lower margins than "to be built" homes, and changes in product and community mix
.
West Segment:
Compared to the prior year quarter, homebuilding gross profit increased by $2.5 million due to an increase in homebuilding revenue, partially offset by lower gross margin. Homebuilding gross margin, excluding impairments and abandonments, decreased to 18.3%, down from 21.7% in the prior year quarter, primarily due to an increase in closing cost incentives, an increased share of spec home closings which generally have lower margins than "to be built" homes, and changes in product and community mix.
East Segment:
Compared to the prior year quarter, homebuilding gross profit increased by $3.7 million due to an increase in homebuilding revenue, partially offset by lower gross margin. Homebuilding gross margin, excluding impairments and abandonments, decreased to 15.1%, down from 17.7% in the prior year quarter, primarily due to an increase in price concessions, an increased share of spec home closings which generally have lower margins than "to be built" homes, and changes in product and community mix.
Southeast Segment:
Compared to the prior year quarter, homebuilding gross profit decreased by $7.1 million due to a lower gross margin and a decrease in homebuilding revenue. Homebuilding gross margin, excluding impairments and abandonments, decreased to 16.1%, down from 22.4% in the prior year quarter, primarily due to an increase in price concessions, an increased share of spec home closings which generally have lower margins than "to be built" homes, and changes in product and community mix.
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.
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:
Land Sales and Other Revenue
Land Sales and Other Gross Profit
Three Months Ended December 31,
Three Months Ended December 31,
in thousands
2024
2023
24 vs 23
2024
2023
24 vs 23
West
$
7,053
$
2,684
$
4,369
$
1,699
$
612
$
1,087
East
1,318
3,024
(1,706)
294
1,055
(761)
Southeast
160
191
(31)
110
120
(10)
Total
$
8,531
$
5,899
$
2,632
$
2,103
$
1,787
$
316
For the three months ended December 31, 2024, land sales and other revenue increased by $2.6 million to $8.5 million, and land sales and other gross profit increased by $0.3 million to $2.1 million compared to the prior year quarter. Period-over-period 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.
The table below summarizes operating income by reportable segment for the periods presented:
Three Months Ended December 31,
in thousands
2024
2023
24 vs 23
West
$
27,414
$
28,339
$
(925)
East
6,672
6,356
316
Southeast
2,621
9,140
(6,519)
Corporate and unallocated
(a)
(34,569)
(23,570)
(10,999)
Operating income
$
2,138
$
20,265
$
(18,127)
(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.
Three Months Ended December 31, 2024 as compared to 2023
Our operating income decreased by $18.1 million to $2.1 million for the three months ended December 31, 2024, compared to operating income of $20.3 million for the three months ended December 31, 2023. This decrease compared to the prior year quarter was primarily due to the previously discussed decrease in gross profit and gross margin. SG&A expense increased by 19.3% compared to prior year quarter in prop
ortion to active community count growth. SG&A as a percentage of total revenue improved by 30 basis points compared to the prior year quarter, from 14.3% to 14.0%, due to total revenue growth outpacing SG&A expense growth.
West Segment:
The $0.9 million decrease in operating incom
e compared to the prior year quarter was primarily due to higher commissions expense on higher homebuilding revenue and higher sales and marketing costs driven by community count growth, partially offset by higher gross profit in the segment.
East Segment:
The $0.3 million increase in operating income compared to the prior year quarter was primarily due to the higher gross profit previously discussed, partially offset by higher commissions expense on higher homebuilding revenue and higher sales and marketing costs driven by community count growth.
Southeast Segment:
The $6.5 million decrease in operating income compared to the prior year quarter was primarily due to the lower gross profit previously discussed, partially offset by lower commissions expense on lower homebuilding revenue 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 three months ended December 31, 2024, corporate and unallocated net expenses increased by $11.0 million from the prior year quarter primarily due to higher G&A expenses as well as higher amortization of capitalized interest and capitalized indirect costs to cost of sales on higher closings and homebuilding revenue.
Below operating income, we
experienced a year-over-year decrease within other income, net primarily due to lower interest income driven by lower interest rates on lower operating cash balances.
Income Taxes
Our income tax assets and liabilities and related effective tax rate are affected by a variety of factors, including, but not limited to, tax credits, permanent differences and other discrete items. A comparison of our effective tax rates should also consider the changes in valuation allowance in periods when a change occurs. As such, our income tax expense/benefit is not always directly correlated to the amount of pre-tax income or loss for the associated periods.
We recognized income tax expense from continuing operations of $36 thousand for the three months ended December 31, 2024, compared to $1.2 million for the three months ended December 31, 2023. Income tax expense for the three months ended December 31, 2024 was primarily driven by income tax expense on earnings from continuing operations and permanent differences, partially offset by energy efficiency tax credits generated from expected closings during the current fiscal year, and stock-based compensation activity in the period. Income tax expense for the three months ended December 31, 2023 was primarily driven income tax expense on earnings from continuing operations and permanent differences, partially offset by both energy efficiency tax credits generated from expected closings during fiscal 2023 and the discrete tax benefits related to the generation of additional energy efficiency tax credits from homes closed in prior periods, as well as stock-based compensation activity in the period. Refer to Note 10 of the notes to the condensed consolidated financial statements included in this Form 10-Q for further discussion of our income taxes.
Liquidity and Capital Resources
Our sources of liquidity include, but are not limited to, cash from operations, proceeds from Senio
r Notes, our Senior Unsecured Revolving Credit Facility and other bank borrowings, the issuance of equity and equity-linked securities, and other external sources of funds. Ou
r 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:
Three Months Ended December 31,
in thousands
2024
2023
Net cash used in operating activities
$
(159,365)
$
(225,583)
Net cash used in investing activities
(5,672)
(12,777)
Net cash provided by (used in) financing activities
41,894
(9,605)
Net decrease in cash, cash equivalents, and restricted cash
$
(123,143)
$
(247,965)
Operating Activities
Net cash used in operating activities was $159.4 million for the three months ended December 31, 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 dri
ven by an increase in inventory of $122.3 million resulting from land acquisition, land development and house construction spending to support continued growth, and a net increase in non-inventory working capital balances of $46.1 million. This was partially offset by cash inflows from income before income taxes of $3.2 million, which included $5.9 million of non-cash charges.
Net cash used in operating activities was $225.6 million for the three months ended December 31, 2023. Net cash used in operating activities during the period was primarily driven by an increase in inventory of $196.3 million resulting from land acquisition, land development and house construction spending to support continued growth,
and a net increase in non-inventory working capital balances of $56.0 million. This was partially offset by cash inflows from income before income taxes of $22.9 million, which included $3.8 million of non-cash charges.
Investing Activities
Net cash used in investing activities was $5.7 million for the three months ended December 31, 2024, primarily driven by capital expenditures for model homes and information systems infrastructure, and purchases o
f investment securities.
Net cash used in investing activities was $12.8 million for the three months ended December 31, 2023, primarily driven by capital expenditures for model homes and information systems infrastructure, and purchases of investment securities.
Financing Activities
Net cash provided by financing activities was $41.9 million for the three months ended December 31, 2024, primarily driven by net borrowings from our Unsecured Facility (see Note 6
of the notes to the condensed consolidated financial statements included in this Form 10-Q for further discussion
), partially offset by tax payments for stock-based compensation awards vesting.
Net cash used in financing activities was $9.6 million for the three months ended December 31, 2023, primarily driven by the repurchase of a portion of our 2025 Notes, debt issuance costs related to expanding the borrowing capacity of our Unsecured Facility, and tax payments for stock-based compensation awards vesting.
