BZH 10-K Annual Report Sept. 30, 2017 | Alphaminr
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BZH 10-K Fiscal year ended Sept. 30, 2017

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BEAZER HOMES USA INC
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PROXIES
DEF 14A
 		Filed on Dec. 20, 2024
DEF 14A
 		Filed on Dec. 21, 2023
DEF 14A
 		Filed on Dec. 21, 2022
DEF 14A
 		Filed on Dec. 21, 2021
DEF 14A
 		Filed on Dec. 18, 2020
DEF 14A
 		Filed on Dec. 20, 2019
DEF 14A
 		Filed on Dec. 21, 2018
DEF 14A
 		Filed on Dec. 15, 2017
DEF 14A
 		Filed on Dec. 19, 2016
DEF 14A
 		Filed on Dec. 21, 2015
DEF 14A
 		Filed on Dec. 19, 2014
DEF 14A
 		Filed on Dec. 20, 2013
DEF 14A
 		Filed on Dec. 19, 2012
DEF 14A
 		Filed on Sept. 7, 2012
DEF 14A
 		Filed on Dec. 22, 2011
DEF 14A
 		Filed on Dec. 22, 2010
DEF 14A
 		Filed on Feb. 25, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Company(incorporated herein by reference to Exhibit3.1 of the Company's Form10-K for the year ended September 30, 2008) 3.2 Certificate of Amendment, dated April 13, 2010, to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit3.1 of the Company's Form10-Q for the quarter ended March 31, 2010) 3.3 Certificate of Amendment, dated February3, 2011, to the Amended and Restated Certificate of Incorporation of the Company, as amended(incorporated herein by reference to Exhibit3.1 of the Company's Form8-K filed on February8, 2011) 3.4 Certificate of Amendment, dated October 11, 2012, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on October 12, 2012) 3.5 Certificate of Amendment, dated February 2, 2013, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on February 5, 2013) 3.6 Certificate of Amendment, dated November 6, 2013, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.1 of the Company's Form 8-K filed on November 7, 2013) 3.7 Certificate of Amendment, dated November 11, 2016, to the Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3.8 of the Company's Form 10-K for the year ended September 30, 2016) 3.8 Fourth Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 of the Company's Form 10-K for the year ended September 30, 2010) 4.1 Specimen Physical Common Stock Certificate of Beazer Homes USA, Inc. (incorporated herein by reference to Exhibit 4.1 of the Company's Form 10-K filed on November 10, 2015) 4.3 Seventh Supplemental Indenture, dated January 9, 2006, to the Indenture dated as of April 17, 2002 (incorporated herein by referenced to Exhibit99.2 of the Companys Form8-K filed on January 17, 2006) 4.6 Form of Junior Subordinated Indenture, dated June15, 2006, between the Company and JPMorgan Chase Bank, National Association(incorporated herein by reference to Exhibit4.1 of the Company's Form8-K filed on June21, 2006) 4.7 Form of Amended and Restated TrustAgreement, dated June 15, 2006, among the Company, JPMorgan Chase Bank, National Association, Chase Bank USA, National Association, and certain individuals named therein as Administrative Trustees(incorporated herein by reference to Exhibit4.2 of the Company's Form8-K filed on June21, 2006) 4.8 Ninth Supplemental Indenture, dated October 26, 2007, amending and supplementing the Indenture dated April 17, 2002, by and among Beazer Homes USA, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 10.3 of the Company's Form 8-K filed on October 30, 2007) 4.9 Junior Subordinated Indenture between Beazer Homes USA, Inc. and Wilmington TrustCompany, as trustee, dated as of January15, 2010(incorporated herein by reference to Exhibit10.2 of the Company's Form8-K dated January21, 2010) 4.11 Fifteenth Supplemental Indenture, dated July22, 2011, to the Indenture dated April 17, 2002, between the Company and U.S. Bank National Association, as trustee, amending and supplementing the Thirteenth Supplemental Indenture, dated May20, 2010, and the Fourteenth Supplemental Indenture, dated November12, 2010(incorporated herein by reference to Exhibit10.2 of the Company's Form10-Q for the quarter ended June 30, 2011) 4.13 Indenture for 7.250% Senior Secured Notes due 2023, dated February 1, 2013, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on February 5, 2013) 4.14 Form of 7.250% Senior Secured Note due 2023 