UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________

FORM 10-Q

_____________________________________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~December~~March 31, ~~2017~~2020



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-12822

_____________________________________________________________

BEAZER HOMES USA, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________



DELAWARE		58-2086934
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



1000 Abernathy Road, Suite 260, Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip Code)

(770) 829-3700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BZH	New York Stock Exchange

_____________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer” and~~filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨o	~~(Do not check if a smaller reporting company)~~

Smaller reporting company	¨o	Emerging growth company	¨
			o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x



~~Class~~		~~Outstanding as of February 1, 2018~~
~~Common Stock, $0.001 par value~~		~~33,618,155~~

Number of shares of common stock outstanding as of April 27, 2020: 31,027,490

Table of Contents

BEAZER HOMES USA, INC.

~~FORM 10-Q~~

~~INDEX~~TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION	2
Item 1. Financial Statements	2
~~Unaudited~~ Condensed Consolidated Balance Sheets ~~December~~as of March 31, ~~2017~~2020 and September 30, ~~2017~~2019 (Unaudited)	2
~~Unaudited~~ Condensed Consolidated Statements of ~~Income (Loss)~~Operations for the three and ~~Unaudited Comprehensive Income (Loss), Three Months Ended December~~six months ended March 31, ~~2017~~2020 and ~~2016~~2019 (Unaudited)	3
~~Unaudited~~ Condensed Consolidated Statements of ~~Cash Flows, Three Months Ended December~~Stockholders' Equity for the three and six months ended March 31, ~~2017~~2020 and ~~2016~~2019 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2020 and 2019 (Unaudited)	6
Notes to ~~Unaudited~~ Condensed Consolidated Financial Statements	57
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2835
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4351
Item 4. Controls and Procedures	4351
Item 5. Other Information	52

PART II. OTHER INFORMATION	4352
Item 1. Legal Proceedings	4352
Item 1A. Risk Factors	4352
Item 6. Exhibits	4453

SIGNATURES	4554

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BEAZER HOMES USA, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED BALANCE SHEETS

~~(In thousands, except share and per share data)~~(Unaudited)


	December 31, 2017			September 30, 2017
in thousands (except share and per share data)							March 31, 2020			September 30, 2019
ASSETS
Cash and cash equivalents	$	177,812		$	292,147		$	294,265		$	106,741
Restricted cash	12,082			12,462			18,282			16,053
Accounts receivable (net of allowance of $329 and $330, respectively)	31,804			36,323
Accounts receivable (net of allowance of $309 and $304, respectively)							20,574			26,395
Income tax receivable	88			88			9,224			4,935
Owned inventory	1,626,721			1,542,807			1,595,300			1,504,248
Investments in unconsolidated entities	4,277			3,994			4,040			3,962
Deferred tax assets, net	200,101			307,896			238,766			246,957
Property and equipment, net	18,742			17,566			25,820			27,421
Operating lease right-of-use assets							15,109			—
Goodwill							11,376			11,376
Other assets	6,355			7,712			6,239			9,556
Total assets	$	2,077,982		$	2,220,995		$	2,238,995		$	1,957,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	97,535		$	103,484		$	137,238		$	131,152
Operating lease liabilities							17,147			—
Other liabilities	103,157			107,659			108,336			109,429
Total debt (net of premium of $3,220 and $3,413, respectively, and debt issuance costs of $16,545 and $14,800, respectively)	1,324,509			1,327,412
Total debt (net of debt issuance costs of $11,867 and $12,470, respectively)							1,428,792			1,178,309
Total liabilities	1,525,201			1,538,555			1,691,513			1,418,890
Stockholders’ equity:
Preferred stock (par value $.01 per share, 5,000,000 shares authorized, no shares issued)	—			—
Common stock (par value $0.001 per share, 63,000,000 shares authorized, 33,596,091 issued and outstanding and 33,515,768 issued and outstanding, respectively)	34			34
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, 31,020,398 issued and outstanding and 30,933,110 issued and outstanding, respectively)							31			31
Paid-in capital	874,351			873,063			849,643			854,275
Accumulated deficit	(321,604		)	(190,657		)	(302,192		)	(315,552		)
Total stockholders’ equity	552,781			682,440			547,482			538,754
Total liabilities and stockholders’ equity	$	2,077,982		$	2,220,995		$	2,238,995		$	1,957,644

See ~~Notes~~accompanying notes to ~~Unaudited Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

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BEAZER HOMES USA, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME (LOSS) AND UNAUDITED COMPREHENSIVE INCOME (LOSS)~~OPERATIONS

~~(In thousands, except per share data)~~(Unaudited)


	Three Months Ended						Three Months Ended						Six Months Ended
	December 31,						March 31,						March 31,
	2017			2016
in thousands (except per share data)							2020			2019			2020			2019
Total revenue	$	372,489		$	339,241		$	489,413		$	421,260		$	907,217		$	823,300
Home construction and land sales expenses	311,660			285,578			410,568			356,329			765,235			696,707
Gross profit	60,829			53,663
Inventory impairments and abandonments							—			147,611			—			148,618
Gross profit (loss)							78,845			(82,680		)	141,982			(22,025		)
Commissions	14,356			13,323			18,744			15,998			34,809			31,735
General and administrative expenses	37,285			36,388			40,050			37,372			79,749			76,014
Depreciation and amortization	2,507			2,677			3,627			2,900			7,054			5,670
Operating income	6,681			1,275
Equity in (loss) income of unconsolidated entities	(101		)	22
Loss on extinguishment of debt	(25,904		)	—
Operating income (loss)							16,424			(138,950		)	20,370			(135,444		)
Equity in income of unconsolidated entities							147			81			134			17
Gain on extinguishment of debt							—			216			—			216
Other expense, net	(3,145		)	(5,196		)	(1,786		)	(337		)	(3,126		)	(379		)
Loss from continuing operations before income taxes	(22,469		)	(3,899		)
Income (loss) from continuing operations before income taxes							14,785			(138,990		)	17,378			(135,590		)
Expense (benefit) from income taxes	108,106			(2,540		)	4,170			(38,158		)	3,959			(42,080		)
Loss from continuing operations	(130,575		)	(1,359		)
Income (loss) from continuing operations							10,615			(100,832		)	13,419			(93,510		)
Loss from discontinued operations, net of tax	(372		)	(70		)	(1		)	(30		)	(59		)	(41		)
Net loss and comprehensive loss	$	(130,947	)	$	(1,429	)
Net income (loss)							$	10,614		$	(100,862	)	$	13,360		$	(93,551	)
Weighted average number of shares:
Basic and diluted	32,055			31,893
Basic and diluted loss per share:
Basic							29,868			30,714			29,808			31,263
Diluted							29,975			30,714			30,078			31,263

Basic income (loss) per share:
Continuing operations	$	(4.07	)	$	(0.04	)	$	0.36		$	(3.28	)	$	0.45		$	(2.99	)
Discontinued operations	(0.01		)	—			—			—			—			—
Total	$	(4.08	)	$	(0.04	)	$	0.36		$	(3.28	)	$	0.45		$	(2.99	)
Diluted income (loss) per share:
Continuing operations							$	0.35		$	(3.28	)	$	0.45		$	(2.99	)
Discontinued operations							—			—			—			—
Total							$	0.35		$	(3.28	)	$	0.45		$	(2.99	)

See ~~Notes~~accompanying notes to ~~Unaudited Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

Table of Contents

BEAZER HOMES USA, INC.

~~UNAUDITED~~ CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)



	Three Months Ended March 31, 2020
	Common Stock				Paid-in Capital			Accumulated Deficit
in thousands	Shares		Amount		Paid-in Capital			Accumulated Deficit			Total
Balance as of December 31, 2019	31,383		$	31	$	852,055		$	(312,806	)	$	539,280
Net income and comprehensive income	—		—		—			10,614			10,614
Stock-based compensation expense	—		—		899			—			899
Exercises of stock options	3		—		31			—			31
Shares issued under employee stock plans, net	7		—		—			—			—
Forfeiture of restricted stock	(10	)	—		—			—			—
Common stock redeemed for tax liability	(1	)	—		(15		)	—			(15		)
Share repurchases	(362	)	—		(3,327		)	—			(3,327		)
Balance as of March 31, 2020	31,020		$	31	$	849,643		$	(302,192	)	$	547,482



	Six Months Ended March 31, 2020
	Common Stock				Paid-in Capital			Accumulated Deficit
in thousands	Shares		Amount		Paid-in Capital			Accumulated Deficit			Total
Balance as of September 30, 2019	30,933		$	31	$	854,275		$	(315,552	)	$	538,754
Net income and comprehensive income	—		—		—			13,360			13,360
Stock-based compensation expense	—		—		3,210			—			3,210
Exercises of stock options	50		—		204			—			204
Shares issued under employee stock plans, net	581		—		—			—			—
Forfeiture and other settlements of restricted stock	(11	)	—		(2,058		)	—			(2,058		)
Common stock redeemed for tax liability	(171	)	—		(2,661		)	—			(2,661		)
Share repurchases	(362	)	—		(3,327		)	—			(3,327		)
Balance as of March 31, 2020	31,020		$	31	$	849,643		$	(302,192	)	$	547,482

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BEAZER HOMES USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)



	Three Months Ended March 31, 2019
	Common Stock					Paid-in Capital			Accumulated Deficit
in thousands	Shares		Amount			Paid-in Capital			Accumulated Deficit			Total
Balance as of December 31, 2018	32,675		$	33		$	863,797		$	(228,721	)	$	635,109
Net loss and comprehensive loss	—		—			—			(100,862		)	(100,862		)
Stock-based compensation expense	—		—			2,180			—			2,180
Exercises of stock options	26		—			271			—			271
Forfeiture of restricted stock	(2	)	—			—			—			—
Common stock redeemed	(3	)	—			(35		)	—			(35		)
Share repurchases	(652	)	(1		)	(7,504		)	—			(7,505		)
Balance as of March 31, 2019	32,044		$	32		$	858,709		$	(329,583	)	$	529,158



	Six Months Ended March 31, 2019
	Common Stock					Paid-in Capital			Accumulated Deficit
in thousands	Shares		Amount			Paid-in Capital			Accumulated Deficit			Total
Balance as of September 30, 2018	33,522		$	34		$	880,025		$	(236,032	)	$	644,027
Net loss and comprehensive loss	—		—			—			(93,551		)	(93,551		)
Stock-based compensation expense	—		—			4,294			—			4,294
Exercises of stock options	27		—			278			—			278
Shares issued under employee stock plans, net	910		—			—			—			—
Forfeiture of restricted stock	(30	)	—			—			—			—
Common stock redeemed	(179	)	—			(1,886		)	—			(1,886		)
Share repurchases	(2,206	)	(2		)	(24,002		)	—			(24,004		)
Balance as of March 31, 2019	32,044		$	32		$	858,709		$	(329,583	)	$	529,158

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BEAZER HOMES USA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(In thousands)~~

(Unaudited)


	Three Months Ended						Six Months Ended
	December 31,						March 31,
	2017			2016
in thousands							2020			2019
Cash flows from operating activities:
Net loss	$	(130,947	)	$	(1,429	)
Net income (loss)							$	13,360		$	(93,551	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,507			2,677			7,054			5,670
Stock-based compensation expense	2,610			2,176			3,210			4,294
Inventory impairments and abandonments	450			—			—			148,618
Deferred and other income tax expense (benefit)	107,795			(2,707		)	3,942			(42,392		)
Write-off of deposit on legacy land investment	—			2,700
Gain on sale of fixed assets	(65		)	(46		)	(111		)	(75		)
Change in allowance for doubtful accounts	(1		)	(4		)	5			(5		)
Equity in loss (income) of unconsolidated entities	88			(22		)
Equity in income of unconsolidated entities							(134		)	(16		)
Cash distributions of income from unconsolidated entities	50			6			56			325
Non-cash loss on extinguishment of debt	3,173			—
Loss (gain) on extinguishment of debt, net							—			(216		)
Changes in operating assets and liabilities:
Decrease in accounts receivable	4,520			1,433			5,816			6,166
Decrease in income tax receivable	—			4			315			—
Increase in inventory	(83,205		)	(39,543		)	(89,162		)	(88,491		)
Decrease in other assets	1,252			1,906			3,063			3,036
Decrease in trade accounts payable	(5,949		)	(17,444		)
Decrease in other liabilities	(4,502		)	(12,541		)
Increase (decrease) in trade accounts payable							6,086			(1,029		)
Increase (decrease) in other liabilities							587			(25,368		)
Net cash used in operating activities	(102,224		)	(62,834		)	(45,913		)	(83,034		)
Cash flows from investing activities:
Capital expenditures	(3,702		)	(2,874		)	(5,478		)	(11,508		)
Proceeds from sale of fixed assets	84			46			136			94
Investments in unconsolidated entities	(421		)	(1,397		)
Return of capital from unconsolidated entities	—			1,621
Acquisition, net of cash acquired							—			(4,088		)
Net cash used in investing activities	(4,039		)	(2,604		)	(5,342		)	(15,502		)
Cash flows from financing activities:
Repayment of debt	(401,481		)	(2,525		)	(1,150		)	(5,062		)
Proceeds from issuance of new debt	400,000			—
Repayment of borrowings from credit facility							(95,000		)	(150,000		)
Borrowings from credit facility							345,000			225,000
Debt issuance costs	(5,649		)	(340		)	—			(400		)
Other financing activities	(1,322		)	(387		)
Net cash used in financing activities	(8,452		)	(3,252		)
Decrease in cash, cash equivalents and restricted cash	(114,715		)	(68,690		)
Cash, cash equivalents and restricted cash at beginning of period	304,609			243,276
Cash, cash equivalents and restricted cash at end of period	$	189,894		$	174,586
Repurchase of common stock							(3,327		)	(24,004		)
Tax payments for stock-based compensation awards							(2,661		)	(1,886		)
Stock option exercises and other financing activities							(1,854		)	278
Net cash provided by financing activities							241,008			43,926
Increase (decrease) in cash, cash equivalents, and restricted cash							189,753			(54,610		)
Cash, cash equivalents, and restricted cash at beginning of period							122,794			153,248
Cash, cash equivalents, and restricted cash at end of period							$	312,547		$	98,638

See ~~Notes~~accompanying notes to ~~Unaudited Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

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BEAZER HOMES USA, INC.

NOTES TO ~~UNAUDITED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Description of Business

Beazer Homes USA, Inc. (“we,” “us,” “our,” “Beazer,” “Beazer Homes” and 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. Unless the context indicates otherwise, the terms “we,” “us,” “our,” “Beazer,” “Beazer Homes” and the “Company” used in this Quarterly Report on Form 10-Q refer to Beazer Homes USA, Inc. and its subsidiaries.

Our homes are designed to appeal to homeowners at different price points across various demographic segments and are generally offered for sale in advance of their construction. Our objective is to provide our customers with homes that incorporate exceptional value and quality, while seeking to maximize our return on invested capital over the course of a housing cycle.

For an additional description of our business, refer to Item 1 within our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017 (2017~~2019 (2019 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. ~~Such~~The unaudited condensed consolidated financial statements 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 2019 Annual Report. In ~~our~~the opinion of management, all adjustments, ~~(consisting primarily~~consisting of normal recurring ~~adjustments)~~adjustments, necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of ~~our~~the Company's consolidated operations presented herein for the three and six months ended ~~December~~March 31, ~~2017~~2020 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. For further information~~factors, such as the effects of the coronavirus (“COVID-19”) and ~~a discussion of~~its influence on our ~~significant accounting policies other than those discussed below, refer to Note 2 to the audited consolidated financial statements within our~~ ~~2017~~ ~~Annual Report.~~future results.

Basis of ~~Consolidation.~~ ~~These~~Consolidation

The accompanying unaudited condensed consolidated financial statements ~~present~~include the ~~consolidated balance sheet, income (loss), comprehensive income (loss)~~accounts of Beazer Homes USA, Inc. and ~~cash flows of the Company, including~~ its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Our net income (loss) is equivalent to our comprehensive income (loss), so we have not presented a separate statement of comprehensive income (loss).

In the past, we have discontinued homebuilding operations in various markets. Results from certain of these exited markets are reported as discontinued operations in the accompanying unaudited condensed consolidated statements of ~~income (loss)~~operations for all periods presented (see Note 1617 for a further discussion of our discontinued operations).

~~We evaluated events that occurred after the balance sheet date but before these financial statements were issued for accounting treatment and disclosure.~~

Our fiscal ~~2018~~year 2020 began on October 1, ~~2017~~2019 and ends on September 30, ~~2018.~~2020. Our fiscal ~~2017~~year 2019 began on October 1, ~~2016~~2018 and ended on September 30, ~~2017.~~2019.

Use of ~~Estimates.~~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 ~~unaudited~~ condensed consolidated financial statements and accompanying notes. Accordingly, actual results could differ from these estimates.

Table of Contents

Share Repurchase Program

During the first quarter of fiscal 2019, 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. As part of this program, the Company repurchased common stock during fiscal 2019 through open market transactions, 10b5-1 plans, and accelerated share repurchase (ASR) agreements. All shares have been retired upon repurchase during fiscal 2019. The aggregate reduction to stockholders’ equity related to share repurchases during the fiscal year ended September 30, 2019 was $34.6 million.

The Company repurchased 362 thousand shares of its common stock for $3.3 million at an average price per share of $9.20 during the six months ended March 31, 2020 through open market transactions and 10b5-1 plans. The Company repurchased 2.2 million shares of its common stock for $24.0 million at an average price per share of $10.89 during the six months ended March 31, 2019. All shares have been retired upon repurchase.

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. As discussed in Note 18, the outbreak has resulted in, among other things, unprecedented macro-economic events. While, as of March 31, 2020, the remaining availability of the share repurchase program was $12.0 million, in light of the COVID-19 pandemic, the Company does not intend to make additional repurchases under the program for the remainder of the current fiscal year.

Inventory ~~Valuation.~~ ~~We assess our inventory~~Valuation

Inventory assets are assessed for recoverability no less than quarterly ~~for recoverability~~ in accordance with the policies described in Notes 2 and 5 to the audited consolidated financial statements within our ~~2017~~2019 Annual Report. ~~Our homebuilding~~Homebuilding inventories that are accounted for as held for development (projects in progress) include land and home construction assets grouped together as communities. Homebuilding inventories held for development are stated at cost (including direct construction costs, capitalized indirect costs, capitalized interest, and real estate taxes) unless facts and circumstances indicate that the carrying value of the assets may not be recoverable. For ~~those~~ communities that have been idled (land held for future development), all applicable interest and real estate taxes are expensed as incurred, and the inventory is stated at cost unless facts and circumstances indicate that the carrying value of the assets may not be recoverable. We record land held for sale at the lower of the carrying value or fair value less costs to sell.

~~Recent Accounting Pronouncements.~~Revenue Recognition

~~Revenue from Contracts with Customers.~~ ~~In May 2014,~~We recognize revenue upon the ~~Financial~~transfer of promised goods to our customers in an amount that reflects the consideration to which we expect to be entitled by applying the following five-step process specified in Accounting Standards ~~Board (FASB) issued Accounting Standards Update (ASU) 2014-09,~~ Codification Topic 606.

Identify the contract(s) with a customer

Identify the performance obligations

Determine the transaction price

Allocate the transaction price

Recognize revenue when the performance obligations are met

The following table presents our total revenue disaggregated by revenue stream:



	Three Months Ended				Six Months Ended
	March 31,				March 31,
in thousands	2020		2019		2020		2019
Homebuilding revenue	$	487,986	$	420,945	$	905,385	$	821,927
Land sales and other revenue	1,427		315		1,832		1,373
Total revenue ^(a)	$	489,413	$	421,260	$	907,217	$	823,300

^(a)~~Revenue~~ Please see Note 15 for total revenue disaggregated by reportable segment.

Homebuilding revenue

Homebuilding revenue is reported net of any discounts and incentives and is generally recognized when title to and possession of the home are transferred to the buyer at the closing date. The performance obligation to deliver the home is generally satisfied in less than one year from ~~Contracts with Customers~~ ~~(ASU 2014-09)~~. ~~ASU 2014-09 requires entities~~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 $17.1 million and $11.5 million as of March 31, 2020 and September 30, 2019, respectively. Of the customer liabilities outstanding as of September 30, 2019, $3.9 million and $10.0 million were recognized in revenue during the three and six months ended March 31, 2020, respectively, upon closing of the related homes.

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~~recognize~~Land sales and other revenue ~~at an amount~~

Land sales revenue relates to land that ~~the entity expects to be entitled to upon transferring control of goods or services to a customer, as opposed to when risks~~does not fit within our homebuilding programs and rewards transfer to a customer under the existing revenue recognition guidance. In August 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09 for one year, which makes the guidance effective for the Company's first fiscal year beginning after December 15, 2017. Additionally, the FASB is permitting entities to early adopt the standard, which allows for either full retrospective or modified retrospective methods of adoption, for reporting periods beginning after December 15, 2016. We have been involved in industry-specific discussions with the FASBstrategic plans. Land sales typically require cash consideration on the ~~treatment of certain items~~closing date, which is generally when performance obligations are satisfied. In some periods, we also have other revenue related to ~~our business. However, due to the nature~~broker fees as well as fees received for general contractor services that we perform on behalf of ~~our operations, we expect to identify similar~~third parties. Revenue for broker and general contractor services are typically immaterial and are generally recognized as performance obligations under ASU 2014-09 compared with the deliverables and separate units of account we have identified under existing accounting standards. As a result, we expect the timing of our revenues to remain generally the same. Nonetheless, we expect our revenue-related disclosures to change. We expect to adopt the provisions of ASU 2014-09 effective October 1, 2018.are satisfied.

Recent Accounting Pronouncements

Leases. ~~In February 2016, the FASB issued ASU~~On October 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02, Leases (ASU 2016-02) and related amendments, collectively codified in ASC 842, Leases (ASC 842). ~~ASU 2016-02~~ASC 842 requires lessees to record most leases on their balance sheets. The timing and classification of lease-related expenses for lessees will depend on whether a lease is determined to be an operating lease or a finance lease using updated criteria within ASU 2016-02. Operating leases will result in straight-line expense (similar to current operating leases), while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Regardless of lease type, the lessee will recognizesheets by recognizing a right-of-use asset, representing the right to use the identified asset during the lease term, and a ~~related~~corresponding lease liability, representing the present value of the lease payments over the lease term. Lessor accounting will be largely similar to that under the ~~current lease~~previous accounting rules. The guidance within ASU 2016-02 will be effective for the Company's first fiscal year beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 must be adopted using a modified retrospective approach, which requires application of the standard at the beginning of the earliest comparative period presented, with certain optional practical expedients. ASU 2016-02ASC 842 also requires significantly enhanced disclosures around an entity's leases and the related accounting. ~~We continue to evaluate the impact~~As part of ~~ASU 2016-02 on~~our adoption of ASC 842, we applied a modified retrospective approach, whereby prior year financial statements were not recast. As a result, our consolidated financial ~~statements. However,~~statements as of and for the year ending September 30, 2019 were not restated and continues to be reported under the previous lease standard (ASC 840) and is therefore not comparative. We also elected the package of transition practical expedients, which allowed us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) the initial direct costs for any existing leases. In addition, we elected the practical expedient that allows lessees to account for lease and non-lease components together as a ~~large majority~~single component for all leases. Upon adoption of ASC 842, we recorded net operating lease right-of-use (ROU) assets of $13.9 million and operating lease liabilities of $16.0 million. Existing prepaid rent and accrued rent were recorded as an offset to the gross operating lease ROU assets. The adoption of ASC 842 did not have any impact on our retained earnings. See Note 8 for additional discussion of our ~~leases are for office space, which we have determined will be treated as~~ operating leases under ASU 2016-02. As such, we anticipate recording a right-of-use asset and related lease liability for these leases, but we do not expect our expense recognition pattern to change. Therefore, we do not anticipate any significant change to our statements of income or cash flows as a result of adopting ASU 2016-02.leases.

~~Statement of Cash Flows.~~ Fair Value Measurements.In ~~November 2016,~~August 2018, the FASB issued ASU ~~2016-18,~~2018-13, ~~Statement of Cash Flow~~Fair Value Measurement (Topic 820) - ~~Restricted Cash~~ Disclosure Framework~~(ASU 2016-18)~~ (ASU 2018-13). ~~ASU 2016-18 requires that an entity's statement of cash flows explain~~The updated guidance improves the change during the period in that entity's total cash and cash equivalents, including amounts generally described as restricted cash or restricted cash equivalents. Therefore, changes in restricted cash and restricted cash equivalents will no longer be shown as specific line items within the statement of cash flows. Additionally, an entity is to reconcile its cash and cash equivalents as per its balance sheet to the cash and cash equivalent balances presented in its statement of cash flows.disclosure requirements for fair value measurements. The ~~Company early adopted the~~updated guidance within ASU 2016-18 as of September 30, 2017. Therefore, changes in our restricted cash balances are no longer shown in our statements of cash flows, as these balances are included in the beginning and ending cash balances in our statements of cash flows.

~~The following table presents the changes to our unaudited consolidated statements of cash flows as of December 31, 2016 due to the adoption of ASU 2016-18:~~

(In thousands) Three Months Ended December 31, 2016
Consolidated Statements of Cash Flows:
    Net cash used in investing activities (as originally reported) $ (4,162 )
    Movements in restricted cash 1,558
    Net cash used in investing activities (as re-casted) $ (2,604 )

~~Business Combinations.~~ ~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~ (ASU 2017-01). ASU 2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This pronouncement is effective for ~~fiscal years, and for interim periods within those~~ fiscal years beginning after December 15, ~~2017, with early~~2019 and interim periods within those fiscal years. Early adoption is permitted for ~~transactions~~any removed or modified disclosures. We are currently assessing the impact of adopting the updated provisions.

