Beazer Homes USA
BZH
#6843
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Beazer Homes USA - 10-Q quarterly report FY


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20594

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 31, 1997
or

( ) 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 (I.R.S. employer
incorporation or organization) identification no.)

5775 Peachtree Dunwoody Road, Suite C-550, Atlanta, Georgia 30342
(Address of principal executive offices) (Zip Code)

(404) 250-3420
(Registrant's telephone number, including area code)

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 twelve 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
---- ----

Class Outstanding at February 13, 1998
--------- --------------------------------
Common Stock, $0.01 par value 6,064,180 shares

Series A Cumulative Convertible
Exchangeable Preferred Stock,
$0.01 par value 2,000,000 shares




Page 1 of 16 Pages
Exhibit Index Appears on Page 15
BEAZER HOMES USA, INC.
FORM 10-Q

INDEX

Page No.
--------

PART I FINANCIAL INFORMATION

Item 1 Financial Statements

Condensed Consolidated Balance Sheets,
December 31. 1997(unaudited) and September 30, 1997 3

Unaudited Condensed Consolidated Statements of Operations,
Three Months Ended December 31. 1997 and 1996 4

Unaudited Condensed Consolidated Statements of Cash Flows,
Three Months Ended December 31. 1997 and 1996 5

Notes to Condensed Consolidated Financial Statements 6

Item 2 Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10

PART II OTHER INFORMATION

Item 6 Exhibits and Reports on Form 8-K 15

SIGNATURES 16



2
Part I. Financial Information

BEAZER HOMES USA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)


<TABLE>
<CAPTION>

DECEMBER 31, SEPTEMBER 30,
1997 1997
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents.......................... $ -- $ 1,267
Accounts receivable................................ 2,146 7,114
Inventory.......................................... 423,945 361,945
Property, plant and equipment, net................. 10,629 11,592
Goodwill, net...................................... 9,454 5,664
Other assets....................................... 16,588 12,013
-------- --------
Total assets....................................... $462,762 $399,595
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable............................. $ 26,081 $ 44,443
Other payables and accrued liabilities............. 21,495 30,866
Revolving credit facility.......................... 120,000 30,000
Senior notes....................................... 115,000 115,000
-------- --------
Total liabilities.................................. 282,576 220,309
Stockholders' equity:
Preferred stock (par value $.01 per share,
5,000,000 shares authorized, 2,000,000 issued
and outstanding; $50,000 aggregate liquidation
preference)...................................... 20 20
Common stock (par value $.01 per share,
30,000,000 shares authorized,
9,355,957 issued,
6,064,180 outstanding)........................... 93 93
Paid in capital.................................... 187,798 187,798
Retained earnings.................................. 45,620 44,802
Unearned restricted stock.......................... (1,362) (1,444)
Treasury stock (3,291,777 shares).................. (51,983) (51,983)
-------- --------
Total stockholders' equity......................... 180,186 179,286
-------- --------
Total liabilities and stockholders' equity......... $462,762 $399,595
-------- --------
-------- --------
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED DECEMBER 31,
----------------------
<S> <C> <C>
1997 1996
---------- ----------
Total revenue................................................ $ 155,626 $ 161,083
Costs and expenses:
Home construction and land sales........................... 130,475 135,371
Interest................................................... 3,047 2,740
Selling, general and administrative........................ 19,296 18,773
---------- ----------
Operating income............................................. 2,808 4,199
Other income................................................. 150 190
---------- ----------
Income before income taxes................................... 2,958 4,389
Provision for income taxes................................... 1,139 1,712
---------- ----------
Net income................................................... $ 1,819 $ 2,677
---------- ----------
---------- ----------
Preferred dividends.......................................... $ 1,000 $ 1,000
Net income applicable to common stockholders................. $ 819 $ 1,677
Net income per common share:
Basic...................................................... $ 0.14 $ 0.27
Diluted.................................................... $ 0.14 $ 0.26
Weighted average number of shares (in thousands):
Basic...................................................... 5,834 6,310
Diluted.................................................... 6,041 6,459
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)


