UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q 
(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20182019
OR 
¨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
 
 mhlogo1linetaga12.jpg
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 FormalFormer 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 filerýAccelerated 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, 2018: 40,643,51325, 2019: 38,264,142


MERITAGE HOMES CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 20182019
TABLE OF CONTENTS
 
  
PART I. FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
 
Unaudited Consolidated Balance Sheets as of March 31, 20182019 and December 31, 20172018
3
 
Unaudited Consolidated Income Statements for the Three Months Ended March 31, 20182019 and 20172018
4
 
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20182019 and 20172018
5
 
Notes to Unaudited Consolidated Financial Statements
6
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
3635
 
Item 4. Controls and Procedures
3635
 
PART II. OTHER INFORMATION
 
 
Item 1. Legal Proceedings
3736
 
Item 1A. Risk Factors
3736
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
3736
 
Items 3-5. Not Applicable 
 
Item 6. Exhibits
3837
 
SIGNATURES
3938
 
INDEX OF EXHIBITS
3938
 






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 March 31, 2019 December 31, 2018
Assets        
Cash and cash equivalents $172,552
 $170,746
 $327,499
 $311,466
Other receivables 74,380
 79,317
 79,990
 77,285
Real estate 2,802,798

2,731,380
 2,744,578

2,742,621
Real estate not owned 38,864
 38,864
Deposits on real estate under option or contract 52,539
 59,945
 44,827
 51,410
Investments in unconsolidated entities 16,441
 17,068
 15,661
 17,480
Property and equipment, net 49,761
 33,631
 53,798
 54,596
Deferred tax asset 35,269
 35,162
 25,939
 26,465
Prepaids, other assets and goodwill 84,560
 85,145
 103,575
 84,156
Total assets $3,327,164
 $3,251,258
 $3,395,867
 $3,365,479
Liabilities        
Accounts payable $140,557
 $140,516
 $124,562
 $128,169
Accrued liabilities 181,188

181,076
 189,763

177,862
Home sale deposits 33,761
 34,059
 29,171
 28,636
Liabilities related to real estate not owned 34,978
 34,978
Loans payable and other borrowings 16,854
 17,354
 13,785
 14,773
Senior notes, net 1,294,494
 1,266,450
 1,295,515
 1,295,284
Total liabilities 1,701,832
 1,674,433
 1,652,796
 1,644,724
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 March 31, 2019 and December 31, 2018 —
 —
Common stock, par value $0.01. Authorized 125,000,000 shares; 38,264,142 and 38,072,659 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively 383
 381
Additional paid-in capital 589,791
 584,578
 498,683
 501,781
Retained earnings 1,035,135
 991,844
 1,244,005
 1,218,593
Total stockholders’ equity 1,625,332
 1,576,825
 1,743,071
 1,720,755
Total liabilities and stockholders’ equity $3,327,164
 $3,251,258
 $3,395,867
 $3,365,479
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 March 31,
 2018 2017 2019 2018
Homebuilding:        
Home closing revenue $728,532
 $660,617
 $698,650
 $728,532
Land closing revenue 14,032
 12,155
 9,495
 14,032
Total closing revenue 742,564
 672,772
 708,145
 742,564
Cost of home closings (604,202) (553,349) (582,188) (604,202)
Cost of land closings (15,242) (9,660) (9,129) (15,242)
Total cost of closings (619,444) (563,009) (591,317) (619,444)
Home closing gross profit 124,330
 107,268
 116,462
 124,330
Land closing gross (loss)/profit (1,210) 2,495
Land closing gross profit/(loss) 366
 (1,210)
Total closing gross profit 123,120
 109,763
 116,828
 123,120
Financial Services:        
Revenue 3,048
 2,944
 3,228
 3,048
Expense (1,484) (1,379) (1,504) (1,484)
Earnings from financial services unconsolidated entities and other, net 2,656
 2,725
 2,978
 2,656
Financial services profit 4,220
 4,290
 4,702
 4,220
Commissions and other sales costs (52,752) (48,320) (52,555) (52,752)
General and administrative expenses (30,893) (29,622) (33,566) (30,893)
(Loss)/earnings from other unconsolidated entities, net (46) 373
Interest expense (136) (825) (4,085) (136)
Other income, net 5,371
 1,110
 1,046
 5,325
Earnings before income taxes 48,884
 36,769
 32,370
 48,884
Provision for income taxes (5,010) (13,197) (6,958) (5,010)
Net earnings $43,874
 $23,572
 $25,412
 $43,874
Earnings per common share:        
Basic $1.08
 $0.59
 $0.66
 $1.08
Diluted $1.07
 $0.56
 $0.65
 $1.07
Weighted average number of shares:        
Basic 40,488
 40,178
 38,215
 40,488
Diluted 41,140
 42,808
 38,849
 41,140
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, Three Months Ended March 31,
 2018 2017 2019 2018
Cash flows from operating activities:        
Net earnings $43,874
 $23,572
 $25,412
 $43,874
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
 5,832
 5,866
Stock-based compensation 5,209
 3,295
 5,861
 5,209
Equity in earnings from unconsolidated entities (2,610) (3,098) (2,174) (2,610)
Distributions of earnings from unconsolidated entities 3,244
 3,280
 3,996
 3,244
Other 2,301
 (18) 1,827
 2,301
Changes in assets and liabilities:        
Increase in real estate (87,732) (89,222) (1,753) (87,732)
Decrease in deposits on real estate under option or contract 7,406
 5,532
 6,583
 7,406
Decrease/(increase) in other receivables, prepaids and other assets 5,426
 (20,162)
(Increase)/decrease in other receivables, prepaids and other assets (1,654) 5,426
Decrease in accounts payable and accrued liabilities (15) (16,064) (12,211) (15)
(Decrease)/increase in home sale deposits (298) 4,449
Net cash used in operating activities (17,329) (84,766)
Increase/(decrease) in home sale deposits 535
 (298)
Net cash provided by/(used in) operating activities 32,254
 (17,329)
Cash flows from investing activities:        
Investments in unconsolidated entities —
 (10) (1,110) —
Purchases of property and equipment (6,383) (3,238) (5,240) (6,383)
Proceeds from sales of property and equipment 30
 49
 74
 30
Maturities/sales of investments and securities 1,018
 1,226
 566
 1,018
Payments to purchase investments and securities (1,018) (1,226) (566) (1,018)
Net cash used in investing activities (6,353) (3,199) (6,276) (6,353)
Cash flows from financing activities:        
Proceeds from Credit Facility, net —
 45,000
Repayment of loans payable and other borrowings (2,197) (3,048) (988) (2,197)
Repayment of senior notes (175,000) —
 —
 (175,000)
Proceeds from issuance of senior notes 206,000
 —
 —
 206,000
Payment of debt issuance costs (3,315) —
 —
 (3,315)
Net cash provided by financing activities 25,488
 41,952
Net increase/(decrease) in cash and cash equivalents 1,806
 (46,013)
Repurchase of shares (8,957) —
Net cash (used in)/provided by financing activities (9,945) 25,488
Net increase in cash and cash equivalents 16,033
 1,806
Cash and cash equivalents, beginning of period 170,746
 131,702
 311,466
 170,746
Cash and cash equivalents, end of period $172,552
 $85,689
 $327,499
 $172,552
See Supplemental Disclosure of Cash Flow Information in Note 13.14.
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 onto 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, 20182019, we were actively selling homes in 253260 communities, with base prices ranging from approximately $175,000$189,000 to $1,402,0001,286,000.
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, 2017.2018. 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 normal and recurring adjustments (consisting only of normal recurring entries),that are considered 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 fiscal 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 $68.951.1 million and $107.1$76.1 million are included in cash and cash equivalents at March 31, 20182019 and December 31, 2017,2018, 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, and 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 thethat 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 costCost 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 home construction and land development costs.



Typically, a community's life cycle ranges from three to five years, commencing with the acquisition of the land, continuing through the land development phase, if applicable, and concluding with the sale, construction and closing of the


homes. Actual community lives will vary based on the size of the community, the 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. TheIf 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 lotsland based on the terms of the underlying agreements. To the extent they are non-refundable, deposits are charged to expense if the land acquisition 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$44.8 million and $59.9$51.4 million as of March 31, 20182019 and December 31, 2017,2018, 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.base, although our participation in such ventures is currently very limited. See Note 45 for additional discussion of our investments in unconsolidated entities.
Off-Balance Sheet Arrangements - Other. In the normal course of business, we may acquire lots from various development entities pursuant to 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 ofAs of
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
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
$369,832
 $163,422
 $339,221
 $133,662
Total Sureties$316,905
 $139,025
 $296,387
 $120,320
$369,832
 $163,422
 $339,221
 $133,662
Letters of Credit (“LOCs”):              
LOCs for land development91,607
 N/A
 70,922
 N/A
65,521
 N/A
 70,287
 N/A
LOCs for general corporate operations3,750
 N/A
 3,750
 N/A
3,750
 N/A
 3,750
 N/A
Total LOCs$95,357
 N/A
 $74,672
 N/A
$69,271
 N/A
 $74,037
 N/A
Accrued Liabilities. Accrued liabilities at March 31, 20182019 and December 31, 20172018 consisted of the following (in thousands):
 As of As of
 March 31, 2018 December 31, 2017 March 31, 2019 December 31, 2018
Accruals related to real estate development and construction activities $56,537
 $53,522
 $55,205
 $54,589
Payroll and other benefits 31,313
 58,186
 29,887
 60,209
Accrued interest 34,370
 15,369
 33,746
 13,296
Accrued taxes 18,959
 14,067
 10,875
 7,548
Warranty reserves 23,812

23,328
 23,213

24,552
Lease liability (1)
 27,194
 —
Other accruals 16,197
 16,604
 9,643
 17,668
Total $181,188
 $181,076
 $189,763
 $177,862
(1)Refer to Note 4 for additional information related to our leases.
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 and a major mechanical 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 may 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, 2019 and December 31, 2018 reflected in the table below are case-specific reserves for two warranty matters related to (1) alleged stucco defects in Florida; and (2) a foundation design and performance matter affecting a single community in Texas.
A summary of changes in our warranty reserves follows (in thousands):
 Three Months Ended March 31,
 2019 2018
Balance, beginning of period$24,552
 $23,328
Additions to reserve from new home deliveries3,387
 3,407
Warranty claims(4,726) (2,923)
Adjustments to pre-existing reserves—
 —
Balance, end of period$23,213

$23,812
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 trade partners 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.
We have received claims related to stucco installation from homeowners in certain Florida communities and based on the information available to us we have established reserves to cover our anticipated net exposure related to these claims. 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 March 31, 2019, 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 and performance matter affecting a single community in Texas requiring repairs to be made to homes within that community. Our repair efforts are ongoing and our estimate of costs to resolve this matter are updated regularly as progress is made. As of March 31, 2019, taking into account sources of future potential recovery from 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 16 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 deliveries3,407
 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. 2017-04,2018-15, Intangibles - Goodwill and Other (Topic 350), Simplifying the- Internal-Use Software (Subtopic 350-40): Customer's Accounting for Goodwill ImpairmentImplementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract ("("ASU 2017-04"2018-15"), which simplifiesaligns the accountingrequirements for goodwill impairments by eliminatingcapitalizing implementation costs incurred in a hosting arrangement that is a service contract with 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, notrequirements for capitalizing implementation costs incurred to exceed the carrying amount of goodwill.develop or obtain internal-use software. ASU 2017-042018-15 is effective for us beginning January 1, 2020, with early adoption permitted.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 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 2016,2018, the FASB issued ASU No. 2016-15,2018-13, StatementFair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which modifies the disclosure requirements of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, ("fair value measurements. 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 was2018-13 is effective for us beginning January 1, 2018. A2020. Certain disclosures are required to be applied on a retrospective transition method was requiredbasis and others on adoption did nota prospective basis. We are currently evaluating the impact adopting this guidance will have a material impact on our financial statement of cash flows.disclosures.


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which amends. ASU 2016-02 amended the existingprevious accounting standards for lease accounting including requiringand resulted in the requirement that 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. We are currently evaluating the impact adopting this guidance will have on our financial 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 2014-092016-02 on January 1, 20182019 using a modified retrospective method.
method and did not restate prior period financial statements. We elected the practical expedient package which allows us to carry forward our original assessment of whether contracts contained leases, lease classification and the initial direct costs. We also elected the practical expedient that allows lessees the option to account for lease and non-lease components together as a single component for all classes of underlying assets. The adoption of ASU 2014-09 did not have an impact2016-02 resulted in a gross up on the amount or timingour consolidated balance sheet for right-of-use ("ROU") assets and lease liabilities of our homebuilding revenues, although forfeited customer deposits, typically an immaterial amount on an annual basis, that were previously$20.5 million and $28.7 million, respectively, as of January 1, 2019. Our ROU assets are included in Other income,


netthe Prepaids, other assets and goodwill line item and the corresponding lease obligations are reported as Home closing revenueincluded in the Accrued liabilities line item on our consolidated statements of operations effective January 1, 2018. Additionally, as a result of thebalance sheet. The adoption of ASU 2014-09, there was an immaterial adjustment to our opening balance of Retained earnings with respect to the timing of expenses resulting from ceasing the capitalization of certain selling costs we incur as part of the selling process. The majority of these previously capitalized costs were allocated to either Real estate or Property and Equipment, net on our opening 2018 consolidated balance sheet, with an immaterial amount recognized as a cumulative effect adjustment to the opening balance of retained earnings.
As of and for the three months ended March 31, 2018 the adoption of ASU 2014-09 did not have a material2016-02 had no 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.consolidated income statements.
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 March 31, 2019 December 31, 2018
Homes under contract under construction (1)
 $668,579
 $566,474
 $610,236
 $480,143
Unsold homes, completed and under construction (1)
 499,998
 516,577
 555,712
 644,717
Model homes (1)
 138,848
 142,026
 142,340
 146,327
Finished home sites and home sites under development (2)
 1,495,373
 1,506,303
 1,436,290
 1,471,434
Total $2,802,798

$2,731,380
 $2,744,578

$2,742,621

(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 March 31,
2018 20172019 2018
Capitalized interest, beginning of period$78,564
 $68,196
$88,454
 $78,564
Interest incurred20,869
 17,895
21,443
 20,869
Interest expensed(136) (825)(4,085) (136)
Interest amortized to cost of home and land closings(17,469) (14,381)(16,398) (17,469)
Capitalized interest, end of period$81,828
 $70,885
$89,414
 $81,828
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, 20182019 (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 owned228
 $38,864
 $3,886
 —
 $—
 $—
 
Option contracts — non-refundable deposits, committed (1)
2,971
 217,204
 25,533
 3,620
 244,783
 27,493
 
Purchase contracts — non-refundable deposits, committed (1)
6,475
 263,419
 24,194
 5,569
 198,841
 12,738
 
Purchase and option contracts —refundable deposits, committed318
 12,059
 734
 764
 30,325
 481
 
Total committed9,992
 531,546
 54,347
 9,953
 473,949
 40,712
 
Purchase and option contracts — refundable deposits, uncommitted (2)
7,628
 193,388
 2,078
 9,567
 335,126
 4,115
 
Total lots under contract or option17,620
 $724,934
 $56,425
 19,520
 $809,075
 $44,827
 
Total purchase and option contracts not recorded on balance sheet (3)
17,392
 $686,070
 $52,539
(4)19,520
 $809,075
 $44,827
(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 agreementscontracts 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, 2018.2019.
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 - LEASES
We lease certain office space and equipment for use in our operations. We assess each of these contracts to determine whether the arrangement contains a lease as defined by ASC 842, Leases ("ASC 842"). In order to meet the definition of a lease under ASC 842, the contractual arrangement must convey to us the right to control the use of an identifiable asset for a period of time in exchange for consideration. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Some of our leases contain renewal options and in accordance with


ASC 842, our lease terms include those renewals only to the extent that they are reasonably certain to be exercised. The exercise of these lease renewal options is generally at our discretion. In accordance with ASC 842, the lease liability is equal to the present value of the remaining lease payments while the ROU asset is based on the lease liability, subject to adjustment, such as for lease incentives. Our leases do not provide a readily determinable implicit interest rate and therefore, we must estimate our incremental borrowing rate. In determining our incremental borrowing rate, we considered the lease period, market interest rates, current interest rates on our senior notes and the effects of collateralization.
Our lease population at March 31, 2019 is comprised of operating leases where we are the lessee and those leases are primarily real estate for office space for our corporate office, division offices and design centers, in addition to leases of certain equipment. As allowed by ASC 842, we adopted an accounting policy election to not record leases with lease terms of twelve months or less on the consolidated balance sheet.
Lease cost included in our consolidated income statements in General and administrative expenses and Commissions and other sales costs is in the table below (dollars in thousands). Our short-term lease costs and sublease income are de minimis.

 Three Months Ended March 31, 2019
Operating lease cost$1,777
ROU assets are classified within Prepaids, other assets and goodwill on our consolidated balance sheet, while lease liabilities are classified within Accrued liabilities on our consolidated balance sheet. The following table contains additional information about our leases (dollars in thousands):

 At March 31, 2019
ROU assets$19,140
Lease liabilities$27,194
ROU assets obtained in exchange for new operating lease obligations (1)
$—
Non-cash lease expense$1,168
Cash payments on lease liabilities$1,876
Weighted-average remaining lease term4.8 years
Weighted-average discount rate (incremental borrowing rate)5.06%
(1)No new lease commitments commenced during the three months ended March 31, 2019.

Maturities of our operating lease liabilities as of March 31, 2019 are as follows (in thousands):
Year ended December 31, 
2019 (excluding the three months ended March 31, 2019)$5,577
20206,843
20215,681
20225,077
20234,243
Thereafter3,415
Total payments30,836
Less: imputed interest(3,642)
Present value of lease liabilities$27,194


NOTE 45 - 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, 20182019, we had threetwo active equity-method land ventures.
As of March 31, 20182019, 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, 20182019 and December 31, 20172018 was $1.7$1.8 million and $2.2$2.8 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 ofAs of
March 31, 2018 December 31, 2017March 31, 2019 December 31, 2018
Assets:      
Cash$7,415
 $8,942
$7,171
 $9,595
Real estate56,373
 55,552
58,072
 57,631
Other assets3,446
 4,323
3,489
 3,644
Total assets$67,234
 $68,817
$68,732
 $70,870
Liabilities and equity:      
Accounts payable and other liabilities$5,700
 $7,516
$6,053
 $8,682
Notes and mortgages payable25,799
 25,194
26,818
 26,808
Equity of:      
Meritage (1)
14,475
 14,521
14,723
 14,472
Other21,260
 21,586
21,138
 20,908
Total liabilities and equity$67,234
 $68,817
$68,732
 $70,870
 
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
Revenue$7,332
 $7,599
$8,998
 $7,332
Costs and expenses(3,935) (4,480)(6,116) (3,935)
Net earnings of unconsolidated entities$3,397
 $3,119
$2,882
 $3,397
Meritage’s share of pre-tax earnings (1) (2)
$2,610
 $3,182
$2,174
 $2,610

(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 from other unconsolidated entities,Other income, 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$15.7 million and $17.1$17.5 million as of March 31, 20182019 and December 31, 2017,2018, respectively. We believe these ventures are in compliance with their respective debt agreements, if

applicable, and such debt is non-recourse to us. Subsequent to March 31, 2019 we sold our interest in one of our land joint ventures located in Arizona, reducing our Investments in unconsolidated entities balance by $7.3 million.
NOTE 56 — 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 March 31, 2019 December 31, 2018
Other borrowings, real estate notes payable (1)
 $16,854
 $17,354
 13,785
 $14,773
$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% —
 —
$780.0 million unsecured revolving credit facility with interest approximating LIBOR (approximately 2.49% at March 31, 2019) plus 1.75% or Prime (5.50% at March 31, 2019) plus 0.75% —
 —
Total $16,854
 $17,354
 $13,785
 $14,773
(1)Reflects balance of non-recourse non-interest bearing notes payable in connection with land purchases, with interest rates ranging from 0% to 8%.purchases.
The Company entered into an amended and restated unsecured revolving credit facility ("Credit Facility") in 2014. The Credit Facility2014 that has been amended from time to time to, among other things, increasetime. In June 2018 the aggregate commitment was increased to $625.0$780.0 million, initially consisting of $565 million of Class A commitments maturing inand 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 permitswas refreshed permitting the size of the facility to increase to a maximum of $725.0 million.$880.0 million, subject to certain conditions, including the availability of additional bank commitments. 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, 2019.
We had no outstanding borrowings under the Credit Facility as of March 31, 2018 and2019 or December 31, 2017.2018. During the three months ended March 31, 2019, we had no borrowings or repayments. During the three months ended March 31, 2018, we had $285.0 million in gross borrowings and repayments. During the three months ended March 31, 2017, we had $160.0 million of gross borrowings and $115.0 million of repayments. As of March 31, 2018,2019, we had outstanding letters of credit issued under the Credit Facility totaling $95.4$69.3 million, leaving $529.6$710.7 million available under the Credit Facility to be drawn.


NOTE 67 — SENIOR NOTES, NET
Senior notes, net consist of the following (in thousands):
  As of
  March 31, 2018 December 31, 2017
4.50% senior notes due 2018 $—
 $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
7.00% senior notes due 2022 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
5.125% senior notes due 2027 300,000
 300,000
Net debt issuance costs (12,576) (9,830)
Total $1,294,494
 $1,266,450
(1)The $200.0 million 6.00% Senior Notes due 2025 outstanding at December 31, 2017 were 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, 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.
  As of
  March 31, 2019 December 31, 2018
7.15% senior notes due 2020. At March 31, 2019 and December 31, 2018 there was approximately $569 and $711 in net unamortized premium, respectively. 300,569
 300,711
7.00% senior notes due 2022 300,000
 300,000
6.00% senior notes due 2025. At March 31, 2019 and December 31, 2018 there was approximately $5,114 and $5,318 in net unamortized premium, respectively. 405,114
 405,318
5.125% senior notes due 2027 300,000
 300,000
Net debt issuance costs (10,168) (10,745)
Total $1,295,515
 $1,295,284
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, 2018.2019.
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 78 — 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 March 31, 2019 December 31, 2018
 
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
7.15% senior notes $300,000
 $316,500
 $300,000
 $326,250
 $300,000
 $309,750
 $300,000
 $307,500
7.00% senior notes $300,000
 $327,750
 $300,000
 $337,500
 $300,000
 $320,250
 $300,000
 $309,750
6.00% senior notes $400,000
 $410,080
 $200,000
 $214,000
 $400,000
 $418,000
 $400,000
 $379,520
5.125% senior notes $300,000
 $283,500
 $300,000
 $305,250
 $300,000
 $290,910
 $300,000
 $255,750
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 89 — 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 March 31,
2018 20172019 2018
Basic weighted average number of shares outstanding40,488
 40,178
38,215
 40,488
Effect of dilutive securities:      
Convertible debt (1)
—
 2,176
Unvested restricted stock652
 454
634
 652
Diluted average shares outstanding41,140
 42,808
38,849
 41,140
Net earnings as reported$43,874
 $23,572
Interest attributable to Convertible Notes, net of income taxes (1)
—
 387
Net earnings for diluted earnings per share$43,874
 $23,959
Net earnings$25,412
 $43,874
Basic earnings per share$1.08
 $0.59
$0.66
 $1.08
Diluted earnings per share (1)
$1.07
 $0.56
Diluted earnings per share$0.65
 $1.07
Antidilutive stock not included in the calculation of diluted earnings per share1
 14
139
 1
 
(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 910 — 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
Balance at December 31, 2017$—
 $—
 $32,962
 $—
 $—
 $32,962
Additions—
 —
 —
 —
 —
 —
Impairments—
 —
 —
 —
 —
 —
Balance at March 31, 2018$—
 $—
 $32,962
 $—
 $—
 $32,962
 West Central East Financial Services Corporate Total
Balance at December 31, 2018$—
 $—
 $32,962
 $—
 $—
 $32,962
Additions—
 —
 —
 —
 —
 —
Balance at March 31, 2019$—
 $—
 $32,962
 $—
 $—
 $32,962
NOTE 1011 — STOCKHOLDERS’ EQUITY
A summary of changes in stockholders’ equity is presented below (in thousands): 
  Three Months Ended March 31, 2018
  (In thousands)
  
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
Adoption of ASU 2014-09 (1)
 —
 —
 —
 (583) (583)
Net earnings —
 —
 —
 43,874
 43,874
Exercise/vesting of stock-based awards 301
 3
 (3) —
 —
Stock-based compensation expense —
 —
 5,216
 —
 5,216
Balance at March 31, 2018 40,632
 $406
 $589,791
 $1,035,135
 $1,625,332
  Three Months Ended March 31, 2019
  (In thousands)
  
Number of
Shares
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 Total
Balance at December 31, 2018 38,073
 $381
 $501,781
 $1,218,593
 $1,720,755
Net earnings —
 —
 —
 25,412
 25,412
Stock-based compensation expense —
 —
 5,861
 —
 5,861
Issuance of stock 400
 4
 (4) —
 —
Share repurchases (209) (2) (8,955) —
 (8,957)
Balance at March 31, 2019 38,264
 $383
 $498,683
 $1,244,005
 $1,743,071
(1)Refer to Note 1 for additional information related to the adoption of ASU 2014-09.

  Three Months Ended March 31, 2017
  (In thousands)
  
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
Net earnings —
 —
 —
 23,572
 23,572
Exercise/vesting of stock-based awards 283
 3
 (3) —
 —
Excess income tax benefit from stock-based awards —
 —
 —
 —
 —
Stock-based compensation expense —
 —
 3,298
 —
 3,298
Balance at March 31, 2017 40,314
 $403
 $575,801
 $872,161
 $1,448,365
  Three Months Ended March 31, 2018
  (In thousands)
  
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
Adoption of ASU 2014-09 —
 —
 —
 (583) (583)
Net earnings —
 —
 —
 43,874
 43,874
Issuance of stock 301
 3
 (3) —
 —
Stock-based compensation expense —
 —
 5,216
 —
 5,216
Balance at March 31, 2018 40,632
 $406
 $589,791
 $1,035,135
 $1,625,332




NOTE 1112 — 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"), thatcollectively 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 PlanDirectors 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 authorizesStock Plans authorize awards to officers, key employees, non-employee directors and consultants for up toconsultants. The 2006 Plan authorizes 5,350,000 shares of common stock to be awarded, of which 605,183701,163 shares remain available for grant at March 31, 20182019. TheUpon 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 thuswill be available for grant under the 2018 Plan. The 2018 Plan authorizes 1,250,000 shares of stock to be awarded, of which 776,809 shares remain available at March 31, 2019. 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. A portion of the performance-based restricted stock awards granted to our executive officers 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 engagedengage 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 March 31,
2018 20172019 2018
Stock-based compensation expense$5,209
 $3,295
$5,861
 $5,209
Non-vested shares granted306,164
 416,500
377,514
 306,164
Performance-based non-vested shares granted157,637
 154,120
94,152
 157,637
Restricted stock awards vested (includes performance-based awards)301,575
 283,574
400,323
 301,575
The following table includes additional information regarding our PlanStock Plans (dollars in thousands):
 As of As of
 March 31, 2018 December 31, 2017 March 31, 2019 December 31, 2018
Unrecognized stock-based compensation cost $26,696
 $18,439
 $28,410
 $24,954
Weighted average years expense recognition period 2.97
 2.48
 2.95
 2.24
Total equity awards outstanding (1)
 1,377,061
 1,269,657
 1,356,443
 1,301,745

(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 months ended March 31, 20182019 or 2017,2018, other than minor administrative costs.


NOTE 1213 — INCOME TAXES
Components of the income tax provision are as follows (in thousands):
 
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
Federal$2,946
 $11,573
$5,742
 $2,946
State2,064
 1,624
1,216
 2,064
Total$5,010
 $13,197
$6,958
 $5,010

The effective tax rate for the three months ended March 31, 20182019 and March 31, 20172018 was 10.2%21.5% and 35.9%10.2%, respectively. The lower 2018 effective tax rate reflects both the 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 byimpact 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 providesprovided for a single year extension of energy tax credits for homes sold in 2017 that meetmet 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. Ourtreatment, resulting in a $6.3 million reduction of the federal tax rate for 2017 does not includeprovision in 2018. In the first quarter of 2019, we recorded a relatively minor tax benefit from our efforts to capture additional energy credits but was favorably impacted by the homebuilding manufacturing deduction, which was eliminatedfrom 2016 and 2017. We also recorded a tax benefit from equity-based compensation 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 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 adjustmentsawards vested in the period that relevant guidance or additional information becomes available andquarter. These tax benefits had a favorable impact on our analysis is completed.2019 effective tax rate.
At March 31, 20182019 and December 31, 2017,2018, 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, 2018.2019.
At March 31, 2018,2019, we had no remaining federal NOL carry forward or un-utilized federal tax credits. At March 31, 2018,2019, and December 31, 20172018 we had tax benefits for state NOL carry forwards of $1.8$1.0 million, net of federal benefit, that begin to expire in 2028.
At March 31, 2018,2019, we have income taxes payable of $12.2$4.3 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, 2018.2019.
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 2013.2014. We have one state income tax examination of multiple years under auditbeing conducted at this time and do not expect it to have a material outcome.
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, 20182019 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 1314 — 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
  Three Months Ended March 31,
  2019 2018
Cash paid during the year for:    
Interest, net of interest capitalized $(16,907) $(15,961)
Non-cash operating activities:    
Real estate acquired through notes payable $—
 $1,697
NOTE 1415 — 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 homebuildinghome 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 March 31,
2018 20172019 2018
Homebuilding revenue (1):
      
West$317,228
 $311,804
$272,966
 $317,228
Central191,870
 174,831
191,606
 191,870
East233,466
 186,137
243,573
 233,466
Consolidated total$742,564
 $672,772
$708,145
 $742,564
Homebuilding segment operating income:      
West$21,121
 $24,012
$18,308
 $21,121
Central14,267
 13,890
12,336
 14,267
East11,359
 2,436
9,693
 11,359
Total homebuilding segment operating income46,747
 40,338
40,337
 46,747
Financial services segment profit4,220
 4,290
4,702
 4,220
Corporate and unallocated costs (2)
(7,272) (8,517)(9,630) (7,272)
(Loss)/earnings from other unconsolidated entities, net(46) 373
Interest expense(136) (825)(4,085) (136)
Other income, net (3)
5,371
 1,110
1,046
 5,325
Net earnings before income taxes$48,884
 $36,769
$32,370
 $48,884
 



(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 March 31,
2018 20172019 2018
Land closing revenue:      
West$12,455
 $11,800
$—
 $12,455
Central125
 122
—
 125
East1,452
 233
9,495
 1,452
Total$14,032
 $12,155
$9,495
 $14,032
(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 months ended March 31, 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 March 31, 2019
 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
 $6,659
 $12,999
 $25,169
 $—
 $—
 $44,827
Real estate 1,205,253
 730,016
 867,529
 —
 —
 2,802,798
 1,164,724
 715,356
 864,498
 —
 —
 2,744,578
Investments in unconsolidated entities 7,785
 7,000
 —
 —
 1,656
 16,441
 7,481
 6,375
 —
 —
 1,805
 15,661
Other assets 60,672
(1)97,937
(2)129,879
(3)1,141
 165,757
(4)455,386
 54,503
(1)106,268
(2)83,949
(3)749
 345,332
(4)590,801
Total assets $1,286,238
 $852,088
 $1,020,284
 $1,141
 $167,413
 $3,327,164
 $1,233,367
 $840,998
 $973,616
 $749
 $347,137
 $3,395,867

(1)Balance consists primarily of property and equipment and cash.
(2)Balance consists primarily of development reimbursements from local municipalities and cash.
(3)Balance consists primarily of goodwill (see Note 10), prepaid expenses and other assets and property and equipment.
(4)
Balance consists primarily of cash, prepaid expenses and other assets and our deferred tax asset.
  At December 31, 2018
  West Central East Financial Services 
Corporate  and
Unallocated
 Total
Deposits on real estate under option or contract $7,514
 $13,870
 $30,026
 $—
 $—
 $51,410
Real estate 1,188,975
 679,422
 874,224
 —
 —
 2,742,621
Investments in unconsolidated entities 8,320
 6,396
 —
 —
 2,764
 17,480
Other assets 51,115
(1)117,150
(2)85,869
(3)1,013
 298,821
(4)553,968
Total assets $1,255,924
 $816,838
 $990,119
 $1,013
 $301,585
 $3,365,479
(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)10), cash and cash.property and equipment.
(4)
Balance consists primarily of cash and our deferred tax asset.cash. 
  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 1516 — 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 $23.2 million of total warranty reserves related to a foundation design and performance 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 March 31, 2019, the claim we made for this matter under our general liability insurance policies has initially been denied, which we 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 March 31, 2019, taking into account sources of potential future recovery from the 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 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 March 31, 2019, after considering potential recoveries from the contractors involved and their insurers and the potential recovery under our general liability insurance policies, 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;and first move-up buyers; 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: changes in interest rates and the availability and pricing of residential mortgages; legislation related to tariffs; 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;inflation in the cost of materials used to develop communities and construct homes; the adverse effect of slow absorption rates; a disruption or pause in the growth of first-time homebuyers; competition; impairments of our real estate inventory; cancellation rates; competition; changes in tax laws that adversely impact us or our homebuyers; 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; 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, 20172018 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 strengthfirst quarter of 2019 reflected an improvement in home buying sentiment and activity for the housing market experienced throughout 2017 continued intoentire homebuilding industry as buyers responded to increased affordability from the first three monthsdecline in interest rates and increased availability of 2018 as a solidaffordable home offerings. We believe the demand seen so far in the spring selling season reflects the sustained positive macroeconomic factors in the economy assisted by steady job creation andwith low unemployment levels, wage growth, and a historically low levelshortage in the supply of existingnew homes, particularly at entry-level price points. With the meaningful re-entry of millennials into the home supply muted concerns from recent interest hikesbuying market and stock market volatility. Wethe desire to downsize in the baby boomer generation, we believe that these factorsdemand for affordable new homes will outpace demand for other product offerings. Accordingly, homebuilders with attractive, lower price-point product in desirable locations should be poised to capture this demand for nicely appointed but reasonably priced homes, as buyers in this environment are primarily motivated by affordability.
At Meritage, we continue to create a positive demand environment fordemonstrate our sector, particularly amongcommitment to the first-time homebuyer segment where lower-priced homes still offer affordable solutions even as interest rates gradually rise.
The desire for new homes continues to be healthy across most ofand first move-up buyer through 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 continue to focus on simplification and our key strategic initiatives such as home closing gross margin improvement, selling, general and administrative cost control and community count growth that westability. We believe the successful execution of these initiatives will position us for further growthto improve profitability as we realize the benefits of our transition. We have made considerable progress as 35.8% of our active communities are targeted to first-time buyers and improvethose buyers represented 44.7% of our bottom line results, while pivoting to increase our focus onorders in the first-timefirst quarter of 2019, increases of 11.9% and 17.0%, respectively, over the first move-up buyer.quarter of 2018 percentages. We expect first-time buyers to continue to growdeliver on our operational initiatives as a percentage of total homebuyers and we have shifted our focus to meet that demand withare opening an increasedincreasing number of communities that target that segment. Our entry-level product is also attracting move-down buyers with select floor plansthe first-time as well as the first move-up buyer. We believe this strategy will allow us to achieve higher gross margins and price points that appealbetter opportunities to an age-targeted audience.leverage our overhead costs as we build and sell to the largest segments of the home buying population.
Summary Company Results
Our first quarter 20182019 results reflectedreflect growth in our entry-level business strong demand in our markets and performance gains from our strategic initiatives.improved orders and closings compared to the prior year quarter. Total home closing revenue was $728.5$698.7 million for the three months ended March 31, 2018, an2019, with a 2.3% increase in the number of $67.9 millionhomes closed over the corresponding prior year period,period. Home closing revenue decreased $29.9 million compared to the first quarter of 2018 due to 144 additional homes closed.a $26,500 decrease in average sales price resulting from our shift in focus to the first-time and first move-up buyer in addition to incremental incentives offered in the latter half of the fourth quarter of 2018 and early in 2019 to help drive order volume. The 10.3% increasedecrease in home closing revenue and 90-basis-point improvement inlower year-over-year home closing gross margin provided $17.1resulted in $7.9 million in additionallower home closing gross profit which, combined with a $4.3$3.9 million increase in Otherinterest expense, a $4.3 million decrease in other income, net and a lowerhigher income tax provision, contributed to an 86.1% increasea 42.1% decline in net income to $43.9of $25.4 million for the three months ended March 31, 20182019 versus $23.6$43.9 million in the corresponding 2017 period. Firstfirst quarter of 2018. Other income, net was favorably impacted in the first quarter of 2018 as a result of receiving a $4.8 million settlement from long-standing litigation with no comparable activity in the first quarter of 2019. Additionally, first quarter 2019 results reflect a lowerhigher provision for income taxes of 21.5% versus 10.2% in the first quarter of 2018 due to a lower effective tax rate of 10.2% versus 35.9% in 2017 as a result of the Tax Act signed into law in December 2017, which resulted in a lower corporate tax rate combined with a cumulative retroactive extension of energy tax credits for homes closed in 2017 for energy tax credits.that was recorded in 2018.
On a consolidated basis, we experienced year over yearyear-over-year growth in closings and orders both in units and value, for the three months ended March 31, 20182019 over the prior year. For the three months ended March 31, 2019, orders and order value improved by 7.3% and 1.5%, respectively to 2,530 orders valued at $977.0 million versus 2,358 orders valued at $962.8 million in the prior year. We ended the first quarter of 20182019 with 3,5083,198 homes in backlog 10.3% higher than 2017 providing a backlog valuevalued at $1.3 billion, declines of $1.5 billion, an 8.4% increase8.8% and 12.6%, respectively, over March 31, 2017.2018. The growthdecline in year-over-year backlog, is primarilydespite the increase in orders, was due to a higher backlog conversion rate in the first quarter of 2019 as a result of a 10.4% improvement in orders at March 31, 2018 compared to the prior year.closing more of our available spec inventory, consistent with our entry-level strategy.
Company Positioning
We believe that the investments in our new communities, particularly those designed for the first-time and first move-up homebuyer, and industry-leading innovation in our energy-efficient product offerings and automation create a differentiated strategy that has aided us in our growthsuccess 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;® communities that target the growing first-time homebuyer segment;
Improving the overall customer experience, most recently through a simplification of the customer sale and construction process and option selection process for move-up buyers at Studio M;
Demonstrating our commitment to innovation through a new fully-automated and purchase process;secured digital loan pre-approval process available on our website;
•
Enhancing our website and sales offices through investments in technology. All of our LiVE.NOW® communities feature interactive technology tools offering homebuyers the ability to electronically search for available homes with their desired home features and based on their preferred availability or move-in dates;
Improving our home closing gross marginprofit by growing revenue while managing costs, allowing us to better leverage our overhead; and
Actively acquire and developstrategically acquiring and developing land in key markets in order to maintain and grow our lot supply and active community count; andcount.
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 increasescosts through national and regional vendor relationships with a focus on quality construction and warranty management;
Generating additional working capitalCarefully managing our liquidity and maintaining adequate liquidity,a strong balance sheet, as we ended the quarter with $327.5 million in cash and cash equivalents and with a 42.9% debt-to-capital ratio and a 36.0% net debt-to-capital ratio;
Maximizing returns to our shareholders, most recently through a $200 million add-on to our existing $200.0 million of 6.00% Senior Notes due 2025;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, warranty reserves and valuation of 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, thereassets. There have been no significant changes to our critical accounting policies during the three months ended March 31, 20182019 compared to those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 20172018 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 Three Months Ended March 31, Quarter over Quarter
 2018 2017 Change $ Change % 2019 2018 Change $ Change %
Home Closing Revenue                
Total                
Dollars $728,532
 $660,617
 $67,915
 10.3 % $698,650
 $728,532
 $(29,882) (4.1)%
Homes closed 1,725
 1,581
 144
 9.1 % 1,765
 1,725
 40
 2.3 %
Average sales price $422.3
 $417.8
 $4.5
 1.1 % $395.8
 $422.3
 $(26.5) (6.3)%
West Region                
Arizona                
Dollars $90,996
 $100,550
 $(9,554) (9.5)% $98,454
 $90,996
 $7,458
 8.2 %
Homes closed 275
 296
 (21) (7.1)% 297
 275
 22
 8.0 %
Average sales price $330.9
 $339.7
 $(8.8) (2.6)% $331.5
 $330.9
 $0.6
 0.2 %
California                
Dollars $159,391
 $132,094
 $27,297
 20.7 % $85,837
 $159,391
 $(73,554) (46.1)%
Homes closed 231
 210
 21
 10.0 % 132
 231
 (99) (42.9)%
Average sales price $690.0
 $629.0
 $61.0
 9.7 % $650.3
 $690.0
 $(39.7) (5.8)%
Colorado                
Dollars $54,386
 $67,360
 $(12,974) (19.3)% $88,675
 $54,386
 $34,289
 63.0 %
Homes closed 94
 128
 (34) (26.6)% 169
 94
 75
 79.8 %
Average sales price $578.6
 $526.3
 $52.3
 9.9 % $524.7
 $578.6
 $(53.9) (9.3)%
West Region Totals                
Dollars $304,773
 $300,004
 $4,769
 1.6 % $272,966
 $304,773
 $(31,807) (10.4)%
Homes closed 600
 634
 (34) (5.4)% 598
 600
 (2) (0.3)%
Average sales price $508.0
 $473.2
 $34.8
 7.4 % $456.5
 $508.0
 $(51.5) (10.1)%
Central Region - Texas                
Central Region Totals                
Dollars $191,745
 $174,709
 $17,036
 9.8 % $191,606
 $191,745
 $(139) (0.1)%
Homes closed 542
 495
 47
 9.5 % 543
 542
 1
 0.2 %
Average sales price $353.8
 $352.9
 $0.8
 0.2 % $352.9
 $353.8
 $(0.9) (0.3)%
East Region                
Florida                
Dollars $112,787
 $65,574
 $47,213
 72.0 % $90,824
 $112,787
 $(21,963) (19.5)%
Homes closed 260
 146
 114
 78.1 % 226
 260
 (34) (13.1)%
Average sales price $433.8
 $449.1
 $(15.3) (3.4)% $401.9
 $433.8
 $(31.9) (7.4)%
Georgia                
Dollars $24,973
 $20,475
 $4,498
 22.0 % $42,139
 $24,973
 $17,166
 68.7 %
Homes closed 73
 55
 18
 32.7 % 119
 73
 46
 63.0 %
Average sales price $342.1
 $372.3
 $(30.2) (8.1)% $354.1
 $342.1
 $12.0
 3.5 %
North Carolina                
Dollars $50,673
 $56,907
 $(6,234) (11.0)% $56,541
 $50,673
 $5,868
 11.6 %
Homes closed 128
 131
 (3) (2.3)% 156
 128
 28
 21.9 %
Average sales price $395.9
 $434.4
 $(38.5) (8.9)% $362.4
 $395.9
 $(33.4) (8.4)%
South Carolina                
Dollars $22,121
 $26,055
 $(3,934) (15.1)% $19,582
 $22,121
 $(2,539) (11.5)%
Homes closed 66
 73
 (7) (9.6)% 57
 66
 (9) (13.6)%
Average sales price $335.2
 $356.9
 $(21.8) (6.1)% $343.5
 $335.2
 $8.4
 2.5 %
Tennessee                
Dollars $21,460
 $16,893
 $4,567
 27.0 % $24,992
 $21,460
 $3,532
 16.5 %
Homes closed 56
 47
 9
 19.1 % 66
 56
 10
 17.9 %
Average sales price $383.2
 $359.4
 $23.8
 6.6 % $378.7
 $383.2
 $(4.5) (1.2)%
East Region Totals                
Dollars $232,014
 $185,904
 $46,110
 24.8 % $234,078
 $232,014
 $2,064
 0.9 %
Homes closed 583
 452
 131
 29.0 % 624
 583
 41
 7.0 %
Average sales price $398.0
 $411.3
 $(13.3) (3.2)% $375.1
 $398.0
 $(22.8) (5.7)%
         


