e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File No: 001-12822
A. |
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Full title of the plan and the address of the plan, if different from that
of the issuer named below: |
BEAZER HOMES USA, INC. 401(k) PLAN
1000 Abernathy Road
Suite 1200
Atlanta, Georgia 30328
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office: |
Beazer Homes USA, Inc.
1000 Abernathy Rd
Suite 1200
Atlanta, Georgia 30328
REQUIRED INFORMATION
The Beazer Homes USA, Inc. 401(k) Plan (Plan) is subject to the Employee Retirement Income
Security Act of 1974 (ERISA), as amended. Therefore, in lieu of the requirements of Items 1-3 of
Form 11-K, the financial statements of the Plan as of and for the years ended December 31, 2010 and
2009, and the supplemental schedule as of December 31, 2010, which have been prepared in accordance
with the financial reporting requirements of ERISA, are attached hereto as Appendix 1 and
incorporated herein by this reference. Written consent to the incorporation of the Plans
financial statements in registration statements on Form S-8 and Form S-3 under the Securities Act
of 1933 is attached hereto as Appendix 2.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees have duly
caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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BEAZER HOMES USA, INC. 401(k) PLAN
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By: |
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/s/ Jennifer P. Jones |
June 24, 2011 |
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Jennifer P. Jones |
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Plan Administrator
Beazer Homes USA, Inc. |
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/s/ Kenneth F. Khoury |
June 24, 2011 |
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Kenneth F. Khoury |
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Executive Vice-President and General Counsel
Beazer Homes USA, Inc. |
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APPENDIX 1
Beazer Homes USA, Inc.
401(k) Plan
Financial Statements as of and for the Years Ended December 31,
2010 and 2009, Supplemental Schedule as of December 31, 2010
and Report of Independent Registered Public Accounting Firm
Beazer Homes USA, Inc.
401(k) Plan
Table of Contents
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3 |
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Financial Statements: |
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4 |
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5 |
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6 |
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Supplemental Schedule: |
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16 |
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All other schedules required by Section 2520.103-10 of the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974,
as amended, have been omitted because they are not applicable. |
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2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants in and Plan Administrator of
Beazer Homes USA, Inc. 401(k) Plan
Atlanta, Georgia
We have audited the accompanying statements of net assets available for benefits of Beazer Homes
USA, Inc. 401(k) Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets
available for benefits for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2010
is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plans management. Such schedules have been
subjected to the auditing procedures applied in our audit of the basic 2010 financial statements
and, in our opinion, are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 24, 2011
3
Beazer Homes USA, Inc. 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2010 |
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2009 |
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Participant directed investments, at fair value |
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$ |
69,972,410 |
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$ |
66,956,614 |
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Receivables: |
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Participant loans |
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1,017,860 |
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1,105,234 |
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Other |
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144 |
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155,794 |
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Net assets available for benefits, at fair value |
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70,990,414 |
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68,217,642 |
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Adjustment
from fair value to contract value for fully-benefit-responsive Stable Value Fund |
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(81,535 |
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223,287 |
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Net assets available for benefits |
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$ |
70,908,879 |
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$ |
68,440,929 |
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4
Beazer Homes USA, Inc. 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
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Year Ended December 31, |
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2010 |
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2009 |
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Contributions: |
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Participants |
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$ |
4,131,286 |
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$ |
3,892,303 |
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Employer |
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1,424,350 |
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1,193,433 |
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Rollovers |
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266,731 |
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111,311 |
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Total contributions |
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5,822,367 |
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5,197,047 |
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Investment income: |
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Interest and dividends |
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1,429,113 |
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1,375,136 |
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Net appreciation in fair value of investments |
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6,739,834 |
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12,224,796 |
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Net investment income |
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8,168,947 |
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13,599,932 |
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Distributions to participants |
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(11,497,048 |
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(14,789,979 |
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Administrative expenses |
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(26,316 |
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(12,856 |
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Net increase in net assets available for benefits |
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2,467,950 |
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3,994,144 |
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Net assets available for benefits: |
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Beginning of year |
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68,440,929 |
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64,446,785 |
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End of year |
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$ |
70,908,879 |
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$ |
68,440,929 |
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See accompanying notes to financial statements.
