In connection with our land development joint ventures, we may also provide certain types of limited guarantees to associated lenders and municipalities.
We specify that quality durable materials be used in the construction of our homes and we do not maintain significant inventories of construction materials, except for work in process materials for homes under construction. When possible, we negotiate price and volume discounts and rebates with manufacturers and suppliers on behalf of our subcontractors so we can take advantage of production volume. Our raw materials consist primarily of lumber, concrete, drywall, roofing materials and similar construction materials and are frequently purchased on a national or regional level. Such materials have historically been available from multiple suppliers and therefore we do not believe there is a supplier risk concentration. However, because such materials are substantially comprised of natural resource commodities, their cost and availability is subject to national and worldwide price fluctuations and inflation, each of which could be impacted by legislation or regulation relating to energy, climate change and tariffs. We typically do not enter into any derivative contracts to hedge against weather or tariffs.materials fluctuations as we do not believe they are particularly advantageous to our operations, although we do periodically lock in short and mid-term pricing with our vendors for certain key construction commodities. We experienced building material cost pressures, particularly for lumber, and production capacity issues with some of our main product suppliers, including supply chain constraints in 2021 largely associated with world-wide labor, material, and transportation shortages that were further exacerbated by the impact of COVID-19. Although we have been working with our trade partners to minimize the impact of these obstacles in 2021 by leveraging the long-term relationships we have cultivated, we expect these trends to continue to pose challenges for the foreseeable future.
We generally build and sell homes in phases within our larger projects, which we believe creates efficiencies in land development, home construction operations and cash management. We also believe it improves customer satisfaction by reducing the number of vacant lots and construction activity surrounding completed homes. Our homes are typically completed within three to five months from the start of construction, although currently longer, depending upon the geographic location and the size and complexity of the home. Construction schedules may vary depending on the size of the home, availability of labor, materials and supplies, product type, location, municipal requirements and weather. Our homes are usually designed to promote efficient use of space and materials, and to minimize construction costs and time. We typically do not enter into any derivative contracts to hedge against weather or materials fluctuations as we do not believe they are particularly advantageous to our operations, although we do lock in short and mid-term pricing with our vendors for certain key construction commodities.
Third-party brokers may also sell our homes and are usually paid a sales commission based on the price of the home. Frequently, third-party brokers bring prospective buyers to our communities. We have a robust loyalty program for these brokers and we aim to regularly educate them on the benefits of owning a Meritage home and our community offerings, which we believe helpshelp enhance the impact of our marketing message. We may offer various sales incentives, including price concessions, assistance with closing costs, and landscaping or interior upgrades, to attract buyers. The use, type and amount of incentives depends largely on economic and local competitive market conditions.
Our sales contracts require cash deposits and may be subject to certain contingencies such as the buyer’s ability to qualify for financing. Homes covered by such sales contracts but which are not yet closed are considered “backlog” and are representative of potential future revenues.home closing revenue. Started homes are excluded from backlog until a sales contract is signed and are referred to as unsold speculative or “spec” inventory. A contract contingent upon the sale of a customer’s existing home or a mortgage pre-approval is not considered a sale and not included in backlog until the contingency is removed. All of our entry-level homes are started as spec homes whereas our first move-up homes can be started as a signedspec home or after a sales contract is generally required to release a lot to start construction of a move-up home, although on a regular basis we also start a certain number of move-up homes for speculative sales inventory.signed. We may also start construction on spec homes to accelerate or facilitate the close-out of a community. As a result of our strategic shift to expand our entry-level home product offerings and communities and increase the availability of quick move-in home opportunities, ourOur spec inventory increased to 9.2 specs per active community is consistent with prior year, at 12.3 or 3,180 units as of December 31, 20182021 as compared to 8.5 in 2017.12.9 or 2,519 units as of December 31, 2020. At December 31, 2018, 78.8%2021, 88% of our 2,4335,679 homes in backlog were under construction.
We believe that positive customer relations and an adherence to stringent quality control standards are fundamental to our continued success, and that our commitment to buyer satisfaction and quality control has significantly contributed to our reputation as a high-quality builder.
In accordance with our company-wide standards, one or more Meritage project manager or superintendent generally monitors compliance with quality control standards for each community through the building phase of our homes. These employees perform the following tasks:
based on the number of home closings and historical data trends for warranty work within our communities. Warranty reserves generally range between 0.1% to 0.6%0.5% of a home’s sale price. Those projections are subject to variability due to uncertainties regarding structural warranty claims relating to the construction of our homes, the markets in which we build, claim settlement history, and insurance and legal interpretations and developments, among other factors and we are, therefore, constantly monitoring such reserves. Historically, these reserves have been sufficient to cover net out-of-pocket warranty costs.
The construction and sale of homes is a highly-competitive industry. We compete for sales in each of our markets with national, regional and local developers and homebuilders, as well as existing resale homes, condominiums and rental housing. Some of our competitors have significantly greater financial resources and may have lower costs than we do. Competition among residential homebuilders of all sizes is based on a number of interrelated factors, including location, reputation, product type, amenities, design, innovation, quality and price. We believe that we compare favorably to other homebuilders in the markets in which we operate due to our:
Our product offerings and strategic locations are successfully competing with both existing homes inventory and surrounding new-home communities as evidenced by our relative orders volume and market share in most of our divisions.markets. We expect that the strengths noted above will continue to provide us with long-term competitive advantages.
To the extent that we acquire undeveloped land, we prefer to close the acquisition of such land after all or most entitlements have been obtained. Construction may begin almost immediately on such entitled land upon compliance with and receipt of specified permits, approvals and other conditions, which generally are within our control. The time needed to obtain such approvals and permits affects the carrying costs of unimproved property acquired for development and construction. The continued effectiveness of permits already granted is subject to factors such as changes in government policies, rules and regulations, and their interpretation and application. The governmentGovernment approval processes discussed above have caused someoccasionally cause timing delays but have not had a material adverse effect on our development activities, although there is no assurance that these and other restrictions will not adversely affect future operations as, among other things, sunset clauses may exist on some of our entitlements and they could lapse.
Local and state governments have broad discretion regarding the imposition of development fees for projects under their jurisdictions. These fees are normally established when maps or plats are recorded and building permits obtained. Governing agencies may also require concessions or may require the builder to construct certain improvements to public placesareas such as parks and streets. In addition, governing agencies may impose construction moratoriums. Because most of our land is entitled, construction moratoriums typically would not affect us in the near term unless they arise from health, safety or welfare issues, such as insufficient water, electric or sewage facilities. Weand therefore we could become subject to delays or may be precluded entirely from developing communities due to building moratoriums, “no growth” or “slow growth” initiatives or building permit allocation ordinances, which could be implemented in the future. However, because most
In addition, there is constantly a variety of new legislation being enacted, or considered for enactment at the federal, state and local levellevels relating to energy and climate change. Some of this legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards could significantly increase the cost to construct homes, although our energy-efficiency technologies and offerings meet, and in many instances exceed, current and expected energy efficiency thresholds. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and may result in increased costs and longer approval and development timelines. Similarly, energy and environment-related initiatives affect a wide variety of companies throughout the United States and the world, and because our operations are heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, such initiatives could have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive carbon dioxide emissions control and other environmental and energy-related regulations.
We are also subject to a variety of local, state, and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. In some markets, we are subject to environmentally sensitiveenvironmentally-sensitive land ordinances that mandate open space areas with public elements in housing developments, and prevent development on hillsides, wetlands and other protected areas. We must also comply with open space restrictions, flood plain restrictions, desert wash area restrictions, native plant regulations, endangered species acts and view restrictions. These and similar laws and regulations may result in delays, cause substantial compliance and other costs, and prohibit or severely restrict development in certain environmentally sensitive regions or areas. In addition, our failure to comply with such restrictions could result in penalties or fines. To date, compliance with such laws and regulations has not materially affected our operations, although it may do so in the future.
We condition our obligation to acquire property on, among other things, an environmental review of the land. To date, we have not incurred any material unanticipated liabilities relating to the removal or remediation of unknown toxic wastes or other environmental conditions. However, there is no assurance that we will not incur material liabilities in the future relating to toxic waste removal or other environmental conditions affecting land currently or previously owned.
Some states have statutory disclosure requirements governing the marketing and sale of new homes. These requirements vary widely from state to state.
Some states require us to be registered as a licensed contractor, a licensed real estate broker and in some markets our sales agents are required to be registered as licensed real estate agents.
Our operations are carried out through both local and centralized management. Our corporate management team sets our strategy and leads decisions related to the Company's land acquisition, risk management, finance, cash management, capital allocation and information systems. Local operations are made up of our division employees, led by management with significant homebuilding experience and who typically possess a great depth of knowledge in their particular markets. Our centralized management sets our strategy and leads decisions related to the Company's land acquisition, risk management, finance, cash management and information systems. Our employees are not unionized, and we believe that we have good employee relationships. We pay for a substantial portion of our employees’ insurance costs, with the balance contributed by the employees. We also have a 401(k) savings plan, which is available to all employees who meet the plan’s participation requirements.
Historically, we have experienced seasonal variations in our quarterly operating results and capital requirements. We typically sell more homes in the first half of the fiscal year than in the second half, which creates additional working capital requirements in the second and third quarters to build our inventories to satisfy the deliveries in the second half of the year. We typically benefit from the cash generated from home closings more in the third and fourth quarters than in the first and second quarters. In 2020 and 2021, historical cycles were impacted by COVID-19 and its impact on consumer behavior and supply chain, particularly as it relates to the homebuilding market, which resulted in prolonged construction timelines. We saw a slight return of seasonality in the second half of 2021 and expect thisour historical seasonal pattern to continue over the long term although it has been and may continue to be affected by volatility in the homebuilding industry.industry and in the overall economy.
Steven J. Hilton co-founded Monterey Homes in 1985, which merged with our predecessorHomeplex in December 1996.1996 and later became known as Meritage Homes. Mr. Hilton served as Co-Chairman and Co-Chief Executive Officer from July 1997 to May 2006, and has been theserved as Chairman and Chief Executive Officer sincefrom May 2006.2006 to December 2020, and became the Executive Chairman effective January 1, 2021.
Hilla Sferruzza was appointed Chief Financial Officer and Executive Vice President in April 2016. Prior to her appointment as Chief Financial Officer and Executive Vice President, Ms. Sferruzza was namedour Chief Accounting Officer and Corporate Controller insince 2010 and has worked in other management roles at the companyCompany since 2006.
Item 1A. Risk Factors
The risk factors discussed below are factors that we believe could significantly impact our business, if they occur. These factors could cause results to differ materially from our historical results or our future expectations.
In general, housing demand is adversely affected by increases in interest rates and a lack of availability of mortgage financing. Most of our buyers finance their home purchases through our mortgage joint venture or third-party lenders providing mortgage financing. If mortgage interest rates increase and, consequently, the ability of prospective buyers to finance home purchases is adversely affected, our home sales and cash flow may be adversely affected and the impact may be material. These risks can also indirectly impact us to the extent our customers need to sell their existing homehomes to purchase a new home from us if the potential buyersbuyer of our customer's homes aretheir home is unable to obtain mortgage financing. Although long-term interest rates currently are slightly above historically low levels, they have risen over the last year andremain at historic lows, it is difficult to predict future increases or decreases inpredicted that market interest rates.rates will increase in 2022 and beyond.
If home prices decline, potential buyers may not be able to sell their existing homes, which may negatively impact our sales.
As a homebuilder, we are subject to market forces beyond our control. In general, housing demand is impacted by the affordability of housing. Many homebuyers need to sell their existing homes in order to purchase a new home from us, and a weakness in the home resale market could adversely affect that ability. Declines in home prices could have an adverse effect on our homebuilding business marginsvolumes and cash flows.
We incur certain overhead costs associated with our communities, such as marketing expenses, real estate taxes and HOA assessments and costs associated with the upkeep and maintenance of our model homes and sales complexes. If our salesorders absorptions pace decreases and the time required to close out our communities is extended, we would likely incur additional overhead costs, which would negatively impact our financial results. Additionally, we typically incur various land development improvement costs for a community prior to the commencement of home construction. Such costs include infrastructure, utilities, property taxes and other related expenses. A reduction in home absorption rates increases the associated holding costs and extends our time and ability to recover such costs.
The value of our real estate inventory may decline, leading to impairments and reduced profitability.
Our backlog reflects the number and value of homes for which we have entered into non-contingent sales contracts with customers but have not yet delivered those homes. While we may accept sales contracts on a contingent basis in limited circumstances, they are not included in our backlog until the contingency is removed. In connection with the purchasesale of a
home, our policy is to generally collect a deposit from our customers, although typically this deposit reflects a small percentage of the total purchase price, and due to local regulations, the deposit may, in certain circumstances, be fully or partially refundable prior to closing. If the prices for our homes in a given community decline, our neighboring competitors reduce their sales prices (or increase their sales incentives), interest rates increase, the availability of mortgage financing tightens or there is a downturn in local, regional or national economies, homebuyers may elect to cancel their home purchase contracts with us. Significant cancellations have previously had, and could in the future have, a material adverse effect on our business as a result of lost sales revenue and the accumulation of unsold housing inventory.
If we are unable to successfully compete in the highly competitive housing industry, our financial results and growth may suffer.
The housing industry is highly competitive. We compete for sales in each of our markets with national, regional and local developers and homebuilders, resale of existing homes, condominiums and available rental housing. Some of our competitors have significantly greater financial resources and some may have lower costs than we do. Competition among homebuilders of all sizes is based on a number of interrelated factors, including location, reputation, product type, amenities, design, innovation, quality and price. Competition is expected to continue and may become more intense, and there may be new entrants in the markets in which we currently operate and in markets we may enter in the future and our industry has recently experienced some consolidations. If we are unable to successfully compete, our financial results and growth could suffer.
Under previous tax law, certain expenses of owning a home, including mortgage loan interest costs and real estate taxes, generally were deductible expenses for the purpose of calculating an individual's federal, and in some cases state, tax liability. However, the Tax cuts and Jobs Act (the "Tax Act") signed into law on December 22, 2017 limits these deductions for some individuals starting in 2018. The Tax Act caps individual state and local tax deductions at $10,000 for the aggregate of state and local real property and income taxes or state and local sales taxes. Additionally, the Tax Act reduces the cap on mortgage interest deduction to $750,000 of debt for debt incurred after December 15, 2017 while retaining the $1 million debt cap for debt incurred prior to December 15, 2017, The limits on deductibility of mortgage interest and property taxes may increase the after-tax cost of owning a home for some individuals.
Any increases in personal income tax rates and/or additional tax deduction limits could adversely impact demand for homes, including homes we build, which could adversely affect the results of our operations.
Prior to 2018, we have benefited from the availability of the IRC §45L new energy efficient homes credit. To date, no similar legislation has been passed for 2018 or any subsequent year.
Reduced levels of sales may cause us to re-evaluate the viability of existing option contracts, resulting in a potential termination of these contracts which may lead to impairment charges.
In the prior homebuilding cycle, a significant portion of our lots were controlled under option contracts. Such options generally require a cash deposit that will be forfeited if we do not exercise the option or proceed with the purchase(s). During the last significant downturn, we forfeited significant amounts of deposits and wrote off significant amounts of related pre-acquisition costs related to projects we no longer deemed feasible, as they were not projected to generate acceptable returns. Another downturn in the homebuilding market may cause us to re-evaluate the feasibility of our optioned projects which may result in us forfeiting deposits, which would reduce our assets and stockholders’ equity.
Our business may be negatively impacted by natural disasters or extensive weather.
Our homebuilding operations include operations in Texas, California, North Carolina, South Carolina, Tennessee, Georgia and Florida which occasionally experience extreme weather conditions such as tornadoes and/or hurricanes, earthquakes, wildfires, flooding, landslides, prolonged periods of precipitation, sinkholes and other natural disasters. We may not be able to insure against some of these risks. For example, during 2017 and 2018, several of our markets were impacted by hurricanes. These occurrences could damage or destroy some of our homes under construction or our building lots and community improvements, which may result in uninsured or underinsured losses. We could also suffer significant construction delays or substantial fluctuations in the pricing or availability of building materials due to such disasters. Any of these events could cause a delay in scheduled closings and a decrease in our revenue, cash flows and earnings.
We are subject to home warranty and construction defect claims arising in the ordinary course of business, which may lead to additional reserves or expenses.
Home warranty and construction defect claims are common in the homebuilding industry and can be costly. We sometimes encounter construction defect issues that may be alleged to be widespread within a single community or geographic area and we are currently managing two such issues, onean issue, regarding possible foundation design issues within a single community in Texas and the other regarding an alleged widespread stucco application issueissues in Florida.some of our markets. In order to account for future potential warranty and construction defect obligations, we establish a warranty reserve in connection with every home closing. Additionally, we maintain general liability insurance and generally require our subcontractors to provide a warranty and indemnity to us and insurance coverage for liabilities arising from their work; however, we cannot be assured that our warranty reserves and insurance and those subcontractors warranties, insurance and indemnities will be adequate to cover all warranty and construction defect claims for which we may be held responsible. For example, we may be responsible for applicable self-insured retentions, and certain claims may not be covered by insurance or may exceed applicable coverage limits, which could be material to our financial results. In addition, the costs of insuring against construction defect and product liability claims are high, and the amount of coverage offered by insurance companies is currently limited. There can be no assurance that this coverage will not be further restricted and become more costly. If the limits or coverages of our current and former insurance programs and/or those of our subcontractors prove inadequate, or we and/or our subcontractors are unable to obtain adequate, or reasonably priced, insurance against these types of claims in the future, or the amounts currently provided for future warranty or insurance claims are inadequate, we may experience losses that could negatively impact our financial results.
A major safety incident relating to our operations could be costly in terms of potential liabilities and reputational damage.
Construction sites are inherently dangerous and pose certain inherent health and safety risks to construction workers, employees and other visitors. Due to health and safety regulatory requirements and the number of projects we work on, health and safety performance is important to the success of our development and construction activities. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly and could expose us to claims resulting from personal injury.injury or death. Such a failure could also generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our business, financial condition and operating results.
Our income tax provision and other tax liabilities may be insufficient if taxing authorities initiate and are successful in asserting tax positions that are contrary to our position.
In the normal course of business, we are audited by various federal, state and local authorities regarding income tax matters. Significant judgment is required to determine our provision for income taxes and our liabilities for federal, state, local and other taxes. We have one state tax audit unresolved at this time. Although we believe our approach to determining the appropriate tax treatment is supportable and in accordance with tax laws and regulations and relevant accounting literature, it is possible that the final tax authority will take a tax position that is materially different than ours. As each audit is conducted, adjustments, if any, are recorded in our consolidated financial statements in the period determined. Such differences could have a material adverse effect on our income tax provision or benefit, or other tax reserves, in the reporting period in which such determination is made and, consequently, on our results of operations, financial position and/or cash flows for such period.
Our ability to acquire and develop raw or partially finished lots may be negatively impacted if we are unable to secure performance bonds.
In connection with land development work on our raw or partially developed land, we are oftentimes required to provide performance bonds or other assurances for the benefit of the respective municipalities or governmental authorities. These performance bonds provide assurance to the beneficiaries that the development will be completed, or that in case we do not perform, that funds from the bonds are available for the municipality or governmental agency to arrange for completion of such work. Although such bonds are currently accessible, in the future additional performance bonds may be difficult to obtain, or may become difficult to obtain on terms that are acceptable to us. If we are unable to secure such required bonds, progress on affected projects may be delayed or halted or we may be required to expend additional cash or provide other forms of surety or security for such obligations, such as letters of credit, which may adversely affect our financial position and ability to grow our operations.
The loss of key personnel may negatively impact us.
Our success largely depends on the continuing services of certain key employees and our ability to attract and retain qualified personnel. We have employment agreements with certain key employees who we believe possess valuable industry knowledge, experience and leadership abilities that would be difficult in the short term to replicate. The loss of the services of such key employees could harm our operations and business plans.
Failure to comply with laws and regulations by our employees or representatives may harm us.
We are required to comply with applicable laws and regulations that govern all aspects of our business including land acquisition, development, home construction, labor and employment, mortgage origination, title and escrow operations, sales and warranty. It is possible that individuals acting on our behalf could intentionally or unintentionally violate some of these laws and regulations. Although we endeavor to take immediate action if we become aware of such violations, we may incur fines, penalties or losses as a result of these actions and our reputation with governmental agencies and our customers may be damaged. Further, other acts of bad judgment may also result in negative publicity and/or financial consequences.
Our lack of geographic diversification could adversely affect us if the homebuilding industry in our markets decline.
We have operations in Texas, Arizona, California, Colorado, Florida, North Carolina, South Carolina, Georgia and Tennessee. Although we have, in recent years, expanded our operations to new markets, our geographic diversification is still limited and could adversely impact us if the homebuilding business in our current markets should decline, since we may not have a balancing opportunity in other geographic regions.
We experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our historical performance may not be a meaningful indicator of future results.
We historically have experienced, and expect to continue to experience, variability in home sales and results of operations on a quarterly basis. As a result of such variability, our historical performance may not be a meaningful indicator of future results. Factors that contribute to this variability include:
•timing of home deliveries and land sales;
•the changing composition and mix of our asset portfolio;
•delays in construction schedules due to adverse weather, acts of God, reduced subcontractor availability and governmental requirements and restrictions;
•conditions of the real estate market in areas where we operate and of the general economy;
•governmental imposed restrictions and consumer reactions related to an epidemic or pandemic (such as stay-at-home orders and similar restrictions in 2020 related to the COVID-19 pandemic);
•the cyclical nature of the homebuilding industry; and
•costs and availability of materials and labor.
Our level of indebtedness may adversely affect our financial position and prevent us from fulfilling our debt obligations.
The homebuilding industry is capital intensive and requires significant up-front expenditures to secure land and pursue development and construction on such land. Accordingly, we incur substantial indebtedness to finance our homebuilding activities. At December 31, 2018,2021, we had approximately $1.3$1.2 billion of indebtedness $311.5and $618.3 million of cash and cash equivalents. If we require working capital greater than that provided by our operations and current liquidity position, and $706.0including the $717.6 million available to be drawn under our credit facility, we may be required to seek additional capital in the form of equity or debt financing from a variety of potential sources, including bank financing, and securities offerings.public bonds or off-balance sheet
resources. There can be no assurance we would be able to obtain such additional capital on terms acceptable to us, if at all. The level of our indebtedness could have important consequences to our stockholders, including the following:
•our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes could be impaired;
•we could havebe required to use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness, which would reduce the funds available to us for other purposes such as land and lot acquisition, development and construction activities;
•although we have a moderaterelatively low level of indebtedness and a lower volumerelatively high balance of cash and cash equivalents, than some of our competitors may have additional access to capital, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and
•we may be more vulnerable to economic downturns and adverse developments in our business than some of our competitors.
We expect to generate cash flow to pay our expenses and to pay the principal and interest on our indebtedness with cash flow from operations or from existing working capital. Our ability to meet our expenses thus depends, to a large extent, on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. If we do not have sufficient funds, we may be required to refinance all or part of our existing debt, sell assets or borrow additional funds. We cannot guarantee that we will be able to do so on terms acceptable to us, if at all. In addition, the terms of existing or future debt agreements may restrict or limit us from pursuing any of these alternatives.
Our ability to obtain third-party financing may be negatively affected by any downgrade of our credit rating from aone or more rating agencyagencies.
We consider the availability of third-party financing to be a key component of our long-term strategy to grow our business either through acquisitions or through internal expansion. As of December 31, 2018,2021, our credit ratings were BB, Ba2,BB+, Ba1, and BBBB+ by Standard and Poor’s Financial Services, Moody’s Investor Services and Fitch Ratings, respectively, the three primary rating agencies. Any downgrades from these ratings may impact our ability to obtain future additional financing, or to obtain such financing on terms that are favorable to us and therefore, may adversely impact our future operations.
The physical impacts of climate change such as natural disasters or extreme weather events could increase our costs and adversely affect our operations.
The climates of many of the states in which we have homebuilding operations, including California, Texas, Florida and other coastal areas present increased risks of, and have recently experienced, adverse weather and natural disasters which may be caused by, or exacerbated by, climate change. We may not be able to insure against some of these risks, and damage or destruction to our homes under construction or our building lots and community improvements caused by adverse weather or natural disasters could result in uninsured or underinsured losses. We could also suffer significant construction delays or substantial fluctuations in the pricing or availability of building materials and labor due to such disasters. Any of these events could cause a delay in scheduled closings and a decrease in our revenue, cash flows and earnings.
Risks Related to Our Strategy
Our long-term success depends on the availability of lots and land that meet our land investment criteria.
The availability of lots and land that meet our underwriting standards depends on a number of factors outside of our control, including land availability in general, competition with other homebuilders and land buyers, credit market conditions, legal and government agency processes and regulations, inflation in land prices, zoning, availability of utilities, our ability and the costs to obtain building permits, the amount of impact fees, property tax rates and other regulatory requirements. If suitable lots or land becomes less available, or the cost of attractive land increases, it could reduce the number of homes that we may be able to build and sell and reduce our anticipated margins, each of which could adversely impact our financial results. The availability of suitable land assets could also affect the success of our strategic initiative to increase our number of actively selling communities and to maintain profitability.
If our current strategies are not successful, in future expansionit could have negative consequences on our operations, financial position and integrating acquisitions.cash flows.
We focus our community designs, product offerings and marketing on entry-level and first move-up homes based on our belief that these two product types will comprise the majority of the market demand in the near and medium term outlook. If there is a shift away from, or decrease in, the demand for first-time and first move-up buyers or our entry-level home offerings, it could have negative consequences on our operations, financial position and cash flows.
Reduced levels of sales may consider growth or expansioncause us to re-evaluate the viability of existing land option contracts, resulting in a potential termination of these contracts which may lead to impairment charges.
In the prior homebuilding cycle, a significant portion of our lots were controlled under option contracts. Such options generally require a cash deposit that will be forfeited if we do not exercise the option or proceed with the lot purchase(s). During the last significant downturn, we forfeited significant amounts of deposits and wrote off significant amounts of related pre-acquisition costs related to projects we no longer deemed feasible, as they were not projected to generate acceptable returns. Although our participation in such options is more limited at this time, another downturn in the homebuilding market may cause us to re-evaluate the feasibility of our optioned projects which may result in us forfeiting associated deposits, which would reduce our assets and stockholders’ equity.
Our lack of geographic diversification could adversely affect us if the homebuilding industry in our markets decline.
We have operations in Texas, Arizona, California, Colorado, Florida, North Carolina, South Carolina, Georgia and Tennessee. Although we have, in recent years, expanded our operations to new markets, our geographic diversification is still more limited than some of our competitors and could adversely impact us if the homebuilding business in our current markets orshould decline, since we may not have a balancing opportunity in other areasgeographic regions.
Our ability to build energy-efficient technologies at a profitable price point may be replicated by other builders in the future, which could reduce our competitive advantage.
We believe we currently have a competitive advantage over many of the country. other production homebuilders by virtue of our energy efficiency technologies. Our communities offer a high level of energy-saving features included in the base price of our homes, and most of our single family detached home plans can accommodate the incorporation of optional solar features to further optimize energy savings. However, as the demand for energy-efficient homes continues to grow along with government imposed building requirements and societal responses to reduce potential climate change impacts, and other builders become more inclined or required by changing regulatory standards to offer more energy efficient technologies and offer them at a similar or lower price point, it could diminish our competitive advantage in the marketplace.
Shortages in the availability of subcontract labor may delay construction schedules and increase our costs.
We conduct our construction operations only as a general contractor. Virtually all construction and development work is performed by unaffiliated third-party consultants and subcontractors. As a consequence, we depend on the continued availability of and satisfactory performance by these consultants and subcontractors for the construction of our communities and homes and to provide related materials. The cost of labor may notalso be successfuladversely affected by shortages of qualified trades people, changes in laws and regulations relating to union activity and changes in immigration laws and trends in labor migration. Throughout various homebuilding cycles, we have experienced shortages of skilled labor in certain markets, which led to increased labor costs and delayed construction schedules. For example, we experienced delays in our construction cycle time in 2021 due to a limited pool of subcontract labor caused by the combined impact of elevated demand for homes and government restrictions on certain activities in some geographies in response to the global pandemic. Although we continually strive to be a partner of choice with our trades, we cannot be assured that in the future expansionthere will be a sufficient supply of, or satisfactory performance by, these unaffiliated third-party subcontractors and integrating future acquisitions. Our expansion into new or existing marketsconsultants, which could have a material adverse effect on our business.
Operational Risks
Information technology failures and data security breaches could harm our business.
We use information technology and other computer resources to carry out important operational, financial and marketing activities as well as maintain our business records. Many of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify certain security and service level standards. We and our service providers employ what we believe are appropriate security, disaster recovery and other preventative and corrective systems and processes. Additionally, we maintain cyber-security insurance and require our employees to complete an annual information security training and compliance program; however, our ability to conduct our business may be impaired if these information technology resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such
hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources. For example, during the first quarter of 2020, some of our systems were affected by a malware attack that encrypted certain information on some of our systems and resulted in limitations to certain employee access for a short duration to certain of our systems and services, although all core operating activities continued during our remediation process. We completed this remediation process and our computer systems were restored, and the incident did not have a material adverse effect on our results of operations and/or financial condition and did not result in any exfiltration of data.
We cannot be assured, however, that similar or more serious attacks will not occur in the future and a significant and extended disruption in the functioning of our information technology and other computer resources could damage our reputation and cause us to lose customers and sales, result in the unintended public disclosure or the misappropriation of proprietary, personal and confidential information (including information about our homebuyers, employees and business partners), and require us to incur significant expense to address and remediate these kinds of issues. The release of confidential information may also lead to litigation or other proceedings against us by affected individuals and/or business partners and/or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a material and adverse effect on our consolidated financial statements and reputation. In addition, the costs of maintaining adequate protection against such threats, depending on their evolution, pervasiveness and frequency and/or government-mandated standards or obligations regarding protective efforts, are expected to continue to increase in the future and may be material to our consolidated financial statements.
The loss of key personnel may negatively impact us.
Our success largely depends on the continuing services of certain key employees and our ability to attract and retain qualified personnel. We have employment agreements with certain key employees who we believe possess valuable industry knowledge, experience and leadership abilities that would be difficult in the short term to replicate. The loss of the services of such key employees could harm our operations and business plans.
Regulatory Risks
Expirations, amendments or changes to tax laws, incentives or credits currently available to us and our homebuyers may negatively impact our business.
Under previous tax law, certain expenses of owning a home, including mortgage loan interest costs and real estate taxes, generally were deductible expenses for the purpose of calculating an individual's federal, and in some cases state, tax liability. However, the Tax Cuts and Jobs Act (the "Tax Act") signed into law in December 2017 limited these deductions for some individuals. The Tax Act caps individual state and local tax deductions at $10,000 for the aggregate of state and local real property and income taxes or state and local sales taxes. Additionally, the Tax Act reduces the cap on mortgage interest deduction to $750,000 of debt for debt incurred after December 15, 2017. The limits on deductibility of mortgage interest and property taxes may increase the after-tax cost of owning a home for some individuals. Any increases in personal income tax rates and/or additional tax deduction limits relating to the cost of home ownership could adversely impact demand for homes, including homes we build, which could adversely affect the results of our operations.