<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 30,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................................ $ 1,819 $ 2,677
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization................................... 677 408
Changes in operating assets and liabilities,
net of effects of acquisitions
Increase in inventory........................................... (45,070) (26,658)
Decrease in trade accounts payable.............................. (20,037) (10,514)
Other changes................................................... (8,895) (10,498)
--------- ---------
Net cash used by operating activities............................... (71,506) (44,585)
--------- ---------
Cash flows from investing activities:
Acquisitions, net of cash acquired.................................. (16,766) 0
Capital expenditures................................................ (1,995) (390)
--------- ---------
Net cash used by investing activities............................... (18,761) (390)
--------- ---------
Cash flows from financing activities:
Proceeds from revolving credit facility, net........................ 90,000 37,000
Treasury stock purchased............................................ 0 (789)
Dividend paid on preferred stock.................................... (1,000) (1,000)
--------- ---------
Net cash provided by financing activities........................... 89,000 35,211
--------- ---------
Decrease in cash and cash equivalents............................... (1,267) (9,764)
Cash and cash equivalents at beginning of period.................... 1,267 12,942
--------- ---------
Cash and cash equivalents at end of period.......................... $ 0 $ 3,178
--------- ---------
--------- ---------
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5
BEAZER HOMES USA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
Beazer Homes USA, Inc. ("Beazer" or the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions to Form 10-Q and Article 10
of Regulation S-X. Consequently, such financial statements do not include all
of the information and disclosures required by generally accepted accounting
principles for complete financial statements. Accordingly, for further
information, the reader of this Form 10-Q should refer to the audited
consolidated financial statements of the Company incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended September 30, 1997.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included in the accompanying condensed financial statements.

(2) Inventory

A summary of inventory is as follows (dollars in thousands):

<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
------------ -------------
<S> <C> <C>
Finished homes............... $ 81,300 $ 69,609
Development projects in
progress................... 290,801 231,692
Unimproved land held for
future development......... 19,419 34,792
Model homes.................. 32,425 25,852
-------- --------
$423,945 $361,945
-------- --------
-------- --------
</TABLE>

Development projects in progress consist principally of land, land
improvement costs and, if applicable, construction costs for houses that are
in various stages of development but not ready for sale. Certain of the
finished homes in inventory are reserved by a deposit or sales contract.

6
BEAZER HOMES USA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(3) Interest

The following table sets forth certain information regarding interest:

<TABLE>
<CAPTION>
Three Months Ended
December 31,
-------------------
(in thousands) 1997 1996
-------- --------
<S> <C> <C>
During the period:
Interest incurred.......... $4,615 $3,181
------ ------
------ ------
Previously capitalized
interest amortized to
costs and expenses....... $3,047 $2,740
------ ------
------ ------
At the end of the period:
Capitalized interest
in ending Inventory...... $8,424 $5,994
------ ------
------ ------
</TABLE>

(4) Earnings Per Share

During the first quarter of fiscal 1998, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." As a
result, all previously reported earnings per share data has been restated to
conform with SFAS No. 128. Basic and diluted earnings per share were
calculated as follows:

<TABLE>
<CAPTION>
Quarter Ended
December 31,
-----------------
1997 1996
------ ------
<S> <C> <C>
Earnings
Net income.......................... $1,819 $2,677
Less: Dividends on preferred shares. 1,000 1,000
------ ------
Net income applicable to common
shareholders.................... $ 819 $1,677
------ ------
------ ------

Basic:
Net income applicable to
common shareholders.............. $ 819 $1,677
Weighted average number of
common shares outstanding....... 5,834 6,310
Basic earnings per share........... $ 0.14 $ 0.27

Diluted:
Net income applicable to
common shareholders............. $ 819 $1,677
------ ------

Weighted average number of
common shares outstanding........ 5,834 6,310

Effect of dilutive securities-
Restricted stock................. 162 140
Options to acquire common stock.. 45 9
------ ------
Diluted weighted average number
of common shares outstanding..... 6,041 6,459
Diluted earnings per share......... $ 0.14 $ 0.26

</TABLE>

7
BEAZER HOMES USA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

The computation of diluted earnings per share for the three months ended
December 31, 1997 and 1996 excludes the assumed conversion of 2.0 million
shares of Series A Cumulative Convertible Exchangeable Preferred Stock ($50.0
million aggregate liquidation preference) issued in August 1995 into 2.6
million shares of common stock at the conversion price of $19.05 since the
effect of such conversion is antidilutive for these periods. Options to
purchase 224,500 shares of common stock were not included in the computation
of diluted EPS because the options' exercise price was greater than the
average market price of the common shares.

(5) Credit Agreement

The Company maintains a revolving line of credit with a group of banks.
The credit agreement provides for up to $200 million of unsecured borrowings.
Borrowings under the credit agreement generally bear interest at a fluctuating
rate based upon the corporate base rate of interest announced by the lead bank,
the federal funds rate or LIBOR. All outstanding borrowings under the credit
agreement will be due in February 2001. The Credit Agreement contains various
operating and financial covenants. Each of the Company's significant
subsidiaries is a guarantor under the Credit Agreement.