 Three Months Ended March 31, Quarter over Quarter Three Months Ended March 31, Quarter over Quarter
 2018 2017 Change $ Change % 2019 2018 Change $ Change %
Home Orders (1)
                
Total                
Dollars $962,796
 $892,703
 $70,093
 7.9 % $976,979
 $962,796
 $14,183
 1.5 %
Homes ordered 2,358
 2,135
 223
 10.4 % 2,530
 2,358
 172
 7.3 %
Average sales price $408.3
 $418.1
 $(9.8) (2.3)% $386.2
 $408.3
 $(22.2) (5.4)%
West Region                
Arizona                
Dollars $153,161
 $133,832
 $19,329
 14.4 % $145,398
 $153,161
 $(7,763) (5.1)%
Homes ordered 459
 403
 56
 13.9 % 457
 459
 (2) (0.4)%
Average sales price $333.7
 $332.1
 $1.6
 0.5 % $318.2
 $333.7
 $(15.5) (4.6)%
California                
Dollars $160,398
 $193,758
 $(33,360) (17.2)% $108,474
 $160,398
 $(51,924) (32.4)%
Homes ordered 219
 328
 (109) (33.2)% 167
 219
 (52) (23.7)%
Average sales price $732.4
 $590.7
 $141.7
 24.0 % $649.5
 $732.4
 $(82.9) (11.3)%
Colorado                
Dollars $97,095
 $82,095
 $15,000
 18.3 % $105,248
 $97,095
 $8,153
 8.4 %
Homes ordered 175
 143
 32
 22.4 % 204
 175
 29
 16.6 %
Average sales price $554.8
 $574.1
 $(19.3) (3.4)% $515.9
 $554.8
 $(38.9) (7.0)%
West Region Totals                
Dollars $410,654
 $409,685
 $969
 0.2 % $359,120
 $410,654
 $(51,534) (12.5)%
Homes ordered 853
 874
 (21) (2.4)% 828
 853
 (25) (2.9)%
Average sales price $481.4
 $468.7
 $12.7
 2.7 % $433.7
 $481.4
 $(47.7) (9.9)%
Central Region - Texas                
Central Region Totals                
Dollars $279,503
 $251,773
 $27,730
 11.0 % $306,265
 $279,503
 $26,762
 9.6 %
Homes ordered 809
 693
 116
 16.7 % 870
 809
 61
 7.5 %
Average sales price $345.5
 $363.3
 $(17.8) (4.9)% $352.0
 $345.5
 $6.5
 1.9 %
East Region                
Florida                
Dollars $112,670
 $101,560
 $11,110
 10.9 % $126,074
 $112,670
 $13,404
 11.9 %
Homes ordered 263
 239
 24
 10.0 % 301
 263
 38
 14.4 %
Average sales price $428.4
 $424.9
 $3.5
 0.8 % $418.9
 $428.4
 $(9.5) (2.2)%
Georgia                
Dollars $50,870
 $22,402
 $28,468
 127.1 % $50,227
 $50,870
 $(643) (1.3)%
Homes ordered 148
 69
 79
 114.5 % 144
 148
 (4) (2.7)%
Average sales price $343.7
 $324.7
 $19.0
 5.9 % $348.8
 $343.7
 $5.1
 1.5 %
North Carolina                
Dollars $61,485
 $66,332
 $(4,847) (7.3)% $82,985
 $61,485
 $21,500
 35.0 %
Homes ordered 157
 150
 7
 4.7 % 230
 157
 73
 46.5 %
Average sales price $391.6
 $442.2
 $(50.6) (11.4)% $360.8
 $391.6
 $(30.8) (7.9)%
South Carolina                
Dollars $28,674
 $25,538
 $3,136
 12.3 % $25,214
 $28,674
 $(3,460) (12.1)%
Homes ordered 80
 72
 8
 11.1 % 81
 80
 1
 1.3 %
Average sales price $358.4
 $354.7
 $3.7
 1.0 % $311.3
 $358.4
 $(47.1) (13.2)%
Tennessee                
Dollars $18,940
 $15,413
 $3,527
 22.9 % $27,094
 $18,940
 $8,154
 43.1 %
Homes ordered 48
 38
 10
 26.3 % 76
 48
 28
 58.3 %
Average sales price $394.6
 $405.6
 $(11.0) (2.7)% $356.5
 $394.6
 $(38.1) (9.7)%
East Region Totals                
Dollars $272,639
 $231,245
 $41,394
 17.9 % $311,594
 $272,639
 $38,955
 14.3 %
Homes ordered 696
 568
 128
 22.5 % 832
 696
 136
 19.5 %
Average sales price $391.7
 $407.1
 $(15.4) (3.8)% $374.5
 $391.7
 $(17.2) (4.4)%
(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.
         



Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
Ending Average Ending AverageEnding Average Ending Average
Active Communities      
Total253 248.5 256
 249.5260 266.0 253
 248.5
West Region      
Arizona37 37.5 42
 42.034 37.0 37
 37.5
California15 17.5 29
 28.521 19.0 15
 17.5
Colorado17 14.0 10
 10.023 21.5 17
 14.0
West Region Totals69 69.0 81
 80.578 77.5 69
 69.0
Central Region - Texas      
Central Region Totals97 94.5 85
 82.584 89.5 97
 94.5
East Region      
Florida28 28.0 32
 29.532 31.5 28
 28.0
Georgia21 20.0 17
 17.019 20.5 21
 20.0
North Carolina20 18.5 18
 17.525 25.0 20
 18.5
South Carolina12 12.5 15
 15.011 11.5 12
 12.5
Tennessee6 6.0 8
 7.511 10.5 6
 6.0
East Region Totals87 85.0 90
 86.598 99.0 87
 85.0

        

 Three Months Ended March 31, Three Months Ended March 31,
 2018 2017 2019 2018
Cancellation Rates (1)
        
Total 14% 12% 12% 14%
West Region        
Arizona 12% 13% 11% 12%
California 19% 11% 15% 19%
Colorado 8% 12% 7% 8%
West Region Totals 13% 12% 11% 13%
Central Region - Texas        
Central Region Totals 16% 13% 13% 16%
East Region        
Florida 11% 13% 9% 11%
Georgia 11% 17% 12% 11%
North Carolina 16% 7% 10% 16%
South Carolina 9% 8% 21% 9%
Tennessee 2% 17% 8% 2%
East Region Totals 11% 12% 11% 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 March 31, Quarter over Quarter
 2018 2017 Change $ Change % 2019 2018 Change $ Change %
Order Backlog (1)
                
Total                
Dollars $1,482,205
 $1,367,844
 $114,361
 8.4 % $1,295,295
 $1,482,205
 $(186,910) (12.6)%
Homes in backlog 3,508
 3,181
 327
 10.3 % 3,198
 3,508
 (310) (8.8)%
Average sales price $422.5
 $430.0
 $(7.5) (1.7)% $405.0
 $422.5
 $(17.5) (4.1)%
West Region                
Arizona                
Dollars $181,979
 $194,625
 $(12,646) (6.5)% $180,556
 $181,979
 $(1,423) (0.8)%
Homes in backlog 510
 551
 (41) (7.4)% 503
 510
 (7) (1.4)%
Average sales price $356.8
 $353.2
 $3.6
 1.0 % $359.0
 $356.8
 $2.1
 0.6 %
California                
Dollars $223,982
 $215,302
 $8,680
 4.0 % $89,095
 $223,982
 $(134,887) (60.2)%
Homes in backlog 306
 349
 (43) (12.3)% 126
 306
 (180) (58.8)%
Average sales price $732.0
 $616.9
 $115.1
 18.7 % $707.1
 $732.0
 $(24.9) (3.4)%
Colorado                
Dollars $157,602
 $168,819
 $(11,217) (6.6)% $120,115
 $157,602
 $(37,487) (23.8)%
Homes in backlog 280
 288
 (8) (2.8)% 220
 280
 (60) (21.4)%
Average sales price $562.9
 $586.2
 $(23.3) (4.0)% $546.0
 $562.9
 $(16.9) (3.0)%
West Region Totals                
Dollars $563,563
 $578,746
 $(15,183) (2.6)% $389,766
 $563,563
 $(173,797) (30.8)%
Homes in backlog 1,096
 1,188
 (92) (7.7)% 849
 1,096
 (247) (22.5)%
Average sales price $514.2
 $487.2
 $27.0
 5.5 % $459.1
 $514.2
 $(55.1) (10.7)%
Central Region - Texas                
Central Region Totals                
Dollars $470,392
 $431,798
 $38,594
 8.9 % $488,009
 $470,392
 $17,617
 3.7 %
Homes in backlog 1,287
 1,129
 158
 14.0 % 1,308
 1,287
 21
 1.6 %
Average sales price $365.5
 $382.5
 $(17.0) (4.4)% $373.1
 $365.5
 $7.6
 2.1 %
East Region                
Florida                
Dollars $196,470
 $152,440
 $44,030
 28.9 % $200,182
 $196,470
 $3,712
 1.9 %
Homes in backlog 449
 346
 103
 29.8 % 447
 449
 (2) (0.4)%
Average sales price $437.6
 $440.6
 $(3.0) (0.7)% $447.8
 $437.6
 $10.3
 2.3 %
Georgia                
Dollars $76,358
 $35,290
 $41,068
 116.4 % $54,483
 $76,358
 $(21,875) (28.6)%
Homes in backlog 226
 105
 121
 115.2 % 148
 226
 (78) (34.5)%
Average sales price $337.9
 $336.1
 $1.8
 0.5 % $368.1
 $337.9
 $30.2
 8.9 %
North Carolina                
Dollars $107,578
 $96,677
 $10,901
 11.3 % $93,818
 $107,578
 $(13,760) (12.8)%
Homes in backlog 272
 212
 60
 28.3 % 251
 272
 (21) (7.7)%
Average sales price $395.5
 $456.0
 $(60.5) (13.3)% $373.8
 $395.5
 $(21.7) (5.5)%
South Carolina                
Dollars $42,027
 $40,119
 $1,908
 4.8 % $37,987
 $42,027
 $(4,040) (9.6)%
Homes in backlog 113
 115
 (2) (1.7)% 113
 113
 —
 — %
Average sales price $371.9
 $348.9
 $23.1
 6.6 % $336.2
 $371.9
 $(35.8) (9.6)%
Tennessee                
Dollars $25,817
 $32,774
 $(6,957) (21.2)% $31,050
 $25,817
 $5,233
 20.3 %
Homes in backlog 65
 86
 (21) (24.4)% 82
 65
 17
 26.2 %
Average sales price $397.2
 $381.1
 $16.1
 4.2 % $378.7
 $397.2
 $(18.5) (4.7)%
East Region Totals                
Dollars $448,250
 $357,300
 $90,950
 25.5 % $417,520
 $448,250
 $(30,730) (6.9)%
Homes in backlog 1,125
 864
 261
 30.2 % 1,041
 1,125
 (84) (7.5)%
Average sales price $398.4
 $413.5
 $(15.1) (3.7)% $401.1
 $398.4
 $2.7
 0.7 %
(1)Our backlog represents net sales that have not closed.



Operating Results

Companywide. HomeIn the first quarter of 2019, despite the lower number of homes in backlog entering the year, home closing revenue increasedvolume improved by 10.3%2.3% to 1,765 closings valued at $698.7 million compared to 1,725 closings valued at $728.5 million from 1,725in the corresponding prior year period. The increase in closings foryear-over-year was driven by improved backlog conversion due to selling and closing more speculative inventory homes in the three months ended March 31, 2018 compared to $660.6 million from 1,581 closings during the samefirst quarter of the prior year, primarily driven by a 9.1% increase in closing volume. Average sales prices on home closings increased only $4,5002019 compared to the prior year, asyear. Home closing revenue decreased by 4.1% due to a $26,500 reduction in average sales price increases in some markets are being offset byreflective of a higher percentage of entry-level homes in our closing mix related to our strategic transition to the first-time and first move-up homebuyers. Home order volume improved by 7.3% to 2,530 homes valued at $977.0 million in many markets. Home orders also improved 10.4%the first quarter of 2019 as compared to 2,358 homes valued at $962.8 million in the first quarter 2018 asof 2018. The improvement in orders was primarily aided by a 7.0% increase in average active communities in the first quarter of 2019 compared to 2,135prior year and a flat year-over-year Companywide orders pace at 9.5 homes ordered per average active community. We ended the quarter with 260 actively selling communities, a 2.8% increase over prior year. We ended the quarter with 3,198 homes in backlog valued at $892.7$1.3 billion, 8.8% and 12.6% decreases from 2018, respectively.
West. The West Region closed 598 homes and generated $273.0 million in home closing revenue in the first quarter of 2019 compared to 600 homes and $304.8 million in the first quarter of 2017. We ended the quarter with 253 actively selling communities, down slightly from March 31, 2017 although 3.7% higher than December 31, 2017. We improved our company-wide 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 for the increased order volume and units in backlog. We ended the quarter with 3,508 homes in backlog, reflecting a $114.4 million, or 8.4%, increase from 2017 driven entirely by volume as average sales prices are beginning to temper as we shift toward a higher percentage of backlog from entry-level homes.
West. During the first quarter of 2018, the West Region closed 600 homes and generated $304.8 million home closing revenue compared to 634 homes and $300.0 million in the first quarter of 2017.2018. The slight increasedecrease in home closing revenue is due to a 7.4% increase10.1% decrease in average sales prices,price combined with relatively flat home closing volume. The slight reduction in closing volume was related to California which entered the year with lower backlog stemming from fewer communities open in 2018 and slower sales in the fourth quarter of 2018. The decline was nearly offset by a 5.4%year-over-year increases in closing volume in Colorado and Arizona. The decline in closings. Despite a strong shift to first-time buyers in the Region, the higher average sales price was driven by Colorado where entry-level product is contributing more meaningfully to the closing mix in the first quarter of 2018 is the result of a higher percentage of closings from high priced communities in California and Colorado contributing to the closing mix2019 compared to prior year and the prior year. lessened impact of California in the Region's closing mix.The Region ended the first quarter of 20182019 with 828 orders valued at $359.1 million versus 853 orders valued at $410.7 million and a 2.7% increase in average sales prices. Orders per average community in the West 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 the first quarter of 20182018. The 2.9% decline in order volume was primarily driven by California where a 29.6% decline in orders pace compared to 2017. Strong demand has resultedthe prior year contributed to a 23.7% reduction in manyorders. Average active communities selling out faster than anticipated drivingin California improved by 8.6%, however, these new communities opened late in the declinequarter and contributed minimally to first quarter orders. Orders improved by 16.6% in community countColorado due to a 53.6% improvement in average active communities and orders.orders were down minimally in Arizona compared to prior year. We opened 11ten communities throughout the Region in the first quarter of 2018, however most of these communities were opened late in the quarter2019 and only minimally contributed to first quarter 2018 orders. Wewe anticipate opening over 20 new communitieseven more West Region community openings in the next two quarters, with over 60%the majority of thosewhich will be targeted toward the first-time homebuyer where we are experiencing particularly strong demand.homebuyer. The Region ended the quarter with 1,096849 homes in backlog valued at $563.6$389.8 million, 7.7% and 2.6% declinesa 30.8% decline in value from prior year respectively, offset slightly byreflecting a $27,000 increase10.7% reduction in average sales price.price and a 22.5% decrease in the number of homes.
Central. In the first quarter of 2018,2019, the Central Region, made up of our Texas markets, closed 542543 homes and generated $191.7$191.6 million in home closing revenue, improvementsrelatively flat with prior year results of 9.5%542 homes and 9.8%$191.7 million of home closing revenue. Orders and order value grew by 7.5% and 9.6%, respectively, leading to year-over-year home closing revenue growth of $17.0 million. Orders grew by 16.7%870 units valued at $306.3 million compared to a total of 809 units valued at $279.5 million for the first quarter of 2018 as compared to 693 units valued at $251.8 million in the prior year period. We continue to see solid demand trends in the Central Region, evidenced by the rising ordersquarter. Order volume improved in the first quarter of 2018. The improved order volume is the result of2019 due to a 14.5% increase in average communities and 2.4%12.8% increase in orders pace.pace in the Region despite a 5.3% decrease in average community count compared to the prior year. We are responding to the entry-level demand in this Region with a strong transition to first-time buyer product offerings resultingand we attribute the improved orders pace to that transition and to targeted incentives offered in the marginally decreasing average sales prices year over year onfirst quarter of 2019. Approximately 45% of our first quarter 2019 orders resulted from communities designated as entry-level and backlog. At March 31, 2018,we expect that percentage to continue to grow as most of the projected community openings throughout the Region had 1,287 homesin 2019 are designated as entry-level. The Region ended the first quarter of 2019 with 1,308 units in backlog valued at $470.4$488.0 million, 14.0%1.6% and 8.9% improvements3.7% increases, respectively, over the prior year, respectively.year.
East. During the three months ended March 31, 2018,2019, the East Region generated the largest increasedelivered 624 closings and $234.1 million in home closing volume and revenue compared to the same period in the prior year. The Region contributed 583 closings and $232.0 million in home closing revenue in the first quarter of 2018,prior year, improvements of 29.0%7.0% and 24.8%0.9%, respectively, from the same period in 2017. The increase in closing volume was partially offset with a 3.2%, or $13,300, decrease in averagerespectively. Average sales price resulting from our strategic shift to product and communities that appeal to the first-time buyer. Indecreased by $22,800 in the first quarter of 2018, orders pace2019 compared to prior year resulting from our transition to entry-level product. Orders and order volume 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 business19.5% and improving our buyers' experiences has been a key strategic focus and we believe our order improvements are reflective of that. Order volume increased by 22.5% compared to the same period in the prior year which led to a 17.9% increase in order value, ending14.3%, respectively, for the first quarter of 20182019 with 832 units valued at $311.6 million compared to 696 units valued at $272.6 million. Backlog units and value improvedmillion in the prior year. The improvement in orders is primarily due to a 16.5% increase in average active communities combined with a 2.4% increase in orders pace. The East Region by 30.2% and 25.5%, respectively, to endended the quarter with 1,1251,041 homes in backlog valued at $417.5 million compared to 1,125 homes valued at $448.3 million.million at March 31, 2018, 7.5% and 6.9% decreases, respectively.
Land Closing Revenue and Gross Profit/(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$9.5 million and $12.2 $14.0


