UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~March 31,~~September 30, 2018



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

For the transition period from to

Commission File Number 1-9977

Meritage Homes Corporation

(Exact Name of Registrant as Specified in its Charter)



Maryland		86-0611231
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

8800 E. Raintree Drive, Suite 300, Scottsdale, Arizona		85260
(Address of Principal Executive Offices)		(Zip Code)

(480) 515-8100

(Registrant’s telephone number, including area code)

N/A

(Former Name, Former Address and Formal Fiscal Year, if Changed Since Last Report)

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

Indicate by a checkmark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Date File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ý No ¨

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



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

Indicate by a checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Common shares outstanding as of ~~April 26,~~October 25, 2018: ~~40,643,513~~39,966,166

MERITAGE HOMES CORPORATION

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH 31,~~SEPTEMBER 30, 2018

TABLE OF CONTENTS




PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Consolidated Balance Sheets as of ~~March 31,~~September 30, 2018 and December 31, 2017	3

Unaudited Consolidated Income Statements for the Three and Nine Months Ended ~~March 31,~~September 30, 2018 and 2017	4

Unaudited Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2018 and 2017	5

Notes to Unaudited Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3641

Item 4. Controls and Procedures	3641

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	3742

Item 1A. Risk Factors	3742

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3742

Items 3-5. Not Applicable

Item 6. Exhibits	3844

SIGNATURES	3945

INDEX OF EXHIBITS	3945

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MERITAGE HOMES CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)



	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Assets
Cash and cash equivalents	$	172,552	$	170,746	$	205,762	$	170,746
Other receivables	74,380		79,317		79,573		79,317
Real estate	2,802,798		2,731,380		2,887,293		2,731,380
Real estate not owned	38,864		38,864		36,562		38,864
Deposits on real estate under option or contract	52,539		59,945		49,893		59,945
Investments in unconsolidated entities	16,441		17,068		16,294		17,068
Property and equipment, net	49,761		33,631		53,371		33,631
Deferred tax asset	35,269		35,162		36,674		35,162
Prepaids, other assets and goodwill	84,560		85,145		82,837		85,145
Total assets	$	3,327,164	$	3,251,258	$	3,448,259	$	3,251,258
Liabilities
Accounts payable	$	140,557	$	140,516	$	156,772	$	140,516
Accrued liabilities	181,188		181,076		200,445		181,076
Home sale deposits	33,761		34,059		34,159		34,059
Liabilities related to real estate not owned	34,978		34,978		32,676		34,978
Loans payable and other borrowings	16,854		17,354		16,669		17,354
Senior notes, net	1,294,494		1,266,450		1,295,054		1,266,450
Total liabilities	1,701,832		1,674,433		1,735,775		1,674,433
Stockholders’ Equity
Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at March 31, 2018 and December 31, 2017	—		—
Common stock, par value $0.01. Authorized 125,000,000 shares; issued 40,632,316 and 40,330,741 shares at March 31, 2018 and December 31, 2017, respectively	406		403
Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at September 30, 2018 and December 31, 2017					—		—
Common stock, par value $0.01. Authorized 125,000,000 shares; 39,966,166 and 40,330,741 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively					400		403
Additional paid-in capital	589,791		584,578		568,976		584,578
Retained earnings	1,035,135		991,844		1,143,108		991,844
Total stockholders’ equity	1,625,332		1,576,825		1,712,484		1,576,825
Total liabilities and stockholders’ equity	$	3,327,164	$	3,251,258	$	3,448,259	$	3,251,258

See accompanying notes to unaudited consolidated financial statements

MERITAGE HOMES CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017
Homebuilding:
Home closing revenue	$	728,532		$	660,617		$	877,734		$	805,008		$	2,478,649		$	2,263,405
Land closing revenue	14,032			12,155			6,847			589			25,991			16,942
Total closing revenue	742,564			672,772			884,581			805,597			2,504,640			2,280,347
Cost of home closings	(604,202		)	(553,349		)	(719,142		)	(659,350		)	(2,036,212		)	(1,869,569		)
Cost of land closings	(15,242		)	(9,660		)	(6,922		)	(1,646		)	(27,963		)	(15,504		)
Total cost of closings	(619,444		)	(563,009		)	(726,064		)	(660,996		)	(2,064,175		)	(1,885,073		)
Home closing gross profit	124,330			107,268			158,592			145,658			442,437			393,836
Land closing gross (loss)/profit	(1,210		)	2,495			(75		)	(1,057		)	(1,972		)	1,438
Total closing gross profit	123,120			109,763			158,517			144,601			440,465			395,274
Financial Services:
Revenue	3,048			2,944			3,832			3,549			10,750			10,142
Expense	(1,484		)	(1,379		)	(1,659		)	(1,524		)	(4,836		)	(4,454		)
Earnings from financial services unconsolidated entities and other, net	2,656			2,725			4,148			3,489			10,278			9,673
Financial services profit	4,220			4,290			6,321			5,514			16,192			15,361
Commissions and other sales costs	(52,752		)	(48,320		)	(60,282		)	(55,845		)	(173,857		)	(158,866		)
General and administrative expenses	(30,893		)	(29,622		)	(35,906		)	(31,636		)	(101,004		)	(90,849		)
(Loss)/earnings from other unconsolidated entities, net	(46		)	373
Earnings/(loss) from other unconsolidated entities, net							894			(91		)	692			852
Interest expense	(136		)	(825		)	(53		)	(1,116		)	(233		)	(3,561		)
Other income, net	5,371			1,110			1,918			2,028			9,223			5,218
Earnings before income taxes	48,884			36,769			71,409			63,455			191,478			163,429
Provision for income taxes	(5,010		)	(13,197		)	(17,274		)	(20,905		)	(39,631		)	(55,727		)
Net earnings	$	43,874		$	23,572		$	54,135		$	42,550		$	151,847		$	107,702
Earnings per common share:
Basic	$	1.08		$	0.59		$	1.34		$	1.06		$	3.75		$	2.67
Diluted	$	1.07		$	0.56		$	1.33		$	1.02		$	3.69		$	2.55
Weighted average number of shares:
Basic	40,488			40,178			40,283			40,323			40,472			40,273
Diluted	41,140			42,808			40,855			42,011			41,100			42,585

See accompanying notes to unaudited consolidated financial statements

MERITAGE HOMES CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Three Months Ended March 31,						Nine Months Ended September 30,
	2018			2017			2018			2017
Cash flows from operating activities:
Net earnings	$	43,874		$	23,572		$	151,847		$	107,702
Adjustments to reconcile net earnings to net cash used in operating activities:
Adjustments to reconcile net earnings to net cash provided by/(used in) operating activities:
Depreciation and amortization	5,866			3,670			19,458			12,071
Stock-based compensation	5,209			3,295			13,737			9,898
Equity in earnings from unconsolidated entities	(2,610		)	(3,098		)	(11,160		)	(10,525		)
Distributions of earnings from unconsolidated entities	3,244			3,280			11,898			10,410
Other	2,301			(18		)	2,197			1,265
Changes in assets and liabilities:
Increase in real estate	(87,732		)	(89,222		)	(161,816		)	(336,069		)
Decrease in deposits on real estate under option or contract	7,406			5,532			10,080			13,633
Decrease/(increase) in other receivables, prepaids and other assets	5,426			(20,162		)	1,686			(15,207		)
Decrease in accounts payable and accrued liabilities	(15		)	(16,064		)
(Decrease)/increase in home sale deposits	(298		)	4,449
Net cash used in operating activities	(17,329		)	(84,766		)
Increase in accounts payable and accrued liabilities							35,625			21,298
Increase in home sale deposits							100			11,098
Net cash provided by/(used in) operating activities							73,652			(174,426		)
Cash flows from investing activities:
Investments in unconsolidated entities	—			(10		)	(551		)	(404		)
Distributions of capital from unconsolidated entities							597			1,250
Purchases of property and equipment	(6,383		)	(3,238		)	(23,754		)	(12,038		)
Proceeds from sales of property and equipment	30			49			107			251
Maturities/sales of investments and securities	1,018			1,226			1,065			1,297
Payments to purchase investments and securities	(1,018		)	(1,226		)	(1,065		)	(1,297		)
Net cash used in investing activities	(6,353		)	(3,199		)	(23,601		)	(10,941		)
Cash flows from financing activities:
Proceeds from Credit Facility, net	—			45,000			—			10,000
Repayment of loans payable and other borrowings	(2,197		)	(3,048		)	(13,484		)	(10,491		)
Repayment of senior notes	(175,000		)	—
Repayment of senior notes and senior convertible notes							(175,000		)	(126,691		)
Proceeds from issuance of senior notes	206,000			—			206,000			300,000
Payment of debt issuance costs	(3,315		)	—			(3,198		)	(3,986		)
Net cash provided by financing activities	25,488			41,952
Repurchase of shares							(29,353		)	—
Net cash (used in)/provided by financing activities							(15,035		)	168,832
Net increase/(decrease) in cash and cash equivalents	1,806			(46,013		)	35,016			(16,535		)
Cash and cash equivalents, beginning of period	170,746			131,702			170,746			131,702
Cash and cash equivalents, end of period	$	172,552		$	85,689		$	205,762		$	115,167

See Supplemental Disclosure of Cash Flow Information in Note 13.

See accompanying notes to unaudited consolidated financial statements

MERITAGE HOMES CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION

Organization. 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 to appeal to ~~a wide range of~~ homebuyers primarily focused on first-time and first move-up buyers. We have homebuilding operations in three regions: West, Central and East, which are comprised of nine states: Arizona, California, Colorado, Texas, Florida, Georgia, North Carolina, South Carolina and Tennessee. We also operate a wholly-owned title company, Carefree Title Agency, Inc. ("Carefree Title"). Carefree Title's core business includes title insurance and closing/settlement services we offer to our homebuyers. Through our predecessors, we commenced our homebuilding operations in 1985. Meritage Homes Corporation was incorporated in 1988 in the state of Maryland.

Our homebuilding and marketing activities are conducted under the name of Meritage Homes in each of our homebuilding markets. In limited cases, we also offer luxury homes under the brand name of Monterey Homes in some markets. At ~~March 31,~~September 30, 2018, we were actively selling homes in ~~253~~264 communities, with base prices ranging from approximately ~~$175,000~~$182,000 to $~~1,402,000~~1,173,000.

Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017. The consolidated financial statements 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. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring entries), necessary for the fair presentation of our results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.

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 $~~68.9~~68.4 million and $107.1 million are included in cash and cash equivalents at ~~March 31,~~September 30, 2018 and December 31, 2017, respectively.

Real Estate. Real estate is stated at cost unless the asset 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”). Inventory includes the costs of land acquisition, land development, home construction, capitalized interest, real estate taxes, capitalized 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 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 ~~the~~that community or phase. When a home closes, we may have incurred costs for goods and services that have not yet been paid. An accrued liability to capture such obligations is recorded in connection with the home closing and charged directly to ~~cost~~Cost of ~~sales.~~home closings.

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. It is possible that actual results could differ from budgeted amounts for various reasons, including construction and weather delays, labor or material shortages, 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 construction and land 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 sales absorption rate 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 shorter.

All of our land inventory and related real estate assets are reviewed for recoverability, 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 if the undiscounted cash flows expected to be generated by the asset are lower than its carrying amount. 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. Such an analysis is conducted if there is an indication of a decline in value of our land and real estate assets. ~~The~~If an impairment of a community is required, the impairment charges are allocated to each lot on a straight-line basis.

Deposits. Deposits paid for land options 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 applied to the acquisition price of the ~~lots~~land based on the terms of the underlying agreements. To the extent they are non-refundable, deposits are charged to expense if the land acquisition contract 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 the non-refundable deposits and any ancillary capitalized costs. Our deposits on real estate under option or contract were ~~$52.5~~$49.9 million and $59.9 million as of ~~March 31,~~September 30, 2018 and December 31, 2017, respectively.

Goodwill. In accordance with ASC 350, Intangibles, Goodwill and Other ("ASC 350"), we analyze goodwill on an annual basis (or whenever indication of impairment exists) through a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test. ASC 350 states that an entity may first 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 and labor costs, 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, impairment testing 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.

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. See Note 4 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 option and purchase agreements. The purchase price generally approximates the market price at the date the contract is executed (with possible future escalators). See Note 3 for additional information on off-balance sheet arrangements.

Surety Bonds and Letters of Credit. We provide surety bonds or letters of credit in support of our obligations relating to the development of our projects and other corporate purposes. Surety bonds are generally posted 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 completion of our development activities. Bonds are generally not 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):


	As of								As of
	March 31, 2018				December 31, 2017				September 30, 2018				December 31, 2017
	Outstanding		Estimated work remaining to complete		Outstanding		Estimated work remaining to complete		Outstanding		Estimated work remaining to complete		Outstanding		Estimated work remaining to complete
Sureties:
Sureties related to owned projects and lots under contract	$	316,905	$	139,025	$	296,387	$	120,320	$	353,125	$	169,702	$	296,387	$	120,320
Total Sureties	$	316,905	$	139,025	$	296,387	$	120,320	$	353,125	$	169,702	$	296,387	$	120,320
Letters of Credit (“LOCs”):
LOCs for land development	91,607		N/A		70,922		N/A		72,419		N/A		70,922		N/A
LOCs for general corporate operations	3,750		N/A		3,750		N/A		3,750		N/A		3,750		N/A
Total LOCs	$	95,357	N/A		$	74,672	N/A		$	76,169	N/A		$	74,672	N/A

Accrued Liabilities. Accrued liabilities at ~~March 31,~~September 30, 2018 and December 31, 2017 consisted of the following (in thousands):


	As of				As of
	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Accruals related to real estate development and construction activities	$	56,537	$	53,522	$	70,874	$	53,522
Payroll and other benefits	31,313		58,186		47,605		58,186
Accrued interest	34,370		15,369		33,881		15,369
Accrued taxes	18,959		14,067		8,676		14,067
Warranty reserves	23,812		23,328		22,864		23,328
Other accruals	16,197		16,604		16,545		16,604
Total	$	181,188	$	181,076	$	200,445	$	181,076

Warranty Reserves. We provide home purchasers with limited warranties against certain building defects and we 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 during the first one to two years after the close of the home and a structural warranty that typically extends up to 10 years subsequent to the close of the home. With the assistance of an actuary, we have estimated the reserves for the structural warranty based on the number of homes still under warranty and historical data and trends for our communities. We also 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. Included in the warranty reserve balances at September 30, 2018 and December 31, 2017 reflected in the table below are case-specific reserves for three warranty matters related to (1) alleged stucco defects in Florida; (2) a potentially faulty solar component in various locations provided by a bankrupt manufacturer;and (3) a foundation design matter affecting a single community in Texas.

A summary of changes in our warranty reserves follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Balance, beginning of period	$	23,659		$	23,620		$	23,328		$	22,660
Additions to reserve from new home deliveries	4,092			4,366			11,645			12,491
Warranty claims	(4,887		)	(3,554		)	(12,109		)	(10,719		)
Adjustments to pre-existing reserves	—			—			—			—
Balance, end of period	$	22,864		$	24,432		$	22,864		$	24,432

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.

