UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2021March 31, 2022
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
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.) |
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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 Former Fiscal Year, if Changed Since Last Report) | | | | | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock $.01 par value | MTH | New York Stock Exchange |
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 ☒ No ☐
Indicate by a checkmark whether the registrant has submitted electronically every Interactive Date File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | |
Large accelerated filer | ý | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | 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 ☒
Common shares outstanding as of July 26, 2021: 37,646,856April 25, 2022: 36,695,048
MERITAGE HOMES CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021MARCH 31, 2022
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| | | | | |
| | | June 30, 2021 | | December 31, 2020 | | | March 31, 2022 | | December 31, 2021 |
Assets | Assets | | | | | Assets | | | | |
Cash and cash equivalents | Cash and cash equivalents | | $ | 684,374 | | | $ | 745,621 | | Cash and cash equivalents | | $ | 520,395 | | | $ | 618,335 | |
| Other receivables | Other receivables | | 131,104 | | | 98,573 | | Other receivables | | 155,380 | | | 147,548 | |
Real estate | Real estate | | 3,251,787 | | | 2,778,039 | | Real estate | | 4,027,950 | | | 3,734,408 | |
| Real estate not owned | | Real estate not owned | | 8,011 | | | 8,011 | |
Deposits on real estate under option or contract | Deposits on real estate under option or contract | | 74,397 | | | 59,534 | | Deposits on real estate under option or contract | | 93,432 | | | 90,679 | |
Investments in unconsolidated entities | Investments in unconsolidated entities | | 3,943 | | | 4,350 | | Investments in unconsolidated entities | | 5,631 | | | 5,764 | |
Property and equipment, net | Property and equipment, net | | 36,224 | | | 38,933 | | Property and equipment, net | | 38,299 | | | 37,340 | |
Deferred tax assets, net | Deferred tax assets, net | | 33,502 | | | 36,040 | | Deferred tax assets, net | | 40,515 | | | 40,672 | |
Prepaids, other assets and goodwill | Prepaids, other assets and goodwill | | 106,222 | | | 103,308 | | Prepaids, other assets and goodwill | | 168,548 | | | 124,776 | |
Total assets | Total assets | | $ | 4,321,553 | | | $ | 3,864,398 | | Total assets | | $ | 5,058,161 | | | $ | 4,807,533 | |
Liabilities | Liabilities | | | | | Liabilities | | | | |
Accounts payable | Accounts payable | | $ | 215,221 | | | $ | 175,250 | | Accounts payable | | $ | 280,114 | | | $ | 216,009 | |
Accrued liabilities | Accrued liabilities | | 282,762 | | | 296,121 | | Accrued liabilities | | 388,921 | | | 337,277 | |
Home sale deposits | Home sale deposits | | 33,958 | | | 25,074 | | Home sale deposits | | 48,278 | | | 42,610 | |
| Liabilities related to real estate not owned | | Liabilities related to real estate not owned | | 7,210 | | | 7,210 | |
Loans payable and other borrowings | Loans payable and other borrowings | | 19,534 | | | 23,094 | | Loans payable and other borrowings | | 22,561 | | | 17,552 | |
Senior notes, net | Senior notes, net | | 1,141,934 | | | 996,991 | | Senior notes, net | | 1,142,762 | | | 1,142,486 | |
Total liabilities | Total liabilities | | 1,693,409 | | | 1,516,530 | | Total liabilities | | 1,889,846 | | | 1,763,144 | |
Stockholders’ Equity | Stockholders’ Equity | | | | | Stockholders’ Equity | | | | |
Preferred stock, par value $0.01. Authorized 10,000,000 shares; NaN issued and outstanding at June 30, 2021 and December 31, 2020 | | 0 | | | 0 | | |
Common stock, par value $0.01. Authorized 125,000,000 shares; 37,646,856 and 37,512,127 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | | 376 | | | 375 | | |
Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at March 31, 2022 and December 31, 2021 | | Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at March 31, 2022 and December 31, 2021 | | — | | | — | |
Common stock, par value $0.01. Authorized 125,000,000 shares; 36,695,048 and 37,340,855 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | | Common stock, par value $0.01. Authorized 125,000,000 shares; 36,695,048 and 37,340,855 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | | 367 | | | 373 | |
Additional paid-in capital | Additional paid-in capital | | 436,805 | | | 455,762 | | Additional paid-in capital | | 321,519 | | | 414,841 | |
Retained earnings | Retained earnings | | 2,190,963 | | | 1,891,731 | | Retained earnings | | 2,846,429 | | | 2,629,175 | |
| Total stockholders’ equity | Total stockholders’ equity | | 2,628,144 | | | 2,347,868 | | Total stockholders’ equity | | 3,168,315 | | | 3,044,389 | |
Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | | $ | 4,321,553 | | | $ | 3,864,398 | | Total liabilities and stockholders’ equity | | $ | 5,058,161 | | | $ | 4,807,533 | |
See accompanying notes to unaudited consolidated financial statementsstatements.
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 |
Homebuilding: | | | | | | | | |
Home closing revenue | | $ | 1,264,643 | | | $ | 1,031,591 | | | $ | 2,344,625 | | | $ | 1,922,008 | |
Land closing revenue | | 12,956 | | | 1,488 | | | 16,755 | | | 12,084 | |
Total closing revenue | | 1,277,599 | | | 1,033,079 | | | 2,361,380 | | | 1,934,092 | |
Cost of home closings | | (919,342) | | | (810,895) | | | (1,732,669) | | | (1,522,952) | |
Cost of land closings | | (13,288) | | | (2,936) | | | (16,540) | | | (13,149) | |
Total cost of closings | | (932,630) | | | (813,831) | | | (1,749,209) | | | (1,536,101) | |
Home closing gross profit | | 345,301 | | | 220,696 | | | 611,956 | | | 399,056 | |
Land closing gross (loss)/profit | | (332) | | | (1,448) | | | 215 | | | (1,065) | |
Total closing gross profit | | 344,969 | | | 219,248 | | | 612,171 | | | 397,991 | |
Financial Services: | | | | | | | | |
Revenue | | 5,665 | | | 4,478 | | | 10,416 | | | 8,390 | |
Expense | | (2,367) | | | (1,758) | | | (4,538) | | | (3,493) | |
Earnings from financial services unconsolidated entities and other, net | | 1,317 | | | 1,069 | | | 2,497 | | | 1,730 | |
Financial services profit | | 4,615 | | | 3,789 | | | 8,375 | | | 6,627 | |
Commissions and other sales costs | | (73,889) | | | (70,408) | | | (141,633) | | | (131,581) | |
General and administrative expenses | | (43,156) | | | (36,176) | | | (81,105) | | | (70,346) | |
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Interest expense | | (77) | | | (2,105) | | | (167) | | | (2,121) | |
Other income, net | | 1,377 | | | 1,514 | | | 2,175 | | | 2,125 | |
Loss on early extinguishment of debt | | (18,188) | | | 0 | | | (18,188) | | | 0 | |
Earnings before income taxes | | 215,651 | | | 115,862 | | | 381,628 | | | 202,695 | |
Provision for income taxes | | (48,262) | | | (25,184) | | | (82,396) | | | (40,865) | |
Net earnings | | $ | 167,389 | | | $ | 90,678 | | | $ | 299,232 | | | $ | 161,830 | |
Earnings per common share: | | | | | | | | |
Basic | | $ | 4.43 | | | $ | 2.41 | | | $ | 7.93 | | | $ | 4.28 | |
Diluted | | $ | 4.36 | | | $ | 2.38 | | | $ | 7.80 | | | $ | 4.20 | |
Weighted average number of shares: | | | | | | | | |
Basic | | 37,818 | | | 37,599 | | | 37,731 | | | 37,842 | |
Diluted | | 38,377 | | | 38,169 | | | 38,357 | | | 38,512 | |
| | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2022 | | 2021 | |
Homebuilding: | | | | | |
Home closing revenue | | $ | 1,245,456 | | | $ | 1,079,982 | | |
Land closing revenue | | 41,478 | | | 3,799 | | |
Total closing revenue | | 1,286,934 | | | 1,083,781 | | |
Cost of home closings | | (867,807) | | | (813,327) | | |
Cost of land closings | | (30,685) | | | (3,252) | | |
Total cost of closings | | (898,492) | | | (816,579) | | |
Home closing gross profit | | 377,649 | | | 266,655 | | |
Land closing gross profit | | 10,793 | | | 547 | | |
Total closing gross profit | | 388,442 | | | 267,202 | | |
Financial Services: | | | | | |
Revenue | | 4,672 | | | 4,751 | | |
Expense | | (2,512) | | | (2,171) | | |
Earnings from financial services unconsolidated entities and other, net | | 1,174 | | | 1,180 | | |
Financial services profit | | 3,334 | | | 3,760 | | |
Commissions and other sales costs | | (65,540) | | | (67,744) | | |
General and administrative expenses | | (39,995) | | | (37,949) | | |
| | | | | |
Interest expense | | (41) | | | (90) | | |
Other (expense)/ income, net | | (317) | | | 798 | | |
Earnings before income taxes | | 285,883 | | | 165,977 | | |
Provision for income taxes | | (68,629) | | | (34,134) | | |
Net earnings | | $ | 217,254 | | | $ | 131,843 | | |
Earnings per common share: | | | | | |
Basic | | $ | 5.87 | | | $ | 3.50 | | |
Diluted | | $ | 5.79 | | | $ | 3.44 | | |
Weighted average number of shares: | | | | | |
Basic | | 36,996 | | | 37,644 | | |
Diluted | | 37,527 | | | 38,339 | | |
See accompanying notes to unaudited consolidated financial statementsstatements.
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| | | | Six Months Ended June 30, | | | Three Months Ended March 31, |
| | | 2021 | | 2020 | | | 2022 | | 2021 |
Cash flows from operating activities: | Cash flows from operating activities: | | | | | Cash flows from operating activities: | | | | |
Net earnings | Net earnings | | $ | 299,232 | | | $ | 161,830 | | Net earnings | | $ | 217,254 | | | $ | 131,843 | |
Adjustments to reconcile net earnings to net cash (used in)/provided by operating activities: | | |
Adjustments to reconcile net earnings to net cash provided by/(used in) operating activities: | | Adjustments to reconcile net earnings to net cash provided by/(used in) operating activities: | |
Depreciation and amortization | Depreciation and amortization | | 13,414 | | | 14,551 | | Depreciation and amortization | | 5,759 | | | 6,535 | |
Stock-based compensation | Stock-based compensation | | 8,590 | | | 9,594 | | Stock-based compensation | | 5,975 | | | 5,367 | |
Loss on early extinguishment of debt | | 18,188 | | | 0 | | |
| Equity in earnings from unconsolidated entities | Equity in earnings from unconsolidated entities | | (1,807) | | | (1,691) | | Equity in earnings from unconsolidated entities | | (936) | | | (750) | |
| Distributions of earnings from unconsolidated entities | Distributions of earnings from unconsolidated entities | | 2,215 | | | 1,491 | | Distributions of earnings from unconsolidated entities | | 1,069 | | | 1,100 | |
Other | Other | | 2,266 | | | 2,548 | | Other | | 208 | | | 2,651 | |
Changes in assets and liabilities: | Changes in assets and liabilities: | | Changes in assets and liabilities: | |
(Increase)/decrease in real estate | | (469,733) | | | 9,655 | | |
(Increase)/decrease in deposits on real estate under option or contract | | (14,863) | | | 2,225 | | |
(Increase)/decrease in other receivables, prepaids and other assets | | (36,390) | | | 3,469 | | |
Increase in real estate | | Increase in real estate | | (283,885) | | | (193,395) | |
Increase in deposits on real estate under option or contract | | Increase in deposits on real estate under option or contract | | (2,753) | | | (4,821) | |
Increase in other receivables, prepaids and other assets | | Increase in other receivables, prepaids and other assets | | (52,098) | | | (7,118) | |
Increase in accounts payable and accrued liabilities | Increase in accounts payable and accrued liabilities | | 26,532 | | | 34,772 | | Increase in accounts payable and accrued liabilities | | 115,927 | | | 38,743 | |
Increase/(decrease) in home sale deposits | | 8,884 | | | (999) | | |
Net cash (used in)/provided by operating activities | | (143,472) | | | 237,445 | | |
Increase in home sale deposits | | Increase in home sale deposits | | 5,668 | | | 5,899 | |
Net cash provided by/(used in) operating activities | | Net cash provided by/(used in) operating activities | | 12,188 | | | (13,946) | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | | Cash flows from investing activities: | | | | |
Investments in unconsolidated entities | Investments in unconsolidated entities | | (1) | | | (3) | | Investments in unconsolidated entities | | — | | | (1) | |
Distributions of capital from unconsolidated entities | | 0 | | | 1,000 | | |
| Purchases of property and equipment | Purchases of property and equipment | | (10,970) | | | (10,343) | | Purchases of property and equipment | | (6,423) | | | (4,993) | |
Proceeds from sales of property and equipment | Proceeds from sales of property and equipment | | 292 | | | 259 | | Proceeds from sales of property and equipment | | 178 | | | 84 | |
Maturities/sales of investments and securities | Maturities/sales of investments and securities | | 2,697 | | | 632 | | Maturities/sales of investments and securities | | 2,213 | | | 2,566 | |
Payments to purchase investments and securities | Payments to purchase investments and securities | | (2,697) | | | (632) | | Payments to purchase investments and securities | | (2,213) | | | (2,566) | |
Net cash used in investing activities | Net cash used in investing activities | | (10,679) | | | (9,087) | | Net cash used in investing activities | | (6,245) | | | (4,910) | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | | Cash flows from financing activities: | | | | |
| Repayment of loans payable and other borrowings | Repayment of loans payable and other borrowings | | (5,758) | | | (2,389) | | Repayment of loans payable and other borrowings | | (4,580) | | | (1,947) | |
Repayment of senior notes | | (317,690) | | | 0 | | |
Proceeds from issuance of senior notes | | 450,000 | | | 0 | | |
Payment of debt issuance costs | | (6,102) | | | 0 | | |
| | Repurchase of shares | Repurchase of shares | | (27,546) | | | (60,813) | | Repurchase of shares | | (99,303) | | | (8,385) | |
| Net cash provided by/(used in) financing activities | | 92,904 | | | (63,202) | | |
Net (decrease)/increase in cash and cash equivalents | | (61,247) | | | 165,156 | | |
Net cash used in financing activities | | Net cash used in financing activities | | (103,883) | | | (10,332) | |
Net decrease in cash and cash equivalents | | Net decrease in cash and cash equivalents | | (97,940) | | | (29,188) | |
Cash and cash equivalents, beginning of period | Cash and cash equivalents, beginning of period | | 745,621 | | | 319,466 | | Cash and cash equivalents, beginning of period | | 618,335 | | | 745,621 | |
Cash and cash equivalents, end of period | Cash and cash equivalents, end of period | | $ | 684,374 | | | $ | 484,622 | | Cash and cash equivalents, end of period | | $ | 520,395 | | | $ | 716,433 | |
See Supplemental Disclosure of Cash Flow Information in Note 13.