5
Beazer Homes USA, Inc. 401(k) Plan
Notes to Financial Statements
1. Description of Plan
The following description of the Beazer Homes USA, Inc. 401(k) Plan (the Plan) provides only
general information. Participants should refer to the Plan document for a more complete
description of the Plans provisions.
General The Plan is a defined contribution plan established to encourage and assist employees in
saving and investing payroll withholdings for the purpose of receiving retirement benefits. The
Plan is a savings and investment plan covering eligible employees of Beazer Homes USA, Inc. and
subsidiaries (the Company). The Plan is administered by a committee appointed by the Companys
Board of Directors and is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA), as amended.
Eligibility All employees who have attained 21 years of age are automatically enrolled in the
Plan at a contribution rate of 4% of his/her pretax eligible earnings on the first day of the month
following the completion of 30 days of service. If an employee does not make an election, these
contributions are initially invested in an age-based target retirement date investment fund. An
employee has the option to change his/her contribution rate at any time which changes are effective
on the first day of the following month and investment election(s) at any time which changes are
effective as soon as administratively feasible.
Contributions Contributions to the Plan are comprised of salary deferral contributions by Plan
participants, Company matching contributions, Company discretionary contributions, and rollovers
from other plans. Non-highly compensated employees may elect to make a salary deferral
contribution of 1% to 80% of annual compensation on a pre-tax basis, up to the annual dollar
Internal Revenue Service (IRS) limits. There is an administrative limit on the salary deferral
contributions of highly compensated employees equal to 8% of annual compensation on a pre-tax
basis, up to the annual dollar IRS limits. In addition, the Companys matching contributions are
discretionary, but the Company has historically made Company matching contributions equal
to 50% of the first 6% of annual earnings contributed by the employees. The Company did make such
matching contributions for the years ended December 31, 2010 and 2009.
The Company may elect, at the discretion of the Board of Directors, to make an additional
discretionary contribution. The Company did not make any additional discretionary contributions
for the years ended December 31, 2010 or 2009.
Participant Accounts Individual accounts are maintained for each Plan participant. Participant
accounts are credited with participant and Company contributions and an allocation of the Plans
earnings and charged with withdrawals and an allocation of the Plans losses and administrative
expenses, as applicable. The benefit to which a participant is entitled is the vested balance in
his or her account.
6
Gains and losses on plan investments are allocated between all participants accounts in the same
proportion that each participants account bears to the total of all participants accounts within
specified investment funds.
Each participant may direct the investment of his or her account to the various investment options
offered by the Plan, which includes a Company stock fund (see Note 6).
Vesting of Benefits Participants become vested in the Company discretionary contributions and
the Company matching contributions in accordance with the following schedule:
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Completed Years of Service |
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Percentage Vested |
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Less than two years |
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0 |
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Two, but less than three years |
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25 |
% |
Three, but less than four years |
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50 |
% |
Four, but less than five years |
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75 |
% |
Five years or more |
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100 |
% |
Amounts forfeited upon termination are used to reduce future Company contributions. At December
31, 2010 and 2009, forfeited non-vested accounts available to reduce future Company contributions
totaled approximately $5,000 and $55,000, respectively. During the years ended December 31, 2010
and 2009 the Companys contributions were reduced by approximately $271,000 and $393,000,
respectively, for forfeitures.
The participant salary deferral contributions are fully vested and non-forfeitable at all times.
Distributions Upon normal retirement, permanent disability, death or termination of employment
the participant or his or her designated beneficiary may receive his or her vested interest in the
Plan in the form of a lump-sum payment.
Participant Loans A participant may request a loan equal to part or all of the value of his or
her salary deferral contributions and the vested portion of the Company matching contributions
subject to a minimum of $1,000, but not to exceed the lesser of (1) one-half of the participants
vested percentage of his account or (2) $50,000 reduced by the highest outstanding loan amount in
the past 12 months. Such loans bear interest at a fixed rate for the term of the loan, equal to
the prime rate at the beginning of the month in which the loan is made plus 1% (4.25% at December
31, 2010 and 2009, respectively). The loan balance is collateralized by the participants account.
Upon retirement or termination of the participants employment, distributions from a participants
account are made net of the outstanding loan balance. The loans are repaid through salary
withholdings over periods generally ranging from one to five years except that the repayment period
for loans made for the purchase of a home may range from one to ten years. These periods may be
extended for leaves of absences due to military duty or disability.
Payment of Benefits On termination of service, a participant with a vested balance greater than
$1,000 in the plan may 1) elect to receive a lump-sum amount equal to the
7
participants vested interest in his or her account or 2) elect to leave his or her investments in
the Plan until such time as the participant elects to receive such funds or the participants
death.
Administrative Expenses Administrative costs and expenses are generally paid by the Company,
with the exception of miscellaneous charges for loans and distributions.
2. Summary of Significant Accounting Policies
Basis of Accounting The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Investment Valuation and Income Recognition The Fidelity Managed Income Portfolio Fund is a
stable value fund established under the Declaration of Trust for the Fidelity Group Trust for
Employee Benefit Plans (the Stable Value Fund or Fund). The beneficial interest of each
participant is represented by units. Units are issued and redeemed daily at the Funds constant net
asset value (NAV) of $1 per unit. Distribution to the Funds unit holders are declared daily from
the net investment income and automatically reinvested in the Fund on a monthly basis, when paid.
It is the policy of the Stable Value Fund to use its best efforts to maintain a stable net asset
value of $1 per unit, although there is no guarantee that the Stable Value Fund will be able to
maintain this value.
The Stable Value Fund may invest in fixed interest insurance investment contracts, money market
funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed
income securities and enters into wrapper contracts issued by third parties. Wrap contracts are
designed to allow a stable value portfolio to maintain a constant NAV and protect a portfolio in
extreme circumstances. The Stable Value Fund is unlikely to maintain a stable NAV if, for any
reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets. Wrap
contracts are not transferable, have no trading market and there are a limited number of wrap
issuers. In a typical wrap contract, the wrap issuer agrees to pay a portfolio the difference
between the contract value and the market value of the underlying assets once the market value has
been totally exhausted. In the event that wrap contracts fail to perform as intended, the Stable
Value Funds NAV may decline if the market value of its assets declines. The Stable Value Funds
ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party
issuers ability to meet their financial obligations which may be affected by future economic and
regulatory developments.
Investments, other than investments in the Stable Value Fund, are stated at fair value based on
quoted market prices in an active market. The Stable Value Fund is stated at fair value as
determined by the issuer of the Stable Value Fund based on the fair value of the underlying
investments and then adjusted to contract value as described above. Net appreciation or
depreciation in the fair value of investments represents the change in fair value during the year,
including realized gains and losses on investments sold during the period.
8
In accordance with Accounting Standards Codification (ASC) No. 946-210-45-9-19 Fully Benefit
Responsive Investment Contracts, the Stable Value Fund is included at fair value in
participant-directed investments in the Statements of Net Assets Available for Benefits, and an
additional line item is presented representing the adjustment from fair value to contract value.
The Statements of Changes in Net Assets Available for Benefits are presented on a contract value
basis.
Participants may ordinarily direct the withdrawal or transfer of all or a portion of their
investment at contract value. Contract value represents contributions made to the fund, plus
earnings, less participant withdrawals.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees charged to the Plan for investments in mutual funds are deducted from income earned
on a daily basis and are not separately reflected. Consequently, management fees are reflected as
a reduction of investment return for such investments.
As of December 31, 2009, the Plan adopted, on a prospective basis, Accounting Standards Update
(ASU) No. 2009-12, Fair Value Measurements and Disclosures: Investments in Certain Entities That
Calculate Net Asset per Share (or Its Equivalent) (ASU 2009-12), which amended ASC Subtopic
820-10, Fair Value Measurements and Disclosures Overall. ASU No. 2009-12 expands the required
disclosures for certain investments with a reported NAV. ASU No. 2009-12 permits, as a practical
expedient, an entity holding investments in certain entities that calculate net asset value per
share or its equivalent for which the fair value is not readily determinable, to measure the fair
value of such investments on the basis of that net asset value per share or its equivalent without
adjustment. The ASU requires enhanced disclosures about the nature and risks of investments within
its scope. Such disclosures include the nature of any restrictions on an investors ability to
redeem its investments at the measurement date, any unfunded commitments, and the investment
strategies of the investee. The adoption of ASU No. 2009-12 did not have a material impact on the
fair value determination and disclosure of applicable investments and had no impact on the
statements of net assets available for benefits and statement of changes in net assets available
for benefits.
Notes Receivable from Participants Notes receivable from participants are measured at their
unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are
recorded as distributions based on the terms of the Plan document.
Use of Estimates and Risks and Uncertainties The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates. The Plan utilizes various investment
instruments, including mutual funds, common stock and a stable value fund. Investment securities,
in general, are exposed to various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
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securities, it is reasonably possible that changes in values of investment securities will occur in
the near term and such changes could materially affect the amounts reported in the financial
statements.
Payment of Benefits Benefit payments are recorded upon distribution.
New Accounting Standards In January 2010, the Financial Accounting Standards Board (FASB)
issued ASU No. 2010-06, Fair Value Measurements and Disclosures, which amends ASC 820, Fair Value
Measurements and Disclosures, adding new disclosure requirements for Levels 1 and 2, separate
disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and
clarification of existing fair value disclosures. ASU No. 2010-06 is effective for periods
beginning after December 15, 2009, except for the requirement to provide Level 3 activity of
purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal
years beginning after December 15, 2010. The Plan prospectively adopted the new guidance in 2010,
except for the Level 3 reconciliation disclosures, which are required in 2011. The adoption in 2010
did not materially affect, and the future adoption is not expected to materially affect, the Plans
financial statements.
In September 2010, the FASB issued ASU No. 2010-25, Reporting Loans to Participants by Defined
Contribution Pension Plans. The ASU requires that participant loans be classified as notes
receivable rather than a plan investment and measured at unpaid principal balance plus accrued but
unpaid interest rather than fair value. The Plan retrospectively adopted the new accounting in
2010. The adoption did not have a material effect on the Plans financial statements.
3. Investments
The following table presents the investments that represent 5% or more of the Plans net assets
available for benefits as of December 31, 2010 and 2009:
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2010 |
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2009 |
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Shares |
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Amount |
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Shares |
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Amount |
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Fidelity Managed Income Portfolio |
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9,946,648 |
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$ |
10,028,184 |
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12,231,485 |
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$ |
12,007,759 |
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Fidelity Contrafund |
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126,929 |
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$ |
8,596,910 |
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147,292 |
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$ |
8,584,202 |
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Fidelity International Discovery Fund |
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189,785 |
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$ |
6,270,498 |
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219,563 |
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$ |
6,663,735 |
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PIMCO Total Return Fund |
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508,837 |
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$ |
5,520,876 |
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452,209 |
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$ |
4,883,856 |
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Spartan U.S. Equity Index Fund |
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94,889 |
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$ |
4,220,650 |
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99,827 |
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$ |
3,936,190 |
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American Beacon Large Cap Value Fund |
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227,259 |
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$ |
4,211,111 |
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230,305 |
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$ |
3,781,607 |
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Morgan Stanley Mid Cap Growth Fund |
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115,577 |
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$ |
4,183,904 |
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** |
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** |
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Fidelity Balanced Fund |
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216,878 |
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$ |
3,953,694 |
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222,688 |
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$ |
3,643,174 |
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** |
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Investment represented less than 5% of the Plans net assets available for benefits at December 31, 2009. |
10
Net appreciation (depreciation) in fair value of investments, including realized and
unrealized gains and losses on investments, for the years ended December 31, 2010 and 2009 is
comprised of the following:
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2010 |
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2009 |
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Beazer Homes USA, Inc. Company Stock Fund |
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$ |
169,927 |
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$ |
1,367,978 |
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Stock Purchase Money Market Account |
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25 |
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34 |
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Fidelity Managed Income Portfolio |
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9,189 |
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7,247 |
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PIMCO Total Return Fund |
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(23,261 |
) |
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296,514 |
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PIMCO Real Return Bond Advantage Fund |
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5,657 |
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(1,775 |
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Morgan Stanley Mid Cap Growth |
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1,016,273 |
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1,263,447 |
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American Beacon Large Cap Value Fund |
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465,758 |
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|
785,351 |
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Goldman Sachs Mid Cap Value Fund |
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499,147 |
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|
526,970 |
|
Allianz NFJ Small Cap Value Fund |
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|
313,538 |
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|
248,414 |
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Columbia Acorn Fund |
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405,979 |
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676,594 |
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Spartan U.S. Equity Index Fund |
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|
480,265 |
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|
732,725 |
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Fidelity Contrafund |
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1,217,006 |
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1,872,582 |
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Fidelity Balanced Fund |
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|
405,890 |
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|
806,911 |
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Fidelity International Discovery Fund |
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|
486,583 |
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|
1,428,683 |
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Fidelity Freedom Income Fund |
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|
17,263 |
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|
38,634 |
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Fidelity Freedom 2000 Fund |
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|
54 |
|
Fidelity Freedom 2005 Fund |
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|
4,509 |
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|
7,346 |
|
Fidelity Freedom 2010 Fund |
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|
17,877 |
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|
|
20,269 |
|
Fidelity Freedom 2015 Fund |
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|
101,464 |
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|
|
191,609 |
|
Fidelity Freedom 2020 Fund |
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|
155,265 |
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|
|
200,047 |
|
Fidelity Freedom 2025 Fund |
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|
318,188 |
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|
|
509,034 |
|
Fidelity Freedom 2030 Fund |
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|
136,724 |
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|
|
267,177 |
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Fidelity Freedom 2035 Fund |
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|
139,479 |
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|
226,517 |
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Fidelity Freedom 2040 Fund |
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|
295,830 |
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|
|
485,125 |
|
Fidelity Freedom 2045 Fund |
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|
80,938 |
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|
|
99,030 |
|
Fidelity Freedom 2050 Fund |
|
|
19,145 |
|
|
|
19,904 |
|
Self Managed Accounts |
|
|
1,176 |
|
|
|
148,375 |
|
|
|
|
|
|
|
|
Total |
|
$ |
6,739,834 |
|
|
$ |
12,224,796 |
|
|
|
|
|
|
|
|
4. Fair Value Measurements
On January 1, 2008, the Plan adopted ASC 820 Fair Value Measurements and Disclosures, which
establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest
priority to unobservable inputs (Level 3 measurements). The three levels of the fair value
hierarchy under ASC 820 are described below:
Level 1 |
|
Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities; |
|
Level 2 |
|
Quoted prices in markets that are not considered to be active or
financial instruments for which all significant inputs are
observable, either directly or indirectly; |
11
Level 3 |
|
Prices or valuations that require inputs that are both significant
to the fair value measurement and unobservable. |
As required by ASC 820, the Plans assets are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement. The Plan held no Level 3 assets
as of December 31, 2010 or 2009. The following table sets forth by level within the fair value
hierarchy the Plans investment assets at fair value, as of December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Assets at Fair Value as of December 31, 2010 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Mutual Funds |
|
$ |
57,739,502 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
57,739,502 |
|
Employer Securities |
|
|
1,668,808 |
|
|
|
|
|
|
|
|
|
|
|
1,668,808 |
|
Self-Managed Accounts |
|
|
535,916 |
|
|
|
|
|
|
|
|
|
|
|
535,916 |
|
Stable Value Fund |
|
|
|
|
|
|
10,028,184 |
|
|
|
|
|
|
|
10,028,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
assets at fair value |
|
$ |
59,944,226 |
|
|
$ |
10,028,184 |
|
|
$ |
|
|
|
$ |
69,972,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Assets at Fair Value as of December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Mutual Funds |
|
$ |
52,433,897 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
52,433,897 |
|
Employer Securities |
|
|
1,908,095 |
|
|
|
|
|
|
|
|
|
|
|
1,908,095 |
|
Self-Managed Accounts |
|
|
606,425 |
|
|
|
|
|
|
|
|
|
|
|
606,425 |
|
Stable Value Fund |
|
|
|
|
|
|
12,008,197 |
|
|
|
|
|
|
|
12,008,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
assets at fair value |
|
$ |
54,948,417 |
|
|
$ |
12,008,197 |
|
|
$ |
|
|
|
$ |
66,956,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value measurement at December 31, 2009 previously included loans to participants as
level 2 investments. The above presentation of the 2009 information excludes loans to participants
as prescribed by ASU 2010-25 that became effective for the plan in 2010 and is required to be
applied retrospectively.
5. Federal Income Tax Status
Through February 24, 2010, the Plan used a prototype plan. Fidelity received an opinion letter
from the IRS dated January 30, 2006, which stated that the prototype document satisfied the
applicable provisions of the Internal Revenue Code (IRC). Effective February 25, 2010, the Plan
adopted a Volume Submitter Defined Contribution Plan (Volume Submitter Plan) which received a
favorable opinion letter from the IRS dated March 31, 2008. This opinion letter stated that the
Plan and the related trust are designed in accordance with the applicable sections of the Internal
Revenue Code of 1986, as amended (the IRC). The Plan Administrator believes that the Plan is
currently designed and is being operated in compliance with the applicable requirements of the IRC
and therefore, the Plan continues to qualify under Section 401(a) and the related trust continues
to be tax exempt as of December 31, 2010. Therefore, no provision for income tax has been included
in the Plans financial statements.
12
6. Exempt Party-In-Interest Transactions
Party-in-interest investments held by the Plan included 309,505 shares and 394,120 shares of Beazer
Homes USA, Inc. common stock at December 31, 2010 and 2009, with
a fair value of approximately $1,669,000 and $1,908,000, respectively. There were no dividends
earned on Beazer Homes USA, Inc. common stock for the years ended December 31, 2010 and 2009.
Investments in the Plans Beazer Homes USA, Inc. common stock fund were suspended effective
December 7, 2007. Accordingly, a blackout period went into effect under the Plan during which Plan
participants are unable to direct investments into the Beazer Homes USA, Inc. common stock fund.
This blackout period began on December 7, 2007 at 4:00 p.m., Eastern Standard Time, and was made
permanent by the Companys Compensation Committee on August 6, 2009.
Certain Plan investments are shares of investment funds managed by Fidelity. Fidelity is the
trustee as defined by the Plan and, therefore, these transactions qualify as exempt
party-in-interest transactions. Fees paid by the Plan for the investment management services were
included as a reduction of the return earned on each fund.
7. Plan Termination
Although it has not expressed any intention to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
8. Litigation
On April 30, 2007, a putative class action complaint was filed on behalf of a purported class
consisting of present and former participants and beneficiaries of the Beazer Homes USA, Inc.
401(k) Plan against Beazer Homes USA, Inc. and certain employees and directors of the Company. The
complaint alleges breach of fiduciary duties, including those set forth in the Employee Retirement
Income Security Act (ERISA), as a result of the investment of retirement monies held by the 401(k)
Plan in common stock of Beazer Homes at a time when participants were allegedly not provided
timely, accurate and complete information concerning Beazer Homes. Four additional lawsuits were
filed subsequently making similar allegations and the court consolidated these five lawsuits. The
parties reached a settlement which was largely funded by insurance proceeds. Under the terms of
the settlement, the lawsuit was dismissed with prejudice and there was a release of all claims.
The court approved the settlement and entered a final order of dismissal on November 15, 2010. The
Plan was not a party to these matters.
13
9. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements
to the Form 5500 as of December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Statement of Net Assets Available for Benefits: |
|
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements, at contract value |
|
$ |
70,908,879 |
|
|
$ |
68,440,929 |
|
Adjustment
from contract value to fair value for the fully benefit-responsive Stable Value Fund |
|
|
81,535 |
|
|
|
(223,287 |
) |
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements, at fair value |
|
|
70,990,414 |
|
|
|
68,217,642 |
|
Deemed distributions |
|
|
(14,500 |
) |
|
|
(14,528 |
) |
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500, at fair value |
|
$ |
70,975,914 |
|
|
$ |
68,203,114 |
|
|
|
|
|
|
|
|
The following is a reconciliation of net increase (decrease) in net assets available for
benefits per the financial statements for the years ended December 31, 2010 and 2009, to the Form
5500:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Statement of Changes in Net Assets Available for Benefits: |
|
|
|
|
|
|
|
|
Net increase
in net assets available for benefits per the financial statements |
|
$ |
2,467,950 |
|
|
$ |
3,994,144 |
|
Change in
adjustment from contract value to fair value for the fully benefit-responsive Stable Value Fund |
|
|
304,822 |
|
|
|
529,333 |
|
Change in deemed distributions |
|
|
28 |
|
|
|
7,219 |
|
|
|
|
|
|
|
|
Net income per Form 5500 |
|
$ |
2,772,800 |
|
|
$ |
4,530,696 |
|
|
|
|
|
|
|
|
10. Department of Labor Audit
In July 2010, the U.S. Department of Labor (DOL) completed a limited review of the Plans records
for the years ended December 31, 2007, 2006 and 2005. There were no actions taken by the DOL as a
result of this review.
11. Subsequent Events
In accordance with ASC 855, the Company evaluated subsequent events through the date these
financial statements were issued. There were no material subsequent events that required
recognition or additional disclosure in these financial statements.
14
SUPPLEMENTAL SCHEDULE
(See Report of Independent Registered Public
Accounting Firm)
15
Beazer Homes USA, Inc. 401(k) Plan
FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of Investment, |
|
|
|
|
|
|
|
|
|
Identity of Issue, Borrower, |
|
Including Maturity Date, Rate of Interest, |
|
|
|
Current |
|
(a) |
|
|
Lessor, or Similary Party |
|
Collateral, Par, or Maturity Value |
|
Cost |
|
Value |
|
|
|
|
|
|
|
EMPLOYER SECURITIES: |
|
|
|
|
|
|
|
* |
|
|
Beazer Homes USA, Inc. |
|
Beazer Homes USA, Inc. Company Stock, 309,505 shares |
|
** |
|
$ |
1,668,230 |
|
|
* |
|
|
Fidelity |
|
Stock Purchase Money Market Account |
|
** |
|
|
578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beazer Homes USA, Inc. Stock Fund |
|
|
|
|
1,668,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STABLE VALUE FUND: |
|
|
|
|
|
|
|
* |
|
|
Fidelity |
|
Fidelity Managed Income Portfolio, 9,946,209 shares |
|
** |
|
|
10,027,745 |
|
|
* |
|
|
Fidelity |
|
Fidelity Retirement Money Market, 439 shares |
|
** |
|
|
439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGISTERED INVESTMENT COMPANIES: |
|
|
|
|
|
|
|
|
|
|
PIMCO Advisors |
|
PIMCO Total Return Fund, 508,837 shares |
|
** |
|
|
5,520,876 |
|
|
|
|
|
PIMCO Advisors |
|
PIMCO Real Return Bond Advantage Fund, 36,951 shares |
|
** |
|
|
419,762 |
|
|
|
|
|
Morgan Stanley |
|
Morgan Stanley Mid Cap Grrowth, 115,577 shares |
|
** |
|
|
4,183,904 |
|
|
|
|
|
American Beacon |
|
American Beacon Large Cap Value Fund, 227,259 shares |
|
** |
|
|
4,211,111 |
|
|
|
|
|
Goldman Sachs |
|
Goldman Sachs Mid Cap Value Fund, 70,499 shares |
|
** |
|
|
2,548,541 |
|
|
|
|
|
Allianz |
|
Allianz NFJ Small Cap Value Fund, 58,827 shares |
|
** |
|
|
1,675,967 |
|
|
|
|
|
Columbia Funds |
|
Columbia Acorn Fund, 86,110 shares |
|
** |
|
|
2,517,860 |
|
|
* |
|
|
Fidelity |
|
Spartan U.S. Equity Index Fund, 94,889 shares |
|
** |
|
|
4,220,650 |
|
|
* |
|
|
Fidelity |
|
Fidelity Contrafund, 126,929 shares |
|
** |
|
|
8,596,910 |
|
|
* |
|
|
Fidelity |
|
Fidelity Balanced Fund, 216,878 shares |
|
** |
|
|
3,953,694 |
|
|
* |
|
|
Fidelity |
|
Fidelity International Discovery Fund, 189,785 shares |
|
** |
|
|
6,270,498 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom Income Fund, 36,203 shares |
|
** |
|
|
408,370 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2005 Fund, 5,165 shares |
|
** |
|
|
55,838 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2010 Fund, 17,265 shares |
|
** |
|
|
234,634 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2015 Fund, 109,315 shares |
|
** |
|
|
1,239,631 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2020 Fund, 134,403 shares |
|
** |
|
|
1,853,412 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2025 Fund, 293,355 shares |
|
** |
|
|
3,379,450 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2030 Fund, 104,329 shares |
|
** |
|
|
1,436,606 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2035 Fund, 127,219 shares |
|
** |
|
|
1,459,205 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2040 Fund, 323,212 shares |
|
** |
|
|
2,588,926 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2045 Fund, 82,512 shares |
|
** |
|
|
783,042 |
|
|
* |
|
|
Fidelity |
|
Fidelity Freedom 2050 Fund, 19,255 shares |
|
** |
|
|
180,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER: |
|
|
|
|
|
|
|
* |
|
|
Various |
|
Self Managed Accounts |
|
** |
|
|
535,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS |
|
|
|
$ |
69,972,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PARTICIPANT LOANS: |
|
|
|
|
|
|
|
* |
|
|
Various participants |
|
Participants
loans made to participants, with interest accruing at rates from 4.25% to 10.5%, and
various maturity dates through October 2020 |
|
** |
|
$ |
1,017,860 |
|
|
|
|
* |
|
Party In Interest |
|
** |
|
Cost information is not required for participant-directed investments and, therefore, is not
included. |
16
APPENDIX 2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-168794 on Form S-8
and Registration Statement No. 333-172483 on Form S-3 of our report dated June 24, 2011, relating
to the financial statements and financial statement schedules of Beazer Homes USA, Inc. 401(k) Plan
appearing in this Annual Report on Form 11-K of Beazer Homes USA, Inc. 401(k) Plan for the year
ended December 31, 2010.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 24, 2011
17