Internal-Use Software. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (ASU 2018-15). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that ~~have not been reported in previously issued financial statements.~~is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new guidance will be effective for public companies for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company ~~early adopted this~~is currently evaluating the effect that the new guidance aswill have on its consolidated financial statements and related disclosures.

Reference Rate Reform. In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). ASU 2020-04 provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective beginning on March 12, 2020, and we may elect to apply the amendments prospectively through December 31, ~~2017,~~2022. The Company is currently evaluating the effect that the new guidance will have on its consolidated financial statements and ~~applied it to applicable transactions occurring during this period.~~related disclosures.

~~Income Taxes.~~ In December 2017, the Securities and Exchange Commission Staff issued SAB 118, which provides guidance on accounting for the income tax effects of the Tax Cuts and Jobs Act (Tax Act). SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In

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accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements and should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The Company adopted the guidance of SAB 118 as of December 31, 2017. Refer to Note 10 for additional information on the Tax Act and the impact to our financial statements.

(3) Supplemental Cash Flow Information

The following table presents supplemental disclosure of non-cash and cash activity as well as a reconciliation of total cash balances between the condensed consolidated balance sheets and condensed consolidated statements of cash flows for the periods presented:


	Three Months Ended				Six Months Ended
	December 31,				March 31,
(In thousands)	2017		2016
in thousands					2020		2019
Supplemental disclosure of non-cash activity:
Non-cash land acquisitions ^(a)	$	—	$	5,197
Land acquisitions for debt	—		5,555
Beginning operating lease right-of-use asset (ASC 842 adoption)					$	13,895	$	—
Beginning operating lease liability (ASC 842 adoption)					16,028		—
Supplemental disclosure of cash activity:
Interest payments	$	10,766	$	11,824	$	28,731	$	48,277
Income tax payments	—		178		2		61
Tax refunds received	39		4		315		12
Reconciliation of cash, cash equivalents and restricted cash:
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	177,812	$	158,623	$	294,265	$	86,441
Restricted cash	12,082		15,963		18,282		12,197
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	189,894	$	174,586
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows					$	312,547	$	98,638

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^(a) ~~For the three months ended December 31, 2016, non-cash land acquisitions were comprised of lot takedowns from one of our unconsolidated land development joint ventures.~~

(4) Investments in Unconsolidated Entities

Unconsolidated Entities

As of ~~December~~March 31, ~~2017~~2020, wethe Company participated in certain joint ventures and ~~other~~had investments in unconsolidated entities in which ~~Beazer~~it had less than a controlling interest. The following table presents ~~our~~the Company's investment in these unconsolidated entities as well as the total equity and outstanding borrowings of these unconsolidated entities as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017~~2019:


(In thousands)	December 31, 2017		September 30, 2017
Beazer’s investment in unconsolidated entities	$	4,277	$	3,994
in thousands					March 31, 2020		September 30, 2019
Investment in unconsolidated entities					$	4,040	$	3,962
Total equity of unconsolidated entities	10,152		11,811		6,679		9,969
Total outstanding borrowings of unconsolidated entities	16,460		15,797		12,614		12,658

~~Our equity~~Equity in ~~(loss)~~ income from unconsolidated entity activities included in income from continuing operations is as follows for the periods presented:

Three Months Ended
December 31,
(In thousands) 2017 2016
Equity in (loss) income of unconsolidated entities $ (101 ) $ 22



	Three Months Ended				Six Months Ended
	March 31,				March 31,
in thousands	2020		2019		2020		2019
Equity in income of unconsolidated entities	$	147	$	81	$	134	$	17

For the three and six months ended ~~December~~March 31, ~~2017~~2020 and ~~2016,~~2019, there were no impairments related to ~~our~~ investments in ~~these~~ unconsolidated entities.

~~Guarantees.~~ Guarantees

Historically, ~~our~~the Company's joint ventures typically ~~obtain~~obtained secured acquisition, development, and construction ~~financing,~~financing. In addition, the Company and ~~Beazer and our~~its joint venture partners ~~had~~ provided varying levels of guarantees of debt and other debt-related obligations for these unconsolidated entities. However, as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017, we~~2019, the Company had no outstanding guarantees or other debt-related obligations related to our investments in unconsolidated entities.

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WeThe Company and ~~our~~its joint venture partners generally provide unsecured environmental indemnities to land development joint venture project lenders. These indemnities obligate usthe Company to reimburse the project lenders for claims related to environmental matters for which they are held responsible. During the three and six months ended ~~December~~March 31, ~~2017~~2020 and ~~2016, we were~~2019, the Company was not required to make any payments related to environmental indemnities.

In assessing the need to record a liability for ~~the contingent aspect of~~ these guarantees, ~~we consider our~~the Company considers its historical experience in being required to perform under the guarantees, the fair value of the collateral underlying these guarantees, and the financial condition of the applicable unconsolidated entities. In addition, ~~we monitor~~ the fair value of the collateral of ~~these~~ unconsolidated entities is monitored to ensure that the related borrowings do not exceed the specified percentage of the value of the property securing the borrowings. ~~We have not~~As of March 31, 2020, no liability was recorded ~~a liability~~ for the contingent aspects of any guarantees that wewere determined ~~were~~to be reasonably possible but not probable.

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(5) Inventory

The components of our owned inventory are as follows as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017:~~2019:


(In thousands)	December 31, 2017		September 30, 2017
in thousands					March 31, 2020		September 30, 2019
Homes under construction	$	461,185	$	419,312	$	634,380	$	507,542
Development projects in progress	830,827		785,777		706,691		738,201
Land held for future development	97,166		112,565		28,531		28,531
Land held for sale	19,258		17,759		10,716		12,662
Capitalized interest	144,847		139,203		134,693		136,565
Model homes	73,438		68,191		80,289		80,747
Total owned inventory	$	1,626,721	$	1,542,807	$	1,595,300	$	1,504,248

Homes under construction include homes substantially finished and ready for delivery and homes in various stages of construction, including the cost of the underlying lot. We had ~~167~~243 (with a cost of ~~$54.3~~$80.5 million) and ~~171~~238 (with a cost of ~~$52.6 million~~)$82.2 million) substantially completed homes that were not subject to a sales contract (spec homes) as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017~~,2019, respectively.

Development projects in progress consist principally of land acquisition, land development and other common costs. These land ~~improvement costs.~~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 interest and real estate taxes on land held for future development are expensed as incurred.

Land held for sale includes land and lots that do not fit within our homebuilding programs and strategic plans in certain markets, and land is classified as ~~such~~held for sale once certain criteria isare met (refer to Note 2 to the audited consolidated financial statements within our ~~2017~~2019 Annual Report). These assets are recorded at the lower of the carrying value or fair value less costs to sell.

The amount of interest we are able to capitalize ~~is dependent upon~~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 development projects in progress but excludes land held for future development and land held for sale (see Note 6 for additional information on capitalized interest).

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~~Total owned inventory, by reportable segment, is presented by category in the table below as of December 31, 2017 and September 30, 2017:~~

(In thousands)
Projects in
Progress ^(a)
Land Held for Future Development
Land Held
for Sale

Total Owned
Inventory
December 31, 2017
West Segment $ 712,742
$ 71,647
$ 7,445
$ 791,834
East Segment 271,224
14,561
10,679
296,464
Southeast Segment ^(b)
329,589
10,958
1,110
341,657
Corporate and unallocated ^(c)
196,742

—
24
196,766
Total $ 1,510,297
$ 97,166
$ 19,258
$ 1,626,721
September 30, 2017
West Segment $ 673,828
$ 87,231
$ 3,848
$ 764,907
East Segment 250,002
14,391
11,578
275,971
Southeast Segment 301,268
10,943
1,233
313,444
Corporate and unallocated ^(c)
187,385
—
1,100
188,485
Total $ 1,412,483
$ 112,565
$ 17,759
$ 1,542,807

^(a)~~Projects in progress include homes under construction, development projects in progress, capitalized interest and model homes categories from the preceding table.~~

^(b)In December 2017, we acquired more than 450 lots spread across four new home communities in Raleigh and three in Myrtle Beach in the Southeast segment from Bill Clark Homes. The transaction value was approximately $29.0 million and the assets were reported in the Southeast segment.

^(c)Projects in progress amount includes capitalized interest and indirect costs that are maintained within our Corporate and unallocated segment. Land held for sale amount includes parcels held by our discontinued operations.

~~Inventory Impairments.~~ When conducting our community level review for the recoverability of our inventory related to projects in progress, we establish a quarterly “watch list” of communities that carry gross margins in backlog and in our forecast that are below a minimum threshold of profitability, as well as recent closings that have gross margins less than a specific threshold. Each community is first evaluated qualitatively to determine if there are temporary factors driving the low profitability levels. Following our qualitative evaluation, communities with more than ten homes remaining to close are subjected to substantial additional financial and operational analyses and review that consider the competitive environment and other factors contributing to gross margins below our watch list threshold. Our assumptions about future home sales prices and absorption rates require significant judgment because the residential homebuilding industry is cyclical and is highly sensitive to changes in economic conditions. For certain communities, we determined that it is prudent to reduce sales prices or further increase sales incentives in response to a variety of factors, including competitive market conditions in those specific submarkets for the product and locations of these communities. For communities where the current competitive and market dynamics indicate that these factors may be other than temporary, which may call into question the recoverability of our investment, a formal impairment analysis is performed. The formal impairment analysis consists of both qualitative competitive market analyses and a quantitative analysis reflecting market and asset specific information. Market deterioration that exceeds our initial estimates may lead us to incur impairment charges on previously impaired homebuilding assets, in addition to homebuilding assets not currently impaired but for which indicators of impairment may arise if markets deteriorate.

For the quarter ended December 31, 2017, there were two communities on our quarterly watch list, one in the West segment and the other in the Southeast segment. However, none of these communities required further analysis to be performed after considering certain qualitative factors. For the quarter ended December 31, 2016, there were eight communities on our quarterly watch list, seven in our West segment and one in our East segment. However, none of these communities required further impairment analysis to be performed after considering the number of lots remaining in each community and certain other qualitative factors.

Impairments on land held for sale generally represent write downs of these properties to net realizable value, less estimated costs to sell, and are based on current market conditions and our review of recent comparable transactions. Our assumptions about land sales prices require significant judgment because the real estate market is highly sensitive to changes in economic conditions. We calculate the estimated fair value of land held for sale based on current market conditions and assumptions made by management, which may differ materially from actual results and may result in additional impairments if market conditions deteriorate.

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Total owned inventory by reportable segment is presented in the table below as of March 31, 2020 and September 30, 2019:



in thousands	Projects in Progress ^(a)		Land Held for Future Development		Land Held for Sale		Total Owned Inventory
March 31, 2020
West Segment	$	747,692	$	3,483	$	4,153	$	755,328
East Segment	279,900		14,077		3,166		297,143
Southeast Segment	332,548		10,971		3,397		346,916
Corporate and unallocated ^(b)	195,913		—		—		195,913
Total	$	1,556,053	$	28,531	$	10,716	$	1,595,300
September 30, 2019
West Segment	$	723,094	$	3,483	$	5,160	$	731,737
East Segment	228,937		14,077		4,104		247,118
Southeast Segment	318,737		10,971		3,398		333,106
Corporate and unallocated ^(b)	192,287		—		—		192,287
Total	$	1,463,055	$	28,531	$	12,662	$	1,504,248

^(a)Projects in progress include homes under construction, development projects in progress, 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

When conducting our community level review for the recoverability of inventory related to projects in progress, we establish a quarterly “watch list” comprised of communities that carry profit margins in backlog or in our forecast that are below a minimum threshold of profitability, as well as recent closings that have gross margins less than a specified threshold. Each community is first evaluated qualitatively to determine if there are temporary factors driving the low profitability levels. Following our qualitative evaluation, communities with more than ten homes remaining to close are subjected to additional financial and operational review that considers the competitive environment and other factors contributing to gross margins below our watch list threshold. Our assumptions about future home sales prices and absorption rates require significant judgment because the residential homebuilding industry is cyclical and is highly sensitive to changes in economic conditions. For certain communities, it may be prudent to reduce sales prices or further increase sales incentives in response to a variety of factors, including competitive market conditions in those specific submarkets for the product and locations of these communities. For communities where the current competitive and market dynamics indicate that assets may not be recoverable, a formal impairment analysis is performed. The formal impairment analysis consists of both qualitative considerations and quantitative analyses reflecting market and asset specific information.

As discussed in Note 2 and Note 18, the unprecedented macro-economic events stemming from the COVID-19 pandemic have caused significant disruptions to the United States and global economies. The Company has experienced increasingly adverse business conditions as a result of the COVID-19 pandemic, including a slowdown in customer traffic and sales pace and an increase in cancellations. When conducting our community level review for the recoverability of inventory, we considered the current and expected future impact of COVID-19 on market conditions and our operations. As of March 31, 2020 and taking into consideration the factors discussed above, we identified three communities on our quarterly watch list. No impairment charges were recognized upon analyzing the relevant qualitative and quantitative factors. However, because the full magnitude and duration of the COVID-19 pandemic is uncertain and difficult to predict, changes in our cash flow projections may change our conclusions on the recoverability of inventory in the future.

As of March 31, 2019, there were twelve communities on our quarterly watch list that required further analysis to be performed after considering the lots remaining in each community and certain other qualitative factors. This additional analysis led to a $109.0 million impairment charge for nine of these communities, principally due to a reduction in price that is other than temporary based on competitive and market dynamics. Concurrently, we performed a strategic review of our remaining land held for future development assets in California and determined to sell these parcels. As a consequence of change in strategy with respect to the future use of these assets, we recognized land held for sale impairments totaling $38.6 million for six communities.

Impairments on land held for sale generally represent write downs of these properties to net realizable value and are based on current market conditions and our review of recent comparable transactions. 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.

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From time-to-time, we also determine that the proper course of action with respect to a community is to not exercise an option and to write off the deposit securing the option takedown and the related pre-acquisition costs, as applicable. In determining

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whether to abandon lots or lot option contracts, our evaluation is primarily based upon the expected cash flows from the property. Additionally, in certain limited instances, we are forced to abandon lots due to ~~environmental,~~ permitting or other regulatory issues that do not allow us to build on those lots. If we intend to abandon or walk away from a property, we record a charge to earnings for the deposit amount and any related capitalized costs in the period such decision is made. Abandonment charges generally relate to our decision to abandon lots or not exercise certain option contracts that are not projected to produce adequate results, no longer fit with our long-term strategic plan or, in limited circumstances, are not suitable for building due to ~~environmental~~regulatory or ~~regulatory~~environmental restrictions that are enacted.

~~The following table presents our total impairment and abandonment charges for the period presented:~~

Three Months Ended December 31,
(In thousands) 2017
Discontinued Operations:
Land Held for Sale $ 450
Total impairment and abandonment charges $ 450

~~We did not have any land held for sale inventory impairments, nor did we have any abandonment charges, during the three months ended December 31, 2016.~~

Lot Option Agreements and Variable Interest Entities ~~(VIEs).~~ (VIE)

As previously discussed, we also have access to land inventory through lot option contracts, which generally 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 contracts require a non-refundable cash deposit or irrevocable letter of credit based on a percentage of the purchase price of the land for the right to acquire lots during a specified period of time at a specified price. Under lot option contracts, purchase of the properties is contingent upon satisfaction of certain requirements by us and the sellers. Our liability under option contracts is generally limited to forfeiture of the non-refundable deposits, letters of credit, and other non-refundable amounts incurred. We expect to exercise, subject to market conditions and seller satisfaction of contract terms, most of our remaining option contracts. 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~~March 31, ~~2017~~2020 and September 30, ~~2017~~:2019:

(In thousands)
Deposits &
Non-refundable
Pre-acquisition
Costs Incurred

Remaining
Obligation
As of December 31, 2017
Unconsolidated lot option agreements $ 92,864
$ 380,378
As of September 30, 2017
Unconsolidated lot option agreements $ 91,854
$ 408,300



in thousands	Deposits & Non-refundable Pre-acquisition Costs Incurred		Remaining Obligation
As of March 31, 2020
Unconsolidated lot option agreements	$	67,557	$	382,412
As of September 30, 2019
Unconsolidated lot option agreements	$	78,202	$	389,705

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(6) Interest

~~Our ability to capitalize interest incurred~~Interest capitalized during the three and six months ended ~~December~~March 31, ~~2017~~2020 and ~~2016~~2019 was limited by ~~our~~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) 2017 2016
Capitalized interest in inventory, beginning of period $ 139,203
$ 138,108
Interest incurred 25,555
27,087
Interest expense not qualified for capitalization and included as other expense ^(a)
(3,435 ) (5,252 )
Capitalized interest amortized to home construction and land sales expenses ^(b)
(16,476 ) (15,644 )
Capitalized interest in inventory, end of period $ 144,847
$ 144,299

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	Three Months Ended March 31,						Six Months Ended March 31,
in thousands	2020			2019			2020			2019
Capitalized interest in inventory, beginning of period	$	137,010		$	151,886		$	136,565		$	144,645
Interest incurred	22,271			25,803			43,827			50,724
Capitalized interest impaired	—			(13,792		)	—			(13,907		)
Interest expense not qualified for capitalization and included as other expense ^(a)	(1,928		)	(597		)	(3,370		)	(839		)
Capitalized interest amortized to home construction and land sales expenses ^(b)	(22,660		)	(18,544		)	(42,329		)	(35,867		)
Capitalized interest in inventory, end of period	$	134,693		$	144,756		$	134,693		$	144,756

^(a)The amount of interest ~~we are able to capitalize is dependent upon our~~capitalized depends on the qualified inventory balance, which considers the status of ~~our~~the Company's inventory holdings. ~~Our~~The qualified inventory balance includes the majority of ~~our~~ homes under construction and development projects in progress but excludes land held for future development and land held for sale.

^(b)Capitalized interest amortized to home construction and land ~~sale~~sales expenses varies based on the number of homes closed during the period and land sales, if any, as well as other factors.

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(7) Borrowings

~~As of~~ ~~December 31, 2017~~ ~~and~~ ~~September 30, 2017, we had the following~~The Company's debt, net of ~~premiums/discounts and~~ unamortized debt issuance ~~costs:~~costs consisted of the following as of March 31, 2020 and September 30, 2019:

(In thousands) Maturity Date December 31, 2017 September 30, 2017
5 3/4% Senior Notes June 2019 $ 96,393
$ 321,393
8 3/4% Senior Notes March 2022 500,000
500,000
7 1/4% Senior Notes February 2023 24,834
199,834
6 3/4% Senior Notes March 2025 250,000
250,000
5 7/8% Senior Notes October 2027 400,000
—
Unamortized debt premium, net 3,220
3,413
Unamortized debt issuance costs (16,545 ) (14,800 )
Total Senior Notes, net 1,257,902
1,259,840
Junior Subordinated Notes (net of unamortized accretion of $38,320 and $38,837, respectively) July 2036 62,453
61,937
Other Secured Notes payable Various Dates 4,154
5,635
Total debt, net $ 1,324,509
$ 1,327,412



in thousands	Final Maturity Date	March 31, 2020			September 30, 2019
Senior Unsecured Term Loan (Term Loan)	September 2022	$	150,000		$	150,000
6 3/4% Senior Notes (2025 Notes)	March 2025	229,555			229,555
5 7/8% Senior Notes (2027 Notes)	October 2027	394,000			394,000
7 1/4% Senior Notes (2029 Notes)	October 2029	350,000			350,000
Unamortized debt issuance costs		(11,867		)	(12,470		)
Total Senior Notes, net		1,111,688			1,111,085
Junior Subordinated Notes (net of unamortized accretion of $33,669 and $34,703, respectively)	July 2036	67,104			66,070
Revolving Credit Facility	February 2022	250,000			—
Other Secured Notes payable	Various Dates	—			1,154
Total debt, net		$	1,428,792		$	1,178,309

Secured Revolving Credit ~~Facility.~~ ~~Our~~Facility

The Secured Revolving Credit Facility (the Facility) provides ~~us with~~ working capital and letter of credit ~~capacity. In October 2017, we executed a Fourth Amendment to the Facility. The Fourth Amendment (1) extends the termination date~~capacity of ~~the Facility from February 15, 2019 to February 15, 2020; (2) increases the maximum aggregate amount of commitments under the Facility (including borrowings and letters of credit) from $180.0~~$250.0 million to $200.0 million; and (3) includes a condition that allows the Facility to be increased by an additional $50 million to $250 million, subject to the approval of any lenders providing any such increase. The aggregate collateral ratio (as defined by the underlying Credit Agreement) remained at 4.00 to 1.00 and the after-acquired exclusionary condition (also as defined by the underlying Credit Agreement) remained at $800.0 million. The Facility continues to be with ~~three~~four lenders. For additional discussion of the Facility, refer to Note 8 to the audited consolidated financial statements within our ~~2017~~2019 Annual Report.

As a precautionary measure to increase our cash position and preserve flexibility in light of ~~December~~the COVID-19 pandemic discussed in Note 2 and Note 18, on March 13, 2020, the Company elected to draw down all of the $250.0 million of available amounts under the Facility. Accordingly, as of March 31, ~~2017~~2020, $250.0 million of borrowings and ~~September 30, 2017, we had~~ no ~~borrowings~~letters of credit were outstanding under the Facility, ~~but had $34.2 million~~resulting in no remaining capacity. As of September 30, 2019, no borrowings and ~~$34.7 million in~~no letters of credit were outstanding ~~respectively, leaving us with $165.8 million and $145.3 million in remaining capacity, respectively.~~under the Facility. The Facility ~~contains~~requires compliance with certain covenants, including negative covenants and financial ~~maintenance covenants, with which we are required to comply.~~covenants. As of ~~December~~March 31, ~~2017, we were~~2020, the Company was in compliance with all such covenants.

Senior Unsecured Term Loan

On September 9, 2019, the Company entered into a term loan agreement, which provides for a Senior Unsecured Term Loan (the Term Loan) in an aggregate principal amount of up to$150.0 million. The Term Loan will (1) mature in September 2022, with $50.0 million annual repayment installments in September 2020 and September 2021; (2) bears interest at a fixed rate of 4.875%; and (3) includes an option to prepay, subject to certain conditions and the payment of certain premiums. The Term Loan contains covenants generally consistent with the covenants contained in the Facility. As of March 31, 2020, the Company was in compliance with all such covenants.

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Letter of Credit ~~Facilities.~~ ~~We have~~Facilities

The Company has entered into stand-alone, cash-secured letter of credit agreements with banks to maintain ~~our~~ 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 Facility). As of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017, we~~2019, the Company had letters of credit outstanding under these additional facilities of ~~$10.7~~$16.7 million and ~~$10.8~~$14.1 million, respectively, all of which were secured by cash collateral in restricted accounts. The Company may enter into additional arrangements to provide ~~further~~additional letter of credit capacity.

In May 2018, the Company entered into a reimbursement agreement, which provides for the issuance of performance letters of credit, and an unsecured credit agreement that provides for the issuance of up to $50.0 million of standby letters of credit to backstop the Company's obligations under the reimbursement agreement (collectively, the "Bilateral Facility"). The Bilateral Facility will terminate on June 10, 2021. As of March 31, 2020, the total stated amount of performance letters of credit issued under the reimbursement agreement was $39.4 million (and the stated amount of the backstop standby letter of credit issued under the credit agreement was $40.0 million). The Company may enter into additional arrangements to provide greater letter of credit capacity.

Senior ~~Notes.~~ ~~Our~~Notes

The Company's Senior Notes are unsecured obligations ranking pari passu with all other existing and future senior indebtedness. Substantially all of ~~our~~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 and the Facility. Each guarantor subsidiary is a 100% owned subsidiary of Beazer Homes. See Note 1516 for further information.

All unsecured Senior Notes rank equally in right of payment with all ~~of our~~ 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 existing and future secured indebtedness, including indebtedness under the Facility, if outstanding, to the extent of the value of the assets securing such indebtedness. The unsecured 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 but are fully and unconditionally guaranteed jointly and severally on a senior basis by the Company's wholly-owned subsidiaries party to each applicable indenture.

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The Company's Senior Notes are issued under indentures that contain certain restrictive covenants which, among other things, restrict our ability to pay dividends, repurchase our common stock, incur certain types of additional indebtedness, and to make certain investments. Compliance with ~~our~~the Senior Note covenants does not significantly impact ~~our~~the Company's operations. ~~We were~~The Company is in compliance with the covenants contained in the indentures of all of ~~our~~its Senior Notes as of ~~December~~March 31, ~~2017.~~

In October 2017, we issued and sold $400.0 million aggregate principal amount of 5.875% unsecured Senior Notes due October 2027 at par (before underwriting and other issuance costs) through a private placement to qualified institutional buyers (the 2027 Notes). Interest on the 2027 Notes is payable semi-annually, beginning on April 15, 2018. The 2027 Notes will mature on October 15, 2027. We may redeem the 2027 Notes at any time prior to October 15, 2022, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, together with accrued and unpaid interest to, but excluding, the redemption date, plus a customary make-whole premium. In addition, on or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2027 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 105.875% 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 2027 Notes originally issued remains outstanding immediately after such redemption. Upon the occurrence of certain specified changes of control, the holders of the 2027 Notes will have the right to require us to purchase all or a part of the notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date. The covenants related to the 2027 Notes are consistent with our other senior notes.

The proceeds of the 2027 Notes, as well as $34.5 million cash on hand, were used to redeem $225.0 million of our 5.75% unsecured Senior Notes due 2019 and $175.0 million of our 7.25% unsecured Senior Notes due 2023, resulting in a loss on extinguishment of debt of $25.9 million, of which $3.2 million was a non-cash write-off of debt issuance and discount costs.

In March 2017, we issued and sold $250 million aggregate principal amount of 6.75% unsecured Senior Notes due March 2025 at par (before underwriting and other issuance costs) through a private placement to qualified institutional buyers (the 2025 Notes). Interest on the 2025 Notes is payable semi-annually, beginning on September 15, 2017. The 2025 Notes will mature on March 15, 2025. We may redeem the 2025 Notes at any time prior to March 15, 2020, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, together with accrued and unpaid interest to, but excluding, the redemption date, plus a customary make-whole premium. In addition, on or prior to March 15, 2020, we may redeem up to 35% of the aggregate principal amount of the 2025 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.75% 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 2025 Notes originally issued remains outstanding immediately after such redemption. Upon the occurrence of certain specified changes of control, the holders of the 2025 Notes will have the right to require us to purchase all or a part of the notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date. The covenants related to the 2025 Notes are consistent with our other senior notes.2020.

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For additional redemption features, refer to the table below that summarizes the redemption terms ~~for~~of our Senior Notes:



Senior Note Description		Issuance Date		Maturity Date		Redemption Terms
~~5 3/4% Senior Notes~~		~~April 2014~~		~~June 2019~~		Callable at any time before March 15, 2019, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after March 15, 2019, callable at 100% of the principal amount plus, in each case, accrued and unpaid interest
~~5 3/4% Senior Notes~~	~~8 3/4% Senior Notes~~		~~September 2016~~		~~March 2022~~		Callable at any time prior to March 15, 2019, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after March 15, 2019, callable at a redemption price equal to 104.375% of the principal amount; on or after March 15, 2020, callable at a redemption price equal to 102.188% of the principal amount; on or after March 15, 2021, callable at a redemption price equal to 100% of the principal amount plus, in each case, accrued and unpaid interest
~~7 1/4% Senior Notes~~		~~February 2013~~		~~February 2023~~		Callable at any time prior to February 1, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after February 1, 2018, callable at a redemption price equal to 103.625% of the principal amount; on or after February 1, 2019, callable at a redemption price equal to 102.41% of the principal amount; on or after February 1, 2020, callable at a redemption price equal to 101.208% of the principal amount; on or after February 1, 2021, callable at 100% of the principal amount plus, in each case, accrued and unpaid interest
6 3/4% Senior Notes		March 2017		March 2025		On or prior to March 15, 2020, we may redeem up to 35% of the aggregate principal amount of the 2025 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.750% 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 2025 Notes originally issued remains outstanding immediately after such redemption.
		March 2017		March 2025	Callable at any time prior to March 15, 2020, in whole or in part, at a redemption price equal to ~~100%~~100.000% of the principal amount, plus a customary make-whole premium; on or after March 15, 2020, callable at a redemption price equal to 105.063% of the principal amount; on or after March 15, 2021, callable at a redemption price equal to 103.375% of the principal amount; on or after March 15, 2022, callable at a redemption price equal to 101.688% of the principal amount; on or after March 15, 2023, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid ~~interest~~interest.
5 7/8% Senior Notes		October 2017		October 2027		On or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2027 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 105.875% 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 2027 Notes originally issued remains outstanding immediately after such redemption.
5 7/8% 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%~~100.000% of the principal amount, plus a customary make-whole ~~premium;~~premium; on or after October 15, 2022, callable at a redemption price equal to 102.938% of the principal ~~amount;~~amount; on or after October 15, 2023, callable at a redemption price equal to 101.958% of the principal ~~amount;~~amount; on or after October 15, 2024, callable at a redemption price equal to 100.979% of the principal ~~amount;~~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 1/4% Senior Notes		September 2019		October 2029		On or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2029 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% 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 2029 Notes originally issued remains outstanding immediately after such redemption.
7 1/4% 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.

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Junior Subordinated ~~Notes.~~ ~~Our~~Notes

The Company's unsecured junior subordinated notes (Junior Subordinated Notes) mature on July 30, 2036. The Junior Subordinated Notes are redeemable at par and paid interest at a fixed rate of 7.987% for the first ten years ending July 30, 2016. The securities now have a floating interest rate as defined in the Junior Subordinated Notes Indenture, which was a weighted-average of ~~4.12%~~4.25% as of ~~December~~March 31, ~~2017 (because the rate on the portion of the Junior Subordinated Notes that was modified, as discussed subsequently, is subject to a floor).~~2020. The obligations relating to these notes are subordinated to the Facility and the Senior Notes. In January 2010, wethe Company modified the terms of $75.0 million of these notes and recorded them at their then estimated fair value. Over the remaining life of the Junior Subordinated Notes, we will increase their carrying value until this carrying value equals the face value of the notes. As of ~~December~~March 31, ~~2017,~~2020, the unamortized accretion was ~~$38.3~~$33.7 million and will be amortized over the remaining life of the notes. As of ~~December~~March 31, ~~2017, we were~~2020, the Company was in compliance with all covenants under ~~our~~the Junior Subordinated Notes.

(8) Operating Leases

The Company leases certain office space and equipment under operating leases for use in our operations. We recognize operating lease expense on a straight-line basis over the lease term. Certain of our lease agreements include one or more options to renew. The exercise of lease renewal options is generally at our discretion. Variable lease expense primarily relates to maintenance and other monthly expense that do not depend on an index or rate.

We determine if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease ROU 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. For the three and six months ended March 31, 2020, we recorded operating lease expense of $1.1 million and $2.3 million, respectively. Cash payments on lease liabilities during the three and six months ended March 31, 2020 totaled $1.3 million and $2.4 million, respectively. Sublease income and variable lease expenses are de minimis. The Company increased both its operating lease ROU asset and operating lease liability by $3.1 million as a result of an additional lease that commenced during the three and six months ended March 31, 2020.

At March 31, 2020, weighted-average remaining lease term and discount rate were as follows:



Weighted-average remaining lease term	5.3 years
Weighted-average discount rate	4.88%

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of March 31, 2020:



Fiscal Years Ending September 30,
in thousands
2020 ^(a)	$	2,275
2021	4,573
2022	3,743
2023	2,933
2024	1,818
Thereafter	4,270
Total lease payments	19,612
Less: imputed interest	2,465
Total operating lease liabilities	$	17,147

^(a)Remaining lease payments are for the period beginning April 1, 2020 through September 30, 2020.

~~Other Secured Notes Payable.~~ ~~We periodically acquire land through the issuance of notes payable. As of December 31, 2017 and~~At September 30, ~~2017, we had outstanding secured notes payable of $4.2~~2019, under ASC 840, Leases (“ASC 840”), the future minimum rental commitments totaled $20.1 million under non-cancelable operating leases as follows: 2020 - $4.7 million; 2021 - $4.5 million; 2022 - $3.6 million; 2023 - $2.9 million; 2024 - $1.8 million; and ~~$5.6~~$2.6 million respectively, primarily related to land acquisitions. These secured notes payable related to land acquisitions have varying expiration dates between 2018 and 2019, and have a weighted-average fixed interest rate of 1.56% as of December 31, 2017. These notes are secured by the real estate to which they relate.thereafter.

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The agreements governing these secured notes payable contain various affirmative and negative covenants. There can be no assurance that we will be able to obtain any future waivers or amendments that may become necessary without significant additional cost or at all. In each instance, however, a covenant default can be cured by repayment of the indebtedness.

~~(8)~~(9) 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 defects as well as others arising from its business. In determining loss contingencies, we consider the likelihood of loss ~~as well as~~and our ability to reasonably estimate the amount of such ~~loss or liability.~~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.~~Reserves

We currently provide a limited warranty ~~(ranging~~ranging from one to two ~~years)~~ years covering workmanship and materials per our defined ~~performance~~ quality standards. In addition, we provide a limited warranty for up to ten years covering only certain defined structural element failures.

Our homebuilding work is performed by subcontractors ~~that~~who typically must agree to indemnify us with regard to their work and provide ~~us with~~ certificates of insurance demonstrating that they have met our insurance requirements and ~~that we are~~have named us as an additional insured under their policies. Therefore, many claims relating to workmanship and materials that result in warranty spending are the primary responsibility of these subcontractors. In addition, we maintain insurance coverage related to our construction efforts that can result in recoveries of warranty and construction defect costs above certain specified limits.

~~Our warranty~~Warranty reserves are included in other liabilities ~~on our~~within the condensed consolidated balance sheets, and the provision for warranty accruals is included in home construction expenses in ~~our~~the condensed consolidated statements of ~~income. We record reserves~~operations. Reserves covering anticipated warranty ~~expense~~expenses are recorded for each home ~~we close.~~closed. Management ~~reviews~~assesses the adequacy of warranty reserves each reporting period based on historical experience and ~~management’s estimate of~~ the expected costs to remediate ~~the claims, and adjusts these provisions accordingly.~~potential claims. Our review includes a quarterly analysis of the historical data and trends in warranty expense by ~~operating~~ division. AnSuch analysis ~~by division allows us to consider market specific~~considers market-specific factors such as ~~our~~ warranty experience, the number of home closings, the prices of homes, product mix, and other data in estimating ~~our~~ warranty reserves. In addition, ~~our~~the analysis also contemplates the existence of any non-recurring or community-specific warranty-related matters that might not be included in ~~our~~ historical data and trends. While ~~we adjust our~~ estimated warranty liabilities are adjusted each reporting period tobased on the ~~extent required as a result~~results of our quarterly analyses, ~~historical data and trends~~we may not accurately predict actual warranty costs, which could lead to a significant ~~change~~changes in the reserve.

Changes in ~~our~~ warranty reserves are as follows for the periods presented:


	Three Months Ended						Three Months Ended						Six Months Ended
	December 31,						March 31,						March 31,
(In thousands)	2017			2016
in thousands							2020			2019			2020			2019
Balance at beginning of period	$	18,091		$	39,131		$	12,646		$	13,432		$	13,388		$	15,331
Accruals for warranties issued ^(a)	4,212			2,658			2,707			2,490			4,372			4,854
Changes in liability related to warranties existing in prior periods ^(b)	(2,296		)	5,392			(1,151		)	(663		)	(1,084		)	(1,968		)
Payments made ^(b)	(4,191		)	(14,872		)	(2,144		)	(2,674		)	(4,618		)	(5,632		)
Balance at end of period	$	15,816		$	32,309		$	12,058		$	12,585		$	12,058		$	12,585

^(a) Accruals for warranties issued 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.

^(b) Changes in liability related to warranties existing and payments made are elevated due to charges and subsequent payments related to water intrusion issues in certain of our communities located in Florida (refer to separate discussion below).

~~Florida Water Intrusion Issues~~

In the latter portion of fiscal 2014, we began to experience an increase in calls from homeowners reporting stucco and water intrusion issues in certain of our communities in Florida (the Florida stucco issues). Through December 31, 2017, we cumulatively recorded charges related to these issues of $85.2 million.

During the three months ended December 31, 2017, we reduced our warranty reserve related to the Florida stucco issues by $0.4 million, compared to an increase of $4.6 million in the prior year. As of December 31, 2017, 709 homes have been identified as likely to require repairs, of which 664 homes have been repaired. We anticipate the majority of the remaining repairs in our Florida communities will be completed during fiscal 2018. We made payments related to the Florida stucco issues of $1.1 million during the three months ended December 31, 2017, including payments on fully repaired homes, as well as payments on homes for which

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remediation is not yet complete, bringing the remaining accrual related to this issue to $3.2 million as of December 31, 2017, which is included in our overall warranty liability detailed above. As of December 31, 2017, the cost to repair the homes in the impacted communities, where it is not deemed likely to require repairs and, therefore, no reserve has been established, would be approximately $2.5 million if the current cost estimates were applied to these additional homes. For additional information related to the Florida stucco issues, refer to Note 9 of the notes to the consolidated financial statements in our 2017 Annual Report.

Insurance Recoveries

The Company has insurance policies that provide for the reimbursement of certain warranty costs incurred ~~by us~~ above a specified ~~threshold~~thresholds for each period covered. We have surpassed these thresholds for certain policy years, particularly those that cover most of the homes impacted by the Florida stucco issues discussed above. As such, beginning with the first quarter of our fiscal 2015, we expect a substantial majority of additional costs incurred for warranty work on homes within these policy years to be reimbursed by our insurers.

We adjust our insurance receivable balance each quarter to reflect our estimate of future costs to be incurred, as well as amounts received from our insurers. These adjustments were a decrease of $0.2 million during the three months ended December 31, 2017 to reflect the amount that we deem probable of receiving. The changes to our insurance receivable fully offset the current three month period movements in our reserve related to the Florida stucco issues. For the three months ended December 31, 2016, $3.9 million was recorded in insurance recoveries. Through December 31, 2017, receivables recorded related to the Florida stucco issues cumulatively total $82.8 million.

Amounts recorded for anticipated insurance recoveries are reflected within ~~our~~the condensed consolidated statements of income as a reduction of ~~our~~ home construction ~~expenses, and associated amounts~~expenses. Amounts not yet received from our insurer are recorded on a gross basis, ~~i.e., not net of~~without any reduction for the associated warranty expense, ~~as a receivable~~ within accounts receivable on our condensed consolidated balance sheets.

Amounts still to be recovered under our insurance policies will vary based on whether expected additional warranty costs are actually incurred for periods for which our threshold has already been met. As a result, we anticipate the balance

Table of ~~our established receivable for insurance recoveries to fluctuate for potential future reimbursements, as well as the amounts ultimately owed to us from our insurers.~~Contents

Litigation

From time-to-time, we receive claims from institutions that have acquired mortgages originated by our subsidiary, Beazer Mortgage Corporation (BMC), demanding damages or indemnity or that we repurchase such mortgages. BMC stopped originating mortgages in 2008. We have been able to resolve these claims for no cost or for amounts that are not material to our consolidated financial statements. We cannot rule out the potential for additional mortgage loan repurchase or indemnity claims in the future from other investors. At this time, we do not believe that the exposure related to any such claims would be material to our consolidated financial condition, results of operations or cash flows. As of December 31, 2017, no liability has been recorded for any additional claims related to this matter, as such exposure is not both probable and reasonably estimable.

In the normal course of business, we are subject to various lawsuits. We cannot predict or determine the timing or final outcome of these lawsuits or the effect that any adverse findings or determinations in pending lawsuits may have on us. In addition, an estimate of possible loss or range of loss, if any, cannot presently be made with respect to certain of these pending matters. An unfavorable determination in any of the pending lawsuits could result in the payment by us of substantial monetary damages ~~which~~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.

Claims Related to Inventory Impairment Charges. During the quarter ended March 31, 2019, we recognized inventory impairment charges related to 15 communities in California, all of which were previously land held for future development assets. Related to these inventory impairment charges, on June 5, 2019, a putative class action lawsuit was filed against Beazer Homes USA, Inc. and certain of our officers in the U.S. District Court for the Southern District of New York. The proposed class consisted of all persons and entities that acquired our securities between August 1, 2014 and May 2, 2019. On October 18, 2019, the plaintiffs filed a notice of voluntary dismissal of this case, and the Court subsequently entered an order dismissing the case.

Beginning June 25, 2019, several shareholder derivative lawsuits relating to the same inventory impairment charges discussed above were filed against Beazer Homes USA, Inc., certain of our officers and members of our Board of Directors in the U.S. District Court for the Northern District of Georgia. The plaintiffs in these cases allege breaches of fiduciary duty, unjust enrichment and violations of the federal securities laws. The plaintiffs seek, among other things, monetary damages, disgorgement of profits and attorneys’ and experts’ fees, but do not specify any specific amounts. We believe the allegations are without merit and intend to vigorously defend against the claims. However, because the outcome of these legal proceedings cannot be predicted with certainty, we have determined that the amount of any possible losses or range of possible losses in connection with these matters is not reasonably estimable.

Other Matters

We and certain of our subsidiaries 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. In our opinion, based on our current assessment, the ultimate resolution of these matters will not have a material adverse effect on our financial condition, results of operations, or cash flows.

We have an accrual of ~~$4.0~~$3.5 million and ~~$3.9~~$3.4 million in other liabilities on our condensed consolidated balance sheets ~~for~~related to litigation and ~~related~~other matters, excluding warranty, as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017,~~2019, respectively.

We had outstanding letters of credit and performance bonds of approximately ~~$44.9~~$56.1 million and ~~$229.3~~$265.6 million, respectively, as of ~~December~~March 31, ~~2017~~,2020, related principally to our obligations to local governments to construct roads and other improvements in various developments.

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~~(9)~~(10) 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 recurring basis. The fair value of our deferred compensation plan assets is based on market-corroborated inputs (Level 2).

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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 recovered. We review our long-lived assets, including inventory, for recoverability when factors indicate an impairment may exist, but no less than quarterly. Fair value ofon assets deemed to be impaired is determined based upon the type of asset being evaluated. ~~The fair~~Fair value of our owned inventory assets, when required to be calculated, is further discussed within Notes 2 and 5. The fair value of our investments in unconsolidated entities is determined primarily using a discounted cash flow model to value the underlying net assets of the respective entities. Due to the substantial use of unobservable inputs in valuing the assets on a non-recurring basis, they are classified within Level 3.

During the three months ended March 31, 2020, we recognized no impairments on development projects in progress or land held for sale compared to $109.0 million impairments on development projects in progress and $38.6 million impairments on land held for sale during the three months ended March 31, 2019.

During the six months ended March 31, 2020, we recognized no impairments on projects in process or land held for sale compared to $110.0 million in impairments on projects in process and $38.6 million on land held for sale during the six months ended March 31, 2019.

Determining within which hierarchical level an asset or liability falls ~~within~~ requires significant judgment. We evaluate our hierarchy disclosures each quarter.

The following table presents the period-end balances of ~~our~~ assets measured at fair value on a recurring basis and the impairment-date fair value of certain assets measured at fair value on a non-recurring basis for each hierarchy level. These balances represent only those assets whose carrying values were adjusted to fair value during the periods presented:


(In thousands)	Level 1		Level 2		Level 3		Total
Three Months Ended December 31, 2017
in thousands									Level 1		Level 2		Level 3			Total
As of March 31, 2020
Deferred compensation plan assets ^(a)	$	—	$	1,357	$	—	$	1,357	$	—	$	2,197	$	—		$	2,197
Land held for sale ^(b)	—		—		642		642
Three Months Ended December 31, 2016
Deferred compensation plan assets ^(a)	$	—	$	1,006	$	—	$	1,006
As of September 30, 2017
As of September 30, 2019
Deferred compensation plan assets ^(a)	$	—	$	1,114	$	—	$	1,114	$	—	$	1,970	$	—		$	1,970
Development projects in progress ^(b)	—		—		3,791		3,791		—		—		84,982		^(c)	84,982
Land held for sale ^(b)	—		—		325		325		—		—		5,207		^(c)	5,207

^(a)Measured at fair value on a recurring basis.

^(b)Measured at fair value on a non-recurring ~~basis.~~basis, including the capitalized interest and indirect costs related to the asset.

^(c)Amount represents the impairment-date fair value of the development projects in progress and land held for sale assets that were impaired during the period indicated.

The fair value of ~~our~~ cash and cash equivalents, restricted cash, accounts receivable, trade accounts payable, other liabilities, amounts due under the Facility (if outstanding), and other secured notes payable 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.

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The following table presents the carrying value and estimated fair value of certain ~~of our~~ other financial liabilities as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017:~~2019:

As of December 31, 2017 As of September 30, 2017
(In thousands)
Carrying
Amount ^(a)
Fair Value
Carrying
Amount ^(a)
Fair Value
Senior Notes ^(b)
$ 1,257,902
$ 1,338,675
$ 1,259,840
$ 1,355,657
Junior Subordinated Notes 62,453
62,453
61,937
61,937
$ 1,320,355
$ 1,401,128
$ 1,321,777
$ 1,417,594

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	As of March 31, 2020				As of September 30, 2019
in thousands	Carrying Amount ^(a)		Fair Value		Carrying Amount ^(a)		Fair Value
Senior Notes ^(b)	$	1,111,688	$	883,426	$	1,111,085	$	1,115,011
Junior Subordinated Notes ^(c)	67,104		67,104		66,070		66,070
Total	$	1,178,792	$	950,530	$	1,177,155	$	1,181,081

^(a)Carrying amounts are net of unamortized debt ~~premium/~~premiums/discounts, debt issuance costs, or accretion.

^(b) The estimated fair value for our publicly-held Senior Notes has been determined using quoted market rates (Level 2).

^(c)Since there is no trading market for our Junior Subordinated Notes, the fair value of these notes is estimated by discounting scheduled cash flows through maturity (Level 3). The discount rate is estimated using market rates currently being offered on loans with similar terms and credit quality. Judgment is required in interpreting market data to develop these estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize in a current market exchange.

~~(10)~~(11) Income Taxes

Income Tax ~~Provision.~~Provision

~~Our~~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. ~~Our~~The total income tax provision, including discontinued operations, was a tax expense of ~~$108.0~~$4.2 million and $3.9 million for the three and six months ended ~~December~~March 31, ~~2017,~~2020, respectively, compared to an income tax benefit of ~~$2.6~~$38.2 million and $42.1 million for the three and six months ended ~~December~~March 31, ~~2016. Our current fiscal year income~~2019, respectively. Income tax expense for the six months ended March 31, 2020 was ~~primarily~~substantially driven by (1) income from continuing operations, partially offset by (2) the ~~remeasurement~~completion of ~~our deferred~~work necessary to claim an additional $0.8 million in tax ~~assets as a result of~~credits related to prior fiscal years, and (3) the ~~enactment of the Tax Cuts and Jobs Act (Tax Act) during the quarter; and (2) several~~ discrete ~~tax expenses, including the impacts~~impact related to ~~our~~ stock-based compensation expense as a result of current period ~~activity; both partially offset by (3) the loss incurred from continuing operations. The~~activity. Income tax benefit for the ~~three~~six months ended ~~December~~March 31, ~~2016~~2019 was primarily driven by (1) $148.6 million of book impairments on our ~~loss from continuing operations~~land inventory assets, and (2) the ~~Company's~~ completion of work necessary to claim an additional ~~$1.2~~$5.4 million in tax credits ~~which were recorded in our~~related to prior fiscal ~~2017 but~~years, partially offset by (3) the discrete impact related to our ~~fiscal 2016.~~stock-based compensation expense.

Deferred Tax Assets and ~~Liabilities.~~ ~~The Tax Act is comprehensive~~Liabilities

As of December 31, 2019, the net deferred tax ~~reform legislation~~asset was comprised of various tax attributes that ~~was enacted by the U.S. government on December 22, 2017. The Tax Act includes significant changes to the Internal Revenue Code, including a reduction~~included $4.6 million of minimum tax credit carryforwards. Beginning in ~~the corporate tax rate from 35% to 21%. Additionally, the Tax Act establishes new laws that will impact~~ our fiscal 2019, ~~including, but not limited~~the Company started making cash refund claims for significant portions of these credits due to ~~eliminating~~ the ~~corporate~~elimination of the alternative minimum tax ~~(AMT), changes to how existing AMT credits can be realized, and imposing new limitations on the deductibility of certain executive compensation.~~

~~In connection with our initial analysis of~~in the Tax ~~Act's impacts,~~Cuts and ~~in accordance~~Jobs Act. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The CARES Act provides companies with the ~~guidance in SAB 118,~~ability to make a refund claim for their entire minimum tax carryforward as early as their 2018 tax return. As a result, we recorded a discrete net tax expense of $112.6 million in the period ending December 31, 2017. This net expense is primarily related to the corporate tax rate reduction and the associated remeasurement ofhave reduced our deferred tax ~~assets. While we have recorded a provisional~~asset by the remaining $4.6 million of minimum tax ~~expense of $112.6 million based on reasonable estimates of the impact~~credits and increased our tax receivable for the ~~reduction in~~refund we expect to receive with the ~~corporate tax rate, our estimate may be affected by additional analyses related to the Tax Act and temporary differences that will reverse during~~filing of our fiscal ~~2018 and subsequent~~2019 tax ~~years.~~return.

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 ~~September 30, 2017 and again as of December~~March 31, ~~2017, we~~2020, management concluded that it is more likely than not that a substantial portion of our deferred tax assets will be realized. As part of our analysis, we considered both ~~the~~ positive and negative factors that impact ~~our~~ 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. ~~Although~~In the ~~Tax Act~~current period, we began to see impacts on our business as a result of the COVID-19 pandemic, including a slowdown in customer traffic and sales pace and an increase in cancellations. We will continue to monitor the impacts of the COVID-19 pandemic on our business, and any sustained or prolonged reductions in future earnings periods may ~~result in changes~~change our conclusions on whether we are more likely than not to realize portions of our taxable income in the future, we do not anticipate these changes would be significant enough to result in a change in our estimate when taken into account with all our factors. As of December 31, 2017,deferred tax assets. 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, ~~2017,~~2019, and such conclusions are based on similar company specific and industry factors to those discussed in Note 13 to the audited consolidated financial statements within our ~~2017~~2019 Annual Report.

~~(11) Stock-based Compensation~~

Our total stock-based compensation expense is included in G&A expenses in our consolidated statements of income. A summary of the expense related to stock-based compensation by award type is as follows for the periods presented:

Three Months Ended December 31,
(In thousands) 2017 2016
Stock options expense $ 60
$ 107
Restricted stock awards expense 2,550
2,069
Before tax stock-based compensation expense 2,610
2,176
Tax benefit (662 ) (774 )
After tax stock-based compensation expense $ 1,948
$ 1,402

~~During the~~ ~~three~~ ~~months ended~~ ~~December 31, 2017~~ and 2016, employees surrendered 62,231 shares and 30,018 shares, respectively, to us in payment of minimum tax obligations upon the vesting of stock awards under our stock incentive plans. We valued this stock at the market price on the date of surrender, for an aggregate value of approximately $1.3 million and ~~$0.4 million~~ ~~for the~~ ~~three~~ ~~months ended~~ ~~December 31, 2017~~ ~~and 2016, respectively.~~

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(12) Stock-based Compensation

Stock-based compensation expense is included in general and administrative expenses in the condensed consolidated statements of operations. Following is a summary of stock-based compensation expense related to stock options and restricted stock awards for the three and six months ended March 31, 2020 and March 31, 2019, respectively.



	Three Months Ended				Six Months Ended
	March 31,				March 31,
in thousands	2020		2019		2020		2019
Stock-based compensation expense	$	899	$	2,180	$	3,210	$	4,294

Stock ~~Options.~~ ~~The fair value~~Options

Following is a summary of ~~each~~ stock option ~~granted is estimated on~~activity for the date of grant using the Black-Scholes option-pricing model (Black-Scholes Model). The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price. six months ended March 31, 2020:



	Six Months Ended
	March 31, 2020
	Shares		Weighted Average Exercise Price
Outstanding at beginning of period	523,754		$	14.34
Granted	950		10.67
Exercised	(126,492	)	11.05
Cancelled	(2,350	)	9.70
Outstanding at end of period	395,862		$	15.42
Exercisable at end of period	363,556		$	15.65
Vested or expected to vest in the future	394,502		$	15.43

As of ~~December~~March 31, ~~2017, the intrinsic value of our stock options outstanding, vested and expected to vest and exercisable were $2.9 million, $2.9 million and $1.9 million, respectively. As of December 31, 2017~~2020 and September 30, ~~2017, there were $0.4 million and $0.3 million, respectively, of~~2019, total unrecognized compensation cost related to ~~nonvested~~unvested stock ~~options.~~options was $0.1 million and $0.1 million, respectively. The remaining cost ~~remaining~~ as of ~~December~~March 31, ~~2017~~2020 is expected to be recognized over a weighted-average period of ~~2.0~~0.77 years.

Restricted Stock Awards

During the ~~three~~six months ended ~~December~~March 31, ~~2017, we~~2020, the Company issued ~~23,680~~time-based restricted stock ~~options, each for one share of the Company's stock. These stock options typically~~awards that vest ratably over three years on each anniversary from the grant date of grant, or two years from the date of grant if issued under the Employee Stock Option Program (EOP; refer to Note 16 of the notes to the consolidated financial statements in our 2017 Annual Report). We used the following assumptions for stock options granted, which derived the weighted average fair value shown, for the period presented:

Three Months Ended
December 31, 2017
Expected life of options 5.0 years
Expected volatility 44.71 %
Expected dividends —
Weighted average risk-free interest rate 2.06 %
Weighted average fair value $ 8.49

~~We relied upon a combination of the observed exercise behavior of our prior grants with similar characteristics, the vesting schedule of the current grants~~ and an index of peer companies with similar grant characteristics to determine the expected life of the options granted. We considered historic returns of our stock and the implied volatility of our publicly-traded options in determining expected volatility. We assumed no dividends would be paid, since our Board of Directors has suspended payment of dividends indefinitely and payment of dividends is restricted under our Senior Note covenants. The risk-free interest rate is based on the term structure of interest rates at the time of the option grant.

~~Activity related to stock options for the periods presented is as follows:~~

Three Months Ended
December 31, 2017
Shares Weighted Average
Exercise Price
Outstanding at beginning of period 593,753
$ 14.76
Granted 23,680
20.46
Exercised (1,666 ) 7.56
Expired (56,967 ) 23.65
Forfeited (2,641 ) 13.87
Outstanding at end of period 556,159
$ 14.11
Exercisable at end of period 435,432
$ 14.81
Vested or expected to vest in the future 554,381
$ 14.11

~~Restricted Stock Awards.~~ The fair value of each restricted stock award with any market conditions is estimated on the date of grant using the Monte Carlo valuation method. The fair value of any restricted stock awards without market conditions is based on the market price of the Company's common stock on the date of grant. If applicable, the cash-settled component of any awards granted to employees is accounted for as a liability, which is adjusted to fair value each reporting period until vested.

Compensation cost arising from restricted stock awards granted to employees is recognized as an expense using the straight-line method over the vesting period. As of December 31, 2017 and September 30, 2017, there was $14.7 million and $8.8 million, respectively, of total unrecognized compensation cost related to nonvested restricted stock awards. The cost remaining as of December 31, 2017 is expected to be recognized over a weighted average period of 2.0 years.

~~We issued two types of restricted stock awards during the three months ended December 31, 2017 as follows: (1)~~ performance-based restricted stock awards with a payout ~~based on~~subject to the ~~Company's~~achievement of performance and ~~certain~~ market ~~conditions; and (2) time-based~~conditions over a three-year period.

Following is a summary of restricted stock ~~awards. Each award type is discussed further below.~~

~~Table of Contents~~

~~Performance-Based Restricted Stock Awards.~~ ~~During~~activity for the ~~three~~six months ended ~~December~~March 31, ~~2017, we issued 144,746 shares~~2020:



	Six Months Ended March 31, 2020
	Performance-Based Restricted Shares		Time-Based Restricted Shares		Total Restricted Shares
Beginning of period	778,814		611,607		1,390,421
Granted	260,131		320,236		580,367
Vested	(242,921	)	(291,846	)	(534,767	)
Forfeited	—		(11,448	)	(11,448	)
End of period	796,024		628,549		1,424,573

Each of our performance-based restricted stock (2018 Performance Shares) to our executive officers and certain other employees with market conditions. The 2018 Performance Shares are structured to be awarded based on the Company's performance under three pre-determined financial metrics at the end of the three-year performance period. After determining the number of shares earned based on these financial metrics, which can range from 0% to 175% of the targeted number of shares, the award will be subject to further upward or downward adjustment by as much as 20% based on the Company's relative total shareholder return (TSR) compared against the S&P Homebuilders Select Industry Index during the three-year performance period. The 2018 Performance Shares were valued using the Monte Carlo valuation model due to the existence of the TSR market condition and had an estimated fair value of $22.40 per share ~~on the date of grant.~~

A Monte Carlo valuation model requires the following inputs: (1) the expected dividend yield on the underlying stock; (2) the expected price volatility of the underlying stock; (3) the risk-free interest rate for the period corresponding with the expected term of the award; and (4) the fair value of the underlying stock. For the Company and each member of the peer group, the following inputs were used in the Monte Carlo valuation model to determine the fair value as of the grant date for the 2018 Performance Shares: 0% dividend yield for the Company; expected price volatility ranging from 21.1% to 50.0%; and a risk-free interest rate of 1.81%. The methodology used to determine these assumptions is similar to the Black-Scholes Model; however, the expected term is determined by the model in the Monte Carlo simulation.

~~Each Performance Share~~ represents 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. ~~Any 2018 Performance Shares~~Our performance stock award plans provide that any performance shares earned in excess of the target number of ~~144,746~~performance shares issued may be settled in cash or additional shares at the discretion of the Compensation ~~Committee of our Board of Directors. Any portion of these that do not vest at the end of the period will be forfeited.~~

~~Time-Based Restricted Stock Awards.~~ ~~During three months ended December 31, 2017,~~Committee. In November 2019, we ~~also issued 189,372~~cash settled 135,337 shares ~~of time-based restricted stock (Restricted Shares) to our directors, executive officers and certain other employees. The Restricted Shares granted to our non-employee directors vest~~earned above target level based on the ~~one-year anniversary~~performance level achieved under our 2017 performance-based award plan. The cash payment totaled $2.1 million, which was reflected as a reduction to paid-in capital in the accompanying condensed consolidated statements of stockholders' equity. We have not cash settled any such performance-based awards prior to or subsequent to the ~~date~~November 2019 transaction, and we have no current plans to cash settle any additional performance-based restricted shares in the future.

Table of ~~grant, while the Restricted Shares granted~~Contents

As of March 31, 2020 and September 30, 2019, total unrecognized compensation cost related to ~~our executive officers and other employees vest ratably on each anniversary over three years from the date of grant.~~

~~Activity relating to~~unvested restricted stock awards ~~for the~~was $13.3 million and $9.0 million, respectively. The remaining cost as of March 31, 2020 is expected to be recognized over a weighted average period ~~presented is as follows:~~

Three Months Ended December 31, 2017
Performance-Based Restricted Stock Time-Based Restricted Stock Total Restricted Stock
Shares Weighted Average
Grant Date Fair Value Shares Weighted Average
Grant Date Fair Value Shares Weighted Average
Grant Date Fair Value
Beginning of period 668,766
$ 15.72
872,181
$ 16.47
1,540,947
$ 16.14
Granted 144,746
22.40
189,372
20.46
334,118
21.30
Vested —
—
(225,332 ) 14.01
(225,332 ) 14.01
Forfeited (185,601 ) 19.03
(8,144 ) 16.49
(193,745 ) 18.92
End of period 627,911
$ 16.28
828,077
$ 18.06
1,455,988
$ 17.29

of 2.00 years.

~~(12)~~(13) Earnings Per Share

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted income (loss) per share adjusts the basic income (loss) per share for the effects of any potentially dilutive ~~instruments, only~~securities in periods in which the Company has net income and such effects are dilutive under the treasury stock method. ~~Basic~~

Following is a summary of the components of basic and diluted income (loss) per share ~~is calculated using unrounded numbers.~~for the periods presented:



	Three Months Ended March 31,						Six Months Ended March 31,
in thousands, except per share data	2020			2019			2020			2019
Numerator:
Income (loss) from continuing operations	$	10,615		$	(100,832	)	$	13,419		$	(93,510	)
Loss from discontinued operations, net of tax	(1		)	(30		)	(59		)	(41		)
Net income	$	10,614		$	(100,862	)	$	13,360		$	(93,551	)

Denominator:
Basic weighted-average shares	29,868			30,714			29,808			31,263
Dilutive effect of restricted stock awards	97			—			250			—
Dilutive effect of stock options	10			—			20			—
Diluted weighted-average shares ^(a)	29,975			30,714			30,078			31,263

Basic income (loss) per share:
Continuing operations	$	0.36		$	(3.28	)	$	0.45		$	(2.99	)
Discontinued operations	—			—			—			—
Total	$	0.36		$	(3.28	)	$	0.45		$	(2.99	)

Diluted income (loss) per share:
Continuing operations	$	0.35		$	(3.28	)	$	0.45		$	(2.99	)
Discontinued operations	—			—			—			—
Total	$	0.35		$	(3.28	)	$	0.45		$	(2.99	)

^(a)The ~~Company~~following potentially dilutive shares were excluded from the calculation of diluted income per share as a result of their anti-dilutive effect. Due to the reported a net loss for ~~both~~ the three and six months ended ~~December~~March 31, ~~2017 and December 31, 2016, accordingly, for these respective periods,~~2019, all common stock equivalents were excluded from the computation of diluted loss per share for those periods because inclusion would have resulted in anti-dilution. For the three months ended December 31, 2017 and December 31, 2016, respectively, 1.4 million and 1.5 million shares related to nonvested stock-based compensation awards were excluded from our calculation of diluted income per share as a result of their anti-dilutive effect.



	Three Months Ended March 31,		Six Months Ended March 31,
in thousands	2020	2019	2020	2019
Stock options	360	529	227	529
Time-based restricted stock	284	645	52	645
Performance-based restricted stock	—	796	—	796

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~~(13)~~(14) Other Liabilities

~~Our other~~Other liabilities include the following as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017:~~2019:


(In thousands)	December 31, 2017		September 30, 2017
in thousands					March 31, 2020		September 30, 2019
Accrued interest	$	24,653	$	11,024	$	25,760	$	12,767
Accrued bonus and deferred compensation	16,638		36,753		24,108		36,237
Customer deposits					17,149		11,539
Accrued warranty expense	15,816		18,091		12,058		13,388
Customer deposits	13,837		11,704
Litigation accrual	3,970		3,899		3,473		3,420
Income tax liabilities	1,033		811		1,000		648
Other	27,210		25,377		24,788		31,430
Total other liabilities	$	103,157	$	107,659
Total					$	108,336	$	109,429

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~~(14)~~(15) Segment Information

We currently operate in 13 states that are grouped into three homebuilding segments based on geography. Revenues from our homebuilding segments are derived from the sale of homes that we construct and from land and lot sales. 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.~~income (loss). Operating income (loss) for our homebuilding segments is defined as homebuilding and land ~~sale~~sales and other ~~revenues~~revenue less home construction, land development, and land sales 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 ~~2017~~2019 Annual Report.

The following tables contain our revenue, operating income, and depreciation and amortization by segment for the periods presented:


	Three Months Ended				Three Months Ended				Six Months Ended
	December 31,				March 31,				March 31,
(In thousands)	2017		2016
in thousands					2020		2019		2020		2019
Revenue
West	$	177,971	$	171,749	$	267,731	$	210,430	$	522,129	$	419,374
East	88,853		84,159		110,941		94,066		188,981		182,812
Southeast	105,665		83,333		110,741		116,764		196,107		221,114
Total revenue	$	372,489	$	339,241	$	489,413	$	421,260	$	907,217	$	823,300



	Three Months Ended						Six Months Ended
	March 31,						March 31,
in thousands	2020			2019			2020			2019
Operating income (loss) ^(a)
West	$	33,223		$	(107,018	)	$	63,554		$	(82,757	)
East	11,513			6,929			16,834			12,324
Southeast	8,814			7,324			11,970			8,704
Segment total	53,550			(92,765		)	92,358			(61,729		)
Corporate and unallocated ^(b)	(37,126		)	(46,185		)	(71,988		)	(73,715		)
Total operating income (loss)	$	16,424		$	(138,950	)	$	20,370		$	(135,444	)

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Three Months Ended
December 31,
(In thousands) 2017 2016
Operating income ^(a)

West $ 21,110
$ 21,015
East ^(b)
7,396
1,557
Southeast 6,910
5,015
Segment total 35,416
27,587
Corporate and unallocated ^(c)
(28,735 ) (26,312 )
Total operating income $ 6,681
$ 1,275


	Three Months Ended				Three Months Ended				Six Months Ended
	December 31,				March 31,				March 31,
(In thousands)	2017		2016
in thousands					2020		2019		2020		2019
Depreciation and amortization
West	$	1,256	$	1,248	$	1,851	$	1,263	$	3,659	$	2,541
East	439		529		551		547		1,105		1,085
Southeast	579		466		700		731		1,240		1,341
Segment total	2,274		2,243		3,102		2,541		6,004		4,967
Corporate and unallocated ^(c)(b)	233		434		525		359		1,050		703
Total depreciation and amortization	$	2,507	$	2,677	$	3,627	$	2,900	$	7,054	$	5,670

^(a) Operating income (loss) is impacted by impairment and abandonment charges incurred during the periods presented (see Note 5). For the three and six months ended March 31, 2019, we recognized $92.9 million inventory impairment charge related to nine communities within our West segment. For the six months ended March 31, 2019, we recognized $0.9 million inventory impairment charge related to one community within our Southeast segment.

^(b) Operating income for our East segment for the three months ended December 31, 2016 was impacted by a charge to G&A of $2.7 million related to the write-off of a deposit on a legacy investment in a development site that we deemed uncollectible.

^(c)Corporate and unallocated operating loss includes amortization of capitalized ~~interest;~~interest, movement in capitalized ~~indirects;~~indirect costs, 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;~~marketing, and ~~certain~~ other amounts that are not allocated to our operating segments.

Corporate and unallocated depreciation and amortization represents depreciation and amortization related to assets held by our corporate functions that benefit all segments. For the three and six months ended March 31, 2019, we wrote off $16.1 million capitalized interest and capitalized indirect costs associated with the nine impaired communities within our West segment. An additional $0.1 million capitalized interest and capitalized indirect costs were written off during the six months ended March 31, 2019 relating to the one impaired community within our Southeast segment.

The following table ~~contains our~~presents capital expenditures by segment for the periods presented:

Three Months Ended
December 31,
(In thousands) 2017 2016
Capital Expenditures
West $ 1,776
$ 1,184
East 595
771
Southeast 743
618
Corporate and unallocated 588
301
Total capital expenditures $ 3,702
$ 2,874

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	Six Months Ended
	March 31,
in thousands	2020		2019
Capital Expenditures
West	$	2,667	$	5,338
East	1,136		1,286
Southeast	1,310		2,055
Corporate and unallocated	365		2,829
Total capital expenditures	$	5,478	$	11,508

The following table ~~contains our asset balance~~presents assets by segment as of ~~December~~March 31, ~~2017~~2020 and September 30, ~~2017:~~2019:


(In thousands)	December 31, 2017		September 30, 2017
in thousands					March 31, 2020		September 30, 2019
Assets
West	$	810,232	$	779,964	$	780,130	$	751,110
East	303,429		298,532		308,095		286,340
Southeast	354,659		331,618		371,731		359,431
Corporate and unallocated ^(a)	609,662		810,881		779,039		560,763
Total assets	$	2,077,982	$	2,220,995	$	2,238,995	$	1,957,644

^(a) Primarily consists of cash and cash equivalents, restricted cash, deferred taxes, capitalized interest and ~~indirects~~indirect costs, and other items that are not allocated to the segments.

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~~(15)~~

(16) Supplemental Guarantor Information

As discussed in Note 7, ~~our~~the Company's obligations to pay principal, premium, if any, and interest under certain debt agreements are guaranteed on a joint and several basis by substantially all of ~~our~~the Company's subsidiaries. ~~Certain~~Some of ~~our~~the immaterial subsidiaries do not guarantee ~~our~~the Senior Notes or the Facility. The guarantees are full and unconditional, and the guarantor subsidiaries are 100% owned by Beazer Homes USA, Inc. The following unaudited financial information presents the line items of ~~our~~the Company's unaudited condensed consolidated financial statements separated by amounts related to the parent issuer, guarantor subsidiaries, non-guarantor subsidiaries, and consolidating adjustments as of or for the periods presented.

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Beazer Homes USA, Inc.

~~Unaudited~~ Condensed Consolidating Balance Sheet Information

~~December~~March 31, ~~2017~~2020

~~(In thousands)~~

(Unaudited)


	Beazer Homes USA, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
in thousands												Beazer Homes USA, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
ASSETS
Cash and cash equivalents	$	180,282	$	3,047	$	730	$	(6,247	)	$	177,812	$	291,549	$	2,715	$	1	$	—		$	294,265
Restricted cash	10,941		1,141		—		—			12,082		17,097		1,185		—		—			18,282
Accounts receivable (net of allowance of $329)	—		31,804		—		—			31,804
Accounts receivable (net of allowance of $309)												—		20,568		6		—			20,574
Income tax receivable	88		—		—		—			88		9,224		—		—		—			9,224
Owned inventory	—		1,626,721		—		—			1,626,721		—		1,595,300		—		—			1,595,300
Investments in unconsolidated entities	773		3,504		—		—			4,277		773		3,267		—		—			4,040
Deferred tax assets, net	200,101		—		—		—			200,101		238,766		—		—		—			238,766
Property and equipment, net	—		18,742		—		—			18,742		—		25,820		—		—			25,820
Operating lease right-of-use assets												—		15,109		—		—			15,109
Investments in subsidiaries	710,741		—		—		(710,741		)	—		747,785		—		—		(747,785		)	—
Intercompany	796,658		—		2,331		(798,989		)	—		697,843		—		1,662		(699,505		)	—
Goodwill												—		11,376		—		—			11,376
Other assets	908		5,447		—		—			6,355		973		5,263		3		—			6,239
Total assets	$	1,900,492	$	1,690,406	$	3,061	$	(1,515,977	)	$	2,077,982	$	2,004,010	$	1,680,603	$	1,672	$	(1,447,290	)	$	2,238,995
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	—	$	97,535	$	—	$	—		$	97,535	$	—	$	137,238	$	—	$	—		$	137,238
Operating lease liabilities												—		17,147		$	—	$	—		$	17,147
Other liabilities	25,025		77,882		250		—			103,157		26,076		82,251		9		—			108,336
Intercompany	2,331		802,905		—		(805,236		)	—		1,662		697,843		—		(699,505		)	—
Total debt (net of premium and debt issuance costs)	1,320,355		4,154		—		—			1,324,509		1,428,790		2		—		—			1,428,792
Total liabilities	1,347,711		982,476		250		(805,236		)	1,525,201		1,456,528		934,481		9		(699,505		)	1,691,513
Stockholders’ equity	552,781		707,930		2,811		(710,741		)	552,781		547,482		746,122		1,663		(747,785		)	547,482
Total liabilities and stockholders’ equity	$	1,900,492	$	1,690,406	$	3,061	$	(1,515,977	)	$	2,077,982	$	2,004,010	$	1,680,603	$	1,672	$	(1,447,290	)	$	2,238,995

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Beazer Homes USA, Inc.

~~Unaudited~~ Condensed Consolidating Balance Sheet Information

September 30, ~~2017~~2019

~~(In thousands)~~(Unaudited)


	Beazer Homes USA, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
in thousands												Beazer Homes USA, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
ASSETS
Cash and cash equivalents	$	283,191	$	15,393	$	724	$	(7,161	)	$	292,147	$	70,617	$	36,115	$	9	$	—		$	106,741
Restricted cash	11,001		1,461		—		—			12,462		14,847		1,206		—		—			16,053
Accounts receivable (net of allowance of $330)	—		36,322		1		—			36,323
Accounts receivable (net of allowance of $304)												—		26,394		1		—			26,395
Income tax receivable	88		—		—		—			88		4,935		—		—		—			4,935
Owned inventory	—		1,542,807		—		—			1,542,807		—		1,504,248		—		—			1,504,248
Investments in unconsolidated entities	773		3,221		—		—			3,994		773		3,189		—		—			3,962
Deferred tax assets, net	307,896		—		—		—			307,896		246,957		—		—		—			246,957
Property and equipment, net	—		17,566		—		—			17,566		—		27,421		—		—			27,421
Investments in subsidiaries	808,067		—		—		(808,067		)	—		636,791		—		—		(636,791		)	—
Intercompany	606,168		—		2,337		(608,505		)	—		753,769		—		1,680		(755,449		)	—
Goodwill												—		11,376		—		—			11,376
Other assets	599		7,098		15		—			7,712		1,235		8,317		4		—			9,556
Total assets	$	2,017,783	$	1,623,868	$	3,077	$	(1,423,733	)	$	2,220,995	$	1,729,924	$	1,618,266	$	1,694	$	(1,392,240	)	$	1,957,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade accounts payable	$	—	$	103,484	$	—	$	—		$	103,484	$	—	$	131,152	$	—	$	—		$	131,152
Other liabilities	11,229		96,189		241		—			107,659		12,335		97,081		13		—			109,429
Intercompany	2,337		613,329		—		(615,666		)	—		1,680		753,769		—		(755,449		)	—
Total debt (net of premium and debt issuance costs)	1,321,777		5,635		—		—			1,327,412		1,177,155		1,154		—		—			1,178,309
Total liabilities	1,335,343		818,637		241		(615,666		)	1,538,555		1,191,170		983,156		13		(755,449		)	1,418,890
Stockholders’ equity	682,440		805,231		2,836		(808,067		)	682,440		538,754		635,110		1,681		(636,791		)	538,754
Total liabilities and stockholders’ equity	$	2,017,783	$	1,623,868	$	3,077	$	(1,423,733	)	$	2,220,995	$	1,729,924	$	1,618,266	$	1,694	$	(1,392,240	)	$	1,957,644

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Beazer Homes USA, Inc.

~~Unaudited~~Condensed Consolidating Statements of ~~Income (Loss) and Unaudited Comprehensive Income (Loss)~~Operations

(~~In thousands)~~

Unaudited


	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended December 31, 2017
Total revenue	$	—		$	372,489		$	14		$	(14	)	$	372,489
Home construction and land sales expenses	16,468			295,206			—			(14		)	311,660
Gross (loss) profit	(16,468		)	77,283			14			—			60,829
Commissions	—			14,356			—			—			14,356
General and administrative expenses	—			37,244			41			—			37,285
Depreciation and amortization	—			2,507			—			—			2,507
Operating (loss) income	(16,468		)	23,176			(27		)	—			6,681
Equity in loss of unconsolidated entities	—			(101		)	—			—			(101		)
Loss on extinguishment of debt	(25,904		)	—			—			—			(25,904		)
Other (expense) income, net	(3,435		)	296			(6		)	—			(3,145		)
(Loss) income before income taxes	(45,807		)	23,371			(33		)	—			(22,469		)
(Benefit) expense from income taxes	(12,185		)	120,303			(12		)	—			108,106
Equity in income of subsidiaries	(96,953		)	—			—			96,953			—
Loss from continuing operations	(130,575		)	(96,932		)	(21		)	96,953			(130,575		)
Loss from discontinued operations	—			(369		)	(3		)	—			(372		)
Equity in loss of subsidiaries from discontinued operations	(372		)	—			—			372			—
Net loss and comprehensive loss	$	(130,947	)	$	(97,301	)	$	(24	)	$	97,325		$	(130,947	)

	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended December 31, 2016
in thousands																Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended March 31, 2020
Total revenue	$	—		$	339,241		$	36		$	(36	)	$	339,241		$	—		$	489,413		$	—		$	—		$	489,413
Home construction and land sales expenses	15,644			269,970			—			(36		)	285,578			22,660			387,908			—			—			410,568
Gross (loss) profit	(15,644		)	69,271			36			—			53,663			(22,660		)	101,505			—			—			78,845
Commissions	—			13,323			—			—			13,323			—			18,744			—			—			18,744
General and administrative expenses	—			36,365			23			—			36,388			—			40,050			—			—			40,050
Depreciation and amortization	—			2,677			—			—			2,677			—			3,627			—			—			3,627
Operating (loss) income	(15,644		)	16,906			13			—			1,275			(22,660		)	39,084			—			—			16,424
Equity in income of unconsolidated entities	—			22			—			—			22			—			147			—			—			147
Other (expense) income, net	(5,252		)	57			(1		)	—			(5,196		)	(1,928		)	142			—			—			(1,786		)
(Loss) income before income taxes	(20,896		)	16,985			12			—			(3,899		)
(Loss) income from continuing operations before income taxes																(24,588		)	39,373			—			—			14,785
(Benefit) expense from income taxes	(7,569		)	5,025			4			—			(2,540		)	(5,602		)	9,772			—			—			4,170
Equity in income of subsidiaries	11,968			—			—			(11,968		)	—			29,601			—			—			(29,601		)	—
(Loss) income from continuing operations	(1,359		)	11,960			8			(11,968		)	(1,359		)
Loss from discontinued operations	(70		)	—			—			—			(70		)
Income from continuing operations																10,615			29,601			—			(29,601		)	10,615
Income (loss) from discontinued operations, net of tax																—			8			(9		)	—			(1		)
Equity in loss of subsidiaries from discontinued operations	—			(67		)	(3		)	70			—			(1		)	—			—			1			—
Net (loss) income and comprehensive (loss) income	$	(1,429	)	$	11,893		$	5		$	(11,898	)	$	(1,429	)
Net income (loss)																$	10,614		$	29,609		$	(9	)	$	(29,600	)	$	10,614

in thousands																Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended March 31, 2019
Total revenue																$	—		$	421,260		$	—		$	—		$	421,260
Home construction and land sales expenses																18,544			337,785			—			—			356,329
Inventory impairments and abandonments																13,792			133,819			—			—			147,611
Gross loss																(32,336		)	(50,344		)	—			—			(82,680		)
Commissions																—			15,998			—			—			15,998
General and administrative expenses																—			37,372			—			—			37,372
Depreciation and amortization																—			2,900			—			—			2,900
Operating loss																(32,336		)	(106,614		)	—			—			(138,950		)
Equity in income of unconsolidated entities																—			81			—			—			81
Gain on extinguishment of debt																216			—			—			—			216
Other (expense) income, net																(597		)	260			—			—			(337		)
Loss from continuing operations before income taxes																(32,717		)	(106,273		)	—			—			(138,990		)
Benefit from income taxes																(10,142		)	(28,016		)	—			—			(38,158		)
Equity in loss of subsidiaries																(78,257		)	—			—			78,257			—
Loss from continuing operations																(100,832		)	(78,257		)	—			78,257			(100,832		)
Loss from discontinued operations, net of tax																—			(25		)	(5		)	—			(30		)
Equity in loss of subsidiaries from discontinued operations																(30		)	—			—			30			—
Net loss																$	(100,862	)	$	(78,282	)	$	(5	)	$	78,287		$	(100,862	)

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in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Six Months Ended March 31, 2020
Total revenue	$	—		$	907,217		$	—		$	—		$	907,217
Home construction and land sales expenses	42,329			722,906			—			—			765,235
Gross (loss) profit	(42,329		)	184,311			—			—			141,982
Commissions	—			34,809			—			—			34,809
General and administrative expenses	—			79,749			—			—			79,749
Depreciation and amortization	—			7,054			—			—			7,054
Operating (loss) income	(42,329		)	62,699			—			—			20,370
Equity in income of unconsolidated entities	—			134			—			—			134
Other (expense) income, net	(3,370		)	244			—			—			(3,126		)
(Loss) income from continuing operations before income taxes	(45,699		)	63,077			—			—			17,378
(Benefit) expense from income taxes	(7,502		)	11,461			—			—			3,959
Equity in income of subsidiaries	51,616			—			—			(51,616		)	—
Income from continuing operations	13,419			51,616			—			(51,616		)	13,419
Loss from discontinued operations, net of tax	—			(41		)	(18		)	—			(59		)
Equity in loss of subsidiaries from discontinued operations	(59		)	—			—			59			—
Net income (loss)	$	13,360		$	51,575		$	(18	)	$	(51,557	)	$	13,360

in thousands	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Six Months Ended March 31, 2019
Total revenue	$	—		$	823,300		$	115		$	(115	)	$	823,300
Home construction and land sales expenses	35,867			660,955			—			(115		)	696,707
Inventory impairments and abandonments	13,908			134,710			—			—			148,618
Gross (loss) profit	(49,775		)	27,635			115			—			(22,025		)
Commissions	—			31,735			—			—			31,735
General and administrative expenses	—			76,018			(4		)	—			76,014
Depreciation and amortization	—			5,670			—			—			5,670
Operating (loss) income	(49,775		)	(85,788		)	119			—			(135,444		)
Equity in income of unconsolidated entities	—			17			—			—			17
Gain on extinguishment of debt	216			—			—			—			216
Other (expense) income, net	(839		)	464			(4		)	—			(379		)
(Loss) income from continuing operations before income taxes	(50,398		)	(85,307		)	115			—			(135,590		)
Expense (benefit) from income taxes	10,241			(52,350		)	29			—			(42,080		)
Equity in loss of subsidiaries	(32,871		)	—			—			32,871			—
(Loss) income from continuing operations	(93,510		)	(32,957		)	86			32,871			(93,510		)
Loss from discontinued operations, net of tax	—			(31		)	(10		)	—			(41		)
Equity in loss of subsidiaries and discontinued operations	(41		)	—			—			41			—
Net (loss) income	$	(93,551	)	$	(32,988	)	$	76		$	32,912		$	(93,551	)

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Beazer Homes USA, Inc.

~~Unaudited~~ Condensed Consolidating Statements of Cash Flow Information

~~(In thousands)~~

(Unaudited)


in thousands																Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Six Months Ended March 31, 2020
Net cash used in operating activities																$	(14,758	)	$	(31,029	)	$	(126	)	$	—		$	(45,913	)
Cash flows from investing activities:
Capital expenditures																—			(5,478		)	—			—			(5,478		)
Proceeds from sale of fixed assets																—			136			—			—			136
Advances to/from subsidiaries																(4,218		)	—			118			4,100			—
Net cash (used in) provided by investing activities																(4,218		)	(5,342		)	118			4,100			(5,342		)
Cash flows from financing activities:
Repayment of debt																—			(1,150		)	—			—			(1,150		)
Repayment of borrowings from credit facility																(95,000		)	—			—			—			(95,000		)
Borrowings from credit facility																345,000			—			—			—			345,000
Repurchase of common stock																(3,327		)	—			—			—			(3,327		)
Tax payments for stock-based compensation awards																(2,661		)	—			—			—			(2,661		)
Stock option exercises and other financing activities																(1,854		)	—			—			—			(1,854		)
Advances to/from subsidiaries																—			4,100			—			(4,100		)	—
Net cash provided by financing activities																242,158			2,950			—			(4,100		)	241,008
Increase (decrease) in cash, cash equivalents, and restricted cash																223,182			(33,421		)	(8		)	—			189,753
Cash, cash equivalents, and restricted cash at beginning of period																85,464			37,321			9			—			122,794
Cash, cash equivalents, and restricted cash at end of period																$	308,646		$	3,900		$	1		$	—		$	312,547
	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended December 31, 2017
Net cash provided by (used in) operating activities	$	91,465		$	(193,721	)	$	32		$	—		$	(102,224	)
in thousands																Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Six Months Ended March 31, 2019
Net cash (used in) provided by operating activities																$	(101,323	)	$	18,324		$	(35	)	$	—		$	(83,034	)
Cash flows from investing activities:
Capital expenditures	—			(3,702		)	—			—			(3,702		)	—			(11,508		)	—			—			(11,508		)
Proceeds from sale of fixed assets	—			84			—			—			84			—			94			—			—			94
Investments in unconsolidated entities	—			(421		)	—			—			(421		)	—			(4,088		)	—			—			(4,088		)
Advances to/from subsidiaries	(187,451		)	—			(26		)	187,477			—			44,061			—			(533		)	(43,528		)	—
Net cash used in investing activities	(187,451		)	(4,039		)	(26		)	187,477			(4,039		)
Net cash provided by (used in) investing activities																44,061			(15,502		)	(533		)	(43,528		)	(15,502		)
Cash flows from financing activities:
Repayment of debt	(400,012		)	(1,469		)	—			—			(401,481		)	(5,062		)	—			—			—			(5,062		)
Proceeds from issuance of new debt	400,000			—			—			—			400,000
Repayment of borrowings from credit facility																(150,000		)	—			—			—			(150,000		)
Borrowings from credit facility																225,000			—			—			—			225,000
Debt issuance costs	(5,649		)	—			—			—			(5,649		)	(400		)	—			—			—			(400		)
Repurchase of common stock																(24,004		)	—			—			—			(24,004		)
Tax payments for stock-based compensation awards																(1,886		)	—			—			—			(1,886		)
Stock option exercises and other financing activities																278			—			—			—			278
Advances to/from subsidiaries	—			186,563			—			(186,563		)	—			—			(43,528		)	—			43,528			—
Other financing activities	(1,322		)	—			—			—			(1,322		)
Net cash (used in) provided by financing activities	(6,983		)	185,094			—			(186,563		)	(8,452		)
(Decrease) increase in cash, cash equivalents and restricted cash	(102,969		)	(12,666		)	6			914			(114,715		)
Cash, cash equivalents and restricted cash at beginning of period	294,192			16,854			724			(7,161		)	304,609
Cash, cash equivalents and restricted cash at end of period	$	191,223		$	4,188		$	730		$	(6,247	)	$	189,894

	Beazer Homes USA, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Beazer Homes USA, Inc.
Three Months Ended December 31, 2016
Net cash used in operating activities	$	(2,902	)	$	(59,928	)	$	(4	)	$	—		$	(62,834	)
Cash flows from investing activities:
Capital expenditures	—			(2,874		)	—			—			(2,874		)
Proceeds from sale of fixed assets	—			46			—			—			46
Investments in unconsolidated entities	—			(1,397		)	—			—			(1,397		)
Return of capital from unconsolidated entities	—			1,621			—			—			1,621
Advances to/from subsidiaries	(50,314		)	—			—			50,314			—
Net cash used in investing activities	(50,314		)	(2,604		)	—			50,314			(2,604		)
Cash flows from financing activities:
Repayment of debt	—			(2,525		)	—			—			(2,525		)
Debt issuance costs	(340		)	—			—			—			(340		)
Advances to/from subsidiaries	—			52,224			(2		)	(52,222		)	—
Other financing activities	(387		)	—			—			—			(387		)
Net cash (used in) provided by financing activities	(727		)	49,699			(2		)	(52,222		)	(3,252		)
Decrease in cash, cash equivalents and restricted cash	(53,943		)	(12,833		)	(6		)	(1,908		)	(68,690		)
Cash, cash equivalents and restricted cash at beginning of period	228,513			18,404			859			(4,500		)	243,276
Cash, cash equivalents and restricted cash at end of period	$	174,570		$	5,571		$	853		$	(6,408	)	$	174,586
Net cash provided by (used in) financing activities																43,926			(43,528		)	—			43,528			43,926
Decrease in cash, cash equivalents, and restricted cash																(13,336		)	(40,706		)	(568		)	—			(54,610		)
Cash, cash equivalents, and restricted cash at beginning of period																104,796			47,877			575			—			153,248
Cash, cash equivalents, and restricted cash at end of period																$	91,460		$	7,171		$	7		$	—		$	98,638

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~~(16)~~(17) Discontinued Operations

We continually review each of our markets in order to refine our overall investment strategy and to optimize capital and resource allocations in an effort to enhance our financial position and to increase stockholder value. This review entails an evaluation of both external market factors and our position in each market and over time has resulted in the decision to discontinue certain of our homebuilding operations. 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, the results of our New Jersey division are not included in the discontinued operations information shown below.

We have classified the results of operations of our discontinued operations separately in the accompanying ~~unaudited~~ condensed consolidated statements of ~~income~~operations for all periods presented. There were no material assets or liabilities related to ~~these~~our discontinued operations as of ~~December~~March 31, ~~2017~~2020 or September 30, ~~2017~~2019. Discontinued operations were not segregated in the ~~unaudited~~ condensed consolidated statements of cash flows. Therefore, amounts for certain captions in the ~~unaudited~~ condensed consolidated statements of cash flows will not agree with the respective data in the ~~unaudited~~ condensed consolidated statements of ~~income.~~operations. The results of our discontinued operations in the ~~unaudited~~ condensed consolidated statements of ~~income~~operations for the periods presented were as follows:


	Three Months Ended						Three Months Ended						Six Months Ended
	December 31,						March 31,						March 31,
(In thousands)	2017			2016
in thousands							2020			2019			2020			2019
Total revenue	$	625		$	—		$	—		$	—		$	—		$	55
Home construction and land sales expenses	667			78			(16		)	6			(15		)	39
Inventory impairments and lot option abandonments	450			—
Gross loss	(492		)	(78		)
Gross profit (loss)							16			(6		)	15			16
General and administrative expenses	16			31			16			34			90			67
Operating loss	(508		)	(109		)	—			(40		)	(75		)	(51		)
Equity in income of unconsolidated entities	12			—
Equity in loss of unconsolidated entities							—			—			—			(1		)
Other expense, net	(3		)	—			(1		)	—			(1		)	(1		)
Loss from discontinued operations before income taxes	(499		)	(109		)	(1		)	(40		)	(76		)	(53		)
Benefit from income taxes	(127		)	(39		)	—			(10		)	(17		)	(12		)
Loss from discontinued operations, net of tax	$	(372	)	$	(70	)	$	(1	)	$	(30	)	$	(59	)	$	(41	)

(18) Subsequent Events

The COVID-19 pandemic has caused, and is continuing to cause, severe economic, market and other disruptions to the U.S. and global economies. As a result of the COVID-19 pandemic, the Company experienced increasingly adverse business conditions, especially in the latter half of March and through the date of this report. We are taking steps to maximize liquidity by limiting cash expenditures, including temporarily reducing or deferring land acquisition and development spending and general and administrative spending. At the current time, the government is allowing construction and sales of homes in the markets in which we operate. In response to the pandemic, our sales teams have shifted to an appointment-only home sale process and are leveraging virtual sales tools to connect with our customers online. However, customer traffic and sales have slowed significantly, and cancellations have increased. At this time, the Company is uncertain of the potential full magnitude or duration of the business and economic impacts from the unprecedented public health efforts to contain and combat the spread of COVID-19, and while the extent to which the COVID-19 pandemic impacts the Company’s results will depend on future developments, the outbreak could result in a material impact to the Company's future financial position, results of operations, cash flows and liquidity

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview and Outlook

Market Conditions

~~In any period, the~~The demand for new and existing homes is dependent on a variety of demographic and economic factors, including ~~household formation,~~ job and wage growth, ~~the availability and cost of~~household formation, consumer confidence, mortgage financing, ~~the supply of new~~ and existing homes, home price affordability and, importantly, consumer confidence. These factors all fluctuate over time at both a national and a more localized market level. Additionally, changes in government policy, including tax-related issues, could have a significant impact on the demand for housing. For example, the recently enacted Tax Cuts and Jobs Act includes provisions related to the deductibility of mortgage interest and state and local taxes, which could have an impact on the overall ~~demand for home ownership.~~housing affordability. In general, ~~these~~at the start of our fiscal year, factors are contributing to stable and modestly improving conditions for new home sales, but there are risks and challenges that could adversely impact our business in fiscal 2018 and beyond. On the positive side areincluding rising levels of household formation, a constrained supply of new and used homes, wage growth, strong employment conditions and mortgage rates that continue to be low by historical ~~standards. Challenges include early signs of~~standards were contributing to improving conditions for new home ~~price affordability constraints (largely driven~~sales.

However, the overall economic conditions in the United States have been impacted negatively by the ~~historically low levels~~emerging threat posed by the COVID-19 pandemic, which has resulted in, among other things, quarantines, “stay-at-home” or "shelter-in-place" orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations, and we expect these negative impacts to continue. At the current time, all of ~~homes available for sale~~the state and ~~still constrained level~~local governments in the markets in which we operate are allowing construction and sales of ~~new home construction), as well as volatility in domestic and international financial markets. Overall, we continue~~homes.

In response to ~~believe that~~the pandemic, we are ~~well positioned~~actively taking steps to navigate through this extraordinary period by placing our highest priority on helping to protect health and safety of our employees, customers, and trade partners. In particular, we have temporarily closed our sales centers, model homes and design studios to the general public, and our sales teams have shifted to an appointment-only home sales process and are leveraging virtual sales tools to connect with our customers online. We are following recommended social distancing and other health and safety protocols when meeting in person with a customer and have shifted our corporate and division office functions to work remotely. In the field, we have implemented construction site health and safety guidelines to ensure both our employees and our trade partners adhere to social distancing requirements.

We have experienced increasingly adverse business conditions as a result of the COVID-19 pandemic, including a slowdown in customer traffic and sales pace and an increase in cancellations. Although the magnitude and duration of the COVID-19 pandemic is unknown, we expect to experience material declines in our net new orders, closings, revenues, cash flow and/or profitability in one or more periods in 2020, compared to the corresponding prior-year periods, and compared to our expectations at the beginning of our 2020 fiscal year. In addition, if conditions in the overall housing market or in a specific market worsen in the future beyond our current expectations, if future changes in our business strategy significantly affect any key ~~markets, and that~~assumptions used in our projections of future cash flows, or if there are material changes in any of the ~~underlying fundamentals that drive home purchases are supportive.~~other items we consider in assessing recoverability, we may recognize charges in future periods for inventory impairments related to our current inventory assets. Any such charges could be material to our consolidated financial statements. For further discussion of the potential impacts on our business from the COVID-19 pandemic, see Part II, Item 1A – Risk Factors below.

Overview of Results for Our Fiscal ~~First~~Second Quarter

~~We continued toward achieving~~Reflecting on then current market conditions and our ~~“2B-10” goals~~operating strategy, during the second quarter of fiscal 2020, we made improvements in closings, homebuilding gross profit, average selling price, average active communities, net new orders, and the execution of our balanced growth strategy. Additionally, we successfully improved our balance sheet by extending debt maturities and reducing our cash interest expense. We also activated an additional land parcel previously classified as land held for future development.

~~In December 2017, we acquired more than 450 lots spread across four new home communities~~homes in Raleigh and three in Myrtle Beach from Bill Clark Homes. These communities have been incorporated into the Company’s existing operations in these respective divisions and will contribute to both revenue and Adjusted EBITDA in fiscal 2018. The transaction value was approximately $29.0 million and was funded from available cash.backlog.

Profitability

For the quarter ended ~~December~~March 31, ~~2017,~~2020, we recorded anet income from continuing operations of $10.6 million compared to net loss from continuing operations of ~~$130.6~~$100.8 million ~~a decline~~in the second quarter of ~~$129.2 million over the prior year quarter's net loss from continuing operations of $1.4 million. The following~~fiscal 2019. There were certain items that impacted the comparability of ~~our results~~net income from continuing operations between periods: (1) we recorded a tax expense of $112.6 million in the current quarter due to the remeasurement of our deferred tax assets as a result of the recently passed Tax Cuts and Jobs Act (see Note 10 of the notes to our unaudited condensed consolidated financial statements in this Form 10-Q); and (2) we recorded a $25.9 million loss on extinguishment of debt during the current quarter, compared to none in the prior year quarter.

Looking at our underlying operating results, year-over-year closings increased by 7.1%, from 995 in the prior year quarter to 1,066 in the current quarter, and our average selling price (ASP) increased by 2.1%, from $337.8 thousand in the prior year quarter to $345.0 thousand in the current quarter. Combined, these factors resulted in a 9.4% increase in homebuilding revenue, which climbed from $336.1 million in the prior year quarter to $367.8 million in the current quarter. Our homebuilding gross margin, excludingWe recognized no inventory impairments abandonments and interest, showed year-over-year improvement to 20.9% in the current quarter from 20.5% in the prior year quarter. Commission expense was higher year-over-year due to the revenue increase, but decreased slightly as a percentage of homebuilding revenue. Finally, our general and administrative expenses (G&A) increased year-over-year by $0.9 million, but declined as a percentage of total revenue from 10.7% in the prior year quarter to 10.0% in the current quarter.

New order activity in the current quarter was 10.4% higher than the prior year quarter as we sold 1,110 units compared to 1,005 last year. Sales per community also increased year-over-year as we sold 2.4 homes per community per month in the current quarter compared to ~~2.2~~$147.6 million of inventory impairments recognized in last year’s quarter, a 10.9% increase. We ended the quarter with a backlog of 1,899 units, which represents a 1.4% decrease from the 1,926 backlog units we had as of the end of the prior year quarter. The current quarter ending backlog has an ASP of $370.9 thousand, a year-over-year increase of 7.2%, leading to a 5.7% increase in the dollar value of our backlog compared to the prior year quarter.

~~Debt Reduction~~Income tax expense from continuing operations was $4.2 million during the current quarter primarily due to income from continuing operations, as compared to $38.2 million income tax benefit for the prior year quarter primarily due to impairment charges and ~~Capital Efficiency~~the resulting loss from continuing operations. Refer to Note 11 of the notes to the condensed consolidated financial statements for additional details.

~~During~~Balanced Growth Strategy

At the ~~first quarter~~start of our fiscal ~~2018,~~second quarter, we ~~successfully extended~~continued to execute against our ~~maturities~~balanced growth strategy, which we define as the expansion of earnings at a faster rate than our revenue growth, supported by a less-leveraged and ~~decreased future interest expense by approximately $2.1 million annually through~~return-driven capital structure. Due to the ~~issuance of $400.0 million in unsecured Senior Notes due 2027. The proceeds from~~uncertainty surrounding the ~~issuance of the Senior Notes due 2027 were used, as well as~~COVID-19 pandemic, we have pivoted our focus to maximizing positive cash ~~on hand, to redeem $225.0 million of our Senior Notes due 2019~~flow and ~~$175.0 million of our Senior Notes due 2023. We anticipate redeeming the remaining $96.4 million of the Senior~~

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~~Notes due 2019~~retaining a strong liquidity position. We are doing this by the end of the current fiscal year, as the fulfillment of our previously announced debt reduction plan. See Note 7 of the notes to our unaudited condensed consolidated financial statements in this Form 10-Q for further discussion of our outstanding borrowings.

We have employed a number of strategies to improve capital efficiency, including greater use of option contracts and land banking, acquisition of shorter duration land parcels and activation of previously land held for future development communities. As of December 31, 2017, our land held for future development balance declined by approximately $15.4 million from September 30, 2017, primarily due to the activation of a parcel for homebuilding activities.

~~Reaching “2B-10”~~

~~In November 2013, we introduced a multi-year “2B-10” plan, which provided a roadmap of revenue and margin metrics to achieve $2 billion in revenue~~generating cash flow with a ~~10% Adjusted EBITDA margin. Taken together, reaching “2B-10” would result~~focus on closing homes in ~~Adjusted EBITDA of at least $200 million. Since the plan's introduction, we have consistently noted that there are many paths to achieving~~ our ~~underlying goal of $200 million of Adjusted EBITDA,~~backlog and ~~we continually revisit our established ranges for each metric. We remain committed to reaching the “2B-10” objectives as soon as possible,~~limiting cash expenditures, including by temporarily reducing or deferring land acquisition and expect to reach them by making further improvements in each of the five key metrics embedded in the plan: (1) sales per community per month (our absorption rate); (2) ASP; (3) active community count; (4) homebuilding gross margin;development and ~~(5) cost leverage as measured by selling,~~ general and administrative ~~expenses (SG&A) as a percentage of total revenue.~~

Since introducing our “2B-10” plan, we have made significant progress toward achieving our goals, having more than doubled our revenue and our Adjusted EBITDA, with trailing twelve month Adjusted EBITDA reaching $182.7 million as of December 31, 2017, compared to $154.8 million as of December 31, 2016 and $86.3 million at the time we introduced the plan (as of September 30, 2013). Our progress on each metric is discussed in more detail below:

~~Sales per community per month was 2.4 and 2.2 for the quarters ended December 31, 2017 and December 31, 2016, respectively.~~ Our strong emphasis on sales absorptions allowed us to expand the unit and dollar value of our backlog despite higher year-over-year closings and a smaller community count. Sales per community per month increased to 3.0 for the trailing 12 months ended December 31, 2017 versus 2.8 a year ago, and is within the range established in our “2B-10” plan of 2.8 to 3.2. We continue to believe that we are among the industry leaders in sales absorption rates, and are focused on driving further increases in our sales pace moving forward.

~~Our ASP for homes closed during the quarter ended December 31, 2017 was $345.0 thousand, up 2.1% compared to the prior year.~~ ASP for closings during the trailing 12 months ended December 31, 2017 was $344.4 thousand, up 3.6% year-over-year, and our ASP in backlog as of December 31, 2017 has risen 7.2% versus the prior year quarter to $370.9 thousand. Our targeted "2B-10" metric for ASP is a range of $340.0 thousand to $350.0 thousand.

~~During the current quarter, we had an average active community count of 155, down 0.4% from the prior year quarter, and ended the quarter with 156 active communities.~~ ~~We expect our year-over-year increase in spending on land and land development activities to lead to growth in community count going forward.~~spending. We invested ~~$141.7~~$123.0 million in land acquisition and land development during the current quarter, down compared to ~~$103.2~~$139.9 million in the prior year ~~quarter. We consistently evaluate strategic opportunities~~quarter, primarily due to ~~purchase land within our geographic footprint, balancing our desire~~cash conservation measures adopted in mid-March in response to ~~reduce our leverage with land acquisition strategies that minimize our capital employed.~~the uncertainty surrounding the COVID-19 pandemic. Also, we currently have a fully drawn $250.0 million revolving credit facility. Our ~~“2B-10” target metric~~senior leadership team is ~~an active community count range between 170 and 175.~~

~~Homebuilding gross margin excluding impairments and abandonments and interest for~~monitoring impacts of the ~~quarter ended December 31, 2017 was 20.9%, up from 20.5% in the prior year quarter.~~ For the trailing 12 months ended December 31, 2017, this adjusted gross margin was 21.3%, which is within our “2B-10” target metric range of 21.0% to 22.0%. Our homebuilding gross margin has been favorably impacted this year by a number of factors, including our efforts to reduce construction costs, improve cycle time, raise home prices where possible and, to a lesser extent, some non-recurring benefits. Working against these efforts have been increases in land costs, driven by the location and structure of our land deals, cost pressures in certain labor and material categories and community mix (including an increasing number of closings from recently activated assets formerly classified as land held for future development, which generally have lower margins).

~~SG&A for the quarter ended December 31, 2017 was 13.9% of total revenue, compared to 14.7% in the prior year quarter.~~ ~~A $2.7 million charge was recorded within our SG&A during the prior year quarter to write off an uncollectible deposit~~pandemic on a ~~legacy investment,~~daily basis and ~~excluding this write-off,~~will continue to adjust our ~~SG&A~~operations as a percentage of homebuilding revenue was flat year-over-year. SG&A for the trailing 12 months ended December 31, 2017 was 12.2% of total revenue, a decrease of 40 basis points from the prior year. Although SG&A for the trailing 12 months remains slightly above our “2B-10” target range of 11.0% to 12.0%, we believe that revenue growth in our fiscal 2018 and beyond will allow us to attain our “2B-10” target range.

necessary.

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For the trailing 12 months ended December 31, 2017, our revenue was $1.9 billion, up 7.3% year-over-year. Excluding the non-recurring items detailed in the full reconciliation of our EBITDA (refer to section below entitled “EBITDA: Reconciliation of Net Income (Loss) to Adjusted EBITDA”), Adjusted EBITDA for the trailing 12 months ended December 31, 2017 increased $27.9 million, or 18.1%, to $182.7 million. We expect to continue focusing on our “2B-10” metrics during fiscal 2018, with particular emphasis on driving sales absorptions and improving our SG&A leverage.

Seasonal and Quarterly ~~Variability:~~Variability

Our homebuilding operating cycle ~~generally reflects~~historically has reflected escalating new order activity in the second and third fiscal quarters and increased closings in the third and fourth fiscal quarters. Accordingly, our financial results for the three and six months ended ~~December~~March 31, ~~2017~~2020 may not ~~accurately predict~~be indicative of our ~~ultimate~~ full year ~~results.~~

results, particularly in light of the COVID-19 pandemic.

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RESULTS OF CONTINUING OPERATIONS:

The following table summarizes certain key income statement metrics for the periods presented:


	Three Months Ended						Three Months Ended						Six Months Ended
	December 31,						March 31,						March 31,
($ in thousands)	2017			2016
Revenues:
$ in thousands							2020			2019			2020			2019
Revenue:
Homebuilding	$	367,754		$	336,126		$	487,986		$	420,945		$	905,385		$	821,927
Land sales and other	4,735			3,115			1,427			315			1,832			1,373
Total	$	372,489		$	339,241		$	489,413		$	421,260		$	907,217		$	823,300
Gross profit:
Gross profit (loss):
Homebuilding	$	60,232		$	53,204		$	78,744		$	(44,148	)	$	141,852		$	16,471
Land sales and other	597			459			101			(38,532		)	130			(38,496		)
Total	$	60,829		$	53,663		$	78,845		$	(82,680	)	$	141,982		$	(22,025	)
Gross margin:
Homebuilding	16.4		%	15.8		%	16.1		%	(10.5)		%	15.7		%	2.0		%
Land sales and other	12.6		%	14.7		%	7.1		%	(12,232.4		)%	7.1		%	(2,803.8		)%
Total	16.3		%	15.8		%	16.1		%	(19.6		)%	15.7		%	(2.7		)%
Commissions	$	14,356		$	13,323		$	18,744		$	15,998		$	34,809		$	31,735
General and administrative expenses (G&A) ^(a)	37,285			36,388			$	40,050		$	37,372		$	79,749		$	76,014
SG&A (commissions plus G&A) as a percentage of total revenue	13.9		%	14.7		%	12.0		%	12.7		%	12.6		%	13.1		%
G&A as a percentage of total revenue	10.0		%	10.7		%	8.2		%	8.9		%	8.8		%	9.2		%
Depreciation and amortization	$	2,507		$	2,677		$	3,627		$	2,900		$	7,054		$	5,670
Operating income	$	6,681		$	1,275
Operating income as a percentage of total revenue	1.8		%	0.4		%
Effective Tax Rate ^(b)	(481.1		)%	65.1		%
Equity in (loss) income of unconsolidated entities	$	(101	)	$	22
Loss on extinguishment of debt	25,904			—
Operating income (loss)							$	16,424		$	(138,950	)	$	20,370		$	(135,444	)
Operating income (loss) as a percentage of total revenue							3.4		%	(33.0		)%	2.2		%	(16.5		)%
Effective tax rate ^(a)							28.2		%	27.5		%	22.8		%	31.0		%
Equity in income of unconsolidated entities							$	147		$	81		$	134		$	17
Gain on extinguishment of debt							$	—		$	216		$	—		$	216

^(a)In addition to other items impacting G&A, for the three months ended December 31, 2016, this metric was impacted by a $2.7 million charge to write off a deposit on a legacy investment in a development site that we deemed uncollectible.

^(b)Calculated as tax expense (benefit) for the period divided by income (loss) from continuing operations. Due to ~~the effect of~~ a variety of factors, including the impact of discrete tax items on our effective tax rate, our income tax ~~expense (benefit)~~benefit is not always directly correlated to the amount of ~~pretax~~pre-tax income ~~(loss)~~ for the associated ~~periods, particularly when focusing on individual quarters.~~periods.

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EBITDA: Reconciliation of Net Income (Loss) to Adjusted EBITDA

Reconciliation of Adjusted EBITDA to total company net income (loss), the most directly comparable GAAP measure, is provided for each period discussed below. Management believes that Adjusted EBITDA assists investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies' respective capitalization, tax position, and level of impairments. These EBITDA measures should not be considered alternatives to net income (loss) determined in accordance with GAAP as an indicator of operating performance.

The reconciliation of Adjusted EBITDA to total company net income (loss) below differs from ~~the~~ prior year, as it ~~provides a more simplified presentation of EBIT,~~reclassifies stock-based compensation expense from an adjustment within EBITDA ~~and~~to an adjustment within Adjusted EBITDA ~~that excludes certain non-recurring amounts recorded during the periods presented. Management believes that this presentation best reflects the operating characteristics of the Company.~~in order to accurately present EBITDA per its definition.

The following table reconciles our net income (loss) to Adjusted EBITDA for the periods presented:


	Three Months Ended December 31,									LTM Ended December 31, ^(a)									Three Months Ended March 31,								Six Months Ended March 31,								LTM Ended March 31, ^(a)
(In thousands)	2017			2016			17 vs 16			2017			2016			17 vs 16
Net (loss) income	$	(130,947	)	$	(1,429	)	$	(129,518	)	$	(97,705	)	$	2,265		$	(99,970	)
in thousands																			2020		2019			20 vs 19			2020		2019			20 vs 19			2020		2019			20 vs 19
Net income (loss)																			$	10,614	$	(100,862	)	$	111,476		$	13,360	$	(93,551	)	$	106,911		$	27,391	$	(19,537	)	$	46,928
Expense (benefit) from income taxes	107,979			(2,579		)	110,558			113,179			13,139			100,040			4,170		(38,168		)	42,338			3,942		(42,092		)	46,034			8,789		(56,691		)	65,480
Interest amortized to home construction and land sales expenses and capitalized interest impaired	16,476			15,644			832			89,652			81,315			8,337			22,660		32,336			(9,676		)	42,329		49,774			(7,445		)	101,496		106,756			(5,260		)
Interest expense not qualified for capitalization	3,435			5,252			(1,817		)	13,819			23,208			(9,389		)	1,928		597			1,331			3,370		839			2,531			5,640		1,079			4,561
EBIT	(3,057		)	16,888			(19,945		)	118,945			119,927			(982		)	39,372		(106,097		)	145,469			63,001		(85,030		)	148,031			143,316		31,607			111,709
Depreciation and amortization and stock-based compensation amortization	5,117			4,859			258			22,431			21,864			567
Depreciation and amortization																			3,627		2,900			727			7,054		5,670			1,384			16,143		13,904			2,239
EBITDA	2,060			21,747			(19,687		)	141,376			141,791			(415		)	42,999		(103,197		)	146,196			70,055		(79,360		)	149,415			159,459		45,511			113,948
Loss on extinguishment of debt	25,904			—			25,904			38,534			12,595			25,939
Stock-based compensation expense																			899		2,180			(1,281		)	3,210		4,294			(1,084		)	9,442		9,344			98
(Gain) loss on extinguishment of debt																			—		(216		)	216			—		(216		)	216			25,136		1,719			23,417
Inventory impairments and abandonments ^(b)	450			—			450			2,839			13,216			(10,377		)	—		133,819			(133,819		)	—		134,711			(134,711		)	—		139,249			(139,249		)
Additional insurance recoveries from third-party insurer	—			—			—			—			(15,500		)	15,500
Write-off of deposit on legacy land investment	—			2,700			(2,700		)	—			2,700			(2,700		)
Joint venture impairment and abandonment charges																			—		—			—			—		—			—			—		341			(341		)
Adjusted EBITDA	$	28,414		$	24,447		$	3,967		$	182,749		$	154,802		$	27,947		$	43,898	$	32,586		$	11,312		$	73,265	$	59,429		$	13,836		$	194,037	$	196,164		$	(2,127	)

^(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.”

Table of Contents

Homebuilding Operations Data

The following ~~tables summarize~~table summarizes new orders ~~net~~ and cancellation rates by reportable segment for the periods presented:


	Three Months Ended December 31,								Three Months Ended March 31,
	New Orders, net				Cancellation Rates				New Orders, net				Cancellation Rates
	2017	2016	17 vs 16		2017		2016		2020	2019	20 vs 19		2020		2019
West	534	467	14.3	%	18.5	%	20.2	%	953	806	18.2	%	16.4	%	15.2	%
East	259	228	13.6	%	23.1	%	22.7	%	351	334	5.1	%	13.5	%	15.0	%
Southeast	317	310	2.3	%	15.9	%	21.5	%	357	458	(22.1	)%	16.2	%	12.9	%
Total	1,110	1,005	10.4	%	18.9	%	21.2	%	1,661	1,598	3.9	%	15.8	%	14.5	%

									Six Months Ended March 31,
									New Orders, net				Cancellation Rates
									2020	2019	20 vs 19		2020		2019
West									1,690	1,325	27.5	%	16.0	%	16.8	%
East									584	535	9.2	%	14.0	%	17.3	%
Southeast									638	714	(10.6	)%	14.9	%	15.7	%
Total									2,912	2,574	13.1	%	15.4	%	16.6	%

~~Sales~~Net new orders for the quarter ended March 31, 2020 increased to 1,661, up 3.9% from the quarter ended March 31, 2019. The increase in net new orders was driven primarily by an increase in average active communities from 163 in the prior year quarter to 167, while our absorption rate increased slightly to 3.3 sales per community per month ~~was 2.4~~quarter-over-quarter. Beginning in mid-March, a number of states, counties and ~~2.2~~municipalities issued varying orders requiring persons who were not engaged in essential activities and businesses to remain at home for specified periods of time due to the ~~quarters ended December 31, 2017 and December 31, 2016, respectively,~~COVID-19 pandemic. These actions have led to an increase ~~of 10.9%, driven by our continued emphasis on~~in cancellation rates and slower customer traffic and sales ~~absorptions. Our year-over-year absorptions improved~~ in the ~~majority~~latter half of our markets, driven by our community mix and the maturation of certain communities versus the prior year quarter. Our average active communities declined slightly by 0.4% year-over-year, from 156 to 155 during the quarter ended December 31, 2017, partially offsetting our stronger absorptions and ultimately resulting in a 10.4% increase in new orders, net.March 2020.

For the three and six months ended ~~December~~March 31, ~~2017,~~2020, net new order growth experienced increases in all of our segments except the Southeast. The increase in net new orders ~~net~~ in ~~our~~the West ~~segment was mainly attributable~~is due to ~~a significant year-over-year increase~~strong performance in our Las Vegas, ~~market, where new order activity from former land held for future development parcels was a strong contributor to the year-over-year increase we experienced.~~Southern California and Phoenix markets. The increase in net new orders ~~net~~in the East is due to strong performance in our ~~East segment for the three months ended December 31, 2017 was mainly attributable to a significant year-over-year increase in our Maryland market, where we~~Nashville market. The Southeast experienced ~~increases in sales pace. Finally, the year-over-year increase in~~net new ~~orders, net for the three months ended December 31, 2017 in our Southeast segment was primarily~~order decreases driven by ~~our Atlanta market,~~declines in both sales pace and average active community counts, primarily due to ~~a strong sales performance in certain communities. In addition, our Southeast segment recorded 21 sales across our~~ Raleigh and Myrtle Beach markets ~~related~~as we work to ~~the assets acquired from Bill Clark Homes as of December 31, 2017.~~rebuild community counts by investing in new communities.

The table below summarizes backlog units by reportable segment as well as the aggregate dollar value ~~of homes in backlog~~ and ASP ~~for~~of homes in backlog as of ~~December~~March 31, ~~2017~~2020 and ~~December~~March 31, ~~2016:~~2019:


	As of December 31,						As of March 31,
	2017		2016		17 vs 16		2020		2019		20 vs 19
Backlog Units:
West	887		785		13.0	%	1,243		976		27.4	%
East	447		455		(1.8	)%	498		415		20.0	%
Southeast	565		686		(17.6	)%	490		598		(18.1	)%
Total	1,899		1,926		(1.4	)%	2,231		1,989		12.2	%
Aggregate dollar value of homes in backlog (in millions)	$	704.4	$	666.1	5.7	%	$	895.0	$	783.3	14.3	%
ASP in backlog (in thousands)	$	370.9	$	345.8	7.2	%	$	401.2	$	393.8	1.9	%

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. Homes in backlog are generally delivered within three to six months following commencement of construction. Backlog units as of December 31, 2017 decreased by 1.4% over the prior year due to a 7.1% improvement in our year-over-year closings. We entered the current quarter with fewer backlog units when compared to the prior year period, but, despite a lower community count, were able to grow our backlog during the quarter due to an improvement in sales absorptions of 10.9% year-over-year. Additionally, theThe aggregate dollar value of homes in backlog ~~has~~as of March 31, 2020 increased ~~by 5.7%~~14.3% compared to March 31, 2019 due to a 12.2% increase in ~~large part~~backlog units in addition to a 1.9% increase in the ASP of homes in backlog. The increase in backlog units was primarily due to beginning the quarter with more units in backlog as well as the aforementioned increase in net new orders for the three and six months ended March 31, 2020 compared to the ~~continued upward trend in~~same period a year ago. Due to the uncertainty surrounding the COVID-19 pandemic, we could experience higher cancellation rates compared to prior periods related to homes within our ~~year-over-year ASP.~~backlog as of March 31, 2020.

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Homebuilding Revenue, Average Selling Price, and Closings

The ~~tables~~table below ~~summarize~~summarizes homebuilding revenue, the ASP of our homes closed, and closings by reportable segment for the periods presented:


	Three Months Ended December 31,																Three Months Ended March 31,
	Homebuilding Revenue						Average Selling Price						Closings				Homebuilding Revenue						Average Selling Price						Closings
($ in thousands)	2017		2016		17 vs 16		2017		2016		17 vs 16		2017	2016	17 vs 16
$ in thousands																	2020		2019		20 vs 19		2020		2019		20 vs 19		2020	2019	20 vs 19
West	$	176,556	$	171,749	2.8	%	$	335.7	$	336.8	(0.3	)%	526	510	3.1	%	$	267,231	$	210,430	27.0	%	$	363.6	$	347.2	4.7	%	735	606	21.3	%
East	85,688		81,250		5.5	%	380.8		374.4		1.7	%	225	217	3.7	%	110,011		93,751		17.3	%	468.1		440.1		6.4	%	235	213	10.3	%
Southeast	105,510		83,127		26.9	%	335.0		310.2		8.0	%	315	268	17.5	%	110,744		116,764		(5.2	)%	360.7		370.7		(2.7	)%	307	315	(2.5	)%
Total	$	367,754	$	336,126	9.4	%	345.0		337.8		2.1	%	1,066	995	7.1	%	$	487,986	$	420,945	15.9	%	$	382.1	$	371.2	2.9	%	1,277	1,134	12.6	%

																	Six Months Ended March 31,
																	Homebuilding Revenue						Average Selling Price						Closings
$ in thousands																	2020		2019		20 vs 19		2020		2019		20 vs 19		2020	2019	20 vs 19
West																	$	521,629	$	419,374	24.4	%	$	365.0	$	347.5	5.0	%	1,429	1,207	18.4	%
East																	187,656		181,516		3.4	%	439.5		452.7		(2.9	)%	427	401	6.5	%
Southeast																	196,100		221,037		(11.3	)%	367.9		363.0		1.3	%	533	609	(12.5	)%
Total																	$	905,385	$	821,927	10.2	%	$	379.0	$	370.7	2.2	%	2,389	2,217	7.8	%

~~The increase in ASP for~~For the three and six months ended ~~December~~March 31, ~~2017 was~~2020, the ASP changes were impacted primarily by a change in mix of closings between geographies, products, and among communities within each individual market as compared to the prior year period. It was also positively impacted by our operational strategies as well as ~~improved market conditions~~continued price appreciation in certain geographies. ~~On average, we anticipate that our ASP will likely continue to increase~~

For the three and six months ended March 31, 2020, year-over-year increases in ~~future quarters, as indicated by our ASP for homes in backlog.~~

~~Closings~~closings for the ~~three months ended December 31, 2017 increased in all three segments,~~West segment were primarily ~~driven driven by (1) strong growth in~~attributable to our Las Vegas and ~~Phoenix divisions~~Southern California markets, which had higher units in beginning backlog for fiscal 2020 relative to the beginning of fiscal 2019. Closings in the ~~West~~East segment ~~where we sold a significant number of homes in certain communities; and (2) increased closings~~were up slightly year-over-year based on growth in our ~~Raleigh and Tampa divisions~~Nashville market. Southeast segment closings were down year-over-year as a result of lower beginning units in backlog for fiscal 2020 relative to the Southeast segment. This overall increase in closings was partially offset by a decline in closings in our Houston division in the West segment, where hurricane repair work has created labor constraints that resulted in increased construction cycle times.beginning of fiscal 2019.

Our higher ASP coupled with the overall increase in closings described above resulted in ~~homebuilding revenue that was up for the three months ended December 31, 2017, especially in our Southeast segment, where we experienced a significant year-over-year~~ growth in homebuilding ~~revenue.~~revenue for the quarter ended March 31, 2020 compared to the prior year quarter.

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Homebuilding Gross Profit (Loss) and Gross Margin

The following tables present our homebuilding (HB) gross profit and gross margin by reportable segment and in ~~total, as well as~~total. In addition, such amounts are presented excluding inventory impairments and abandonments and interest amortized to cost of sales (COS) ~~for the periods presented.~~. 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 impairment and abandonment charges).



	Three Months Ended March 31, 2020
$ in thousands	HB Gross Profit (Loss)			HB Gross Margin		Impairments & Abandonments (I&A)		HB Gross Profit (Loss) w/o I&A			HB Gross Margin w/o I&A		Interest Amortized to COS (Interest)		HB Gross Profit w/o I&A and Interest		HB Gross Margin w/o I&A and Interest
West	$	56,805		21.3	%	$	—	$	56,805		21.3	%	$	—	$	56,805	21.3	%
East	21,956			20.0	%	—		21,956			20.0	%	—		21,956		20.0	%
Southeast	20,654			18.7	%	—		20,654			18.7	%	—		20,654		18.7	%
Corporate & unallocated	(20,671		)			—		(20,671		)			22,660		1,989
Total homebuilding	$	78,744		16.1	%	$	—	$	78,744		16.1	%	$	22,660	$	101,404	20.8	%

	Three Months Ended March 31, 2019
$ in thousands	HB Gross Profit (Loss)			HB Gross Margin		Impairments & Abandonments (I&A)		HB Gross Profit (Loss) w/o I&A			HB Gross Margin w/o I&A		Interest Amortized to COS (Interest)		HB Gross Profit w/o I&A and Interest		HB Gross Margin w/o I&A and Interest
West	$	(49,821	)	(23.7	)%	$	92,912	$	43,091		20.5	%	$	—	$	43,091	20.5	%
East	16,432			17.5	%	—		16,432			17.5	%	—		16,432		17.5	%
Southeast	20,201			17.3	%	—		20,201			17.3	%	—		20,201		17.3	%
Corporate & unallocated	(30,960		)			16,111		(14,849		)			18,544		3,695
Total homebuilding	$	(44,148	)	(10.5	)%	$	109,023	$	64,875		15.4	%	$	18,544	$	83,419	19.8	%



	Six Months Ended March 31, 2020
$ in thousands	HB Gross Profit (Loss)			HB Gross Margin		Impairments & Abandonments (I&A)		HB Gross Profit (Loss) w/o I&A			HB Gross Margin w/o I&A		Interest Amortized to COS (Interest)		HB Gross Profit w/o I&A and Interest		HB Gross Margin w/o I&A and Interest
West	$	108,914		20.9	%	$	—	$	108,914		20.9	%	$	—	$	108,914	20.9	%
East	35,848			19.1	%	—		35,848			19.1	%	—		35,848		19.1	%
Southeast	34,114			17.4	%	—		34,114			17.4	%	—		34,114		17.4	%
Corporate & unallocated	(37,024		)			—		(37,024		)			42,329		5,305
Total homebuilding	$	141,852		15.7	%	$	—	$	141,852		15.7	%	$	42,329	$	184,181	20.3	%

	Six Months Ended March 31, 2019
$ in thousands	HB Gross Profit (Loss)			HB Gross Margin		Impairments & Abandonments (I&A)		HB Gross Profit (Loss) w/o I&A			HB Gross Margin w/o I&A		Interest Amortized to COS (Interest)		HB Gross Profit w/o I&A and Interest		HB Gross Margin w/o I&A and Interest
West	$	(5,961	)	(1.4	)%	$	92,912	$	86,951		20.7	%	$	—	$	86,951	20.7	%
East	30,828			17.0	%	—		30,828			17.0	%	—		30,828		17.0	%
Southeast	34,306			15.5	%	858		35,164			15.9	%	—		35,164		15.9	%
Corporate & unallocated	(42,702		)	—		16,260		(26,442		)			35,867		9,425
Total homebuilding	$	16,471		2.0	%	$	110,030	$	126,501		15.4	%	$	35,867	$	162,368	19.8	%

Table of Contents

Three Months Ended December 31, 2017
($ in thousands)
HB Gross
Profit (Loss)

HB Gross
Margin

Impairments &
Abandonments
(I&A)

HB Gross
Profit (Loss)w/o
I&A

HB Gross
Margin w/o
I&A

Interest
Amortized to
COS (Interest)

HB Gross Profit
w/o I&A and
Interest

HB Gross Margin
w/o I&A and
Interest
West $ 38,082
21.6 % $ —
$ 38,082
21.6 % $ —
$ 38,082
21.6 %
East 16,436
19.2 % —
16,436
19.2 % —
16,436
19.2 %
Southeast 18,578
17.6 % —
18,578
17.6 % —
18,578
17.6 %
Corporate & unallocated (12,864 ) —
(12,864 ) 16,468
3,604

Total homebuilding $ 60,232
16.4 % $ —
$ 60,232
16.4 % $ 16,468
$ 76,700
20.9 %

Three Months Ended December 31, 2016
($ in thousands)
HB Gross
Profit (Loss)

HB Gross
Margin

Impairments &
Abandonments
(I&A)

HB Gross
Profit (Loss) w/o
I&A

HB Gross
Margin w/o
I&A

Interest
Amortized to
COS
(Interest)

HB Gross Profit
w/o I&A and
Interest

HB Gross Margin
w/o I&A and
Interest
West $ 36,817
21.4 % $ —
$ 36,817
21.4 % $ —
$ 36,817
21.4 %
East 13,428
16.5 % —
13,428
16.5 % —
13,428
16.5 %
Southeast 14,577
17.5 % —
14,577
17.5 % —
14,577
17.5 %
Corporate & unallocated (11,618 ) —
(11,618 ) 15,644
4,026

Total homebuilding $ 53,204
15.8 % $ —
$ 53,204
15.8 % $ 15,644
$ 68,848
20.5 %

Our homebuilding gross profit increased by ~~$7.0~~$122.9 million to ~~$60.2~~$78.7 million for the three months ended ~~December~~March 31, ~~2017, from $53.2~~2020, compared to a loss of $44.1 million in the prior year ~~quarter, due to higher~~quarter. The increase in homebuilding ~~revenue (driven~~gross profit was primarily driven by ~~higher year-over-year closings and ASP,~~$109.0 million of impairment charges recognized on projects in progress in our Southern California market during the three months ended March 31, 2019. However, as ~~previously discussed) and higher gross margin. However,~~shown in the tables above, the comparability of our gross profit and gross margin was modestly impacted by interest amortized to homebuilding cost of sales which increased by $4.1 million period-over-period (refer to Note 6 of the notes to our condensed consolidated financial statements in this Form 10-Q). When excluding the impact of interest amortized to homebuilding cost of sales and impairments and abandonments, homebuilding gross profit increased by $18.0 million compared to the prior year quarter, while homebuilding gross margin increased by 100 basis points percent to 20.8%.

Our homebuilding gross profit increased by $125.4 million to $141.9 million for the six months ended March 31, 2020, from $16.5 million in the prior year period. The increase in gross profit was primarily driven by the above-mentioned impairment charges on projects in progress in our Southern California market during the three months ended March 31, 2019. However, similar to the three-month period discussed above, the comparability of our gross profit and gross margin for the six-month period, as shown in the tables above, was impacted by interest amortized to homebuilding cost of sales which increased by ~~$0.8~~$6.5 million, from ~~$15.6~~$35.9 million in the prior year ~~quarter~~six-month period to ~~$16.5~~$42.3 million in the current ~~quarter (see~~period (refer to Note 6 of the notes to our ~~unaudited~~ condensed consolidated financial statements in this Form 10-Q). ~~Excluding~~When excluding the impact of interest amortized to homebuilding cost of sales ~~year-over-year~~and impairments and abandonments, homebuilding gross profit increased by ~~$7.9~~$21.8 million compared to the prior year period, and our ~~homebuilding gross~~home building margin improved by 4050 basis points to ~~20.9%~~20.3%.

The year-over-year improvement in ~~our homebuilding~~ gross margin for the three and six months ended ~~December~~March 31, ~~2017, once adjusted for the item detailed above,~~2020 is due to a variety of factors, including: (1) the mix of closings between geographies/markets, individual communities within each market, and product type; (2) our pricing strategies, including the ~~resulting higher~~ margin impact on homes closed during the current quarter; (3) increased focus on managing our house costs and improving ~~our~~ cycle times; and (4) favorable discrete items in the current period, such as lower warranty costs. ~~Going forward, however, our gross margin will continue to be impacted by several headwinds, including our activation~~

Measures of land assets formerly classified as land held for future development, which generally have lower margins, the structure of some of our land purchase transactions, such as finished lot purchases, which tend to result in lower gross margins, and increasing land and direct homebuilding costs.

~~Total~~ homebuilding gross profit and gross margin after excluding inventory impairments and abandonments, interest amortized to cost of sales, and other non-recurring items ~~that we disclose~~ are not GAAP financial measures. These measures should not be considered alternatives to homebuilding gross profit and gross margin determined in accordance with GAAP as an indicator of operating performance.

In particular, the magnitude and volatility of non-cash inventory impairment and abandonment charges for the Company and ~~for~~ other homebuilders have been significant historically and, as such, have made financial analysis of our industry more difficult. Homebuilding metrics excluding these charges, as well as interest amortized to cost of sales and other similar presentations by analysts and other companies, are frequently used to assist investors in understanding and comparing the operating characteristics of homebuilding activities by eliminating many of the differences in companies' respective level of impairments and levels of debt. Management believes these non-GAAP measures enable holders of our securities to better understand the cash implications of our operating performance and our ability to service our debt obligations as they currently exist and as additional indebtedness is incurred in the future. These measures are also useful internally, helping management to compare operating results and to measure cash available for discretionary spending.

In a given period, our reported gross profit is generated from both communities previously impaired and communities not previously impaired. In addition, as indicated above, certain gross profit amounts arise from recoveries of prior period costs, including warranty

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items that are not directly tied to communities generating revenue in the period. Home closings from communities previously impaired would, in most instances, generate very low or negative gross margins prior to the impact of the previously recognized impairment. Gross margin for each home closing is higher for a particular community after an impairment because the carrying value of the underlying land was previously reduced to the present value of future cash flows as a result of the impairment, leading to lower cost of sales at the home closing. This improvement in gross margin resulting from one or more prior impairments is frequently referred to in the aggregate as the “impairment turn” or “flow-back” of impairments within the reporting period. The amount of this impairment turn may exceed the gross margin for an individual impaired asset if the gross margin for that asset prior to the impairment would have been negative. The extent to which this impairment turn is greater than the reported gross margin for the individual asset is related to the specific historical cost basis of that individual asset.

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The asset valuations that result from our impairment calculations are based on discounted cash flow analyses and are not derived by simply applying prospective gross margins to individual communities. As such, impaired communities may have gross margins that are somewhat higher or lower than the gross margins for unimpaired communities. The mix of home closings in any particular quarter varies to such an extent that comparisons between previously impaired and never impaired communities would not be a reliable way to ascertain profitability trends or to assess the accuracy of previous valuation estimates. In addition, since any amount of impairment turn is tied to individual lots in specific communities, it will vary considerably from period to period. As a result of these factors, we review the impairment turn impact on gross margin on a trailing 12-month basis rather than a quarterly basis as a way of considering whether our impairment calculations are resulting in gross margins for impaired communities that are comparable to our unimpaired communities. For the trailing 12-month period, our homebuilding gross margin was ~~16.6%~~15.3% and excluding interest and inventory impairments and abandonments, it was ~~21.3%~~20.0%. For the same trailing 12-month period, homebuilding gross margin was as follows in those communities that have previously been impaired, which represented ~~9.4%~~10.0% of total closings during this period:



Homebuilding Gross Margin from previously impaired communities:
Pre-impairment turn gross margin	(~~22.6~~2.0	)%
Impact of interest amortized to COS related to these communities	~~23.5~~4.8	%
Pre-impairment turn gross margin, excluding interest amortization	~~0.9~~2.8	%
Impact of impairment turns	17.1	%
Gross margin (post impairment turns), excluding interest amortization	~~18.0~~19.9	%

For a further discussion of our impairment policies ~~see~~and communities impaired during the prior year quarter, refer to Notes 2 and 5 of the notes to ~~unaudited~~the condensed consolidated financial statements in this Form 10-Q.

Land Sales and Other ~~Revenues~~Revenue and Gross Profit (Loss)

Land sales relate to land and lots sold that ~~did~~do not fit within our homebuilding programs and strategic plans in certain markets. ~~Other revenues included net~~In some periods, we also have other revenue related to broker fees weas well as fees received for general contractor services that we ~~performed~~perform on behalf of a third ~~party and broker fees.~~parties. The following ~~tables summarize~~table summarizes our land sales and other ~~revenues~~revenue and related gross profit (loss) by reportable segment for the periods presented:


	Land Sales and Other Revenues							Land Sales and Other Gross Profit (Loss)								Land Sales and Other Revenue								Land Sales and Other Gross Profit (Loss)
	Three Months Ended December 31,							Three Months Ended December 31,								Three Months Ended March 31,								Three Months Ended March 31,
(In thousands)	2017		2016		17 vs 16			2017			2016		17 vs 16
in thousands																2020			2019		20 vs 19			2020			2019			20 vs 19
West	$	1,415	$	—	$	1,415		$	363		$	278	$	85		$	500		$	—	$	500		$	20		$	(37,963	)	$	37,983
East	3,165		2,909		256			213			131		82			930			315		615			84			56			28
Southeast	155		206		(51		)	31			50		(19		)	(3		)	—		(3		)	(3		)	—			(3		)
Corporate and unallocated ^(a)	—		—		—			(10		)	—		(10		)	—			—		—			—			(625		)	625
Total	$	4,735	$	3,115	$	1,620		$	597		$	459	$	138		$	1,427		$	315	$	1,112		$	101		$	(38,532	)	$	38,633

^(a) ~~Corporate and unallocated includes interest and indirects related to land sold that was costed off.~~

~~Although not as significant as in the prior year periods, to~~



	Land Sales and Other Revenue							Land Sales and Other Gross Profit (Loss)
	Six Months Ended March 31,							Six Months Ended March 31,
in thousands	2020		2019		20 vs 19			2020		2019			20 vs 19
West	$	500	$	—	$	500		$	20	$	(37,963	)	$	37,983
East	1,325		1,296		29			101		96			5
Southeast	7		77		(70		)	9		(4		)	13
Corporate and unallocated ^(a)	—		—		—			—		(625		)	625
Total	$	1,832	$	1,373	$	459		$	130	$	(38,496	)	$	38,626

To further support our efforts to reduce ~~our~~ leverage, we continued to focus on closing on a number of land sales in the three and six months ended ~~December~~March 31, ~~2017~~2020 for land positions that did not fit within our strategic plans. ~~We expect additional land sales to occur during the remainder of our fiscal 2018. However, future~~Future land and lot sales will depend on a variety of factors, including local market conditions, individual community performance, and changing strategic plans.

In addition, during the three and six months ended March 31, 2019, we recognized $38.6 million of impairment charges in our West segment related to land held for sale assets California. Please see Note 5 of the notes to the condensed consolidated financial statements in this Form 10-Q for additional details.

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Operating Income (Loss)

The table below summarizes operating income ~~(loss)~~ by reportable segment for the periods presented:


	Three Months Ended December 31,									Three Months Ended March 31,								Six Months Ended March 31,
(In thousands)	2017			2016			17 vs 16
in thousands										2020			2019			20 vs 19		2020			2019			20 vs 19
West	$	21,110		$	21,015		$	95		$	33,223		$	(107,018	)	$	140,241	$	63,554		$	(82,757	)	$	146,311
East ^(a)	7,396			1,557			5,839			11,513			6,929			4,584		16,834			12,324			4,510
Southeast	6,910			5,015			1,895			8,814			7,324			1,490		11,970			8,704			3,266
Corporate and Unallocated ^(b)(a)	(28,735		)	(26,312		)	(2,423		)	(37,126		)	(46,185		)	9,059		(71,988		)	(73,715		)	1,727
Operating income ^(c)	$	6,681		$	1,275		$	5,406
Operating income (loss) ^(b)										$	16,424		$	(138,950	)	$	155,374	$	20,370		$	(135,444	)	$	155,814

^(a) Operating income for our East segment for the three months ended December 31, 2016 was impacted by a charge to G&A of $2.7 million related to the write-off of a deposit on a legacy investment in a development site that we deemed uncollectible.

^(b) Corporate and unallocated operating loss ~~includes:~~includes amortization of capitalized ~~interest; movement in~~interest and capitalized ~~indirects;~~indirect costs, expenses related to numerous shared services functions that benefit all segments but are not allocated to the operating ~~segments;~~segments, and certain other amounts that are not allocated to our operating segments.

^(c)(b) Operating ~~income is~~loss for the 2019 period presented was impacted by impairment ~~and abandonment~~ charges ~~incurred during the periods presented~~ (see Note 5 of the notes to our ~~unaudited~~ condensed consolidated financial statements in this Form 10-Q).

Our operating income increased by ~~$5.4~~$155.4 million to ~~$6.7~~$16.4 million for the three months ended ~~December~~March 31, ~~2017,~~2020, compared to ~~$1.3~~an operating loss of $139.0 million for the three months ended ~~December~~March 31, ~~2016. This resulted from a $7.0 million increase~~2019, driven primarily by the previously discussed decline in ~~homebuilding~~ gross profit due to impairment charges incurred during the three months ended March 31, 2019, partially offset by ~~(1) higher year-over-year commissions due~~increases in SG&A costs and depreciation and amortization compared to ~~higher homebuilding revenue (however, commissions expense as a percentage of homebuilding revenue was down slightly by 10 basis points year-over-year); and (2) an increase in G~~the prior year quarter. While SG&A (Gcosts increased compared to the prior year quarter, SG&A as a percentage of total ~~revenues, however, was down~~revenue each declined by 70 basis points ~~year-over-year).~~year-over-year.

For the six months ended March 31, 2020, operating income increased by $155.8 million to $20.4 million, compared to operating loss in the prior year period of $135.4 million. The increase was primarily driven by the previously discussed decline in ~~G&A spend was mainly~~gross profit due to impairment charges incurred during the three months ended March 31, 2019, partially offset by slightly higher ~~sales~~SG&A costs and ~~marketing costs as we prepare for growth, incentive compensation increases related~~depreciation and amortization compared to the prior year quarter. However, SG&A declined year-over-year ~~improvement in the business and the expansion~~as a percentage of ~~our active adult business under the Gatherings brand.~~total revenue by 50 basis points.

Below operating income (loss), we ~~had two noteworthy year-over-year fluctuations as follows: (1)~~experienced an increase in other expense, net, for the three and six months ended ~~December~~March 31, ~~2017, we had~~2020, primarily due to a ~~decline~~year-over-year increase in ~~our other expense, net, mainly driven by a reduction in our~~ interest ~~expense~~costs not qualified to be capitalized; and (2) we recorded a loss of $25.9 million on the extinguishment of debt during the current three months versus zero in the prior year due to the management of our debt portfolio, primarily driven by redeeming a portion of our 2019 and 2023 Senior Notes (seefor capitalization. See Note 76 of the notes to our ~~unaudited~~ condensed consolidated financial statements in this Form 10-Q for a further discussion of these ~~items).~~items.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets from the businesses that we acquire. The Company's entire goodwill balance is related to the Venture Homes acquisition that occurred during fiscal 2018. The Company evaluates goodwill for impairment at the reporting unit level annually or more often if indicators of impairment exist. Due to the market downturn caused by the COVID-19 pandemic, as of March 31, 2020, we tested our goodwill for impairment taking into consideration the current and expected future market conditions and determined that the fair value of the reporting unit exceeded its carrying value, and therefore, our goodwill was not impaired.

To the extent that there is further deterioration in market or overall economic conditions, it is possible that our conclusion regarding the fair value of a reporting unit could change, which could result in future goodwill impairments that have an adverse effect on our financial position and results of operations.

Income ~~taxes~~Taxes

Our income tax assets and liabilities and related effective tax rate are affected by various factors, the most significant of which is the valuation allowance recorded against ~~substantially all~~a portion of our deferred tax ~~assets, which was partially released in the fourth quarter of our fiscal 2015.~~assets. Due to the effect of our valuation allowance adjustments beginning in fiscal 2008, a comparison of our annual effective tax rates must consider the changes in our valuation allowance. As such, our effective tax rates ~~had~~have not been meaningful metrics, as our income tax ~~expense/benefit~~benefit/expense was not directly correlated to the amount of pretax income or loss for the associated periods. Beginning in ~~our~~ fiscal 2016, the Company ~~started~~began using an annualized effective tax rate in interim periods to determine its income tax ~~expense/benefit,~~benefit/expense, which we believe more closely correlates with our periodic pretax income or ~~loss in periods.~~loss. The annualized effective tax rate will continue to be impacted by discrete tax items.

Our current ~~quarter~~fiscal year-to-date income tax expense was primarily driven by ~~the remeasurement of our deferred~~income tax ~~assets that resulted from the reduced federal corporate tax rate related to the Tax Cuts and Jobs Act enacted~~expense on ~~December 22, 2017 and, to a lesser extent, the loss in~~ earnings from continuing operations, ~~in the current fiscal year. The tax benefit for the three months ended December 31, 2016 was primarily driven by our loss from continuing operations,~~partially offset by the ~~Company's~~ completion of work necessary to claim ~~$1.2~~$0.8 million in energy efficient homebuilding tax credits ~~which were recorded during our fiscal 2017 but related to our fiscal 2016.~~

As discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, we executed a restructuring effort in the first quarter of the current fiscal year that involved changes in the legal forms and tax elections for certain of our operating entities. These efforts were undertaken to reduce our effective tax rate to an amount that is in-line with our peers, while also providing cash tax savings in jurisdictions where we no longer have significant loss carryforwards available. We expect our fiscal 2018 annualized effective tax rate, inclusive of the rate change from the Tax Cuts and Jobs Act but excluding the impact of discrete items recorded in the period, to be approximately 27%. We expect our fiscal 2019 will be approximately 24% and remain at or near that level in subsequent fiscal years.

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~~See~~related to closings from prior fiscal years. The tax benefit for the six months ended March 31, 2019 was primarily driven by the loss from continuing operations, which included the impairments on projects in progress and land held for sale assets, and the completion of work necessary to claim $5.4 million in tax credits related to closings from prior fiscal years. Refer to Note 1011 of the notes to our ~~unaudited~~ condensed consolidated financial statements included in this Form 10-Q for a further discussion of our income taxes.

Three ~~months ended December~~Months Ended March 31, ~~2017~~2020 as compared to ~~2016~~2019

West Segment: Homebuilding revenue increased ~~2.8%~~by 27.0% for the three months ended ~~December~~March 31, ~~2017~~2020 compared to the prior year quarter ~~primarily~~ due to a ~~3.1%~~21.3% increase in closings, ~~(particularly~~ in ~~our Las Vegas and Phoenix markets, where closings grew more than 50%)~~addition to a 4.7% increase in ASP. Compared to the prior year quarter, homebuilding gross profit increased by $106.6 million due to the previously discussed impairment charges during the three months ended March 31, 2019. Excluding impairments, homebuilding gross margin increased to 21.3%, ~~slightly offset~~up from 20.5% in the prior year quarter. The increase in gross margin was driven primarily by a ~~year-over-year decrease~~combination of lower sales incentives and lower direct construction costs period-over-period. The $140.2 million increase in ~~ASP of 0.3%. As~~operating income compared to the prior year quarter ~~our homebuilding gross profit increased by $1.3 million~~was due to the ~~increase in revenue already~~previously discussed ~~as well as an increase in homebuilding gross margin from 21.4% to 21.6%. Gross margin increased~~impairment charges, partially offset by higher commissions and G&A expenses in the majority of our markets in the West segment, particularly in Las Vegas where our communities continue to gain momentum. The small increase in operating income resulted from the aforementioned increase in homebuilding gross profit, offset by an increase in commissions expense and G&A costs on higher homebuilding revenue.segment.

East Segment: Homebuilding revenue increased by ~~5.5%~~17.3% for the three months ended ~~December~~March 31, ~~2017~~2020 compared to the prior year quarter due to a ~~3.7%~~10.3% increase in closings, ~~(particularly~~ in ~~our Nashville and Virginia markets, offset by~~addition to a ~~lower year-over-year activity in our Indianapolis market) and a 1.7%~~6.4% increase in ASP. ~~As compared~~Compared to the prior year quarter, ~~our~~ homebuilding gross profit increased by ~~$3.0~~$5.5 million ~~as well as an~~due to the increase in ~~our~~homebuilding revenue and higher gross margin, which increased from ~~16.5%~~17.5% to ~~19.2%~~20.0%. ~~This~~The increase in gross margin was ~~attributable to the shift~~driven primarily by lower sales incentives period-over-period. The increase of closings between markets, as well as margin improvement in the majority of the divisions in this segment, particularly in Nashville and Virgina, due to our pricing strategies resulting from favorable market conditions and community mix. The $5.8$4.6 million ~~increase~~ in operating income ~~resulted from~~was primarily due to the ~~additional~~previously discussed increase in gross profit, ~~as previously discussed, as well as lower~~partially offset by higher commissions and G&A ~~costs compared to~~expenses in the ~~prior year quarter.~~segment.

Southeast Segment: Homebuilding revenue ~~increased~~decreased by ~~26.9%~~5.2% for the three months ended ~~December~~March 31, ~~2017~~2020 compared to the prior year quarter due to a ~~17.5% increase~~2.7% decrease in ~~closings (particularly~~ASP, in ~~our Raleigh and Tampa markets) and an 8.0% increase~~addition to a 2.5% decrease in ~~ASP. Our~~closings. Compared to the prior year quarter, homebuilding gross profit ~~in the Southeast segment increased~~decreased by ~~$4.0~~$0.5 million due to the ~~aforementioned climb~~decrease in homebuilding revenue, ~~and a slight~~partially offset by higher gross margin, which increased from 17.3% to 18.7%. The increase in gross margin ~~from 17.5% to 17.6%, which~~ was primarily driven ~~by our Florida markets due to the mix of communities and product type, as well as our pricing strategies resulting from favorable market conditions.~~lower direct construction costs. The increase in operating income of ~~$1.9~~$1.5 million ~~resulted from the higher gross profit already described, offset by higher commissions on additional homebuilding revenue and higher G&A costs~~was primarily due to ~~our business growth~~the previously discussed increase in ~~this region.~~gross margin as well as lower commissions and G&A expenses in the segment.

Corporate and Unallocated: Our Corporate and unallocated results ~~include:~~include amortization of capitalized ~~interest; movement in~~interest and capitalized ~~indirects;~~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~~March 31, ~~2017,~~2020, corporate and unallocated net costs ~~increased by $2.4~~were up $9.1 million from the prior year quarter ~~primarily~~ due to ~~(1)~~ a ~~year-over-year~~$16.7 million write off of capitalized interest and indirect costs related to the impairment of assets in the West segment in the prior year period, partially offset by an increase in the proportion of interest ~~amortized~~and indirect costs expensed to cost of sales period-over-period and higher corporate G&A costs.

Six Months EndedMarch 31, 2020 as compared to 2019

West Segment: Homebuilding revenue increased by 24.4% for the six months ended March 31, 2020 compared to the six months ended March 31, 2019 due to a 18.4% increase in closings, in addition to an increase in ASP of ~~$0.8~~5.0%. Compared to the prior year period, homebuilding gross profit increased by $114.9 million ~~(see Note 6~~due to the previously discussed impairment charges during the three months ended March 31, 2019. Excluding impairments, homebuilding gross margin increased to 20.9%, up from 20.7%% in the prior year period. The increase in gross margin was driven primarily by a a shift in product and community mix. The $146.3 million year-over-year increase in operating income was the result of the ~~notes~~previously discussed previously discussed impairment charges, partially offset by higher commissions and G&A expenses in the segment.

East Segment: Homebuilding revenue increased by 3.4% for the six months ended March 31, 2020 compared to ~~our unaudited condensed consolidated financial statements included~~the six months ended March 31, 2019 due to a 6.5% increase in ~~this Form 10-Q);~~closings, partially offset by a 2.9% decrease in ASP. Compared to the prior year period, homebuilding gross profit increased by $5.0 million due to an increase in homebuilding revenue as well as an increase in homebuilding gross margin, from 17.0% to 19.1%. The increase in gross margin was driven primarily by lower sales incentives as well as changes in product and ~~(2)~~community mix. The $4.5 million increase in operating income compared to the prior year period was primarily due to the previously discussed increase in gross margin, partially offset by higher commissions and G&A expenses in the segment.

Southeast Segment: Homebuilding revenue decreased by 11.3% compared to the six months ended March 31, 2019 due to a 12.5% decrease in closings, partially offset by a 1.3% increase in ASP. Compared to the prior year period, homebuilding gross profit decreased by $0.2 million over the same period due to the decrease in homebuilding revenue partially offset by an increase in gross margin from 15.5% to 17.4%. The increase in gross margin is driven in part by lower direct construction costs, partially offset by a $0.9 million inventory impairment during the prior year period. The $3.3 million increase in operating income compared

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to the prior year period was driven by the aforementioned increase in gross margin as well as lower G&A costs during the current year period.

Corporate and Unallocated: For the six months ended March 31, 2020, corporate and unallocated net costs decreased by $1.7 million over the prior year period. The decrease was primarily attributable to a $16.9 million write off of capitalized interest and indirect costs related to the impairment of assets in the West segment during the six months ended March 31, 2019, partially offset by an increase in the proportion of interest and indirect costs expensed to cost of sales period-over-period and higher corporate ~~costs incurred due to business growth, including costs associated with the opportunity to increase the scope of our Gatherings projects for active adults and business improvement.~~G&A costs.

~~Derivative Instruments and Hedging Activities~~

We are exposed to fluctuations in interest rates. From time-to-time, we may enter into derivative agreements to manage interest costs and hedge against risks associated with fluctuating interest rates. However, as of December 31, 2017, we were not a party to any such derivative agreements. We do not enter into or hold derivatives for trading or speculative purposes.

Liquidity and Capital Resources

Our sources of liquidity include, but are not limited to, ~~(1)~~ cash from ~~operations; (2)~~operations, proceeds from Senior Notes, our Secured Revolving Credit Facility (the Facility) and other bank ~~borrowings; (3)~~borrowings, the issuance of equity and equity-linked ~~securities;~~securities, and ~~(4)~~ other external sources of funds. Our short-term and long-term liquidity depends primarily upon our level of net income, working capital management (cash, accounts receivable, accounts payable and other liabilities), and available credit facilities.

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Cash, cash equivalents, and restricted cash ~~decreased~~increased as follows for the periods presented:

Three Months Ended December 31,
(In thousands) 2017 2016
Cash used in operating activities $ (102,224 ) $ (62,834 )
Cash used in investing activities (4,039 ) (2,604 )
Cash used in financing activities (8,452 ) (3,252 )
Net decrease in cash, cash equivalents and restricted cash $ (114,715 ) $ (68,690 )



	Six Months Ended March 31,
in thousands	2020			2019
Cash used in operating activities	$	(45,913	)	$	(83,034	)
Cash used in investing activities	(5,342		)	(15,502		)
Cash provided by financing activities	241,008			43,926
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	189,753		$	(54,610	)

Operating ~~Activities.~~ ~~Our net~~Activities

Net cash used in operating activities was ~~$102.2~~$45.9 million for the ~~three~~six months ended ~~December~~March 31, ~~2017, compared~~2020. The primary drivers of operating cash flows are typically cash earnings and changes in inventory levels, including land acquisition and development spending. Net cash used in operating activities during the period was primarily driven by an increase in inventory of $89.2 million resulting from land acquisition, land development, and house construction spending to ~~$62.8~~support continued growth, partially offset by a net decrease in non-inventory working capital balances of $15.9 million, and income from continuing operations before income taxes of $17.4 million, which included $10.1 million of non-cash charges.

Net cash used in operating activities was $83.0 million for the ~~three~~six months ended ~~December~~March 31, ~~2016. The~~2019, primarily driven by an increase in ~~cash used in operations was primarily attributed~~inventory of $88.5 million resulting from land acquisition, land development, and house construction spending to ~~the~~support continued growth, and an increase in ~~our land-related spending, as well as the asset acquisitions~~non-inventory working capital balances of $17.2 million, partially offset by income from ~~Bill Clark Homes,~~continuing operations before income taxes of $135.6 million, which ~~approximated $29.0 million. We spent $141.7~~included $158.6 million ~~on land and land development activities during the three months ended December 31, 2017,~~ of which $20.5 million related to the Bill Clark Homes acquisition, an increase of $38.5 million, or 37.3%, compared to $103.2 million in land-related spending for the three months ended December 31, 2016. The level of land and land development spend, which partly drives our change in inventory, has a significant impact on our cash flows from operating activities in both periods. We expect our spend on land and land development activities to increase during the remainder of our fiscal 2018 as we continue to grow our community count.non-cash charges.

Investing ~~Activities.~~ Activities

Net cash used in investing activities for the six months ended March 31, 2020 and March 31, 2019, was ~~$4.0~~$5.3 million and $15.5 million, respectively, primarily driven in both periods by capital expenditures for model homes.

Financing Activities

Net cash provided by financing activities was $241.0 million for the ~~three~~six months ended ~~December~~March 31, ~~2017, mainly~~2020 driven by ~~capital expenditures, primarily~~net borrowings under the Facility, as discussed below, partially offset by common stock repurchases under our share repurchase program, tax payments for ~~model homes.~~ stock-based compensation awards vesting, cash settlement of performance-based restricted stock, and repayment of other miscellaneous borrowings.

Net cash ~~used in investing~~provided by financing activities was ~~$2.6~~$43.9 million for the ~~three~~six months ended ~~December~~March 31, ~~2016,~~2019 driven by ~~capital expenditures, primarily for model homes, and~~net borrowings under the Facility, partially offset by ~~a return of capital from~~common stock repurchases under our ~~unconsolidated entities.~~

~~Financing Activities.~~ ~~Net cash used in financing activities was $8.5 million~~share repurchase program, tax payments for stock-based compensation awards vesting, the ~~three months ended December 31, 2017 due to~~ repayment of ~~certain debt issuances (including a portion of our 2019 and 2023 Senior Notes and~~ other miscellaneous ~~borrowings)~~borrowings, and the payment of ~~cash for~~ debt issuance costs related to our newly issued Senior Notes due 2027 (the 2027 Notes, discussed below), offset by the proceeds from the same 2027 Notes. Net cash used in financing activities was $3.3 million for the three months ended December 31, 2016, due to payments made on secured notes payable used to acquire certain land parcels.costs.

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Financial ~~Position.~~Position

As of ~~December~~March 31, ~~2017,~~2020, our liquidity position consisted ~~of:~~

~~$177.8~~of $294.3 million in cash and cash ~~equivalents;~~equivalents including a fully drawn $250.0 million revolving credit facility.

~~$165.8~~The unprecedented public health and governmental efforts to contain the COVID-19 pandemic have created significant uncertainty as to general economic and housing market conditions for the remainder of 2020 and beyond. 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 reasonably anticipated requirements for funds to conduct our operations and meet other needs in the ordinary course of our business. While we believe we have an adequate liquidity position as of the date of this report, we are taking steps to maximize positive cash flow, in case a lack of liquidity in the economy resulting from the responses to the COVID-19 pandemic limits our access to third party funding. In particular, on March 13, 2020, we elected to draw down all of the $250.0 million ~~of remaining capacity~~available amounts under the ~~Facility (due~~Facility. In addition, we are limiting cash expenditures, including by temporarily reducing or deferring land acquisition and development and general and administrative spending.

During this time, we may also engage in capital markets, bank loan, 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 ~~use~~terms of ~~the Facility to secure $34.2 million in letters of credit; as discussed below, we further increased~~and/or expand the capacity of the Facility (including as described below), 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. However, with the uncertainty surrounding the COVID-19 pandemic, our ability to engage in such transactions will likely be constrained by ~~$20.0 million during the current quarter);~~volatile or tight economic, capital, credit and

~~$12.1 million of restricted cash, the majority of which is used to secure certain stand-alone letters of credit.~~

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. We expect to be able to meet our liquidity needs in fiscal 2018 and to maintain a significant liquidity position, subject to changes in financial market conditions, ~~that would alter our expectations for land and land development expenditures or capital market transactions, which could increase or decrease our cash balance on a period-to-period basis.~~

~~Debt.~~ During the first quarter of our fiscal 2018, we issued and sold $400.0 million aggregate principal amount of 5.875% unsecured Senior Notes due October 2027 (the 2027 Notes). We also redeemed a portion of our outstanding Senior Notes due 2019 and 2023, mainly by utilizing the proceeds received from the 2027 Notes issued, as well as ~~cash on hand. This debt repurchase activity resulted in a loss on extinguishment~~lender interest and capacity and our liquidity, leverage and net worth. Accordingly, we can provide no assurance as to the successful completion of, ~~debt~~or the operational limitations arising from, any one or series of ~~$25.9 million during the three months ended December 31, 2017. See Note 7~~such transactions. For further discussion of the ~~notes to~~potential impacts from the COVID-19 pandemic on our ~~unaudited condensed consolidated financial statements in this Form 10-Q for more information about our borrowings, including a description of our newly issued 2027 Notes.~~capital resources and liquidity, see Part II, Item 1A – Risk Factors below.

Debt

We generally fulfill our short-term cash requirements with cash generated from ~~our~~ operations and available borrowings. Additionally, we maintain the Facility, which ~~has a~~had total ~~capacity~~borrowings of ~~$200~~$250.0 million and ~~an available~~no additional capacity ~~of $165.8 million~~remaining as of ~~December~~March 31, ~~2017~~2020 after considering our outstanding ~~letters of credit~~borrowings backed by the Facility of ~~$34.2~~$250.0 million. ~~During the first quarter~~We had no letters of our fiscal 2018, we executed a Fourth Amendment to the Facility. The Fourth Amendment (1) extends the termination date of the Facility from February 15, 2019 to February 15, 2020; (2) increases the maximum aggregate amount of commitmentscredit outstanding under the Facility ~~(including borrowings and letters~~as of credit) from $180.0 million to $200.0 million; and (3) includes a condition that allows the facility to be increased by an additional $50.0 million to $250.0 million, subject to the approval of any lenders providing any such increase.

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March 31, 2020.

We have also entered into a number of stand-alone, cash secured letter of credit agreements with banks. These combined facilities provide for letter of credit needs collateralized by either cash or assets of the Company. We currently have ~~$10.7~~$16.7 million of outstanding letters of credit under these facilities, ~~(in addition to the $34.2 million outstanding letters of credit backed by the Facility),~~ which are secured by cash collateral that is maintained in restricted accounts totaling ~~$10.9~~$17.1 million.

To provide greater letter of credit capacity, the Company has also entered into a reimbursement agreement, which provides for the issuance of performance letters of credit, and an unsecured credit agreement that provides for the issuance of up to $50.0 million of standby letters of credit to backstop the Company's obligations under the reimbursement agreement (collectively, the "Bilateral Facility"). The Bilateral Facility will terminate on June 10, 2021. As of March 31, 2020, the total stated amount of performance letters of credit issued under the reimbursement agreement was $39.4 million (and the stated amount of the backstop standby letter of credit issued under the credit agreement was $40.0 million)

On April 27, 2020 (the Eighth Amendment Effective Date), the Company executed an Eighth Amendment to the Facility, which, among other things, (1) reduces the aggregate collateral ratio (as defined in the Facility) from 4.00:1.00 to 2.50:1.00 for period commencing on the Eighth Amendment Effective Date through September 30, 2020; (2) reduces the after-acquired property exclusionary conditions (as defined in the Facility) from the product of the aggregate amount of the commitments multiplied by 4.0 to the product of the aggregate amount of commitments multiplied by 2.5 for the period commencing on the Eighth Amendment Effective Date though September 30, 2020; (3) restricts the repurchase of the Company's capital stock through open market transactions for the period commencing on the Eighth Amendment Effective Date through September 30, 2020; and (4) reduces the aggregate amount of other investments (as defined in the Facility) that can be made by the Company from $100.0 million to $50.0 million for the period commencing on the Eight Amendment Effective Date through September 30, 2020. The Eighth Amendment to the Facility was executed as part of our effort to enhance financial flexibility. We expect to remain in compliance with the terms of our debt covenants (as in effect both before and after the execution of the Eighth Amendment to the Facility) and despite the uncertainty surrounding the COVID-19 pandemic.

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In the future, we may from ~~time-to-time~~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. ~~We also may seek to expand our business through acquisition, which may be funded through cash, additional debt or equity.~~ In addition, any material variance from our projected operating results could require us to obtain additional equity or debt financing. There can be no assurance that we will be able to complete any of these transactions in the future on favorable terms or at all. See Note 7 of the notes to our ~~unaudited~~ condensed consolidated financial statements in this Form 10-Q for ~~more information.~~additional details related to our borrowings.

Credit ~~Ratings.~~ Ratings

Our credit ratings are periodically reviewed by rating agencies. In ~~September 2017,~~November 2019, Moody's reaffirmed the Company's issuer ~~default debt~~corporate family rating of ~~B3. Moody’s~~B3 and stable outlook onfor the ~~Company remains positive.~~Company. In ~~August 2017,~~March 2020, S&P reaffirmed the Company's corporate credit rating of ~~B-.~~B- and revised the outlook for the Company to stable. In October ~~2017,~~2019, Fitch reaffirmed the Company's long-term issuer default rating of B- and ~~revised its outlook from stable to positive.~~withdrew ratings for commercial reasons. These ratings and our current credit condition affect, among other things, our ability to access new capital. 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.~~ ~~The Company did not repurchase any shares in~~Paid

During the ~~open market during~~first quarter of fiscal 2019, the ~~three months ended December 31, 2017 or 2016. Any future stock repurchases, to the extent allowed by our debt covenants, must be approved by the Company’s~~Company's Board of Directors orapproved a share repurchase program that authorizes the Company to repurchase up to $50.0 million of its ~~Finance Committee.~~outstanding common stock. As part of this program, the Company repurchased common stock during fiscal 2019 through open market transactions, 10b5-1 plans, and accelerated share repurchase (ASR) agreements, totaling $34.6 million. The Company repurchased 362 thousand shares of its common stock for $3.3 million at an average price per share of $9.20 during the six months ended March 31, 2020 through open market transactions. While, as of March 31, 2020, the remaining availability of the share repurchase program was $12.0 million, in light of the COVID-19 pandemic, the Company does not intend to make additional repurchases under the program for the remainder of the current fiscal year.

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~~six months ended ~~December~~March 31, ~~2017~~2020 or ~~2016.~~2019.

Off-Balance Sheet Arrangements and Aggregate Contractual ~~Commitments.~~Commitments

Lot Option Contracts

We historically have attempted to control a portion of our land supply through lot option contracts. As of ~~December~~March 31, ~~2017,~~2020, we controlled ~~22,324~~19,654 lots. We owned ~~76.1%~~71.7%, or ~~16,979~~14,100 of these lots, and ~~5,345~~the remaining 5,554 of these lots, or ~~23.9%~~28.3%, were under option contracts with land developers and land bankers, which generally require the payment of cash or the posting of a letter of credit for the right to acquire lots during a specified period of time at a certain price. ~~We historically have attempted to control a portion of our land supply through options.~~ As a result of the flexibility that these options provide us, upon a change in market conditions (as we are currently experiencing as a result of the COVID-19 pandemic), we may renegotiate the terms of the options prior to exercise or terminate the agreement. Under option contracts, 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 and other non-refundable amounts incurred, which totaled approximately ~~$92.9~~$67.6 million as of ~~December~~March 31, ~~2017.~~2020. The total remaining purchase price, net of cash deposits, committed under all options was ~~$380.4~~$382.4 million as of ~~December~~March 31, ~~2017.~~2020. Based on market conditions and our liquidity, we may further expand our use of option agreements to supplement our owned inventory supply.

We expect to exercise, subject to market conditions and seller satisfaction of contract terms, most of our option contracts. 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.

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Investments in Unconsolidated Entities

Occasionally, we use legal entities in which we have less than a controlling interest. We enter into the majority of these arrangements with land developers, other homebuilders, and financial partners to acquire attractive land positions, to manage our risk profile, and to leverage our capital base. The underlying land positions are developed into finished lots for sale to the unconsolidated entity’s members or other third parties. We account for our interest in unconsolidated entities under the equity method.

Historically, we and our partners have provided varying levels of guarantees of debt or other obligations of our unconsolidated entities. As of ~~December~~March 31, ~~2017,~~2020, we ~~have~~had no repayment guarantees outstanding related to the debt of our unconsolidated entities. See Note 4 of the notes to our ~~unaudited~~ condensed consolidated financial statements in this Form 10-Q for more information.

~~Table~~Letters of ~~Contents~~

Credit and Performance Bonds

WeIn connection with the development of our communities, we are frequently required to provide performance, maintenance, and other bonds and letters of credit in support of our related obligations with respect to such developments. The amount of such obligations outstanding at any time varies in accordance with our pending development activities. In the event any such bonds or letters of credit are drawn upon, we would be obligated to reimburse the issuer of such bonds or letters of credit. As of March 31, 2020, we had outstanding letters of credit and performance bonds of approximately ~~$229.3~~$56.1 million ~~as of December 31, 2017,~~and $265.6 million, respectively, primarily related ~~principally~~ to our obligations to local governments to construct roads and other improvements in various developments.

Derivative Instruments and Hedging Activities

We are exposed to fluctuations in interest rates. From time-to-time, we may enter into derivative agreements to manage interest costs and hedge against risks associated with fluctuating interest rates. However, as of March 31, 2020, we were not a party to any such derivative agreements. We do not enter into or hold derivatives for trading or speculative purposes.

Critical Accounting ~~Policies:~~Policies

Our critical accounting policies require the use of judgment in their application ~~and/or~~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 ~~develop~~reach a different conclusion. As disclosed in our ~~2017~~2019 Annual Report, our most critical accounting policies relate to ~~(1)~~ inventory valuation (projects in progress, land held for future development, and land held for sale)~~; (2) homebuilding revenues~~, revenue recognition, warranty reserves, and ~~costs; (3) warranty reserves; and (4)~~ income tax valuation allowances and ownership changes. ~~Since~~ ~~September 30, 2017, there~~There have been no significant changes to ~~these~~our critical accounting ~~policies.~~policies during the six months ended March 31, 2020 as compared to the significant accounting policies described in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2019 Annual Report on Form 10-K.

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FORWARD-LOOKING STATEMENTS

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 ~~the~~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 “estimate,” “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” "outlook," “goal,” “target” or other similar words or phrases. ~~All forward-looking statements are based upon information available to us as of the date they are made.~~

These forward-looking statements ~~are subject to~~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 events or 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 ~~in performance~~ is contained in Part I, Item 1A— Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017, as well as Item 1A of this Form 10-Q.~~2019. 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 potential negative impact of the COVID-19 pandemic, which, in addition to exacerbating each of the risks listed below, may include a significant decrease in demand for our homes or consumer confidence generally with respect to purchasing a home, an inability to sell and build homes in a typical manner or at all, increased costs or decreased supply of building materials or the availability of subcontractors, housing inspectors, and other third-parties we rely on to support our operations, and recognizing charges in future periods, which may be material, for goodwill impairments, inventory impairments and/or land option contract abandonments;

our ability to raise debt and/or equity capital, due to factors such as limitations in the capital markets (including market volatility) or adverse credit market conditions, which have worsened and may continue to worsen as a result of the COVID-19 pandemic, 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;

the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions;

economic changes nationally or in local markets, changes in consumer confidence, wage levels, declines in employment levels, inflation or increases in the quantity and decreases in the price of new homes and resale homes on the market;

~~the cyclical nature of the homebuilding industry and a potential deterioration in homebuilding industry conditions;~~

factors affecting margins, such as decreased land values underlying land option agreements, increased land development costs on communities under development or delays or difficulties in implementing initiatives to reduce our production and overhead cost structure;

~~the availability and cost of land and the risks associated with the future value of our inventory, such as additional asset impairment charges or write-downs;~~

shortages of or increased prices for labor, land or raw materials used in housing production, and the level of quality and craftsmanship provided by our subcontractors;

the availability and cost of land and the risks associated with the future value of our inventory, such as asset impairment charges we took on select California assets during the second quarter of fiscal 2019;

factors affecting margins, such as 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 production and overhead cost structure;

estimates related to homes to be delivered in the future (backlog) are imprecise, as they are subject to various cancellation risks that cannot be fully controlled;

~~a substantial increase~~increases in mortgage interest rates, increased disruption in the availability of mortgage financing, ~~the recent change~~changes in tax laws or otherwise regarding the deductibility of mortgage interest ~~for tax purposes~~expenses and real estate taxes or an increased number of foreclosures;

government actions, policies, programs and regulations directed at or affecting the housing market (including the Tax Cuts and Jobs Act, the Dodd-Frank Act and the tax benefits associated with purchasing and owning a home);

~~changes in existing tax laws or enacted corporate income tax rates, including pursuant to the Tax Cuts and Jobs Act;~~

our cost of and ability to access capital, due to factors such as limitations in the capital markets or adverse credit market conditions, and otherwise meet our ongoing liquidity needs, including the impact of any downgrades of our credit ratings or reductions in our tangible net worth or liquidity levels;

~~our ability to reduce our outstanding indebtedness and to comply with covenants in our debt agreements or satisfy such obligations through repayment or refinancing;~~

increased competition or delays in reacting to changing consumer preferences in home design;

~~weather conditions~~natural disasters or other related events that could result in delays in land development or home construction, increase our costs or decrease demand in the impacted areas;

~~estimates related to~~ the potential recoverability of our deferred tax assets;

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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, including water intrusion issues in Florida;~~claims;

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the cost and availability of insurance and surety bonds, as well as the sufficiency of these instruments to cover potential losses incurred;

the ~~performance of our unconsolidated entities and our unconsolidated entity partners;~~

~~the~~ impact of information technology failures, cybersecurity issues or data security breaches;

terrorist acts, natural disasters, acts of war or other factors over which the Company has little or no control; or

the impact on homebuilding in key markets of governmental regulations limiting the availability of water.

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 ~~for management~~ to predict all such factors.

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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~~March 31, ~~2017, our Junior Subordinated Notes were our only variable-rate~~2020, we had variable rate debt ~~outstanding.~~outstanding totaling approximately $317.1 million. A one percent increase in the interest rate for these notes would result in an increase of our interest expense by ~~$1.0~~approximately $3.5 million over the next twelve-month period. The estimated fair value of our fixed-rate debt as of ~~December~~March 31, ~~2017~~2020 was ~~$1.34~~$0.88 billion, compared to a ~~carrying value~~principal amount of ~~$1.26~~$1.12 billion. 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 ~~$1.34~~$0.88 billion to ~~$1.41~~$0.93 billion as of ~~December~~March 31, ~~2017.~~2020.

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~~March 31, ~~2017~~2020, at a reasonable assurance level.

Attached as exhibits to this Quarterly Report on 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 ~~as such,~~ should be read in conjunction with the certifications of the CEO and CFO.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal ~~controls~~control over financial reporting during the quarter ended ~~December~~March 31, ~~2017~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 5. Other Information

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of our legal proceedings, see Note 89 of the notes to our ~~unaudited~~ condensed consolidated financial statements in this Form 10-Q.

Item 1A. Risk Factors

Th~~ere~~Except as set forth below, as of the date of this report, 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, ~~2017.~~2019.

Our business could be materially and adversely disrupted by an epidemic or pandemic (such as the present outbreak and worldwide spread of COVID-19), or similar public threat, or fear of such an event, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it.

An epidemic, pandemic or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, and/or along with any associated economic and/or social instability or distress, have a material adverse impact on our consolidated financial statements.

On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and many states and municipalities have since declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world, including quarantines, “stay-at-home” or "shelter in place" orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations.

In response to these steps, in mid-March 2020, we temporarily closed our sales centers, model homes and design studios to the general public and shifted to an appointment-only personalized home sales process where permitted, following recommended social distancing and other health and safety protocols when meeting in person with a customer. In addition, we shifted our corporate and division office functions to work remotely. These measures, combined with limiting our construction operations to authorized activities and a reduction in the availability, capacity and efficiency of municipal and private services necessary to the progress of land development, homebuilding, completing mortgage loans and delivering homes, which in each case has varied by market depending on the scope of the restrictions local authorities have established, have tempered our sales pace and delayed home deliveries in the latter part of March and through the date of this report. We also prioritized our warranty service activities to respond to emergency repair requests, and otherwise on a by-exception basis. We are uncertain of the potential full magnitude or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, which include, among other things, significant volatility in financial markets and a sharp decrease in the value of equity securities, including our common stock. In addition, we can provide no assurance as to whether the COVID-19 public health effort will be intensified to such an extent that we will not be able to conduct any business operations in certain of our served markets or at all for an indefinite period.

Our business could also be negatively impacted over the medium-to-longer term if the disruptions related to the COVID-19 pandemic decrease consumer confidence generally or with respect to purchasing a home; cause civil unrest; or precipitate a

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prolonged economic downturn and/or an extended rise in unemployment or tempering of wage growth, any of which could lower demand for our products; impair our ability to sell and build homes in a typical manner or at all, generate revenues and cash flows, and/or access the Facility or the capital or lending markets (or significantly increase the costs of doing so), as may be necessary to sustain our business; increase the costs or decrease the supply of building materials or the availability of subcontractors and other talent, including as a result of infections or medically necessary or recommended self-quarantining, or governmental mandates to direct production activities to support public health efforts; and/or result in our recognizing charges in future periods, which may be material, for goodwill impairments, inventory impairments, and/or land option contract abandonments. Any sustained or prolonged reductions in future earnings periods may change our conclusions on whether we are more likely than not to realize portions of our deferred tax assets. The inherent uncertainties surrounding the COVID-19 pandemic, due in part to rapidly changing governmental directives, public health challenges and progress, and market reactions thereto, also makes it more challenging for our management to estimate the future performance of our business and develop strategies to generate growth or achieve any initial or revised objectives for 2020.

Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively, we would expect to experience, among other things, decreases in our net orders, homes delivered, average selling prices, revenues and profitability, some of which we have experienced in the last few weeks of our second quarter and the first few weeks of our third quarter, and such impacts could be material to our consolidated financial statements in the third quarter and beyond. In addition, should public health efforts related to the COVID-19 pandemic intensify to such a degree that we cannot operate in some or all of our served markets, the number of home orders we receive and home deliveries we complete, if any during such period (which may be prolonged), may be significantly lower than historical norms. Along with an increase in cancellations of home purchase contracts, if there are prolonged government restrictions on our business and our customers, and/or an extended economic recession, we could be unable to produce revenues and cash flows sufficient to conduct our business; meet the terms of our covenants and other requirements under the Facility, our senior notes and the related indenture, and/or mortgages and land contracts due to land sellers and other loans; service our outstanding debt. Such a circumstance could, among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt obligations, which we may be unable to do.

Item 6. Exhibits



~~4.1~~ 10.45	Indenture, dated as of October 10, 2017, between the Company, the Guarantors and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8-K filed on October 10, 2017)
~~4.2~~	~~Form of 5.875% Senior Note due 2027 (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8-K filed on October 10, 2017)~~
~~4.3~~	Registration Rights Agreement, dated as of October 10, 2017, between the Company, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers. (incorporated herein by reference to Exhibit 4.3 of the Company’s Form 8-K filed on October 10, 2017)
~~10.1~~	~~Fourth~~Eighth Amendment to the Second Amended and Restated Credit Agreement, dated as of ~~September 24, 2012,~~April 27, 2020, among the Company, as borrower, the lenders ~~party thereto, the~~and issuers party thereto, and Credit Suisse AG, Cayman Islands ~~Brach,~~Branch, acting as agent, ~~as amended (incorporated herein by reference to Exhibit 10.1 of~~and the ~~Company’s Form 8-K filed on October 24, 2017)~~other parties signatory thereto.
10.2*	~~Form of 2014 Long-Term Incentive Plan Award Agreement for Performance Shares (Named Executive Officers)~~
10.3*	Changes to Employment Agreement dated September 18, 2014 by and between Kenneth F. Khoury and the Company (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 8, 2018)
31.1	Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14 promulgated under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101~~ 101.INS	~~The following financial statements from Beazer Homes USA, Inc.'s Quarterly Report on Form 10-Q for the period ended December 31, 2017, filed on February 6, 2018, formatted in~~ XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Income, (iii) Unaudited Condensed Consolidated Statements of Cash Flows and (iv) Notes to Unaudited Condensed Consolidated Financial Statements. Instance Document

101.SCH	XBRL Schema Document

101.CAL	XBRL Calculation Linkbase Document

101.LAB	XBRL Labels Linkbase Document

101.PRE	XBRL Presentation Linkbase Document

101.DEF	XBRL Definition Linkbase Document

* Represents a management contract or compensatory plan or arrangement.

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SIGNATURES

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.



Date:	~~February 6, 2018~~April 30, 2020	Beazer Homes USA, Inc.

		By:		/s/ Robert L. Salomon
			Name:	Robert L. Salomon
				Executive Vice President and Chief Financial Officer

4554



(In thousands)	Three Months Ended December 31, 2016
Consolidated Statements of Cash Flows:
Net cash used in investing activities (as originally reported)	$	(4,162	)
Movements in restricted cash	1,558
Net cash used in investing activities (as re-casted)	$	(2,604	)



	As of December 31, 2017				As of September 30, 2017
(In thousands)	Carrying Amount ^(a)		Fair Value		Carrying Amount ^(a)		Fair Value
Senior Notes ^(b)	$	1,257,902	$	1,338,675	$	1,259,840	$	1,355,657
Junior Subordinated Notes	62,453		62,453		61,937		61,937
	$	1,320,355	$	1,401,128	$	1,321,777	$	1,417,594



	Three Months Ended
	December 31, 2017
Expected life of options	5.0 years
Expected volatility	44.71		%
Expected dividends	—
Weighted average risk-free interest rate	2.06		%
Weighted average fair value	$	8.49