See accompanying notes to unaudited consolidated financial statementsstatements.
MERITAGE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION
Organization. Meritage Homes Corporation ("Meritage Homes") is a leading designer and builder of single-family homes. We primarily build in historically high-growth regions of the United States and offer a variety of homes that are designed for the entry-level and first move-up buyers.homes. We have homebuilding operations in 3 regions: West, Central and East, which are comprised of 910 states: Arizona, California, Colorado, Texas, Florida, Georgia, North Carolina, South Carolina, Tennessee and Tennessee.Utah. We also operate a financial services reporting segment. In this segment, we offer title and escrow, mortgage, and insurance services. Carefree Title Agency, Inc. ("Carefree Title"), our wholly-owned title company, provides title insurance and closing/settlement services to our homebuyers. Managing our own title operations allows us greater control over the entire escrow and closing cycles in addition to generating additional revenue. Meritage Homes Insurance Agency Inc. (“Meritage Insurance"Insurance”), our wholly-owned insurance broker, works in collaboration with insurance companies nationwide to offer homeowners insurance and other insurance products to our homebuyers. Our financial services operations also provideprovides mortgage services to our homebuyers through an unconsolidated joint venture.
We commenced our homebuilding operations in 1985 through our predecessor company, known as Monterey Homes. Meritage Homes Corporation was incorporated in the state of Maryland in 1988 under the name of Homeplex Mortgage Investments Corporation and merged with Monterey Homes in 1996, at which time our name was changed to Monterey Homes Corporation and later ultimately to Meritage Homes Corporation. Since that time, we have engaged in homebuilding and related activities and ceased to operate as a real estate investment trust.activities. Meritage Homes Corporation operates as a holding company and has no independent assets or operations. Its homebuilding construction, development and sales activities are conducted through its subsidiaries. Our homebuilding activities are conducted under the name of Meritage Homes in each of our homebuilding markets. At June 30, 2021,March 31, 2022, we were actively selling homes in 226268 communities, with base prices ranging from approximately $229,000$244,000 to $869,000.$1,300,000.
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 audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.2021. The unaudited 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 consolidated financial statements include all normal and recurring adjustments 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 $77.0$104.1 million and $61.3$95.4 million are included in cash and cash equivalents at June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.
Real Estate. Real estate inventory is stated at cost unless the community or land is determined to be impaired, at which point the inventory is written down to fair value as required by Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment (“("ASC 360-10”360-10"). Inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, 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 when home construction begins. Home construction costs are accumulated on a per-home basis, while selling and marketing costs are expensed as incurred. Cost of home closings includes the specific construction costs of the home and all related allocated land acquisition, land development and other common costs (both incurred and estimated to be incurred) that are allocated based upon the total number of homes expected to be closed in each community or phase. Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in that community or phase. When a home closes, we may have incurred costs for goods and services that have not yet been paid. An accruedWe accrue a liability to capture such obligations is recorded in connection with the home closing andwhich is charged directly to costCost of sales.home closings.
We capitalize qualifying interest to inventory during the development and construction periods. Capitalized interest is included in cost of closings when the related inventory is closed. Included within our real estate inventory is land held for development and land held for sale. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for these inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.
We rely on certain estimates to determine our construction and land development costs. Construction and land costs are comprised of direct and allocated costs, including estimated future costs. In determining these costs, we compile project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. Actual results can differ from budgeted amounts for various reasons, including construction and weather delays, labor or material shortages, slower absorptions, increases in costs that have not yet been committed, changes in governmental requirements, or other unanticipated issues or delays encountered during construction and development and other factors beyond our control. To address uncertainty in these budgets, we assess, update and revise project budgets on a regular basis, utilizing the most current information available to estimate home construction and land development costs.
Typically, a community's life cycle ranges from three to five years, commencing with the acquisition of the land, continuing through the land development phase, if applicable, and concluding with the sale, construction and closing of the homes. Actual community lives will vary based on the size of the community, the salesorders absorption raterates and whether the land purchased was raw, partially-developed or in finished status. Master-planned communities encompassing several phases and super-block land parcels may have significantly longer lives and projects involving smaller finished lot purchases may be significantly shorter.
All of our land inventory and related real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP. Impairment charges are recorded to write down an asset to its estimated fair value ifIf the undiscounted cash flows expected to be generated by thean asset are lower than its carrying amount.amount, impairment charges are recorded to write down the asset to its estimated fair value. Our determination of fair value is based on projections and estimates. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. OurWe conduct an analysis is conducted if indicationindicators of a decline in value of our land and real estate assets exists. If an asset is deemed to be impaired, the impairment recognized is measured as the amount by which the asset'sassets' carrying amount exceeds itstheir fair value. The impairment of a community is allocated to each lot on a straight-line basis. See Note 2 for additional information related to real estate.
Deposits. Deposits paid related to land option and purchase contracts are recorded and classified as Deposits on real estate under option or contract until the related land is purchased. Deposits are reclassified as a component of real estate inventory at the time the deposit is used to offset the acquisition price of the lotsland based on the terms of the underlying agreements. To the extent they are non-refundable, deposits are chargedexpensed to expenseCost of home closings if the land acquisition is terminated or no longer considered probable. Since our acquisition contracts typically do not require specific performance, we do not consider such contracts to be contractual obligations to purchase the land and our total exposure under such contracts is limited to the loss of any nonrefundablenon-refundable deposits and any ancillary capitalized costs. Our Deposits on real estate under option or contract were $74.4$93.4 million and $59.5$90.7 million as of June 30, 2021March 31, 2022 and December 31, 2020,2021, 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 assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. Such qualitative factors include: (1) macroeconomic conditions, such as a deterioration in general economic conditions, (2) industry and market considerations such as deterioration in the environment in which the entity operates, (3) cost factors such as increases in raw materials, labor costs, etc., and (4) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings. If the qualitative analysis determines that additional impairment testing is required, a two-step impairment test in accordance with ASC 350 would be initiated. We continually evaluate our qualitative inputs to assess whether events and circumstances have occurred that indicate the goodwill balance may not be recoverable. See Note 9 for additional information on our goodwill assets.
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. Leases that meet the criteria of ASC 842 are recorded on our unaudited consolidated balance sheets as right-of-use ("ROU") assets and lease liabilities. ROU assets are classified within Prepaids, other assets
and goodwill on ourthe accompanying unaudited consolidated balance sheets, while lease liabilities are classified within Accrued liabilities on ourthe accompanying unaudited consolidated balance sheets.
The table below outlines our ROU assets and lease liabilities (in thousands): | | | | | | | | | | | | | | |
| | As of |
| | June 30, 2021 | | December 31, 2020 |
ROU assets | | $ | 18,546 | | | $ | 21,624 | |
Lease liabilities | | 24,439 | | | 28,254 | |
| | | | | | | | | | | | | | |
| | As of |
| | March 31, 2022 | | December 31, 2021 |
ROU assets | | $ | 19,314 | | | $ | 21,038 | |
Lease liabilities | | 24,052 | | | 26,171 | |
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 optimizing deal structure for the impacted parties and leveraging our capital base, although our participation in such ventures is currently very limited. See Note 4 for additional discussion of our investments in unconsolidated entities.
Off-Balance Sheet Arrangements - Other. In the normal course of business, we may acquire lots from various development entities pursuant to optionpurchase and purchaseoption agreements. The purchase price generally approximates the market price at the date the contract is executed (with possible future escalators). and may have staggered purchase schedules. See Note 3 for additional information on these off-balance sheet arrangements.
Surety Bonds and Letters of Credit. We provide surety bonds orand letters of credit in support of our obligations relating to the development of our projects and other corporate purposes in lieu of cash deposits. The amount of these obligations outstanding at any time varies depending on the stage and level of our development activities. Bonds are generally not wholly released until all development activities under the bond are complete. In the event a bond or letter of credit is drawn upon, we would be obligated to reimburse the issuer for any amounts advanced under the bond or letter of credit. We believe it is unlikely that any significant amounts of these bonds or letters of credit will be drawn upon.
The table below outlines our surety bond and letter of credit obligations (in thousands): | | | As of | | As of |
| | June 30, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
| | 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: | | | | | | | | Sureties: | | | | | | | |
| Sureties related to owned projects and lots under contract | Sureties related to owned projects and lots under contract | $ | 612,942 | | | $ | 326,213 | | | $ | 478,788 | | | $ | 216,708 | | Sureties related to owned projects and lots under contract | $ | 677,014 | | | $ | 379,639 | | | $ | 620,297 | | | $ | 352,152 | |
Total Sureties | Total Sureties | $ | 612,942 | | | $ | 326,213 | | | $ | 478,788 | | | $ | 216,708 | | Total Sureties | $ | 677,014 | | | $ | 379,639 | | | $ | 620,297 | | | $ | 352,152 | |
Letters of Credit (“LOCs”): | Letters of Credit (“LOCs”): | | | | | | | | Letters of Credit (“LOCs”): | | | | | | | |
| LOCs for land development | LOCs for land development | 70,745 | | | N/A | | 93,661 | | | N/A | LOCs for land development | 56,571 | | | N/A | | 57,396 | | | N/A |
LOCs for general corporate operations | LOCs for general corporate operations | 3,375 | | | N/A | | 3,750 | | | N/A | LOCs for general corporate operations | 5,000 | | | N/A | | 5,000 | | | N/A |
Total LOCs | Total LOCs | $ | 74,120 | | | N/A | | $ | 97,411 | | | N/A | Total LOCs | $ | 61,571 | | | N/A | | $ | 62,396 | | | N/A |
Accrued Liabilities. Accrued liabilities at June 30, 2021March 31, 2022 and December 31, 20202021 consisted of the following (in thousands): | | | As of | | As of |
| | | June 30, 2021 | | December 31, 2020 | | | March 31, 2022 | | December 31, 2021 |
Accruals related to real estate development and construction activities | Accruals related to real estate development and construction activities | | $ | 106,766 | | | $ | 92,701 | | Accruals related to real estate development and construction activities | | $ | 131,697 | | | $ | 115,214 | |
Payroll and other benefits | Payroll and other benefits | | 68,150 | | | 88,337 | | Payroll and other benefits | | 57,205 | | | 102,773 | |
Accrued interest | Accrued interest | | 7,280 | | | 8,457 | | Accrued interest | | 21,459 | | | 5,556 | |
Accrued taxes | Accrued taxes | | 29,695 | | | 34,373 | | Accrued taxes | | 103,366 | | | 37,297 | |
Warranty reserves | Warranty reserves | | 25,065 | | | 23,743 | | Warranty reserves | | 26,667 | | | 26,264 | |
Lease liabilities | Lease liabilities | | 24,439 | | | 28,254 | | Lease liabilities | | 24,052 | | | 26,171 | |
Other accruals | Other accruals | | 21,367 | | | 20,256 | | Other accruals | | 24,475 | | | 24,002 | |
Total | Total | | $ | 282,762 | | | $ | 296,121 | | Total | | $ | 388,921 | | | $ | 337,277 | |
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 for the first year after the close of the home, a major mechanical warranty for two years after the close of the home and a structural warranty that typically extends up to 10 years after the close of the home. With the assistance of an actuary, we have estimated thethese reserves for the structural warranty based on the number of homes still under warranty and our 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. Based on such reviews of warranty costs incurred, we did not adjust the warranty reserve balance in the three or six months ended June 30, 2021March 31, 2022 or 2020.2021. Included in the warranty reserve balances at June 30, 2021March 31, 2022 and December 31, 20202021 reflected in the table below are case-specific reserves for a warranty matter related to alleged stucco defectsmatters, as discussed in certain Florida homes we constructed between 2006 and 2016 and water drainage issues in a single community in Florida. See Note 15 for additional information regarding these case-specific reserves.15.
A summary of changes in our warranty reserves follows (in thousands): | | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Balance, beginning of period | Balance, beginning of period | $ | 23,767 | | | $ | 22,090 | | | $ | 23,743 | | | $ | 22,015 | | Balance, beginning of period | $ | 26,264 | | | $ | 23,743 | | |
Additions to reserve from new home deliveries | Additions to reserve from new home deliveries | 4,514 | | | 4,218 | | | 8,324 | | | 8,028 | | Additions to reserve from new home deliveries | 4,528 | | | 3,810 | | |
Warranty claims | Warranty claims | (3,216) | | | (4,730) | | | (7,002) | | | (8,465) | | Warranty claims | (4,125) | | | (3,786) | | |
Adjustments to pre-existing reserves | Adjustments to pre-existing reserves | 0 | | | 0 | | | 0 | | | 0 | | Adjustments to pre-existing reserves | — | | | — | | |
Balance, end of period | Balance, end of period | $ | 25,065 | | | $ | 21,578 | | | $ | 25,065 | | | $ | 21,578 | | Balance, end of period | $ | 26,667 | | | $ | 23,767 | | |
Warranty reserves are included in Accrued liabilities on the accompanying unaudited consolidated balance sheets, and additions and adjustments to the reserves 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, as discussed previously.materials. We believe that our total reserves, coupled with our contractual relationships and rights with our trades and the insurance we and our trades 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.
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 obligations. The performance obligations and subsequent revenue recognition for our three sources of revenue are outlined below:
•Revenue from closings of residential real estate is recognized when closings have occurred, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.
•Revenue from land sales is recognized when a significant down payment is received, title passes, and collectability of the receivable, if any, is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.