The credit agreement includes a financial covenant limiting the dollar
value of Land (as defined)owned by the Company to the amount of its Tangible Net
Worth (as defined). At December 31, 1997 the value of Land owned by the Company
exceeded this maximum by approximately $6 million. The Company has received a
waiver from each of the participating banks in the credit facility relating to
this covenant. The Company expects to be in compliance with this covenant by
March 31, 1998, through its use of land in the ordinary course of business.

(6) Acquisitions

On November 28, 1997 the Company acquired the assets of the Orlando,
Florida homebuilding operations of Calton Homes of Florida, Inc. for
approximately $16.8 million. The allocation of the purchase price, which is
subject to final adjustment, resulted in approximately $3.9 million of goodwill.

(7) Recent Accounting Pronouncements

In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income,"("SFAS 130"), and Statement No. 131, "Disclosures about Segments of an
Enterprise and Related Information,"("SFAS 131"). Both SFAS 130 and SFAS 131
become effective for fiscal periods beginning after December 15, 1997 with early
adoption permitted. The Company is evaluating the effects these statements will
have on its financial reporting and disclosures. The statements will have no
effect on the Company's results of operations, financial position, capital
resources or liquidity.


8
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table presents certain operating and financial data for the
Company (dollars in thousands):

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
-----------------------------------
1997 1996
----------------------- ----------
%
AMOUNT CHANGE AMOUNT
---------- ----------- ---------
<S> <C> <C> <C>
Number of new orders,
net of cancellations: (a)
Southeast Region....................... 417 13.0% 369
Southwest Region....................... 573 5.1 545
Central Region......................... 96 (20.0) 120
------- --------
Total.................................. 1,086 5.0 1,034
------- --------
------- --------
Number of closings:
Southeast Region....................... 415 9.8% 378
Southwest Region....................... 469 (21.8) 600
Central Region......................... 154 14.1 135
------- --------
Total.................................. 1,038 (6.7) 1,113
------- --------
------- --------
Total revenue:
Southeast Region....................... 66,179 3.3% $ 64,069
Southwest Region....................... 63,443 (16.7) 76,144
Central Region......................... 26,004 24.6 20,870
------- --------
Total.................................. 155,626 (3.4) $161,083
------- --------
------- --------
Average sales price per home closed:
Southeast Region....................... 159.5 (5.9)% $ 169.5
Southwest Region....................... 135.3 6.6 126.9
Central Region......................... 168.9 9.2 154.6
Total.................................. 149.9 3.6 144.7
Backlog units at end of period:
Southeast Region....................... 603 5.6% 571
Southwest Region....................... 583 (6.7) 625
Central Region......................... 150 (0.7) 151
------- --------
Total.................................. 1,336 (0.8) 1,347
------- --------
------- --------
Aggregate sales value of homes
in backlog at end of period:............. $212,650 7.3% $198,265

Number of active subdivisions
at end of period:
Southeast Region....................... 113 31.4% 86
Southwest Region....................... 61 35.6 45
Central Region......................... 32 3.2 31
------- --------
Total.................................. 206 27.2 162
------- --------
------- --------
</TABLE>

- -----------------------

(a) New orders for the three months ended December 31, 1997 do not include 96
homes in backlog acquired from Calton Homes of Florida, Inc.

9
BEAZER HOMES USA, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


OVERVIEW:

Beazer Homes USA, Inc. (the "Company" and "Beazer") designs, builds and sells
single family homes in the Southeast, Southwest and Central regions of the
United States. The Company's Southeast Region includes Georgia, North
Carolina, South Carolina, Tennessee and Florida, its Southwest Region
includes Arizona, California and Nevada and its Central Region includes
Texas. The Company intends, subject to market conditions, to expand in its
current markets and to consider entering new markets through expansion from
existing markets ("satellite expansion") or through acquisitions of
established regional homebuilders. On November 28, 1997 the Company acquired
the assets of the Orlando operations of Calton Homes Florida, Inc. ("Calton")
for approximately $16.8 million.

The Company's homes are designed to appeal primarily to entry-level and first
move-up home buyers, and are generally offered for sale in advance of their
construction. The majority of homes are sold pursuant to standard sales
contracts entered into prior to commencement of construction. Once a
contract has been signed, the Company classifies the transaction as a "new
order." Such sales contracts are usually subject to certain contingencies
such as the buyer's ability to qualify for financing. Homes covered by such
sales contracts are considered by the Company as its "backlog." The Company
does not recognize revenue on homes in backlog until the sales are closed and
the risk of ownership has been transferred to the buyer.