million for the three months ending March 31, 20182019 and 2017,2018, respectively. We recognized a net lossland closing gross profit of $1.2$0.4 million from the sale of various land parcels in the first quarter of 2018. The net2019 compared to a loss was primarily due toof $1.2 million in the sale of a previously mothballed community in California. The first quarter of 2017 generated a net profit of $2.5 million primarily related to the sale of a single parcel of land in California.2018.


Other Operating Information (dollars in thousands)  
Three Months Ended March 31,Three Months Ended March 31,
2018 20172019 2018
Dollars Percent of Home Closing Revenue Dollars Percent of Home Closing RevenueDollars 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%$116,462
 16.7% $124,330
 17.1%
              
West$50,205
 16.5% $48,505
 16.2%$45,395
 16.6% $50,205
 16.5%
              
Central$36,276

18.9% $33,276
 19.0%$34,363

17.9% $36,276
 18.9%
              
East$37,849
 16.3% $25,487
 13.7%$36,704
 15.7% $37,849
 16.3%
 
(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 quarter of 2018 improved 902019 decreased by 40 basis points overcompared to the same prior year period and combined with higherlower home closing revenue, resulted in a $17.1$7.9 million increasedecrease in home closing gross profit. With improved demandThe reduction in home closing revenue and pricing power and the roll-out of new, efficient productgross margin compared to prior year is partially due to targeted incentives that were offered in the East region,latter half of the fourth quarter of 2018 and early in the first quarter of 2019 on slow-moving move-up inventory and in highly competitive markets. First quarter 2018 gross margin was positively impacted by 20 basis points from a one-time $1.4 million settlement related to Chinese drywall costs incurred in prior periods with no similar recoveries in the first quarter of 2019. We expect our improved backlog conversion and simplified product offerings will help improve gross margin and gain operating leverage as we have been successful in minimizingprogress throughout the impact of rising land and construction costs and improving our leverage of construction overhead costs on increased revenues.year.
West. Our West Region reported higher year-over-year homeHome closing gross margin for the West Region improved by 10 basis points to 16.6% for the first quarter of 2018 of2019 versus 16.5% compared to 16.2% in 2017. We are making concerted efforts to maximize margins in the Region and have been successful raising average sales prices in certain markets to offset land and labor cost increases. Higher closing volume and simplified product, particularly in markets with a fast paced, entry-level focus, have helped us gain cost efficiencies and leverage construction overhead costs, improving home closing gross margin. Another contributor to the increase in home closing gross margin in the first quarter of 2018 stems2018. Lower home closing revenue resulting from the close out of several low-margin communities that contributed aincreased incentives and lower percentage of closingsaverage sales prices related to our shift to entry-level product was offset by construction efficiencies driven by our simplified product offerings providing slightly improved year-over-year gross margin in the first quarter of 2018 compared to the prior year period.Region.
Central. The Central Region producedprovided the highest home closing gross margin in the company during the first quarter of 2018.2019. Home closing gross margin of 18.9%17.9% for the first three months of 2018quarter ending March 31, 2019 was nearly consistent with 19.0%down compared to 18.9% in the prior year,year. The year-over-year decline in gross margin for the slight declineRegion is attributableprimarily due to the mix of closings. Wetargeted incentives offered on speculative inventory homes that were largely successful in maintaining pricing in alignment with labor, constructionavailable to both sell and land cost increases. We continue to respond to the first-time buyer demandclose 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.first quarter of 2019.
East. The East Region experienced a 260 basis point improvement in year-over-year homeHome closing gross margin in the three months ended March 31, 2018East Region declined 60 basis points year-over-year to 15.7% in the first quarter of 16.3%2019 versus 13.7%16.3% for the same period in 2017. This increase is largely due to 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 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.comparable 2018 period. Margins in the first quarter of 2018 were positively impacted by 60 basis points from a one-time recoverythe above-mentioned settlement related to Chinese drywall costs incurred 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 chargesrecoveries in the first quarter of 2018.2019.


Financial Services Profit (in thousands)
 Three Months Ended March 31,
 2018 2017
Financial services profit$4,220
 $4,290
 Three Months Ended March 31,
 2019 2018
Financial services profit$4,702
 $4,220
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 aimproved 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 March 31,
2018 20172019 2018
Commissions and other sales costs      
Dollars$(52,752) $(48,320)$(52,555) $(52,752)
Percent of home closing revenue7.2% 7.3%7.5% 7.2%
General and administrative expenses      
Dollars$(30,893) $(29,622)$(33,566) $(30,893)
Percent of home closing revenue4.2% 4.5%4.8% 4.2%
(Loss)/earnings from other unconsolidated entities, net   
Dollars$(46) $373
Interest expense      
Dollars$(136) $(825)$(4,085) $(136)
Other income, net      
Dollars$5,371
 $1,110
$1,046
 $5,325
Provision for income taxes      
Dollars$(5,010) $(13,197)$(6,958) $(5,010)
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 $4.4were $52.6 million for the three months ended March 31, 2018 versus 2017 as a result of increased closing volume.2019, relatively flat with the prior year period. As a percentage of home closing revenue, commissions and other sales costs declined by 10increased 30 basis points to 7.2%7.5% during the three months ended March 31, 2018 as we continue2019 due primarily to focushigher external commissions paid in the first quarter of 2019 compared to the prior year due partially to sales campaigns to capture orders on leveraging these costs with increasing revenue.our available spec inventory that was able to close in the first quarter of 2019.
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, 2018,2019, general and administrative expenses were $30.9$33.6 million as compared to $29.6$30.9 million for the 20172018 period. As a percentage of home closing revenue, these costs decreased 30increased 60 basis points for the three month period ending March 31, 20182019 to 4.2%. This improved4.8%, primarily the result of decreased leverage is primarily attributablefrom lower home closing revenue combined with the impact of $2.5 million in one-time charges related to severance costs and accelerated equity compensation costs in the first quarter of 2019 compared to the additional closing revenue in 2018 over 2017. We continually striveprior year. The charges related to optimize overhead leverage through cost control efforts at both the corporate and divisional levels.
(Loss)/Earnings from Other Unconsolidated Entities, Net. Earnings from other unconsolidated entities, net represents our portion of pre-tax earnings/(losses) from non-financial services joint ventures. Included in this amount is both the pass through of earnings/(losses) from the joint 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, 2018 reported a slight loss of $46,000equity compensation costs are due to general and administrative expensesa revision in executive compensation as a recently formed joint venture compared to earningsresult of $0.4 millionchanges in the respective 2017 period related to land sales recordedtax law, effective for us in our land joint ventures.2019.
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 expense decreased year over year infor the first quarterthree months ended March 31, 2019 totaled $4.1 million compared to $0.1 million in 2018 compared to $0.8 million in 2017the corresponding prior year period. This year-over-year increase is due to a higher balanceless interest capitalized to assets under development resulting from more efficient turnover of inventory that qualifies for interest capitalization.related to our simplified construction strategy.


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 deposits are reflected in Home closing revenue resultingsettlements and (iv) our portion of pre-tax income or loss from non-financial services joint ventures. For the adoption of ASU 2014-09. These are reflected asthree months ended March 31, 2019, Other income, net was $1.0 million versus $5.3 million in 2017 results.2018. Other income, net was favorably impacted in the first quarter of 2018 as a result of receiving a $4.8 million settlement from long-standing litigation related to a previous joint venture in Nevada.
Income Taxes. Our effective tax rate was 10.2%21.5% and 35.9%10.2% for the three months ended March 31, 20182019 and 2017,2018, respectively. The reduced rate in the first quarter of 2018 was due to lower corporate rates under tax reform and was additionallyfavorably impacted by the President signingenactment 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 providesprovided for a single year extension of energy tax credits for homes sold in 2017 that meetmet the qualification criteria. UnderIn 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. OurIn the first quarter of 2019, we recorded a relatively minor tax rate was favorably impactedbenefit from our efforts to capture additional energy credits from 2016 and 2017. We also recorded a tax benefit from equity-based compensation for awards vested in 2017 by the homebuilding manufacturing deduction, which was eliminated underquarter. These tax reform for 2018.benefits had a favorable impact on our 2019 effective tax rate.


Liquidity and Capital Resources
Overview
Our principal uses of capital in the first three months of 20182019 were acquisition and development of new and strategic lot positions, operating expenses, home construction, repurchasing our common stock 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 to pay off our maturing senior notes.requirements. 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 months ended March 31, 2018 and March 31, 2017,2019, net cash provided by operating activities totaled $32.3 million versus net cash used in operations totaledoperating activities of $17.3 million and $84.8 million, respectively.in the first quarter of 2018. Operating cash flows in 20182019 and 20172018 benefited from cash generated by net earnings of $25.4 million and $43.9 million, and $23.6 million, respectively,respectively. For the three months ended March 31, 2019, net earnings were offset mainly by increasesa decrease in accounts payable and accrued liabilities of $12.2 million. For the three months ended March 31, 2018, net earnings were offset by an increase in real estate of $87.7 million, and $89.2 million, respectively, reflecting increased land and land development and home construction spending.

Investing Cash Flow Activities

During the three months ended March 31, 2018,2019, net cash used in investing activities totaled $6.4$6.3 million as compared to $3.2$6.4 million for the same period in 2017.2018. Cash used in investing activities in the first three months of 20182019 and 20172018 is mainly attributable to the purchases of property and equipment of $6.4$5.2 million and $3.2$6.4 million for the 20182019 and 20172018 periods, respectively.

Financing Cash Flow Activities

During the three months ended March 31, 2018,2019, net cash used in financing activities totaled $9.9 million as compared to net cash provided by financing activities totaledof $25.5 million as compared to $42.0 million for the same period in 2017.2018. The net cash used in financing activities in 2019 primarily reflects repurchases of our common stock of $9.0 million. The net cash provided by financing activities in 2018 is primarily the result of $206.0 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. Our 2017 results were mainly attributable to $45.0 million in proceeds from our Credit Facility partially offset by $3.0 million in payments of loans payable and other borrowings.



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 income 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 weWe 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 depletedour supply of lots, however in recent quarters our cash outlaysgenerated from operations have exceeded our cash generated from operations. Weoutlays. Accordingly, we expect future cash needs to begin to moderate and for cash generated from on-going operations to support our expected growth.growth in the near term to be funded from our on-going operations.

During the three months ended March 31, 2018,2019, we closed 1,7251,765 homes, purchased about 2,7001,900 lots for $112.0$66.8 million, spent $84.9$74.4 million on land development and started construction on 2,1121,966 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 quarter of 20182019 with $172.6$327.5 million of cash and cash equivalents, a $1.8an increase of $16.0 million increase from December 31, 2017.2018 and had no outstanding borrowings on our Credit Facility.



We expect to generate cash from the sale of our inventory, but we intend to redeploy most of 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.

The Company's Credit Facility has been amended from timeOn February 13, 2019, the Board of Directors authorized a new stock repurchase program, authorizing the expenditure of up to time$100.0 million to among other things, increaserepurchase shares of our common stock. This program followed the aggregate commitment to $625.0completion of the $100.0 million initially consisting of $565 million of Class A commitments maturingstock repurchase program approved in July 20212018 and $60.0 millioncompleted in the fourth quarter 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 2021.2018. There is no stated expiration for this program. The Credit Facility has an accordion feature that permits the size of the facility to increase to a maximum of $725.0 million. 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, 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 redemptionrepurchases of the Company's 4.50% Senior Notes that were due to mature on March 1, 2018. Reference isshares may be made to Notes 5 and 6 in the accompanying unaudited consolidated financial statements.


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 three months ended March 31, 2019, we purchased and retired 208,840 shares of our common stock at an aggregate purchase price of $9.0 million and as of March 31, 2019, $91.0 million remained available under this program.

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 March 31, 2019 December 31, 2018
Notes payable and other borrowings $1,311,348
 $1,283,804
 $1,309,300
 $1,310,057
Stockholders’ equity 1,625,332
 1,576,825
 1,743,071
 1,720,755
Total capital $2,936,680
 $2,860,629
 $3,052,371
 $3,030,812
Debt-to-capital (1)
 44.7% 44.9% 42.9% 43.2%
Notes payable and other borrowings $1,311,348
 $1,283,804
 $1,309,300
 $1,310,057
Less: cash and cash equivalents (172,552) (170,746) (327,499) (311,466)
Net debt 1,138,796
 1,113,058
 981,801
 998,591
Stockholders’ equity 1,625,332
 1,576,825
 1,743,071
 1,720,755
Total net capital $2,764,128
 $2,689,883
 $2,724,872
 $2,719,346
Net debt-to-capital (2)
 41.2% 41.4% 36.0% 36.7%
 
(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 and increase our liquidity. 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, 2018.2019. Our actual financial covenant calculations as of March 31, 20182019 are reflected in the table below.
Financial Covenant (dollars in thousands):Covenant Requirement Actual
Minimum Tangible Net Worth> $1,069,186$1,214,870 $1,586,3341,703,641
Leverage Ratio< 60% 39%33%
Interest Coverage Ratio (1)
> 1.50 4.544.60
Minimum Liquidity (1)
> $82,019$85,852 $702,1951,038,228
Investments other than defined permitted investments< $475,901$511,092 $16,44115,661

(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, 4,5 and 1516 in the accompanying Notesnotes 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 PRIMEPrime (see Note 56 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 $509,000 of total reserves not related to warranty or construction defect matters. See Note 1 and Note 16 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 in Part I, Item 1A.IA. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017,2018, which could materially affect our business, financial condition or future results. The risks described 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.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
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.
Issuer Purchases of Equity Securities
On February 13, 2019, the Board of Directors authorized a new stock repurchase program, authorizing the expenditure of up to $100.0 million to repurchase shares of our common stock. This program follows the completion of the $100.0 million stock repurchase program approved in July 2018 and completed in the fourth quarter of 2018. 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 March 31, 2019, there was $91.0 million available under this program to repurchase shares.
A summary of the Company's repurchase activity for the three months ended March 31, 2019 is as follows:
PeriodTotal 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
January 1 - January 31, 2019—
 $—
 —
 $—
February 1 - February 28, 2019—
 $—
 —
 $—
March 1 - March 31, 2019208,840
 $42.89
 208,840
 $91,043,337
Total208,840
   208,840
  


Item 6.Exhibits

Exhibit
Number
DescriptionPage or Method of Filing
3.1Restated Articles of Incorporation of Meritage Homes CorporationIncorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002
   
3.1.1Amendment to Articles of Incorporation of Meritage Homes CorporationIncorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004
   
3.1.2Amendment to Articles of Incorporation of Meritage Homes CorporationIncorporated by reference to Appendix A of the Proxy Statement for the Registrant's 2006 Annual Meeting of Stockholders
   
3.1.3Amendment to Articles of Incorporation of Meritage Homes CorporationIncorporated by reference to Appendix B of Proxy Statement for the Registrant's 2008 Annual Meeting of Stockholders
   
3.1.4Amendment to Articles of Incorporation of Meritage Homes CorporationIncorporated by reference to Appendix A of the Definitive Proxy Statement filed with the Securities and Exchange Commission on January 9, 2009
   
3.2Amended and Restated Bylaws of Meritage Homes CorporationIncorporated by reference to Exhibit 3.1 of Form 8-K dated May 10, 2017
   
10.1Registration Rights Agreement relating to 6.00% Senior Notes due 2025Incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 16, 2018
10.2Steve Hilton - Notice of Additional LTI Opportunity and Additional Restricted Stock Unit AwardIncorporated by reference to Exhibit 10.1 of Form 8-K filed on March 26, 2018
10.3Tim White - Notice of Approved 2018 CompensationIncorporated by reference to Exhibit 10.2 of Form 8-K filed on March 26, 2018
10.4Hilla Sferruzza - Notice of Approved 2018 CompensationIncorporated by reference to Exhibit 10.3 of Form 8-K filed on March 26, 2018
10.5Philippe Lord - Notice of Approved 2018 CompensationIncorporated by reference to Exhibit 10.4 of Form 8-K filed on March 26, 2018
10.6Javier Feliciano - Notice of Approved 2018 CompensationIncorporated by reference to Exhibit 10.5 of Form 8-K filed on March 26, 2018
31.1Rule 13a-14(a)/15d-14(a) Certification of Steven J. Hilton, Chief Executive OfficerFiled herewith
   
31.2Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial OfficerFiled herewith
   
32.1Section 1350 Certification of Chief Executive Officer and Chief Financial OfficerFurnished herewith
   
101.0The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q for the three and three months ended March 31, 20182019 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, 201829, 2019  

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 months ended March 31, 20182019 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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