•Revenue from financial services is recognized when closings have occurred and all financial services have been rendered, which is generally upon the close of escrow.
Home closing and land saleclosing revenue expected to be recognized in any future year related to remaining performance obligations (if any) and the associated contract liabilities expected to be recognized as revenue, excluding revenue pertaining to contracts that have an original expected duration of one year or less, is not material. Revenue from financial services includes estimated future insurance policy renewal commissions as our performance obligations are satisfied upon issuance of the initial policy with a third party broker. The related contract assets for these estimated future renewal commissions are 0tnot material at June 30, 2021March 31, 2022 and December 31, 2020.2021. Our three sources of revenue are disaggregated by type in the accompanying unaudited consolidated income statements.
Recent Accounting Pronouncements.
In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies theThere are no recent accounting for income taxes by eliminating certain exceptions within Accounting Standards Codification Topic 740, Income Taxes, and clarifying other areas of existing guidance. ASU 2019-12 was effective for us on January 1, 2021, and the adoption did notpronouncements that are expected to have a material impact on our financial statements or financial statement disclosures.
NOTE 2 — REAL ESTATE AND CAPITALIZED INTEREST
Real estate consists of the following (in thousands): | | | As of | | As of |
| | June 30, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Homes under contract under construction (1) | Homes under contract under construction (1) | | $ | 1,069,511 | | | $ | 873,365 | | Homes under contract under construction (1) | | $ | 1,294,680 | | | $ | 1,039,822 | |
Unsold homes, completed and under construction (1) | Unsold homes, completed and under construction (1) | | 353,047 | | | 357,861 | | Unsold homes, completed and under construction (1) | | 496,058 | | | 484,999 | |
Model homes (1) | Model homes (1) | | 73,846 | | | 82,502 | | Model homes (1) | | 81,770 | | | 81,049 | |
Finished home sites and home sites under development (2) (3) | | 1,755,383 | | | 1,464,311 | | |
Finished home sites and home sites under development (2)(3) | | Finished home sites and home sites under development (2)(3) | | 2,155,442 | | | 2,128,538 | |
Total | Total | | $ | 3,251,787 | | | $ | 2,778,039 | | Total | | $ | 4,027,950 | | | $ | 3,734,408 | |
(1)Includes the allocated land and land development costs associated with each lot for these homes.
(2)Includes raw land, land held for development and land held for sale, less impairments, if any. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.
(3)Includes land held for sale of $29.9$57.7 million and $72.7$62.1 million as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively.
Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred to applicable qualifying assets in connection with our real estate development and construction activities. Capitalized interest is allocated to active real estate when incurred and charged to costCost of closings when the related property is delivered. A summary of our capitalized interest is as follows (in thousands): | | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Capitalized interest, beginning of period | Capitalized interest, beginning of period | $ | 57,540 | | | $ | 78,162 | | | $ | 58,940 | | | $ | 82,014 | | Capitalized interest, beginning of period | $ | 56,253 | | | $ | 58,940 | | |
Interest incurred | Interest incurred | 16,321 | | | 17,550 | | | 32,413 | | | 34,085 | | Interest incurred | 15,213 | | | 16,092 | | |
Interest expensed | Interest expensed | (77) | | | (2,105) | | | (167) | | | (2,121) | | Interest expensed | (41) | | | (90) | | |
Interest amortized to cost of home and land closings | Interest amortized to cost of home and land closings | (17,074) | | | (20,725) | | | (34,476) | | | (41,096) | | Interest amortized to cost of home and land closings | (12,343) | | | (17,402) | | |
Capitalized interest, end of period | Capitalized interest, end of period | $ | 56,710 | | | $ | 72,882 | | | $ | 56,710 | | | $ | 72,882 | | Capitalized interest, end of period | $ | 59,082 | | | $ | 57,540 | | |
NOTE 3 — VARIABLE INTEREST ENTITIES AND CONSOLIDATED REAL ESTATE NOT OWNED
We enter into purchase and option agreements for land or lots as part of the normal course of business. These purchase and option agreements enable us to acquire properties at one or multiple future dates at pre-determined prices. We believe these acquisition structures allow us to better leverage our balance sheet and reduce our financial risk associated with land acquisitions and allow us to better leverage our balance sheet.acquisitions. In accordance with ASC 810, Consolidation, we evaluate all purchase and option agreements for land to determine whether they are a variable interest entity ("VIE"), and if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are the primary beneficiary we are required to consolidate the VIE in our financial statements and reflect such assets and liabilities as Real estate not owned. As a result of our analyses, we determined that as of June 30, 2021March 31, 2022 and December 31, 2020,2021, we were not the primary beneficiary of any VIEs from which we have acquired rights to land or lots under option contracts.
The table below presents a summary of our lots under option at June 30, 2021March 31, 2022 (dollars in thousands):
| | | | Projected Number of Lots | | Purchase Price | | Option/ Earnest Money Deposits–Cash | | | | Projected Number of Lots | | Purchase Price | | Option/ Earnest Money Deposits–Cash | |
Purchase and option contracts recorded on balance sheet as Real estate not owned(1) | Purchase and option contracts recorded on balance sheet as Real estate not owned(1) | | 0 | | | $ | 0 | | | $ | 0 | | | Purchase and option contracts recorded on balance sheet as Real estate not owned(1) | | 1 | | | $ | 8,011 | | | $ | 801 | | |
Option contracts — non-refundable deposits, committed (1)(2) | Option contracts — non-refundable deposits, committed (1)(2) | | 8,901 | | | 469,798 | | | 38,094 | | | Option contracts — non-refundable deposits, committed (1)(2) | | 12,549 | | | 691,670 | | | 60,730 | | |
Purchase contracts — non-refundable deposits, committed (1)(2) | Purchase contracts — non-refundable deposits, committed (1)(2) | | 11,871 | | | 359,331 | | | 28,600 | | | Purchase contracts — non-refundable deposits, committed (1)(2) | | 11,573 | | | 317,561 | | | 23,346 | | |
Purchase and option contracts —refundable deposits, committed | Purchase and option contracts —refundable deposits, committed | | 2,650 | | | 89,326 | | | 886 | | | Purchase and option contracts —refundable deposits, committed | | 1,890 | | | 59,854 | | | 1,490 | | |
Total committed | Total committed | | 23,422 | | | 918,455 | | | 67,580 | | | Total committed | | 26,013 | | | 1,077,096 | | | 86,367 | | |
Purchase and option contracts — refundable deposits, uncommitted (2)(3) | Purchase and option contracts — refundable deposits, uncommitted (2)(3) | | 27,311 | | | 733,026 | | | 6,817 | | | Purchase and option contracts — refundable deposits, uncommitted (2)(3) | | 25,895 | | | 805,606 | | | 7,866 | | |
Total lots under contract or option | Total lots under contract or option | | 50,733 | | | $ | 1,651,481 | | | $ | 74,397 | | | Total lots under contract or option | | 51,908 | | | $ | 1,882,702 | | | $ | 94,233 | | |
Total purchase and option contracts not recorded on balance sheet (3)(4) | Total purchase and option contracts not recorded on balance sheet (3)(4) | | 50,733 | | | $ | 1,651,481 | | | $ | 74,397 | | (4) | Total purchase and option contracts not recorded on balance sheet (3)(4) | | 51,907 | | | $ | 1,874,691 | | | $ | 93,432 | | (5) |
(1)Real estate not owned represents a single parcel of land intended for multi-family housing that, once purchased, the Company intends to sell.
(2)Deposits are non-refundable except if certain contractual conditions are not performed by the selling party.
(2)(3)Deposits are refundable at our sole discretion. We have not completed our acquisition evaluation process and we have not internally committed to purchase these lots.
(3)(4)Except for our specific performance contracts recorded on our unaudited consolidated balance sheets as Real estate not owned (if any), none of our purchase or option contracts require us to purchase lots.
(4)(5)Amount is reflected onin our unaudited consolidated balance sheets in Deposits on real estate under option or contract as of June 30, 2021.March 31, 2022.
Generally, our options to purchase lots remain effective so long as we purchase a pre-established minimum number of lots each month or quarter, as determined by the respective agreement. Although the pre-established number is typically structured to approximate our expected rate of home construction starts, during a weakened homebuilding market, we may purchase lots at an absorption level that exceeds our sales and home starts pace needed to meet the pre-established minimum number of lots or restructure our original contract to terms that more accurately reflect our revised orders pace expectations. During a strong homebuilding market, we may accelerate our pre-established minimum purchases if allowed by the contract.
NOTE 4 - INVESTMENTS IN UNCONSOLIDATED ENTITIES
We may enter into joint ventures as a means of accessing larger parcels of land, expanding our market opportunities, managing our risk profile, optimizing deal structure for the impacted parties and leveraging our capital base. While purchasing land through a joint venture can be beneficial, currently we do not view joint ventures as critical to the success of our homebuilding operations. Our joint venture partners generally 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. Based on the structure of eachthese joint venture, itventures, they may or may not be consolidated into our results. As of June 30, 2021,March 31, 2022, we had 12 active equity-method land joint venture with limited operations.
As of June 30, 2021, we also participated inventures and 1 mortgage joint venture, which is engaged in mortgage activities and primarily provides services to our homebuyers. Our investment in this mortgage joint venture as of June 30, 2021 and December 31, 2020 was $0.7 million and $1.0 million, respectively.
Summarized condensed combined financial information related to unconsolidated joint ventures that are accounted for using the equity method was as follows (in thousands): | | | As of | | As of |
| | June 30, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Assets: | Assets: | | | | Assets: | | | |
Cash | Cash | $ | 3,949 | | | $ | 4,656 | | Cash | $ | 8,419 | | | $ | 7,983 | |
Real estate | Real estate | 5,729 | | | 5,745 | | Real estate | 7,992 | | | 7,989 | |
Other assets | Other assets | 4,524 | | | 5,118 | | Other assets | 12,078 | | | 3,903 | |
Total assets | Total assets | $ | 14,202 | | | $ | 15,519 | | Total assets | $ | 28,489 | | | $ | 19,875 | |
Liabilities and equity: | Liabilities and equity: | | | | Liabilities and equity: | | | |
Accounts payable and other liabilities | Accounts payable and other liabilities | $ | 4,525 | | | $ | 5,588 | | Accounts payable and other liabilities | $ | 16,581 | | | $ | 7,899 | |
| Equity of: | Equity of: | | Equity of: | |
Meritage (1) | Meritage (1) | 5,195 | | | 5,330 | | Meritage (1) | 4,726 | | | 4,752 | |
Other | Other | 4,482 | | | 4,601 | | Other | 7,182 | | | 7,224 | |
Total liabilities and equity | Total liabilities and equity | $ | 14,202 | | | $ | 15,519 | | Total liabilities and equity | $ | 28,489 | | | $ | 19,875 | |
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Revenue | Revenue | $ | 10,108 | | | $ | 10,550 | | | $ | 19,103 | | | $ | 17,273 | | Revenue | $ | 9,238 | | | $ | 8,995 | | |
Costs and expenses | Costs and expenses | (8,404) | | | (7,944) | | | (16,529) | | | (13,807) | | Costs and expenses | (8,272) | | | (8,125) | | |
Net earnings of unconsolidated entities | Net earnings of unconsolidated entities | $ | 1,704 | | | $ | 2,606 | | | $ | 2,574 | | | $ | 3,466 | | Net earnings of unconsolidated entities | $ | 966 | | | $ | 870 | | |
Meritage’s share of pre-tax earnings (1) (2) | Meritage’s share of pre-tax earnings (1) (2) | $ | 1,057 | | | $ | 1,048 | | | $ | 1,807 | | | $ | 1,735 | | Meritage’s share of pre-tax earnings (1) (2) | $ | 984 | | | $ | 750 | | |
(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 ourthe accompanying unaudited 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 from our mortgage joint venture is recorded in Earnings from financial services unconsolidated entities and other, net andon the accompanying unaudited consolidated income statements. Our share of pre-tax earnings from all other joint ventures is recorded in Other (expense)/income, net on ourthe accompanying 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.statements.
NOTE 5 — LOANS PAYABLE AND OTHER BORROWINGS
Loans payable and other borrowings consist of the following (in thousands): | | | As of | | As of |
| | June 30, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
Other borrowings, real estate notes payable (1) | Other borrowings, real estate notes payable (1) | | $ | 19,534 | | | $ | 23,094 | | Other borrowings, real estate notes payable (1) | | $ | 22,561 | | | $ | 17,552 | |
$780.0 million unsecured revolving credit facility with interest approximating LIBOR (approximately 0.10% at June 30, 2021) plus 1.375% or Prime (3.25% at June 30, 2021) plus 0.375% | | 0 | | | 0 | | |
$780.0 million unsecured revolving credit facility | | $780.0 million unsecured revolving credit facility | | — | | | — | |
Total | Total | | $ | 19,534 | | | $ | 23,094 | | Total | | $ | 22,561 | | | $ | 17,552 | |
(1)Reflects balance of non-recourse notes payable in connection with land purchases.
The Company entered into an amended and restated unsecured revolving credit facility ("Credit Facility") in 2014 that has been amended from time to time. In December 2020,2021, the Credit Facility was amended to extend the maturity date to December 22, 20252026 and provide forreplace LIBOR as the replacement of LIBOR inbenchmark interest rate with the event such reference rate is no longer available.Secured Overnight Financing Rate ("SOFR") as described below. The Credit Facility's aggregate commitment is $780.0 million with an accordion feature permitting the size of the facility to increase to a maximum of $880.0 million, subject to certain conditions, including the availability of additional bank
commitments. Borrowings under the Credit Facility bear interest at the Company's option, at either (1) term SOFR (based on 1, 3, or 6 month interest periods, as selected by the Company) plus a 10 basis point adjustment plus an applicable margin (ranging from 125 basis points to 175 basis points (the "applicable margin")) based on the Company's leverage ratio as determined in accordance with a pricing grid, (2) the higher of (i) the prime lending rate, (ii) an overnight bank rate plus 50 basis points and (3) term SOFR (based on a 1 month interest period) plus a 10 basis point adjustment plus 1%, in each case plus a margin ranging from 25 basis points to 75 basis points based on the Company's leverage in accordance with a pricing grid, or (iii) daily simple SOFR plus a 10 basis point adjustment plus the applicable margin. At March 31, 2022, the interest rate on outstanding borrowings under the Credit Facility would have been 1.640% per annum. We are unsecured, but availability is subjectobligated to among other things,pay a borrowing base. fee on the undrawn portion of the Credit Facility at a rate equal to the applicable margin then in effect.
The Credit Facility also contains certain financial covenants, including (a) a minimum tangible net worth requirement of $1.5$1.9 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), and (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 60%. In addition, we are required to maintain either (i) an interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less than our consolidated interest incurred during the trailing 12 months. We were in compliance with all Credit Facility covenants as of June 30, 2021.March 31, 2022.
We had 0no outstanding borrowings under the Credit Facility as of June 30, 2021March 31, 2022 and December 31, 2020.2021. There were 0no borrowings or repayments during the three and six months ended June 30,March 31, 2022 and 2021. During the first quarter of 2020 we borrowed $500.0 million on our Credit Facility in connection with the perceived potential instability of the financial markets around the COVID-19 pandemic, which we repaid in full during the second quarter of 2020. As of June 30, 2021,March 31, 2022, we had outstanding letters of credit issued under the Credit Facility totaling $74.1$61.6 million, leaving $705.9$718.4 million available under the Credit Facility to be drawn.
NOTE 6 — SENIOR NOTES, NET
Senior notes, net consist of the following (in thousands): | | | As of | | As of |
| | June 30, 2021 | | December 31, 2020 | | March 31, 2022 | | December 31, 2021 |
| 7.00% senior notes due 2022 | | $ | 0 | | | $ | 300,000 | | |
6.00% senior notes due 2025. At June 30, 2021 and December 31, 2020 there was approximately $3,204 and $3,614 in net unamortized premium, respectively. | | 403,204 | | | 403,614 | | |
| 6.00% senior notes due 2025. At March 31, 2022 and December 31, 2021 there was approximately $2,591 and $2,795 in net unamortized premium, respectively. | | 6.00% senior notes due 2025. At March 31, 2022 and December 31, 2021 there was approximately $2,591 and $2,795 in net unamortized premium, respectively. | | 402,591 | | | 402,795 | |
5.125% senior notes due 2027 | 5.125% senior notes due 2027 | | 300,000 | | | 300,000 | | 5.125% senior notes due 2027 | | 300,000 | | | 300,000 | |
3.875% senior notes due 2029 | 3.875% senior notes due 2029 | | 450,000 | | | 0 | | 3.875% senior notes due 2029 | | 450,000 | | | 450,000 | |
Net debt issuance costs | Net debt issuance costs | | (11,270) | | | (6,623) | | Net debt issuance costs | | (9,829) | | | (10,309) | |
Total | Total | | $ | 1,141,934 | | | $ | 996,991 | | Total | | $ | 1,142,762 | | | $ | 1,142,486 | |
The indentures for all of our senior notes contain non-financial covenants including, among others, limitations on the amount of secured debt we may incur, and limitations on sale and leaseback transactions and mergers. We were in compliance with all such covenants as of June 30, 2021.March 31, 2022.
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.
In April 2021, we completed an offering of $450.0 million aggregate principal amount of 3.875% Senior Notes due 2029. We used a portion of the net proceeds from this offering to redeem all $300.0 million aggregate principal outstanding of our 7.00% Senior Notes due 2022, incurring $18.2 million in early debt extinguishment charges in the three and six months ended June 30, 2021, reflected as Loss on early extinguishment of debt in the accompanying unaudited consolidated income statements.
NOTE 7 — FAIR VALUE DISCLOSURES
ASC 820-10, Fair Value Measurement ("ASC 820"), 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’sCompany’s own estimates about the assumptions that market participants would use to value the asset or liability.
If the only observable inputs are from inactive markets or for transactions which the Company evaluates as “distressed”, the use of Level 1 inputs should be modified by the Company to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs.
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 |
| | June 30, 2021 | | December 31, 2020 |
| | Aggregate Principal | | Estimated Fair Value | | Aggregate Principal | | Estimated Fair Value |
| | | | | | | | |
| | | | | | | | |
7.00% senior notes due 2022 | | $ | 0 | | | $ | 0 | | | $ | 300,000 | | | $ | 319,758 | |
6.00% senior notes due 2025 | | $ | 400,000 | | | $ | 456,800 | | | $ | 400,000 | | | $ | 451,913 | |
5.125% senior notes due 2027 | | $ | 300,000 | | | $ | 337,140 | | | $ | 300,000 | | | $ | 333,328 | |
3.875% senior notes due 2029 | | $ | 450,000 | | | $ | 465,750 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of |
| | March 31, 2022 | | December 31, 2021 |
| | Aggregate Principal | | Estimated Fair Value | | Aggregate Principal | | Estimated Fair Value |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
6.00% senior notes | | $ | 400,000 | | | $ | 420,600 | | | $ | 400,000 | | | $ | 446,520 | |
5.125% senior notes | | $ | 300,000 | | | $ | 303,000 | | | $ | 300,000 | | | $ | 329,640 | |
3.875% senior notes | | $ | 450,000 | | | $ | 423,000 | | | $ | 450,000 | | | $ | 472,500 | |
Due to the short-term nature of other financial assets and liabilities, including our Loans payable and other borrowings, we consider the carrying amounts of our other short-term financial instruments to approximate fair value.
NOTE 8 — EARNINGS PER SHARE
Basic and diluted earnings per common share were calculated as follows (in thousands, except per share amounts):
| | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Basic weighted average number of shares outstanding | Basic weighted average number of shares outstanding | 37,818 | | | 37,599 | | | 37,731 | | | 37,842 | | Basic weighted average number of shares outstanding | 36,996 | | | 37,644 | | |
Effect of dilutive securities: | Effect of dilutive securities: | | Effect of dilutive securities: | | |
| Unvested restricted stock | Unvested restricted stock | 559 | | | 570 | | | 626 | | | 670 | | Unvested restricted stock | 531 | | | 695 | | |
Diluted average shares outstanding | Diluted average shares outstanding | 38,377 | | | 38,169 | | | 38,357 | | | 38,512 | | Diluted average shares outstanding | 37,527 | | | 38,339 | | |
Net earnings | Net earnings | $ | 167,389 | | | $ | 90,678 | | | $ | 299,232 | | | $ | 161,830 | | Net earnings | $ | 217,254 | | | $ | 131,843 | | |
| Basic earnings per share | Basic earnings per share | $ | 4.43 | | | $ | 2.41 | | | $ | 7.93 | | | $ | 4.28 | | Basic earnings per share | $ | 5.87 | | | $ | 3.50 | | |
Diluted earnings per share | Diluted earnings per share | $ | 4.36 | | | $ | 2.38 | | | $ | 7.80 | | | $ | 4.20 | | Diluted earnings per share | $ | 5.79 | | | $ | 3.44 | | |
|
NOTE 9 — ACQUISITIONS AND GOODWILL
Goodwill. In prior years, we have 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 were recorded in accordance with ASC 805, Business Combinations, and ASC 820, using the acquisition method of accounting. The purchase price for acquisitions was 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 onin our unaudited consolidated balance sheets 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, 2020 | $ | 0 | | | $ | 0 | | | $ | 32,962 | | | $ | 0 | | | $ | 0 | | | $ | 32,962 | |
Additions | 0 | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | |
Balance at June 30, 2021 | $ | 0 | | | $ | 0 | | | $ | 32,962 | | | $ | 0 | | | $ | 0 | | | $ | 32,962 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| West | | Central | | East | | Financial Services | | Corporate | | Total |
Balance at December 31, 2021 | $ | — | | | $ | — | | | $ | 32,962 | | | $ | — | | | $ | — | | | $ | 32,962 | |
Additions | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
Balance at March 31, 2022 | $ | — | | | $ | — | | | $ | 32,962 | | | $ | — | | | $ | — | | | $ | 32,962 | |
NOTE 10 — STOCKHOLDERS’ EQUITY
A summary of changes in stockholders’ equity is presented below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2021 |
| | (In thousands) |
| | Number of Shares | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Total |
Balance at December 31, 2020 | | 37,512 | | | $ | 375 | | | $ | 455,762 | | | $ | 1,891,731 | | | $ | 2,347,868 | |
Net earnings | | — | | | — | | | — | | | 131,843 | | | 131,843 | |
Stock-based compensation expense | | — | | | — | | | 5,367 | | | — | | | 5,367 | |
Issuance of stock | | 435 | | | 4 | | | (4) | | | — | | | 0 | |
Share repurchases | | (100) | | | (1) | | | (8,384) | | | — | | | (8,385) | |
Balance at March 31, 2021 | | 37,847 | | | $ | 378 | | | $ | 452,741 | | | $ | 2,023,574 | | | $ | 2,476,693 | |
Net earnings | | — | | | — | | | — | | | 167,389 | | | 167,389 | |
Stock-based compensation expense | | — | | | — | | | 3,223 | | | — | | | 3,223 | |
| | | | | | | | | | |
Share repurchases | | (200) | | | (2) | | | (19,159) | | | — | | | (19,161) | |
Balance at June 30, 2021 | | 37,647 | | | $ | 376 | | | $ | 436,805 | | | $ | 2,190,963 | | | $ | 2,628,144 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | (In thousands) |
| | Number of Shares | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Total |
Balance at December 31, 2021 | | 37,341 | | | $ | 373 | | | $ | 414,841 | | | $ | 2,629,175 | | | $ | 3,044,389 | |
Net earnings | | — | | | — | | | — | | | 217,254 | | | 217,254 | |
Stock-based compensation expense | | — | | | — | | | 5,975 | | | — | | | 5,975 | |
Issuance of stock | | 392 | | | 4 | | | (4) | | | — | | | — | |
Share repurchases | | (1,038) | | | (10) | | | (99,293) | | | — | | | (99,303) | |
Balance at March 31, 2022 | | 36,695 | | | $ | 367 | | | $ | 321,519 | | | $ | 2,846,429 | | | $ | 3,168,315 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | Six Months Ended June 30, 2020 | | | Three Months Ended March 31, 2021 |
| | | (In thousands) | | | (In thousands) |
| | | Number of Shares | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Total | | | Number of Shares | | Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Total |
Balance at December 31, 2019 | | 38,199 | | | $ | 382 | | | $ | 505,352 | | | $ | 1,468,256 | | | $ | 1,973,990 | | |
Balance at December 31, 2020 | | Balance at December 31, 2020 | | 37,512 | | | $ | 375 | | | $ | 455,762 | | | $ | 1,891,731 | | | $ | 2,347,868 | |
Net earnings | Net earnings | | — | | | — | | | — | | | 71,152 | | | 71,152 | | Net earnings | | — | | | — | | | — | | | 131,843 | | | 131,843 | |
Stock-based compensation expense | Stock-based compensation expense | | — | | | — | | | 6,437 | | | — | | | 6,437 | | Stock-based compensation expense | | — | | | — | | | 5,367 | | | — | | | 5,367 | |
Issuance of stock | Issuance of stock | | 398 | | | 4 | | | (4) | | | — | | | 0 | | Issuance of stock | | 435 | | | 4 | | | (4) | | | — | | | — | |
Share repurchases | Share repurchases | | (1,000) | | | (10) | | | (60,803) | | | — | | | (60,813) | | Share repurchases | | (100) | | | (1) | | | (8,384) | | | — | | | (8,385) | |
| Balance at March 31, 2020 | | 37,597 | | | $ | 376 | | | $ | 450,982 | | | $ | 1,539,408 | | | $ | 1,990,766 | | |
Net earnings | | — | | | — | | | — | | | 90,678 | | | 90,678 | | |
Stock-based compensation expense | | — | | | — | | | 3,157 | | | — | | | 3,157 | | |
Issuance of stock | | 6 | | | 1 | | | (1) | | | — | | | 0 | | |
Balance at June 30, 2020 | | 37,603 | | | $ | 377 | | | $ | 454,138 | | | $ | 1,630,086 | | | $ | 2,084,601 | | |
Balance at March 31, 2021 | | Balance at March 31, 2021 | | 37,847 | | | $ | 378 | | | $ | 452,741 | | | $ | 2,023,574 | | | $ | 2,476,693 | |
| |
NOTE 11 — STOCK BASEDSTOCK-BASED AND DEFERRED COMPENSATION
We have a stock compensation plan, the Meritage Homes Corporation 2018 Stock Incentive Plan (the “2018 Plan"), that was approved by our Board of Directors and our stockholders and adopted in May 2018. The 2018 Plan is administered by our Board of Directors and allows 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. All available shares from expired, terminated, or forfeited awards that remained under prior plans were merged into and became available for grant under the 2018 Plan. The 2018 Plan authorizes awards to officers, key employees, non-employee directors and consultants. The 2018 Plan authorizes 6,600,000 shares of stock to be awarded, of which 1,029,153709,246 shares remain available for grant at June 30, 2021.March 31, 2022. 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, a three-year cliff vesting for both non-vestedrestricted stock and performance-based awards granted to senior executive officers, and either a three-year cliff vesting or one-year vesting for non-employee directors, dependent on their start date.
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. 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 engage a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is being expensed straight-line over the service period of the awards. Below is a summary of stock-based compensation expense and stock award activity (dollars in thousands): | | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Stock-based compensation expense | Stock-based compensation expense | $ | 3,223 | | | $ | 3,157 | | | $ | 8,590 | | | $ | 9,594 | | Stock-based compensation expense | $ | 5,975 | | | $ | 5,367 | | |
Non-vested shares granted | Non-vested shares granted | 0 | | | 0 | | | 221,552 | | | 223,481 | | Non-vested shares granted | 264,862 | | | 221,552 | | |
Performance-based non-vested shares granted | Performance-based non-vested shares granted | 0 | | | 0 | | | 46,593 | | | 56,139 | | Performance-based non-vested shares granted | 40,004 | | | 46,593 | | |
| Performance-based shares issued in excess of target shares granted (1) | Performance-based shares issued in excess of target shares granted (1) | 0 | | | 0 | | | 37,425 | | | 24,054 | | Performance-based shares issued in excess of target shares granted (1) | 37,146 | | | 37,425 | | |
Restricted stock awards vested (includes performance-based awards) | Restricted stock awards vested (includes performance-based awards) | 0 | | | 6,060 | | | 434,729 | | | 404,406 | | Restricted stock awards vested (includes performance-based awards) | 392,160 | | | 434,729 | | |
(1)Performance-based shares that vested and were issued as a result of performance achievement exceeding the originally established targeted number of shares related to respective performance metrics.
The following table includes additional information regarding our stock compensation plan (dollars in thousands): | | | | As of | | | As of |
| | | June 30, 2021 | | December 31, 2020 | | | March 31, 2022 | | December 31, 2021 |
Unrecognized stock-based compensation cost | Unrecognized stock-based compensation cost | | $ | 35,022 | | | $ | 22,687 | | Unrecognized stock-based compensation cost | | $ | 42,406 | | | $ | 25,007 | |
Weighted average years expense recognition period | Weighted average years expense recognition period | | 2.15 | | 2.01 | Weighted average years expense recognition period | | 2.30 | | 1.97 |
Total equity awards outstanding (1) | Total equity awards outstanding (1) | | 932,589 | | | 1,098,545 | | Total equity awards outstanding (1) | | 829,638 | | | 883,280 | |
(1)Includes unvested restricted stock awards, restricted stock units and performance-based awards (assuming 100%/target 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 or six months ended June 30,March 31, 2022 or 2021, or 2020, other than minor administrative costs.
NOTE 12 — INCOME TAXES
Components of the income tax provision are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
Federal | $ | 38,713 | | | $ | 20,528 | | | $ | 67,826 | | | $ | 32,902 | |
State | 9,549 | | | 4,656 | | | 14,570 | | | 7,963 | |
Total | $ | 48,262 | | | $ | 25,184 | | | $ | 82,396 | | | $ | 40,865 | |
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Federal | $ | 56,345 | | | $ | 29,113 | | | | | |
State | 12,284 | | | 5,021 | | | | | |
Total | $ | 68,629 | | | $ | 34,134 | | | | | |
The effective tax rate for the three and six months ended June 30,March 31, 2022 and March 31, 2021 was 22.4%24.0% and 21.6%, and for the three and six months ended June 30, 2020 was 21.7% and 20.2%20.6%, respectively. The higher tax rate for the three and six months ended June 30, 2021 reflects credits earned underMarch 31, 2022 is due to the expiration of Internal Revenue Code ("IRC") §45L new energy efficient homes credit, which was enacted into law under the Taxpayer Certainty and Disaster Tax Relief Act of 2019 and subsequently extended through the end ofDecember 31, 2021 by enactment of the Taxpayer Certainty and Disaster Tax Relief Act of 2020. TheSince the new energy efficient homes credit has not yet been extended beyond 2021, the effective tax rate at June 30, 2021 also reflects higher non-deductible senior executive officer stock-based compensation.in the first quarter of 2022 does not include such benefits.
At June 30, 2021March 31, 2022 and December 31, 2020,2021, we have 0no 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, 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 0no valuation allowance on our deferred tax assets orand no NOL carryovers at June 30, 2021.March 31, 2022.
At June 30, 2021,March 31, 2022, we have a current income tax payable of $91.6 million and no income taxes payable of $21.0 million and income taxes receivable of $0.7 million.receivable. The income taxes payable primarily consists of current federal and state income tax accruals, net of current energy tax credits and estimated tax payments. This amount is recorded in Accrued liabilities on the accompanying unaudited consolidated balance sheets at June 30, 2021. The income taxes receivable primarily consists of additional energy tax credits claimed by amending prior year tax returns and is recorded in Other receivables on the accompanying unaudited consolidated balance sheets at June 30, 2021.March 31, 2022.
We conduct business and are subject to tax in the U.S. both federally and in 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 2016.2017. We have no federal or state income tax examinations being conducted at this time.
The future 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 June 30, 2021March 31, 2022 we do not believe that we have experienced an ownership change. As a protective measure, our stockholders held a Special Meeting of Stockholders on February 16, 2009 and approved an amendment to our Articles of Incorporation that restricts certain transfers of our common stock. The amendment is intended to help us avoid an unintended ownership change and thereby preserve the value of any tax benefit for future utilization.
NOTE 13 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
The following table presents certain supplemental cash flow information (in thousands): | | | Six Months Ended June 30, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
Cash paid during the year for: | Cash paid during the year for: | | | | | Cash paid during the year for: | | | | |
Interest, net of interest capitalized | Interest, net of interest capitalized | | $ | 227 | | | $ | 1,089 | | Interest, net of interest capitalized | | $ | (15,035) | | | $ | (15,851) | |
Income taxes paid | | $ | 83,127 | | | $ | 0 | | |
Income taxes | | Income taxes | | $ | 3 | | | $ | 2 | |
Non-cash operating activities: | Non-cash operating activities: | | Non-cash operating activities: | |
| Real estate acquired through notes payable | Real estate acquired through notes payable | | $ | 2,198 | | | $ | 402 | | Real estate acquired through notes payable | | $ | 9,589 | | | $ | 2,197 | |
NOTE 14 — OPERATING AND REPORTING SEGMENTS
We operate with 2 principal business segments: homebuilding and financial services. As defined in ASC 280-10, Segment Reporting, we have 910 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, Colorado and ColoradoUtah | |
| 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 home and land closing revenues less cost of home 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 June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Homebuilding revenue (1): | Homebuilding revenue (1): | | | | | | | | Homebuilding revenue (1): | | | | |
West | West | $ | 452,165 | | | $ | 382,245 | | | $ | 845,595 | | | $ | 764,493 | | West | $ | 494,506 | | | $ | 393,430 | | |
Central | Central | 403,838 | | | 296,357 | | | 726,022 | | | 556,484 | | Central | 355,624 | | | 322,184 | | |
East | East | 421,596 | | | 354,477 | | | 789,763 | | | 613,115 | | East | 436,804 | | | 368,167 | | |
Consolidated total | Consolidated total | $ | 1,277,599 | | | $ | 1,033,079 | | | $ | 2,361,380 | | | $ | 1,934,092 | | Consolidated total | $ | 1,286,934 | | | $ | 1,083,781 | | |
Homebuilding segment operating income: | Homebuilding segment operating income: | | | | | | | | Homebuilding segment operating income: | | | | |
West | West | $ | 78,938 | | | $ | 44,742 | | | $ | 143,189 | | | $ | 86,636 | | West | $ | 120,856 | | | $ | 64,251 | | |
Central | Central | 84,965 | | | 37,895 | | | 141,958 | | | 66,814 | | Central | 75,260 | | | 56,993 | | |
East | East | 73,477 | | | 37,791 | | | 123,656 | | | 59,552 | | East | 93,548 | | | 50,179 | | |
Total homebuilding segment operating income | Total homebuilding segment operating income | 237,380 | | | 120,428 | | | 408,803 | | | 213,002 | | Total homebuilding segment operating income | 289,664 | | | 171,423 | | |
Financial services segment profit | Financial services segment profit | 4,615 | | | 3,789 | | | 8,375 | | | 6,627 | | Financial services segment profit | 3,334 | | | 3,760 | | |
Corporate and unallocated costs (2) | Corporate and unallocated costs (2) | (9,456) | | | (7,764) | | | (19,370) | | | (16,938) | | Corporate and unallocated costs (2) | (6,757) | | | (9,914) | | |
Interest expense | Interest expense | (77) | | | (2,105) | | | (167) | | | (2,121) | | Interest expense | (41) | | | (90) | | |
Other income, net | 1,377 | | | 1,514 | | | 2,175 | | | 2,125 | | |
Loss on early extinguishment of debt | (18,188) | | | 0 | | | (18,188) | | | 0 | | |
Other (expense)/income, net | | Other (expense)/income, net | (317) | | | 798 | | |
Net earnings before income taxes | Net earnings before income taxes | $ | 215,651 | | | $ | 115,862 | | | $ | 381,628 | | | $ | 202,695 | | Net earnings before income taxes | $ | 285,883 | | | $ | 165,977 | | |
(1)Homebuilding revenue includes the following land closing revenue, by segment, as outlined in the table below:segment: | | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Land closing revenue: | Land closing revenue: | | | | | | | | Land closing revenue: | | | | |
West | West | $ | 12,956 | | | $ | 456 | | | $ | 12,956 | | | $ | 4,974 | | West | $ | 31,082 | | | $ | — | | |
Central | Central | 0 | | | 382 | | | 3,799 | | | 4,600 | | Central | 7,796 | | | 3,799 | | |
East | East | 0 | | | 650 | | | 0 | | | 2,510 | | East | 2,600 | | | — | | |
Total | Total | $ | 12,956 | | | $ | 1,488 | | | $ | 16,755 | | | $ | 12,084 | | Total | $ | 41,478 | | | $ | 3,799 | | |
(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. | | | | At June 30, 2021 | | | At March 31, 2022 |
| | | 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 | Deposits on real estate under option or contract | | $ | 27,918 | | | $ | 14,214 | | | $ | 32,265 | | | $ | 0 | | | $ | 0 | | | $ | 74,397 | | Deposits on real estate under option or contract | | $ | 25,636 | | | $ | 10,461 | | | $ | 57,335 | | | $ | — | | | $ | — | | | $ | 93,432 | |
Real estate | Real estate | | 1,395,152 | | | 952,733 | | | 903,902 | | | 0 | | | 0 | | | 3,251,787 | | Real estate | | 1,668,976 | | | 1,175,478 | | | 1,183,496 | | | — | | | — | | | 4,027,950 | |
Investments in unconsolidated entities | Investments in unconsolidated entities | | 207 | | | 3,002 | | | 0 | | | 0 | | | 734 | | | 3,943 | | Investments in unconsolidated entities | | 81 | | | 2,951 | | | 1,707 | | | — | | | 892 | | | 5,631 | |
Other assets | Other assets | | 59,078 | | (1) | 162,813 | | (2) | 75,701 | | (3) | 641 | | | 693,193 | | (4) | 991,426 | | Other assets | | 68,328 | | (1) | 195,978 | | (2) | 110,971 | | (3) | 724 | | | 555,147 | | (4) | 931,148 | |
Total assets | Total assets | | $ | 1,482,355 | | | $ | 1,132,762 | | | $ | 1,011,868 | | | $ | 641 | | | $ | 693,927 | | | $ | 4,321,553 | | Total assets | | $ | 1,763,021 | | | $ | 1,384,868 | | | $ | 1,353,509 | | | $ | 724 | | | $ | 556,039 | | | $ | 5,058,161 | |
(1)Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and property and equipment.
(2)Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and prepaid expenses and other assets.
(3)Balance consists primarily of cash and cash equivalents, goodwill (see Note 9), prepaid expenses and other assets and property and equipment.
(4)Balance consists primarily of cash and cash equivalents, deferred tax assets and prepaid expenses and other assets. | | | | At December 31, 2020 | | | At December 31, 2021 |
| | | 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 | Deposits on real estate under option or contract | | $ | 22,493 | | | $ | 11,154 | | | $ | 25,887 | | | $ | 0 | | | $ | 0 | | | $ | 59,534 | | Deposits on real estate under option or contract | | $ | 26,687 | | | $ | 11,132 | | | $ | 52,860 | | | $ | — | | | $ | — | | | $ | 90,679 | |
Real estate | Real estate | | 1,154,488 | | | 814,919 | | | 808,632 | | | 0 | | | 0 | | | 2,778,039 | | Real estate | | 1,571,477 | | | 1,076,300 | | | 1,086,631 | | | — | | | — | | | 3,734,408 | |
Investments in unconsolidated entities | Investments in unconsolidated entities | | 261 | | | 3,090 | | | 0 | | | 0 | | | 999 | | | 4,350 | | Investments in unconsolidated entities | | 87 | | | 2,974 | | | 1,707 | | | — | | | 996 | | | 5,764 | |
Other assets | Other assets | | 51,271 | | (1) | 122,933 | | (2) | 81,601 | | (3) | 612 | | | 766,058 | | (4) | 1,022,475 | | Other assets | | 66,897 | | (1) | 199,791 | | (2) | 102,073 | | (3) | 610 | | | 607,311 | | (4) | 976,682 | |
Total assets | Total assets | | $ | 1,228,513 | | | $ | 952,096 | | | $ | 916,120 | | | $ | 612 | | | $ | 767,057 | | | $ | 3,864,398 | | Total assets | | $ | 1,665,148 | | | $ | 1,290,197 | | | $ | 1,243,271 | | | $ | 610 | | | $ | 608,307 | | | $ | 4,807,533 | |
(1)Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and property and equipment.
(2)Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and prepaidsprepaid expenses and other assets.
(3)Balance consists primarily of cash and cash equivalents, real estate not owned, goodwill, prepaidsprepaid expenses and other assets and property and equipment.
(4)Balance consists primarily of cash and cash equivalents, deferred tax assets and prepaidsprepaid expenses and other assets.
NOTE 15 — COMMITMENTS AND CONTINGENCIES
We are involved in various routine legal and regulatory proceedings, including, without limitation, claims and litigation 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 as of June 30, 2021March 31, 2022 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 $25.1$26.7 million of total warranty reserves related to alleged stucco defects in certain Florida homes we constructed predominantly between 2006 and 2016 and for water drainage issues in a single community in Florida that we developed in 2016.2017. Our review and handling of these two mattersthis matter is ongoing and our estimate of and reserves for resolving these mattersthis matter is based on internal data, our judgementjudgment and various assumptions and estimates. 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 estimatesestimate and thus our related reserves. As of June 30, 2021,March 31, 2022, after considering potential recoveries from the consultants and contractors involved and their insurers and the potential recovery under our general liability insurance policies, we believe our reserves are sufficient to cover the above mentioned matters.matter. See Note 1 for information related to our warranty obligations.
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,“may,” “will,” “should,” “could,” “estimate,” "target," "will," "should," "could," “estimate,”and “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. All statements we make other than statements of historical fact are forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements in this QuarterlyAnnual Report include:include statements concerning our expectations for our financial results, business, operations, housing demand and the economy and society in general; trends and economic factors in the homebuilding industry in general, and our markets and results specifically, including the impact thereon of COVID-19;belief that we have ample liquidity; our goals, strategies and strategic initiatives and the anticipated benefits relating thereto; our intentions and the expected benefits and advantages of our product and land positioning strategies, including with respect to our focus on the entry-levelfirst-time and first move-up buyer and housing demand for affordable homes; the benefits of and our intentions to use options to acquire land; our design center strategy; our exposure to supplier concentration risk and other matters concerning our supply chain constraintschain; our delivery of substantially all of our backlog existing as of year end; our positions and construction cycle times;our expected outcome relating to litigation in general; the sufficiency of our warranty reserves; our intentions to not pay dividends; growth in the first-time buyer segment that are seeking entry-level homes; the timing, locations and targeted number of new community openings in 20212022 and beyond; demand and pricing trends in the short-term throughout our geographies; that we may opportunistically repurchase or redeem our debt;debt and equity securities; our non-use of derivative financial instruments; expectations regarding our industry and our business in 2022 and beyond, including the benefitspotential impact thereon of COVID-19 and governmental imposed restrictions and reaction thereto; the demand for and the pricing of our homes; our land and lot acquisition strategy (including that we will redeploy cash to acquire well-positioned finished lots and structures, including the usethat we may participate in joint ventures or opportunities outside of our existing markets if opportunities arise and the benefits relating thereto); that we may expand into new markets; the availability of option contracts;labor and materials for our operations; that we may seek additional debt or equity capital; our expectation that existing guarantees, letters of credit and performance and surety bonds will not be drawn on; the adequacysufficiency of our insurance coverage and warranty reserves; the expected outcomesufficiency of legal proceedings we are involved in andour capital resources to support our business strategy; the sufficiency of our reserves relating thereto; seasonality; our abilityland pipeline; the impact of new accounting standards and willingness to acquire land under option or contract; our strategy andchanges in accounting estimates; trends and expectations concerning sales prices, sales pace, closings, orders, cancellations, land investmentsconstruction and spend, material and labormaterials costs, for land development and home construction, gross margins, gross profit, revenues, generalland costs, community counts and administrative expenses, net earnings, operating leverage, backlogprofitability and backlog conversion, land prices, changes in and location of active communities, and the amount, type and timing of new community openings;future home inventories; our future cash needs; the impact of new accounting standards; that we may seek to raise additionalseasonality; and our future compliance with debt and equity capital; 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.covenants.
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; the potential benefits of rate locks; inflation in the cost of materials used to develop communities and construct homes; supply chain and labor constraints; our ability to acquire and develop lots may be negatively impacted if we are unable to obtain performance and surety bonds in connection with our development work;bonds; the ability of our potential buyers to sell their existing homes; legislation related to tariffs; the adverse effect of slow absorption rates; impairments of our real estate inventory; cancellation rates; competition; home warranty and construction defect claims; failures in health and safety performance; fluctuations in quarterly operating results; our level of indebtedness; our ability to obtain financing if our credit ratings are downgraded; our potential exposure to and impacts from natural disasters or severe weather conditions; the availability and cost of finished lots and undeveloped land; the success of our strategy to offer and market entry-level and first move-up homes; a change to the feasibility of projects under option or contract that could result in the write-down or write-off of earnest or option deposits; our limited geographic diversification; the replication of our energy-efficient technologies by our competitors; shortages in the availability and cost of subcontract labor; our exposure to information technology failures and security breaches and the impact thereof; the loss of key personnel; changes in tax laws that adversely impact us or our homebuyers; our inability to prevail on contested tax positions; failure of our employees and representatives to comply with laws and regulations; our compliance with government regulations;regulations related to our financial services operations; negative publicity that affects our reputation; potential disruptions to our business by COVID-19, fear of a similar event,an epidemic or pandemic (such as COVID-19), and measures that federal, state and local governments and/or health authorities implement to address it;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, 20202021 under the caption "Risk Factors."
Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain, especially with respect to the impact of COVID-19, 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 obligationsobligation 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
HousingFavorable demand in the housing market conditionscontinued in the first quarter of 2022 due to the low supply of new and existing housing inventory and homebuying trends for entry-level and first move-up homes from millennials and baby boomers. The supply chain constraints and labor shortages that presented themselves in 2021, caused by COVID-19 and other economic-related disruptions and exacerbated by the war in Ukraine, have impacted our production costs and cycle times and the homebuilding industry as a whole and have continued throughout the first quarter of 2022. We have been successful, to date, in offsetting the higher costs with sales price increases thanks to the elevated buyer demand in this current environment. We continue to carefully navigate this constrained operating environment by expanding our trade base and strengthening critical relationships.
While we believe that the demographics support a continuing increased need for housing, we also recognize the impact that increased home prices have had on both the buyer psychology and reality of tighter affordability. To help alleviate concerns for our customers surrounding their purchase and future monthly payments, in March 2022, we purchased fixed interest rate locks on all eligible floating-rate loans for homes in our backlog scheduled to close in the second half of 2022. In this rising price and interest rate environment, we believe that our strategy centered on affordable entry-level and first move-up homes and delivering homes that offer surprisingly more value to our homebuyers provides us with an opportunity to expand our customer base to include buyers that will become priced out of move-up communities.
Summary Company Results
Total home closing revenue was $1.2 billion on 2,858 homes closed for the three months ended March 31, 2022 compared to $1.1 billion on 2,890 homes closed for the first quarter of 2021 remained strong,2021. This 15.3% increase in home closing revenue year-over-year was entirely driven by the 16.6% increase in average sales price ("ASP") on closings due to pricing power resulting from strong buyer demand, created by continuing low interest rates, a limited supplywith flat volume of available homes, and an increased desire for healthier, safer homes with indoor spaceclosings due to accommodate work and school fromproduction delays. In addition to higher home needs. We believe the needs of both the millennial and baby boomer generations support a continued elevated level of demand over the next several years, although individual market results will vary in response to each respective market's economic factors but will likely taper to a normalized pace in the near term. Our strategy to provide buyers with affordable, quick move-in ready homes has positioned us to take full advantage of the current market, resulting in the highest secondclosing revenue, first quarter closing volume and the highest quarterly home closing gross margin improved 560 basis points, up $111.0 million year-over-year increase for home closing gross profit of $377.6 million compared to $266.7 million in the Company's history.
first quarter of 2021. The margin improvement is primarily due to the benefit of rising ASPs which more than offset higher commodity costs and lower amortization of previously capitalized interest due to a lower interest cost achieved over the past several years through multiple debt refinancing transactions. Land closing gross profit was $10.8 million in the three months ended March 31, 2022 compared to $0.5 million in the same prior year period, as we sold several parcels of land that did not fit our strategy. Earnings before income taxes improved by $119.9 million, or 72.2%, year over year to $285.9 million for the first quarter of 2022. These improved year-over-year results were partially offset with a higher effective income tax rate of 24.0% as compared to 20.6% in 2021, and led to net earnings of $217.3 million in the first quarter of 2022 versus $131.8 million in the first quarter of 2021.
In addition to our strong growth in closingshome closing revenue and improved profitability, we had another record breaking quarter in home orders, with the highest quarterly orders in Company history of 3,874 for the three months ended March 31, 2022, a 12.0% increase over 3,458 in the same period of 2021. The growth in orders was attributable to a 32.4% increase in average active communities partially offset by slower orders pace as we metered orders to align starts with production capacity. Home order value increased 31.0% year-over-year, to $1.8 billion during the secondthree months ended March 31, 2022, versus $1.3 billion in the same period of 2021. The increase in order value is due to the higher volume and a 17.0% increase in ASP on orders. Order cancellation rates remained stable at 10% for the first quarter of 2021, we made notable progress on2022, compared to 11% for the prior year period. We ended the first quarter of 2022 with 6,695 homes in backlog valued at $3.0 billion, a 27.8% increase in units and a 45.9% increase in value over March 31, 2021.
We remained steadfast in reaching our goals for community count growth. As of June 30, 2021, we had 226growth, opening 32 new communities during the three months ended March 31, 2022 and ending the quarter with 268 active communities, up from 203 at March 31, 2021 although downand sequentially from June 30, 2020 due to the sustained accelerated orders pace throughout 2020259 at December 31, 2021. In addition, we purchased approximately 4,400 lots for $149.4 million, spent $222.1 million on land development and into 2021. Ongoing pandemic-related supply chain disruptions combined with over a year of sustained demand have resulted in some production constraints for the homebuilding industry. As a result of these constraints, we experiencedstarted construction cycle delays of approximately four weeks from our typical construction cycle timeson 4,020 homes during the current quarter, which impacted both orders and closings. We were able to successfully navigate these supply-chain challenges by working with our long-term trade partners to minimize the impact on our production, where possible, and were able to close 3,273 homes, our highest second quarter closing volume in history, while also seeing an increase in our average absorption pace year-over-year, even as we metered the number of homes available for sale to align with the current production constraints.
Summary Company Results
Total home closing revenue was $1.3 billion on 3,273 homes closed for the three months ended June 30, 2021 compared to $1.0 billion on 2,770 homes closed for the second quarter of 2020, 22.6% and 18.2% increases, respectively. In addition to higher home closing revenue, we achieved our highest home closing gross margin in Company history of 27.3%, a 590 basis point increase year-over-year that resulted in a $124.6 million increase in home closing gross profit to $345.3 million compared to $220.7 million in the second quarter of 2020. This improvement was due to pricing power from strong buyer demand, combined with leverage of overhead costs on higher volumes, which have more than offset the impact of rising material costs, particularly lumber. As a result of rising sales prices, our consolidated average sales price ("ASP") on home closings is up 3.8% year-over-year, despite our shift in product mix toward entry-level homes. Interest expense decreased year-over-year by $2.0 million as we benefited from lower interest rates as a result of our debt refinancing in April 2021. As a result of this refinancing transaction, we recognized an $18.2 million loss on early extinguishment of debt (see Note 6 in the accompanying unaudited financial statements for additional information). Earnings before income taxes improved by $99.8 million year-over-year to $215.7 million for the second quarter of 2021. These improved year-over-year results combined with our effective income tax rate of 22.4% as compared to 21.7% in the prior year period led to net earnings of $167.4 million in the second quarter of 2021 versus $90.7 million in the second quarter of 2020. For the six months ended June 30, 2021, home closing revenue was $2.3 billion on 6,163 homes closed, 22.0% and 21.2% increases over 2020, respectively. Similar to the second quarter, year-to-date results reflect an increase of $212.9 million in home closing gross profit versus the six months ended June 30, 2020. Higher gross profit and lower interest expense were partially offset by the loss on early extinguishment of debt and a slightly higher effective tax rate of 21.6%, leading to net income of $299.2 million for the six months ended June 30, 2021 compared to $161.8 million for the 2020 period.
Order volume declined slightly by 1.5% in the three months ended June 30, 2021 compared to the same period in 2020, due to 10.3% fewer active communities open for sales, which was almost fully offset by an increase in per community orders pace of 5.5 in the second quarter 2021 compared to 5.0 in the second quarter 2020. Due to an 18.0% increase in ASP, order value increased $209.2 million, or 16.2%. Our order cancellation rate dropped to 8% for the second quarter of 2021 compared to 15% for the prior year period. For the six months ended June 30, 2021, home orders and home order value increased 4.5% and 15.3%, respectively, over the prior year, and our order cancellation rate dropped to 9% compared to 14% for the prior year period. We ended the second quarter of 2021 with 5,509 homes in backlog valued at $2.3 billion, a 25.3% increase in units and a 40.6% increase in value over June 30, 2020.March 31, 2022.
Company Positioning
We believe that our ongoingthe investments in our new communities designed for the entry-levelfirst-time and first move-up homebuyer, our commitment to an all-spec strategy for our entry-level homes, our simplified first move-up design studio process, and industry-leading innovation in our energy-efficient product offerings automation, and transformative customer buying experience,automation create a differentiated strategy that has aided us in our successgrowth in the highly-competitivehighly competitive new home market and will continue to do so in the long-term.market.
Our focus includes the following strategies:
•Expanding our community count and market share;
•Continuously improving the overall home buying experience through simplification and innovation. Studio M streamlines the option selection process for move-up buyers, while 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;
•Leveraging and expanding on technological solutions through digital offerings, including virtual tours in all of our communities for both prospective buyers and home closing walkthroughs, 3-D tours and dynamic floor plans, partial or fully virtual closings in states where such services are permitted, and online scheduling for in-person model home tours and self-guided tours in select locations. Our website also provides a comprehensive online suite of financial services such as mortgage pre-qualifications, on-demand homeowners’ insurance quotes and a warranty portal for our homeowners to submit and track warranty-related matters;
•Increasing homeowner satisfaction by setting industry standards for energy-efficiency and offering healthier homes with enhanced security features. Every new home we construct meets or exceeds ENERGY STAR® standards and comes standard with the MERV-13 air filter, one of the most advanced air filtration systems offered today for residential construction, and a multispeed HVAC system, allowing owners to better manage the comfort of their home while reducing their environmental impact and operating costs. In addition, each of our newly constructed homes includes home automation features through our M.Connected Home™ Automation Suite which includes the Honeywell Pro Series Hub ("the Hub") that allows homeowners to monitor and control key components of their homes, such as Wi-Fi enabled thermostats, garage doors, a video doorbell and smart door locks. We recently partnered with SafeStreets to provide our homebuyers professional installation of various smart home technologies and connectivity to the Hub, training and expanded security options.innovation;
•Simplifying our production process to allow us to more efficiently build our homes and reduce our construction costs, which in turn allows us to competitively price our homes and deliver them on a shortenedshorter timeline; and
•Improving our home closing gross profit by growing closing volume, while streamlining our operations, allowing us to better leverage our overhead;
•Leveraging and expanding on technological solutions through digital offerings to our customers, such as our virtual home tours, interactive maps, digital financial services offerings and online warranty portal; and
•Increasing homeowner satisfaction by setting industry standards for energy-efficiency and offering healthier, safer homes that come equipped with standard features such as multi-speed HVAC systems to save energy and improve air quality and enhanced security features.
In order to maintain focus on growing our business, we also remain committed to the following:
•Maintaining a healthy order pace through the use of our consumer and market research to build homes that offer our buyers their desired features and amenities;
•Achieving or maintaining a position of at least 5% market share in all of our markets;
•Continuing to innovate and promote our energy efficiency program and our M.Connected Home™ Automation Suite to create differentiation for the Meritage brand;
•Managing construction efficiencies and costs through national and regional vendor relationships with a focus on quality construction and warranty management;
•Carefully managing our liquidity and a strong balance sheet; we ended the quarter with a 30.6%26.9% debt-to-capital ratio and a 15.4%16.9% net debt-to-capital ratio;
•Maximizing returns to our shareholders, most recently through our improved financial performance and share repurchase program; and
•
Achieving or maintaining a position of at least 5% market share in all of our markets;•Promoting a positive environment for our employees through our commitment to drivefoster diversity, equity and inclusion ("DE&I") and providing market-competitive benefits in order to develop and motivate our employees and to minimize turnover and to maximize recruitment efforts.efforts;
•Maintaining a healthy orders 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, although currently our sales metering due to supply chain constraints is impacting our pace; and
•Continuing to innovate and promote our energy efficiency program and our M.Connected® Automation Suite to create differentiation for the Meritage brand.
Critical Accounting PoliciesEstimates
The critical accounting policiesestimates that we deem most critical to us and that involve the most difficult, subjective or complex judgments include revenue recognition, valuation of real estate and cost of home closings, warranty reserves and valuation of deferred tax assets. There have been no significant changes to our critical accounting policiesestimates during the sixthree months ended June 30, 2021March 31, 2022 compared to those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 20202021 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 and close-out. 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 June 30, | | Quarter over Quarter | | | Three Months Ended March 31, | | Quarter over Quarter |
| | | 2021 | | 2020 | | Change $ | | Change % | | | 2022 | | 2021 | | Change $ | | Change % |
Home Closing Revenue | Home Closing Revenue | | | | | | | | | Home Closing Revenue | | | | | | | | |
Total | Total | | Total | |
Dollars | Dollars | | $ | 1,264,643 | | | $ | 1,031,591 | | | $ | 233,052 | | | 22.6 | % | Dollars | | $ | 1,245,456 | | | $ | 1,079,982 | | | $ | 165,474 | | | 15.3 | % |
Homes closed | Homes closed | | 3,273 | | | 2,770 | | | 503 | | | 18.2 | % | Homes closed | | 2,858 | | | 2,890 | | | (32) | | | (1.1) | % |
Average sales price | Average sales price | | $ | 386.4 | | | $ | 372.4 | | | $ | 14.0 | | | 3.8 | % | Average sales price | | $ | 435.8 | | | $ | 373.7 | | | $ | 62.1 | | | 16.6 | % |
West Region | West Region | | West Region | |
Arizona | Arizona | | Arizona | |
Dollars | Dollars | | $ | 165,990 | | | $ | 142,359 | | | $ | 23,631 | | | 16.6 | % | Dollars | | $ | 198,095 | | | $ | 137,268 | | | $ | 60,827 | | | 44.3 | % |
Homes closed | Homes closed | | 481 | | | 427 | | | 54 | | | 12.6 | % | Homes closed | | 458 | | | 410 | | | 48 | | | 11.7 | % |
Average sales price | Average sales price | | $ | 345.1 | | | $ | 333.4 | | | $ | 11.7 | | | 3.5 | % | Average sales price | | $ | 432.5 | | | $ | 334.8 | | | $ | 97.7 | | | 29.2 | % |
California | California | | California | |
Dollars | Dollars | | $ | 198,232 | | | $ | 150,343 | | | $ | 47,889 | | | 31.9 | % | Dollars | | $ | 187,410 | | | $ | 171,899 | | | $ | 15,511 | | | 9.0 | % |
Homes closed | Homes closed | | 318 | | | 247 | | | 71 | | | 28.7 | % | Homes closed | | 275 | | | 277 | | | (2) | | | (0.7) | % |
Average sales price | Average sales price | | $ | 623.4 | | | $ | 608.7 | | | $ | 14.7 | | | 2.4 | % | Average sales price | | $ | 681.5 | | | $ | 620.6 | | | $ | 60.9 | | | 9.8 | % |
Colorado | Colorado | | Colorado | |
Dollars | Dollars | | $ | 74,987 | | | $ | 89,087 | | | $ | (14,100) | | | (15.8) | % | Dollars | | $ | 77,919 | | | $ | 84,263 | | | $ | (6,344) | | | (7.5) | % |
Homes closed | Homes closed | | 145 | | | 184 | | | (39) | | | (21.2) | % | Homes closed | | 131 | | | 175 | | | (44) | | | (25.1) | % |
Average sales price | Average sales price | | $ | 517.2 | | | $ | 484.2 | | | $ | 33.0 | | | 6.8 | % | Average sales price | | $ | 594.8 | | | $ | 481.5 | | | $ | 113.3 | | | 23.5 | % |
West Region Totals | West Region Totals | | West Region Totals | |
Dollars | Dollars | | $ | 439,209 | | | $ | 381,789 | | | $ | 57,420 | | | 15.0 | % | Dollars | | $ | 463,424 | | | $ | 393,430 | | | $ | 69,994 | | | 17.8 | % |
Homes closed | Homes closed | | 944 | | | 858 | | | 86 | | | 10.0 | % | Homes closed | | 864 | | | 862 | | | 2 | | | 0.2 | % |
Average sales price | Average sales price | | $ | 465.3 | | | $ | 445.0 | | | $ | 20.3 | | | 4.6 | % | Average sales price | | $ | 536.4 | | | $ | 456.4 | | | $ | 80.0 | | | 17.5 | % |
Central Region - Texas | Central Region - Texas | | Central Region - Texas | |
Central Region Totals | Central Region Totals | | Central Region Totals | |
Dollars | Dollars | | $ | 403,838 | | | $ | 295,975 | | | $ | 107,863 | | | 36.4 | % | Dollars | | $ | 347,828 | | | $ | 318,385 | | | $ | 29,443 | | | 9.2 | % |
Homes closed | Homes closed | | 1,154 | | | 914 | | | 240 | | | 26.3 | % | Homes closed | | 873 | | | 963 | | | (90) | | | (9.3) | % |
Average sales price | Average sales price | | $ | 349.9 | | | $ | 323.8 | | | $ | 26.1 | | | 8.1 | % | Average sales price | | $ | 398.4 | | | $ | 330.6 | | | $ | 67.8 | | | 20.5 | % |
East Region | East Region | | East Region | |
Florida | Florida | | Florida | |
Dollars | Dollars | | $ | 160,377 | | | $ | 138,608 | | | $ | 21,769 | | | 15.7 | % | Dollars | | $ | 168,075 | | | $ | 140,828 | | | $ | 27,247 | | | 19.3 | % |
Homes closed | Homes closed | | 443 | | | 367 | | | 76 | | | 20.7 | % | Homes closed | | 438 | | | 417 | | | 21 | | | 5.0 | % |
Average sales price | Average sales price | | $ | 362.0 | | | $ | 377.7 | | | $ | (15.7) | | | (4.2) | % | Average sales price | | $ | 383.7 | | | $ | 337.7 | | | $ | 46.0 | | | 13.6 | % |
Georgia | Georgia | | Georgia | |
Dollars | Dollars | | $ | 62,477 | | | $ | 58,698 | | | $ | 3,779 | | | 6.4 | % | Dollars | | $ | 56,434 | | | $ | 55,139 | | | $ | 1,295 | | | 2.3 | % |
Homes closed | Homes closed | | 171 | | | 166 | | | 5 | | | 3.0 | % | Homes closed | | 127 | | | 146 | | | (19) | | | (13.0) | % |
Average sales price | Average sales price | | $ | 365.4 | | | $ | 353.6 | | | $ | 11.8 | | | 3.3 | % | Average sales price | | $ | 444.4 | | | $ | 377.7 | | | $ | 66.7 | | | 17.7 | % |
North Carolina | North Carolina | | North Carolina | |
Dollars | Dollars | | $ | 119,838 | | | $ | 98,738 | | | $ | 21,100 | | | 21.4 | % | Dollars | | $ | 119,004 | | | $ | 107,013 | | | $ | 11,991 | | | 11.2 | % |
Homes closed | Homes closed | | 330 | | | 288 | | | 42 | | | 14.6 | % | Homes closed | | 297 | | | 299 | | | (2) | | | (0.7) | % |
Average sales price | Average sales price | | $ | 363.1 | | | $ | 342.8 | | | $ | 20.3 | | | 5.9 | % | Average sales price | | $ | 400.7 | | | $ | 357.9 | | | $ | 42.8 | | | 12.0 | % |
South Carolina | South Carolina | | South Carolina | |
Dollars | Dollars | | $ | 28,209 | | | $ | 30,206 | | | $ | (1,997) | | | (6.6) | % | Dollars | | $ | 39,713 | | | $ | 27,846 | | | $ | 11,867 | | | 42.6 | % |
Homes closed | Homes closed | | 81 | | | 98 | | | (17) | | | (17.3) | % | Homes closed | | 121 | | | 85 | | | 36 | | | 42.4 | % |
Average sales price | Average sales price | | $ | 348.3 | | | $ | 308.2 | | | $ | 40.1 | | | 13.0 | % | Average sales price | | $ | 328.2 | | | $ | 327.6 | | | $ | 0.6 | | | 0.2 | % |
Tennessee | Tennessee | | Tennessee | |
Dollars | Dollars | | $ | 50,695 | | | $ | 27,577 | | | $ | 23,118 | | | 83.8 | % | Dollars | | $ | 50,978 | | | $ | 37,341 | | | $ | 13,637 | | | 36.5 | % |
Homes closed | Homes closed | | 150 | | | 79 | | | 71 | | | 89.9 | % | Homes closed | | 138 | | | 118 | | | 20 | | | 16.9 | % |
Average sales price | Average sales price | | $ | 338.0 | | | $ | 349.1 | | | $ | (11.1) | | | (3.2) | % | Average sales price | | $ | 369.4 | | | $ | 316.4 | | | $ | 53.0 | | | 16.8 | % |
East Region Totals | East Region Totals | | East Region Totals | |
Dollars | Dollars | | $ | 421,596 | | | $ | 353,827 | | | $ | 67,769 | | | 19.2 | % | Dollars | | $ | 434,204 | | | $ | 368,167 | | | $ | 66,037 | | | 17.9 | % |
Homes closed | Homes closed | | 1,175 | | | 998 | | | 177 | | | 17.7 | % | Homes closed | | 1,121 | | | 1,065 | | | 56 | | | 5.3 | % |
Average sales price | Average sales price | | $ | 358.8 | | | $ | 354.5 | | | $ | 4.3 | | | 1.2 | % | Average sales price | | $ | 387.3 | | | $ | 345.7 | | | $ | 41.6 | | | 12.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | | Quarter over Quarter |
| | 2021 | | 2020 | | Change $ | | Change % |
Home Closing Revenue | | | | | | | | |
Total | | | | | | | | |
Dollars | | $ | 2,344,625 | | | $ | 1,922,008 | | | $ | 422,617 | | | 22.0 | % |
Homes closed | | 6,163 | | | 5,086 | | | 1,077 | | | 21.2 | % |
Average sales price | | $ | 380.4 | | | $ | 377.9 | | | $ | 2.5 | | | 0.7 | % |
West Region | | | | | | | | |
Arizona | | | | | | | | |
Dollars | | $ | 303,258 | | | $ | 293,603 | | | $ | 9,655 | | | 3.3 | % |
Homes closed | | 891 | | | 886 | | | 5 | | | 0.6 | % |
Average sales price | | $ | 340.4 | | | $ | 331.4 | | | $ | 9.0 | | | 2.7 | % |
California | | | | | | | | |
Dollars | | $ | 370,131 | | | $ | 285,145 | | | $ | 84,986 | | | 29.8 | % |
Homes closed | | 595 | | | 455 | | | 140 | | | 30.8 | % |
Average sales price | | $ | 622.1 | | | $ | 626.7 | | | $ | (4.6) | | | (0.7) | % |
Colorado | | | | | | | | |
Dollars | | $ | 159,250 | | | $ | 180,771 | | | $ | (21,521) | | | (11.9) | % |
Homes closed | | 320 | | | 370 | | | (50) | | | (13.5) | % |
Average sales price | | $ | 497.7 | | | $ | 488.6 | | | $ | 9.1 | | | 1.9 | % |
West Region Totals | | | | | | | | |
Dollars | | $ | 832,639 | | | $ | 759,519 | | | $ | 73,120 | | | 9.6 | % |
Homes closed | | 1,806 | | | 1,711 | | | 95 | | | 5.6 | % |
Average sales price | | $ | 461.0 | | | $ | 443.9 | | | $ | 17.1 | | | 3.9 | % |
Central Region - Texas | | | | | | | | |
Central Region Totals | | | | | | | | |
Dollars | | $ | 722,223 | | | $ | 551,884 | | | $ | 170,339 | | | 30.9 | % |
Homes closed | | 2,117 | | | 1,688 | | | 429 | | | 25.4 | % |
Average sales price | | $ | 341.2 | | | $ | 326.9 | | | $ | 14.3 | | | 4.4 | % |
East Region | | | | | | | | |
Florida | | | | | | | | |
Dollars | | $ | 301,205 | | | $ | 232,397 | | | $ | 68,808 | | | 29.6 | % |
Homes closed | | 860 | | | 603 | | | 257 | | | 42.6 | % |
Average sales price | | $ | 350.2 | | | $ | 385.4 | | | $ | (35.2) | | | (9.1) | % |