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on February 5, 2013) 4.15 Indenture for 7.500% Senior Notes due 2021, dated September 30, 2013, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on October 1, 2013) 4.16 Form of 7.500% Senior Note due 2021 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed on October 1, 2013) 4.17 Registration Rights Agreement for 7.500% Senior Notes due 2021, dated September 30, 2013, by and among the Company, the subsidiary guarantors party thereto and Credit Suisse Securities (USA) LLC (incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed on October 1, 2013) 4.18 Section 382 Rights Agreement, dated as of November 6, 2013, and effective as of November 12, 2013, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed on November 7, 2013) 4.19 Seventeenth Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2(i) to the Companys Form S-4 filed on June 10, 2014 (File No. 333-196637)) 4.20 Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee, related to the Companys 6.625% Senior Secured Notes due 2018 (incorporated herein by reference to Exhibit 4.5(c) to the Companys Form S-4 filed on June 10, 2014 (File No. 333-196637)) 4.21 Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee, related to the Companys 7.250% Senior Notes due 2023 (incorporated herein by reference to Exhibit 4.6(c) to the Companys Form S-4 filed on June 10, 2014 (File No. 333-196637)) 4.22 Supplemental Indenture, dated April 2, 2014, between Beazer-Inspirada LLC and U.S. Bank National Association, as trustee, related to the Companys 7.500% Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.7(c) to the Companys Form S-4 filed on June 10, 2014 (File No. 333-196637)) 4.23 Indenture for 5.750% Senior Notes due 2019, dated April 8, 2014, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K filed on April 9, 2014) 4.24 Form of 5.750% Senior Note due 2019 (incorporated herein by reference to Exhibit 4.2 of the Companys Form 8-K filed on April 9, 2014) 4.25 Registration Rights Agreement for 5.750% Senior Notes due 2019, dated April 8, 2014, by and among the Company, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein (incorporated herein by reference to Exhibit 4.3 of the Companys Form 8-K filed on April 9, 2014) 4.26 Indenture for 8.750% Senior Notes due 2022, dated September 21, 2016, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K filed on September 22, 2016) 4.27 Form of 8.750% Senior Note due 2022 (incorporated by reference to Exhibit 4.2 of the Companys Form 8-K filed on September 21, 2016) 4.28 Supplemental Indenture for 8.750% Senior Notes due 2022, dated September 30, 2016, by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K filed on September 30, 2016) 4.29 Registration Rights Agreement, dated as of September 21, 2016, by and among Beazer Homes USA, Inc. and Credit Suisse Securities (USA) LLC (incorporated herein by reference to Exhibit 4.3 of the Companys Form 8-K filed September 22, 2016) 4.30 Registration Rights Agreement, dated as of September 30, 2016, by and among Beazer Homes USA, Inc. and Credit Suisse Securities (USA) LLC (incorporated herein by reference to Exhibit 4.3 of the Companys Form 8-K filed September 30, 2016) 4.31 Indenture for 6.750% Senior Notes due 2025, dated March 14, 2017, by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Companys Form 8-K filed on March 15, 2017) 4.32 Form of 6.750% Senior Note due 2025 (incorporated by reference to Exhibit 4.2 of the Companys Form 8-K filed on March 15, 2017) 4.33 Registration Rights Agreement, dated as of March 14, 2017, by and among the Company, the Guarantors and Credit Suisse Securities (USA) LLC, as representatives of the Initial Purchasers (incorporated herein by reference to Exhibit 4.3 of the Companys Form 8-K filed March 15, 2017) 10.1* Non-Employee Director Stock Option Plan(incorporated herein by reference to Exhibit10.2 of the Company's Form10-K for the year ended September30, 2003) 10.2* Amended and Restated 1999 Stock Incentive Plan(incorporated herein by reference to Exhibit10.2 of the Company's Form10-Q for the quarter ended June 30, 2008) 10.3* Second Amended and Restated Corporate Management Stock Purchase Program(incorporated herein by reference to Exhibit10.5 of the