We are subject to federal and state income taxes and recognize benefits from certain allowable deductions. Increases in statutory tax rates or the elimination or reduction of available deductions could adversely affect the results of our operations and the realization of our deferred tax assets.
Our income tax provision and other tax liabilities may be insufficient if taxing authorities initiate and are successful in asserting tax positions that are contrary to our position.
In the normal course of business, we are audited by various federal, state and local authorities regarding income tax matters. Significant judgment is required to determine our provision for income taxes and our liabilities for federal, state, local and other taxes. Although we believe our approach to determining the appropriate tax treatment is supportable and in accordance with tax laws and regulations and relevant accounting literature, it is possible that the final tax authority will take a tax position that is materially different than ours. As each audit is conducted, adjustments, if any, are recorded in our consolidated financial statements in the period determined. Such differences could have a material adverse effect on our income tax provision or benefit, or other tax reserves, in the reporting period in which such determination is made and, consequently, on our results of operations, financial position and/or cash flows and/for such period. We have no federal or profitability asstate income tax examinations being conducted at this time.
Failure to comply with laws and regulations by our employees or representatives may harm us.
We are required to comply with applicable laws and regulations that govern all aspects of our business including land acquisition, development, home construction, labor and employment, mortgage origination, insurance, title and escrow operations, sales and warranty. It is possible that individuals acting on our behalf could intentionally or unintentionally violate some of these laws and regulations. Although we endeavor to comply with such laws and regulations and take immediate action if we become aware of such violations, we may incur costs to integrate new markets intofines, penalties or losses as a result of these actions and our operations in advancereputation with governmental agencies and our customers may be damaged. Further, other acts of those operations providing a right-sized impact to our bottom line. The magnitude, timing and nature of any future expansion will depend on a number of factors, including suitable additional markets and/or acquisition candidates, the negotiation of acceptable terms, our financial capabilities, the size of the new business, and general economic and business conditions. New acquisitionsbad judgment may also result in the incurrence of additional debt. Acquisitions also involve numerous risks, including difficultiesnegative publicity and/or delays in the assimilation and integration of the acquired company’s operations, the incurrence of unanticipated liabilities or expenses, the diversion of management’s attention from other business concerns, risks of entering markets in which we have limited or no direct experience and the potential loss of key employees of the acquired company. In our recent acquisitions in Nashville, Atlanta and Greenville, the integration of the operations was slower than originally anticipated. It cannot be assured that integration delays for future acquisitions will not occur, and such delays could have an impact on our operations and our financial results.consequences.
We are subject to extensive government regulations that could cause us to incur significant liabilities or restrict our business activities.
Regulatory requirements could cause us to incur significant liabilities and costs and could restrict our business activities. We are subject to local, state and federal statutes, codes, and rules regulating labor and employment matters, relationships with trade partners and their employees, certain developmentalland development matters, as well as building and site design.design and construction. We are subject to various fees and charges of government authorities designed to defray the cost of providing certain governmental services and improvements. We may be subject to additional costs and delays or may be precluded entirely from building projects because of “no-growth” or “slow-growth” initiatives, building permit ordinances, building moratoriums, or similar government regulations that could be imposed in the future due to health, safety, climate, welfare or environmental concerns. We must also obtain licenses, permits and approvals from government agencies to engage in certain activities, the granting or receipt of which are beyond our control and could cause delays in our homebuilding projects.
We are alsoWith growing concern from government agencies and the general public over the effects of climate change on the environment, we may be subject to additional regulatory responses to reduce greenhouse gas emissions and combat climate change that may increase our costs particularly as they relate to land development and home construction activities. Most recently, for example, in California, we were subject to the California Energy Commission’s Building Energy Efficiency Standards under Title 24. As part of the updated building codes, all homes constructed in California with permits obtained in 2020 and beyond are required to have solar panels, which we offer as standard feature for homes built in the state. Such compliance has not had a variety of local, statematerial impact on our operations; however, it could increase our operating and federal statutes, ordinances, rulescompliance costs in the future or require additional technology and regulations concerning the protection of healthcapital investment. These and the environment. Environmentalother similar environmental laws or permit restrictions may also result in projectproduction delays may cause substantial compliance and other costs and may prohibit or severely restrict development in certain environmentally sensitive regions or geographic areas. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials, such as lumber. While we believe we are complying in all material respects with existing climate-related government standards and regulations applicable to our business, we also cannot predict our future exposure given the rapidly changing nature of environmental matters.
There is a variety of new legislation being enacted, or considered for enactment at the federal, state, local and international levels relating to energy and climate change. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards could significantly increase our cost to construct homes. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and become more costly to comply with. Similarly, energy-and climate-related initiatives affect a wide variety of companies throughout the United States and the world and because our operations are heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, they could have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive cap and trade and similar energy and climate-related regulations.
The increasing attention to ESG matters and our responses to these matters could have an adverse effect on our business. We published our inaugural ESG report in 2021. We voluntarily followed certain reporting frameworks in our ESG report that we believe are of value to our investors and other stakeholders. We intend to continue to research, evaluate, and implement applicable disclosures and initiatives related to ESG matters, however, if we are unable to adequately address such ESG matters or fail to comply with future mandatory reporting requirements, it could negatively impact our reputation and our business results.
Our financial services operations are subject to extensive regulations that could cause us to incur significant liabilities or restrict our business activities.
Our wholly-owned title company, Carefree Title, Agency, provides title insurance and closing settlement services for our homebuyers. The title and settlement services provided by Carefree Title Agency are subject to various regulations, including regulation by state banking and insurance regulations.
Our mortgage joint venture is engaged in mortgage broker activities and provides services to our homebuyers. Potential changes to federal and state laws and regulations could have the effect of limiting our activities or how our mortgage joint venture conducts its operations and this could have an adverse effect on our results of operations.
Our mortgage joint venture is engaged in mortgage broker activities and provides services both to our customers and other homebuyers. The mortgage industry remains under intense scrutiny and continues to face increasing regulation at the federal, state and local level. Although we do not originate mortgages, we are directly or indirectly subject to certain of these regulations. In addition, if we are determined to have violated federal or state regulations, we face the loss of our licenses or other required approvals or we could be subject to fines, penalties, civil actions or we could be required to suspend our activities, each of which could have an adverse effect on our reputation, results and operations.
Legislation relating to energy and climate change could increase our costs to construct homes.
There is a variety of new legislation being enacted, or considered for enactment at the federal, state, local and international levels relating to energy and climate change. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy
efficiency standards could significantly increase our cost to construct homes. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and become more costly to comply with. Similarly, energy-related initiatives affect a wide variety of companies throughout the United States and the world and because our operations are heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, they could have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive cap and trade and similar energy-related regulations.
Our ability to build energy-efficient technologies at a profitable price point may be replicated by other builders in the future, which could reduce our competitive advantage.
We believe we currently have a competitive advantage over many of the other production homebuilders by virtue of our energy efficiency technologies. Our communities offer a high level of energy-saving features included in the base price of our homes, and most of our home plans are engineered to facilitate the incorporation of optional solar features to further optimize energy savings. If other builders are able to replicate our energy efficient technologies and offer them at a similar price point or are required to do so by changing regulatory standards, it could diminish our competitive advantage in the marketplace.
Information technology failures and data security breaches could harm our business.
We use information technology and other computer resources to carry out important operational and marketing activities as well as maintain our business records. Many of these resources are provided to us and/or maintained on our behalf by third-party service providers pursuant to agreements that specify certain security and service level standards. Although we and our service providers employ what we believe are adequate security, disaster recovery and other preventative and corrective measures, our ability to conduct our business may be impaired if these resources are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, intentional penetration or disruption of our information technology resources by a third party, natural disaster, hardware or software corruption or failure or error (including a failure of security controls incorporated into or applied to such hardware or software), telecommunications system failure, service provider error or failure, intentional or unintentional personnel actions (including the failure to follow our security protocols), or lost connectivity to our networked resources.
A significant and extended disruption in the functioning of these resources could damage our reputation and cause us to lose customers, sales, result in the unintended public disclosure or the misappropriation of proprietary, personal and confidential information (including information about our homebuyers, employees and business partners), and require us to incur significant expense to address and resolve these kinds of issues. The release of confidential information may also lead to litigation or other proceedings against us by affected individuals and/or business partners and/or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a material and adverse effect on our consolidated financial statements and reputation. In addition, the costs of maintaining adequate protection against such threats, depending on their evolution, pervasiveness and frequency and/or government-mandated standards or obligations regarding protective efforts, are expected to continue to increase and could be material to our consolidated financial statements.General Risk Factors
Negative publicity could adversely affect our reputation and our business, financial results and stock price.
Unfavorable media related to our industry, company, brand, personnel, operations, business performance, or prospects may impact our stock price and the performance of our business, regardless of its accuracy or inaccuracy. The speed at which negative publicity is disseminated has increased dramatically through the use of electronic communication, including social media outlets, websites, "tweets", and blogs. Our success in maintaining and expanding our brand image depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative commentary from any media outlets could damage our reputation and reduce the demand for our homes, which would adversely affect our business.
Our business could be materially disrupted by an epidemic or pandemic (such as the present COVID-19 pandemic), or fear of such an event, and the measures that federal, state and local governments and/or health authorities implement to address it.
Demand for our homes is dependent on a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market valuations, consumer confidence, housing demand, availability of building materials, availability of financing for home buyers, availability and prices of new homes compared to existing inventory, and demographic trends. These factors can be significantly adversely affected by a variety of factors beyond our control. For example, the COVID-19 pandemic and the measures undertaken by governmental authorities to address it, initially disrupted or prevented us from operating parts our business in the ordinary course. With the exception of a brief pause in March and April of 2020, the COVID-19 pandemic and its effects on the economy have not adversely affected our results of operations to date. However, future disruptions and governmental actions combined with any associated economic and/or social instability or distress, may have an adverse impact on our results of operations, financial condition and cash flows.
Any of the above risk factors could have a material adverse effect on any investment in our bonds and common stock. As a result, investors could lose some or all of their investment.
Special Note of Caution Regarding Forward-Looking Statements
In passing the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Congress encouraged public companies to make “forward-looking statements” by creating a safe-harbor to protect companies from securities law liability in connection with forward-looking statements. We intend to qualify both our written and oral forward-looking statements for protection under the PSLRA.
The words “believe,” “expect,” “anticipate,” “forecast,” “plan,” “intend,” “may,” “will,” “should,” “could,” “estimate,” "target," and “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. All statements we make other than statements of historical fact are forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933 ("Securities Act"), and Section 21E of the Exchange Act. Forward-looking statements in this Annual Report include statements concerning our belief that we have ample liquidity; our goals, strategies and strategiesstrategic initiatives and the anticipated benefits relating thereto; our intentions and the expected benefits and advantages of our product and land positioning strategies, including with respect to our focus on the first-time and first move-up buyer;buyer and housing demand for affordable homes; the benefits of and our intentions to use options to acquire land; our design center strategy; our exposure to supplier concentration risk;risk and other matters concerning our supply chain; our delivery of substantially all of our backlog existing as of year end; our positions and our expected outcome relating to litigation in general; the sufficiency of our warranty reserves; our intentions to not pay dividends; growth in the first-time buyer segment that are seeking entry-level homes; the timing, locations and extenttargeted number of new community openings in 2019;2022 and beyond; that we may repurchase our debt and equity securities; our non-use of derivative financial instruments; expectations regarding our industry and our business into 20192022 and beyond, including the potential impact thereon of COVID-19 and governmental imposed restrictions and reaction thereto; the demand for and the pricing of our homes; our land and lot acquisition strategy (including that we will redeploy cash to acquire well-positioned finished lots and that we may participate in joint ventures or opportunities outside of our existing markets if opportunities arise and the benefits relating thereto); that we may expand into new markets; the availability of labor and materials for our operations; that we may seek additional debt or equity capital; our expectation that existing guarantees, letters of credit and performance and surety bonds will not be drawn on; the sufficiency of our insurance coverage and warranty reserves; the sufficiency of our capital resources to support our business strategy; the sufficiency of our land pipeline; the impact of new accounting standards and changes in accounting estimates; trends and expectations concerning sales prices, sales orders, cancellations, construction and materials costs, gross margins, land costs, community counts and profitability and future home inventories; our future cash needs; the impact of seasonality; and our future compliance with debt covenants.
Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements, and that could negatively affect our business are discussed above in this report under the heading “Risk Factors.”
Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, the investment community is urged not to place undue reliance on forward-looking statements. In addition, we undertake no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate office is in a leased building located in Scottsdale, Arizona with 68,393approximately 72,000 square feet and a September 30, 2023 lease expiration.
We lease an aggregate of approximately 337,000325,000 square feet of office space (of which approximately 15,000 square feet is currently subleased by us to third parties) in our markets for our operating divisions, corporate and executive offices.
Item 3. Legal Proceedings
We are involved in various routine legal and regulatory proceedings, including, without limitation, warranty claims and litigation and arbitration proceedings alleging construction defects. In general, the proceedings are incidental to our business, and most exposure is subject to and should be covered by warranty and indemnity obligations of our consultants and subcontractors. Additionally, some such claims are also covered by insurance. In addition to our warranty reserve, we have approximately $439,000$1.0 million of total reserves not related to warranty or construction defect matters. See Note 1 and Note 1516 of the accompanying consolidated financial statements for additional information related to construction defect and warranty related reserves. With respect to the majority of pending litigation matters, our ultimate legal and financial responsibility, if any, cannot be estimated with certainty and, in most cases, any potential losses related to these matters are not considered probable. Historically, most disputes regarding warranty claims are resolved prior to litigation.
Since 2010, we were involved in various legal proceedings regarding a Nevada based land acquisition and development joint venture known as South Edge, LLC relating to a Henderson, Nevada project known as Inspirada. In February 2018, we received $4.8 million to settle and conclude our legal claims against certain members of that venture.
We believe there are no pending legal or warranty matters that could have a material adverse impact upon our unaudited consolidated financial condition, results of operations or cash flows that have not been sufficiently reserved.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol "MTH".
On February 1, 20192022 there were 175139 owners of record of our common stock. A substantially greater number of owners of our common stock are beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
The transfer agent for our common stock is Computershare, Inc., 250 Royall462 South 4th Street, Canton, MA 02021 Louisville, KY 40202 (www.computershare.com).
The following graph compares the five-year total return of our common stock with the S&P 500 Index and the Dow Jones US Home Construction Index. The graph assumes $100 invested as of December 31, 20132016 in Meritage Common Stock, the S&P 500 Index and the Dow Jones US Home Construction Index, and the re-investment of all dividends. The performance of our common stock depicted in the graphs is not indicative of future performance.
|
| | | | | | | | | | | | | | | | | | |
| | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 |
| Meritage Homes Corporation | | 100.00 |
| | 74.99 |
| | 70.83 |
| | 72.52 |
| | 106.69 |
| | 76.52 |
|
| S&P 500 Index | | 100.00 |
| | 111.42 |
| | 110.83 |
| | 121.30 |
| | 144.56 |
| | 135.96 |
|
| Dow Jones US Home Construction Index | | 100.00 |
| | 107.35 |
| | 117.43 |
| | 108.82 |
| | 190.54 |
| | 129.32 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 |
| Meritage Homes Corporation | | 100.00 | | | 147.13 | | | 105.52 | | | 175.60 | | | 237.99 | | | 350.75 | |
| S&P 500 Index | | 100.00 | | | 119.17 | | | 122.08 | | | 143.97 | | | 166.96 | | | 211.27 | |
| Dow Jones US Home Construction Index | | 100.00 | | | 175.09 | | | 118.84 | | | 174.26 | | | 213.42 | | | 321.93 | |
The preceding Performance Graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any filing under the Securities Act of 1933 or Securitiesthe Exchange Act, of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Historically, we have not declared cash dividends, nor do we intend to declare cash dividends in the foreseeable future. We plan to retain our earnings to finance the continuing operation and growth of the business. Future cash dividends, if any, will depend upon our financial condition, results of operations, capital requirements, statutory requirements, restrictions imposed by our Credit Facility, as well as other factors considered relevant by our Board of Directors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.
Reference is made to Note 10 in the accompanying consolidated financial statements for a description of our stock-based compensation plans.
Issuer Purchases of Equity Securities
On July 25, 2018, ourFebruary 13, 2019, the Board of Directors approvedauthorized a new stock repurchase program, authorizing the expenditure of
up to $100.0 million to repurchase shares of our common stock. On November 13, 2020, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock subjectunder this program. On August 12, 2021, the Board of Directors authorized the expenditure of an additional $100.0 million to certainrepurchase shares of our common stock under this program. There is no stated expiration for this program. The repurchases of the Company's shares may be made in the open market, in privately negotiated transactions, or otherwise. The timing and amount of repurchases, if any, will be determined by the Company's management at its discretion and be based on a variety of factors such as the market price parameters. Thisof the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The share repurchase program replaced the previously authorized program that was in place.may be modified, suspended or discontinued at any time. We acquired 2.6 million639,346 shares of our common stock at an aggregate purchase price of $100.0$61.0 million between July 30, 2018 andfor the year ended December 31, 2018. The Company retired all shares repurchased. There are no remaining funds2021. As of December 31, 2021, there was approximately $153.4 million available under this program.program to repurchase shares.
A summary of the Company's repurchase activity for the three months ended December 31, 20182021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Approximate dollar value of shares that may yet be purchased under the plans or programs |
| October 1, 2021 - October 31, 2021 | 243,885 | | | $ | 98.30 | | | 243,885 | | | $ | 153,380,935 | |
| November 1, 2021 - November 30, 2021 | — | | | $ | — | | | — | | | $ | 153,380,935 | |
| December 1, 2021 - December 31, 2021 | — | | | $ | — | | | — | | | $ | 153,380,935 | |
| Total | 243,885 | | | | | 243,885 | | | |
|
| | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Approximate dollar value of shares that may yet be purchased under the plans or programs |
| October 1, 2018 - October 31, 2018 | 526,800 |
| | $ | 36.26 |
| | 526,800 |
| | $ | 51,544,829 |
|
| November 1, 2018 - November 30, 2018 | 1,023,067 |
| | $ | 37.75 |
| | 1,023,067 |
| | $ | 12,921,028 |
|
| December 1, 2018 - December 31, 2018 | 347,728 |
| | $ | 37.16 |
| | 347,728 |
| | $ | — |
|
| Total | 1,897,595 |
| | | | 1,897,595 |
| | |
Item 6. Selected Financial Data[Reserved]
The following table presents selected historical consolidated financial and operating data of Meritage Homes Corporation and subsidiaries as of and for each of the last five years ended December 31, 2018. The financial data has been derived from our audited consolidated financial statements and related notes for the periods presented. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this Annual Report. These historical results may not be indicative of future results.
|
| | | | | | | | | | | | | | | | | | | | |
| | | Historical Consolidated Financial Data Years Ended December 31, |
| | | ($ in thousands, except per share amounts) |
| | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| Income Statement Data: | | | | | | | | | | |
| Homebuilding: | | | | | | | | | | |
| Total closing revenue | | $ | 3,513,419 |
| | $ | 3,226,772 |
| | $ | 3,029,227 |
| | $ | 2,568,082 |
| | $ | 2,169,643 |
|
| Total cost of closings (1) | | (2,884,266 | ) | | (2,660,273 | ) | | (2,498,015 | ) | | (2,079,373 | ) | | (1,717,026 | ) |
| Total closing gross profit | | 629,153 |
| | 566,499 |
| | 531,212 |
| | 488,709 |
| | 452,617 |
|
| Financial services profit | | 24,044 |
| | 22,055 |
| | 21,902 |
| | 19,271 |
| | 16,178 |
|
| Commissions and other sales costs | | (241,897 | ) | | (221,647 | ) | | (215,092 | ) | | (188,418 | ) | | (156,742 | ) |
| General and administrative expenses | | (138,478 | ) | | (124,041 | ) | | (123,803 | ) | | (112,849 | ) | | (104,598 | ) |
| Earnings/(loss) from unconsolidated entities, net | | 601 |
| | 2,101 |
| | 4,060 |
| | (338 | ) | | (447 | ) |
| Interest expense | | (785 | ) | | (3,853 | ) | | (5,172 | ) | | (15,965 | ) | | (5,163 | ) |
| Other income/(expense), net | | 10,616 |
| | 6,405 |
| | 4,953 |
| | (946 | ) | | 6,572 |
|
| Earnings before income taxes | | 283,254 |
| | 247,519 |
| | 218,060 |
| | 189,464 |
| | 208,417 |
|
| Provision for income taxes | | (55,922 | ) | | (104,264 | ) | | (68,519 | ) | | (60,726 | ) | | (66,176 | ) |
| Net earnings | | $ | 227,332 |
| | $ | 143,255 |
| | $ | 149,541 |
| | $ | 128,738 |
| | $ | 142,241 |
|
| Earnings per common share: | | | | | | | | | | |
| Basic | | $ | 5.67 |
| | $ | 3.56 |
| | $ | 3.74 |
| | $ | 3.25 |
| | $ | 3.65 |
|
| Diluted (2) | | $ | 5.58 |
| | $ | 3.41 |
| | $ | 3.55 |
| | $ | 3.09 |
| | $ | 3.46 |
|
| Balance Sheet Data (December 31): | | | | | | | | | | |
| Cash, cash equivalents, investments and securities and restricted cash | | $ | 311,466 |
| | $ | 170,746 |
| | $ | 131,702 |
| | $ | 262,208 |
| | $ | 103,333 |
|
| Real estate | | $ | 2,742,621 |
| | $ | 2,731,380 |
| | $ | 2,422,063 |
| | $ | 2,098,302 |
| | $ | 1,877,682 |
|
| Total assets (3) | | $ | 3,365,479 |
| | $ | 3,251,258 |
| | $ | 2,888,691 |
| | $ | 2,679,777 |
| | $ | 2,306,011 |
|
| Senior and convertible senior notes, net and loans payable and other borrowings (3) | | $ | 1,310,057 |
| | $ | 1,283,804 |
| | $ | 1,127,314 |
| | $ | 1,117,040 |
| | $ | 925,081 |
|
| Total liabilities (3) | | $ | 1,644,724 |
| | $ | 1,674,433 |
| | $ | 1,467,196 |
| | $ | 1,420,840 |
| | $ | 1,196,522 |
|
| Stockholders’ equity | | $ | 1,720,755 |
| | $ | 1,576,825 |
| | $ | 1,421,495 |
| | $ | 1,258,937 |
| | $ | 1,109,489 |
|
| Cash Flow Data: | | | | | | | | | | |
| Cash (used in)/provided by: | | | | | | | | | | |
| Operating activities | | $ | 262,200 |
| | $ | (87,132 | ) | | $ | (103,402 | ) | | $ | (3,335 | ) | | $ | (211,248 | ) |
| Investing activities | | $ | (33,527 | ) | | $ | (17,072 | ) | | $ | (20,106 | ) | | $ | (16,487 | ) | | $ | (62,867 | ) |
| Financing activities | | $ | (87,953 | ) | | $ | 143,248 |
| | $ | (6,998 | ) | | $ | 178,697 |
| | $ | 103,312 |
|
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(1) | Total cost of closings includes $6.7 million, $6.7 million, $3.8 million, $6.6 million and $3.7 million of home and land impairments for the years ending December 31, 2018, 2017, 2016, 2015 and 2014, respectively. |
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(2) | Diluted earnings per common share for the years ended December 31, 2017, 2016, 2015 and 2014 includes adjustments to net earnings to account for the interest attributable to our convertible debt, net of income taxes. See Note 8 of our consolidated financial statements for additional information. |
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(3) | Capitalized debt costs were retrospectively reclassified from Prepaids, other assets and goodwill to Senior and convertible senior notes, net as a result of FASB's issuance of ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Debt costs reclassified from assets to liabilities amounted to $10.7 million, and $10.1 million for December 31, 2015 and 2014, respectively.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview and Outlook
Industry Conditions
2018The housing market was a yearexceptionally strong in 2021 as the high demand that we experienced in 2020 continued, driven by favorable market factors including low mortgage interest rates, record low supply of growthexisting homes and transition forpersistent demand, particularly from the real estatemillennial and homebuilding industries, as they benefited throughbaby boomer generations who are experiencing increased levels of household savings alongside life events that align with home ownership. We believe that the first half of the year from strongelevated demand created by these underlying economic and housing market fundamentals, but that strong demand waneddemographic factors will continue in the second half of 2018 as rising interest rates and home prices caused buyersnear to delay their home purchasing decisions. This pause in homebuyer activity was most prevalent among move up-buyers, hesitantmid-term but will taper to sell their existinga normalized pace over time. We believe our strategy for providing affordable new homes and potentially purchase a new home with a higher underlying interest rate. With the meaningful re-entry of millennials into the home buying market and the desire to downsize in the baby boomer generation, combined with plentiful mortgage availability and improving economic metrics for most segments of the population, we believe this pause is temporary and demand will continue for new homes. Homebuilders with attractive, lower price-point product in desirable locations should be poisedwith inventory available for quick move-in is well positioned to capture this pent-up demand for nicely appointed but affordable homes, as buyers in this environment are primarily motivated by affordability. We believe the longer-term economic data supports continued growth in the current homebuilding cycle, although the outlook of the next several quarters is uncertain as the market absorbs the psychological impact of higher home prices and increasing interest rates.address these buyer concerns.
At Meritage, we continue to focus on enhancing our pivot to the first-timeentry-level and first move-up buyerproduct through our commitment to simplification and remaining focused on our key strategicfinancial initiatives of home closing gross margin improvement, selling, general and administrative cost control, balance sheet management and long-term community count stability. We believe the successful executiongrowth. As of these initiatives will position us to improve profitability, as we continue our transition. We have made considerable progress as one-thirdDecember 31, 2021, 98% of our currentending number of actively selling communities are targeted to first-time or first move-up buyers and those buyersbuyer segments represented approximately 40%98% of our orders in 2018. We2021. In 2021, supply chain constraints and labor shortages caused by COVID-19 and other economic-related disruptions impacted our production and the homebuilding industry as a whole. Through long cultivated relationships with our national and local partners, we were able to navigate the limitations and expect to continue to deliver onutilize our initiatives as wespec-heavy, limited SKU operating model to manage the supply chain concerns that are opening an increasing number of communities that targetexpected to continue for at least the first-time buyer as well as the first move-up buyer. We believe this strategy will allow us to achieve higher gross margins and better opportunities to leverage our overhead costs.next several quarters.
Summary Company Results
Total home closing revenue increased by 9.0%14.1% due to $3.5higher home closing volume and higher ASPs, growing to our highest annual home closing revenue in Company history of $5.1 billion for the year ended December 31, 20182021 from $3.2$4.5 billion in 2017. Total home closing revenue for the year ended December 31, 2017 was 6.1% higher than the $3.0 billion recorded for the year ended December 31, 2016.2020. Home closing gross margin for the year ended December 31, 20182021 improved by 60580 basis points to 18.2%27.8% while gross margin for both of the yearsyear ended December 31, 2017 and 20162020 was 17.6%22.0%. The improvedhigher margin in 20182021 reflects efficiencies in our construction processincreased pricing power, higher closings and effective cost controls, despite rising prices for lumber and other commodities. We recorded impairment charges of approximately $2.1 million during the year ended December 31, 2021, primarily resulting from the decision to sell land assets that no longer fit our strategy, compared to $24.9 million of similar charges in 2020. General and administrative expenses as a percentage of home closing revenue held steady at 3.6% in both 2021 and 2020, but did increase $22.4 million over the prior year to $181.4 million, primarily driven by higher performance related compensation expenses and a higher employee headcount. Interest expense decreased to $0.3 million for the year ended December 31, 2021 from $2.2 million in 2020, as we benefited from lower interest rates as a result of our debt refinancing in April 2021 and more capitalization of interest on a higher balance of qualified assets. In connection with the debt refinancing transaction, we recognized an inflationary cost environment. Improved revenue from higher closing volume resulted$18.2 million loss on early extinguishment of debt (see Note 7 in pre-taxthe accompanying financial statements for additional information). Pre-tax net earnings of $283.3$954.8 million in 2018 as compared to $247.52021 increased 79.0% from $533.6 million in 2017 and $218.1 million in 2016. Our 2018 post-tax results benefited significantly from the Tax Act that was enacted in 2017 and became effective beginning in 2018. The result was a 19.7% effective tax rate in 2018 as compared to a 42.1% effective tax rate in 2017.2020. Our effective tax rate in 20162021 was 31.4%. The lower22.8% as compared to a 20.6% effective tax rate in 2018 reflects a lower corporate tax rate as a result of the Tax Act as well as additional energy credits captured on homes closed in prior years. The higher rate in 2017 reflects a $19.7 million revaluation of our deferred tax asset for the impact of new corporate tax rates. Refer to Note 11 for additional information related to income taxes.2020. Net income for the year ended December 31, 20182021 was $227.3$737.4 million compared to $143.3$423.5 million in 2017 and $149.5 million2020.
Our results for 2021 reflect strong growth in 2016.
Companywide, we experienced increases inboth closings and orders in 2018 comparedas buyers took advantage of the persistent low interest-rate environment and capitalized on their desire to prior year.purchase their first home or move out of their existing home and transition to a larger, healthier home with indoor space to accommodate work and school from home needs and outdoor space to enjoy. We ended 20182021 with 8,53112,801 closings, a 10.7%our highest closing volume in Company history and represented an 8.2% increase over 7,70911,834 closings in 2017.2020. Orders improved slightly in 2018 with 8,089were relatively flat year-over-year, at 13,808 orders for the year compared to 7,95713,724 in 2017. Despite the slight increase in2020 due to our metering of orders order dollars decreased by 1.7% to $3.2 billion in 2018 compared to $3.3 billion in the prior year related to a 3.3% decrease in average sales price reflecting our transition to entry-level product.align with production constraints. At December 31, 2018,2021, our backlog of $1.0$2.5 billion on 2,4335,679 units decreasedincreased by 18.5% and 15.4%, respectively,38.8% in value, compared to $1.2$1.8 billion on 2,8754,672 units at December 31, 2017. The decrease in backlog stems from a slowing of orders in the latter part of 2018 due to uncertain2020. Supported by strong market conditions combined with a strong fourth quarter of closings and lower average sales prices fromdemand, our product mix shift. Our average sales price for homes in backlog decreased by 3.6% compared to priorfull year at $417,600 from $433,300 at December 31, 2017. Backlog at December 31, 2016 was $1.1 billion on 2,627 units. Our cancellation rate on sales orders as a percentage of gross sales units in 2018 increased2021 decreased to 15.7%10.2% as compared to 13.4% and 13.1%13.6% for the yearsyear ended December 31, 2017 and 2016, respectively. Although traffic levels and gross sales in 2018 were on par or an improvement to 2017, an increase in cancellations in the second half of the year reflect heightened caution among buyers as they pause to assess the market.
2020.