The Company began offering mortgage origination services for its local
homebuilders through branch offices of Beazer Mortgage Corp. ("Beazer
Mortgage") during 1996. Beazer Mortgage originates mortgages principally for
homebuyers of Beazer Homes. Beazer Mortgage does not hold or service the
mortgages. Beazer Mortgage net operating results are included in costs of
home construction of the homebuilding operations of the Company.

During the first quarter of fiscal 1998 the Company also entered into a joint
venture agreement with Corporacion GEO, the largest builder of affordable
homes in Mexico, to build homes in the United States. The joint venture will
focus exclusively on the development, construction and sale of affordable
housing throughout the U.S., priced between $35,000 and $45,000. The joint
venture is owned 60% by Corporacion GEO and 40% by Beazer. Development is
scheduled to begin on the venture during fiscal 1998, however the Company
does not anticipate a significant contribution to operating results during
fiscal 1998.

NEW ORDERS AND BACKLOG: The increase in new orders for the three month period
ended December 31, 1997 compared to the same period in 1996 is principally
the result of an increase in the number of active subdivisions. Each of the
Company's operating regions contributed to an increase in the number of
active subdivisions, and both the Southeast and Southwest region experienced
an increase in new orders. The Company's Central region did not recognize an
increase in new orders for the comparable periods as a result of delays in
the opening of several subdivisions in that region. The Company believes
that the increased active subdivision levels will contribute to positive new
order growth during the remainder of fiscal 1998.

10
BEAZER HOMES USA, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


The number of homes in backlog at December 31, 1997 decreased compared to
December 31, 1996 principally because of a lower level of backlog entering
the period. The dollar value of backlog at December 31, 1997, however, is
greater than that at December 31, 1996 reflecting a change in mix of the
Company's markets as well as increases in the average sales price of homes in
backlog in all regions.

RESULTS OF OPERATIONS:

The following table shows certain items in the Company's statements of income
expressed as a percentage of total revenue.

<TABLE>
<CAPTION>

Three Months Ended
December 31,
------------------
1997 1996
-------- -------
<S> <C> <C>
Total revenue................. 100.0% 100.0%
Costs of home construction
and land sales.............. 83.8 84.0
Interest...................... 2.0 1.7
Selling, general and
administrative........... 12.4 11.7
Operating income.............. 1.8 2.6
</TABLE>

REVENUES: The decrease in revenues for the three months ended December 31,
1997 compared to the same period in 1996 is principally the result of reduced
closings in the Company's Southwest region. Lower backlog levels entering
the quarter ended December 31, 1997 was the primary reason for the decrease
in the Southwest. The Company's Southeast and Central regions, however,
experienced increases in both revenues and closings for the comparable
periods. The increase in the Southeast region is attributable to a
substantially higher number of closings in South Carolina and Florida
resulting from higher opening backlog figures for the respective periods and
the contribution of the acquired Calton operations (16 closings and $2.5
million in revenues). The increase in the Company's Central region is the
result of higher opening backlog levels in this region.

COST OF HOME CONSTRUCTION AND LAND SALES: The cost of home construction and
land sales as a percentage of revenues decreased for the three month period
ended December 31, 1997 compared to the same period in 1996. The decrease is
largely attributable to expansion of the Company's profitability initiatives,
specifically design centers and mortgage origination operations. The Company
is now operating design centers in seven states and mortgage origination
operations in eight states. This compares to six and three states with
design centers and mortgage origination operations, respectively, at December
31, 1996. Additionally, substantially improved gross margins in the Company's
California operations contributed to the overall decrease in the cost of home
construction and land sales as a percentage of revenues for the three month
period ended December 31, 1997 compared to the same period in fiscal 1997.

11
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE: Selling, general and
administrative expenses increased as a percentage of total revenues for the
three month period ended December 31, 1997 compared to the same period in the
prior year. This increase can be attributed to higher overhead and marketing
costs associated with the increase in active subdivision levels in most of
the Company's markets.

AMORTIZATION OF PREVIOUSLY CAPITALIZED INTEREST: Amortization of previously
capitalized interest expense as a percentage of revenues for the three months
ended December 31, 1997 is greater than the comparable period in 1996 as a
result of increased borrowing levels associated with the Company's increased
investment in inventory during the quarter.

INCOME TAXES: The decrease in the Company's effective income tax rate from
39.0% for the three month period ended December 31, 1996 compared to 38.5%
for the same period at December 31, 1997 is principally the result of a
reduction in the overall state effective income tax rate.

FINANCIAL CONDITION AND LIQUIDITY:

At December 31, 1997 the Company had $120 million of outstanding borrowings
under its $200 million unsecured revolving credit facility. The Company
fulfills its short-term cash requirements with cash generated from its
operations and unused funds available from its unsecured revolving credit
facility. Available borrowings under this credit agreement are limited to
certain percentages of homes under contract, unsold homes, substantially
improved lots and accounts receivable. At December 31, 1997 the Company had
available additional borrowings of $25 million under the credit agreement.
During the quarter ended December 31, 1997 the company utilized borrowings
under its credit agreement of approximately $16.8 million for the acquisition
of the Orlando, Florida operations of Calton Homes of Florida, Inc.

The credit agreement includes a financial covenant limiting the dollar value
of Land (as defined)owned by the Company to the amount of its Tangible Net
Worth (as defined). At December 31, 1997 the value of Land owned by the
Company exceeded this maximum by approximately $6 million. The Company has
received a waiver from each of the participating banks in the credit facility
relating to this covenant through March 31, 1998. The Company expects to be
in compliance with this covenant by March 31, 1998, through its use of land
in the ordinary course of business.

All significant subsidiaries of Beazer Homes USA, Inc. are guarantors of the
Senior Notes and are jointly and severally liable for the Company's
obligations under the Senior Notes. Separate financial statements and other
disclosures concerning each of the significant subsidiaries are not included,
as the aggregate assets, liabilities, earnings and equity of the subsidiaries
equal such amounts for the Company on a consolidated basis and separate
subsidiary financial statements are not considered material to investors.
The total assets, revenues and operating profit of the non-guarantor
subsidiaries are in the aggregate immaterial to the Company on a consolidated
basis. Neither the Credit Agreement nor the Senior Notes restrict
distributions to Beazer Homes USA, Inc. by its subsidiaries.

The Company has utilized, and will continue to utilize, land options as a
method of controlling and subsequently acquiring land. At December

12
31, 1997 the Company had 9,975 lots under option.  At December 31, 1997, the
Company had commitments with respect to option contracts with specific
performance obligations of approximately $46.7 million. The Company expects to
exercise all of its option contracts with specific performance obligations and,
subject to market conditions, substantially all of its options contracts without
specific performance obligations.

Management believes that the Company's current borrowing capacity at December
31, 1997, and anticipated cash flows from the operations is sufficient to meet
liquidity needs for the foreseeable future. There can be no assurance, however,
that amounts available in the future from the Company's sources of liquidity
will be sufficient to meet the Company's future capital needs. The amount and
types of indebtedness that the Company may incur may be limited by the terms of
the Indenture governing its Senior Notes and its Credit Agreement. The Company
continually evaluates expansion opportunities through acquisition of established
regional homebuilders and such opportunities may require the Company to seek
additional capital in the form of equity or debt financing from a variety of
potential sources, including additional bank financing and/or securities
offerings.

13
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

This quarterly report on form 10Q contains "forward-looking statements" within
the meaning of the federal securities laws. These forward-looking statements
include, among others, statements concerning the Company's outlook for future
quarters, overall and market specific volume trends, pricing trends and forces
in the industry, cost reduction strategies and their results, the Company's
expectations as to funding its capital expenditures and operations during 1998,
and other statements of expectations, beliefs, future plans and strategies,
anticipated events or trends, and similar expressions concerning matters that
are not historical facts. The forward-looking statements in this report are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements. The most
significant factors that could cause actual results to differ materially from
those expressed in the forward-looking statements include, but are not limited
to, the following:

- Economic changes nationally or in one of the Company's local markets

- Volatility of mortgage interest rates

- Increased competition in some of the Company's local markets

- Increased prices for labor, land and raw materials used in the
production of houses

- Increased land development cost on projects under development

- Any delays in reacting to changing consumer preference in home design

- Delays or difficulties in implementing the Company's initiatives to
reduce its production and overhead cost structure.


14
PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

10.17 Employment Agreement dated as of January 13, 1998
between the Company and Michael H. Furlow (filed
herewith).

10.18 Employment Agreement dated as of January 21, 1998
between the Company and Cory Boydston (filed
herewith).

27 Financial Data Schedule

(b) Reports on Form 8-K:

The Company did not file any reports on Form 8-K during the quarter
ended December 31, 1997.


15
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.



Beazer Homes USA, Inc.

Date: February 13, 1998 By: /s/ David S. Weiss
----------------- ----------------------------
Name: David S. Weiss
Executive Vice President and
Chief Financial Officer


16