Company's Form10-K for the year ended September30, 2007) 10.4* Director Stock Purchase Program(incorporated herein by reference to Exhibit10.7 of the Company's Form10-K for the year ended September30, 2004) 10.5* Form of Stock Option and Restricted Stock Award Agreement(incorporated herein by reference to Exhibit10.8 of the Company's Form10-K for the year ended September30, 2004) 10.6* Form of Stock Option Award Agreement(incorporated herein by reference to Exhibit10.9 of the Company's Form10-K for the year ended September30, 2004) 10.7* Form of Amended and Restated 1999 Stock Incentive Plan Award Agreement for Performance Share Awards, dated as of February2, 2006(incorporated herein by reference to Exhibit10.18 of the Company's Form10-Q for the quarter ended March31, 2006) 10.8* Form of Amended and Restated 1999 Stock Incentive Plan Award Agreement for Option and Restricted Stock Awards, dated as of February2, 2006(incorporated herein by reference to Exhibit10.19 of the Company's Form10-Q for the quarter ended March31, 2006) 10.9* Form of Indemnification Agreement(incorporated herein by reference to Exhibit10.1 of the Company's Form8-K filed on July1, 2008) 10.10* 2008 Beazer Homes USA, Inc. Deferred Compensation Plan, adopted effective January1, 2008(incorporated herein by reference to Exhibit10.27 of the Company's Form10-K for the fiscal year ended September30, 2007) 10.11* Discretionary Employee Bonus Plan(incorporated herein by reference to Exhibit10.28 of the Company's Form10-K for the fiscal year ended September30, 2007) 10.12* 2010 Equity Incentive Plan(incorporated herein by reference to Exhibit10.1 of the Company's Form10-Q for the quarter ended March31, 2010) 10.13* Form of 2010 Equity Incentive Plan Employee Award Agreement for Option and Restricted Stock Awards(incorporated herein by reference to Exhibit10.1 of the Company's Form10-Q for the quarter ended June30, 2010) 10.14* Form of 2010 Equity Incentive Plan Award Agreement for Option and Restricted Stock Awards(Non-Employee Directors) (incorporated herein by reference to Exhibit10.2 of the Company's Form10-Q for the quarter ended June30, 2010) 10.15* Form of 2010 Equity Incentive Plan Award Agreement for Option and Restricted Stock Awards (Named Executive Officers) dated as of November 16, 2011 (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed on November 22, 2011) 10.16* Form of 2010 Equity Incentive Plan Performance Cash Award Agreement (Named Executive Officers) (incorporated herein by reference to Exhibit 10.1 of the Company's 10-Q for the quarter ended December 31, 2012) 10.17* 2014 Long-Term Incentive Plan, as amended (incorporated herein by reference to Appendix I of the Companys Form DEF 14A filed on December 19, 2016) 10.18* Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Allan P. Merrill and the Company (incorporated herein by reference to Exhibit 10.18 of the Companys Form 10-K filed on November 13, 2014) 10.19* Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Robert L. Salomon and the Company (incorporated herein by reference to Exhibit 10.19 of the Companys Form 10-K filed on November 13, 2014) 10.20* Award Agreement for Restricted Stock, effective as of September 18, 2014, by and between Kenneth F. Khoury and the Company (incorporated herein by reference to Exhibit 10.20 of the Companys Form 10-K filed on November 13, 2014) 10.21* Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Named Executive Officers) (incorporated herein by reference to Exhibit 10.21 of the Companys Form 10-K filed on November 13, 2014) 10.22* Form of 2014 Long-Term Incentive Plan Award Agreement for TSR Performance Share Awards (Named Executive Officers) (incorporated herein by reference to Exhibit 10.22 of the Companys Form 10-K filed on November 13, 2014) 10.23* Form of 2014 Long-Term Incentive Plan Award Agreement for Pre-Tax Income Performance Share Awards (Named Executive Officers) (incorporated herein by reference to Exhibit 10.23 of the Companys Form 10-K filed on November 13, 2014) 10.24* Form of 2014 Long-Term Incentive Plan Award Agreement for Restricted Stock Awards (Non-Employee Directors) (incorporated herein by reference to Exhibit 10.24 of the Companys Form 10-K filed on November 13, 2014) 