Company Positioning
We believe that the investments in our new communities particularly those designed for the first-time and first move-up homebuyer, our commitment to an all-spec strategy for our entry-level homes, our simplified first move-up design studio process, and industry-leading innovation in energy-efficient product offerings and automation create a differentiated strategy that has aided us in our growth in the highly competitive new home market.
Our focus includes the following strategic initiatives:
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• | Expanding the number of LiVE.NOW®communities that target the growing first-time homebuyer;
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Improving•Expanding our community count and market share;
•Continuously improving the overall customerhome buying experience most recently through simplification and innovation;
•Leveraging and expanding on technological solutions through digital offerings to our customers, such as our virtual home tours, interactive maps, digital financial services offerings and online warranty portal;
•Increasing homeowner satisfaction by setting industry standards for energy-efficiency and offering healthier, safer homes that come equipped with standard features such as multi-speed HVAC systems to save energy and improve air quality and enhanced security features;
•Simplifying our production process to allow us to more efficiently build our homes and reduce our construction costs, which in turn allows us to competitively price our homes and deliver them on a simplification of the customer sale, purchaseshorter timeline; and construction process and option selection process for move-up buyers at Studio M;
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• | Enhancing our website and sales offices through investments in technology. All of our LiVE.NOW® communities feature interactive tools offering homebuyers the ability to search for available homes with their desired home features and based on their preferred availability or move-in dates;
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•Improving our home closing gross profit by growing revenue while managing costs,closing volume, allowing us to better leverage our overhead; and
Actively and strategically acquiring and developing land in key markets in order to maintain and grow our lot supply and active community count.
In order to maintain focus on growing our business, we also remain committed to the following:
Increasing•Maintaining a healthy orders and order pace through the use of our consumer and market research to ensure that we build homes that offer our buyers their desired features and amenities;
Expanding•Achieving or maintaining a position of at least 5% market share in all of our smaller markets;
•Continuing to innovate and promote our energy efficiency program and our M.Connected® M.Connected® Automation Suite to create differentiation for the Meritage brand;
•Managing construction efficiencies and costs through national and regional vendor relationships with a focus on quality construction and warranty management;
•Carefully managing our liquidity and a strong balance sheet, assheet; we ended the year with $311.5 million in cash and cash equivalents with a 43.2%27.6% debt-to-capital ratio and a 36.7%15.1% net debt-to-capital ratio and through the expansion and extension of our Credit Facility;ratio;
•Maximizing returns to our shareholders, most recently through our improved financial performance and share repurchase program; and
•Promoting a positive environment for our employees through our commitment to foster DE&I and providing market-competitive benefits in order to develop and motivate themour employees and to minimize turnover and to maximize recruitment efforts.
Critical Accounting PoliciesEstimates
We have established various accounting policies that govern the application of United States generally accepted accounting principles (“GAAP”) in the preparation and presentation of our consolidated financial statements. Our significant accounting policies are described in Note 1 of the accompanying consolidated financial statements included in this Form 10-K. Certain of these policies involve critical accounting estimates, which are significant judgments, assumptions and estimates by management in accordance with GAAP that mayinvolve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the carrying value of certain assets and liabilities, and revenue and costs. We are subject to uncertainties such as the impact of future events, economic, environmental, political and regulatory factors and changes in our business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of our financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Changes in estimates are revised when circumstances warrant. Such changes in estimates and refinements in methodologies are reflected in our reported results of operations and, if material, the effects of changes in estimates are disclosed in the notes to our consolidated financial statements. The judgments, assumptions and estimates we use and believe to be critical to our business are based on historical experience, knowledge of the accounts, industry practices, and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we have made, actual results may differ from these judgments and estimates and could have a material impact on the carrying values of assets and liabilities and the results of our operations.
The critical accounting policiesestimates that we deem most critical to us and involve the most difficult, subjective or complex judgmentsjudgements are as follows:
Revenue Recognition
We recognize revenue in accordance with ASC 606 Revenue from Contracts with Customers, byapplying the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the
performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) we satisfy the performance obligation. The performance obligation and subsequent revenue recognition for our three sources of revenue are outlined below:
Revenue from closings of residential real estate is recognized when closings have occurred, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.
Revenue from land sales is recognized when a significant down payment is received, title passes and collectability of the receivable is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.
Revenue from financial services is recognized when closings have occurred and all financial services have been rendered, which is generally upon the close of escrow.
Real Estate Valuation and Cost of Home Closings
Real estate inventory is stated at cost unless the community or land is determined to be impaired, at which point the inventory is written down to fair value as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)ASC 360-10, Property, Plant and Equipment. Inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, direct overhead costs incurred during development and home construction that benefit the entire community, less impairments, if any. Land and development costs are typically allocated and transferred to homes under construction when home construction begins. Home construction costs are accumulated on a per-home basis.basis, while selling and marketing costs are expensed as incurred. Cost of home closings includes the specific construction costs of the home and all related allocated land acquisition, land development and other common costs (both incurred and estimated to be incurred) that are allocated based upon the total number of homes expected to be closed in each community or phase. Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in thethat community or phase. When a home closes, we may have incurred costs for goods and services that have not yet been paid. Therefore, an accrualWe accrue a liability to capture such obligations is recorded in connection with the home closing andwhich is charged directly to cost of sales.
We capitalize qualifying interest to inventory during the development and construction periods. Capitalized interest is included in cost of closings when the related inventory is closed. Included within our real estate inventory is land held for development and land held for sale. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for these inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.
We rely on certain estimates to determine our construction and land development costs. Construction and land costs are comprised of direct and allocated costs, including estimated future costs. In determining these costs, we compile project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. Actual results can differ from these budgeted amounts for various reasons, including construction delays, labor or material shortages, slower absorptions, increases in costs that have not yet been committed, changes in governmental requirements, or other unanticipated issues encountered during construction and development and other factors beyond our control. To address uncertainty in these budgets, we assess, update and revise project budgets on a regular basis, utilizing the most current information available to estimate home construction and land development costs.
Typically, an entitleda community’s life cycle ranges from three to five years, commencing with the acquisition of the land, continuing through the land development phase, if applicable, and concluding with the sale, construction and closing of the homes. Actual community lives will vary based on the size of the community, the orders absorption rates and whether the land purchased was raw, landpartially-developed or in finished lots.status. Master-planned communities encompassing several phases and super-block land parcels may have significantly longer lives and projects involving smaller finished lot purchases may be significantly shorter.
All of our land inventory and related real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP. Impairment charges are recorded to write down an asset to its estimated fair value ifIf the undiscounted cash flows expected to be generated by thean asset are lower than its carrying amount.amount, impairment charges are recorded to write down the asset to its estimated fair value. Our determination of fair value is based on projections and estimates. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. OurWe conduct an analysis is conducted if indicators of a decline in value of our land and real estate assets exist.exists. If an asset is deemed to be impaired, the impairment recognized is measured as the amount by which the assets’ carrying amount exceeds their fair value. The impairment of a community is allocated to each lot on a straight-line basis.
Goodwill
Goodwill represents the excessbasis and is recognized in Cost of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill was $33.0 million as of December 31, 2018 and December 31, 2017. In accordance with ASC 350, Intangibles, Goodwill and Other ("ASC 350"), we analyze goodwill on an annual basis (or whenever indicators of impairment exist) through a qualitative assessment to determine whether it is necessary to perform a two-step goodwill impairment test. ASC 350 states that an entity may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Such qualitative factors include: (1) macroeconomic conditions, such as a deterioration in general economic conditions, (2) industry and market considerations such as deteriorationclosings in the environmentperiod in which the entity operates, (3) cost factors such as increasesimpairment is determined. We recorded impairment charges of approximately $2.1 million during the year ended December 31, 2021, primarily resulting from the decision to sell land assets that no longer fit our strategy, compared to $24.9 million of similar charges in raw materials, labor costs, etc.,2020.
We have not made any material changes in our methodology or significant assumptions used to record and (4) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings. If the qualitative analysis determines that additional impairment testing is required, the two-step impairment testing in accordance with ASC 350 would be initiated. We continually evaluate our qualitative inputs to assess whether eventsReal estate and circumstances have occurred that indicateCost of home closings during the goodwill balance may not be recoverable.past three years.
Warranty Reserves
We use subcontractors for nearly all aspects of home construction. Although our subcontractors are generally required to repair and replace any product or labor defects and cover any resultant damages, we are, during applicable warranty periods, ultimately responsible to the homeowner for making such repairs. As such, warranty reserves are recorded to cover our exposure to costs for materials and labor not expected to be covered by our subcontractors or available insurance to the extent they relate to warranty-type claims subsequent to the delivery of a home to the homeowner. Reserves are reviewed on a regular basis and, with the assistance of an actuary for the structural warranty, we determine their sufficiency based on our and industry-wide historical data and trends. These reserves are subject to variability due to uncertainties regarding structuralmaterial or construction defect claims, for the products we build, the markets in which we build, claim settlement history, insurance, legal interpretations and expected recoveries, among other factors.
At December 31, 2018,2021, our warranty reserve was $24.6$26.3 million, reflecting an accrual of 0.1% to 0.6%0.5% of a home’s sale price depending on our loss history in the geographic area in which the home was built. A 10% increase in our warranty reserve rate would have increased our accrual and corresponding cost of sales by approximately $1.6$1.8 millionin 2018.2021. There were no adjustments to our reserve in 2018balance for the years ended December 31, 2021 and we recorded net favorable adjustments to our reserve of $1.6 million in 2017. These adjustments were based on historical trends of actual claims paid combined with our success in recovery of expended amounts and the composition of the homes covered under warranty.December 31, 2020. While we believe that the warranty reserve is sufficient to cover our projected costs, there can be no assurances that historical data and trends will accurately predict our actual warranty costs. Furthermore, there can be no assurances that future economic, financial or legislative developments might not lead to a significant change in the reserve.
We have not made any material changes in our methodology or significant assumptions used to record and evaluate our Warranty Reserves during the past three years.
Valuation of Deferred Tax Assets
We account for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of both temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.
On December 22, 2017, the President signed into law the Tax Act. In accordance with ASC 740-10-25-47, we recognized the effects of the new legislation in the period that included the date of enactment. The Tax Act's impact on 2017 was to reduce the value of our net deferred tax balances by $19.7 million at December 31, 2017, which was estimated due to the change in the federal tax rate and has been reflected in our financial statements. At December 31, 2018, we have completed our accounting for the income tax effects of the Tax Act on our deferred tax assets. In accordance with SEC Staff Accounting Bulletin No. 118 and ASC 740, we have revised the valuation of our 2017 deferred tax assets for the impact of the Tax Act based on completion of our 2017 income tax returns. Accordingly, in 2018 we recorded a favorable adjustment of $2.7 million which has been reflected in our financial statements.
In accordance with ASC 740-10, Income Taxes, we evaluate our deferred tax assets by tax jurisdiction, including the benefit from net operating losses ("NOLs") by tax jurisdiction, to determine if a valuation allowance is required. Companies must assess, using significant judgments, whether a valuation allowance should be established based on the consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the length of statutory carryforward periods, experience with operating
losses and experience of utilizing tax credit carryforwards and tax planning alternatives. We have no valuation allowance on our deferred tax assets and NOL carryovers at December 31, 2018.
2021.
We have not made any material changes in our methodology or significant assumptions used to evaluate our Deferred tax assets during the past three years.
Home Closing Revenue, Home Orders and Order Backlog - Segment Analysis
The composition of our closings, home orders and backlog is constantly changing and is based on a dissimilar mix of communities between periods as new projects and product lines open and existing projects wind down. Further, individual homes within a community can range significantly in price due to differing square footage, option selections, lot sizes and quality and location of lots (e.g. cul-de-sac, view lots, greenbelt lots). These variations result in a lack of meaningful comparability between our home orders, closings and backlog due to the changing mix between periods.
For discussion of our fiscal 2020 results compared to our fiscal 2019 results, refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our Annual Report on Form 10-K for the year ended December 31, 2020. The tables on the following pages present operating and financial data that we consider most critical to managing our operations (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | Years Ended December 31, | | Year Over Year |
| | | 2021 | | 2020 | | Chg $ | | Chg % |
| Home Closing Revenue | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 5,094,873 | | | $ | 4,464,389 | | | $ | 630,484 | | | 14.1 | % |
| Homes closed | | 12,801 | | | 11,834 | | | 967 | | | 8.2 | % |
| Average sales price | | $ | 398.0 | | | $ | 377.3 | | | $ | 20.7 | | | 5.5 | % |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 802,401 | | | $ | 666,223 | | | $ | 136,178 | | | 20.4 | % |
| Homes closed | | 2,183 | | | 2,019 | | | 164 | | | 8.1 | % |
| Average sales price | | $ | 367.6 | | | $ | 330.0 | | | $ | 37.6 | | | 11.4 | % |
| California | | | | | | | | |
| Dollars | | $ | 776,528 | | | $ | 774,349 | | | $ | 2,179 | | | 0.3 | % |
| Homes closed | | 1,242 | | | 1,231 | | | 11 | | | 0.9 | % |
| Average sales price | | $ | 625.2 | | | $ | 629.0 | | | $ | (3.8) | | | (0.6) | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 335,490 | | | $ | 354,677 | | | $ | (19,187) | | | (5.4) | % |
| Homes closed | | 630 | | | 738 | | | (108) | | | (14.6) | % |
| Average sales price | | $ | 532.5 | | | $ | 480.6 | | | $ | 51.9 | | | 10.8 | % |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 1,914,419 | | | $ | 1,795,249 | | | $ | 119,170 | | | 6.6 | % |
| Homes closed | | 4,055 | | | 3,988 | | | 67 | | | 1.7 | % |
| Average sales price | | $ | 472.1 | | | $ | 450.2 | | | $ | 21.9 | | | 4.9 | % |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 1,500,682 | | | $ | 1,273,661 | | | $ | 227,021 | | | 17.8 | % |
| Homes closed | | 4,165 | | | 3,894 | | | 271 | | | 7.0 | % |
| Average sales price | | $ | 360.3 | | | $ | 327.1 | | | $ | 33.2 | | | 10.1 | % |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 600,554 | | | $ | 540,644 | | | $ | 59,910 | | | 11.1 | % |
| Homes closed | | 1,663 | | | 1,466 | | | 197 | | | 13.4 | % |
| Average sales price | | $ | 361.1 | | | $ | 368.8 | | | $ | (7.7) | | | (2.1) | % |
| Georgia | | | | | | | | |
| Dollars | | $ | 249,882 | | | $ | 229,577 | | | $ | 20,305 | | | 8.8 | % |
| Homes closed | | 647 | | | 642 | | | 5 | | | 0.8 | % |
| Average sales price | | $ | 386.2 | | | $ | 357.6 | | | $ | 28.6 | | | 8.0 | % |
| North Carolina | | | | | | | | |
| Dollars | | $ | 528,840 | | | $ | 388,776 | | | $ | 140,064 | | | 36.0 | % |
| Homes closed | | 1,390 | | | 1,132 | | | 258 | | | 22.8 | % |
| Average sales price | | $ | 380.5 | | | $ | 343.4 | | | $ | 37.1 | | | 10.8 | % |
| South Carolina | | | | | | | | |
| Dollars | | $ | 129,367 | | | $ | 105,369 | | | $ | 23,998 | | | 22.8 | % |
| Homes closed | | 377 | | | 331 | | | 46 | | | 13.9 | % |
| Average sales price | | $ | 343.1 | | | $ | 318.3 | | | $ | 24.8 | | | 7.8 | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 171,129 | | | $ | 131,113 | | | $ | 40,016 | | | 30.5 | % |
| Homes closed | | 504 | | | 381 | | | 123 | | | 32.3 | % |
| Average sales price | | $ | 339.5 | | | $ | 344.1 | | | $ | (4.6) | | | (1.3) | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 1,679,772 | | | $ | 1,395,479 | | | $ | 284,293 | | | 20.4 | % |
| Homes closed | | 4,581 | | | 3,952 | | | 629 | | | 15.9 | % |
| Average sales price | | $ | 366.7 | | | $ | 353.1 | | | $ | 13.6 | | | 3.9 | % |
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| | | | | | | | | | | | | | | |
| | | Years Ended December 31, | | Year Over Year |
| | | 2018 | | 2017 | | Chg $ | | Chg % |
| Home Closing Revenue | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 3,474,712 |
| | $ | 3,186,775 |
| | $ | 287,937 |
| | 9.0 | % |
| Homes closed | | 8,531 |
| | 7,709 |
| | 822 |
| | 10.7 | % |
| Average sales price | | $ | 407.3 |
| | $ | 413.4 |
| | $ | (6.1 | ) | | (1.5 | )% |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 485,867 |
| | $ | 515,410 |
| | $ | (29,543 | ) | | (5.7 | )% |
| Homes closed | | 1,505 |
| | 1,535 |
| | (30 | ) | | (2.0 | )% |
| Average sales price | | $ | 322.8 |
| | $ | 335.8 |
| | $ | (12.9 | ) | | (3.9 | )% |
| California | | | | | | | | |
| Dollars | | $ | 588,975 |
| | $ | 581,016 |
| | $ | 7,959 |
| | 1.4 | % |
| Homes closed | | 849 |
| | 963 |
| | (114 | ) | | (11.8 | )% |
| Average sales price | | $ | 693.7 |
| | $ | 603.3 |
| | $ | 90.4 |
| | 15.0 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 342,984 |
| | $ | 323,318 |
| | $ | 19,666 |
| | 6.1 | % |
| Homes closed | | 628 |
| | 571 |
| | 57 |
| | 10.0 | % |
| Average sales price | | $ | 546.2 |
| | $ | 566.2 |
| | $ | (20.1 | ) | | (3.5 | )% |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 1,417,826 |
| | $ | 1,419,744 |
| | $ | (1,918 | ) | | (0.1 | )% |
| Homes closed | | 2,982 |
| | 3,069 |
| | (87 | ) | | (2.8 | )% |
| Average sales price | | $ | 475.5 |
| | $ | 462.6 |
| | $ | 12.9 |
| | 2.8 | % |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 1,006,221 |
| | $ | 904,286 |
| | $ | 101,935 |
| | 11.3 | % |
| Homes closed | | 2,840 |
| | 2,493 |
| | 347 |
| | 13.9 | % |
| Average sales price | | $ | 354.3 |
| | $ | 362.7 |
| | $ | (8.4 | ) | | (2.3 | )% |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 455,292 |
| | $ | 353,554 |
| | $ | 101,738 |
| | 28.8 | % |
| Homes closed | | 1,078 |
| | 814 |
| | 264 |
| | 32.4 | % |
| Average sales price | | $ | 422.3 |
| | $ | 434.3 |
| | $ | (12.0 | ) | | (2.8 | )% |
| Georgia | | | | | | | | |
| Dollars | | $ | 161,969 |
| | $ | 104,690 |
| | $ | 57,279 |
| | 54.7 | % |
| Homes closed | | 468 |
| | 312 |
| | 156 |
| | 50.0 | % |
| Average sales price | | $ | 346.1 |
| | $ | 335.5 |
| | $ | 10.5 |
| | 3.1 | % |
| North Carolina | | | | | | | | |
| Dollars | | $ | 254,207 |
| | $ | 233,028 |
| | $ | 21,179 |
| | 9.1 | % |
| Homes closed | | 654 |
| | 533 |
| | 121 |
| | 22.7 | % |
| Average sales price | | $ | 388.7 |
| | $ | 437.2 |
| | $ | (48.5 | ) | | (11.1 | )% |
| South Carolina | | | | | | | | |
| Dollars | | $ | 104,622 |
| | $ | 104,942 |
| | $ | (320 | ) | | (0.3 | )% |
| Homes closed | | 309 |
| | 307 |
| | 2 |
| | 0.7 | % |
| Average sales price | | $ | 338.6 |
| | $ | 341.8 |
| | $ | (3.2 | ) | | (0.9 | )% |
| Tennessee | | | | | | | | |
| Dollars | | $ | 74,575 |
| | $ | 66,531 |
| | $ | 8,044 |
| | 12.1 | % |
| Homes closed | | 200 |
| | 181 |
| | 19 |
| | 10.5 | % |
| Average sales price | | $ | 372.9 |
| | $ | 367.6 |
| | $ | 5.3 |
| | 1.4 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 1,050,665 |
| | $ | 862,745 |
| | $ | 187,920 |
| | 21.8 | % |
| Homes closed | | 2,709 |
| | 2,147 |
| | 562 |
| | 26.2 | % |
| Average sales price | | $ | 387.8 |
| | $ | 401.8 |
| | $ | (14.0 | ) | | (3.5 | )% |
|
| | | | | | | | | | | | | | | |
| | | Years Ended December 31, | | Year Over Year |
| | | 2017 | | 2016 | | Chg $ | | Chg % |
| Home Closing Revenue | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 3,186,775 |
| | $ | 3,003,426 |
| | $ | 183,349 |
| | 6.1 | % |
| Homes closed | | 7,709 |
| | 7,355 |
| | 354 |
| | 4.8 | % |
| Average sales price | | $ | 413.4 |
| | $ | 408.4 |
| | $ | 5.0 |
| | 1.2 | % |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 515,410 |
| | $ | 384,767 |
| | $ | 130,643 |
| | 34.0 | % |
| Homes closed | | 1,535 |
| | 1,122 |
| | 413 |
| | 36.8 | % |
| Average sales price | | $ | 335.8 |
| | $ | 342.9 |
| | $ | (7.2 | ) | | (2.1 | )% |
| California | | | | | | | | |
| Dollars | | $ | 581,016 |
| | $ | 590,340 |
| | $ | (9,324 | ) | | (1.6 | )% |
| Homes closed | | 963 |
| | 1,020 |
| | (57 | ) | | (5.6 | )% |
| Average sales price | | $ | 603.3 |
| | $ | 578.8 |
| | $ | 24.6 |
| | 4.2 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 323,318 |
| | $ | 310,191 |
| | $ | 13,127 |
| | 4.2 | % |
| Homes closed | | 571 |
| | 634 |
| | (63 | ) | | (9.9 | )% |
| Average sales price | | $ | 566.2 |
| | $ | 489.3 |
| | $ | 77.0 |
| | 15.7 | % |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 1,419,744 |
| | $ | 1,285,298 |
| | $ | 134,446 |
| | 10.5 | % |
| Homes closed | | 3,069 |
| | 2,776 |
| | 293 |
| | 10.6 | % |
| Average sales price | | $ | 462.6 |
| | $ | 463.0 |
| | $ | (0.4 | ) | | (0.1 | )% |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 904,286 |
| | $ | 778,964 |
| | $ | 125,322 |
| | 16.1 | % |
| Homes closed | | 2,493 |
| | 2,130 |
| | 363 |
| | 17.0 | % |
| Average sales price | | $ | 362.7 |
| | $ | 365.7 |
| | $ | (3.0 | ) | | (0.8 | )% |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 353,554 |
| | $ | 368,564 |
| | $ | (15,010 | ) | | (4.1 | )% |
| Homes closed | | 814 |
| | $ | 895 |
| | (81 | ) | | (9.1 | )% |
| Average sales price | | $ | 434.3 |
| | $ | 411.8 |
| | $ | 22.5 |
| | 5.5 | % |
| Georgia | | | | | | | | |
| Dollars | | $ | 104,690 |
| | $ | 114,137 |
| | $ | (9,447 | ) | | (8.3 | )% |
| Homes closed | | 312 |
| | 337 |
| | (25 | ) | | (7.4 | )% |
| Average sales price | | $ | 335.5 |
| | $ | 338.7 |
| | $ | (3.1 | ) | | (0.9 | )% |
| North Carolina | | | | | | | | |
| Dollars | | $ | 233,028 |
| | $ | 278,747 |
| | $ | (45,719 | ) | | (16.4 | )% |
| Homes closed | | 533 |
| | 672 |
| | (139 | ) | | (20.7 | )% |
| Average sales price | | $ | 437.2 |
| | $ | 414.8 |
| | $ | 22.4 |
| | 5.4 | % |
| South Carolina | | | | | | | | |
| Dollars | | $ | 104,942 |
| | $ | 103,851 |
| | $ | 1,091 |
| | 1.1 | % |
| Homes closed | | 307 |
| | 328 |
| | (21 | ) | | (6.4 | )% |
| Average sales price | | $ | 341.8 |
| | $ | 316.6 |
| | $ | 25.2 |
| | 8.0 | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 66,531 |
| | $ | 73,865 |
| | $ | (7,334 | ) | | (9.9 | )% |
| Homes closed | | 181 |
| | 217 |
| | (36 | ) | | (16.6 | )% |
| Average sales price | | $ | 367.6 |
| | $ | 340.4 |
| | $ | 27.2 |
| | 8.0 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 862,745 |
| | $ | 939,164 |
| | $ | (76,419 | ) | | (8.1 | )% |
| Homes closed | | 2,147 |
| | 2,449 |
| | (302 | ) | | (12.3 | )% |
| Average sales price | | $ | 401.8 |
| | $ | 383.5 |
| | $ | 18.3 |
| | 4.8 | % |
|
| | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | Years Ended December 31, | | Year Over Year |
| | | 2018 | | 2017 | | Chg $ | | Chg % |
| Home Orders (1) | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 3,240,091 |
| | $ | 3,296,788 |
| | $ | (56,697 | ) | | (1.7 | )% |
| Homes ordered | | 8,089 |
| | 7,957 |
| | 132 |
| | 1.7 | % |
| Average sales price | | $ | 400.6 |
| | $ | 414.3 |
| | $ | (13.8 | ) | | (3.3 | )% |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 499,353 |
| | $ | 473,602 |
| | $ | 25,751 |
| | 5.4 | % |
| Homes ordered | | 1,522 |
| | 1,417 |
| | 105 |
| | 7.4 | % |
| Average sales price | | $ | 328.1 |
| | $ | 334.2 |
| | $ | (6.1 | ) | | (1.8 | )% |
| California | | | | | | | | |
| Dollars | | $ | 432,134 |
| | $ | 650,287 |
| | $ | (218,153 | ) | | (33.5 | )% |
| Homes ordered | | 622 |
| | 1,050 |
| | (428 | ) | | (40.8 | )% |
| Average sales price | | $ | 694.7 |
| | $ | 619.3 |
| | $ | 75.4 |
| | 12.2 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 331,389 |
| | $ | 284,082 |
| | $ | 47,307 |
| | 16.7 | % |
| Homes ordered | | 614 |
| | 497 |
| | 117 |
| | 23.5 | % |
| Average sales price | | $ | 539.7 |
| | $ | 571.6 |
| | $ | (31.9 | ) | | (5.6 | )% |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 1,262,876 |
| | $ | 1,407,971 |
| | $ | (145,095 | ) | | (10.3 | )% |
| Homes ordered | | 2,758 |
| | 2,964 |
| | (206 | ) | | (7.0 | )% |
| Average sales price | | $ | 457.9 |
| | $ | 475.0 |
| | $ | (17.1 | ) | | (3.6 | )% |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 995,473 |
| | $ | 931,069 |
| | $ | 64,404 |
| | 6.9 | % |
| Homes ordered | | 2,801 |
| | 2,582 |
| | 219 |
| | 8.5 | % |
| Average sales price | | $ | 355.4 |
| | $ | 360.6 |
| | $ | (5.2 | ) | | (1.4 | )% |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 422,925 |
| | $ | 433,365 |
| | $ | (10,440 | ) | | (2.4 | )% |
| Homes ordered | | 1,004 |
| | 1,007 |
| | (3 | ) | | (0.3 | )% |
| Average sales price | | $ | 421.2 |
| | $ | 430.4 |
| | $ | (9.1 | ) | | (2.1 | )% |
| Georgia | | | | | | | | |
| Dollars | | $ | 157,706 |
| | $ | 121,713 |
| | $ | 35,993 |
| | 29.6 | % |
| Homes ordered | | 440 |
| | 372 |
| | 68 |
| | 18.3 | % |
| Average sales price | | $ | 358.4 |
| | $ | 327.2 |
| | $ | 31.2 |
| | 9.5 | % |
| North Carolina | | | | | | | | |
| Dollars | | $ | 224,552 |
| | $ | 242,355 |
| | $ | (17,803 | ) | | (7.3 | )% |
| Homes ordered | | 588 |
| | 583 |
| | 5 |
| | 0.9 | % |
| Average sales price | | $ | 381.9 |
| | $ | 415.7 |
| | $ | (33.8 | ) | | (8.1 | )% |
| South Carolina | | | | | | | | |
| Dollars | | $ | 101,426 |
| | $ | 99,738 |
| | $ | 1,688 |
| | 1.7 | % |
| Homes ordered | | 299 |
| | 290 |
| | 9 |
| | 3.1 | % |
| Average sales price | | $ | 339.2 |
| | $ | 343.9 |
| | $ | (4.7 | ) | | (1.4 | )% |
| Tennessee | | | | | | | | |
| Dollars | | $ | 75,133 |
| | $ | 60,577 |
| | $ | 14,556 |
| | 24.0 | % |
| Homes ordered | | 199 |
| | 159 |
| | 40 |
| | 25.2 | % |
| Average sales price | | $ | 377.6 |
| | $ | 381.0 |
| | $ | (3.4 | ) | | (0.9 | )% |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 981,742 |
| | $ | 957,748 |
| | $ | 23,994 |
| | 2.5 | % |
| Homes ordered | | 2,530 |
| | 2,411 |
| | 119 |
| | 4.9 | % |
| Average sales price | | $ | 388.0 |
| | $ | 397.2 |
| | $ | (9.2 | ) | | (2.3 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Home orders for any period represent the aggregate sales price of all homes ordered, net of cancellations. We do not include orders contingent upon the sale of a customer’s existing home as a sales contract until the contingency is removed. |
|
| | | | | | | | | | | | | | | |
| | | Years Ended December 31, | | Year Over Year |
| | | 2017 | | 2016 | | Chg $ | | Chg % |
| Home Orders (1) | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 3,296,788 |
| | $ | 3,001,503 |
| | $ | 295,285 |
| | 9.8 | % |
| Homes ordered | | 7,957 |
| | 7,290 |
| | 667 |
| | 9.1 | % |
| Average sales price | | $ | 414.3 |
| | $ | 411.7 |
| | $ | 2.6 |
| | 0.6 | % |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 473,602 |
| | $ | 428,204 |
| | $ | 45,398 |
| | 10.6 | % |
| Homes ordered | | 1,417 |
| | 1,249 |
| | 168 |
| | 13.5 | % |
| Average sales price | | $ | 334.2 |
| | $ | 342.8 |
| | $ | (8.6 | ) | | (2.5 | )% |
| California | | | | | | | | |
| Dollars | | $ | 650,287 |
| | $ | 559,832 |
| | $ | 90,455 |
| | 16.2 | % |
| Homes ordered | | 1,050 |
| | 962 |
| | 88 |
| | 9.1 | % |
| Average sales price | | $ | 619.3 |
| | $ | 581.9 |
| | $ | 37.4 |
| | 6.4 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 284,082 |
| | $ | 302,124 |
| | $ | (18,042 | ) | | (6.0 | )% |
| Homes ordered | | 497 |
| | 575 |
| | (78 | ) | | (13.6 | )% |
| Average sales price | | $ | 571.6 |
| | $ | 525.4 |
| | $ | 46.2 |
| | 8.8 | % |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 1,407,971 |
| | $ | 1,290,160 |
| | $ | 117,811 |
| | 9.1 | % |
| Homes ordered | | 2,964 |
| | 2,786 |
| | 178 |
| | 6.4 | % |
| Average sales price | | $ | 475.0 |
| | $ | 463.1 |
| | $ | 11.9 |
| | 2.6 | % |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 931,069 |
| | $ | 783,504 |
| | $ | 147,565 |
| | 18.8 | % |
| Homes ordered | | 2,582 |
| | 2,119 |
| | 463 |
| | 21.8 | % |
| Average sales price | | $ | 360.6 |
| | $ | 369.8 |
| | $ | (9.2 | ) | | (2.5 | )% |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 433,365 |
| | $ | 367,012 |
| | $ | 66,353 |
| | 18.1 | % |
| Homes ordered | | 1,007 |
| | 861 |
| | 146 |
| | 17.0 | % |
| Average sales price | | $ | 430.4 |
| | $ | 426.3 |
| | $ | 4.1 |
| | 1.0 | % |
| Georgia | | | | | | | | |
| Dollars | | $ | 121,713 |
| | $ | 114,074 |
| | $ | 7,639 |
| | 6.7 | % |
| Homes ordered | | 372 |
| | 333 |
| | 39 |
| | 11.7 | % |
| Average sales price | | $ | 327.2 |
| | $ | 342.6 |
| | $ | (15.4 | ) | | (4.5 | )% |
| North Carolina | | | | | | | | |
| Dollars | | $ | 242,355 |
| | $ | 254,521 |
| | $ | (12,166 | ) | | (4.8 | )% |
| Homes ordered | | 583 |
| | 605 |
| | (22 | ) | | (3.6 | )% |
| Average sales price | | $ | 415.7 |
| | $ | 420.7 |
| | $ | (5.0 | ) | | (1.2 | )% |
| South Carolina | | | | | | | | |
| Dollars | | $ | 99,738 |
| | $ | 114,376 |
| | $ | (14,638 | ) | | (12.8 | )% |
| Homes ordered | | 290 |
| | 356 |
| | (66 | ) | | (18.5 | )% |
| Average sales price | | $ | 343.9 |
| | $ | 321.3 |
| | $ | 22.6 |
| | 7.0 | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 60,577 |
| | $ | 77,856 |
| | $ | (17,279 | ) | | (22.2 | )% |
| Homes ordered | | 159 |
| | 230 |
| | (71 | ) | | (30.9 | )% |
| Average sales price | | $ | 381.0 |
| | $ | 338.5 |
| | $ | 42.5 |
| | 12.6 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 957,748 |
| | $ | 927,839 |
| | $ | 29,909 |
| | 3.2 | % |
| Homes ordered | | 2,411 |
| | 2,385 |
| | 26 |
| | 1.1 | % |
| Average sales price | | $ | 397.2 |
| | $ | 389.0 |
| | $ | 8.2 |
| | 2.1 | % |
| | | | | | |
(1) | Home orders for any period represent the aggregate sales price of all homes ordered, net of cancellations. We do not include orders contingent upon the sale of a customer’s existing home as a sales contract until the contingency is removed. |
|
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | Ending | | Average | | Ending | | Average | | Ending | | Average |
| Active Communities | | | | | | | | | | | |
| Total | 272 |
| | 258.0 |
| | 244 |
| | 243.5 |
| | 243 |
| | 248.5 |
|
| West Region | | | | | | | | | | | |
| Arizona | 40 |
| | 39.0 |
| | 38 |
| | 40.0 |
| | 42 |
| | 41.5 |
|
| California | 17 |
| | 18.5 |
| | 20 |
| | 24.0 |
| | 28 |
| | 26.0 |
|
| Colorado | 20 |
| | 15.5 |
| | 11 |
| | 10.5 |
| | 10 |
| | 13.0 |
|
| West Region Totals | 77 |
| | 73 |
| | 69 |
| | 74.5 |
| | 80 |
| | 80.5 |
|
| Central Region - Texas | | | | | | | | | | | |
| Central Region Totals | 95 |
| | 93.5 |
| | 92 |
| | 86.0 |
| | 80 |
| | 76.0 |
|
| East Region | | | | | | | | | | | |
| Florida | 31 |
| | 29.5 |
| | 28 |
| | 27.5 |
| | 27 |
| | 29.0 |
|
| Georgia | 22 |
| | 20.5 |
| | 19 |
| | 18.0 |
| | 17 |
| | 17.0 |
|
| North Carolina | 25 |
| | 21.0 |
| | 17 |
| | 17.0 |
| | 17 |
| | 21.5 |
|
| South Carolina | 12 |
| | 12.5 |
| | 13 |
| | 14.0 |
| | 15 |
| | 16.5 |
|
| Tennessee | 10 |
| | 8.0 |
| | 6 |
| | 6.5 |
| | 7 |
| | 8.0 |
|
| East Region Totals | 100 |
| | 91.5 |
| | 83 |
| | 83.0 |
| | 83 |
| | 92.0 |
|
|
| | | | | | | | | |
| | | | | | | |
| | | Years Ended December 31, |
| | | 2018 | | 2017 | | 2016 |
| Cancellation Rates (1) | | | | | | |
| Total | | 15.7 | % | | 13.4 | % | | 13.1 | % |
| West Region | | | | | | |
| Arizona | | 13.8 | % | | 13.6 | % | | 12.7 | % |
| California | | 19.8 | % | | 14.6 | % | | 12.9 | % |
| Colorado | | 16.2 | % | | 9.5 | % | | 10.6 | % |
| West Region Totals | | 15.8 | % | | 13.3 | % | | 12.3 | % |
| Central Region - Texas | | | | | | |
| Central Region Totals | | 16.5 | % | | 15.0 | % | | 15.3 | % |
| East Region | | | | | | |
| Florida | | 13.4 | % | | 11.4 | % | | 12.3 | % |
| Georgia | | 22.3 | % | | 15.3 | % | | 19.2 | % |
| North Carolina | | 14.2 | % | | 10.3 | % | | 9.7 | % |
| South Carolina | | 10.7 | % | | 10.5 | % | | 9.4 | % |
| Tennessee | | 11.2 | % | | 13.1 | % | | 9.4 | % |
| East Region Totals | | 14.8 | % | | 11.8 | % | | 12.0 | % |
| | |
(1) | Cancellation rates are computed as the number of canceled units for the period divided by the gross sales units for the same period. |
|
| | | | | | | | | | | | | | | |
| | | At December 31, | | Year Over Year |
| | | 2018 | | 2017 | | Chg $ | | Chg % |
| Order Backlog (1) | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 1,015,918 |
| | $ | 1,245,771 |
| | $ | (229,853 | ) | | (18.5 | )% |
| Homes in backlog | | 2,433 |
| | 2,875 |
| | (442 | ) | | (15.4 | )% |
| Average sales price | | $ | 417.6 |
| | $ | 433.3 |
| | $ | (15.8 | ) | | (3.6 | )% |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 133,567 |
| | $ | 119,535 |
| | $ | 14,032 |
| | 11.7 | % |
| Homes in backlog | | 343 |
| | 326 |
| | 17 |
| | 5.2 | % |
| Average sales price | | $ | 389.4 |
| | $ | 366.7 |
| | $ | 22.7 |
| | 6.2 | % |
| California | | | | | | | | |
| Dollars | | $ | 66,391 |
| | $ | 222,909 |
| | $ | (156,518 | ) | | (70.2 | )% |
| Homes in backlog | | 91 |
| | 318 |
| | (227 | ) | | (71.4 | )% |
| Average sales price | | $ | 729.6 |
| | $ | 701.0 |
| | $ | 28.6 |
| | 4.1 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 103,470 |
| | $ | 114,848 |
| | $ | (11,378 | ) | | (9.9 | )% |
| Homes in backlog | | 185 |
| | 199 |
| | (14 | ) | | (7.0 | )% |
| Average sales price | | $ | 559.3 |
| | $ | 577.1 |
| | $ | (17.8 | ) | | (3.1 | )% |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 303,428 |
| | $ | 457,292 |
| | $ | (153,864 | ) | | (33.6 | )% |
| Homes in backlog | | 619 |
| | 843 |
| | (224 | ) | | (26.6 | )% |
| Average sales price | | $ | 490.2 |
| | $ | 542.5 |
| | $ | (52.3 | ) | | (9.6 | )% |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 372,826 |
| | $ | 381,517 |
| | $ | (8,691 | ) | | (2.3 | )% |
| Homes in backlog | | 981 |
| | 1,020 |
| | (39 | ) | | (3.8 | )% |
| Average sales price | | $ | 380.0 |
| | $ | 374.0 |
| | $ | 6.0 |
| | 1.6 | % |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 164,728 |
| | $ | 196,265 |
| | $ | (31,537 | ) | | (16.1 | )% |
| Homes in backlog | | 372 |
| | 446 |
| | (74 | ) | | (16.6 | )% |
| Average sales price | | $ | 442.8 |
| | $ | 440.1 |
| | $ | 2.8 |
| | 0.6 | % |
| Georgia | | | | | | | | |
| Dollars | | $ | 46,344 |
| | $ | 50,386 |
| | $ | (4,042 | ) | | (8.0 | )% |
| Homes in backlog | | 123 |
| | 151 |
| | (28 | ) | | (18.5 | )% |
| Average sales price | | $ | 376.8 |
| | $ | 333.7 |
| | $ | 43.1 |
| | 12.9 | % |
| North Carolina | | | | | | | | |
| Dollars | | $ | 67,316 |
| | $ | 96,579 |
| | $ | (29,263 | ) | | (30.3 | )% |
| Homes in backlog | | 177 |
| | 243 |
| | (66 | ) | | (27.2 | )% |
| Average sales price | | $ | 380.3 |
| | $ | 397.4 |
| | $ | (17.1 | ) | | (4.3 | )% |
| South Carolina | | | | | | | | |
| Dollars | | $ | 32,333 |
| | $ | 35,432 |
| | $ | (3,099 | ) | | (8.7 | )% |
| Homes in backlog | | 89 |
| | 99 |
| | (10 | ) | | (10.1 | )% |
| Average sales price | | $ | 363.3 |
| | $ | 357.9 |
| | $ | 5.4 |
| | 1.5 | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 28,943 |
| | $ | 28,300 |
| | $ | 643 |
| | 2.3 | % |
| Homes in backlog | | 72 |
| | 73 |
| | (1 | ) | | (1.4 | )% |
| Average sales price | | $ | 402.0 |
| | $ | 387.7 |
| | $ | 14.3 |
| | 3.7 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 339,664 |
| | $ | 406,962 |
| | $ | (67,298 | ) | | (16.5 | )% |
| Homes in backlog | | 833 |
| | 1,012 |
| | (179 | ) | | (17.7 | )% |
| Average sales price | | $ | 407.8 |
| | $ | 402.1 |
| | $ | 5.6 |
| | 1.4 | % |
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(1) | Our backlog represents net sales that have not closed. |
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| | | At December 31, | | Year Over Year |
| | | 2017 | | 2016 | | Chg $ | | Chg % |
| Order Backlog (1) | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 1,245,771 |
| | $ | 1,135,758 |
| | $ | 110,013 |
| | 9.7 | % |
| Homes in backlog | | 2,875 |
| | 2,627 |
| | 248 |
| | 9.4 | % |
| Average sales price | | $ | 433.3 |
| | $ | 432.3 |
| | $ | 1.0 |
| | 0.2 | % |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 119,535 |
| | $ | 161,343 |
| | $ | (41,808 | ) | | (25.9 | )% |
| Homes in backlog | | 326 |
| | 444 |
| | (118 | ) | | (26.6 | )% |
| Average sales price | | $ | 366.7 |
| | $ | 363.4 |
| | $ | 3.3 |
| | 0.9 | % |
| California | | | | | | | | |
| Dollars | | $ | 222,909 |
| | $ | 153,638 |
| | $ | 69,271 |
| | 45.1 | % |
| Homes in backlog | | 318 |
| | 231 |
| | 87 |
| | 37.7 | % |
| Average sales price | | $ | 701.0 |
| | $ | 665.1 |
| | $ | 35.9 |
| | 5.4 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 114,848 |
| | $ | 154,084 |
| | $ | (39,236 | ) | | (25.5 | )% |
| Homes in backlog | | 199 |
| | 273 |
| | (74 | ) | | (27.1 | )% |
| Average sales price | | $ | 577.1 |
| | $ | 564.4 |
| | $ | 12.7 |
| | 2.3 | % |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 457,292 |
| | $ | 469,065 |
| | $ | (11,773 | ) | | (2.5 | )% |
| Homes in backlog | | 843 |
| | 948 |
| | (105 | ) | | (11.1 | )% |
| Average sales price | | $ | 542.5 |
| | $ | 494.8 |
| | $ | 47.7 |
| | 9.6 | % |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 381,517 |
| | $ | 354,734 |
| | $ | 26,783 |
| | 7.6 | % |
| Homes in backlog | | 1,020 |
| | 931 |
| | 89 |
| | 9.6 | % |
| Average sales price | | $ | 374.0 |
| | $ | 381.0 |
| | $ | (7.0 | ) | | (1.8 | )% |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 196,265 |
| | $ | 116,454 |
| | $ | 79,811 |
| | 68.5 | % |
| Homes in backlog | | 446 |
| | 253 |
| | 193 |
| | 76.3 | % |
| Average sales price | | $ | 440.1 |
| | $ | 460.3 |
| | $ | (20.2 | ) | | (4.4 | )% |
| Georgia | | | | | | | | |
| Dollars | | $ | 50,386 |
| | $ | 33,363 |
| | $ | 17,023 |
| | 51.0 | % |
| Homes in backlog | | 151 |
| | 91 |
| | 60 |
| | 65.9 | % |
| Average sales price | | $ | 333.7 |
| | $ | 366.6 |
| | $ | (32.9 | ) | | (9.0 | )% |
| North Carolina | | | | | | | | |
| Dollars | | $ | 96,579 |
| | $ | 87,252 |
| | $ | 9,327 |
| | 10.7 | % |
| Homes in backlog | | 243 |
| | 193 |
| | 50 |
| | 25.9 | % |
| Average sales price | | $ | 397.4 |
| | $ | 452.1 |
| | $ | (54.6 | ) | | (12.1 | )% |
| South Carolina | | | | | | | | |
| Dollars | | $ | 35,432 |
| | $ | 40,636 |
| | $ | (5,204 | ) | | (12.8 | )% |
| Homes in backlog | | 99 |
| | 116 |
| | (17 | ) | | (14.7 | )% |
| Average sales price | | $ | 357.9 |
| | $ | 350.3 |
| | $ | 7.6 |
| | 2.2 | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 28,300 |
| | $ | 34,254 |
| | $ | (5,954 | ) | | (17.4 | )% |
| Homes in backlog | | 73 |
| | 95 |
| | (22 | ) | | (23.2 | )% |
| Average sales price | | $ | 387.7 |
| | $ | 360.6 |
| | $ | 27.1 |
| | 7.5 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 406,962 |
| | $ | 311,959 |
| | $ | 95,003 |
| | 30.5 | % |
| Homes in backlog | | 1,012 |
| | 748 |
| | 264 |
| | 35.3 | % |
| Average sales price | | $ | 402.1 |
| | $ | 417.1 |
| | $ | (14.9 | ) | | (3.6 | )% |
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(1) | Our backlog represents net sales that have not closed. | | | | | | | |
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| | | Years Ended December 31, | | Year Over Year |
| | | 2021 | | 2020 | | Chg $ | | Chg % |
| Home Orders (1) | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 5,796,813 | | | $ | 5,174,938 | | | $ | 621,875 | | | 12.0 | % |
| Homes ordered | | 13,808 | | | 13,724 | | | 84 | | | 0.6 | % |
| Average sales price | | $ | 419.8 | | | $ | 377.1 | | | $ | 42.7 | | | 11.3 | % |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 951,730 | | | $ | 823,339 | | | $ | 128,391 | | | 15.6 | % |
| Homes ordered | | 2,335 | | | 2,501 | | | (166) | | | (6.6) | % |
| Average sales price | | $ | 407.6 | | | $ | 329.2 | | | $ | 78.4 | | | 23.8 | % |
| California | | | | | | | | |
| Dollars | | $ | 773,166 | | | $ | 956,681 | | | $ | (183,515) | | | (19.2) | % |
| Homes ordered | | 1,191 | | | 1,530 | | | (339) | | | (22.2) | % |
| Average sales price | | $ | 649.2 | | | $ | 625.3 | | | $ | 23.9 | | | 3.8 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 429,499 | | | $ | 361,619 | | | $ | 67,880 | | | 18.8 | % |
| Homes ordered | | 750 | | | 750 | | | — | | | — | % |
| Average sales price | | $ | 572.7 | | | $ | 482.2 | | | $ | 90.5 | | | 18.8 | % |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 2,154,395 | | | $ | 2,141,639 | | | $ | 12,756 | | | 0.6 | % |
| Homes ordered | | 4,276 | | | 4,781 | | | (505) | | | (10.6) | % |
| Average sales price | | $ | 503.8 | | | $ | 447.9 | | | $ | 55.9 | | | 12.5 | % |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 1,700,744 | | | $ | 1,472,183 | | | $ | 228,561 | | | 15.5 | % |
| Homes ordered | | 4,413 | | | 4,476 | | | (63) | | | (1.4) | % |
| Average sales price | | $ | 385.4 | | | $ | 328.9 | | | $ | 56.5 | | | 17.2 | % |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 738,132 | | | $ | 590,966 | | | $ | 147,166 | | | 24.9 | % |
| Homes ordered | | 1,981 | | | 1,645 | | | 336 | | | 20.4 | % |
| Average sales price | | $ | 372.6 | | | $ | 359.2 | | | $ | 13.4 | | | 3.7 | % |
| Georgia | | | | | | | | |
| Dollars | | $ | 283,649 | | | $ | 237,576 | | | $ | 46,073 | | | 19.4 | % |
| Homes ordered | | 694 | | | 665 | | | 29 | | | 4.4 | % |
| Average sales price | | $ | 408.7 | | | $ | 357.3 | | | $ | 51.4 | | | 14.4 | % |
| North Carolina | | | | | | | | |
| Dollars | | $ | 591,193 | | | $ | 472,483 | | | $ | 118,710 | | | 25.1 | % |
| Homes ordered | | 1,501 | | | 1,367 | | | 134 | | | 9.8 | % |
| Average sales price | | $ | 393.9 | | | $ | 345.6 | | | $ | 48.3 | | | 14.0 | % |
| South Carolina | | | | | | | | |
| Dollars | | $ | 132,779 | | | $ | 122,049 | | | $ | 10,730 | | | 8.8 | % |
| Homes ordered | | 390 | | | 380 | | | 10 | | | 2.6 | % |
| Average sales price | | $ | 340.5 | | | $ | 321.2 | | | $ | 19.3 | | | 6.0 | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 195,921 | | | $ | 138,042 | | | $ | 57,879 | | | 41.9 | % |
| Homes ordered | | 553 | | | 410 | | | 143 | | | 34.9 | % |
| Average sales price | | $ | 354.3 | | | $ | 336.7 | | | $ | 17.6 | | | 5.2 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 1,941,674 | | | $ | 1,561,116 | | | $ | 380,558 | | | 24.4 | % |
| Homes ordered | | 5,119 | | | 4,467 | | | 652 | | | 14.6 | % |
| Average sales price | | $ | 379.3 | | | $ | 349.5 | | | $ | 29.8 | | | 8.5 | % |
(1)Home orders for any period represent the aggregate sales price of all homes ordered, net of cancellations. We do not include orders contingent upon the sale of a customer’s existing home or a mortgage pre-approval as a sales contract until the contingency is removed.
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| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | |
| Ending | | Average | | Ending | | Average | | | | |
| Active Communities | | | | | | | | | | | |
| Total | 259 | | | 223.8 | | | 195 | | | 219.7 | | | | | |
| West Region | | | | | | | | | | | |
| Arizona | 39 | | | 36.2 | | | 33 | | | 34.8 | | | | | |
| California | 22 | | | 19.0 | | | 16 | | | 23.3 | | | | | |
| Colorado | 17 | | | 14.6 | | | 11 | | | 12.0 | | | | | |
| West Region Totals | 78 | | | 69.8 | | | 60 | | | 70.1 | | | | | |
| Central Region - Texas | | | | | | | | | | | |
| Central Region Totals | 73 | | | 65.4 | | | 63 | | | 66.9 | | | | | |
| East Region | | | | | | | | | | | |
| Florida | 41 | | | 34.8 | | | 31 | | | 33.8 | | | | | |
| Georgia | 15 | | | 11.2 | | | 7 | | | 12.5 | | | | | |
| North Carolina | 26 | | | 24.6 | | | 21 | | | 20.6 | | | | | |
| South Carolina | 14 | | | 8.8 | | | 6 | | | 6.0 | | | | | |
| Tennessee | 12 | | | 9.2 | | | 7 | | | 9.8 | | | | | |
| East Region Totals | 108 | | | 88.6 | | | 72 | | | 82.7 | | | | | |
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| | | Years Ended December 31, |
| | | 2021 | | 2020 | | |
| Cancellation Rates (1) | | | | | | |
| Total | | 10.2 | % | | 13.6 | % | | |
| West Region | | | | | | |
| Arizona | | 10.8 | % | | 12.2 | % | | |
| California | | 10.0 | % | | 15.7 | % | | |
| Colorado | | 10.4 | % | | 14.3 | % | | |
| West Region Totals | | 10.5 | % | | 13.6 | % | | |
| Central Region - Texas | | | | | | |
| Central Region Totals | | 11.9 | % | | 15.4 | % | | |
| East Region | | | | | | |
| Florida | | 7.0 | % | | 11.7 | % | | |
| Georgia | | 10.3 | % | | 12.4 | % | | |
| North Carolina | | 7.0 | % | | 9.6 | % | | |
| South Carolina | | 15.9 | % | | 13.0 | % | | |
| Tennessee | | 9.5 | % | | 16.3 | % | | |
| East Region Totals | | 8.5 | % | | 11.8 | % | | |
(1)Cancellation rates are computed as the number of canceled units for the period divided by the gross sales units for the same period.
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| | | At December 31, | | Year Over Year |
| | | 2021 | | 2020 | | Chg $ | | Chg % |
| Order Backlog (1) | | | | | | | | |
| Total | | | | | | | | |
| Dollars | | $ | 2,516,164 | | | $ | 1,812,547 | | | $ | 703,617 | | | 38.8 | % |
| Homes in backlog | | 5,679 | | | 4,672 | | | 1,007 | | | 21.6 | % |
| Average sales price | | $ | 443.1 | | | $ | 388.0 | | | $ | 55.1 | | | 14.2 | % |
| West Region | | | | | | | | |
| Arizona | | | | | | | | |
| Dollars | | $ | 493,575 | | | $ | 343,917 | | | $ | 149,658 | | | 43.5 | % |
| Homes in backlog | | 1,145 | | | 993 | | | 152 | | | 15.3 | % |
| Average sales price | | $ | 431.1 | | | $ | 346.3 | | | $ | 84.8 | | | 24.5 | % |
| California | | | | | | | | |
| Dollars | | $ | 271,383 | | | $ | 274,680 | | | $ | (3,297) | | | (1.2) | % |
| Homes in backlog | | 393 | | | 444 | | | (51) | | | (11.5) | % |
| Average sales price | | $ | 690.5 | | | $ | 618.6 | | | $ | 71.9 | | | 11.6 | % |
| Colorado | | | | | | | | |
| Dollars | | $ | 198,832 | | | $ | 104,709 | | | $ | 94,123 | | | 89.9 | % |
| Homes in backlog | | 328 | | | 208 | | | 120 | | | 57.7 | % |
| Average sales price | | $ | 606.2 | | | $ | 503.4 | | | $ | 102.8 | | | 20.4 | % |
| West Region Totals | | | | | | | | |
| Dollars | | $ | 963,790 | | | $ | 723,306 | | | $ | 240,484 | | | 33.2 | % |
| Homes in backlog | | 1,866 | | | 1,645 | | | 221 | | | 13.4 | % |
| Average sales price | | $ | 516.5 | | | $ | 439.7 | | | $ | 76.8 | | | 17.5 | % |
| Central Region - Texas | | | | | | | | |
| Central Region Totals | | | | | | | | |
| Dollars | | $ | 772,871 | | | $ | 572,242 | | | $ | 200,629 | | | 35.1 | % |
| Homes in backlog | | 1,878 | | | 1,630 | | | 248 | | | 15.2 | % |
| Average sales price | | $ | 411.5 | | | $ | 351.1 | | | $ | 60.4 | | | 17.2 | % |
| East Region | | | | | | | | |
| Florida | | | | | | | | |
| Dollars | | $ | 352,584 | | | $ | 214,790 | | | $ | 137,794 | | | 64.2 | % |
| Homes in backlog | | 868 | | | 550 | | | 318 | | | 57.8 | % |
| Average sales price | | $ | 406.2 | | | $ | 390.5 | | | $ | 15.7 | | | 4.0 | % |
| Georgia | | | | | | | | |
| Dollars | | $ | 91,781 | | | $ | 57,882 | | | $ | 33,899 | | | 58.6 | % |
| Homes in backlog | | 203 | | | 156 | | | 47 | | | 30.1 | % |
| Average sales price | | $ | 452.1 | | | $ | 371.0 | | | $ | 81.1 | | | 21.9 | % |
| North Carolina | | | | | | | | |
| Dollars | | $ | 225,854 | | | $ | 163,346 | | | $ | 62,508 | | | 38.3 | % |
| Homes in backlog | | 565 | | | 454 | | | 111 | | | 24.4 | % |
| Average sales price | | $ | 399.7 | | | $ | 359.8 | | | $ | 39.9 | | | 11.1 | % |
| South Carolina | | | | | | | | |
| Dollars | | $ | 44,673 | | | $ | 41,211 | | | $ | 3,462 | | | 8.4 | % |
| Homes in backlog | | 133 | | | 120 | | | 13 | | | 10.8 | % |
| Average sales price | | $ | 335.9 | | | $ | 343.4 | | | $ | (7.5) | | | (2.2) | % |
| Tennessee | | | | | | | | |
| Dollars | | $ | 64,611 | | | $ | 39,770 | | | $ | 24,841 | | | 62.5 | % |
| Homes in backlog | | 166 | | | 117 | | | 49 | | | 41.9 | % |
| Average sales price | | $ | 389.2 | | | $ | 339.9 | | | $ | 49.3 | | | 14.5 | % |
| East Region Totals | | | | | | | | |
| Dollars | | $ | 779,503 | | | $ | 516,999 | | | $ | 262,504 | | | 50.8 | % |
| Homes in backlog | | 1,935 | | | 1,397 | | | 538 | | | 38.5 | % |
| Average sales price | | $ | 402.8 | | | $ | 370.1 | | | $ | 32.7 | | | 8.8 | % |
(1)Our backlog represents net sales that have not closed.
Fiscal 20182021 Compared to Fiscal 20172020
Companywide. HomeIn 2021, home closing revenue grew by 14.1% to $5.1 billion on 12,801 units compared to $4.5 billion on 11,834 units in 2020. The improved revenue reflects an 8.2% increase in volume and a 5.5% increase in ASP on closings resulting from pricing power on continued elevated demand in the homebuilding market due to the macroeconomic events discussed in "Industry Conditions." Order value increased 12.0% to $5.8 billion from $5.2 billion, due almost entirely to pricing power, as ASP on orders increased 11.3% year-over-year, while both order volume and orders pace were comparable with prior year as we metered orders in 2021 to align with our current production capacity. Order volume was 13,808 and 13,724 for the yearyears ended December 31, 2018 increased 9.0% to $3.5 billion when compared to $3.2 billion in 2017 due entirely to 822 additional units closed2021 and 2020, respectively, as a 1.9% higher number of average sales prices decreased compared to the prior year. Despite challenges encountered fromactive communities was offset by a pause in home buying activity during the latter half of the year, we ended 2018 on a positive comparison year-over-year in home orders with $3.2 billion in order value on 8,089 units in 2018 as compared to $3.3 billion on 7,957 units in 2017. A modest decrease in average sales price for both closings and orders was reflective of our shift to a higher percentage of mix coming from entry-level homes. At December 31, 2018 we had 272 actively selling communities, an 11.5% increase from prior year, although with a 4.0%1.3% decline in orders pace to 31.4of 5.1 per month in 20182021 compared to 32.75.2 in 2017.2020. We ended the year with 2,4335,679 homes in backlog valued at $1.0$2.5 billion, reflecting 15.4%21.6% and 18.5% decreases in38.8% higher backlog units and value, respectively, compared to 2017. The decrease in backlog units is primarily driven by the order volume waning and increased cancellations in the latter part of the year. Average sales prices of2020. ASP on homes in backlog declinedgrew by 3.6%14.2% to $417,600 from $433,300 in 2017 primarily a result of our shift to entry-level, as noted above.
West. Our West region led the company in home closing revenue and units in 2018 generating $1.4 billion in revenue, consistent with the prior year. In 2018, the West region closed 2,982 homes, a 2.8% decrease from the 3,069 homes closed in 2017 with a $12,900 increase in average sales price.Despite our strong shift to first-time buyers in the Region, the higher average sales price in 2018 is the result of several high-priced communities in California contributing meaningfully to the closing mix in 2018. The reduction in closing volume was primarily related to California which had 22.9% fewer communities open on average during 2018$443,100 at December 31 2021, compared to 2017. The decline$388,000 in California community count was driven by strong demand that resulted in many communities selling out faster than anticipated in the first half2020, reflective of the year coupled with postponed community openings due primarily to a combination of municipal and weather-related delays resulting in a gap in replacement communities. persistent pricing power experienced throughout the year.
West. The West region ended 2018 with $1.3 billion in order value on 2,758 units compared to $1.4 billion on 2,964 units in 2017, decreases of 10.3% and 7.0%, respectively, over prior year. Arizona and Colorado ended the year with an improvement in orders year-over-year that were offset by a decline in California. The reduction in order volume in California is a result of the lower community count previously mentioned in addition to increased cancellations and a notably slower orders pace in the second half of 2018 as consumer reaction to increased sales prices and interest rates seemed to be most acute in this market. Overall, average community count and orders pace in the Region declined by 2.0% and 5.0%, respectively, in 2018 compared to prior year. These results led to ending backlog in the Region of $303.4 million on 619 units versus $457.3 million on 843 units in 2017, 33.6% and 26.6% decreases over the prior year, respectively, resulting from the decline in orders and increased cancellations coupled with strong closings in the fourth quarter. We opened six communities throughout the Region in the fourth quarter of 2018 and we anticipate opening over twenty new West Region communities in the first half of 2019, all of which are targeted toward the first-time and first move-up homebuyer.
Central. The Central Region, made up of our Texas markets, closed 2,840 units totaling $1.0generated $1.9 billion in home closing revenue for the year ended December 31, 2018.2021, a 6.6% increase over the $1.8 billion in the prior year, closing 4,055 homes in 2021, up 1.7% from the 3,988 homes closed in 2020. Order value for the West Region held steady at $2.2 billion in 2021 as compared to $2.1 billion in 2020, as a 12.5% increase in ASP on orders offset the 10.6% decrease in order volume of 4,276 homes during the year ended December 31, 2021 from 4,781 home orders in 2020. The 13.9%decrease in order volume is primarily the result of a 10.1% decline in year-over-year orders pace per community to 5.1 per month in 2021 compared to 5.7 in 2020, due to the metering of orders as previously discussed, and a relatively consistent average active community count year-over-year. In the West Region, approximately 80% of our communities target first-time buyers at December 31, 2021. The West Region ended 2021 with backlog of 1,866 homes valued at $963.8 million versus 1,645 homes at $723.3 million in 2020, 13.4% and 33.2% increases over the prior year, respectively.
Central. The Central Region, made up of our Texas markets, closed 4,165 homes for the year ended December 31, 2021 compared to 3,894 in 2020. The 7.0% improvement in closing units combined with 10.1% higher ASP generated a 17.8% increase in home closing revenue to $1.5 billion, up from $1.3 billion in 2020. The Central Region also reported a 15.5% improvement in order value year-over-year due to a 17.2% increase in ASP on orders that was partially offset partiallyby 1.4% lower order volume. The decline in order volume was driven entirely by a 2.3%2.2% decline in average sales prices, resulted in $101.9 million higher home closing revenue than in 2017.active communities. The Region reported the largest improvement in the Company in orders year-over-year with 8.5% and 6.9% increases in orders and order value, respectively. The improvement in orders was the result of an 8.7% increase in average active communities combined with a consistent orders pace year-over-year. TheCentral Region ended the year2021 with 2,8014,413 orders valued at $995.5 million in 2018$1.7 billion compared to 2,5824,476 orders at $931.1 million$1.5 billion in the prior year. The Region ended 20182021 with backlog of 9811,878 units valued at $372.8$772.9 million compared to 1,0201,630 units valued at $381.5$572.2 million at December 31, 2017 due to2020, reflecting a year-over-year increase17.2% improvement in fourth quarter closings.ASP.
East. The East Region generated 26.2% and 21.8% increasesthe strongest year-over-year improvements in closingboth volume and revenue year-over-year delivering 2,709value of closings and $1.1 billionorders. The East Region posted increases of 20.4% and 15.9% in home closing revenue and volume, respectively, to $1.7 billion on 4,581 homes in 2018 compared to 2,147 closings and $862.7 million of2021 from $1.4 billion on 3,952 homes in 2021. Home closing revenue in 2017.Thebenefited from the increase in closing volume and a 3.9% higher ASP on closings. The East Region was partially offsetthe only region to see improvement in order volume, with order volume and value improving by a 3.5% decrease in average sales price resulting from our transition to offering more entry-level product. Simplifying our business14.6% and improving our buyers' experiences through a strategic shift to product and communities that appeal to the first-time buyer has been a key strategic focus for us and we believe our results are reflective of that. Orders and order value in the East region improved by 4.9% and 2.5%24.4%, respectively, in 2018 with 2,5302021 to 5,119 units valued at $981.7 million$1.9 billion compared to 2,4114,467 units valued at $957.7 million$1.6 billion in the prior year. The year-over-year improvement in orders is primarily due to both a 10.2%7.0% higher orders pace and a 7.1% increase in average active communities, offset partially by a 4.5% decrease in orders pace. The latter half of the year was challenging inwith the East as our only region to have an increase in average active communities. The East Region as orders were negatively impacted inalso delivered the third quarter of 2018 by weather followed by the overall slowdown in the market during the fourth quarter. The high volume of closings coupled with the slow down in orders in the latter part of the year led a declinegreatest improvement in backlog in the Region to end 2018units and value, ending 2021 with 8331,935 units in backlog valued at $339.7$779.5 million, 17.7%38.5% and 16.5% decreases,50.8% increases, respectively, compared to the prior year. We are confident in our product offering and community locations throughout the Region and plan to open several new communities throughout the Region in the first half of 2019, the majority of which will be targeted to the first-time and first move-up buyer.
Land Closing Revenue and Gross Profit
From time to time, we may sell certain land parcels to other homebuilders, developers or investors if we feel the sale will provide a greater economic benefit to us than continuing home construction or where we are looking to diversify our land positions in the specific geography. As a result of such sales, we recognized land closing revenue of $38.7$25.2 million and $40.0$17.7 million for the years ending December 31, 20182021 and 2017,2020, respectively. We recognized a losslosses of $2.8$1.1 million and $20.8 million in 2018 compared2021 and 2020, respectively. The losses recognized in both years were due to a profitthe upcoming dispositions of $4.4certain assets that no longer fit our strategic focus on entry-level and first move-up homes and includes associated impairment charges of $2.0 million and $21.8 million, in 2017.2021 and 2020, respectively.
Fiscal 2017 Compared to Fiscal 2016Companywide. Home closing revenue for the year ended December 31, 2017 increased 6.1% to $3.2 billion when compared to 2016 primarily due to 354 additional units closed in 2017. Average sales prices increased slightly compared to 2016, as price increases in some markets were nearly offset by a higher percentage of entry-level homes in our closing mix. Home order value improved 9.8% to $3.3 billion on 7,957 units in 2017 as compared to $3.0 billion on 7,290 units in 2016, assisted by a nominal increase in average sales price also indicative of the shift to a higher percentage of entry-level homes. We ended 2017 with 244 actively selling communities, flat from 2016, although with an improved orders pace of 11.6% to 32.7 in 2017 compared to 29.3 in 2016. We ended 2017 with 2,875 homes in backlog, reflecting a 9.4% increase from 2016 driven almost entirely by volume as average sales prices were beginning to decline primarily a result of the shift to entry-level, as noted.
West. In 2017, our West region led the company in home closing revenue and units, generating $1.4 billion in revenue from 3,069 closings for 2017 compared to $1.3 billion from 2,776 closings in 2016, increases of 10.5% and 10.6%, respectively. Average community count in the Region was down 7.5% in 2017 compared to 2016, although orders pace improved by 15.0%, resulting in 6.4% and 9.1% increases in orders and order value, respectively, over 2016. The West region ended 2017 with $1.4 billion in order value on 2,964 units compared to $1.3 billion on 2,786 units in 2016. These results led to ending backlog in the Region of $457.3 million on 843 units in 2017 versus $469.1 million on 948 units in 2016, 2.5% and 11.1% decreases over 2016, respectively.
Central. The Central Region, made up of our Texas markets, closed 2,493 units totaling $904.3 million in home closing revenue for the year ended December 31, 2017. The 17.0% improvement in closing units, offset by a slight decline in average sales prices, resulted in $125.3 million higher home closing revenue than in 2016. The Region reported the largest improvement in the Company in orders year-over-year for 2017 with 21.8% and 18.8% increases in orders and order value, respectively. The Region ended 2017 with 2,582 orders valued at $931.1 million compared to 2,119 orders at $783.5 million in 2016. The Region ended 2017 with a 9.6% increase in backlog of 1,020 units valued at $381.5 million compared to 931 units valued at $354.7 million at December 31, 2016.
East. Our East Region generated 2,147 closings with $862.7 million of home closing revenue in 2017, 12.3% and 8.1% decreases, respectively, compared to 2016. The Region reported a slight increase in orders year over year, providing $29.9 million of additional order dollars, due to 26 additional units, aided by a $8,200 increase in average sales price compared to 2016. The Region ended 2017 with 1,012 units in backlog valued at $407.0 million, 264-unit and $95.0 million increases in ending backlog and backlog value, respectively, compared to 2016.
Land Closing Revenue and Gross Profit
We recognized land closing revenue of $40.0 million and $25.8 million for the years ending December 31, 2017 and 2016, respectively. For both years, modest profits were achieved on these land sales, $4.4 million in 2017 and $2.4 million in 2016.
Other Operating Information (dollars in thousands)
|
| | | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2018 | | 2017 | | 2016 |
| | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue |
| Home Closing Gross Profit (1) | | | | | | | | | | | | |
| Total | | $ | 631,950 |
| | 18.2 | % | | $ | 562,139 |
| | 17.6 | % | | $ | 528,842 |
| | 17.6 | % |
| | | | | | | | | | | | | |
| West | | $ | 258,724 |
| | 18.2 | % | | $ | 250,025 |
| | 17.6 | % | | $ | 222,428 |
| | 17.3 | % |
| | | | | | | | | | | | | |
| Central | | $ | 198,661 |
| | 19.7 | % | | $ | 184,302 |
| | 20.4 | % | | $ | 156,412 |
| | 20.1 | % |
| | | | | | | | | | | | | |
| East | | $ | 174,565 |
| | 16.6 | % | | $ | 127,812 |
| | 14.8 | % | | $ | 150,200 |
| | 16.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2021 | | 2020 | | |
| | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | | | | |
| Home Closing Gross Profit (1) | | | | | | | | | | | | |
| Total | | $ | 1,418,377 | | | 27.8 | % | | $ | 980,408 | | | 22.0 | % | | | | |
| | | | | | | | | | | | |
| West | | $ | 519,372 | | | 27.1 | % | | $ | 380,675 | | | 21.2 | % | | | | |
| | | | | | | | | | | | |
| Central | | $ | 448,284 | | | 29.9 | % | | $ | 304,538 | | | 23.9 | % | | | | |
| | | | | | | | | | | | |
| East | | $ | 450,721 | | | 26.8 | % | | $ | 295,195 | | | 21.2 | % | | | | |
| |
(1) | Home closing gross profit represents home closing revenue less cost of home closings, including impairments. Cost of home closings includes land and lot development costs, direct home construction costs, an allocation of common community costs (such as architectural, legal and zoning costs), interest, sales tax, impact fees, warranty, construction overhead and closing costs. |
(1)Home closing gross profit represents home closing revenue less cost of home closings, including impairments, if any. Cost of home closings includes land and lot development costs, direct home construction costs, an allocation of common community costs (such as architectural, legal and zoning costs), interest, sales tax, impact fees, warranty, construction overhead and closing costs.
Fiscal 20182021 Compared to Fiscal 20172020
Companywide. Home closing gross margin improved to 18.2%27.8% for the year ended December 31, 20182021 compared to 17.6%22.0% in the prior year. Home closing gross profit increased by $69.8$438.0 million to $632.0$1.4 billion in 2021 versus $980.4 million in 2018 versus $562.1 million in 2017,2020, driven by the higher home closing revenue and the 60580 basis point increase in home closing gross margin. With gainsThe improvement in home closing gross margin is primarily due to pricing power from robust buyer demand combined with leverage of fixed costs on greater home closing revenue, which have more than offset the rising lumber prices and the introduction of new, efficient productincreases in the East region, we have been successful in mitigating the impact of rising labor andother commodity costs, particularly lumber.costs.
West. Our West Region reported a 60 basis point improvement in year-over-year home closing gross margin of 18.2% in 2018 versus 17.6% in 2017. We are making concerted efforts to maximize margins in the Region and have been successful with raising average sales prices in certain markets and achieving construction efficiencies to offset the impact of rising costs. The West Region was the first to benefit from our pivot to offer more entry-level homes which simplifies our product, generating construction and cost efficiencies. Home closing gross margin for 2018 would have increased by an additional 20improved 590 basis points to 18.4% after adjusting for the impact27.1% in 2021 versus 21.2% in 2020. Pricing power and leverage of a $2.6 million charge incurredfixed costs on greater revenues led to terminate a purchase agreement for land put under contract several years ago in California that is no longer consistent with our strategy. There were no comparable charges in the prior year in the Region.improved margins year-over-year.
Central. The Central Region produced the highest home closing gross margin inand the company during 2018greatest improvement of 600 basis points for the year ended December 31, 2021 at 19.7%29.9%, although down slightlyup from 20.4%23.9% in the prior year. We were largely successfulThe improvement in maintaining pricing in alignment with labor, construction and land cost increases. The 70 basis point decline in margins year-over-yeargross margin was due to pricing power resulting in the close outhighest ASP increase in the Company of a handful10.1% combined with leverage of communities with above-average margins that provided a higher volume of closings in 2017.fixed costs.
East. The East Region experienced a 180560 basis point improvement in year-over-year home closing gross2021 of 26.8% versus 21.2% for 2020. The margin in 2018 of 16.6% versus 14.8% for 2017. Home closing gross margin in 2018 was negatively impacted by $1.0 million of charges related to the termination of land purchase contracts which impacted home closing gross margin by approximately 10 basis points. Home closing gross margin in 2017 was impacted by 40 basis points due to similar termination costs and costs related to the hurricane in Florida. We attribute the margin improvement to our strategic initiatives to improve profitability as communities with our new product offerings begin to contribute more materially to the closing mix in the Region. The higher volume of closings and associated revenue in the Region also helpedis the result of greater leverage construction overheadof fixed costs which further improved margins.
Fiscal 2017 Compared to Fiscal 2016
Companywide. Home closing gross margin remained flat at 17.6% for the year ended December 31, 2017 as compared to 2016. While home closing gross profit increased by $33.3 million in 2017 versus 2016, driven byon 20.4% higher home closing revenue the flat year-over-year home closing gross margin is largely reflective of construction and land cost increases, including those attributed to weather events, offsetting the appreciation in the average sales prices of homes closed during 2017.
West. Our West Region reported a 30 basis point improvement in year-over-year home closing gross margin of 17.6% in 2017 versus 17.3% in 2016. In 2017, we were successful with raising average sales prices in certain markets to offset land and labor cost increases. Higher closing volume and simplified product, particularly in markets with a fast paced, entry-level focus, helped us gain cost efficiencies and leverage construction overhead costs, improving home closing gross margin.
Central. The Central Region produced the highest home closing gross margin in the company in 2017 and improved 30basis points year over year, with 20.4% in 2017 versus 20.1% in 2016. In 2017, we were successful in maintaining pricing in alignment with labor, construction and land cost increases. The increased volume of closings and higher revenue in the Central Region helped leverage construction overhead costs, resulting in an improved home closing gross margin year-over-year.
East. The East Region home closing gross margin decreased to 14.8% in 2017, compared to 16.0% in 2016. A primary contributor to the decline was reduced leverage of construction overhead costs due to the lower closing volume compared to 2016. The lower gross margin was also partially driven by increased land and labor costs in several markets which we were unable to offset entirely through price increases. Home closing gross margins in the East Region in 2017 were reduced by costs related to the hurricane in Florida as well as other impairment charges including the write off capitalized costs from terminated land purchase contracts. The impact of these charges was 40 basis pointsa 3.9% increase in 2017, whereas similar charges in 2016 results had a 30 basis point impact on home closing gross margin.ASP.
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| | ($ in thousands) |
| | 2018 | | 2017 | | 2016 |
| Financial services profit | $ | 24,044 |
| | $ | 22,055 |
| | $ | 21,902 |
|
| | | | | | | | | | | | | |
| Years Ended December 31, |
| ($ in thousands) |
| 2021 | | 2020 | | |
| Financial services profit | $ | 18,034 | | | $ | 16,388 | | | |
Financial services profit. Financial services profit represents the net profit of our financial services operations, including the operating profit generated by our wholly-owned title company,and insurance companies, Carefree Title and Meritage Insurance, as well as our portion of earnings from a mortgage joint venture. The increase of $1.6 million, or 10.0%, is in financial services profit year-over-year is primarily the result ofline with the increase in home closings and revenue.closing volume year-over-year. | | | | | | | | | | | | | | | | |
| | | | | | |
| | | Years Ended December 31, |
| | | ($ in thousands) |
| | | 2021 | | 2020 | | |
| Commissions and Other Sales Costs | | $ | (285,403) | | | $ | (287,901) | | | |
| Percent of home closing revenue | | 5.6 | % | | 6.4 | % | | |
| General and Administrative Expenses | | $ | (181,449) | | | $ | (159,020) | | | |
| Percent of home closing revenue | | 3.6 | % | | 3.6 | % | | |
| Interest Expense | | $ | (318) | | | $ | (2,177) | | | |
| Other Income, Net | | $ | 4,864 | | | $ | 6,662 | | | |
| Loss on Early Extinguishment of Debt | | $ | (18,188) | | | $ | — | | | |
| Provision for Income Taxes | | $ | (217,390) | | | $ | (110,091) | | | |
|
| | | | | | | | | | | | |
| | | | | | | |
| | | Years Ended December 31, |
| | | ($ in thousands) |
| | | 2018 | | 2017 | | 2016 |
| Commissions and Other Sales Costs | | | | | | |
| Dollars | | $ | (241,897 | ) | | $ | (221,647 | ) | | $ | (215,092 | ) |
| Percent of home closing revenue | | 7.0 | % | | 7.0 | % | | 7.2 | % |
| General and Administrative Expenses | | | | | | |
| Dollars | | $ | (138,478 | ) | | $ | (124,041 | ) | | $ | (123,803 | ) |
| Percent of home closing revenue | | 4.0 | % | | 3.9 | % | | 4.1 | % |
| Earnings from Other Unconsolidated Entities, Net | | | | | | |
| Dollars | | $ | 601 |
| | $ | 2,101 |
| | $ | 4,060 |
|
| Interest Expense | | | | | | |
| Dollars | | $ | (785 | ) | | $ | (3,853 | ) | | $ | (5,172 | ) |
| Other Income, Net | | | | | | |
| Dollars | | $ | 10,616 |
| | $ | 6,405 |
| | $ | 4,953 |
|
| Provision for Income Taxes | | | | | | |
| Dollars | | $ | (55,922 | ) | | $ | (104,264 | ) | | $ | (68,519 | ) |
Fiscal 20182021 Compared to Fiscal 20172020
Commissions and Other Sales Costs. Commissions and other sales costs are comprised of internal and external commissions and related sales and marketing expenses such as advertising and sales office costs. These costs increased by $20.3decreased $2.5 million in 2018 over 2017 as a result of increased closing volume, but remained flatand decreased as a percentage of home closing revenue 7.0%by 80 basis points in both years.2021 over 2020. The decrease as a percentage of home closing revenue is due to lower broker commissions in 2021 and our utilization of digital sales solutions. Additionally, the latter half of 2020 was negatively impacted by increased commission incentives that were temporarily offered during the early stages of the pandemic. The decrease in commissions and other sales costs in dollars was primarily the result of savings in marketing and advertising spend as we leveraged more digital platforms and efficiencies integrated into our sales and marketing structure.
General and Administrative Expenses. General and administrative expenses represent corporate and divisional overhead expenses such as salaries and bonuses, occupancy, insurance and travel expenses. For the twelve monthsyear ended December 31, 2018,2021, general and administrative expenses were $138.5$181.4 million or 4.0%3.6% of home closing revenue as compared to $124.0$159.0 million or 3.9%3.6% of home closing revenue for the 20172020 period. The dollar$22.4 million increase year over year is largelydue primarily to increased payroll and performance based bonus compensation expenses on higher employee headcount and one-time items totaling approximately $5.0 million included retirement payments to our former General Counsel who retired in December 2021 and a change in the resultCompany's retirement vesting eligibility for equity awards. As a percentage of
increased performance-based compensation resulting from higher home closing volumerevenue, general and improved profitability. We continually strive to optimize overhead leverage throughadministrative expenses were consistent at 3.6% for both periods, as we realized the efforts of our cost control efforts at bothobjectives. We have also continued our restrictions on certain corporate expenditures, particularly as they relate to precautions taken to address ongoing COVID-19 concerns. As COVID-19 restrictions ease, we expect these costs to gradually return as more employees return to the office and divisional levels.resume travel.
Earnings from Other Unconsolidated Entities, Net. Earnings from other unconsolidated entities, net represents our portion of pre-tax earnings/(losses) from non-financial services joint ventures. Included in this amount is both the pass through of earnings/(losses) from the joint venture's most recently available financial statements as well as any accrued expected earnings/(losses) for the periods presented that might not have been reflected in the joint venture's financial statements provided to us. For the twelve months ended December 31, 2018 we recognized earnings of $0.6 million compared to $2.1 million for the 2017 period. The higher 2017 earnings are related to development reimbursements from municipalities and land sales recorded in our land joint ventures.
Interest Expense. Interest expense is comprised of interest incurred, but not capitalized, on our senior notes and our Credit Facility and in 2017 also our convertible senior notes.Facility. Our non-capitalizable interest expense declineddecreased to $0.8$0.3 million in 2021 compared to $2.2 million for the twelve months ended December 31, 2018 compared to $3.9 million for the 20172020 period due to a higher balancelower interest incurred in 2021 resulting from the early redemption of inventory under development that qualifiesthe $300.0 million 7.00% Senior Notes due 2022 ("2022 Notes") during the second quarter of 2021 and no outstanding borrowings on our Credit Facility during 2021. In 2020 we incurred interest charges from our Credit Facility which had $500.0 million outstanding for interest capitalization.several months during the first half of 2020.
Other Income, Net. Other income, net primarily consists of (i) sub lease income, (ii) interest earned on our cash and cash equivalents, (iii) payments and awards related to legal settlements, (ii) sub leaseand (iv) our portion of pre-tax income (iii) interest earned on our cash and cash equivalents. Beginning in 2018, forfeited deposits are reflected in Home closing revenue resultingor loss from the adoption of ASU 2014-09. Forfeited deposits represented $2.5 million ofnon-financial services joint ventures. Other income, net decreased by $1.8 million in 2017 results. The remaining difference from 20182021 compared to 2017 results2020 due to a one-time benefit payment in Other income, net2020 of approximately $1.5 million for company-owned life insurance proceeds.
Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt of $18.2 million for the year ended December 31, 2021 is primarily the result of legal settlements received in 2018, including a $4.8 million settlement from long-standing litigation related to a previous joint venturethe early redemption of our 2022 Notes. There were no similar charges for the year ended December 31, 2020. See Note 7 in Nevada.the accompanying consolidated financial statements for more information related to the early redemption.
Income Taxes. The effective tax rate was 19.7%22.8% and 42.1%20.6% for 20182021 and 2017,2020, respectively. The reducedeffective rate in 2018 is due to lower corporate tax resulting fromboth years reflects the Tax Act, extensionavailability of the Internal Revenue Code §45L new energy efficient homes creditcredits (the "energy tax credit") from the enactment of the Taxpayer Certainty and Disaster Tax Relief Act of 2019 (the "2019 Act") that was signed into law on December 20, 2019 and has been extended through 2021. The higher rate in early 2018 for homes closed2021 reflects increased profit in 2017, additional energystates with higher tax credits obtained by qualifying more homes in open prior tax years,rates and a revaluation adjustment to our deferred tax assets in accordance with the SEC Staff Accounting Bulletin No. 118. The 2017 effective tax rate does not include thereduced benefit of 2017 energy tax credits due to the legislation being passed in 2018, but was favorably impacted by the homebuilder manufacturing deduction which was eliminated in the Tax Act. The higher 2017 effective tax rate also reflects a $19.7 million revaluation adjustment to our deferred tax assets as a result of the Tax Act which was estimated in 2017 and revised in 2018 when our accounting for the income tax effects of the Tax Act was completed.
Fiscal 2017 Compared to Fiscal 2016
Commissions and Other Sales Costs. These costs increased by $6.6 million in 2017 over 2016 as a result of increased closing volume, but decreased as a percentage of home closing revenue to 7.0% in 2017 compared to 7.2% in 2016. This is the result of improved overhead leverage on higher revenues in 2017, targeted initiatives to decrease marketing and selling costs, combined with a revised commission structure in effect for the full year of 2017 as compared to only a partial year impact in 2016.
General and Administrative Expenses. For the twelve months ended December 31, 2017, general and administrative expenses were $124.0 million as compared to $123.8 million for the 2016 period. As a percentage of home closing revenue, general and administrative expenses decreased by 20 basis points for the year ended December 31, 2017 compared to 2016. The improved leverage year-over-year is mainly attributable to the additional closing revenue in 2017 over 2016.
Earnings from Other Unconsolidated Entities, Net. The 2017 earnings of $2.1 million are related to development reimbursements from municipalities and land sales recorded in our land joint ventures and 2016 earnings of $4.1 million are primarily the result of land sales recorded in our land joint ventures.
Interest Expense. Despite a higher amount of interest dollars incurred in 2017, our non-capitalizable interest expense declined to $3.9 million for the twelve months ended December 31, 2017 compared to $5.2 million for the 2016 period due to a higher balance of inventory under development that qualifies for interest capitalization.
Other Income, Net. Other income, net was favorably impacted in 2017 and 2016 primarily by additional interest income from municipalities related to reimbursable land development costs and forfeited buyer deposits.
Income Taxes. The effective tax rate was 42.1% and 31.4% for 2017 and 2016, respectively. Our 2016 tax rate was favorably impacted by both the homebuilder manufacturing deduction and energy tax credits. The effective tax rate for 2017 was favorably impacted by the homebuilder manufacturing deduction and to a lesser extent additional energy tax credits obtained by qualifying more homes from open prior tax years. These were offset by an unfavorable impact to the 2017
effective tax rate from the Tax Act non-cash estimated revaluation of deferred tax balances of $19.7 million and due to the absence of the energy tax credits for homes closed in 2017.credit applied to greater earnings before income taxes.
Liquidity and Capital Resources
OverviewWe have historically generated cash and funded our operations primarily from cash flows from operating activities. Additional sources of Cash Management
funds may include additional debt or equity financing and borrowing capacity under our unsecured revolving credit facility ("Credit Facility"). We exercise strict controls and believe we have a prudent strategy for Company-wide cash management, including those related to cash outlays for land and inventory acquisition and development. Our principal uses of capital for 2018 werecash include acquisition and development of new and strategicpreviously controlled land and lot positions, operating expenses, home construction, repurchasing our common stockoperating expenses, and the payment of interest and routine liabilities. In addition, in 2018From time to time, we used the net proceeds ofopportunistically repurchase our new senior notes to pay off our maturing senior notes. We remain focused on acquiring desirable land positions, generating increasing margins in our homebuilding operations and maintaining a strong balance sheet to support future needs and growth, while leveraging land options where possible.
Operating Cash Flow Activities
During the year ended December 31, 2018, net cash provided by operations totaled $262.2 million. During the years ended December 31, 2017 and December 31, 2016 net cash used in operations totaled $87.1 million and $103.4 million, respectively. Operating cash flow results in 2018 benefited from the $227.3 million in net earnings partially offset by a modest $19.4 million increase in real estate, and a $12.8 million decrease in accounts payable and accrued liabilities. Operating cash flow results in 2017 and 2016 benefited from the $143.3 million and $149.5 million in net earnings, respectively, offset mainly by the $301.5 million and $311.4 million increase in real estate, respectively. Operating cash flow in 2017 also includes a $19.7 million add-back related to a non-cash deferred tax asset revaluation to reflect the impact of new corporate tax rates enacted in 2017 which became effective in 2018.
Investing Cash Flow Activities
During the year ended December 31, 2018, net cash used in investing activities totaled $33.5 million as compared to $17.1 million and $20.1 million for the same period in 2017 and 2016, respectively. Cash used in investing activities in 2018, 2017 and 2016 is mainly attributable to the purchases of property, plant and equipment of $33.4 million, $18.1 million, and $16.7 million, respectively.
Financing Cash Flow Activities
During the year ended December 31, 2018, net cash used in financing activities totaled $88.0 million as compared to net cash provided by financing activities of $143.2 million for the same period in 2017. During the year ended December 31, 2016, net cash used in financing activities totaled $7.0 million. The net cash used in financing activities in 2018 reflects the $175.0 million repayment of our 4.50% senior notes along with the repurchase of $100.0 million of our common stock partially offset by $202.8 million in net proceeds received from our 6.00% bond issuance. The net cash provided by financing activities in 2017 is primarily the result of the $295.9 million in net proceeds from our 5.125% bond issuance, partially offset by the $126.7 million redemption of our Convertible Notes. The use of cash in 2016 primarily reflects $15.0 million in proceeds from the Credit Facility, offset by $21.3 million in repayments of loans payable and other borrowings.stock.
Cash flows for each of our communities depend on their stage of the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, zoning plat and other approvals, community and lot development, and construction of model homes, roads, utilities, landscape and other amenities. Because these costs are a component of our inventory and are not recognized in our income statement until a home closes, we incur significant cash outlays prior to recognition of earnings. In the later stages of a community, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint,
Short-term Liquidity and Capital Resources
Over the course of the next twelve months, we are currently acquiringexpect that our primary demand for funds will be for the construction of homes, as well as acquisition and developingdevelopment of both new and existing lots, in our markets to maintainoperating expenses, including general and grow our lot supplyadministrative expenses, interest payments on current and active community count. We are also using our cash on handfuture debt financings and draws under our Credit Facility, as needed, to fund operations in newer markets. As we have spent the last several years building a pipeline of desirable land positions to position us for growth in an improving homebuilding environment and to replenish a depleted supply of lots, our cash outlays have exceeded our cash generated from operations.opportunistic common stock repurchases. We expect future cash needs to begin to moderate and for cash generated from ongoing operations to supportmeet these short-term liquidity requirements primarily through our expected growth.
During 2018, we closed 8,531 homes, purchased approximately 9,400 lots for $380.2 million, spent $400.6 million on land development, and started 8,743 homes. We currently primarily purchase undeveloped land or partially-finished requiring development dollars in order to bring them to a finished status ready for home construction. We exercise strict controls and believe we have a prudent strategy for Company-wide cash management, including those related to cash outlays for land and inventory acquisition and development. We ended 2018 with $311.5 million of cash and cash equivalents a $140.7 million increase from December 31, 2017on hand and our net cash flows provided by operations.
Between our cash and cash equivalents on hand combined with no outstanding borrowings on our Credit Facility. The increasethe availability of funds in cash year over year is primarily due to a $209.2 million reduction in land and development spending in 2018 due to less expensive lots to supply our
entry-level business partially offset by $100.0 million in share repurchases, as discussed below. We expect to generate cash from the sale of our inventory, but we intend to redeploy the majority of that cash to acquire and develop strategic and well-positioned lots to grow our business, while maintaining sufficient cash balances to pay the majority, if not all, of our upcoming 7.15% senior notes due in 2020.
On July 25, 2018, the Board of Directors approved a new stock repurchase program, authorizing the expenditure of up to $100.0 million to repurchase shares of our common stock, subject to certain price parameters. This program replaced the previously authorized program that was in place and there was no stated expiration for this program. Prior to December 31, 2018, we repurchased the entire $100.0 million allowed under the program at an average price of $38.71 per share, retiring 2.6 million shares of our common stock.
In June 2018, we entered into an amendment to our Credit Facility, which among other things, increased the total commitments available from $625.0 million to $780.0 million and extended the maturity date of the Credit Facility from July 2021 to July 2022. In addition, in March 2018, the Company completed an offering of $200.0 million aggregate principal amount of 6.00% Senior Notes due 2025 (the "Additional Notes"). The Additional Notes were issued as an add-on to the existing $200.0 million of 6.00% Senior Notes due 2025 that were issued in June 2015 which resulted in a combined $400.0 million aggregate principal amount of 6.00% Senior Notes due 2025 outstanding at December 31, 2018. The Additional Notes were issued at a premium of 103% of the principal amount and the net proceeds were used to repay outstanding borrowings under the Credit Facility, which included borrowings used for the redemption of the Company's 4.50% Senior Notes that were due to mature on March 1, 2018. Reference is made to Notes 5 and 6 in the accompanying consolidated financial statements.
Wewe believe that we currently have strongsufficient liquidity. Nevertheless, we may seek additional capital to strengthen our liquidity position, enable us to opportunistically acquire additional land inventory in anticipation of improving market conditions, and/or strengthen our long-term capital structure. Such
Long-term Liquidity and Capital Resources
Beyond the next twelve months, our principal demands for funds will be for the construction of homes, land acquisition and development activities needed to grow our lot supply and active community count, payments of the principal amounts and interest on our senior notes as they become due or mature and common stock repurchases. We expect our existing and generated cash will be adequate to fund our ongoing operating activities as well as providing capital for investment in future land purchases and related development activities. To the extent the sources of capital described above are insufficient to meet our long-term cash needs, we may also conduct additional capital may be in the formpublic offerings of equityour securities, refinance or secure new debt financing and may be from a varietyor dispose of sources.certain assets to fund our operating activities. There can be no assurances that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing stockholders or increase our interest costs. We may also, from time to time, opportunistically repurchase our senior notes and common stock. Reference is made to Notes 5 and 6 in the accompanying consolidated financial statements.
Material Cash Requirements
We believe thatare a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact both short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. Debt-to-capital and net debt-to-capital are calculated as follows (dollars in thousands):
|
| | | | | | | | |
| | | At December 31, 2018 | | At December 31, 2017 |
| Notes payable and other borrowings | | $ | 1,310,057 |
| | $ | 1,283,804 |
|
| Stockholders’ equity | | 1,720,755 |
| | 1,576,825 |
|
| Total capital | | $ | 3,030,812 |
| | $ | 2,860,629 |
|
| Debt-to-capital (1) | | 43.2 | % | | 44.9 | % |
| Notes payable and other borrowings | | $ | 1,310,057 |
| | $ | 1,283,804 |
|
| Less: cash and cash equivalents | | (311,466 | ) | | (170,746 | ) |
| Net debt | | $ | 998,591 |
| | $ | 1,113,058 |
|
| Stockholders’ equity | | 1,720,755 |
| | 1,576,825 |
|
| Total net capital | | $ | 2,719,346 |
| | $ | 2,689,883 |
|
| Net debt-to-capital (2) | | 36.7 | % | | 41.4 | % |
| |
(1) | Debt-to-capital is computed as senior notes, net and loans payable and other borrowings divided by the aggregate of total senior notes, net and loans payable and other borrowings and stockholders' equity. |
| |
(2) | Net debt-to-capital is computed as net debt divided by the aggregate of net debt and stockholders' equity. Net debt is total senior notes, net and loans payable and other borrowings, less cash and cash equivalents. The most directly comparable GAAP financial measure is the ratio of debt to total capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. |
Senior Notes
7.15% Senior Notes
During the second quarter of 2010, we completed an offering of $200.0 million aggregate principal amount of 7.15% senior notes due 2020 ("2020 Notes"). The 2020 Notes were issued at 97.567% of par value to yield 7.50%. In the fourth quarter of 2013, we completed a $100.0 million add-on offering to the 2020 Notes at 106.699% of par value to yield 5.875%.
7.00% Senior Notes
In April 2012, we completed an offering of $300.0 million aggregate principal amount of 7.00% Senior Notes due 2022 ("2022 Notes"). The 2022 Notes were issued at par and their associated proceeds were primarily used to pay down the remainingconsolidated balance of our prior $285.0 million of 6.25% senior notes due 2015.
6.00% Senior Notes
In June 2015, we completed an offering of $200.0 million aggregate principal amount of 6.00% Senior Notes due 2025 ("2025 Notes"). The 2025 Notes were issued at par, and the proceeds were used for general corporate obligations and future land spend. In March 2018, the Company completed an offering of $200.0 million aggregate principal amount of additional 2025 Notes (the "Additional Notes"). The Additional Notes were issued as an add-on to the existing 2025 Notes that were issued in June 2015 which resulted in a combined $400.0 million aggregate principal amount of 6.00% Senior Notes due 2025 outstandingsheets as of December 31, 2018. The Additional Notes were issued at a premium2021, while others are considered future commitments. Our contractual obligations primarily consist of 103% of the principal amount and the net proceeds were used to repay outstanding borrowings under the Credit Facility, which included borrowings used for the redemption of the Company's $175.0 million of 4.50% Senior Notes that were due to matureinterest payments on March 1, 2018.
5.125% Senior Notes
In June 2017, we completed an offering of $300.0 million aggregate principal amount of 5.125% Senior Notes due 2027 ("2027 Notes"). The 2027 notes were issued at par. Using the proceeds from the 2027 Notes offering, we retired all $126.5 million of our convertible senior notes ("Convertible Notes") aggregate principal amount.
The indentures for all of our senior notes, contain covenantsloans payable and other borrowings, including among others, limitations on the amount of secured debt we may incur, and limitations on sale and leaseback transactions of non-model home assets and mergers. We believe we are in compliance with all such covenants as of December 31, 2018.
Loans Payable and Other Borrowings
The Company has a $780.0 million unsecured revolving credit facility ("our Credit Facility") with an accordion feature that permits the size of the facility to increase to a maximum of $880.0 million, subject to certain conditions, including the availability of additional bank commitments. In June 2018, the maturity date of the credit facility was extended to July 2022. We had no outstanding borrowings under the Credit Facility as of December 31, 2018 or December 31, 2017. During the twelve months ended December 31, 2018 we had $285.0 million of gross borrowings and repayments. During the twelve months ended December 31, 2017 we had $415.0 million of gross borrowings and $430.0 million of repayments, respectively. Borrowings and repayments during the twelve months ended December 31, 2016 totaled $286.0 million and $271.0 million, respectively. As of December 31, 2018 we had outstandingAgreement, letters of credit issued under the Credit Facility totaling $74.0 million, leaving $706.0 million available under the Credit Facilityand surety bonds and operating leases. We have no debt maturities until 2025. We also have certain short-term lease commitments, commitments to be drawn.
Credit Facility Covenants
Borrowings under the Credit Facility are unsecured but availability is subject to, among other things, a borrowing base. The Credit Facility also contains certain financial covenants, including (a) a minimum tangible net worth requirement of $1.1 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), and (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 60%. In addition, we are required to maintain either (i) an interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less thanfund our consolidated interest incurred during the trailing 12 months. We were in compliance with all Credit Facility covenants as of December 31, 2018. Our actual financial covenant calculations as of December 31, 2018 are reflected in the table below.
existing unconsolidated joint
|
| | | |
Financial Covenant (dollars in thousands): | Covenant Requirement | | Actual |
Minimum Tangible Net Worth | > $1,202,164 | | $1,680,978 |
Leverage Ratio | < 60% | | 34% |
Interest Coverage Ratio (1) | > 1.50 | | 4.80 |
Minimum Liquidity (1) | > $85,279 | | $1,017,429 |
Investmentsventures and other than defined permitted investments | < $504,293 | | $17,480 |
| |
(1) | We are required to meet either the Interest Coverage Ratio or Minimum Liquidity, but not both. |
Land under Control
We enter into various purchase and option contracts for landobligations in the normal course of business. Generally,Future commitments include land acquisition spend under purchase and option agreements. We plan to fund these commitments primarily with cash flows generated by operations, but may also utilize additional debt or equity financing and borrowing capacity under our lot options remain effective so long as we purchase a pre-established minimum number of lots each month or quarter, as determined by the respective agreement. The pre-established number is typically structuredCredit Facility. Our maximum exposure to approximate our expected rate of home construction starts, although if demand slows, in some instances starts may fall below the pre-established minimum number of lot purchases and lots would accumulateloss on our balance sheet. Additionalpurchase and option agreements is generally limited to non-refundable deposits and capitalized pre-acquisition costs.
For information regardingabout our purchase agreementslease obligations, loans payable and related depositsother borrowings and senior notes, reference is presented in Note 3made to Notes 4, 6, and 7 in the accompanying Notes to the consolidated financial statements included in this Annual Report on Form 10-K.
The total number of lots under control at December 31, 2018 was 34,553 as compared to 34,319 at December 31, 2017.At December 31, 201810-K and 2017, respectively, 69.5% and 68.1% of our controlled lots were owned. We secured approximately 10,300 lots with an aggregate purchase price of $370.2 million in 2018 as compared to approximately 13,300 lots with an aggregate purchase price of $557.7 million in 2017. At December 31, 2018, our total option and purchase contracts had aggregated purchase prices of approximately $910.9 million, on which we had made deposits of approximately $51.4 million in cash, of which approximately 91.5% is non-refundable.
Off-Balance Sheet Arrangementsare incorporated by reference herein.
Reference is made to Notes 1, 3, 4,5, and 1516 in the accompanying Notes to the consolidated financial statements included in this Annual Report on Form 10-K and are incorporated by reference herein. These Notes discuss our off-balance sheet arrangements with respect to land acquisition contracts and option agreements, and land development joint ventures, including the nature and amounts of financial obligations relating to these items. In addition, these Notes discuss the nature and amounts of certain types of commitments that arise in connection with the ordinary course of our land development and homebuilding operations, including commitments of land development joint ventures for which we might be obligated.obligated, if any.
Contractual Obligations
The following is a summary of our contractual obligations at December 31, 2018, and the effect such obligations are expected to have on our liquidity and cash flows in future periods (in thousands):
|
| | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period |
| | | Total | | Less than 1 Year | | 1-3 Years | | 4-5 Years | | More Than 5 Years |
| Principal, senior notes | | $ | 1,300,000 |
| | $ | — |
| | $ | 300,000 |
| | $ | 300,000 |
| | $ | 700,000 |
|
| Interest, senior notes | | 379,569 |
| | 81,825 |
| | 127,008 |
| | 83,999 |
| | 86,737 |
|
| Loans payable and other borrowings | | 14,773 |
| | 5,377 |
| | 9,360 |
| | 36 |
| | — |
|
| Operating lease obligations | | 40,218 |
| | 8,168 |
| | 15,005 |
| | 11,627 |
| | 5,418 |
|
| Other contractual obligations (1) | | 4,608 |
| | 2,741 |
| | 1,867 |
| | — |
| | — |
|
| Total (2) | | $ | 1,739,168 |
| | $ | 98,111 |
| | $ | 453,240 |
| | $ | 395,662 |
| | $ | 792,155 |
|
| |
(1) | Represents other long-term obligations for items such as software and marketing licenses. |
| |
(2) | See Notes 5, 6 and 15 to our consolidated financial statements included in this report for additional information regarding our contractual obligations. |
We do not engage in commodity trading or other similar activities. We had no derivative financial instruments at December 31, 20182021 or 2017.2020.
Operating Cash Flow Activities
During the year ended December 31, 2021, net cash used in operations totaled $152.1 million versus net cash provided by operations of $530.4 million during the year ended December 31, 2020. Generally, our operating cash flows fluctuate primarily based on changes in our net earnings, real estate inventory and, to a lesser extent, timing of payments of accounts payable and accrued liabilities.
Operating cash flow results in 2021 primarily reflect $737.4 million in net earnings, which were offset by a $948.1 million increase in real estate due to increased spending on homes under construction as well as acquisition of new land positions. Operating cash flow results in 2020 reflect the $423.5 million in net earnings and an $88.9 million increase in accounts payable and accrued liabilities due to the timing of cash payments and an increase in income taxes payable, partially offset by a $40.1 million increase in real estate due to increased spending on homes under construction as well as acquisition of new land positions.
Investing Cash Flow Activities
During the year ended December 31, 2021, net cash used in investing activities totaled $26.8 million as compared to $18.2 million for the same period in 2020. Cash used in investing activities in both 2021 and 2020 is mainly attributable to the purchases of property, plant and equipment of $25.7 million and $19.9 million, respectively.
Financing Cash Flow Activities
During the year ended December 31, 2021, net cash provided by financing activities totaled $51.6 million as compared to net cash used in financing activities of $86.0 million for the same period in 2020. The net cash provided by financing activities in 2021 primarily reflects the net proceeds of $450.0 million from the issuance of our 3.875% Senior Notes due 2029, offset by the early redemption of our 7.00% Senior Notes due 2022 of $300.0 million principal and associated early tender fees of $17.7 million, along with share repurchases of $61.0 million. The net cash used in financing activities in 2020 consists of $69.6 million in share repurchases and $16.4 million in repayments of loans payable and other borrowings.
On February 13, 2019, the Board of Directors authorized a new stock repurchase program, authorizing the expenditure of up to $100.0 million to repurchase shares of our common stock. On November 13, 2020, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock under this program. On August 12, 2021, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock under this program. We acquired 639,346 and 1,100,000 shares of our common stock at an aggregate purchase price of $61.0 million and $69.6 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was approximately $153.4 million available under this program to repurchase shares.
The Company entered into the unsecured revolving Credit Facility in 2014 that has been amended from time to time. In December 2021, the Credit Facility was amended, extending the maturity date from December 2025 to December 2026 and replacing LIBOR as the benchmark interest rate with the Secured Overnight Financing Rate ("SOFR"). The Credit Facility's aggregate commitment is $780.0 million with an accordion feature permitting the size of the facility to increase to a maximum of $880.0 million, subject to certain conditions, including the availability of additional bank commitments.
We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. Debt-to-capital and net debt-to-capital are calculated as follows (dollars in thousands): | | | | | | | | | | | | | | |
| | At December 31, 2021 | | At December 31, 2020 |
| Senior notes, net, loans payable and other borrowings | | $ | 1,160,038 | | | $ | 1,020,085 | |
| Stockholders’ equity | | 3,044,389 | | | 2,347,868 | |
| Total capital | | $ | 4,204,427 | | | $ | 3,367,953 | |
| Debt-to-capital (1) | | 27.6 | % | | 30.3 | % |
| Senior notes, net, loans payable and other borrowings | | $ | 1,160,038 | | | $ | 1,020,085 | |
| Less: cash and cash equivalents | | (618,335) | | | (745,621) | |
| Net debt | | $ | 541,703 | | | $ | 274,464 | |
| Stockholders’ equity | | 3,044,389 | | | 2,347,868 | |
| Total net capital | | $ | 3,586,092 | | | $ | 2,622,332 | |
| Net debt-to-capital (2) | | 15.1 | % | | 10.5 | % |
(1)Debt-to-capital is computed as senior notes, net and loans payable and other borrowings divided by the aggregate of total senior notes, net and loans payable and other borrowings and stockholders' equity.
(2)Net debt-to-capital is computed as net debt divided by the aggregate of net debt and stockholders' equity. Net debt is total senior notes, net and loans payable and other borrowings, less cash and cash equivalents. The most directly comparable GAAP financial measure is the ratio of debt to total capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing.
Credit Facility Covenants
Borrowings under the Credit Facility are unsecured but availability is subject to, among other things, a borrowing base. The Credit Facility also contains certain financial covenants, including (a) a minimum tangible net worth requirement of $1.9 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), and (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 60%. In addition, we are required to maintain either (i) an interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less than our consolidated interest incurred during the trailing 12 months. We were in compliance with all Credit Facility covenants as of December 31, 2021. Our actual financial covenant calculations as of December 31, 2021 are reflected in the table below.
| | | | | | | | | | | |
| Financial Covenant (dollars in thousands): | Covenant Requirement | | Actual |
| Minimum Tangible Net Worth | > $2,068,292 | | $3,003,878 |
| Leverage Ratio | < 60% | | 13.1% |
| Interest Coverage Ratio (1) | > 1.50 | | 17.30 |
| Minimum Liquidity (1) | > $62,836 | | $1,335,939 |
| Investments other than defined permitted investments | < $901,163 | | $5,764 |
(1)We are required to meet either the Interest Coverage Ratio or Minimum Liquidity, but not both.
Recent Accounting Standards
See Note 1 to our consolidated financial statements included in this report for discussion of recently-issued accounting standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Our fixed rate debt is made up primarily of $1.3$1.2 billion of our senior notes. Except in limited circumstances, we do not have an obligation to prepay our fixed-rate debt prior to maturity and, as a result, interest rate risk and changes in fair value should not have a significant impact on our fixed rate borrowings until we would be required to repay such debt. Our Credit Facility is subject to interest rate changes. We had maximum intra-periodno intraperiod borrowings under the Credit Facility of up to $250.0 million and $105.0 million for years endingduring the year ended December 31, 20182021, and 2017, respectively,had $500.0 million of intraperiod borrowings for during the year ended December 31, 2020, with none outstanding atas of either December 31, 20182021 or 2020. There were no interest charges resulting from intraperiod borrowings during the year ended December 31, 2017.2021. Interest charges resulting from the intra-periodintraperiod borrowings totaled $0.3 million and $1.3$0.2 million for the yearsyear ended December 31, 2018 and 2017, respectively.2020.
The following table presents our long-term debt obligations, principal cash flows by maturity, weighted average interest rates and estimated fair market value for the year ended December 31, 20182021 (in thousands):
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value at December 31, |
| | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | Thereafter | | Total | | 2018 (a) |
| | | | |
| Senior Notes | | | | | | | | | | | | |
| Fixed rate | | $ | — |
| | $ | 300.0 |
| | $ | — |
| | $ | 300.0 |
| | $ | — |
| | $ | 700.0 |
| | $ | 1,300.0 |
| | $ | 1,252.5 |
|
| Weighted average interest rate | | n/a |
| | 7.150% |
| | n/a |
| | 7.000% |
| | n/a |
| | 5.625 | % | | 6.294 | % | | n/a |
|
| | | | | | | | | | | | | | | | | |
| Loans Payable and Other Borrowings | | | | | | | | | | | | |
| Fixed rate | | $ | 5.4 |
| | $ | 9.1 |
| | $ | 0.2 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 14.8 |
| | $ | 14.8 |
|
Average interest rate (b) | | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
| | n/a |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) | Fair value of our fixed rate debt at December 31, 2018, is derived from quoted market prices by independent dealers. |
| |
(b) | Notes payable in connection with land purchases were all non-recourse and non-interest bearing as of December 31, 2018. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value at December 31, |
| | 2022 | | | | 2023 | | | | 2024 | | | | 2025 | | | | 2026 | | | | Thereafter | | | | Total | | 2021 (a) |
| | | |
| Senior Notes | | | | | | | | | | | | |
| Fixed rate | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 400.0 | | | | $ | — | | | | $ | 750.0 | | | | $ | 1,150.0 | | $ | 1,248.7 |
| Weighted average interest rate | | n/a | | | | n/a | | | | n/a | | | | 6.000 | % | | | | n/a | | | | 4.375 | % | | | | 4.940 | % | | n/a |
| | | | | | | | | | | | | | | | |
| Loans Payable and Other Borrowings | | | | | | | | | | | | |
| Fixed rate | | $ | 12.5 | | | | $ | 4.6 | | | | $ | 0.5 | | | | $ | 0.03 | | | | $ | — | | | | $ | — | | | | $ | 17.6 | | $ | 17.6 |
| Average interest rate | | 2.038 | % | | | | 4.092 | % | | | | — | % | | | | — | % | | | | n/a | | | | n/a | | | | 2.516 | % | | n/a |
(a)Fair value of our fixed rate debt at December 31, 2021, is derived from quoted market prices by independent dealers.
Our operations are interest rate sensitive. As overall housing demand is adversely affected by increases in interest rates, an increase in mortgage interest rates may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates could adversely affect our revenues, gross margins and net income and would also increase our variable rate borrowing costs.costs on our Credit Facility. We do not enter into, or intend to enter into, derivative financial instruments for trading or speculative purposes.
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements as of December 31, 20182021 and 20172020 and for each of the years in the three-year period ended December 31, 2018,2021, together with related notes and the report of Deloitte & Touche LLP, independent registered public accounting firm (PCAOB ID: 34), are on the following pages.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Meritage Homes CorporationCorporation:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Meritage Homes Corporation and subsidiaries (the "Company") as of December 31, 20182021 and 2017,2020, the related consolidated income statements, stockholders' equity and cash flows, for each of the three years in the period ended December 31, 2018,2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2019,16, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis forOpinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Real Estate — Refer to Notes 1 and 2 to the financial statements
Critical Audit Matter Description
The Company’s land inventory and real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually. The Company’s impairment analysis is conducted if indicators of a change in conditions that could result in a decline in value of the Company’s land and real estate assets exist. Impairment charges are recorded to write down an asset to its estimated fair value if the undiscounted cash flows expected to be generated by the asset are lower than its carrying amount. The Company’s determination of fair value is based on projections and estimates. Changes in these expectations may lead to a change in the outcome of the Company’s impairment analysis, and actual results may also differ from management’s assumptions. If an asset is deemed to be impaired, the impairment recognized is measured as the amount by which the asset’s carrying amount exceeds its fair value.
The Company’s evaluation included whether indicators of a decline in value of the Company’s land and real estate assets exist and the determination of value to evaluate the recoverability of real estate assets used in the undiscounted cash flows. This evaluation requires management to make significant projections and estimates, which required a high degree of auditor judgment and an increased extent of audit effort.
How the Critical Audit Matter Was Addressed in the Audit
We tested the effectiveness of the Company’s internal controls related to the Company’s evaluation of the recoverability of real estate assets. We also evaluated the significant assumptions used in the Company’s evaluation of the recoverability of real estate assets, by comparing the assumptions to actual recent home sales and closings in that community and external analyst and industry reports for the respective geography. For certain communities that did not have actual recent home closings, we compared to historical home sales and closings in nearby communities taking into consideration factors such as location, size, and type of community. In addition, we met with management to understand how recent trends in home sales and closings have been considered in the Company’s evaluation of the recoverability of real estate assets.
/s/ DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 15, 201916, 2022
We have served as the Company's auditor since 2004.
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
| | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| | | (In thousands, except share data) |
| Assets | | | | |
| Cash and cash equivalents | | $ | 311,466 |
| | $ | 170,746 |
|
| Other receivables | | 77,285 |
| | 79,317 |
|
| Real estate | | 2,742,621 |
| | 2,731,380 |
|
| Real estate not owned | | — |
| | 38,864 |
|
| Deposits on real estate under option or contract | | 51,410 |
| | 59,945 |
|
| Investments in unconsolidated entities | | 17,480 |
| | 17,068 |
|
| Property and equipment, net | | 54,596 |
| | 33,631 |
|
| Deferred tax asset | | 26,465 |
| | 35,162 |
|
| Prepaids, other assets and goodwill | | 84,156 |
| | 85,145 |
|
| Total assets | | $ | 3,365,479 |
| | $ | 3,251,258 |
|
| Liabilities | | | | |
| Accounts payable | | $ | 128,169 |
| | $ | 140,516 |
|
| Accrued liabilities | | 177,862 |
| | 181,076 |
|
| Home sale deposits | | 28,636 |
| | 34,059 |
|
| Liabilities related to real estate not owned | | — |
| | 34,978 |
|
| Loans payable and other borrowings | | 14,773 |
| | 17,354 |
|
| Senior notes, net | | 1,295,284 |
| | 1,266,450 |
|
| Total liabilities | | 1,644,724 |
| | 1,674,433 |
|
| Stockholders’ Equity | | | | |
| Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at December 31, 2018 and 2017 | | — |
| | — |
|
| Common stock, par value $0.01. Authorized 125,000,000 shares; 38,072,659 and 40,330,741 shares issued and outstanding at December 31, 2018 and 2017, respectively | | 381 |
| | 403 |
|
| Additional paid-in Capital | | 501,781 |
| | 584,578 |
|
| Retained earnings | | 1,218,593 |
| | 991,844 |
|
| Total stockholders’ equity | | 1,720,755 |
| | 1,576,825 |
|
| Total liabilities and stockholders’ equity | | $ | 3,365,479 |
| | $ | 3,251,258 |
|
| | | | | | | | | | | | | | |
| | | At December 31, |
| | | 2021 | | 2020 |
| | | (In thousands, except share data) |
| Assets | | | | |
| Cash and cash equivalents | | $ | 618,335 | | | $ | 745,621 | |
| | | | |
| Other receivables | | 147,548 | | | 98,573 | |
| Real estate | | 3,734,408 | | | 2,778,039 | |
| Real estate not owned | | 8,011 | | | — | |
| Deposits on real estate under option or contract | | 90,679 | | | 59,534 | |
| Investments in unconsolidated entities | | 5,764 | | | 4,350 | |
| Property and equipment, net | | 37,340 | | | 38,933 | |
| Deferred tax assets, net | | 40,672 | | | 36,040 | |
| Prepaids, other assets and goodwill | | 124,776 | | | 103,308 | |
| Total assets | | $ | 4,807,533 | | | $ | 3,864,398 | |
| Liabilities | | | | |
| Accounts payable | | $ | 216,009 | | | $ | 175,250 | |
| Accrued liabilities | | 337,277 | | | 296,121 | |
| Home sale deposits | | 42,610 | | | 25,074 | |
| Liabilities related to real estate not owned | | 7,210 | | | — | |
| Loans payable and other borrowings | | 17,552 | | | 23,094 | |
| Senior notes, net | | 1,142,486 | | | 996,991 | |
| Total liabilities | | 1,763,144 | | | 1,516,530 | |
| Stockholders’ Equity | | | | |
| Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at December 31, 2021 and 2020 | | — | | | — | |
| Common stock, par value $0.01. Authorized 125,000,000 shares; 37,340,855 and 37,512,127 shares issued and outstanding at December 31, 2021 and 2020, respectively | | 373 | | | 375 | |
| Additional paid-in capital | | 414,841 | | | 455,762 | |
| Retained earnings | | 2,629,175 | | | 1,891,731 | |
| Total stockholders’ equity | | 3,044,389 | | | 2,347,868 | |
| Total liabilities and stockholders’ equity | | $ | 4,807,533 | | | $ | 3,864,398 | |
See accompanying notes to consolidated financial statements
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
|
| | | | | | | | | | | | |
| | | | | | | |
| | | Years Ended December 31, |
| | | 2018 | | 2017 | | 2016 |
| | | (In thousands, except per share data) |
| Homebuilding: | | | | | | |
| Home closing revenue | | $ | 3,474,712 |
| | $ | 3,186,775 |
| | $ | 3,003,426 |
|
| Land closing revenue | | 38,707 |
| | 39,997 |
| | 25,801 |
|
| Total closing revenue | | 3,513,419 |
| | 3,226,772 |
| | 3,029,227 |
|
| Cost of home closings | | (2,842,762 | ) | | (2,624,636 | ) | | (2,474,584 | ) |
| Cost of land closings | | (41,504 | ) | | (35,637 | ) | | (23,431 | ) |
| Total cost of closings | | (2,884,266 | ) | | (2,660,273 | ) | | (2,498,015 | ) |
| Home closing gross profit | | 631,950 |
| | 562,139 |
| | 528,842 |
|
| Land closing gross (loss)/profit | | (2,797 | ) | | 4,360 |
| | 2,370 |
|
| Total closing gross profit | | 629,153 |
| | 566,499 |
| | 531,212 |
|
| Financial Services: | | | | | | |
| Revenue | | 15,162 |
| | 14,203 |
| | 12,507 |
|
| Expense | | (6,454 | ) | | (6,006 | ) | | (5,587 | ) |
| Earnings from financial services unconsolidated entities and other, net | | 15,336 |
| | 13,858 |
| | 14,982 |
|
| Financial services profit | | 24,044 |
| | 22,055 |
| | 21,902 |
|
| Commissions and other sales costs | | (241,897 | ) | | (221,647 | ) | | (215,092 | ) |
| General and administrative expenses | | (138,478 | ) | | (124,041 | ) | | (123,803 | ) |
| Earnings from other unconsolidated entities, net | | 601 |
| | 2,101 |
| | 4,060 |
|
| Interest expense | | (785 | ) | | (3,853 | ) | | (5,172 | ) |
| Other income, net | | 10,616 |
| | 6,405 |
| | 4,953 |
|
| Earnings before income taxes | | 283,254 |
| | 247,519 |
| | 218,060 |
|
| Provision for income taxes | | (55,922 | ) | | (104,264 | ) | | (68,519 | ) |
| Net earnings | | $ | 227,332 |
| | $ | 143,255 |
| | $ | 149,541 |
|
| Earnings per common share: | | | | | | |
| Basic | | $ | 5.67 |
| | $ | 3.56 |
| | $ | 3.74 |
|
| Diluted | | $ | 5.58 |
| | $ | 3.41 |
| | $ | 3.55 |
|
| Weighted average number of shares: | | | | | | |
| Basic | | 40,107 |
| | 40,287 |
| | 39,976 |
|
| Diluted | | 40,728 |
| | 42,228 |
| | 42,585 |
|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| | | (In thousands, except per share data) |
| Homebuilding: | | | | | | |
| Home closing revenue | | $ | 5,094,873 | | | $ | 4,464,389 | | | $ | 3,604,629 | |
| Land closing revenue | | 25,237 | | | 17,731 | | | 45,854 | |
| Total closing revenue | | 5,120,110 | | | 4,482,120 | | | 3,650,483 | |
| Cost of home closings | | (3,676,496) | | | (3,483,981) | | | (2,923,969) | |
| Cost of land closings | | (26,320) | | | (38,525) | | | (46,899) | |
| Total cost of closings | | (3,702,816) | | | (3,522,506) | | | (2,970,868) | |
| Home closing gross profit | | 1,418,377 | | | 980,408 | | | 680,660 | |
| Land closing gross loss | | (1,083) | | | (20,794) | | | (1,045) | |
| Total closing gross profit | | 1,417,294 | | | 959,614 | | | 679,615 | |
| Financial Services: | | | | | | |
| Revenue | | 21,207 | | | 19,097 | | | 16,461 | |
| Expense | | (9,182) | | | (7,797) | | | (6,781) | |
| Earnings from financial services unconsolidated entities and other, net | | 6,009 | | | 5,088 | | | 10,899 | |
| Financial services profit | | 18,034 | | | 16,388 | | | 20,579 | |
| Commissions and other sales costs | | (285,403) | | | (287,901) | | | (246,728) | |
| General and administrative expenses | | (181,449) | | | (159,020) | | | (146,093) | |
| | | | | | |
| Interest expense | | (318) | | | (2,177) | | | (8,370) | |
| Other income, net | | 4,864 | | | 6,662 | | | 9,577 | |
| Loss on early extinguishment of debt | | (18,188) | | | — | | | (5,635) | |
| Earnings before income taxes | | 954,834 | | | 533,566 | | | 302,945 | |
| Provision for income taxes | | (217,390) | | | (110,091) | | | (53,282) | |
| Net earnings | | $ | 737,444 | | | $ | 423,475 | | | $ | 249,663 | |
| Earnings per common share: | | | | | | |
| Basic | | $ | 19.61 | | | $ | 11.23 | | | $ | 6.55 | |
| Diluted | | $ | 19.29 | | | $ | 11.00 | | | $ | 6.42 | |
| Weighted average number of shares: | | | | | | |
| Basic | | 37,610 | | | 37,718 | | | 38,100 | |
| Diluted | | 38,233 | | | 38,484 | | | 38,891 | |
See accompanying notes to consolidated financial statements
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | Years Ended December 31, 2021, 2020 and 2019 |
| | (In thousands) |
| | Number of
Shares | | Common
Stock | | Additional
Paid-In
Capital | | Retained
Earnings | | | | Total |
| Balance at January 1, 2019 | 38,073 | | | $ | 381 | | | $ | 501,781 | | | $ | 1,218,593 | | | | | $ | 1,720,755 | |
| Net earnings | — | | | — | | | — | | | 249,663 | | | | | 249,663 | |
| Issuance of stock | 435 | | | 4 | | | (4) | | | — | | | | | — | |
| Equity award compensation expense | — | | | — | | | 19,607 | | | — | | | | | 19,607 | |
| Share repurchases | (309) | | | (3) | | | (16,032) | | | — | | | | | (16,035) | |
| Balance at December 31, 2019 | 38,199 | | | 382 | | | 505,352 | | | 1,468,256 | | | | | 1,973,990 | |
| Net earnings | — | | | — | | | — | | | 423,475 | | | | | 423,475 | |
| Issuance of stock | 413 | | | 4 | | | (4) | | | — | | | | | — | |
| Equity award compensation expense | — | | | — | | | 19,995 | | | — | | | | | 19,995 | |
| Share repurchases | (1,100) | | | (11) | | | (69,581) | | | — | | | | | (69,592) | |
| | | | | | | | | | | |
| Balance at December 31, 2020 | 37,512 | | | 375 | | | 455,762 | | | 1,891,731 | | | | | 2,347,868 | |
| Net earnings | — | | | — | | | — | | | 737,444 | | | | | 737,444 | |
| Issuance of stock | 468 | | | 4 | | | (4) | | | — | | | | | — | |
| Equity award compensation expense | — | | | — | | | 20,069 | | | — | | | | | 20,069 | |
| Share repurchases | (639) | | | (6) | | | (60,986) | | | — | | | | | (60,992) | |
| Balance at December 31, 2021 | 37,341 | | | $ | 373 | | | $ | 414,841 | | | $ | 2,629,175 | | | | | $ | 3,044,389 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, 2018, 2017 and 2016 |
| | (In thousands) |
| | Number of Shares | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Total |
| Balance at January 1, 2016 | 39,669 |
| | $ | 397 |
| | $ | 559,492 |
| | $ | 699,048 |
| | $ | 1,258,937 |
|
| Net earnings | — |
| | — |
| | — |
| | 149,541 |
| | 149,541 |
|
| Issuance of stock | 362 |
| | 3 |
| | 229 |
| | — |
| | 232 |
|
| Excess income tax benefit from stock-based awards | — |
| | — |
| | (956 | ) | | — |
| | (956 | ) |
| Equity award compensation expense | — |
| | — |
| | 13,741 |
| | — |
| | 13,741 |
|
| Balance at December 31, 2016 | 40,031 |
| | 400 |
| | 572,506 |
| | 848,589 |
| | 1,421,495 |
|
| Net earnings | — |
| | — |
| | — |
| | 143,255 |
| | 143,255 |
|
| Issuance of stock | 300 |
| | 3 |
| | (3 | ) | | — |
| | — |
|
| Equity award compensation expense | — |
| | — |
| | 12,075 |
| | — |
| | 12,075 |
|
| Balance at December 31, 2017 | 40,331 |
| | 403 |
| | 584,578 |
| | 991,844 |
| | 1,576,825 |
|
| Adoption of ASU 2014-09 (1) | — |
| | — |
| | — |
| | (583 | ) | | (583 | ) |
| Net earnings | — |
| | — |
| | — |
| | 227,332 |
| | 227,332 |
|
| Issuance of stock | 326 |
| | 4 |
| | (4 | ) | | — |
| | — |
|
| Equity award compensation expense | — |
| | — |
| | 17,181 |
| | — |
| | 17,181 |
|
| Share repurchases | (2,584 | ) | | (26 | ) | | (99,974 | ) | | — |
| | (100,000 | ) |
| Balance at December 31, 2018 | 38,073 |
| | $ | 381 |
| | $ | 501,781 |
| | $ | 1,218,593 |
| | $ | 1,720,755 |
|
|
| |
(1) | Refer to Note 1 for additional information related to the adoption of ASU 2014-09. |
See accompanying notes to consolidated financial statements
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2018 | | 2017 | | 2016 |
| | | (In thousands) |
| Cash flows from operating activities: | | | | | | |
| Net earnings | | $ | 227,332 |
| | $ | 143,255 |
| | $ | 149,541 |
|
| Adjustments to reconcile net earnings to net cash provided by/(used in) operating activities: | | | | | | |
| Depreciation and amortization | | 26,966 |
| | 16,704 |
| | 15,978 |
|
| Stock-based compensation | | 17,170 |
| | 12,056 |
| | 13,741 |
|
| Excess income tax benefit from stock-based awards | | — |
| | — |
| | 956 |
|
| Equity in earnings from unconsolidated entities | | (16,333 | ) | | (15,959 | ) | | (19,042 | ) |
| Deferred tax asset revaluation | | (2,741 | ) | | 19,687 |
| | — |
|
| Distributions of earnings from unconsolidated entities | | 16,142 |
| | 15,337 |
| | 16,959 |
|
| Other | | 15,847 |
| | 5,849 |
| | 9,539 |
|
| Changes in assets and liabilities: | | | | | | |
| Increase in real estate | | (19,426 | ) | | (301,477 | ) | | (311,426 | ) |
| Decrease in deposits on real estate under option or contract | | 12,444 |
| | 21,355 |
| | 2,337 |
|
| Decrease/(increase) in receivables, prepaids and other assets | | 3,042 |
| | (17,775 | ) | | (17,513 | ) |
| (Decrease)/increase in accounts payable and accrued liabilities | | (12,820 | ) | | 8,125 |
| | 43,377 |
|
| (Decrease)/increase in home sale deposits | | (5,423 | ) | | 5,711 |
| | (7,849 | ) |
| Net cash provided by/(used in) operating activities | | 262,200 |
| | (87,132 | ) | | (103,402 | ) |
| Cash flows from investing activities: | | | | | | |
| Investments in unconsolidated entities | | (808 | ) | | (670 | ) | | (7,244 | ) |
| Distributions of capital from unconsolidated entities | | 597 |
| | 1,338 |
| | 3,600 |
|
| Purchases of property and equipment | | (33,415 | ) | | (18,096 | ) | | (16,662 | ) |
| Proceeds from sales of property and equipment | | 99 |
| | 356 |
| | 200 |
|
| Maturities/sales of investments and securities | | 1,181 |
| | 1,402 |
| | 746 |
|
| Payments to purchase investments and securities | | (1,181 | ) | | (1,402 | ) | | (746 | ) |
| Net cash used in investing activities | | (33,527 | ) | | (17,072 | ) | | (20,106 | ) |
| Cash flows from financing activities: | | | | | | |
| (Repayment of)/proceeds from Credit Facility, net | | — |
| | (15,000 | ) | | 15,000 |
|
| Repayment of loans payable and other borrowings | | (15,755 | ) | | (10,970 | ) | | (21,274 | ) |
| Repayment of senior notes and senior convertible notes | | (175,000 | ) | | (126,691 | ) | | — |
|
| Proceeds from issuance of senior notes | | 206,000 |
| | 300,000 |
| | — |
|
| Payment of debt issuance costs | | (3,198 | ) | | (4,091 | ) | | — |
|
| Excess income tax provision from stock-based awards | | — |
| | — |
| | (956 | ) |
| Proceeds from stock option exercises | | — |
| | — |
| | 232 |
|
| Repurchase of shares | | (100,000 | ) | | — |
| | — |
|
| Net cash (used in)/provided by financing activities | | (87,953 | ) | | 143,248 |
| | (6,998 | ) |
| Net increase/(decrease) in cash and cash equivalents | | 140,720 |
| | 39,044 |
| | (130,506 | ) |
| Cash and cash equivalents, beginning of year | | 170,746 |
| | 131,702 |
| | 262,208 |
|
| Cash and cash equivalents, end of year | | $ | 311,466 |
| | $ | 170,746 |
| | $ | 131,702 |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| | | (In thousands) |
| Cash flows from operating activities: | | | | | | |
| Net earnings | | $ | 737,444 | | | $ | 423,475 | | | $ | 249,663 | |
| Adjustments to reconcile net earnings to net cash (used in)/provided by operating activities: | | | | | | |
| Depreciation and amortization | | 26,245 | | | 31,052 | | | 27,923 | |
| | | | | | |
| Stock-based compensation | | 20,069 | | | 19,995 | | | 19,607 | |
| Loss on early extinguishment of debt | | 18,188 | | | — | | | 5,635 | |
| Equity in earnings from unconsolidated entities | | (4,657) | | | (4,496) | | | (11,945) | |
| | | | | | |
| Distributions of earnings from unconsolidated entities | | 4,951 | | | 3,594 | | | 13,438 | |
| Other | | (2,911) | | | 14,406 | | | 9,273 | |
| Changes in assets and liabilities: | | | | | | |
| (Increase)/decrease in real estate | | (948,055) | | | (40,089) | | | 3,621 | |
| (Increase)/decrease in deposits on real estate under option or contract | | (31,946) | | | (9,477) | | | 453 | |
| (Increase)/decrease in receivables, prepaids and other assets | | (65,114) | | | 2,130 | | | (9,112) | |
| Increase in accounts payable and accrued liabilities | | 76,158 | | | 88,942 | | | 42,654 | |
| Increase/(decrease) in home sale deposits | | 17,536 | | | 828 | | | (4,390) | |
| Net cash (used in)/provided by operating activities | | (152,092) | | | 530,360 | | | 346,820 | |
| Cash flows from investing activities: | | | | | | |
| Investments in unconsolidated entities | | (1,708) | | | (5) | | | (1,113) | |
| Distributions of capital from unconsolidated entities | | — | | | 1,000 | | | 11,550 | |
| Purchases of property and equipment | | (25,664) | | | (19,932) | | | (24,385) | |
| Proceeds from sales of property and equipment | | 551 | | | 703 | | | 459 | |
| Maturities/sales of investments and securities | | 2,795 | | | 2,489 | | | 754 | |
| Payments to purchase investments and securities | | (2,795) | | | (2,489) | | | (754) | |
| | | | | | |
| | | | | | |
| Net cash used in investing activities | | (26,821) | | | (18,234) | | | (13,489) | |
| Cash flows from financing activities: | | | | | | |
| Repayment of loans payable and other borrowings | | (13,589) | | | (16,379) | | | (3,676) | |
| Repayment of senior notes | | (317,690) | | | — | | | (305,620) | |
| Proceeds from issuance of senior notes | | 450,000 | | | — | | | — | |
| Payment of debt issuance costs | | (6,102) | | | — | | | — | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Repurchase of shares | | (60,992) | | | (69,592) | | | (16,035) | |
| Net cash provided by/(used in) financing activities | | 51,627 | | | (85,971) | | | (325,331) | |
| Net (decrease)/increase in cash and cash equivalents | | (127,286) | | | 426,155 | | | 8,000 | |
| Cash and cash equivalents, beginning of year | | 745,621 | | | 319,466 | | | 311,466 | |
| Cash and cash equivalents, end of year | | $ | 618,335 | | | $ | 745,621 | | | $ | 319,466 | |
See Supplemental Disclosure of Cash Flow Information in Note 12.13.
See accompanying notes to consolidated financial statements
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172021, 2020 and 20162019
NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization. Meritage Homes Corporation ("Meritage Homes") is a leading designer and builder of single-family homes. We primarily build in historically high-growth regions of the United States and offer a variety of homes that are designed with a focus on first-timeentry-level and first move-up buyers.homes. We have homebuilding operations in three3 regions: West, Central and East, which are comprised of nine9 states: Arizona, California, Colorado, Texas, Florida, Georgia, North Carolina, South Carolina and Tennessee. These 3 regions are our principal homebuilding reporting segments. We also operate a wholly-ownedfinancial services reporting segment. In this segment, we offer title company,and escrow, mortgage, and insurance services. Carefree Title Agency, Inc. ("Carefree Title"). Carefree Title's core business includes, our wholly-owned title company, provides title insurance and closing/settlement services we offer to our homebuyers. ThroughManaging our successors, weown title operations allows us greater control over the entire escrow and closing cycles in addition to generating additional revenue. Meritage Homes Insurance Agency (“Meritage Insurance”), our wholly-owned insurance broker, works in collaboration with insurance companies nationwide to offer homeowners insurance and other insurance products to our homebuyers. Our financial services operations also provides mortgage services to our homebuyers through an unconsolidated joint venture.
We commenced our homebuilding operations in 1985.1985 through our predecessor company known as Monterey Homes. Meritage Homes Corporation was incorporated in 1988 in the state of Maryland.
OurMaryland in 1988 under the name of Homeplex Mortgage Investments Corporation and merged with Monterey Homes in 1996, at which time our name was changed to Monterey Homes Corporation and later ultimately to Meritage Homes Corporation. Since that time, we have engaged in homebuilding and marketingrelated activities. Meritage Homes Corporation operates as a holding company and has no independent assets or operations. Its homebuilding construction, development and sales activities are conducted through its subsidiaries. Our homebuilding activities are conducted under the name of Meritage Homes in each of our homebuilding markets. In limited cases, we also offer luxury homes in some markets under the name of Monterey Homes. At December 31, 2018,2021, we were actively selling homes in 272259 communities, with base prices ranging from approximately $182,000$214,000 to $1,286,000.$962,000.
Basis of Presentation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Meritage Homes Corporation and those of our consolidated subsidiaries, partnerships and other entities in which we have a controlling financial interest, and of variable interest entities (see Note 3) in which we are deemed the primary beneficiary (collectively, “us”, “we”, “our” and the “Company”). Intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents. Liquid investments with an initial maturity of three months or less are classified as cash equivalents. Amounts in transit from title companies or closing agents for home closings of approximately $76.1$95.4 million and $107.1$61.3 million are included in cash and cash equivalents at December 31, 20182021 and 2017,2020, respectively.
Real Estate. Real estate inventory is stated at cost unless the assetcommunity or land is determined to be impaired, at which point the inventory is written down to fair value as required by Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment (“("ASC 360-10”360-10"). Inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, capitalizedand direct overhead costs incurred during development and home construction that benefit the entire community, less impairments, if any. Land and development costs are typically allocated and transferred to homes under construction when home construction begins. Home construction costs are accumulated on a per-home basis, while selling and marketing costs are expensed as incurred. Cost of home closings includes the specific construction costs of the home and all related allocated land acquisition, land development and other common costs (both incurred and estimated to be incurred) that are allocated based upon the total number of homes expected to be closed in each community or phase. Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in thethat community or phase. When a home closes, we may have incurred costs for goods and services that have not yet been paid. An accruedWe accrue a liability to capture such obligations is recorded in connection with the home closing andwhich is charged directly to cost of sales.
We capitalize qualifying interest to inventory during the development and construction periods. Capitalized interest is included in cost of closings when the related inventory is closed. Included within our real estate inventory is land held for development and land held for sale. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for these inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.
We rely on certain estimates to determine our construction and land development costs. Construction and land costs are comprised of direct and allocated costs, including estimated future costs. In determining these costs, we compile project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. Actual results can differ from budgeted amounts for various reasons, including construction delays, labor or material shortages, slower absorptions, increases in costs that have not yet been committed, changes in governmental requirements, or other unanticipated issues encountered during construction and development and other factors beyond our control. To address uncertainty in these budgets, we assess, update and revise project budgets on a regular basis, utilizing the most current information available to estimate home construction and land development costs.
Typically, a community's life cycle ranges from three to five years, commencing with the acquisition of the land, continuing through the land development phase, if applicable, and concluding with the sale, construction and closing of the homes. Actual community lives will vary based on the size of the community, the salesorders absorption raterates and whether the land purchased was raw, partially-developed or in finished status. Master-planned communities encompassing several phases and super-block land parcels may have significantly longer lives and projects involving smaller finished lot purchases may be significantly shorter.
All of our land inventory and related real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP. Impairment charges are recorded to write down an asset to its estimated fair value ifIf the undiscounted cash flows expected to be generated by thean asset are lower than its carrying amount.amount, impairment charges are recorded to write down the asset to its estimated fair value. Our determination of fair value is based on projections and estimates. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. OurWe conduct an analysis is conducted if indicationindicators of a decline in value of our land and real estate assets exist.exists. If an asset is deemed to be impaired, the impairment recognized is measured as the amount by which the asset'sassets' carrying amount exceeds itstheir fair value. The impairment of a community is allocated to each lot on a straight-line basis. See Note 2 for additional information related to real estate and impairments.
Deposits. Deposits paid related to land option and purchase contracts are recorded and classified as Deposits on real estate under option or contract until the related land is purchased. Deposits are reclassified as a component of real estate inventory at the time the deposit is used to offset the acquisition price of the lotsland based on the terms of the underlying agreements. To the extent they are non-refundable, deposits are charged to expense if the land acquisition is terminated or no longer considered probable. Since our acquisition contracts typically do not require specific performance, we do not consider such contracts to be contractual obligations to purchase the land and our total exposure under such contracts is limited to the loss of any non-refundablenonrefundable deposits and any ancillary capitalized costs. Our depositsDeposits on real estate under option or contract were $51.4$90.7 million and $59.9$59.5 million as of December 31, 20182021 and December 31, 2017,2020, respectively.
Goodwill. In accordance with ASC 350, Intangibles, Goodwill and Other ("ASC 350"), we analyze goodwill on an annual basis (or whenever indicatorsindication of impairment exist)exists) through a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test. ASC 350 states that an entity may assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. Such qualitative factors include: (1) macroeconomic conditions, such as a deterioration in general economic conditions, (2) industry and market considerations such as deterioration in the environment in which the entity operates, (3) cost factors such as increases in raw materials, labor costs, etc., and (4) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings. If the qualitative analysis determines that additional impairment testing is required, thea two-step impairment testingtest in accordance with ASC 350 would be initiated. We continually evaluate our qualitative inputs to assess whether events and circumstances have occurred that indicate the goodwill balance may not be recoverable. See Note 910 for additional information related to goodwill.on our goodwill assets.
Property and Equipment, net. Property and equipment, net consists of computer and office equipment, model home furnishings and capitalized sales office costs. Depreciation is generally calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Depreciation expense was $16.3$15.3 million, $15.9$18.9 million, and $14.3$17.3 million for the years ended December 31, 2018, 20172021, 2020 and 2016,2019, respectively. Maintenance and repair costs are expensed as incurred. At December 31, 20182021 and 2017,2020, property and equipment, net consisted of the following (in thousands): | | | | | | | | | | | | | | |
| | | At December 31, |
| | | 2021 | | 2020 |
| Computer and office equipment | | $ | 62,806 | | | $ | 59,407 | |
| Model home furnishings and capitalized sales office costs | | 61,112 | | | 76,398 | |
| Gross property and equipment | | 123,918 | | | 135,805 | |
| Accumulated depreciation | | (86,578) | | | (96,872) | |
| Total | | $ | 37,340 | | | $ | 38,933 | |
|
| | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| Computer and office equipment | | $ | 50,197 |
| | $ | 40,731 |
|
| Model home furnishings and capitalized sales office costs | | 87,768 |
| | 50,063 |
|
| Gross property and equipment | | 137,965 |
| | 90,794 |
|
| Accumulated depreciation | | (83,369 | ) | | (57,163 | ) |
| Total (1) | | $ | 54,596 |
| | $ | 33,631 |
|
| |
(1) | Net capitalized sales office costs of $15.8 million were prospectively reclassified as of January 1, 2018 from Real estate to Property and equipment, net in accordance with ASU 2014-09, Revenue from Contracts with Customers.
|
Deferred Costs. At December 31, 20182021 and 2017,2020, deferred costs representing debt issuance costs related to our Credit Facility totaledof approximately $3.6$3.6 million and $3.0$4.7 million, net of accumulated amortization, of approximately $7.6 million and $6.5 million respectively, and are included on our consolidated balance sheets within Prepaids, other assets and goodwill. The costs are primarily amortized to interest expense using the straight line method which approximates the effective interest method. See Note 67 for additional information related to net debt issuance costs associated with our senior notes.
Investments in Unconsolidated Entities. We use the equity method of accounting for investments in unconsolidated entities over which we exercise significant influence but do not have a controlling interest. Under the equity method, our share of the unconsolidated entities’ earnings or loss is included in Earnings from other unconsolidated entities,Other income net, or Earnings from financial services unconsolidated entities and other, net, in our income statements. We use the cost method of accounting for investments in unconsolidated entities over which we do not have significant influence, if any. We track cumulative earnings and distributions from each of our ventures. For cash flow classification, to the extent distributions do not exceed cumulative
earnings, we designate such distributions as return on capital. Distributions in excess of cumulative earnings are treated as return of capital. We evaluate our investments in unconsolidated entities for impairment when events that trigger an evaluation of recoverability present themselves. See Note 45 for additional information related to investments in unconsolidated entities.
Accrued Liabilities. Accrued liabilities at December 31, 20182021 and 20172020 consisted of the following (in thousands): | | | | | | | | | | | | | | |
| | | At December 31, |
| | | 2021 | | 2020 |
| Accruals related to real estate development and construction activities | | $ | 115,214 | | | $ | 92,701 | |
| Payroll and other benefits | | 102,773 | | | 88,337 | |
| Accrued interest | | 5,556 | | | 8,457 | |
| Accrued taxes | | 37,297 | | | 34,373 | |
| Warranty reserves | | 26,264 | | | 23,743 | |
| | | | |
Lease liabilities (1) | | 26,171 | | | 28,254 | |
| Other accruals | | 24,002 | | | 20,256 | |
| Total | | $ | 337,277 | | | $ | 296,121 | |
(1)Refer to Note 4 for additional information related to our leases. |
| | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| Accruals related to real estate development and construction activities | | $ | 54,589 |
| | $ | 53,522 |
|
| Payroll and other benefits | | 60,209 |
| | 58,186 |
|
| Accrued interest | | 13,296 |
| | 15,369 |
|
| Accrued taxes | | 7,548 |
| | 14,067 |
|
| Warranty reserves | | 24,552 |
| | 23,328 |
|
| Other accruals | | 17,668 |
| | 16,604 |
|
| Total | | $ | 177,862 |
| | $ | 181,076 |
|
Revenue Recognition. In accordance with ASU 2014-09 ASC 606, Revenue from Contracts with Customers (Topic 606), we apply the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) we satisfy the performance obligation. The performance obligation and subsequent revenue recognition for our three sources of revenue are outlined below:
•Revenue from closings of residential real estate is recognized when closings have occurred, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.
•Revenue from land sales is recognized when a significant down payment is received, title passes and collectability of the receivable is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.
•Revenue from financial services is recognized when closings have occurred and all financial services have been rendered, which is generally upon the close of escrow.
Home sale contract assets consist of cash from home closings that are in transit from title companies, which are considered cash in transit and are classified as cash on our accompanying consolidated balance sheet.sheets. See "Cash and Cash Equivalents" in this Note 1 for further information. Contract liabilities include home sale deposit liabilities related to sold but unclosed homes, and are classified as Home sale deposits in our accompanying consolidated balance sheet.sheets. Substantially all of our home sales are scheduled to close and be recorded as revenue within one year from the date of receiving a customer deposit. Revenue expected to be recognized in any future year related to remaining performance obligations (if any) and contract liabilities expected to be recognized as revenue, excluding revenue pertaining to contracts that have an original expected duration of one year or less, is not material. Revenue from financial services includes estimated future insurance policy renewal commissions as our performance obligations are satisfied upon issuance of the initial policy with a third-party broker. The related contract assets for these estimated future renewal commissions are not material at December 31, 2021 and 2020. Our three sources of revenue are disaggregated by type in the accompanying consolidated income statements.
Cost of Home Closings. Cost of home closings includes direct home construction costs, closing costs, land acquisition and development costs, development period interest and common costs, and impairments, if any. Direct construction costs are accumulated during the period of construction and charged to cost of closings under specific identification methods, as are closing costs. Land development, acquisition and common costs are allocated to each lot based on the number of lots remaining to close. Estimates of costs incurred or to be incurred but not paid are accrued and expensed at the time of closing. Land development, acquisition and common costs are allocated to each lot based on the number of lots remaining to close.
Income Taxes. We account for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of both temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.
We record deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available objectively verifiable positive and negative evidence, including scheduled reversals of
deferred tax liabilities, whether we are in a cumulative loss position, projected future taxable income, tax planning strategies and recent financial operations. If we determine that we will not be able to realize our deferred tax assets in the future, we will record a valuation allowance, which increases the provision for income taxes.
We recognize interest and penalties related to unrecognized tax benefits within the Provision for income taxes line in the accompanying consolidated income statement.statements. Accrued interest and penalties are included within the Accrued liabilities line in the accompanying consolidated balance sheets. See Note 1112 for additional information related to income taxes.
Advertising Costs. We expense advertising costs as they are incurred. Advertising expense was approximately $15.4$8.2 million,, $15.8 $10.5 million and $15.0$14.6 million in fiscal 2018, 20172021, 2020 and 2016,2019, respectively.
Earnings Per Share. We compute basic earnings per share by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to the potential dilution that could occur if securities or contracts to issue common stock that are dilutive were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. In periods of net losses, no dilution is computed. See Note 89 for additional information related to earnings per share.
Stock-Based Compensation. We account for stock-based compensation in accordance with ASC 718-10, Compensation—Stock Compensation ("ASC 718"). This guidance requires us to estimate forfeitures in calculating the expense related to stock-based compensation. Awards with either a graded or cliff vesting are expensed on a straight-line basis over the life of the award. See Note 1011 for additional information on stock-based compensation.
401(k) Retirement Plan. We have a 401(k) plan for all full-time Meritage employees. We match portions of employees’ voluntary contributions, and contributed to the plan approximately $3.7$5.3 million,, $2.9 $4.7 million and $2.7$4.1 million for the years ended 2018, 20172021, 2020 and 2016,2019, respectively.
Off-Balance Sheet Arrangements - Joint Ventures. We may participate in land development joint ventures as a means of accessing larger parcels of land and lot positions, expanding our market opportunities, managing our risk profile and leveraging our capital base.base, although our participation in such ventures is currently very limited. See Note 45 for additional discussion of our investments in unconsolidated entities.
Off-Balance Sheet Arrangements - Other. In the normal course of business, we may acquire lots from various development entities pursuant to purchase and option agreements. The purchase price generally approximates the market price at the date the contract is executed (with possible future escalators) and may have staggered purchase schedules. See Note 3 for additional information on off-balance sheet arrangements.
Surety Bonds and Letters of Credit. We provide surety bonds and letters of credit in support of our obligations relating to the development of our projects and other corporate purposes. Surety bonds are generally postedpurposes, in lieu of letters of credit or cash deposits. The amount of these obligations outstanding at any time varies depending on the stage and level of our development activities. Bonds are generally not wholly released until all development activities under the bond are complete. In the event a bond or letter of credit is drawn upon, we would be obligated to reimburse the issuer for any amounts advanced under the bond or letter of credit. We believe it is unlikely that any significant amounts of these bonds or letters of credit will be drawn upon. The table below outlines our surety bond and letter of credit obligations (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At December 31, |
| | | 2021 | | 2020 |
| | | Outstanding | | Estimated work
remaining to
complete (unaudited) | | Outstanding | | Estimated work
remaining to
complete (unaudited) |
| Sureties: | | | | | | | | |
| | | | | | | | |
| Sureties related to owned projects and lots under contract | | 620,297 | | | 352,152 | | | 478,788 | | | 216,708 | |
| Total Sureties | | $ | 620,297 | | | $ | 352,152 | | | $ | 478,788 | | | $ | 216,708 | |
| Letters of Credit (“LOCs”): | | | | | | | | |
| | | | | | | | |
| LOCs for land development | | 57,396 | | | N/A | | 93,661 | | | N/A |
| LOCs for general corporate operations | | 5,000 | | | N/A | | 3,750 | | | N/A |
| Total LOCs | | $ | 62,396 | | | N/A | | $ | 97,411 | | | N/A |
|
| | | | | | | | | | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| | | Outstanding | | Estimated work remaining to complete (unaudited) | | Outstanding | | Estimated work remaining to complete (unaudited) |
| Sureties: | | | | | | | | |
| Sureties related to owned projects and lots under contract | | 339,221 |
| | 133,662 |
| | 296,387 |
| | 120,320 |
|
| Total Sureties | | $ | 339,221 |
| | $ | 133,662 |
| | $ | 296,387 |
| | $ | 120,320 |
|
| Letters of Credit (“LOCs”): | | | | | | | | |
| LOCs for land development | | 70,287 |
| | N/A |
| | 70,922 |
| | N/A |
|
| LOCs for general corporate operations | | 3,750 |
| | N/A |
| | 3,750 |
| | N/A |
|
| Total LOCs | | $ | 74,037 |
| | N/A |
| | $ | 74,672 |
| | N/A |
|
Warranty Reserves. We provide home purchasers with limited warranties against certain building defects and have certain obligations related to those post-construction warranties for closed homes. The specific terms and conditions of these limited
warranties vary by state, but overall the nature of the warranties include a complete workmanship and materials warranty typically duringfor the first one toyear after the close of the home, a major mechanical warranty for two years after the close of the home and a structural warranty that typically extends up to 10 years subsequent toafter the close of the home. With the assistance of an actuary, we have estimated these reserves for the structural warranty based on the number of homes still under warranty and historical data and trends for our communities. We alsomay use industry data with respect to similar product types and geographic areas in markets where our experience is incomplete to draw a meaningful conclusion. We regularly review our warranty reserves and adjust them, as necessary, to reflect changes in trends as information becomes available. Based on such reviews of warranty costs incurred, we did not adjust the warranty reserve balance in the twelve months ended December 31, 20182021 and decreased it by $1.6 million net in the twelve months ended December 31, 2017, which decreased our cost of sales.2020. Included in the warranty reserve balances at December 31, 20182021 and December 31, 20172020 reflected in the table below are case-specific reserves for two warranty matters, related to (1) alleged stucco defectsas discussed in Florida; and (2) a foundation design matter affecting a single community in Texas.Note 16.
A summary of changes in our warranty reserves follows (in thousands): | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 |
| Balance, beginning of year | | $ | 23,743 | | | $ | 22,015 | |
| Additions to reserve from new home deliveries | | 17,883 | | | 18,503 | |
| Warranty claims | | (15,362) | | | (16,775) | |
| Adjustments to pre-existing reserves | | — | | | — | |
| Balance, end of year | | $ | 26,264 | | | $ | 23,743 | |
|
| | | | | | | | |
| | | Years Ended December 31, |
| | | 2018 | | 2017 |
| Balance, beginning of year | | $ | 23,328 |
| | $ | 22,660 |
|
| Additions to reserve from new home deliveries | | 15,906 |
| | 17,161 |
|
| Warranty claims | | (14,682 | ) | | (14,854 | ) |
| Adjustments to pre-existing reserves | | — |
| | (1,639 | ) |
| Balance, end of year | | $ | 24,552 |
| | $ | 23,328 |
|
Warranty reserves are included in Accrued liabilities on the accompanying consolidated balance sheets, and additions and adjustments to the reserves are included in Cost of home closings within the accompanying consolidated income statements. These reserves are intended to cover costs associated with our contractual and statutory warranty obligations, which include, among other items, claims involving defective workmanship and materials. We believe that our total reserves, coupled with our contractual relationships and rights with our trades and the insurance we maintain, are sufficient to cover our general warranty obligations. However, as unanticipated changes in legal, weather, environmental or other conditions could have an impact on our actual warranty costs, future costs could differ significantly from our estimates.
Recent Accounting Pronouncements.
In August 2018,December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 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"), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for us beginning January 1, 2020. ASU 2018-15 is required to be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact adopting this guidance will have on our financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement2019-12, Income Taxes (Topic 820)740): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which modifies the disclosure requirements of fair value measurements. ASU 2018-13 is effective for us beginning January 1, 2020. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures.
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Accounting for Goodwill ImpairmentIncome Taxes ("ASU 2017-04"2019-12"), which simplifies the accounting for goodwill impairmentsincome taxes by eliminating the second stepcertain exceptions within ASC Topic 740, Income Taxes, and clarifying other areas of the goodwill impairment test. Under the new guidance, an impairment loss will reflect the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.existing guidance. ASU 2017-04 is2019-12 was effective for us beginningon January 1, 2020, with early2021, and the adoption permitted. We elected to early adopt ASU 2017-04 effective January 1, 2018 and it did not have a material impact on our financial statements.statements or financial statement disclosures.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, ("ASU 2016-15"). ASU 2016-15 adds and clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows, reducing the existing diversity in practice that has resulted from the lack of consistent principles on this topic. ASU 2016-15 was effective for us beginning January 1, 2018. A retrospective transition method was required on adoption and it did not have a material impact on our statement of cash flows.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. ASU 2016-02 will be effective for us beginning January 1, 2019. ASU 2016-02 requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11"), which provides entities with an additional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings while continuing to present all prior periods under the previous lease accounting guidance. Also in July 2018, the FASB issued Accounting Standards Update No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), which provides clarification about the proper implementation of several topics in ASU 2016-02. We have identified our population of leases and related systems and internal control considerations associated with the adoption of ASU 2018-11. Our consolidated balance sheets will be impacted by the recording of a right of use asset and associated lease liability for virtually all of our current operating leases, which are primarily comprised of office space leases. The liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be based on the liability, subject to adjustment, such as for initial direct costs. The right of use asset and lease liability are expected to have a gross up impact on our consolidated balance sheet of approximately $20 million, however, we do not expect a material impact on our consolidated income statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). ASU 2014-09 requires entities to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted ASU 2014-09 on January 1, 2018 using a modified retrospective method.
The adoption of ASU 2014-09 did not have an impact on the amount or timing of our homebuilding revenues, although forfeited customer deposits, typically an immaterial amount on an annual basis, that were previously included in Other income, net are reported as Home closing revenue in our consolidated income statements effective January 1, 2018. Additionally, as a result of the adoption of ASU 2014-09, there was an immaterial adjustment to our opening balance of Retained earnings with respect to the timing of expenses resulting from ceasing the capitalization of certain selling costs we incur as part of the selling process. The majority of these previously capitalized costs were allocated to either Real estate or Property and equipment, net on our opening 2018 consolidated balance sheet, with an immaterial amount recognized as a cumulative effect adjustment to the opening balance of Retained earnings. See "Property and Equipment, net" and "Revenue Recognition" in this Note 1 for further information.
As of and for the year ended December 31, 2018 the adoption of ASU 2014-09 did not have a material impact on our balance sheet, net earnings, stockholders' equity or our statement of cash flows. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
NOTE 2 — REAL ESTATE AND CAPITALIZED INTEREST
Real estate consists of the following (in thousands):
|
| | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| Homes under contract under construction (1) | | $ | 480,143 |
| | $ | 566,474 |
|
| Unsold homes, completed and under construction (1) | | 644,717 |
| | 516,577 |
|
| Model homes (1) | | 146,327 |
| | 142,026 |
|
| Finished home sites and home sites under development (2) | | 1,471,434 |
| | 1,506,303 |
|
| | | $ | 2,742,621 |
| | $ | 2,731,380 |
|
| | | | | | | | | | | | | | |
| | At December 31, |
| | 2021 | | 2020 |
| Homes under contract under construction (1) | | $ | 1,039,822 | | | $ | 873,365 | |
| Unsold homes, completed and under construction (1) | | 484,999 | | | 357,861 | |
| Model homes (1) | | 81,049 | | | 82,502 | |
| Finished home sites and home sites under development (2) (3) | | 2,128,538 | | | 1,464,311 | |
| | $ | 3,734,408 | | | $ | 2,778,039 | |
| |
(1) | Includes the allocated land and land development costs associated with each lot for these homes. |
| |
(2) | Includes raw land, land held for development and land held for sale. Land held for development primarily reflects land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we may have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred. |
(1)Includes the allocated land and land development costs associated with each lot for these homes.
(2)Includes raw land, land held for development and land held for sale, less impairments, if any. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.
(3)Includes land held for sale of $62.1 million and $72.7 million as of December 31, 2021 and 2020, respectively.
As previously noted, in accordance with ASC 360-10, each of our land inventory and related real estate assets is reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP. ASC 360-10 requires impairment charges to be recorded if the asset is not deemed recoverable and the fair value of such assets is less than their carrying amounts. Our determination of fair value is based on projections and estimates. We also evaluate alternative product offerings in communities where impairment indicators are present and other strategies for the land exist, such as selling or holding the land for sale. We recorded impairment charges of approximately $2.1 million, $24.9 million and $7.3 million for the years ended December 31, 2021, 2020, and 2019 respectively, primarily as a result of upcoming dispositions of certain assets that no longer fit our strategy of entry-level and first move-up communities.
Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred to applicable qualifying assets in connection with theour real estate development and construction of real estate.activities. Capitalized interest is allocated to active real estate when incurred and charged to cost of closings when the related property is delivered. A summary of our capitalized interest is as follows (in thousands):
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2018 | | 2017 | | 2016 |
| Capitalized interest, beginning of year | | $ | 78,564 |
| | $ | 68,196 |
| | $ | 61,202 |
|
| Interest incurred | | 85,278 |
| | 79,045 |
| | 70,348 |
|
| Interest expensed | | (785 | ) | | (3,853 | ) | | (5,172 | ) |
| Interest amortized to cost of home and land closings | | (74,603 | ) | | (64,824 | ) | | (58,182 | ) |
| Capitalized interest, end of year (1) | | $ | 88,454 |
| | $ | 78,564 |
| | $ | 68,196 |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2021 | | 2020 | | 2019 |
| Capitalized interest, beginning of year | | $ | 58,940 | | | $ | 82,014 | | | $ | 88,454 | |
| Interest incurred | | 62,836 | | | 66,289 | | | 83,856 | |
| Interest expensed | | (318) | | | (2,177) | | | (8,370) | |
| Interest amortized to cost of home and land closings | | (65,205) | | | (87,186) | | | (81,926) | |
| Capitalized interest, end of year (1) | | $ | 56,253 | | | $ | 58,940 | | | $ | 82,014 | |
| |
(1) | Approximately $454,000, $517,000 and $130,000 of the capitalized interest is related to our joint venture investments and is a component of “Investments in unconsolidated entities” in our consolidated balance sheet as of December 31, 2018, 2017 and 2016, respectively. |
(1)Approximately $208,000, $217,000 and $279,000 of the capitalized interest is related to our joint venture investments and is a component of Investments in unconsolidated entities in our consolidated balance sheets as of December 31, 2021, 2020 and 2019, respectively.
NOTE 3 — VARIABLE INTEREST ENTITIES AND CONSOLIDATED REAL ESTATE NOT OWNED
We enter into purchase and option agreements for land or lots as part of the normal course of business. These purchase and option agreements enable us to acquire properties at one or multiple future dates at pre-determined prices. We believe these acquisition structures allow us to better leverage our balance sheet and reduce our financial risk associated with land acquisitions and holdings and allow us to better leverage our balance sheet.acquisitions.
Based on the provisions of the relevant accounting guidance, we have concluded that when we enter into aan option or purchase agreement to acquire land or lots from an entity, a variable interest entity, or “VIE”, may be created. We evaluate all option and purchase agreements and amendments for land to determine whether they are a VIE. ASC 810, Consolidation, requires that for each VIE, we assess whether we are the primary beneficiary and, if we are, we consolidate the VIE in our financial statements and reflect such assets and liabilities as Real estate not owned.owned and Liabilities related to real estate not owned, respectively. The liabilities related to consolidated VIEs are generally excluded from our debt covenant calculations.
In order to determine if we are the primary beneficiary, we must first assess whether we have the ability to control the activities of the VIE that most significantly impact its economic performance. Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with Meritage; and the ability to change or amend the existing option contract with the VIE. If we are not determined to control such activities, we are not considered the primary beneficiary of the VIE. If we do have the ability to control such activities, we will continue our analysis by determining if we are also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if we will benefit from a potentially significant amount of the VIE’s expected gains.
In substantially all cases, creditors of the entities with which we have option agreements have no recourse against us and the maximum exposure to loss in our option agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs. Often, we are at risk for items over budget related to land development on property we have under option if we are the land developer. In these cases, we have typically contracted to complete development at a fixed cost on behalf of the land owner and any budget savings or shortfalls are borne by us. Some of our option deposits may be refundable to us if certain contractual conditions are not performed by the party selling the lots.
The table below presents a summary of our lots under option that are not recorded on the balance sheet at December 31, 20182021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
| | Projected Number
of Lots (unaudited) | | Purchase
Price
(unaudited) | | Option/
Earnest Money
Deposits–Cash | | |
| Purchase and option contracts recorded on balance sheet as Real estate not owned (1) | | 1 | | | $ | 8,011 | | | $ | 801 | | | |
| Option contracts — non-refundable deposits, committed (2) | | 11,983 | | 653,847 | | | 55,400 | | | |
| Purchase contracts — non-refundable deposits, committed (2) | | 12,963 | | 330,696 | | | 25,888 | | | |
| Purchase and option contracts —refundable deposits, committed | | 1,548 | | 42,650 | | | 596 | | | |
| Total committed | | 26,495 | | 1,035,204 | | | 82,685 | | | |
| Purchase and option contracts — refundable deposits, uncommitted (3) | | 25,534 | | 775,276 | | | 8,795 | | | |
| Total lots under contract or option | | 52,029 | | $ | 1,810,480 | | | $ | 91,480 | | | |
| Total purchase and option contracts not recorded on balance sheet (4) | | 52,028 | | $ | 1,802,469 | | | $ | 90,679 | | | (5) |
(1)Real estate not owned represents a single parcel of land intended for multi-family housing that, once purchased, the Company intends to sell. |
| | | | | | | | | | | | | |
| | | Projected Number of Lots (unaudited) | | Purchase Price (unaudited) | | Option/ Earnest Money Deposits–Cash | | |
| Purchase and option contracts recorded on balance sheet as Real estate not owned | | — |
| | $ | — |
| | $ | — |
| | |
| Option contracts — non-refundable deposits, committed (1) | | 4,325 |
| | 293,274 |
| | 31,248 |
| | |
| Purchase contracts — non-refundable deposits, committed (1) | | 5,468 |
| | 206,986 |
| | 15,787 |
| | |
| Purchase and option contracts —refundable deposits, committed | | 751 |
| | 32,974 |
| | 401 |
| | |
| Total committed | | 10,544 |
| | 533,234 |
| | 47,436 |
| | |
| Purchase and option contracts — refundable deposits, uncommitted (2) | | 11,243 |
| | 377,669 |
| | 3,974 |
| | |
| Total lots under contract or option | | 21,787 |
| | $ | 910,903 |
| | $ | 51,410 |
| | |
| Total purchase and option contracts | | 21,787 |
| | $ | 910,903 |
| | $ | 51,410 |
| | (3) |
(3)Deposits are refundable at our sole discretion. We have not completed our acquisition evaluation process and we have not internally committed to purchase these lots.
| |
(1) | Deposits are non-refundable except if certain contractual conditions are not performed by the selling party. |
| |
(2) | Deposits are refundable at our sole discretion. We have not completed our acquisition evaluation process and we have not internally committed to purchase these lots. |
| |
(3) | Amount is reflected in our consolidated balance sheet in the line item “Deposits on real estate under option or contract” as of December 31, 2018.(4)Except for our specific performance contracts recorded on our balance sheet as Real estate not owned (if any), none of our purchase or option contracts require us to purchase lots. (5)Amount is reflected in our consolidated balance sheets in the line item “Deposits on real estate under option or contract” as of December 31, 2021. |
Generally, our options to purchase lots remain effective so long as we purchase a pre-established minimum number of lots each month or quarter, as determined by the respective agreement. Although the pre-established number is typically structured to approximate our expected rate of home construction starts, during a weakened homebuilding market, we may purchase lots at an absorption level that exceeds our sales and home starts pace needed to meet the pre-established minimum number of lots or restructure our original contract to terms that more accurately reflect our revised salesorders pace expectations. During a strong homebuilding market, we may accelerate our pre-established minimum purchases if allowed by the contract.
NOTE 4 - LEASES
We lease certain office space and equipment for use in our operations. We assess each of these contracts to determine whether the arrangement contains a lease as defined by ASC 842, Leases ("ASC 842"). In order to meet the definition of a lease under ASC 842, the contractual arrangement must convey to us the right to control the use of an identifiable asset for a period of time in exchange for consideration. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Some of our leases contain renewal options and in accordance with ASC 842, our lease terms include those renewals only to the extent that they are reasonably certain to be exercised. The exercise of these lease renewal options is generally at our discretion. In accordance with ASC 842, the lease liability is equal to the present value of the remaining lease payments while the right of use ("ROU") asset is based on the lease liability, subject to adjustment, such as for lease incentives. Our leases do not provide a readily determinable implicit interest rate and therefore, we must estimate our incremental borrowing rate. In determining our incremental borrowing rate, we consider the lease period, market interest rates, current interest rates on our senior notes and the effects of collateralization.
Our lease population at December 31, 2021 is comprised of operating leases where we are the lessee and these leases are primarily real estate for office space for our corporate office, division offices and design centers, in addition to leases of certain equipment. As allowed by ASC 842, we adopted an accounting policy election to not record leases with lease terms of twelve months or less on the consolidated balance sheets.
Lease cost included in our consolidated income statements in General and administrative expenses and Commissions and other sales costs is in the table below (in thousands). Our short-term lease costs and sublease income are de minimis.
| | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 |
| Operating lease expense | | $ | 7,613 | | | $ | 7,657 | |
| Non-cash lease expense | | $ | 6,342 | | | $ | 6,037 | |
| Cash payments on lease liabilities | | $ | 9,065 | | | $ | 9,013 | |
| ROU assets obtained in exchange for new operating lease obligations | | $ | 5,756 | | | $ | 1,364 | |
ROU assets are classified within Prepaids, other assets and goodwill on our consolidated balance sheets, while lease liabilities are classified within Accrued liabilities on our consolidated balance sheets. The following table contains additional information about our leases (dollars in thousands): | | | | | | | | | | | |
| At December 31, |
| 2021 | | 2020 |
| ROU assets | $ | 21,038 | | $ | 21,624 |
| Lease liabilities | $ | 26,171 | | $ | 28,254 |
| Weighted-average remaining lease term | 4.1 years | | 4.0 years |
| Weighted-average discount rate (incremental borrowing rate) | 4.76 | % | | 4.54 | % |
Maturities of our operating lease liabilities as of December 31, 2021 are as follows (in thousands): | | | | | |
| Year ended December 31, | |
| 2021 | $ | 9,009 | |
| 2022 | 7,505 | |
| 2023 | 4,633 | |
| 2024 | 3,408 | |
| 2025 | 2,187 | |
| Thereafter | 2,114 | |
| Total payments | 28,856 | |
| Less: imputed interest | (2,685) | |
| Present value of lease liabilities | $ | 26,171 | |
NOTE 45 - INVESTMENTS IN UNCONSOLIDATED ENTITIES
We may enter into joint ventures as a means of accessing larger parcels of land, expanding our market opportunities, managing our risk profile, optimizing deal structure for the impacted parties and leveraging our capital base. While purchasing land through a joint venture can be beneficial, currently we do not view joint ventures as critical to the success of our homebuilding operations. Based on the structure of these joint ventures, they may or may not be consolidated into our results. Our joint venture partners generally are other homebuilders, land sellers or other real estate investors. We generally do not have a controlling interest in these ventures, which means our joint venture partners could cause the venture to take actions we disagree with, or fail to take actions we believe should be undertaken, including the sale of the underlying property to repay debt or recoup all or part of the partners' investments. Based on the structure of these joint ventures, they may or may not be consolidated into our results. As of December 31, 2018,2021, we had three2 active equity-method land ventures.
As of December 31, 2018, we also participated in oneventures and 1 mortgage joint venture, which is engaged in mortgage activities and primarily provides services to our homebuyers. Our investment in this mortgage joint venture as of December 31, 2018 and December 31, 2017 was $2.8 million and $2.2 million, respectively.
Summarized condensed combined financial information related to unconsolidated joint ventures that are accounted for using the equity method was as follows (in thousands): | | | | | | | | | | | |
| At December 31, |
| 2021 | | 2020 |
| Assets: | | | |
| Cash | $ | 7,983 | | | $ | 4,656 | |
| Real estate | 7,989 | | | 5,745 | |
| Other assets | 3,903 | | | 5,118 | |
| Total assets | $ | 19,875 | | | $ | 15,519 | |
| Liabilities and equity: | | | |
| Accounts payable and other liabilities | $ | 7,899 | | | $ | 5,588 | |
| | | |
| Equity of: | | | |
| Meritage (1) | 4,752 | | | 5,330 | |
| Other | 7,224 | | | 4,601 | |
| Total liabilities and equity | $ | 19,875 | | | $ | 15,519 | |
|
| | | | | | | |
| | At December 31, |
| | 2018 | | 2017 |
| Assets: | | | |
| Cash | $ | 9,595 |
| | $ | 8,942 |
|
| Real estate | 57,631 |
| | 55,552 |
|
| Other assets | 3,644 |
| | 4,323 |
|
| Total assets | $ | 70,870 |
| | $ | 68,817 |
|
| Liabilities and equity: | | | |
| Accounts payable and other liabilities | $ | 8,682 |
| | $ | 7,516 |
|
| Notes and mortgages payable | 26,808 |
| | 25,194 |
|
| Equity of: | | | |
| Meritage (1) | 14,472 |
| | 14,521 |
|
| Other | 20,908 |
| | 21,586 |
|
| Total liabilities and equity | $ | 70,870 |
| | $ | 68,817 |
|
| | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| Revenue | $ | 41,929 | | | $ | 39,823 | | | $ | 53,841 | |
| Costs and expenses | (34,693) | | | (31,918) | | | (31,375) | |
| Net earnings of unconsolidated entities | $ | 7,236 | | | $ | 7,905 | | | $ | 22,466 | |
| Meritage’s share of pre-tax earnings (1) (2) | $ | 4,667 | | | $ | 4,559 | | | $ | 11,945 | |
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| Revenue | $ | 43,672 |
| | $ | 45,475 |
| | $ | 72,486 |
|
| Costs and expenses | (17,294 | ) | | (19,203 | ) | | (34,080 | ) |
| Net earnings of unconsolidated entities | $ | 26,378 |
| | $ | 26,272 |
| | $ | 38,406 |
|
| Meritage’s share of pre-tax earnings (1) (2) | $ | 16,396 |
| | $ | 16,082 |
| | $ | 19,357 |
|
| |
(1) | Balance represents Meritage’s interest, as reflected in the financial records of the respective joint ventures. This balance may differ from the balance reflected in our consolidated financial statements due to the following reconciling items: (i) timing differences for revenue and distributions recognition, (ii) step-up basis and corresponding amortization, (iii) capitalization of interest on qualified assets, (iv) income deferrals as discussed in Note (2) below and (v) the cessation of allocation of losses from joint ventures in which we have previously written down our investment balance to zero and where we have no commitment to fund additional losses. As discussed in Note 2 to these consolidated financial statements, the balances above do not include $454,000, $517,000 and $130,000 of capitalized interest that is a component of our investment balances at December 31, 2018, 2017 and 2016, respectively. |
| |
(2) | (2)Our share of pre-tax earnings is recorded in Earnings from financial services unconsolidated entities and other, net or Earnings from other unconsolidated entities and other, net or Other income, net, as applicable, on our consolidated income statements and excludes joint venture profit related to lots we purchased from the joint ventures. Such profit is deferred until homes are delivered by us and title passes to a homebuyer. |
The joint venture assetsprofit related to lots we purchased from the joint ventures. Such profit is deferred until homes are delivered by us and liabilities noted in the table above represent the three active land ventures, one mortgage and various inactive ventures. title passes to a homebuyer.
Our total investment in all of these joint ventures is $17.5$5.8 million as of December 31, 2018.2021. We believe these ventures are in compliance with their respective debt agreements, if applicable, and such debt is non-recourse to us.
NOTE 56 — LOANS PAYABLE AND OTHER BORROWINGS
Loans payable and other borrowings consist of the following (in thousands): | | | | | | | | | | | | | | |
| | At December 31, |
| | 2021 | | 2020 |
| Other borrowings, real estate note payable (1) | | $ | 17,552 | | | $ | 23,094 | |
| $780.0 million unsecured revolving credit facility | | — | | | — | |
| Total | | $ | 17,552 | | | $ | 23,094 | |
(1)Reflects balance of non-recourse notes payable in connection with land purchases. |
| | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| Other borrowings, real estate note payable (1) | | $ | 14,773 |
| | $ | 17,354 |
|
| $780.0 million unsecured revolving credit facility with interest approximating LIBOR (approximately 2.52% at December 31, 2018) plus 1.75% or Prime (5.50% at December 31, 2018) plus 0.75% | | — |
| | — |
|
| Total | | $ | 14,773 |
| | $ | 17,354 |
|
| |
(1) | Reflects balance of non-recourse non-interest bearing notes payable in connection with land purchases as of December 31, 2018. |
The Company entered into an amended and restated unsecured revolving credit facility ("Credit Facility") in 2014 that has been amended from time to time. In June 2018,December 2021, the aggregate commitmentCredit Facility was increasedamended to $780.0 million andextend the maturity date extended to July 2022.December
22, 2026 and replace LIBOR as the benchmark interest rate with the Secured Overnight Financing Rate ("SOFR") as described below. The Credit Facility's aggregate commitment is $780.0 million with an accordion feature was refreshed permitting the size of the facility to increase to a maximum of $880.0 million, subject to certain conditions, including the availability of additional bank commitments. Borrowings under the Credit Facility bear interest at the Company's option, at either (1) term SOFR (based on 1, 3, or 6 month interest periods, as selected by the Company) plus a 10 basis point adjustment plus an applicable margin (ranging from 125 basis points to 175 basis points (the "applicable margin")) based on the Company's leverage ratio as determined in accordance with a pricing grid, (2) the higher of (i) the prime lending rate, (ii) an overnight bank rate plus 50 basis points and (3) term SOFR (based on a 1 month interest period) plus a 10 basis point adjustment plus 1%, in each case plus a margin ranging from 25 basis points to 75 basis points based on the Company's leverage in accordance with a pricing grid, or (iii) daily simple SOFR plus a 10 basis point adjustment plus the applicable margin. At December 31, 2021, the interest rate on outstanding borrowings under the Credit Facility would have been 1.40% per annum. We are unsecured but availability is subjectobligated to among other things,pay a borrowing base. fee on the undrawn portion of the Credit Facility at a rate equal to the applicable margin then in effect.
The Credit Facility also contains certain financial covenants, including (a) a minimum tangible net worth requirement of $1.1$1.9 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), and (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 60%. In addition, we are required to maintain either (i) an interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less than our consolidated interest incurred during the trailing 12 months. We were in compliance with all Credit Facility covenants as of December 31, 2018.2021.
We had no outstanding borrowings under the Credit Facility as of December 31, 20182021 and December 31, 2017.2020. During the twelve months ended December 31, 20182021, we had $285.0 million ofno gross borrowings andor repayments. During the twelve months ended December 31, 20172020 and 2019, we had $415.0$500.0 million and $90.0 million of gross borrowings and $430.0 million of repayments, respectively. Borrowings and repayments during the twelve months ended December 31, 2016 totaled $286.0 million and $271.0 million, respectively. As of December 31, 20182021 we had outstanding letters of credit issued under the Credit Facility totaling $74.0$62.4 million, leaving $706.0$717.6 million available under the Credit Facility to be drawn.
NOTE 67 — SENIOR NOTES, NET
Senior notes, net consist of the following (in thousands): | | | | | | | | | | | | | | |
| | At December 31, |
| | 2021 | | 2020 |
| | | | |
| 7.00% senior notes due 2022 | | $ | — | | | $ | 300,000 | |
| 6.00% senior notes due 2025. At December 31, 2021 and December 31, 2020 there was approximately $2,795 and $3,614 in net unamortized premium, respectively. (1) | | 402,795 | | | 403,614 | |
| 5.125% senior notes due 2027 | | 300,000 | | | 300,000 | |
| 3.875% senior notes due 2029 | | 450,000 | | | — | |
| Net debt issuance costs | | (10,309) | | | (6,623) | |
| Total | | $ | 1,142,486 | | | $ | 996,991 | |
|
| | | | | | | | |
| | | At December 31, |
| | | 2018 | | 2017 |
| 4.50% senior notes due 2018 | | $ | — |
| | $ | 175,000 |
|
| 7.15% senior notes due 2020. At December 31, 2018 and December 31, 2017 there was approximately $711 and $1,280 in net unamortized premium, respectively | | 300,711 |
| | 301,280 |
|
| 7.00% senior notes due 2022 | | 300,000 |
| | 300,000 |
|
| 6.00% senior notes due 2025. At December 31, 2018 there was approximately $5,318 in net unamortized premium. (1) | | 405,318 |
| | 200,000 |
|
| 5.125% senior notes due 2027 | | 300,000 |
| | 300,000 |
|
| Net debt issuance costs | | (10,745 | ) | | (9,830 | ) |
| Total | | $ | 1,295,284 |
| | $ | 1,266,450 |
|
| |
(1) | $200.0 million of the total $400.0 million of 6.00% Senior Notes due 2025 outstanding at December 31, 2018 was issued at par and had no unamortized premium. |
(1)$200.0 million of the total $400.0 million of 6.00% Senior Notes due 2025 outstanding at December 31, 2021 was issued at par and had no unamortized premium.
The indentures for all of our senior notes contain non-financial covenants including, among others, limitations on the amount of secured debt we may incur, and limitations on sale and leaseback transactions and mergers. We believe we arewere in compliance with all such covenants as of December 31, 2018.2021.
Obligations to pay principal and interest on the senior notes are guaranteed by substantially all of our wholly-owned subsidiaries (each a “Guarantor” and, collectively, the “Guarantor Subsidiaries”), each of which is directly or indirectly 100% owned by Meritage Homes Corporation. Such guarantees are full and unconditional, and joint and several. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the equity interests of any Guarantor then held by Meritage and its subsidiaries, then that Guarantor will be released and relieved of any obligations under its note guarantee. There are no significant restrictions on our ability or the ability of any Guarantor to obtain funds from their respective subsidiaries, as applicable, by dividend or loan. We do not provide separate financial statements of the Guarantor Subsidiaries because Meritage (the parent company) has no independent assets or operations and the guarantees are full and unconditional and joint and several. Subsidiaries of Meritage Homes Corporation that are nonguarantor subsidiaries, if any, are, individually and in the aggregate, minor.
During 2010, we completed an offering of $200.0 million aggregate principal amount of 7.15% senior notes due 2020. The notes were issued at 97.567% of par value to yield 7.50%2020 (the "2020 Notes"). In the fourth quarter ofDuring 2013, we completed a $100.0 million add-on offering to the existing 7.50% senior notes due 2020. The add-on was issued at 106.699%In the fourth quarter of par value to yield 5.875%.2019, we redeemed the 2020 Notes, incurring $5.6 million in charges reflected as Loss on early extinguishment of debt in the accompanying income statements.
In April 2012, we completed an offering of $300.0 million aggregate principal amount of 7.00% Senior Notes due 2022. Concurrent with this offering, we repurchased all $285.0 million outstanding of our 6.25% Senior Notes due 2015. We also repurchased the remaining aggregate principal amount of approximately $26.1 million of our 7.731% Senior Subordinated Notes due 2017.2022 (the "2022 Notes").
In June 2015, we completed an offering of $200.0 million aggregate principal amount of 6.00% Senior Notes due 2025 (the "2025 Notes"). The 2025 Notes were issued at par, and the proceeds were used for general corporate obligations and future land spend. In March 2018, the Company completed an offering of $200.0 million aggregate principal amount of additional 2025 Notes (the "Additional Notes"). The Additional Notes were issued as an add-on to the existing 2025 Notes that were issued in June 2015 which resulted in a combined $400.0 million aggregate principal amount of 6.00% Senior Notes due 2025 outstanding as of December 31, 2018.2021. The Additional Notes were issued at a premium of 103% of the principal amount and the net proceeds were used to repay outstanding borrowings under the Credit Facility, which included borrowings used for the redemption of the Company's $175.0 million of 4.50% Senior Notes that were due to mature on March 1, 2018.amount.
In June 2017, we completed an offering of $300.0 million aggregate principal amount of 5.125% Senior Notes due 2027 (the "2027 Notes"). The 2027 notes were issued at par. Using the proceeds from the 2027 Notes offering, we retired all $126.5 million of our convertible senior notes through a repurchase of $51.9 million in privately negotiated transactions and a redemption of the remaining $74.6 million through a combination of holder redemptions and an exercise of our call option at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest. As
In April 2021, we completed an offering of $450.0 million aggregate principal amount of 3.875% Senior Notes due 2029. We used a result, we incurred a lossportion of the net proceeds from this offering to redeem all $300.0 million aggregate principal outstanding of the 2022 Notes, incurring $18.2 million in early debt extinguishment during the year ended December 31, 2021, reflected as Loss on early extinguishment of debt of $0.3 included in Other income, net, in the accompanying unaudited consolidated income statement for the twelve months ended December 31, 2017.statements.
Scheduled principal maturities of our senior and notes as of December 31, 20182021 follow (in thousands): | | | | | |
| Year Ended December 31, | |
| 2022 | $ | — | |
| 2023 | — | |
| 2024 | — | |
| 2025 | 400,000 | |
| 2026 | — | |
| Thereafter | 750,000 | |
| Total | $ | 1,150,000 | |
If the only observable inputs are from inactive markets or for transactions which the companyCompany evaluates as “distressed”, the use of Level 1 inputs should be modified by the companyCompany to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs. Refer to Notes 1 and 2 for additional information regarding the valuation of our non-financial assets.
Due to the short-term nature of other financial assets and liabilities including our Loans payable and other borrowings, we consider the carrying amounts of our other short-term financial instruments to approximate fair value.
Basic and diluted earnings per common share were calculated as follows (in thousands, except per share amounts):