We have received claims related to stucco installation from homeowners in certain Florida communities and we established reserves to cover our anticipated net exposure related to the repairs based on the information available to us. Our review of these stucco related matters is ongoing and our estimate of future costs of repairs is based on our judgment, various assumptions and internal data. Due to the degree of judgment and the potential for variability in our underlying assumptions and data, as we obtain additional information, we may revise our estimate. As of September 30, 2018, after taking into account potential recovery under our general liability insurance policies and potential recoveries from the contractors involved and their insurers, we believe our reserves are sufficient to cover the repairs related to the existing stucco claims. Additionally, we have received claims related to a foundation design matter affecting a single community in Texas requiring repairs to be made to homes within that community. Our estimate of costs is ongoing and updated regularly as information becomes available to us. As of September 30, 2018, taking into account sources of potential recovery from the consultant and contractors involved with the design and construction of the homes and their insurers as well as from our general liability insurer, we believe our reserves are sufficient to cover repairs and related claims. See Note 15 in the accompanying unaudited consolidated financial statements for additional information regarding both of these matters.

Revenue Recognition. In accordance with ASC 606 Revenue from Contracts with Customers, 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 buyer has made the required minimum down payment, obtained necessary financing,~~ 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.

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. Our three sources of revenue are disaggregated by type in the accompanying unaudited consolidated income statements.

~~Warranty Reserves.~~ We provide home purchasers with limited warranties against certain building defects and we 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 during the first one to two years after the close of the home and a structural warranty that typically extends up to~~ 10 years subsequent to the close of the home. With the assistance of an actuary, we have estimated the reserves for the structural warranty based on the number of homes still under warranty and historical data and trends for our communities. We also 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. Included in the warranty reserve balances at March 31, 2018 and December 31, 2017 reflected in the table below are case-specific reserves for three warranty matters related to (1) alleged stucco defects in Florida; (2) a potentially faulty solar component provided in various locations by a bankrupt manufacturer; and (3) a possible foundation design matter affecting a single community in Texas.

~~A summary of changes in our warranty reserves follows (in thousands):~~

Three Months Ended March 31,
2018 2017
Balance, beginning of period $ 23,328
$ 22,660
Additions to reserve from new home deliveries 3,407
3,815
Warranty claims (2,923 ) (3,998 )
Adjustments to pre-existing reserves —
—
Balance, end of period $ 23,812

$ 22,477

Warranty reserves are included in Accrued liabilities on the accompanying unaudited consolidated balance sheets, and additions and adjustments to the reserves, if any, are included in Cost of home closings within the accompanying unaudited 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 general liability 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 ~~January 2017,~~August 2018, 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 Measurement (Topic 820): 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 FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350),: Simplifying the Accounting for Goodwill Impairment ("ASU 2017-04"), which simplifies the accounting for goodwill impairments by eliminating the second step 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.

ASU 2017-04 is effective for us beginning January 1, 2020, with early adoption permitted. We have elected to early adopt ASU 2017-04 effective January 1, 2018 and it did not have a material impact on our financial statements.

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 with lease terms of greater than twelve months 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 are ~~currently~~in the process of evaluating our population of leases and related systems and internal control considerations. Our consolidated balance sheets will be impacted by the ~~impact adopting this guidance~~recording of a right of use asset and associated lease liability for virtually all of our current operating leases, which is 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 ~~financial~~consolidated balance sheets, 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 statements of operations 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,~~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~~Retained earnings. See "Revenue Recognition" in this Note 1 for further information.

As of and for the three and nine months ended ~~March 31,~~September 30, 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):


	As of				As of
	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Homes under contract under construction ⁽¹⁾	$	668,579	$	566,474	$	660,944	$	566,474
Unsold homes, completed and under construction ⁽¹⁾	499,998		516,577		646,709		516,577
Model homes ⁽¹⁾	138,848		142,026		136,291		142,026
Finished home sites and home sites under development ⁽²⁾	1,495,373		1,506,303		1,443,349		1,506,303
Total	$	2,802,798	$	2,731,380	$	2,887,293	$	2,731,380


(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.~~sale, less impairments, if any. 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.

Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred in connection with our real estate development and construction 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):


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017
Capitalized interest, beginning of period	$	78,564		$	68,196		$	84,443		$	72,327		$	78,564		$	68,196
Interest incurred	20,869			17,895			21,545			21,024			63,788			58,199
Interest expensed	(136		)	(825		)	(53		)	(1,116		)	(233		)	(3,561		)
Interest amortized to cost of home and land closings	(17,469		)	(14,381		)	(17,871		)	(15,462		)	(54,055		)	(46,061		)
Capitalized interest, end of period	$	81,828		$	70,885		$	88,064		$	76,773		$	88,064		$	76,773

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 reduce our financial risk associated with land acquisitions and allow us to better leverage our balance sheet.

Based on the provisions of the relevant accounting guidance, we have concluded that when we enter into a purchase or option agreement to acquire land or lots from an entity, a variable interest entity, or “VIE”, may be created. We evaluate all

purchase and option agreements 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 so, consolidate the VIE in our financial statements and reflect such assets and liabilities as Real estate not owned. 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 of the VIE to acquire additional land or dispose of land 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 to determine 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 contracted to complete development at a fixed cost for our benefit, but on behalf of the land owner, and any budget savings or shortfalls are typically 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 at ~~March 31,~~September 30, 2018 (dollars in thousands):


	Projected Number of Lots	Purchase Price		Option/ Earnest Money Deposits–Cash			Projected Number of Lots	Purchase Price		Option/ Earnest Money Deposits–Cash
Purchase and option contracts recorded on balance sheet as Real estate not owned	228	$	38,864	$	3,886		212	$	36,562	$	3,886
Option contracts — non-refundable deposits, committed (1)	2,971	217,204		25,533			4,105	262,689		27,569
Purchase contracts — non-refundable deposits, committed (1)	6,475	263,419		24,194			5,925	191,356		16,753
Purchase and option contracts —refundable deposits, committed	318	12,059		734			1,375	71,916		987
Total committed	9,992	531,546		54,347			11,617	562,523		49,195
Purchase and option contracts — refundable deposits, uncommitted (2)	7,628	193,388		2,078			15,041	406,151		4,584
Total lots under contract or option	17,620	$	724,934	$	56,425		26,658	$	968,674	$	53,779
Total purchase and option contracts not recorded on balance sheet (3)	17,392	$	686,070	$	52,539	(4)	26,446	$	932,112	$	49,893	(4)


(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)	Except for our specific performance contracts recorded on our balance sheet as Real estate not owned, none of our purchase or option ~~agreements~~contracts require us to purchase lots.


(4)	Amount is reflected on our consolidated balance sheet in Deposits on real estate under option or contract as of ~~March 31,~~September 30, 2018.

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 and sales absorptions, during a weakened homebuilding market, we may purchase lots at an absorption level that exceeds our sales and home starts pace in order to meet the pre-established minimum number of lots or we will work to restructure our original contract to include terms that more accurately reflect our revised orders pace expectations.

NOTE 4 - INVESTMENTS IN UNCONSOLIDATED ENTITIES

We may enter into land development joint ventures as a means of accessing larger parcels of land, expanding our market opportunities, managing our risk profile 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 each joint venture, it may or may not be consolidated into our results. Our joint venture partners are generally 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. As of ~~March 31,~~September 30, 2018, we had three active equity-method land ventures.

As of ~~March 31,~~September 30, 2018, we also participated in one mortgage joint venture, which is engaged in mortgage activities and provides services to both our homebuyers as well as other buyers. Our investment in this mortgage joint venture as of ~~March 31,~~September 30, 2018 and December 31, 2017 was $1.7 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):


	As of				As of
	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Assets:
Cash	$	7,415	$	8,942	$	7,817	$	8,942
Real estate	56,373		55,552		56,808		55,552
Other assets	3,446		4,323		3,835		4,323
Total assets	$	67,234	$	68,817	$	68,460	$	68,817
Liabilities and equity:
Accounts payable and other liabilities	$	5,700	$	7,516	$	6,514	$	7,516
Notes and mortgages payable	25,799		25,194		26,798		25,194
Equity of:
Meritage ⁽¹⁾	14,475		14,521		14,690		14,521
Other	21,260		21,586		20,458		21,586
Total liabilities and equity	$	67,234	$	68,817	$	68,460	$	68,817


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017
Revenue	$	7,332		$	7,599		$	13,722		$	9,593		$	31,036		$	30,622
Costs and expenses	(3,935		)	(4,480		)	(5,107		)	(4,138		)	(12,450		)	(14,724		)
Net earnings of unconsolidated entities	$	3,397		$	3,119		$	8,615		$	5,455		$	18,586		$	15,898
Meritage’s share of pre-tax earnings ^{(1) (2)}	$	2,610		$	3,182		$	5,245		$	3,398		$	11,223		$	10,648

(1)

Balance represents Meritage’s interest, as reflected in the financial records of the respective joint ventures. This balance may differ from the balance reported 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.

(2)

Our share of pre-tax earnings is recorded in Earnings from financial services unconsolidated entities and other, net and ~~(Loss)/earnings~~Earnings/(loss) from other unconsolidated entities, net on our unaudited consolidated income statements and excludes joint venture profit related to lots we purchased from the joint ventures, if any. Such profit is deferred until homes are delivered by us and title passes to a homebuyer.

Our total investment in all of these joint ventures is ~~$16.4~~$16.3 million and $17.1 million as of ~~March 31,~~September 30, 2018 and December 31, 2017, respectively. We believe these ventures are in compliance with their respective debt agreements, if applicable, and such debt is non-recourse to us.

NOTE 5 — LOANS PAYABLE AND OTHER BORROWINGS

Loans payable and other borrowings consist of the following (in thousands):


	As of				As of
	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Other borrowings, real estate notes payable ⁽¹⁾	$	16,854	$	17,354	$	16,669	$	17,354
$625 million unsecured revolving credit facility with interest approximating LIBOR (approximately 1.88% at March 31, 2018) plus 1.75% or Prime (4.75% at March 31, 2018) plus 0.75%	—		—
$780 million unsecured revolving credit facility with interest approximating LIBOR (approximately 2.26% at September 30, 2018) plus 1.75% or Prime (5.25% at September 30, 2018) plus 0.75%					—		—
Total	$	16,854	$	17,354	$	16,669	$	17,354


(1)	Reflects balance of non-recourse notes payable in connection with land purchases, with interest rates ranging from 0% to 8%.

The Company entered into an amended and restated unsecured revolving credit facility ("Credit Facility") in ~~2014. The Credit Facility~~2014 that has been amended from time to ~~time to, among other things, increase~~time. In June 2018 the aggregate commitment was increased to ~~$625.0~~$780.0 million, ~~initially consisting of $565 million of Class A commitments maturing in~~and the maturity date extended to July 2021 and $60.0 million of Class B commitments maturing in July 2019. In January 2018, the sole Class B commitment lender assigned all of its rights and obligations under the Credit Facility to another lender. Subsequent to such assignment, the new lender converted the entire $60.0 million Class B commitment to a Class A commitment. As a result, the entire $625.0 million aggregate commitment now matures in July 2021.2022. The ~~Credit Facility has an~~ accordion feature ~~that permits~~was also refreshed permitting the size of the facility to increase to a maximum of ~~$725.0~~$880.0 million. 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 ~~$987.4 million~~$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 than our consolidated interest incurred during the trailing 12 months.

We had no outstanding borrowings under the Credit Facility as of ~~March 31,~~September 30, 2018 ~~and~~or December 31, 2017. During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we had $285.0 million in gross borrowings and repayments. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we had ~~$160.0~~$320.0 million of gross borrowings and ~~$115.0~~$310.0 million of repayments. As of ~~March 31,~~September 30, 2018, we had outstanding letters of credit issued under the Credit Facility totaling ~~$95.4~~$76.2 million, leaving ~~$529.6~~$703.8 million available under the Credit Facility to be drawn.

NOTE 6 — SENIOR NOTES, NET

Senior notes, net consist of the following (in thousands):


	As of						As of
	March 31, 2018			December 31, 2017			September 30, 2018			December 31, 2017
4.50% senior notes due 2018	$	—		$	175,000		$	—		$	175,000
7.15% senior notes due 2020. At March 31, 2018 and December 31, 2017 there was approximately $1,138 and $1,280 in net unamortized premium, respectively.	301,138			301,280
7.15% senior notes due 2020. At September 30, 2018 and December 31, 2017 there was approximately $853 and $1,280 in net unamortized premium, respectively.							300,853			301,280
7.00% senior notes due 2022	300,000			300,000			300,000			300,000
6.00% senior notes due 2025. At March 31, 2018 there was approximately $5,932 in net unamortized premium. ⁽¹⁾	405,932			200,000
6.00% senior notes due 2025. At September 30, 2018 there was approximately $5,523 in net unamortized premium. ⁽¹⁾							405,523			200,000
5.125% senior notes due 2027	300,000			300,000			300,000			300,000
Net debt issuance costs	(12,576		)	(9,830		)	(11,322		)	(9,830		)
Total	$	1,294,494		$	1,266,450		$	1,295,054		$	1,266,450


(1)	~~The $200.0~~$200.0 million of the total $400.0 million 6.00% Senior Notes due 2025 outstanding at ~~December 31, 2017 were~~September 30, 2018 was issued at par and had no unamortized premium.

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 as of ~~March 31,~~September 30, 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 $175.0 million of 4.50% Senior Notes that were due to mature on March 1, 2018.

The indentures for all of our senior notes contain 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 are in compliance with all such covenants as of ~~March 31,~~September 30, 2018.

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 may 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 non-guarantor subsidiaries are, individually and in the aggregate, minor.

NOTE 7 — FAIR VALUE DISCLOSURES

We account for non-recurring fair value measurements of our non-financial assets and liabilities in accordance with ASC 820-10 Fair Value Measurement ("ASC 820"). This guidance defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the company while unobservable inputs are generally developed internally, utilizing management’s estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows:

Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.

Level 3 — Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on the company’s own estimates about the assumptions that market participants would use to value the asset or liability.

Financial Instruments: The fair value of our fixed-rate debt is derived from quoted market prices by independent dealers (level 2 inputs as per the discussion above) and is as follows (in thousands):


	As of								As of
	March 31, 2018				December 31, 2017				September 30, 2018				December 31, 2017
	Aggregate Principal		Estimated Fair Value		Aggregate Principal		Estimated Fair Value		Aggregate Principal		Estimated Fair Value		Aggregate Principal		Estimated Fair Value
4.50% senior notes	N/A		N/A		$	175,000	$	175,228	N/A		N/A		$	175,000	$	175,228
7.15% senior notes	$	300,000	$	316,500	$	300,000	$	326,250	$	300,000	$	314,250	$	300,000	$	326,250
7.00% senior notes	$	300,000	$	327,750	$	300,000	$	337,500	$	300,000	$	322,500	$	300,000	$	337,500
6.00% senior notes	$	400,000	$	410,080	$	200,000	$	214,000	$	400,000	$	404,000	$	200,000	$	214,000
5.125% senior notes	$	300,000	$	283,500	$	300,000	$	305,250	$	300,000	$	276,390	$	300,000	$	305,250

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.

NOTE 8 — EARNINGS PER SHARE

Basic and diluted earnings per common share were calculated as follows (in thousands, except per share amounts):


	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2018		2017
Basic weighted average number of shares outstanding	40,488		40,178		40,283		40,323		40,472		40,273
Effect of dilutive securities:
Convertible debt ⁽¹⁾	—		2,176		—		1,105		—		1,754
Unvested restricted stock	652		454		572		583		628		558
Diluted average shares outstanding	41,140		42,808		40,855		42,011		41,100		42,585
Net earnings as reported	$	43,874	$	23,572	$	54,135	$	42,550	$	151,847	$	107,702
Interest attributable to Convertible Notes, net of income taxes ⁽¹⁾	—		387		—		201		—		942
Net earnings for diluted earnings per share	$	43,874	$	23,959	$	54,135	$	42,751	$	151,847	$	108,644
Basic earnings per share	$	1.08	$	0.59	$	1.34	$	1.06	$	3.75	$	2.67
Diluted earnings per share ⁽¹⁾	$	1.07	$	0.56	$	1.33	$	1.02	$	3.69	$	2.55
Antidilutive stock not included in the calculation of diluted earnings per share	1		14		—		2		1		4


(1)	In accordance with ASC 260-10, Earnings Per Share, ("ASC 260-10") we calculate the dilutive effect of convertible securities using the "if-converted" method based on the number of days our Convertible Notes were outstanding during the period. All of the Convertible Notes were retired in the second half of 2017.

NOTE 9 — ACQUISITIONS AND GOODWILL

Goodwill. Over the past several years, we entered new markets through the acquisition of the homebuilding assets and operations of local/regional homebuilders in Georgia, South Carolina and Tennessee. As a result of these transactions, we recorded approximately $33.0 million of goodwill. Goodwill represents the excess of the purchase price of our acquisitions over the fair value of the net assets acquired. Our acquisitions are recorded in accordance with ASC 805, Business Combinations and ASC 820, using the acquisition method of accounting. The purchase price for acquisitions is allocated based on estimated fair value of the assets and liabilities at the date of the acquisition. The combined excess purchase price of our acquisitions over the fair value of the net assets is classified as goodwill and is included on our consolidated balance sheet in Prepaids, other assets and goodwill. In accordance with ASC 350, we assess the recoverability of goodwill annually, or more frequently, if impairment indicators are present.

A summary of the carrying amount of goodwill follows (in thousands):


	West		Central		East		Financial Services		Corporate		Total		West		Central		East		Financial Services		Corporate		Total
Balance at December 31, 2017	$	—	$	—	$	32,962	$	—	$	—	$	32,962	$	—	$	—	$	32,962	$	—	$	—	$	32,962
Additions	—		—		—		—		—		—		—		—		—		—		—		—
Impairments	—		—		—		—		—		—		—		—		—		—		—		—
Balance at March 31, 2018	$	—	$	—	$	32,962	$	—	$	—	$	32,962
Balance at September 30, 2018													$	—	$	—	$	32,962	$	—	$	—	$	32,962

NOTE 10 — STOCKHOLDERS’ EQUITY

A summary of changes in stockholders’ equity is presented below (in thousands):


	Three Months Ended March 31, 2018												Nine Months Ended September 30, 2018
	(In thousands)												(In thousands)
	Number of Shares	Common Stock		Additional Paid-In Capital			Retained Earnings			Total			Number of Shares		Common Stock			Additional Paid-In Capital			Retained Earnings			Total
Balance at December 31, 2017	40,331	$	403	$	584,578		$	991,844		$	1,576,825		40,331		$	403		$	584,578		$	991,844		$	1,576,825
Adoption of ASU 2014-09 ⁽¹⁾	—	—		—			(583		)	(583		)	—		—			—			(583		)	(583		)
Net earnings	—	—		—			43,874			43,874			—		—			—			151,847			151,847
Exercise/vesting of stock-based awards	301	3		(3		)	—			—
Stock-based compensation expense	—	—		5,216			—			5,216			—		—			13,748			—			13,748
Balance at March 31, 2018	40,632	$	406	$	589,791		$	1,035,135		$	1,625,332
Issuance of stock													321		4			(4		)	—			—
Share repurchases													(686	)	(7		)	(29,346		)	—			(29,353		)
Balance at September 30, 2018													39,966		$	400		$	568,976		$	1,143,108		$	1,712,484


(1)	Refer to Note 1 for additional information related to the adoption of ASU 2014-09.


	Three Months Ended March 31, 2017										Nine Months Ended September 30, 2017
	(In thousands)										(In thousands)
	Number of Shares	Common Stock		Additional Paid-In Capital			Retained Earnings		Total		Number of Shares	Common Stock		Additional Paid-In Capital			Retained Earnings		Total
Balance at December 31, 2016	40,031	$	400	$	572,506		$	848,589	$	1,421,495	40,031	$	400	$	572,506		$	848,589	$	1,421,495
Net earnings	—	—		—			23,572		23,572		—	—		—			107,702		107,702
Exercise/vesting of stock-based awards	283	3		(3		)	—		—
Excess income tax benefit from stock-based awards	—	—		—			—		—
Issuance of stock											295	3		(3		)	—		—
Stock-based compensation expense	—	—		3,298			—		3,298		—	—		9,911			—		9,911
Balance at March 31, 2017	40,314	$	403	$	575,801		$	872,161	$	1,448,365
Balance at September 30, 2017											40,326	$	403	$	582,414		$	956,291	$	1,539,108

NOTE 11 — STOCK BASED AND DEFERRED COMPENSATION

We have atwo stock-based compensation ~~plan,~~plans, the Amended and Restated 2006 Stock Incentive Plan (the ~~“Plan”~~“2006 Plan”) and the Meritage Homes Corporation 2018 Stock Incentive Plan (the “2018 Plan"), ~~that~~collectively the "Stock Plans". The 2006 Plan was approved by our Board of Directors and adopted in 2006 and has been amended or restated from time to time. The 2018 Plan was approved by our Board of Directors and our stockholders and isadopted in May 2018. Both plans are administered by our Board of ~~Directors. The provisions of the Plan~~Directors and allow for the grant of stock appreciation rights, restricted stock awards, restricted stock units, performance share awards and performance-based awards in addition to non-qualified and incentive stock options. The ~~Plan authorizes~~Stock Plans authorize awards to officers, key employees, non-employee directors and ~~consultants for up to~~consultants. The 2006 Plan authorizes 5,350,000 shares of common stock to be awarded, of which ~~605,183~~685,234 shares remain available for grant at ~~March 31,~~September 30, 2018. ~~The~~Upon expiration of the 2006 Plan in May 2019, any available ~~shares include~~ shares from expired, terminated or forfeited awards that remain under the 2006 Plan and prior plans ~~that have since expired and are thus~~will be available for grant under the 2018 Plan. The 2018 Plan authorizes 1,250,000 shares of stock to be awarded, of which 1,240,917 shares remain available at September 30, 2018. We believe that such awards provide a means of performance-based compensation to attract and retain qualified employees and better align the interests of our employees with those of our stockholders. Non-vested stock awards are usually granted with a five-year ratable vesting period for employees and with a three-year cliff vesting for both non-vested stock and performance-based awards granted to ~~certain~~ senior executive officers and non-employee directors.

Compensation cost related to time-based restricted stock awards is measured as of the closing price on the date of grant and is expensed, less forfeitures, on a straight-line basis over the vesting period of the award. Compensation cost related to performance-based restricted stock awards is also measured as of the closing price on the date of grant but is expensed in accordance with ASC 718-10-25-20, Compensation – Stock Compensation ("ASC 718"), which requires an assessment of probability of attainment of the performance target. As our performance targets are dependent on performance over a specified measurement period, once we determine that the performance target outcome is probable, the cumulative expense is recorded immediately with the remaining expense recorded on a straight-line basis through the end of the award vesting period. For the three and nine months ended September 30, 2018, stock compensation increased as compared to prior year partially due to a change in the compensation structure for certain executives to all performance-based equity grants. A portion of the performance-based restricted stock awards granted contain market conditions as defined by ASC 718. The guidance in ASC 718 requires that compensation expense for stock awards with market conditions be expensed based on a derived grant date fair value and expensed over the service period. We ~~engaged~~engage a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is being expensed straight-line over the service period of the awards. Below is a summary of compensation expense and stock award activity (dollars in thousands):


	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2018		2017
Stock-based compensation expense	$	5,209	$	3,295	$	4,761	$	4,113	$	13,737	$	9,898
Non-vested shares granted	306,164		416,500		9,083		14,075		315,247		430,575
Performance-based non-vested shares granted	157,637		154,120		—		—		157,637		154,120
Restricted stock awards vested (includes performance-based awards)	301,575		283,574		2,710		5,780		321,422		295,544

The following table includes additional information regarding our ~~Plan~~Stock Plans (dollars in thousands):


	As of				As of
	March 31, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Unrecognized stock-based compensation cost	$	26,696	$	18,439	$	22,742	$	18,439
Weighted average years expense recognition period	2.97		2.48		2.46		2.48
Total equity awards outstanding ⁽¹⁾	1,377,061		1,269,657		1,308,289		1,269,657


(1)	Includes unvested restricted stock, performance-based awards ~~(at target level)~~(assuming 100% payout) and restricted stock units.

We also offer a non-qualified deferred compensation plan ("deferred compensation plan") to highly compensated employees in order to allow them additional pre-tax income deferrals above and beyond the limits that qualified plans, such as 401(k) plans, impose on highly compensated employees. We do not currently offer a contribution match on the deferred compensation plan. All contributions to the plan to date have been funded by the employees and, therefore, we have no associated expense related to the deferred compensation plan for the three and nine months ended ~~March 31,~~September 30, 2018 or 2017, other than minor administrative costs.

NOTE 12 — INCOME TAXES

Components of the income tax provision are as follows (in thousands):


	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2018		2017
Federal	$	2,946	$	11,573	$	14,501	$	18,890	$	31,872	$	49,678
State	2,064		1,624		2,773		2,015		7,759		6,049
Total	$	5,010	$	13,197	$	17,274	$	20,905	$	39,631	$	55,727

The effective tax rate for the three and nine months ended ~~March 31,~~September 30, 2018 was 24.2% and ~~March 31,~~20.7%, respectively, and for the three and nine months ended September 30, 2017 was ~~10.2%~~32.9% and ~~35.9%~~34.1%, respectively. The lower 2018 effective tax ~~rate reflects both the~~rates reflect lower corporate tax rates as a result of the Tax Cuts and Jobs Act of 2017 (the "Tax Act") passed in December ~~2017 and was additionally impacted by~~2017. The lower year-to-date rate also reflects the impact from the President signing the Bipartisan Budget Act of 2018 in February 2018, which included a retroactive extension of the Internal Revenue Code ("IRC") §45L new energy efficient homes credit that had previously expired in 2016. This extension provision provides for a single year extension of energy tax credits for homes sold in 2017 that meet the qualification criteria. Under ASC 740, the effects of these tax credits were required to be recorded in 2018, based on the date of enactment, regardless of the retroactive treatment. Our tax rate for 2017 does not include energy credits, but was favorably impacted by the homebuilding manufacturing deduction, which was eliminated for 2018 under the Tax Act. We anticipate that with the completion of our 2017 income tax returns, future guidance and additional information and interpretations with respect to the Tax Act ~~will~~may cause us to further adjust the provisional amounts recorded as of December 31, 2017. In accordance with SEC Staff Accounting Bulletin No. 118, we will record such adjustments in the period that relevant guidance or additional information becomes available and our analysis is completed.

At ~~March 31,~~September 30, 2018 and December 31, 2017, we have no unrecognized tax benefits. We believe that our current income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change. Our policy is to accrue interest and penalties on unrecognized tax benefits and include them in federal income tax expense.

We determine our deferred tax assets and liabilities in accordance with ASC 740-10, Income Taxes. We evaluate our deferred tax assets, including the benefit from net operating losses ("NOLs"), by jurisdiction to determine if a valuation allowance is required. Companies must assess 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 cumulative losses, forecasts of future profitability, the length of statutory carry forward periods, experiences with operating losses and experiences of utilizing tax credit carry forwards and tax planning alternatives. We have no valuation allowance on our deferred tax assets and NOL carryovers at ~~March 31,~~September 30, 2018.

At ~~March 31,~~September 30, 2018, we had no remaining federal NOL carry forward or un-utilized federal tax credits. At ~~March 31,~~September 30, 2018, and December 31, 2017 we had tax benefits for state NOL carry forwards of $1.8 million, net of federal benefit, that begin to expire in 2028.

At ~~March 31,~~September 30, 2018, we have income taxes payable of ~~$12.2~~$1.2 million, which primarily consists of current federal and state tax accruals, net of estimated tax payments and tax credits. This amount is recorded in Accrued liabilities on the accompanying unaudited balance sheet at ~~March 31,~~September 30, 2018.

We conduct business and are subject to tax in the U.S. and several states. With few exceptions, we are no longer subject to U.S. federal, state, or local income tax examinations by taxing authorities for years prior to ~~2013. We have one state income tax examination of multiple years under audit at this time and do not expect it to have a material outcome.~~2014.

The tax benefits from NOLs, built-in losses, and tax credits would be materially reduced or potentially eliminated if we experience an “ownership change” as defined under IRC §382. Based on our analysis performed as of ~~March 31,~~September 30, 2018 we do not believe that we have experienced an ownership change. As a protective measure, our stockholders held a Special

Meeting of Stockholders on February 16, 2009 and approved an amendment to our Articles of Incorporation that restricts certain transfers of our common stock. The amendment is intended to help us avoid an unintended ownership change and thereby preserve the value of any tax benefit for future utilization.

NOTE 13 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The following table presents certain supplemental cash flow information (in thousands):

Three Months Ended March 31,
2018 2017
Interest capitalized, net $ (15,961 ) $ (10,930 )
Income taxes paid $ —
$ 10,485
Non-cash operating activities:
Real estate not owned increase $ —
$ 9,987
Real estate acquired through notes payable $ 1,697
$ 1,673



	Nine Months Ended September 30,
	2018			2017
Cash paid during the year for:
Interest, net of interest capitalized	$	(16,366	)	$	(14,454	)
Income taxes	$	46,348		$	61,034
Non-cash operating activities:
Real estate not owned (decrease)/increase	$	(2,302	)	$	39,793
Real estate acquired through notes payable	$	12,799		$	6,378

NOTE 14 — OPERATING AND REPORTING SEGMENTS

We operate with two principal business segments: homebuilding and financial services. As defined in ASC 280-10, Segment Reporting, we have nine homebuilding operating segments. The homebuilding segments are engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes and providing warranty and customer services. We aggregate our homebuilding operating segments into reporting segments based on similar long-term economic characteristics and geographical proximity. Our current reportable homebuilding segments are as follows:



	West:	Arizona, California and Colorado
	Central:	Texas
	East:	Florida, Georgia, North Carolina, South Carolina and Tennessee

Management’s evaluation of segment performance is based on segment operating income, which we define as ~~homebuilding~~home and land closing revenues less cost of home ~~construction,~~and land closings, commissions and other sales costs, land development and other land sales costs and other costs incurred by or allocated to each segment, including impairments. Each reportable segment follows the same accounting policies described in Note 1, “Organization and Basis of Presentation.” Operating results for each segment may not be indicative of the results for such segment had it been an independent, stand-alone entity for the periods presented.

The following segment information is in thousands:


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017
Homebuilding revenue ⁽¹⁾:
West	$	317,228		$	311,804		$	366,347		$	373,708		$	1,035,222		$	1,055,086
Central	191,870			174,831			261,636			236,884			713,612			637,394
East	233,466			186,137			256,598			195,005			755,806			587,867
Consolidated total	$	742,564		$	672,772		$	884,581		$	805,597		$	2,504,640		$	2,280,347
Homebuilding segment operating income:
West	$	21,121		$	24,012		$	34,671		$	35,026		$	88,854		$	94,169
Central	14,267			13,890			24,319			26,404			64,162			63,524
East	11,359			2,436			14,682			4,954			40,605			12,675
Total homebuilding segment operating income	46,747			40,338			73,672			66,384			193,621			170,368
Financial services segment profit	4,220			4,290			6,321			5,514			16,192			15,361
Corporate and unallocated costs ⁽²⁾	(7,272		)	(8,517		)	(11,343		)	(9,264		)	(28,017		)	(24,809		)
(Loss)/earnings from other unconsolidated entities, net	(46		)	373
Earnings/(loss) from other unconsolidated entities, net							894			(91		)	692			852
Interest expense	(136		)	(825		)	(53		)	(1,116		)	(233		)	(3,561		)
Other income, net ⁽³⁾	5,371			1,110			1,918			2,028			9,223			5,218
Net earnings before income taxes	$	48,884		$	36,769		$	71,409		$	63,455		$	191,478		$	163,429


(1)	Homebuilding revenue includes the following land closing revenue, by segment, as outlined in the table below:


	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2018		2017
Land closing revenue:
West	$	12,455	$	11,800	$	268	$	—	$	14,658	$	11,800
Central	125		122		5,328		125		6,215		247
East	1,452		233		1,251		464		5,118		4,895
Total	$	14,032	$	12,155	$	6,847	$	589	$	25,991	$	16,942


(2)	Balance consists primarily of corporate costs and numerous shared service functions such as finance and treasury that are not allocated to the homebuilding or financial services reporting segments.


(3)	For the ~~three~~nine months ended ~~March 31,~~September 30, 2018, Other income, net includes a favorable $4.8 million legal settlement from long-standing litigation related to a previous joint venture in Nevada.


	At March 31, 2018																At September 30, 2018
	West			Central			East			Financial Services		Corporate and Unallocated			Total		West			Central			East			Financial Services		Corporate and Unallocated			Total
Deposits on real estate under option or contract	$	12,528		$	17,135		$	22,876		$	—	$	—		$	52,539	$	8,509		$	15,269		$	26,115		$	—	$	—		$	49,893
Real estate	1,205,253			730,016			867,529			—		—			2,802,798		1,258,824			722,418			906,051			—		—			2,887,293
Investments in unconsolidated entities	7,785			7,000			—			—		1,656			16,441		8,162			6,413			—			—		1,719			16,294
Other assets	60,672		(1)	97,937		(2)	129,879		(3)	1,141		165,757		(4)	455,386		68,469		(1)	103,369		(2)	119,773		(3)	623		202,545		(4)	494,779
Total assets	$	1,286,238		$	852,088		$	1,020,284		$	1,141	$	167,413		$	3,327,164	$	1,343,964		$	847,469		$	1,051,939		$	623	$	204,264		$	3,448,259


(1)	Balance consists primarily of cash and property and equipment.


(2)	Balance consists primarily of development reimbursements from local municipalities and cash.


(3)	Balance consists primarily of real estate not owned, goodwill (see Note 9), property and equipment and cash.


(4)	Balance consists primarily of cash and our deferred tax asset.



	At December 31, 2017
	West			Central			East			Financial Services		Corporate and Unallocated			Total
Deposits on real estate under option or contract	$	15,557		$	21,309		$	23,079		$	—	$	—		$	59,945
Real estate	1,174,285			700,460			856,635			—		—			2,731,380
Investments in unconsolidated entities	7,833			6,999			—			—		2,236			17,068
Other assets	58,470		(1)	110,173		(2)	144,681		(3)	1,249		128,292		(4)	442,865
Total assets	$	1,256,145		$	838,941		$	1,024,395		$	1,249	$	130,528		$	3,251,258


(1)	Balance consists primarily of cash and property and equipment.


(2)	Balance consists primarily of development reimbursements from local municipalities and cash.


(3)	Balance consists primarily of real estate not owned, cash, and goodwill (see Note 9).


(4)	Balance consists primarily of cash and our deferred tax asset.

NOTE 15 — COMMITMENTS AND CONTINGENCIES

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. 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. We believe there are no pending legal or warranty matters that could have a material adverse impact upon our consolidated financial condition, results of operations or cash flows that have not been sufficiently reserved.

As discussed in Note 1 under the heading “Warranty Reserves”, we have case specific reserves within our $22.9 million of total warranty reserves related to a foundation design matter affecting a single community in Texas. In addition to the repairs required to be made to homes within that community, we have been named as a defendant in several lawsuits filed by homeowners in that community. As of September 30, 2018, the claim we made for this matter under our general liability insurance policies has initially been denied, which we vehemently disagree with and have disputed with our insurance carrier. We regularly review our reserves, and adjust them, as necessary to reflect changes as more information becomes available. As of September 30, 2018, taking into account sources of potential recovery from the consultant and contractors involved with the design and construction of these homes and their insurers as well as from our general liability insurer, we believe our reserves are sufficient to cover repairs and related claims.

Also included within our case specific reserves and as discussed in Note 1 under the heading “Warranty Reserves” are reserves for alleged stucco defects in homes in certain Florida communities we developed prior to 2016. We are involved in legal proceedings relating to such stucco defects. Our review of these stucco related matters is ongoing and our estimate of and reserve for future costs of repairs is based on our judgment, various assumptions and internal data. Due to the degree of judgment and the potential for variability in our underlying assumptions and data, as we obtain additional information, we may revise our estimate and thus our related reserves. As of September 30, 2018, after considering potential recovery under our general liability insurance policies and potential recoveries from the contractors involved and their insurers, we believe our reserves are sufficient to cover the existing stucco related repairs and claims.

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,” “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 and Section 21E of the Securities Exchange Act of ~~1934.~~1934 (the "Exchange Act"). Forward-looking statements in this Quarterly Report include: statements concerning trends and economic factors in the homebuilding industry in general, and our markets and results specifically; our operating strategy and initiatives, including our strategy to expand the number of communities that target the first-time buyer segment; demand and pricing trends in the short-term throughout our geographies; that we may opportunistically repurchase our debt and equity securities; the benefits of our land acquisition strategy and structures, including the use and the benefits of option contracts and joint ventures; that we expect to redeploy cash generated from operations to acquire and develop lot positions; our expectation that existing guarantees, letters of credit and performance and surety bonds will not be drawn on; the adequacy of our insurance coverage and warranty reserves; the expected outcome of legal proceedings we are involved in and the sufficiency of our reserves relating thereto; the sufficiency of our liquidity and capital resources to support our business strategy; our ability and willingness to acquire land under option or contract; our strategy and trends and expectations concerning sales prices, sales pace, closings, orders, cancellations, material and labor costs for land development and home construction, gross margins, gross profit, revenues, net earnings, operating leverage, backlog, land prices, changes in and location of active communities, and the amount, type and timing of new community openings; seasonality; our future cash needs; that we may seek to raise additional debt and equity capital; ~~and~~ our intentions regarding the payment of dividends and the use of derivative contracts; our perceptions about the importance of joint ventures to our business; and the impact of changes in interest rates.

Important factors that could cause actual results to differ materially from those in forward-looking statements, and that could negatively affect our business include, but are not limited to, the following: the availability and cost of finished lots and undeveloped land; shortages in the availability and cost of labor; changes in interest rates and the availability and pricing of residential mortgages; changes in tax laws that adversely impact us or our homebuyers; inflation in the cost of materials used to develop communities and construct homes; the success of strategic initiatives; the ability of our potential buyers to sell their existing homes; cancellation rates; the adverse effect of slow absorption rates; ~~a disruption or pause~~slowing in the growth of first-time homebuyers; competition; impairments of our real estate inventory; a change to the feasibility of projects under option or contract that could result in the write-down or write-off of earnest money or option deposits; our potential exposure to and impacts from natural disasters or severe weather conditions; home warranty and construction defect claims; failures in health and safety performance; our success in prevailing on contested tax positions; our ability to obtain performance and surety bonds in connection with our development work; the loss of key personnel; failure to comply with laws and regulations; our limited geographic diversification; fluctuations in quarterly operating results; our level of indebtedness; our ability to obtain financing if our credit ratings are downgraded; our ability to successfully integrate acquired companies and achieve anticipated benefits from these acquisitions; our compliance with government regulations; the effect of legislative and other governmental actions, orders, policies or initiatives that impact housing, labor availability, construction, mortgage availability, our access to capital, the cost of capital or the economy in general, or other initiatives that seek to restrain growth of new housing construction or similar measures; legislation relating to energy and climate change; the replication of our energy-efficient technologies by our competitors; our exposure to information technology failures and security breaches; negative publicity that affects our reputation; legislation related to tariffs; and other factors identified in documents filed by the Company with the Securities and Exchange Commission, including those set forth in this Form 10-Q and our Form 10-K for the year ended December 31, 2017 under the caption "Risk Factors," which can be found on our website.

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

Overview and Outlook

The ~~strength the housing market experienced throughout 2017 continued into the~~ first ~~three~~nine months of 2018 ~~as a solid economy assisted~~have benefited from strong underlying economic and housing market fundamentals, evidenced by ~~steady job creation and~~low unemployment levels, wage growth and a ~~historically low level~~shortage in the supply of ~~existing home supply muted concerns from recent interest hikes and stock market volatility. We believe that these factors will continue to create a positive demand environment for our sector,~~homes, particularly ~~among~~at entry-level price points. More recently, the ~~first-time homebuyer segment where lower-priced homes still offer affordable solutions even as~~pace of rising interest rates ~~gradually rise.~~

~~The desire~~coupled with higher home sale prices has resulted in what markets are interpreting as a temporary pause in the homebuilding sector as potential buyers adjust to higher monthly mortgage payments and potentially adjust their buying expectations to a smaller, less expensive offering. With plentiful mortgage availability and improving economic metrics for most segments of the population and the meaningful re-entry of millennials into the home buying sector, we believe demand will continue for new homes ~~continues~~but buyers will be primarily motivated by affordability. Homebuilders with attractive, lower price-point product in desirable locations should be poised to capture this pent-up demand as move-down and millennial buyers look to move into nicely appointed but affordable homes. While we believe the longer term economic data supports a continuation of the positive homebuilding cycle, the next several quarters may be ~~healthy across most~~choppy as the market absorbs the impact of ~~our markets, especially for our LiVE.NOW communities that target the first-time or move-down homebuyers looking for a lower priced product, and who represent a strong presence in the market. We~~increasing interest rates.

At Meritage, we continue to focus on our pivot to the first-time and first move-up buyer and our key strategic initiatives such as home closing gross margin improvement, selling, general and administrative cost control and community count ~~growth that we~~stability. We believe the successful execution of these initiatives will position us ~~for further growth and~~to improve ~~our bottom line results, while pivoting to increase~~profitability, with our focus on the first-time and first move-up buyer. We ~~expect~~have made considerable progress on these goals as one-third of our current communities are targeted to first-time buyers and those buyers represented more than 40% of our orders in the third quarter of 2018. We expect that growth to continue ~~to grow~~ as ~~a percentage of total homebuyers and~~ we ~~have shifted our focus to meet that demand with~~are opening an increased number of communities that target ~~that segment.~~the first-time buyer. Our entry-level product is also attracting move-down buyers with select floor plans and price points that appeal to an age-targeted audience.

Summary Company Results

Our ~~first~~third quarter 2018 results ~~reflected~~delivered on several of our key strategic initiatives, with growth in our entry-level business and strong ~~demand in our markets and performance gains from our strategic initiatives.~~earnings performance. Total home closing revenue was ~~$728.5~~$877.7 million for the three months ended ~~March 31,~~September 30, 2018, an increase of ~~$67.9~~$72.7 million over the corresponding prior year period, due to ~~144~~193 additional homes closed. The ~~10.3%~~ increase in home closing revenue and ~~90-basis-point improvement in~~consistent year-over-year home closing gross margin provided ~~$17.1~~$12.9 million in additional home closing gross profit which, combined with a ~~$4.3~~$1.1 million ~~increase~~decrease in ~~Other income, net~~interest expense and a lower income tax provision,contributed to ~~an 86.1% increase~~$54.1 million in net income ~~to $43.9 million~~ for the three months ended ~~March 31,~~September 30, 2018, ~~versus $23.6~~a 27.2% improvement over the $42.6 million in the corresponding 2017 period. ~~First~~Third quarter 2018 ~~results~~earnings reflect a lower provision for income taxes due to a lower effective tax rate of ~~10.2%~~24.2% versus ~~35.9%~~32.9% in 2017 as a result of the Tax Act signed into law in December 2017, which resulted in a lower corporate tax ~~rate~~rate. Similar to the third quarter performance, year-to-date results reflect $215.2 million in additional home closing revenue and $48.6 million higher home closing gross profit versus the nine months ended September 30, 2017. Higher gross profit combined with a ~~cumulative retroactive extension~~$4.0 million increase in Other income, net and lower year-over-year interest expense led to net income of $151.8 million for ~~homes closed in~~the nine months ended September 30, 2018 compared to $107.7 million for the 2017 ~~for energy tax credits.~~period.

On a consolidated basis, we experienced year over year growth in closings, ~~and orders,~~ both in units and value, for the three and nine months ended ~~March 31,~~September 30, 2018 over the prior year. For the three months ended September 30, 2018, orders and order value declined by 2.5% and 6.5%, respectively, while those metrics in the nine month period increased by 4.4% and 2.3%, respectively, over the corresponding prior year period. We ended the ~~first~~third quarter of 2018 with ~~3,508~~3,285 homes in backlog ~~10.3% higher than 2017 providing a backlog value~~valued at $1.4 billion, declines of ~~$1.5 billion, an 8.4% increase~~1.4% and 3.0%, respectively, over ~~March 31,~~September 30, 2017. The ~~growth~~decline in year-over-year backlog is ~~primarily~~ the result of the lower third quarter orders, while our average sales price on homes in backlog was down slightly stemming from our pivot to a ~~10.4% improvement~~higher concentration of entry-level product. The percentage of actively selling communities that target the first-time buyer grew to 33.3% in ~~orders at March 31,~~the third quarter of 2018, as compared to 26.0% in the prior ~~year.~~year third quarter.

Company Positioning

We believe that the investments in our new communities, particularly those designed for the first-time homebuyer, 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:

Expanding the number of LiVE.NOW® communities that target the growing first-time ~~homebuyer segment;~~homebuyer;

Improving the overall customer experience, most recently through a simplification of the customer purchase and selection processes;

Enhancing our website and ~~purchase process;~~sales offices through investments in technology. As of September 30, 2018 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;

Improving our home closing gross ~~margin~~profit by growing revenue while managing costs, allowing us to better leverage our overhead; and

Actively and strategically acquire and develop land in key markets in order to maintain and grow our lot supply and active community ~~count; and~~count.

In order to maintain focus on growing our business, we also remain committed to the following:

Increasing 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 market share in our smaller markets;

Continuing to innovate and promote our energy efficiency program and our M.Connected® Automation Suite to create differentiation for the Meritage brand;

Managing construction efficiencies and cost increases through national and regional vendor relationships with a focus on quality construction and warranty management;

Generating additional working capital and maintaining adequate liquidity, most recently through a $200 million add-on to our existing $200.0 million of 6.00% Senior Notes due ~~2025;~~2025 and through the expansion and extension of our Credit Facility;

Maximize returns to our shareholders, most recently through our share repurchase program; and

Promoting a positive environment for our employees in order to develop and motivate them and to minimize ~~turnover.~~

turnover and to maximize recruitment efforts.

Critical Accounting Policies

The accounting policies we deem most critical to us and that involve the most difficult, subjective or complex judgments include revenue recognition, valuation of real estate, goodwill, deferred tax assets and warranty reserves as well as the calculation of compensation cost relating to share-based payments. Other than the adoption of ASU 2014-09, as described in Note 1 in the accompanying unaudited consolidated financial statements, there have been no significant changes to our critical accounting policies during the ~~three~~nine months ended ~~March 31,~~September 30, 2018 compared to those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2017 Annual Report on Form 10-K.

Home Closing Revenue, Home Orders and Order Backlog

The composition of our closings, home orders and backlog is constantly changing and is based on a changing mix of communities with various price points between periods as new projects 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. The tables on the following pages present operating and financial data that we consider most critical to managing our operations (dollars in thousands):

Three Months Ended March 31, Quarter over Quarter
2018 2017 Change $ Change %
Home Closing Revenue
Total
Dollars $ 728,532
$ 660,617
$ 67,915
10.3 %
Homes closed 1,725
1,581
144
9.1 %
Average sales price $ 422.3
$ 417.8
$ 4.5
1.1 %
West Region
Arizona
Dollars $ 90,996
$ 100,550
$ (9,554 ) (9.5 )%
Homes closed 275
296
(21 ) (7.1 )%
Average sales price $ 330.9
$ 339.7
$ (8.8 ) (2.6 )%
California
Dollars $ 159,391
$ 132,094
$ 27,297
20.7 %
Homes closed 231
210
21
10.0 %
Average sales price $ 690.0
$ 629.0
$ 61.0
9.7 %
Colorado
Dollars $ 54,386
$ 67,360
$ (12,974 ) (19.3 )%
Homes closed 94
128
(34 ) (26.6 )%
Average sales price $ 578.6
$ 526.3
$ 52.3
9.9 %
West Region Totals
Dollars $ 304,773
$ 300,004
$ 4,769
1.6 %
Homes closed 600
634
(34 ) (5.4 )%
Average sales price $ 508.0
$ 473.2
$ 34.8
7.4 %
Central Region - Texas
Central Region Totals
Dollars $ 191,745
$ 174,709
$ 17,036
9.8 %
Homes closed 542
495
47
9.5 %
Average sales price $ 353.8
$ 352.9
$ 0.8
0.2 %
East Region
Florida
Dollars $ 112,787
$ 65,574
$ 47,213
72.0 %
Homes closed 260
146
114
78.1 %
Average sales price $ 433.8
$ 449.1
$ (15.3 ) (3.4 )%
Georgia
Dollars $ 24,973
$ 20,475
$ 4,498
22.0 %
Homes closed 73
55
18
32.7 %
Average sales price $ 342.1
$ 372.3
$ (30.2 ) (8.1 )%
North Carolina
Dollars $ 50,673
$ 56,907
$ (6,234 ) (11.0 )%
Homes closed 128
131
(3 ) (2.3 )%
Average sales price $ 395.9
$ 434.4
$ (38.5 ) (8.9 )%
South Carolina
Dollars $ 22,121
$ 26,055
$ (3,934 ) (15.1 )%
Homes closed 66
73
(7 ) (9.6 )%
Average sales price $ 335.2
$ 356.9
$ (21.8 ) (6.1 )%
Tennessee
Dollars $ 21,460
$ 16,893
$ 4,567
27.0 %
Homes closed 56
47
9
19.1 %
Average sales price $ 383.2
$ 359.4
$ 23.8
6.6 %
East Region Totals
Dollars $ 232,014
$ 185,904
$ 46,110
24.8 %
Homes closed 583
452
131
29.0 %
Average sales price $ 398.0
$ 411.3
$ (13.3 ) (3.2 )%



	Three Months Ended September 30,				Quarter over Quarter
	2018		2017		Change $			Change %
Home Closing Revenue
Total
Dollars	$	877,734	$	805,008	$	72,726		9.0	%
Homes closed	2,162		1,969		193			9.8	%
Average sales price	$	406.0	$	408.8	$	(2.9	)	(0.7	)%
West Region
Arizona
Dollars	$	134,977	$	141,249	$	(6,272	)	(4.4	)%
Homes closed	411		424		(13		)	(3.1	)%
Average sales price	$	328.4	$	333.1	$	(4.7	)	(1.4	)%
California
Dollars	$	143,386	$	154,731	$	(11,345	)	(7.3	)%
Homes closed	206		261		(55		)	(21.1	)%
Average sales price	$	696.0	$	592.8	$	103.2		17.4	%
Colorado
Dollars	$	87,716	$	77,728	$	9,988		12.8	%
Homes closed	160		135		25			18.5	%
Average sales price	$	548.2	$	575.8	$	(27.5	)	(4.8	)%
West Region Totals
Dollars	$	366,079	$	373,708	$	(7,629	)	(2.0	)%
Homes closed	777		820		(43		)	(5.2	)%
Average sales price	$	471.1	$	455.7	$	15.4		3.4	%
Central Region - Texas
Central Region Totals
Dollars	$	256,308	$	236,759	$	19,549		8.3	%
Homes closed	721		647		74			11.4	%
Average sales price	$	355.5	$	365.9	$	(10.4	)	(2.9	)%
East Region
Florida
Dollars	$	105,902	$	77,652	$	28,250		36.4	%
Homes closed	249		185		64			34.6	%
Average sales price	$	425.3	$	419.7	$	5.6		1.3	%
Georgia
Dollars	$	47,429	$	29,019	$	18,410		63.4	%
Homes closed	139		95		44			46.3	%
Average sales price	$	341.2	$	305.5	$	35.8		11.7	%
North Carolina
Dollars	$	63,381	$	48,129	$	15,252		31.7	%
Homes closed	165		107		58			54.2	%
Average sales price	$	384.1	$	449.8	$	(65.7	)	(14.6	)%
South Carolina
Dollars	$	23,605	$	25,164	$	(1,559	)	(6.2	)%
Homes closed	69		74		(5		)	(6.8	)%
Average sales price	$	342.1	$	340.1	$	2.0		0.6	%
Tennessee
Dollars	$	15,030	$	14,577	$	453		3.1	%
Homes closed	42		41		1			2.4	%
Average sales price	$	357.9	$	355.5	$	2.3		0.7	%
East Region Totals
Dollars	$	255,347	$	194,541	$	60,806		31.3	%
Homes closed	664		502		162			32.3	%
Average sales price	$	384.6	$	387.5	$	(3.0	)	(0.8	)%


	Three Months Ended March 31,				Quarter over Quarter					Nine Months Ended September 30,				Quarter over Quarter
	2018		2017		Change $			Change %		2018		2017		Chg $			Chg %
Home Orders ⁽¹⁾
Home Closing Revenue
Total
Dollars	$	962,796	$	892,703	$	70,093		7.9	%	$	2,478,649	$	2,263,405	$	215,244		9.5	%
Homes ordered	2,358		2,135		223			10.4	%
Homes closed										6,026		5,456		570			10.4	%
Average sales price	$	408.3	$	418.1	$	(9.8	)	(2.3	)%	$	411.3	$	414.8	$	(3.5	)	(0.8	)%
West Region
Arizona
Dollars	$	153,161	$	133,832	$	19,329		14.4	%	$	344,245	$	382,814	$	(38,569	)	(10.1	)%
Homes ordered	459		403		56			13.9	%
Homes closed										1,052		1,139		(87		)	(7.6	)%
Average sales price	$	333.7	$	332.1	$	1.6		0.5	%	$	327.2	$	336.1	$	(8.9	)	(2.6	)%
California
Dollars	$	160,398	$	193,758	$	(33,360	)	(17.2	)%	$	444,796	$	427,095	$	17,701		4.1	%
Homes ordered	219		328		(109		)	(33.2	)%
Homes closed										643		702		(59		)	(8.4	)%
Average sales price	$	732.4	$	590.7	$	141.7		24.0	%	$	691.8	$	608.4	$	83.4		13.7	%
Colorado
Dollars	$	97,095	$	82,095	$	15,000		18.3	%	$	231,523	$	233,377	$	(1,854	)	(0.8	)%
Homes ordered	175		143		32			22.4	%
Homes closed										416		417		(1		)	(0.2	)%
Average sales price	$	554.8	$	574.1	$	(19.3	)	(3.4	)%	$	556.5	$	559.7	$	(3.1	)	(0.6	)%
West Region Totals
Dollars	$	410,654	$	409,685	$	969		0.2	%	$	1,020,564	$	1,043,286	$	(22,722	)	(2.2	)%
Homes ordered	853		874		(21		)	(2.4	)%
Homes closed										2,111		2,258		(147		)	(6.5	)%
Average sales price	$	481.4	$	468.7	$	12.7		2.7	%	$	483.5	$	462.0	$	21.4		4.6	%
Central Region - Texas
Central Region Totals
Dollars	$	279,503	$	251,773	$	27,730		11.0	%	$	707,397	$	637,147	$	70,250		11.0	%
Homes ordered	809		693		116			16.7	%
Homes closed										2,004		1,752		252			14.4	%
Average sales price	$	345.5	$	363.3	$	(17.8	)	(4.9	)%	$	353.0	$	363.7	$	(10.7	)	(2.9	)%
East Region
Florida
Dollars	$	112,670	$	101,560	$	11,110		10.9	%	$	329,156	$	225,674	$	103,482		45.9	%
Homes ordered	263		239		24			10.0	%
Homes closed										761		518		243			46.9	%
Average sales price	$	428.4	$	424.9	$	3.5		0.8	%	$	432.5	$	435.7	$	(3.1	)	(0.7	)%
Georgia
Dollars	$	50,870	$	22,402	$	28,468		127.1	%	$	107,237	$	74,860	$	32,377		43.3	%
Homes ordered	148		69		79			114.5	%
Homes closed										316		223		93			41.7	%
Average sales price	$	343.7	$	324.7	$	19.0		5.9	%	$	339.4	$	335.7	$	3.7		1.1	%
North Carolina
Dollars	$	61,485	$	66,332	$	(4,847	)	(7.3	)%	$	191,129	$	164,596	$	26,533		16.1	%
Homes ordered	157		150		7			4.7	%
Homes closed										488		370		118			31.9	%
Average sales price	$	391.6	$	442.2	$	(50.6	)	(11.4	)%	$	391.7	$	444.9	$	(53.2	)	(12.0	)%
South Carolina
Dollars	$	28,674	$	25,538	$	3,136		12.3	%	$	72,611	$	75,085	$	(2,474	)	(3.3	)%
Homes ordered	80		72		8			11.1	%
Homes closed										211		217		(6		)	(2.8	)%
Average sales price	$	358.4	$	354.7	$	3.7		1.0	%	$	344.1	$	346.0	$	(1.9	)	(0.5	)%
Tennessee
Dollars	$	18,940	$	15,413	$	3,527		22.9	%	$	50,555	$	42,757	$	7,798		18.2	%
Homes ordered	48		38		10			26.3	%
Homes closed										135		118		17			14.4	%
Average sales price	$	394.6	$	405.6	$	(11.0	)	(2.7	)%	$	374.5	$	362.3	$	12.1		3.3	%
East Region Totals
Dollars	$	272,639	$	231,245	$	41,394		17.9	%	$	750,688	$	582,972	$	167,716		28.8	%
Homes ordered	696		568		128			22.5	%
Homes closed										1,911		1,446		465			32.2	%
Average sales price	$	391.7	$	407.1	$	(15.4	)	(3.8	)%	$	392.8	$	403.2	$	(10.3	)	(2.6	)%



	Three Months Ended September 30,				Quarter over Quarter
	2018		2017		Change $			Change %
Home Orders ⁽¹⁾
Total
Dollars	$	715,089	$	765,027	$	(49,938	)	(6.5	)%
Homes ordered	1,828		1,874		(46		)	(2.5	)%
Average sales price	$	391.2	$	408.2	$	(17.0	)	(4.2	)%
West Region
Arizona
Dollars	$	112,185	$	116,757	$	(4,572	)	(3.9	)%
Homes ordered	347		348		(1		)	(0.3	)%
Average sales price	$	323.3	$	335.5	$	(12.2	)	(3.6	)%
California
Dollars	$	67,810	$	124,339	$	(56,529	)	(45.5	)%
Homes ordered	104		200		(96		)	(48.0	)%
Average sales price	$	652.0	$	621.7	$	30.3		4.9	%
Colorado
Dollars	$	84,078	$	55,459	$	28,619		51.6	%
Homes ordered	157		92		65			70.7	%
Average sales price	$	535.5	$	602.8	$	(67.3	)	(11.2	)%
West Region Totals
Dollars	$	264,073	$	296,555	$	(32,482	)	(11.0	)%
Homes ordered	608		640		(32		)	(5.0	)%
Average sales price	$	434.3	$	463.4	$	(29.0	)	(6.3	)%
Central Region - Texas
Central Region Totals
Dollars	$	228,627	$	213,241	$	15,386		7.2	%
Homes ordered	635		593		42			7.1	%
Average sales price	$	360.0	$	359.6	$	0.4		0.1	%
East Region
Florida
Dollars	$	94,089	$	120,243	$	(26,154	)	(21.8	)%
Homes ordered	231		269		(38		)	(14.1	)%
Average sales price	$	407.3	$	447.0	$	(39.7	)	(8.9	)%
Georgia
Dollars	$	32,459	$	33,039	$	(580	)	(1.8	)%
Homes ordered	89		102		(13		)	(12.7	)%
Average sales price	$	364.7	$	323.9	$	40.8		12.6	%
North Carolina
Dollars	$	52,434	$	59,976	$	(7,542	)	(12.6	)%
Homes ordered	139		147		(8		)	(5.4	)%
Average sales price	$	377.2	$	408.0	$	(30.8	)	(7.5	)%
South Carolina
Dollars	$	21,448	$	28,449	$	(7,001	)	(24.6	)%
Homes ordered	65		86		(21		)	(24.4	)%
Average sales price	$	330.0	$	330.8	$	(0.8	)	(0.3	)%
Tennessee
Dollars	$	21,959	$	13,524	$	8,435		62.4	%
Homes ordered	61		37		24			64.9	%
Average sales price	$	360.0	$	365.5	$	(5.5	)	(1.5	)%
East Region Totals
Dollars	$	222,389	$	255,231	$	(32,842	)	(12.9	)%
Homes ordered	585		641		(56		)	(8.7	)%
Average sales price	$	380.2	$	398.2	$	(18.0	)	(4.5	)%


(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 as a sales contract until the contingency is removed.



	Nine Months Ended September 30,				Quarter over Quarter
	2018		2017		Chg $			Chg %
Home Orders ⁽¹⁾
Total
Dollars	$	2,595,881	$	2,536,448	$	59,433		2.3	%
Homes ordered	6,436		6,162		274			4.4	%
Average sales price	$	403.3	$	411.6	$	(8.3	)	(2.0	)%
West Region
Arizona
Dollars	$	401,063	$	380,459	$	20,604		5.4	%
Homes ordered	1,222		1,148		74			6.4	%
Average sales price	$	328.2	$	331.4	$	(3.2	)	(1.0	)%
California
Dollars	$	359,907	$	480,694	$	(120,787	)	(25.1	)%
Homes ordered	513		802		(289		)	(36.0	)%
Average sales price	$	701.6	$	599.4	$	102.2		17.1	%
Colorado
Dollars	$	270,991	$	214,532	$	56,459		26.3	%
Homes ordered	498		368		130			35.3	%
Average sales price	$	544.2	$	583.0	$	(38.8	)	(6.7	)%
West Region Totals
Dollars	$	1,031,961	$	1,075,685	$	(43,724	)	(4.1	)%
Homes ordered	2,233		2,318		(85		)	(3.7	)%
Average sales price	$	462.1	$	464.1	$	(1.9	)	(0.4	)%
Central Region - Texas
Central Region Totals
Dollars	$	785,686	$	719,656	$	66,030		9.2	%
Homes ordered	2,210		2,000		210			10.5	%
Average sales price	$	355.5	$	359.8	$	(4.3	)	(1.2	)%
East Region
Florida
Dollars	$	343,293	$	342,754	$	539		0.2	%
Homes ordered	814		791		23			2.9	%
Average sales price	$	421.7	$	433.3	$	(11.6	)	(2.7	)%
Georgia
Dollars	$	125,293	$	88,306	$	36,987		41.9	%
Homes ordered	346		270		76			28.1	%
Average sales price	$	362.1	$	327.1	$	35.1		10.7	%
North Carolina
Dollars	$	168,623	$	187,683	$	(19,060	)	(10.2	)%
Homes ordered	439		440		(1		)	(0.2	)%
Average sales price	$	384.1	$	426.6	$	(42.4	)	(10.0	)%
South Carolina
Dollars	$	80,774	$	76,827	$	3,947		5.1	%
Homes ordered	233		224		9			4.0	%
Average sales price	$	346.7	$	343.0	$	3.7		1.1	%
Tennessee
Dollars	$	60,251	$	45,537	$	14,714		32.3	%
Homes ordered	161		119		42			35.3	%
Average sales price	$	374.2	$	382.7	$	(8.4	)	(2.2	)%
East Region Totals
Dollars	$	778,234	$	741,107	$	37,127		5.0	%
Homes ordered	1,993		1,844		149			8.1	%
Average sales price	$	390.5	$	401.9	$	(11.4	)	(2.8	)%


	Three Months Ended March 31,				Three Months Ended September 30,
	2018		2017		2018		2017
	Ending	Average	Ending	Average	Ending	Average	Ending	Average
Active Communities
Total	253	248.5	256	249.5	264	258.5	250	253.5
West Region
Arizona	37	37.5	42	42.0	44	42.0	40	39.5
California	15	17.5	29	28.5	14	14.5	24	25.0
Colorado	17	14.0	10	10.0	20	19.5	9	9.5
West Region Totals	69	69.0	81	80.5	78	76.0	73	74.0
Central Region - Texas
Central Region Totals	97	94.5	85	82.5	92	91.0	93	92.5
East Region
Florida	28	28.0	32	29.5	30	30.0	29	29.5
Georgia	21	20.0	17	17.0	22	21.0	17	18.0
North Carolina	20	18.5	18	17.5	20	20.0	18	19.0
South Carolina	12	12.5	15	15.0	12	11.5	14	14.0
Tennessee	6	6.0	8	7.5	10	9.0	6	6.5
East Region Totals	87	85.0	90	86.5	94	91.5	84	87.0



	Nine Months Ended September 30,
	2018		2017
	Ending	Average	Ending	Average
Active Communities
Total	264	254.0	250	246.5
West Region
Arizona	44	41.0	40	41.0
California	14	17.0	24	26.0
Colorado	20	15.5	9	9.5
West Region Totals	78	73.5	73	76.5
Central Region - Texas
Central Region Totals	92	92.0	93	86.5
East Region
Florida	30	29.0	29	28.0
Georgia	22	20.5	17	17.0
North Carolina	20	18.5	18	17.5
South Carolina	12	12.5	14	14.5
Tennessee	10	8.0	6	6.5
East Region Totals	94	88.5	84	83.5


	Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017		2018		2017
Cancellation Rates ⁽¹⁾
Total	14	%	12	%	17	%	13	%	14	%	13	%
West Region
Arizona	12	%	13	%	16	%	12	%	13	%	12	%
California	19	%	11	%	30	%	19	%	19	%	14	%
Colorado	8	%	12	%	19	%	8	%	13	%	10	%
West Region Totals	13	%	12	%	19	%	14	%	15	%	13	%
Central Region - Texas
Central Region Totals	16	%	13	%	16	%	14	%	15	%	14	%
East Region
Florida	11	%	13	%	15	%	9	%	11	%	11	%
Georgia	11	%	17	%	30	%	12	%	20	%	16	%
North Carolina	16	%	7	%	11	%	8	%	13	%	8	%
South Carolina	9	%	8	%	11	%	11	%	10	%	11	%
Tennessee	2	%	17	%	14	%	14	%	9	%	13	%
East Region Totals	11	%	12	%	17	%	10	%	13	%	11	%


(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 March 31,				Quarter over Quarter					At September 30,				Quarter over Quarter
	2018		2017		Change $			Change %		2018		2017		Change $			Change %
Order Backlog ⁽¹⁾
Total
Dollars	$	1,482,205	$	1,367,844	$	114,361		8.4	%	$	1,367,006	$	1,408,801	$	(41,795	)	(3.0	)%
Homes in backlog	3,508		3,181		327			10.3	%	3,285		3,333		(48		)	(1.4	)%
Average sales price	$	422.5	$	430.0	$	(7.5	)	(1.7	)%	$	416.1	$	422.7	$	(6.5	)	(1.5	)%
West Region
Arizona
Dollars	$	181,979	$	194,625	$	(12,646	)	(6.5	)%	$	176,843	$	158,988	$	17,855		11.2	%
Homes in backlog	510		551		(41		)	(7.4	)%	496		453		43			9.5	%
Average sales price	$	356.8	$	353.2	$	3.6		1.0	%	$	356.5	$	351.0	$	5.6		1.6	%
California
Dollars	$	223,982	$	215,302	$	8,680		4.0	%	$	138,274	$	207,237	$	(68,963	)	(33.3	)%
Homes in backlog	306		349		(43		)	(12.3	)%	188		331		(143		)	(43.2	)%
Average sales price	$	732.0	$	616.9	$	115.1		18.7	%	$	735.5	$	626.1	$	109.4		17.5	%
Colorado
Dollars	$	157,602	$	168,819	$	(11,217	)	(6.6	)%	$	154,451	$	135,239	$	19,212		14.2	%
Homes in backlog	280		288		(8		)	(2.8	)%	281		224		57			25.4	%
Average sales price	$	562.9	$	586.2	$	(23.3	)	(4.0	)%	$	549.6	$	603.7	$	(54.1	)	(9.0	)%
West Region Totals
Dollars	$	563,563	$	578,746	$	(15,183	)	(2.6	)%	$	469,568	$	501,464	$	(31,896	)	(6.4	)%
Homes in backlog	1,096		1,188		(92		)	(7.7	)%	965		1,008		(43		)	(4.3	)%
Average sales price	$	514.2	$	487.2	$	27.0		5.5	%	$	486.6	$	497.5	$	(10.9	)	(2.2	)%
Central Region - Texas
Central Region Totals
Dollars	$	470,392	$	431,798	$	38,594		8.9	%	$	461,628	$	437,243	$	24,385		5.6	%
Homes in backlog	1,287		1,129		158			14.0	%	1,226		1,179		47			4.0	%
Average sales price	$	365.5	$	382.5	$	(17.0	)	(4.4	)%	$	376.5	$	370.9	$	5.7		1.5	%
East Region
Florida
Dollars	$	196,470	$	152,440	$	44,030		28.9	%	$	211,063	$	233,534	$	(22,471	)	(9.6	)%
Homes in backlog	449		346		103			29.8	%	499		526		(27		)	(5.1	)%
Average sales price	$	437.6	$	440.6	$	(3.0	)	(0.7	)%	$	423.0	$	444.0	$	(21.0	)	(4.7	)%
Georgia
Dollars	$	76,358	$	35,290	$	41,068		116.4	%	$	68,605	$	46,809	$	21,796		46.6	%
Homes in backlog	226		105		121			115.2	%	181		138		43			31.2	%
Average sales price	$	337.9	$	336.1	$	1.8		0.5	%	$	379.0	$	339.2	$	39.8		11.7	%
North Carolina
Dollars	$	107,578	$	96,677	$	10,901		11.3	%	$	74,405	$	110,339	$	(35,934	)	(32.6	)%
Homes in backlog	272		212		60			28.3	%	194		263		(69		)	(26.2	)%
Average sales price	$	395.5	$	456.0	$	(60.5	)	(13.3	)%	$	383.5	$	419.5	$	(36.0	)	(8.6	)%
South Carolina
Dollars	$	42,027	$	40,119	$	1,908		4.8	%	$	43,678	$	42,378	$	1,300		3.1	%
Homes in backlog	113		115		(2		)	(1.7	)%	121		123		(2		)	(1.6	)%
Average sales price	$	371.9	$	348.9	$	23.1		6.6	%	$	361.0	$	344.5	$	16.4		4.8	%
Tennessee
Dollars	$	25,817	$	32,774	$	(6,957	)	(21.2	)%	$	38,059	$	37,034	$	1,025		2.8	%
Homes in backlog	65		86		(21		)	(24.4	)%	99		96		3			3.1	%
Average sales price	$	397.2	$	381.1	$	16.1		4.2	%	$	384.4	$	385.8	$	(1.3	)	(0.3	)%
East Region Totals
Dollars	$	448,250	$	357,300	$	90,950		25.5	%	$	435,810	$	470,094	$	(34,284	)	(7.3	)%
Homes in backlog	1,125		864		261			30.2	%	1,094		1,146		(52		)	(4.5	)%
Average sales price	$	398.4	$	413.5	$	(15.1	)	(3.7	)%	$	398.4	$	410.2	$	(11.8	)	(2.9	)%


(1)	Our backlog represents net sales that have not closed.

Operating Results

Companywide. Home closing revenue increased by ~~10.3%~~9.0% to ~~$728.5~~$877.7 million from ~~1,725~~2,162 closings for the three months ended ~~March 31,~~September 30, 2018 compared to ~~$660.6~~$805.0 million from ~~1,581~~1,969 closings during the same quarter of the prior ~~year, primarily~~year. This increase was driven entirely by a ~~9.1%~~9.8% increase in closing volume. Average sales prices on home closings ~~increased only $4,500 compared~~are continuing to ~~the prior year, as price increases in some markets are being offset by~~decline with a higher percentage of entry-level homes in our closing ~~mix in many markets.~~mix. Home orders ~~also improved 10.4%~~declined by 2.5% to ~~2,358~~1,828 homes valued at ~~$962.8~~$715.1 million in the ~~first~~third quarter of 2018 as compared to ~~2,135~~1,874 homes valued at ~~$892.7~~$765.0 million in the ~~first~~third quarter of 2017. The reduction in orders was partially driven by a decrease in average active communities in California, which has historically delivered an orders pace in excess of the company average which contributed to the reduction in the Companywide orders pace in the third quarter of 2018 to 7.1 homes ordered per average community compared to 7.4 in the comparable 2017 quarter. Although average active community count was higher in the third quarter of 2018 than 2017, the 2018 count included several limited inventory communities near close out which impacted the decline in orders pace. We ended the quarter with ~~253~~264 actively selling communities, ~~down slightly from March 31, 2017 although 3.7%~~a 5.6% increase over prior year.

For the nine months ended September 30, 2018, home closing units and revenue grew by 570 units and $215.2 million for ending home closing revenue of $2.5 billion on 6,026 closings, 9.5% and 10.4% higher, respectively, than ~~December 31,~~the nine month period in 2017. ~~We improved our company-wide~~Orders increased by 274 units and $59.4 million to 6,436 orders ~~pace by 10.5% to 9.5 homes ordered per average community in the first quarter of 2018 compared to 8.6 in the comparable 2017 quarter. Orders pace was the primary driver~~valued at $2.6 billion for the ~~increased order volume~~nine months ended September 30, 2018, 4.4% and ~~units in backlog.~~2.3% increases over prior year, respectively. We ended the quarter with ~~3,508~~3,285 homes in backlog valued at $1.4 billion, reflecting a ~~$114.4~~$41.8 million, or ~~8.4%~~3.0%, ~~increase~~decrease from the third quarter of 2017 driven ~~entirely~~ by ~~volume as~~a 48 unit decline and a 1.5% decrease in average sales ~~prices are beginning to temper~~price as ~~we shift toward~~ a ~~higher~~larger percentage of our backlog is from entry-level ~~homes.~~product.

West. During the ~~first~~third quarter of 2018, the West Region closed ~~600~~777 homes and generated ~~$304.8~~$366.1 million in home closing revenue compared to ~~634~~820 homes and ~~$300.0~~$373.7 million in the ~~first~~third quarter of 2017. The ~~slight increase~~decrease in home closing revenue is due to a ~~7.4%~~5.2% decrease in home closing volume, partially offset by a 3.4% increase in average sales ~~prices, offset by a 5.4%~~price. The reduction in closing volume was primarily related to California which had approximately one-third fewer communities open on average during 2018 compared to 2017. The decline in ~~closings.~~California community count was driven by strong demand that resulted in many communities selling out faster than anticipated in the first half 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 California communities. Despite aour strong shift to first-time buyers in the Region, the higher average sales price in the ~~first~~third quarter of 2018 is the result of ~~a higher percentage of closings from high priced~~several high-priced communities in California ~~and Colorado~~ contributing meaningfully to the closing mix ~~compared~~in 2018 and we expect that sales prices will begin to ~~the prior year.~~temper. The Region ended the ~~first~~third quarter of 2018 with ~~853~~608 orders valued at ~~$410.7~~$264.1 million ~~and a 2.7% increase~~versus 640 homes valued at $296.6 million in ~~average sales prices. Orders per average community~~the third quarter of 2017. The 5.0% reduction in order volume in the West region is also the result of the close out of communities in California, which had the strongest orders pace in the Region ~~improved by 13.8%, nearly offsetting the 14.3% decline in average community count, resulting in only a 2.4% reduction in orders during~~for the first ~~quarter~~and second quarters of ~~2018 compared to 2017. Strong demand has resulted in many communities selling out faster than anticipated driving the decline in community count and orders.~~2018. We opened 11seven communities throughout the Region in the ~~first~~third quarter of 2018 ~~however most of these communities were opened late in the quarter~~ and ~~only minimally contributed to first quarter 2018 orders. We~~we anticipate opening over 20twenty new West Region communities in the next two quarters, with ~~over 60%~~approximately half of those targeted toward the first-time ~~homebuyer where we are experiencing particularly strong demand.~~homebuyer.

Year-to-date results in the West Region were similar to that of the third quarter of 2018. The number and value of homes closed versus prior year declined by 6.5% and 2.2%, respectively, partially offset by a 4.6% increase in average sales price. Orders for the Region declined 3.7% year-to-date which resulted in a 4.1% decline in order value further impacted by a $1,900 decrease in average sales price. Orders pace was flat in the Region for the nine months ended September 30, 2018 compared to the prior year, however both closings and orders were impacted by a 3.9% decline year-to-date in average community count. The Region ended the quarter with ~~1,096~~965 homes in backlog valued at ~~$563.6~~$469.6 million, ~~7.7%~~4.3% and ~~2.6%~~6.4% declines from prior year, respectively, ~~offset slightly by~~with a ~~$27,000 increase~~2.2% decline in average sales price.

Central. In the ~~first~~third quarter of 2018, the Central Region, made up of our Texas markets, closed ~~542~~721 homes and generated ~~$191.7~~$256.3 million in home closing revenue, improvements of ~~9.5%~~11.4% and ~~9.8%~~8.3%, respectively, leading to year-over-year home closing revenue growth of ~~$17.0~~$19.5 million. ~~Orders grew by 16.7%~~For the third quarter of 2018, the Region had 635 orders valued at $228.6 million compared to ~~a total of 809~~593 units valued at ~~$279.5 million for the first quarter of 2018 as compared to 693 units valued at $251.8~~$213.2 million in the prior year ~~period.~~quarter, 7.1% and 7.2% increases, respectively. We continue to see solid demand trends in the Central Region, evidenced by the ~~rising~~year-over-year growth in orders in the ~~first~~third quarter of ~~2018. The~~2018 when compared to a strong third quarter in 2017. Order volume improved ~~order volume is the~~despite a 1.6% decrease in average community count as a result of ~~a 14.5% increase~~the higher orders pace of 7.0 homes per average community compared to 6.4 homes in ~~average communities and 2.4% increase in orders pace.~~the prior year third quarter. We are responding to the entry-level demand in this Region with a strong transition to first-time buyer product offerings ~~resulting~~and we attribute the improved orders pace to that transition. As of September 30, 2018, more than one-third of our communities in the ~~marginally decreasing average sales prices year over year on~~Region target the first-time homebuyer which demonstrated strong demand during the third quarter of 2018 with an orders pace of 8.2 compared to 6.2 for non-entry level communities in the Region.

We also saw overall improvements in the Region for the nine months ended September 30, 2018. Home closings and home closing revenue were up 14.4% and 11.0%, respectively, and orders and ~~backlog. At March 31,~~order value were up year-over-year by 10.5% and 9.2%, respectively. Orders pace and average active communities increased by 3.9% and 6.4%, respectively, for the nine

months ended September 30, 2018 compared to the same period in the prior year. This improvement helped the Region ~~had 1,287~~end the quarter with 1,226 homes in backlog valued at ~~$470.4~~$461.6 million, ~~14.0%~~4.0% and ~~8.9% improvements~~5.6% increases over prior year, respectively.

East. During the three months ended ~~March 31,~~September 30, 2018, the East Region generated the largest increase in closing volume and revenue ~~compared to the same period~~ in the ~~prior year. The Region contributed 583~~Company delivering 664 closings and ~~$232.0~~$255.3 million in home closing revenue, ~~in the first quarter of 2018,~~ improvements of ~~29.0%~~32.3% and ~~24.8%~~31.3%, respectively, from the same period in 2017. The increase in closing volume was partially offset ~~with~~by a ~~3.2%, or $13,300,~~$3,000 decrease in average sales price resulting from our transition to offering more entry-level product. Orders and order volume in the East region declined by 8.7% and 12.9%, respectively, for the third quarter of 2018 with 585 units valued at $222.4 million compared to 641 units valued at $255.2 million in the prior year. The reduction in orders is primarily due to a 13.5% decline in orders pace partially offset by a 5.2% increase in average active communities. Third quarter orders in the Region were negatively impacted by weather as several of our markets were impacted by hurricane preparations in September which effectively shut down sales offices in certain locations for almost two weeks. In addition, orders were 14.1% lower in our Florida market in the third quarter of 2018 compared to the prior year primarily related to the sell-out of several high volume communities that were meaningful contributors to our 2017 results. Simplifying our business and improving our buyers' experiences through a strategic shift to product and communities that appeal to the first-time buyer. In the first quarter of 2018, orders pace in the East Region improved by 24.2% which we believe demonstrates the desirability of our updated plan offerings in newer community locations. Simplifying our business and improving our buyers' experiencesbuyer has been a key strategic focus for us and we believe our ~~order improvements~~results are reflective of that. ~~Order~~

The year-to-date results of the East Region were similar to those of the third quarter, with 32.2% and 28.8% improvements in closing volume ~~increased by 22.5%~~and revenue, respectively, compared to 2017 providing 1,911 closings and $750.7 million in home closing revenue for the ~~same~~nine month period ~~in the prior year which led~~ending September 30, 2018. The number and value of orders also improved by 8.1% and 5.0%, respectively, due to a ~~17.9%~~6.0% increase in ~~order value, ending~~average active communities and a 1.8% increase orders pace for the ~~first~~nine months ended September 30, 2018 compared to prior year. The Region ended the third quarter of 2018 with ~~696~~1,094 units ~~valued at $272.6 million. Backlog units and value improved in the Region by 30.2% and 25.5%, respectively, to end the quarter with 1,125 homes~~ in backlog valued at ~~$448.3 million.~~$435.8 million, 4.5% and 7.3% decreases compared to the third quarter of 2017.

Land Closing Revenue and Gross (Loss)/Profit

From time to time, we may sell certain lots or 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 ~~$14.0~~$6.8 million and ~~$12.2~~$0.6 million for the three months ending ~~March 31,~~September 30, 2018 and 2017, respectively, and $26.0 million and $16.9 million for the nine months ended September 30, 2018 and 2017, respectively. We recognized a ~~net~~ loss of ~~$1.2 million from the sale of various land parcels~~$75,000 in the ~~first~~third quarter of ~~2018. The net~~2018 compared to a loss ~~was primarily due to~~of $1.1 million in the ~~sale of a previously mothballed community in California. The first~~third quarter of ~~2017 generated~~2017. Year to date land sales in 2018 resulted in a ~~net profit of $2.5~~$2.0 million ~~primarily related~~loss as compared to a $1.4 million gain in the ~~sale of a single parcel of land in California.~~prior year.

Other Operating Information (dollars in thousands)


	Three Months Ended March 31,								Three Months Ended September 30,								Nine Months Ended September 30,
	2018				2017				2018				2017				2018				2017
	Dollars		Percent of Home Closing Revenue		Dollars		Percent of Home Closing Revenue		Dollars		Percent of Home Closing Revenue		Dollars		Percent of Home Closing Revenue		Dollars		Percent of Home Closing Revenue		Dollars		Percent of Home Closing Revenue
Home Closing Gross Profit ⁽¹⁾
Total	$	124,330	17.1	%	$	107,268	16.2	%	$	158,592	18.1	%	$	145,658	18.1	%	$	442,437	17.8	%	$	393,836	17.4	%

West	$	50,205	16.5	%	$	48,505	16.2	%	$	65,796	18.0	%	$	67,225	18.0	%	$	179,631	17.6	%	$	181,692	17.4	%

Central	$	36,276	18.9	%	$	33,276	19.0	%	$	51,157	20.0	%	$	49,746	21.0	%	$	139,929	19.8	%	$	128,878	20.2	%

East	$	37,849	16.3	%	$	25,487	13.7	%	$	41,639	16.3	%	$	28,687	14.7	%	$	122,877	16.4	%	$	83,266	14.3	%

(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 model complex costs and architectural, legal and zoning costs), interest, sales tax, impact fees, warranty, construction overhead and closing costs.

Companywide. Home closing gross margin for the ~~first~~third quarter of 2018 ~~improved 90 basis points over~~remained flat with the same prior year period, and combined with higher home closing revenue, resulted in a ~~$17.1~~$12.9 million increase in home closing gross profit. With improved demand and pricing power and the ~~roll-out~~introduction of new, efficient product in the East region where our most notable

improvements are, we have been successful in ~~minimizing~~mitigating the impact of rising labor and commodity costs, particularly lumber. Margin growth has been a key initiative for us and we have had success managing price increases while also ensuring we are competitively priced to appeal to homebuyers. Third quarter 2018 gross margin includes a $2.6 million charge incurred to terminate a purchase agreement for land put under contract several years ago in California that is no longer consistent with our strategy. Gross margin adjusted for this charge was 18.4%, a 10 basis point improvement over prior period when adjusted for similar charges totaling $1.8 million and ~~construction costs and improving our leverage~~reflects a 10 basis point improvement from the second quarter of ~~construction overhead costs on~~2018. For the nine months ended September 30, 2018, home closing gross margin improved by 40 basis points which, combined with higher revenues, increased ~~revenues.~~home closing gross profit by $48.6 million over the 2017 period.

West. Our West Region ~~reported higher year-over-year~~maintained an 18.0% home closing gross margin for the ~~first~~third quarter of 2018, ~~of 16.5% compared~~flat with the 2017 period and a 20 basis point increase to ~~16.2% in 2017.~~17.6% versus 17.4% for the nine months ended September 30, 2018 and 2017, respectively. We are makingconcerted efforts to maximize margins in the Region and have been successful with raising average sales prices in ~~certain~~most markets to offset ~~land and labor~~ cost increases. Higher closing volume and simplified product, particularly in markets with a fast paced, entry-level focus, have helped us gain cost efficiencies and leverage construction overhead costs, improving home closing gross margin. Another contributor to the increase in homeHome closing gross margin infor the ~~first~~third quarter of 2018 ~~stems from~~would have increased by 70 basis points to 18.7% after adjusting for the ~~close out~~impact of ~~several low-margin communities that contributed a lower percentage of closings~~the $2.6 million in contract termination costs mentioned previously. There were no comparable charges in the ~~first~~third quarter of ~~2018 compared to~~ the prior year ~~period.~~in the Region. The West Region has benefited from the pivot to entry-level product which simplifies our product, generating construction and cost efficiencies.

Central. The Central Region produced the highest home closing gross margin in the company during the ~~first~~third quarter of 2018. Home closing gross margin of ~~18.9%~~20.0% for the ~~first three months of~~quarter ending September 30, 2018 was ~~nearly consistent with 19.0%~~down compared to 21.0% in the prior ~~year,~~year. Year to date, the ~~slight~~Region experienced similar results with a 40 basis point decline ~~is attributable~~ to 19.8% from 20.2% in the ~~mix of closings.~~prior year. We were largely successful in maintaining pricing in alignment with labor, construction and land cost increases. ~~We continue to respond~~The dip in margins during the three and nine months ended September 30, 2018 was due to the ~~first-time buyer demand~~close out of a handful of communities with above-average margins that provided a higher volume of closings in the Region and anticipate margin improvement as we open communities tailored to this segment that combine a streamlined construction process that enables cost control with the opportunity to leverage overhead costs with increased absorptions.prior year.

East. The East Region experienced a ~~260~~160 basis point improvement in year-over-year home closing gross margin in the three months ended ~~March 31,~~September 30, 2018 of 16.3% versus ~~13.7%~~14.7% for the ~~same period~~comparable 2017 period. Gross margin in ~~2017. This increase is largely due~~the third quarter of 2017 was negatively impacted by 90 basis points related to $1.6 million in impairment and terminated project charges resulting in a 70 basis point improvement year-over-year with no such charges during the 2018 period. As a direct result of our strategic initiatives to improve profitability, we have experienced margin improvement throughout the Region as communities with our new product offerings begin to contribute more materially to the closing mix. The higher volume of closings and associated revenue in the Region ~~that~~ helped leverage construction overhead costs ~~combined with our newly introduced product offerings contributing~~ to ~~our closing volume. We expect~~further improve margins. Similar to third quarter results, year-to-date home closing gross margin ~~to continue to improve as communities with our new product contribute a higher percentage of our closing mix in the Region. Margins in the first quarter of 2018 were positively impacted 60~~also achieved significant growth, improving by 210 basis points ~~from a one-time recovery related~~ to ~~Chinese drywall costs incurred~~16.4% in prior periods. Another contributor to the year-over-year increase is that the first quarter of 2017 was negatively impacted by asset write-offs associated with terminated land purchase contracts with no similar charges2018 versus 14.3% in ~~the first quarter of 2018.~~2017.

Financial Services Profit (in thousands)

Three Months Ended March 31,
2018 2017
Financial services profit $ 4,220
$ 4,290



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Financial services profit	$	6,321	$	5,514	$	16,192	$	15,361

Financial services profit represents the net profit of our financial services operations, including the operating profit generated by our wholly-owned title company, Carefree Title, as well as our portion of earnings from a mortgage joint venture.~~The~~ Financial services profit ~~remained consistent despite a~~improved year over year due to higher closing ~~volume due to a decline in the capture rate of homebuyers by our mortgage joint venture.~~volume.

Selling, General and Administrative Expenses and Other Expenses ($ in thousands)


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017			2018			2017
Commissions and other sales costs
Dollars	$	(52,752	)	$	(48,320	)	$	(60,282	)	$	(55,845	)	$	(173,857	)	$	(158,866	)
Percent of home closing revenue	7.2		%	7.3		%	6.9		%	6.9		%	7.0		%	7.0		%
General and administrative expenses
Dollars	$	(30,893	)	$	(29,622	)	$	(35,906	)	$	(31,636	)	$	(101,004	)	$	(90,849	)
Percent of home closing revenue	4.2		%	4.5		%	4.1		%	3.9		%	4.1		%	4.0		%
(Loss)/earnings from other unconsolidated entities, net
Earnings/(loss) from other unconsolidated entities, net
Dollars	$	(46	)	$	373		$	894		$	(91	)	$	692		$	852
Interest expense
Dollars	$	(136	)	$	(825	)	$	(53	)	$	(1,116	)	$	(233	)	$	(3,561	)
Other income, net
Dollars	$	5,371		$	1,110		$	1,918		$	2,028		$	9,223		$	5,218
Provision for income taxes
Dollars	$	(5,010	)	$	(13,197	)	$	(17,274	)	$	(20,905	)	$	(39,631	)	$	(55,727	)

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 $4.4 million for the three months ended ~~March 31,~~September 30, 2018 versus 2017 and increased $15.0 million year to date as a result of increased closing volume. As a percentage of home closing revenue, commissions and other sales costs ~~declined by 10 basis points to 7.2%~~were flat at 6.9% and 7.0%, respectively, during the three and nine months ended ~~March 31,~~September 30, 2018 ~~as we continue to focus on leveraging these costs with increasing revenue.~~and in the prior year periods.

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 three months ended ~~March 31,~~September 30, 2018, general and administrative expenses were ~~$30.9~~$35.9 million as compared to ~~$29.6~~$31.6 million for the 2017 period. As a percentage of home closing revenue, these costs ~~decreased 30~~increased 20 basis points for the three month period ending ~~March 31,~~September 30, 2018 to ~~4.2%. This improved leverage is~~4.1%, primarily ~~attributable~~the result of charges incurred to maintain self insurance reserves for health care benefits for our employees, to accelerate the ~~additional~~reconfiguration of our design studios for our move-up communities and to roll-out new technology for our entry-level sales centers. For the nine months ended September 30, 2018 and 2017, general and administrative costs increased to 4.1% of home closing revenue, ~~in 2018 over 2017.~~a 10 basis point increase from the prior year period for the same reasons noted for the third quarter. We continually strive to optimize overhead leverage through cost control efforts at both the corporate and divisional levels.

Earnings/(Loss)~~/Earnings~~ from Other Unconsolidated Entities, Net. ~~Earnings~~Earnings/(loss) 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 ventures' 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 ventures' financial statements provided to us. The three-month period ended ~~March 31,~~September 30, 2018 reported earnings of $0.9 million compared to a slight loss of ~~$46,000 due to general and administrative expenses in a recently formed joint venture compared to earnings of $0.4~~$0.1 million in the respective 2017 ~~period related to land sales recorded in our land joint ventures.~~period. The nine-month periods ended September 30, 2018 and 2017 reported earnings of $0.7 million and $0.9 million, respectively.

Interest Expense. Interest expense is comprised of interest incurred, but not capitalized, on our senior notes, ~~prior Convertible Notes,~~ other borrowings, and our amended and restated unsecured revolving credit facility ("Credit Facility"). ~~Interest~~Despite a higher amount of interest incurred, interest expense decreased year over year in the ~~first~~third quarter to ~~$0.1 million~~$53,000 in 2018 compared to ~~$0.8~~$1.1 million in 2017 due to a higher balance of inventory that qualifies for interest capitalization. We experienced similar declines in year to date interest expense with $0.2 million in 2018 compared to $3.6 million in the prior year.

Other Income, Net. Other income, net, primarily consists of (i) sublease income, (ii) interest earned on our cash and cash equivalents, and (iii) payments and awards related to legal settlements. Beginning in 2018, forfeited homebuyer deposits are reflected in Home closing revenue resulting from the adoption of ASU 2014-09. These are reflected as Other income, net in 2017 results. For the three months ended September 30, 2018, Other income, net was ~~favorably impacted~~flat with the prior year at $1.9 million versus $2.0 million in 2017. For the nine months ended September 30, 2018, Other income, net was $9.2 million compared to

$5.2 million in the ~~first quarter of~~2017 period. Year to date 2018 ~~as a result of receiving~~results reflect a $4.8 million favorable settlement from long-standing litigation related to a previous joint venture in Nevada.

Income Taxes. Our effective tax rate was ~~10.2%~~24.2% and ~~35.9%~~32.9% for the three months ended ~~March 31,~~September 30, 2018 and 2017, respectively, and 20.7% and 34.1% for the nine months ended September 30, 2018 and 2017, respectively. The reduced ~~rate~~rates in ~~the first quarter of~~ 2018 ~~was~~are due to lower corporate rates under tax ~~reform and~~reform. In addition, the year-to-date rate was ~~additionally~~favorably impacted by the ~~President signing~~enactment of the Bipartisan Budget Act of 2018 in February 2018, which included a retroactive extension of the Internal Revenue Code §45L new energy efficient homes credit, which had previously expired in 2016. This extension provision provides for a single year extension of energy tax credits for homes sold in 2017 that meet the qualification criteria. ~~Under~~In accordance with ASC 740, the effects of these tax credits were recorded in the first quarter of 2018, based on the date of enactment, regardless of the retroactive treatment. Our tax rate was favorably impacted in 2017 by the homebuilding manufacturing deduction, which was eliminated under tax reform for 2018.

Liquidity and Capital Resources

Overview

Our principal uses of capital in the first ~~three~~nine months of 2018 were acquisition and development of new and strategic lot positions, operating expenses, home construction and the payment of routine liabilities. We used funds generated by operations, ~~our new senior notes,~~ and borrowings under our Credit Facility to meet our short-term working capital ~~requirements and~~requirements. In addition, in the first nine months of 2018 we used the net proceeds of 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 ~~three~~nine months ended ~~March 31,~~September 30, 2018, ~~and March 31, 2017,~~net cash provided by operations totaled $73.7 million compared to net cash used inby operations ~~totaled $17.3~~of $174.4 million ~~and $84.8 million, respectively.~~for the nine months ended September 30, 2017. Operating cash flows in 2018 and 2017 benefited from cash generated by net earnings of ~~$43.9~~$151.8 million and ~~$23.6~~$107.7 million, respectively, offset mainly by increases in real estate of ~~$87.7~~$161.8 million and ~~$89.2~~$336.1 million, respectively, reflecting ~~increased land and~~ land development and home construction spending.

Investing Cash Flow Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, net cash used in investing activities totaled ~~$6.4~~$23.6 million as compared to ~~$3.2~~$10.9 million for the same period in 2017. Cash used in investing activities in the first ~~three~~nine months of 2018 and 2017 is mainly attributable to the purchases of property and equipment of ~~$6.4~~$23.8 million and ~~$3.2~~$12.0 million for the 2018 and 2017 periods, respectively.

Financing Cash Flow Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, net cash used in financing activities totaled $15.0 million as compared to net cash provided by financing activities ~~totaled $25.5 million as compared to $42.0~~of $168.8 million for the same period in 2017. The net cash ~~provided by~~used in financing activities in 2018 ~~is primarily~~reflects the ~~result~~$175.0 million repayment of ~~$206.0~~our 4.50% senior notes along with the repurchase of $29.4 million of our common stock offset by $202.8 million in net proceeds received from our 6.00% bond ~~issuance offset partially by the $175.0 million repayment of our 4.50% senior notes.~~issuance. Our 2017 results were mainly attributable to ~~$45.0~~$296.0 million in net proceeds received from our ~~Credit Facility~~5.125% bond issuance offset partially ~~offset~~ by ~~$3.0 million in payments~~the redemption of ~~loans payable and other borrowings.~~

our Convertible Notes.

Overview of Cash Management

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 not recognized in our statement of operations 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, we are currently actively acquiring and developing lots in our markets to maintain and grow our lot supply and active community count. We are also using our cash on hand 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. We expect future cash needs to begin to moderate and for cash generated from on-going operations to support our expected growth.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we closed ~~1,725~~6,026 homes, purchased about ~~2,700~~6,700 lots for ~~$112.0~~$296.5 million, spent ~~$84.9~~$296.7 million on land development and started construction on ~~2,112~~7,081 homes. We primarily purchase undeveloped land or partially-finished lots 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 the ~~first~~third quarter of 2018 with ~~$172.6~~$205.8 million of cash and cash equivalents, ~~a $1.8~~an increase of $35.0 million ~~increase~~ from December 31, 2017.

We expect to generate cash from the sale of our inventory, but we intend to redeploy that cash to acquire and develop strategic and well-positioned lots to grow our business. We believe that we currently have strong 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 additional capital may be in the form of equity or debt financing and may be from a variety of sources. 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 engage in opportunistic repurchases of our common stock in open market or privately-negotiated transactions as well as repurchase our outstanding senior notes.

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. 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 market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The share repurchase program may be modified, suspended or discontinued at any time. The Company intends to retire any shares repurchased. In the nine months ended September 30, 2018, we purchased and retired 685,997 shares of our common stock at an aggregate purchase price of $29.4 million and as of September 30, 2018, $70.6 million remained available under this program.

In June 2018, we entered into an amendment to our Credit Facility, ~~has been amended from time to time to,~~which among other things, ~~increase~~increased the ~~aggregate commitment to~~total commitments available from $625.0 million ~~initially consisting~~to $780.0 million and extended the maturity date of $565 million of Class A commitments maturing in July 2021 and $60.0 million of Class B commitments maturing in July 2019. In January 2018, the sole Class B commitment lender assigned all of its rights and obligations under the Credit Facility from July 2021 to another lender. Subsequent to such assignment, the new lender converted the entire $60.0 million Class B commitment to a Class A commitment. As a result, the entire $625.0 million aggregate commitment now matures in July ~~2021. The Credit Facility has an accordion feature that permits the size of the facility to increase to a maximum of $725.0 million.~~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 ~~March 31,~~June 30, 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 unaudited consolidated financial statements.

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):


	As of						As of
	March 31, 2018			December 31, 2017			September 30, 2018			December 31, 2017
Notes payable and other borrowings	$	1,311,348		$	1,283,804		$	1,311,723		$	1,283,804
Stockholders’ equity	1,625,332			1,576,825			1,712,484			1,576,825
Total capital	$	2,936,680		$	2,860,629		$	3,024,207		$	2,860,629
Debt-to-capital ⁽¹⁾	44.7		%	44.9		%	43.4		%	44.9		%
Notes payable and other borrowings	$	1,311,348		$	1,283,804		$	1,311,723		$	1,283,804
Less: cash and cash equivalents	(172,552		)	(170,746		)	(205,762		)	(170,746		)
Net debt	1,138,796			1,113,058			1,105,961			1,113,058
Stockholders’ equity	1,625,332			1,576,825			1,712,484			1,576,825
Total net capital	$	2,764,128		$	2,689,883		$	2,818,445		$	2,689,883
Net debt-to-capital ⁽²⁾	41.2		%	41.4		%	39.2		%	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 ~~and convertible senior~~ notes, ~~(if applicable),~~ 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.

We have never declared cash dividends, nor do we intend to declare cash dividends in the foreseeable future. We plan to retain our cash to finance the continuing development of the business. Future cash dividends, if any, will depend upon financial condition, results of operations, capital requirements, statutory requirements, compliance with certain restrictive debt covenants, as well as other factors considered relevant by our Board of Directors.

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 ~~$987.4 million~~$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 than our consolidated interest incurred during the trailing 12 months. We were in compliance with all Credit Facility covenants as of ~~March 31,~~September 30, 2018. Our actual financial covenant calculations as of ~~March 31,~~September 30, 2018 are reflected in the table below.



Financial Covenant (dollars in thousands):	Covenant Requirement	Actual
Minimum Tangible Net Worth	> ~~$1,069,186~~$1,164,422	$~~1,586,334~~1,672,781
Leverage Ratio	< 60%	~~39%~~37%
Interest Coverage Ratio ⁽¹⁾	> 1.50	~~4.54~~4.66
Minimum Liquidity ⁽¹⁾	> ~~$82,019~~$84,634	$~~702,195~~909,593
Investments other than defined permitted investments	< ~~$475,901~~$501,834	$~~16,441~~16,294


(1)	We are required to meet either the Interest Coverage Ratio or Minimum Liquidity, but not both.

Off-Balance Sheet Arrangements

Reference is made to Notes 1, 3, 4, and 15 in the accompanying ~~Notes~~notes to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, which 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.

Seasonality

Historically, we have experienced seasonal variations in our quarterly operating results and capital requirements. We typically take orders for 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 seasonally higher deliveries in the second half of the year. We expect this seasonal pattern to continue over the long term.

Recently Issued Accounting Pronouncements

See Note 1 to our unaudited consolidated financial statements included in this report for discussion of recently issued accounting standards.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Our fixed rate debt is made up primarily of $1.3 billion in principal 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 and access the capital markets to issue new debt. Our Credit Facility is subject to interest rate changes as the borrowing rates are based on LIBOR or ~~PRIME~~Prime (see Note 5 in the accompanying notes to the unaudited consolidated financial statements included in this Form 10-Q).

Our operations are interest rate sensitive. As overall housing demand is adversely affected by increases in interest rates, a significant 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. We do not enter into, or intend to enter into, derivative financial instruments for trading or speculative purposes.



Item 4.	Controls and Procedures

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have developed and implemented disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in ~~Securities~~ Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on such evaluation, management has concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that information that is required to be disclosed in the reports we file or submit under the ~~Securities~~ Exchange Act ~~of 1934 (the “Exchange Act”)~~ is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

During the fiscal quarter covered by this Form 10-Q, there has not been any change in our internal control over financial reporting that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION



Item 1.	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 for which we have approximately $377,000 of total reserves.~~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 $479,000 of total reserves not related to warranty or construction defect matters. See Note 1 and Note 15 of the accompanying unaudited 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.

As of December 31, 2017, we were involved in a unique personal injury matter originally filed on July 2, 2013 in the Circuit Court of the Ninth Judicial Circuit in Orange County, Florida that was based on a claim of negligent security in one of our communities (Marcela Borges vs. Meritage Homes of Florida, Inc.). This matter went to jury trial in the first quarter of 2018 and and the jury returned a total defense ruling in our favor.

~~Since 2010, we have been 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 1A.	Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed below and as discussed in Part I, Item ~~1A.~~IA. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017, which could materially affect our business, financial condition or future results. The risks described below and in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially adversely affect our business, financial condition and/or operating results.

Legislation related to tariffs could increase the cost to construct our homes.

Government imposed tariffs on imported building supplies such as lumber could significantly increase the cost to construct our homes. Such cost increases limit our ability to control costs, potentially reducing margins on the homes we build if we are not able to successfully offset the increased costs through higher sales prices.



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On July 23, 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. 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 of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The share repurchase program may be modified, suspended or discontinued at any time. As of September 30, 2018 there was $70.6 million available under this program to repurchase shares.

A summary of the Company's repurchase activity for the three months ended September 30, 2018 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
July 1, 2018 - July 31, 2018	96,764	$	42.72	96,764	$	95,866,526
August 1, 2018 - August 31, 2018	543,835	$	42.80	543,835	$	72,592,822
September 1, 2018 - September 30, 2018	45,398	$	42.86	45,398	$	70,646,843
Total	685,997			685,997



Item 6.	Exhibits



Exhibit Number	Description	Page or Method of Filing
3.1	Restated Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002

3.1.1	Amendment to Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004

3.1.2	Amendment to Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Appendix A of the Proxy Statement for the Registrant's 2006 Annual Meeting of Stockholders

3.1.3	Amendment to Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Appendix B of Proxy Statement for the Registrant's 2008 Annual Meeting of Stockholders

3.1.4	Amendment to Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Appendix A of the Definitive Proxy Statement filed with the Securities and Exchange Commission on January 9, 2009

3.2	Amended and Restated Bylaws of Meritage Homes Corporation	Incorporated by reference to Exhibit 3.1 of Form 8-K dated May 10, 2017

~~10.1~~	~~Registration Rights Agreement relating to 6.00% Senior Notes due 2025~~	~~Incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 16, 2018~~

~~10.2~~	~~Steve Hilton - Notice of Additional LTI Opportunity and Additional Restricted Stock Unit Award~~	~~Incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 26, 2018~~

~~10.3~~	~~Tim White - Notice of Approved 2018 Compensation~~	~~Incorporated by reference to Exhibit 10.2 of Form 8-K filed on March 26, 2018~~

~~10.4~~	~~Hilla Sferruzza - Notice of Approved 2018 Compensation~~	~~Incorporated by reference to Exhibit 10.3 of Form 8-K filed on March 26, 2018~~

~~10.5~~	~~Philippe Lord - Notice of Approved 2018 Compensation~~	~~Incorporated by reference to Exhibit 10.4 of Form 8-K filed on March 26, 2018~~

~~10.6~~	~~Javier Feliciano - Notice of Approved 2018 Compensation~~	~~Incorporated by reference to Exhibit 10.5 of Form 8-K filed on March 26, 2018~~

31.1	Rule 13a-14(a)/15d-14(a) Certification of Steven J. Hilton, Chief Executive Officer	Filed herewith

31.2	Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer	Filed herewith

32.1	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer	Furnished herewith

101.0	The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q for the three and ~~three~~nine months ended ~~March 31,~~September 30, 2018 were formatted in XBRL (Extensible Business Reporting Language); (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




	MERITAGE HOMES CORPORATION, a Maryland Corporation

By:	/s/ HILLA SFERRUZZA
	Hilla Sferruzza Chief Financial Officer and Chief Accounting Officer (Duly Authorized Officer and Principal Financial Officer)

Date:	~~April 30,~~October 29, 2018

INDEX OF EXHIBITS



3.1		Restated Articles of Incorporation of Meritage Homes Corporation

3.1.1		Amendment to Articles of Incorporation of Meritage Homes Corporation

3.1.2		Amendment to Articles of Incorporation of Meritage Homes Corporation

3.1.3		Amendment to Articles of Incorporation of Meritage Homes Corporation

3.1.4		Amendment to Articles of Incorporation of Meritage Homes Corporation

3.2		Amended and Restated Bylaws of Meritage Homes Corporation

~~10.1~~		~~Registration Rights Agreement relating to 6.00% Senior Notes due 2025~~

~~10.2~~		~~Steve Hilton - Notice of Additional LTI Opportunity and Additional Restricted Stock Unit Award~~

~~10.3~~		~~Tim White - Notice of Approved 2018 Compensation~~

~~10.4~~		~~Philippe Lord - Notice of Approved 2018 Compensation~~

~~10.5~~		~~Hilla Sferruzza - Notice of Approved 2018 Compensation~~

~~10.6~~		~~Javier Feliciano - Notice of Approved 2018 Compensation~~

31.1		Rule 13a-14(a)/15d-14(a) Certification of Steven J. Hilton, Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

101.0		The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q for the three and ~~three~~nine months ended ~~March 31,~~September 30, 2018 were formatted in XBRL (Extensible Business Reporting Language); (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements.

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