10.25* Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive Officers) (incorporated herein by reference to Exhibit 10.1 of the Companys Form 10-Q filed on February 4, 2016) 10.26* Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive Officers) 10.27* Employment Agreement, effective as of September 18, 2014, by and between Allan P. Merrill and the Company (incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K filed on September 22, 2014) 10.28* Employment Agreement, effective as of September 18, 2014, by and between Robert L. Salomon and the Company (incorporated herein by reference to Exhibit 10.2 of the Companys Form 8-K filed on September 22, 2014) 10.29* Employment Agreement, effective as of September 18, 2014, by and between Kenneth F. Khoury and the Company (incorporated herein by reference to Exhibit 10.3 of the Companys Form 8-K filed on September 22, 2014) 10.30 Delayed-Draw Term Loan Facility, dated November16, 2010, among Beazer Homes USA, Inc., Citibank, N.A. and Citigroup Global Markets Inc.(incorporated herein by reference to Exhibit10.1 of the Company's Form8-K filed on November18, 2010) 10.31 Delayed-Draw Term Loan Facility, dated November16, 2010, among Beazer Homes USA, Inc., Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc.(incorporated herein by reference to Exhibit10.2 of the Company's Form8-K filed on November18, 2010) 10.32 First Amendment to the Delayed-Draw Term Loan Facility, dated as of November 16, 2010, by and between Beazer Homes USA, Inc. and Citibank, N.A. (incorporated herein by reference to Exhibit 10.2 of the Company's 8-K filed on August 9, 2012) 10.33 First Amendment to the Delayed-Draw Term Loan Facility, dated as of November 16, 2010, by and between Beazer Homes USA, Inc. and Deutsche Bank AG Cayman Islands Branch (incorporated herein by reference to Exhibit 10.3 of the Company's 8-K filed on August 9, 2012) 10.34 Second Amended and Restated Credit Agreement, dated as of September 24, 2012, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch, as agent (incorporated herein by reference to Exhibit 10.1 of the Company's 8-K filed on September 26, 2012) 10.35 First Amendment to Second Amended and Restated Credit Agreement, dated as of November 10, 2014, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch, as agent (incorporated herein by reference to Exhibit 10.33 of the Companys Form 10-K filed on November 13, 2014) 10.36 Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 6, 2015, between Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch, as agent. (incorporated herein by reference to Exhibit 10.34 of the Company's 10-K filed on November 10, 2015) 10.37 Credit Agreement, dated March 11, 2016, by and between Beazer Homes USA, Inc. and Wilmington Trust (incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K filed on March 11, 2016) 10.38 Third Amendment to Second Amended and Restated Credit Agreement, dated as of October 13, 2016, by and among Beazer Homes USA, Inc., as borrower, the lenders party thereto, the issuers party thereto, and Credit Suisse AG, Cayman Islands Branch (incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K filed October 13, 2016) 21 Subsidiaries of the Company 23 Consent of Deloitte& Touche LLP 31.1 Certification pursuant to 17 CFR 240.13a-14 promulgated under Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to 17 CFR 240.13a-14 promulgated under Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 101 The following financial statements from Beazer Homes USA, Inc.s Annual Report on Form 10-K for the period ended September 30, 2017, filed on November 14, 2017, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements 10.26* Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive Officers) 21 Subsidiaries of the Company 23 Consent of Deloitte& Touche LLP 31.1 Certification pursuant to 17 CFR 240.13a-14 promulgated under Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to 17 CFR 240.13a-14 promulgated under Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 101 The following financial statements from Beazer Homes USA, Inc.s Annual Report on Form 10-K for the period ended September 30, 2017, filed on November 14, 2017, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements