Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE
NUMBER: 001-12822
CUSIP
NUMBER:
(Check
One):
|
o
Form
10-K
|
o
Form
20-F
|
o
Form
11-K
|
x
Form
10-Q
|
o
Form
10-D
|
o
Form
N-SAR
|
o
Form
N-CSR
|
For
Period Ended: June
30, 2007
[ ] Transition
Report on Form 10-K
[ ] Transition
Report on Form 20-F
[ ] Transition
Report on Form 11-K
[ ] Transition
Report on Form 10-Q
[ ] Transition
Report on Form N-SAR
For
the
Transition Period Ended: _________________________
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: N/A
PART
I — REGISTRANT INFORMATION
Beazer
Homes USA, Inc.
Full
Name
of Registrant
N/A
Former
Name if Applicable
1000
Abernathy Road, Suite 1200
Address
of Principal Executive Office (Street
and Number)
Atlanta,
Georgia 30328
City,
State and Zip Code
PART
II —
RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
o
|
(a)
|
The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense;
|
(b)
|
The
subject annual report, semi-annual report, transition report on Form
10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form
10-Q or subject distribution report on Form 10-D, or portion thereof,
will
be filed on or before the fifth calendar day following the prescribed
due
date; and
|
(c)
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if
applicable.
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PART
III —
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
As
previously disclosed, the Audit Committee of Beazer Homes USA, Inc. (the
“Company”) is conducting an independent internal investigation of the Company’s
mortgage origination business and related matters. To assist with the
investigation, the Audit Committee retained independent legal counsel, who,
in
turn, retained independent forensic accountants. During the course of the
investigation, the Company has discovered that its former Chief Accounting
Officer may have caused reserves and other accrued liabilities, relating
primarily to land development costs and costs to complete houses, to have
been
recorded in prior accounting periods in excess of amounts that would have
been
appropriate under generally accepted accounting principles. These reserves
and
other accrued liabilities, if reversed in subsequent accounting periods,
could
have been used to reduce the Company’s operating expenses by amounts that would
not have been appropriate under generally accepted accounting principles.
Independent
counsel has issued preliminary updates to the Audit Committee concerning
the
status of the matters described above. The investigation is ongoing and the
Company is not, at this time, able to predict or determine whether any
adjustments will be required with respect to the Company’s previously issued
financial statements or whether the release of any portion of these reserves
or
accrued liabilities will have any impact on the Company’s financial results for
the quarterly period ended June 30, 2007. However, at this time, the Company
does not believe that the amounts at issue with respect to these reserves
and
accrued liabilities during the quarterly and nine month periods ended June
30,
2006 and 2007 are quantitatively material. In addition, at present, the Company
does not believe that the resolution of these issues will result in an
adjustment to the Company’s previously reported cash position.
PART
IV —
OTHER INFORMATION
1. Name
and
telephone number of person to contact in regard to this
notification
Allan
P.
Merrill (770) 829-3700
(Name)
(Area Code) (Telephone Number)
2. |
Have
all other periodic reports required under Section
13
or
15(d)
of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed?
If answer is no, identify report(s). x
Yes o
No
|
3. |
Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof? x Yes o
No
|
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
On
July
26, 2007, the Company issued a press release announcing financial results
for
the quarterly period ended June 30, 2007. The press release was attached
as
Exhibit 99.2 to the Company’s current report on Form 8-K dated July 25, 2007 and
filed with the Securities and Exchange Commission on July 26, 2007. Exhibit
99.2
to such Form 8-K is hereby incorporated by reference and made a part
hereof.
Beazer
Homes USA,
Inc..
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date
August
10,
2007
|
By: /s/
Allan P.
Merrill
Name:
Allan P. Merrill
Title:
Executive Vice President and Chief Financial
Officer
|