As of December 31, 2024, our liquidity position consisted of $80.4 million in cash and cash equivalents and $255.0 million of remaining capacity under the Unsecured Facility, compared to $104.2 million in cash and cash equivalents and $300.0 million of remaining capacity under the Unsecured Facility as of December 31, 2023. Meanwhile, we invested $211.3 million and $198.7 million in land acquisition and land development during quarters ended December 31, 2024 and December 31, 2023, respectively.
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 December 31, 2024,
we had
$45.0 million in borrow
ings
and no letters of credit were outstanding under the Unsecured Facility, resulting in a remaining borrowing capacity of $255.0 million. Subsequently in January 2025, we increased our available borrowing capacity under the
$300.0 million to $365.0 million
. See Note 6 and Note 15
of the notes to the condensed consolidated financial statements included in this Form 10-Q 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 $37.1 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 6 of the notes to the condensed consolidated financial statements in this Form 10-Q for additional details related to our borrowings.
Supplemental Guarantor Information
As discussed in Note 6 of the notes to the condensed consolidated financial statements in this Form 10-Q, 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 condensed consolidated financial statements of the parent company.
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.
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. No share repurchases were made during the three months ended December 31, 2024 and 2023. As of December 31, 2024, the remaining availability of the share repurchase program was
$28.9 million
. Previously repurchased shares under the program have been retired.
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 the three months ended December 31, 2024 or 2023.
Off
-Balance Sheet Arrangements and Aggregate Contractual Commitments
Lot Option Agreements
In addit
ion 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 December 31, 2024, we controlled 28,874 lots, which includes 272 lots of land held for future development and 424 lots of land held for sale. Of the 28,178 active lots, we controlled 16,609 of these lots, or 58.9%, through option agreements, as compared to 13,648 active lots controlled, or 53.1% of our total active lots, through option agreements as of December 31, 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 $297.8 million as of December 31, 2024. The total remaining purchase price, net of cash deposits, committed under all options was $1.60 billion as of December 31, 2024. Subject to market conditions and our liquidity, we may further expand our use of option agreements to supp
lement 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.
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 resp
ect 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
$37.1 million
and
$320.6 million, respectively, as of December 31, 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. It is also possible that other professionals applying reasonable judgment to the same set of facts and circumstances could reach a different conclusion. As disclosed in our 2024 Annual Report, our most critical accounting policies relate to inventory valuation of projects in progress, warranty reserves, and income tax valuation allowances. There have been no significant changes to our critical accounting policies and estimates during the three months ended December 31, 2024 as compared to those described in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Annual Report on Form 10-K.
Item 3. 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 December 31, 2024, we had variable rate
debt outstanding totaling approximately $76.9 million. A one percent increase in the interest rate for these notes would result in an increase of our interest expense by approximately $1.0 million over the next twelve-month period. The estimated fair value of our fixed-rate debt as of December 31, 2024 was $961.7 million
, compared to a carrying amou
nt of $949.4 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 $961.7 million
to
$998.2 million
as of December 31, 2024.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed based on criteria established in the
Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Act). Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024 at a reasonable assurance level.
Attached as exhibits to this Form 10-Q are certifications of our CEO and CFO, which are required by Rule 13a-14 of the Act. This Disclosure Controls and Procedures section includes information concerning management’s evaluation of disclosure controls and procedures referred to in those certifications and should be read in conjunction with the certifications of the CEO and CFO.
Changes in Internal Control Over Financial Reporting
There have been n
o changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of our legal proceedings, see Note 8 of the notes to our condensed consolidated financial statements in this Form 10-Q.
There have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2024.
Item 5. Other Information
Updates to the Unsecured Facility
On January 28, 2025, the Company delivered activation notices to JP Morgan Chase Bank, N.A., as administrative agent under the Company’s Unsecured Facility, in connection with commitment increases by Texas Capital Bank, an existing lender, and Truist Bank, a new lender, pursuant to which the available borrowing capacity under the Unsecured Facility was increased from $
300.0
million to $
365.0
million.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 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.”
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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