Georgia | | | | | | | | |
Dollars | | $ | 117,616 | | | $ | 100,696 | | | $ | 16,920 | | | 16.8 | % |
Homes closed | | 317 | | | 281 | | | 36 | | | 12.8 | % |
Average sales price | | $ | 371.0 | | | $ | 358.3 | | | $ | 12.7 | | | 3.5 | % |
North Carolina | | | | | | | | |
Dollars | | $ | 226,851 | | | $ | 178,155 | | | $ | 48,696 | | | 27.3 | % |
Homes closed | | 629 | | | 510 | | | 119 | | | 23.3 | % |
Average sales price | | $ | 360.7 | | | $ | 349.3 | | | $ | 11.4 | | | 3.3 | % |
South Carolina | | | | | | | | |
Dollars | | $ | 56,055 | | | $ | 47,611 | | | $ | 8,444 | | | 17.7 | % |
Homes closed | | 166 | | | 151 | | | 15 | | | 9.9 | % |
Average sales price | | $ | 337.7 | | | $ | 315.3 | | | $ | 22.4 | | | 7.1 | % |
Tennessee | | | | | | | | |
Dollars | | $ | 88,036 | | | $ | 51,746 | | | $ | 36,290 | | | 70.1 | % |
Homes closed | | 268 | | | 142 | | | 126 | | | 88.7 | % |
Average sales price | | $ | 328.5 | | | $ | 364.4 | | | $ | (35.9) | | | (9.9) | % |
East Region Totals | | | | | | | | |
Dollars | | $ | 789,763 | | | $ | 610,605 | | | $ | 179,158 | | | 29.3 | % |
Homes closed | | 2,240 | | | 1,687 | | | 553 | | | 32.8 | % |
Average sales price | | $ | 352.6 | | | $ | 361.9 | | | $ | (9.3) | | | (2.6) | % |
| | | | | | | | |
| | | | Three Months Ended June 30, | | Quarter over Quarter | | | Three Months Ended March 31, | | Quarter over Quarter |
| | | 2021 | | 2020 | | Change $ | | Change % | | | 2022 | | 2021 | | Change $ | | Change % |
Home Orders (1) | Home Orders (1) | | | | | | | | | Home Orders (1) | | | | | | | | |
Total | Total | | Total | |
Dollars | Dollars | | $ | 1,499,672 | | | $ | 1,290,454 | | | $ | 209,218 | | | 16.2 | % | Dollars | | $ | 1,767,710 | | | $ | 1,349,130 | | | $ | 418,580 | | | 31.0 | % |
Homes ordered | Homes ordered | | 3,542 | | | 3,597 | | | (55) | | | (1.5) | % | Homes ordered | | 3,874 | | | 3,458 | | | 416 | | | 12.0 | % |
Average sales price | Average sales price | | $ | 423.4 | | | $ | 358.8 | | | $ | 64.6 | | | 18.0 | % | Average sales price | | $ | 456.3 | | | $ | 390.1 | | | $ | 66.2 | | | 17.0 | % |
West Region | West Region | | West Region | |
Arizona | Arizona | | Arizona | |
Dollars | Dollars | | $ | 256,804 | | | $ | 231,057 | | | $ | 25,747 | | | 11.1 | % | Dollars | | $ | 240,007 | | | $ | 222,435 | | | $ | 17,572 | | | 7.9 | % |
Homes ordered | Homes ordered | | 624 | | | 737 | | | (113) | | | (15.3) | % | Homes ordered | | 550 | | | 602 | | | (52) | | | (8.6) | % |
Average sales price | Average sales price | | $ | 411.5 | | | $ | 313.5 | | | $ | 98.0 | | | 31.3 | % | Average sales price | | $ | 436.4 | | | $ | 369.5 | | | $ | 66.9 | | | 18.1 | % |
California | California | | California | |
Dollars | Dollars | | $ | 217,228 | | | $ | 224,639 | | | $ | (7,411) | | | (3.3) | % | Dollars | | $ | 247,343 | | | $ | 173,391 | | | $ | 73,952 | | | 42.7 | % |
Homes ordered | Homes ordered | | 344 | | | 388 | | | (44) | | | (11.3) | % | Homes ordered | | 346 | | | 286 | | | 60 | | | 21.0 | % |
Average sales price | Average sales price | | $ | 631.5 | | | $ | 579.0 | | | $ | 52.5 | | | 9.1 | % | Average sales price | | $ | 714.9 | | | $ | 606.3 | | | $ | 108.6 | | | 17.9 | % |
Colorado | Colorado | | Colorado | |
Dollars | Dollars | | $ | 104,134 | | | $ | 70,831 | | | $ | 33,303 | | | 47.0 | % | Dollars | | $ | 125,999 | | | $ | 89,779 | | | $ | 36,220 | | | 40.3 | % |
Homes ordered | Homes ordered | | 181 | | | 153 | | | 28 | | | 18.3 | % | Homes ordered | | 209 | | | 169 | | | 40 | | | 23.7 | % |
Average sales price | Average sales price | | $ | 575.3 | | | $ | 462.9 | | | $ | 112.4 | | | 24.3 | % | Average sales price | | $ | 602.9 | | | $ | 531.2 | | | $ | 71.7 | | | 13.5 | % |
West Region Totals | West Region Totals | | West Region Totals | |
Dollars | Dollars | | $ | 578,166 | | | $ | 526,527 | | | $ | 51,639 | | | 9.8 | % | Dollars | | $ | 613,349 | | | $ | 485,605 | | | $ | 127,744 | | | 26.3 | % |
Homes ordered | Homes ordered | | 1,149 | | | 1,278 | | | (129) | | | (10.1) | % | Homes ordered | | 1,105 | | | 1,057 | | | 48 | | | 4.5 | % |
Average sales price | Average sales price | | $ | 503.2 | | | $ | 412.0 | | | $ | 91.2 | | | 22.1 | % | Average sales price | | $ | 555.1 | | | $ | 459.4 | | | $ | 95.7 | | | 20.8 | % |
Central Region - Texas | Central Region - Texas | | Central Region - Texas | |
Central Region Totals | Central Region Totals | | Central Region Totals | |
Dollars | Dollars | | $ | 428,375 | | | $ | 392,502 | | | $ | 35,873 | | | 9.1 | % | Dollars | | $ | 548,567 | | | $ | 391,968 | | | $ | 156,599 | | | 40.0 | % |
Homes ordered | Homes ordered | | 1,101 | | | 1,215 | | | (114) | | | (9.4) | % | Homes ordered | | 1,296 | | | 1,115 | | | 181 | | | 16.2 | % |
Average sales price | Average sales price | | $ | 389.1 | | | $ | 323.0 | | | $ | 66.1 | | | 20.5 | % | Average sales price | | $ | 423.3 | | | $ | 351.5 | | | $ | 71.8 | | | 20.4 | % |
East Region | East Region | | East Region | |
Florida | Florida | | Florida | |
Dollars | Dollars | | $ | 176,118 | | | $ | 136,362 | | | $ | 39,756 | | | 29.2 | % | Dollars | | $ | 226,914 | | | $ | 179,109 | | | $ | 47,805 | | | 26.7 | % |
Homes ordered | Homes ordered | | 468 | | | 390 | | | 78 | | | 20.0 | % | Homes ordered | | 572 | | | 479 | | | 93 | | | 19.4 | % |
Average sales price | Average sales price | | $ | 376.3 | | | $ | 349.6 | | | $ | 26.7 | | | 7.6 | % | Average sales price | | $ | 396.7 | | | $ | 373.9 | | | $ | 22.8 | | | 6.1 | % |
Georgia | Georgia | | Georgia | |
Dollars | Dollars | | $ | 77,309 | | | $ | 65,434 | | | $ | 11,875 | | | 18.1 | % | Dollars | | $ | 100,891 | | | $ | 61,557 | | | $ | 39,334 | | | 63.9 | % |
Homes ordered | Homes ordered | | 193 | | | 190 | | | 3 | | | 1.6 | % | Homes ordered | | 220 | | | 164 | | | 56 | | | 34.1 | % |
Average sales price | Average sales price | | $ | 400.6 | | | $ | 344.4 | | | $ | 56.2 | | | 16.3 | % | Average sales price | | $ | 458.6 | | | $ | 375.3 | | | $ | 83.3 | | | 22.2 | % |
North Carolina | North Carolina | | North Carolina | |
Dollars | Dollars | | $ | 153,032 | | | $ | 106,383 | | | $ | 46,649 | | | 43.9 | % | Dollars | | $ | 163,008 | | | $ | 157,687 | | | $ | 5,321 | | | 3.4 | % |
Homes ordered | Homes ordered | | 390 | | | 326 | | | 64 | | | 19.6 | % | Homes ordered | | 373 | | | 419 | | | (46) | | | (11.0) | % |
Average sales price | Average sales price | | $ | 392.4 | | | $ | 326.3 | | | $ | 66.1 | | | 20.3 | % | Average sales price | | $ | 437.0 | | | $ | 376.3 | | | $ | 60.7 | | | 16.1 | % |
South Carolina | South Carolina | | South Carolina | |
Dollars | Dollars | | $ | 32,595 | | | $ | 29,262 | | | $ | 3,333 | | | 11.4 | % | Dollars | | $ | 52,656 | | | $ | 26,402 | | | $ | 26,254 | | | 99.4 | % |
Homes ordered | Homes ordered | | 88 | | | 95 | | | (7) | | | (7.4) | % | Homes ordered | | 154 | | | 76 | | | 78 | | | 102.6 | % |
Average sales price | Average sales price | | $ | 370.4 | | | $ | 308.0 | | | $ | 62.4 | | | 20.3 | % | Average sales price | | $ | 341.9 | | | $ | 347.4 | | | $ | (5.5) | | | (1.6) | % |
Tennessee | Tennessee | | Tennessee | |
Dollars | Dollars | | $ | 54,077 | | | $ | 33,984 | | | $ | 20,093 | | | 59.1 | % | Dollars | | $ | 62,325 | | | $ | 46,802 | | | $ | 15,523 | | | 33.2 | % |
Homes ordered | Homes ordered | | 153 | | | 103 | | | 50 | | | 48.5 | % | Homes ordered | | 154 | | | 148 | | | 6 | | | 4.1 | % |
Average sales price | Average sales price | | $ | 353.4 | | | $ | 329.9 | | | $ | 23.5 | | | 7.1 | % | Average sales price | | $ | 404.7 | | | $ | 316.2 | | | $ | 88.5 | | | 28.0 | % |
East Region Totals | East Region Totals | | East Region Totals | |
Dollars | Dollars | | $ | 493,131 | | | $ | 371,425 | | | $ | 121,706 | | | 32.8 | % | Dollars | | $ | 605,794 | | | $ | 471,557 | | | $ | 134,237 | | | 28.5 | % |
Homes ordered | Homes ordered | | 1,292 | | | 1,104 | | | 188 | | | 17.0 | % | Homes ordered | | 1,473 | | | 1,286 | | | 187 | | | 14.5 | % |
Average sales price | Average sales price | | $ | 381.7 | | | $ | 336.4 | | | $ | 45.3 | | | 13.5 | % | Average sales price | | $ | 411.3 | | | $ | 366.7 | | | $ | 44.6 | | | 12.2 | % |
(1)Home orders for any period represent the aggregate sales price of all homes ordered, net of cancellations. We do not include orders contingent upon the sale of a customer’s existing home or a mortgage pre-approval as a sales contract until the contingency is removed.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | | Quarter over Quarter |
| | 2021 | | 2020 | | Change $ | | Change % |
Home Orders (1) | | | | | | | | |
Total | | | | | | | | |
Dollars | | $ | 2,848,802 | | | $ | 2,470,391 | | | $ | 378,411 | | | 15.3 | % |
Homes ordered | | 7,000 | | | 6,699 | | | 301 | | | 4.5 | % |
Average sales price | | $ | 407.0 | | | $ | 368.8 | | | $ | 38.2 | | | 10.4 | % |
West Region | | | | | | | | |
Arizona | | | | | | | | |
Dollars | | $ | 479,239 | | | $ | 414,428 | | | $ | 64,811 | | | 15.6 | % |
Homes ordered | | 1,226 | | | 1,307 | | | (81) | | | (6.2) | % |
Average sales price | | $ | 390.9 | | | $ | 317.1 | | | $ | 73.8 | | | 23.3 | % |
California | | | | | | | | |
Dollars | | $ | 390,619 | | | $ | 449,571 | | | $ | (58,952) | | | (13.1) | % |
Homes ordered | | 630 | | | 740 | | | (110) | | | (14.9) | % |
Average sales price | | $ | 620.0 | | | $ | 607.5 | | | $ | 12.5 | | | 2.1 | % |
Colorado | | | | | | | | |
Dollars | | $ | 193,913 | | | $ | 169,296 | | | $ | 24,617 | | | 14.5 | % |
Homes ordered | | 350 | | | 352 | | | (2) | | | (0.6) | % |
Average sales price | | $ | 554.0 | | | $ | 481.0 | | | $ | 73.0 | | | 15.2 | % |
West Region Totals | | | | | | | | |
Dollars | | $ | 1,063,771 | | | $ | 1,033,295 | | | $ | 30,476 | | | 2.9 | % |
Homes ordered | | 2,206 | | | 2,399 | | | (193) | | | (8.0) | % |
Average sales price | | $ | 482.2 | | | $ | 430.7 | | | $ | 51.5 | | | 12.0 | % |
Central Region - Texas | | | | | | | | |
Central Region Totals | | | | | | | | |
Dollars | | $ | 820,343 | | | $ | 735,492 | | | $ | 84,851 | | | 11.5 | % |
Homes ordered | | 2,216 | | | 2,274 | | | (58) | | | (2.6) | % |
Average sales price | | $ | 370.2 | | | $ | 323.4 | | | $ | 46.8 | | | 14.5 | % |
East Region | | | | | | | | |
Florida | | | | | | | | |
Dollars | | $ | 355,227 | | | $ | 255,804 | | | $ | 99,423 | | | 38.9 | % |
Homes ordered | | 947 | | | 707 | | | 240 | | | 33.9 | % |
Average sales price | | $ | 375.1 | | | $ | 361.8 | | | $ | 13.3 | | | 3.7 | % |
Georgia | | | | | | | | |
Dollars | | $ | 138,866 | | | $ | 120,417 | | | $ | 18,449 | | | 15.3 | % |
Homes ordered | | 357 | | | 346 | | | 11 | | | 3.2 | % |
Average sales price | | $ | 389.0 | | | $ | 348.0 | | | $ | 41.0 | | | 11.8 | % |
North Carolina | | | | | | | | |
Dollars | | $ | 310,719 | | | $ | 207,638 | | | $ | 103,081 | | | 49.6 | % |
Homes ordered | | 809 | | | 613 | | | 196 | | | 32.0 | % |
Average sales price | | $ | 384.1 | | | $ | 338.7 | | | $ | 45.4 | | | 13.4 | % |
South Carolina | | | | | | | | |
Dollars | | $ | 58,997 | | | $ | 57,176 | | | $ | 1,821 | | | 3.2 | % |
Homes ordered | | 164 | | | 182 | | | (18) | | | (9.9) | % |
Average sales price | | $ | 359.7 | | | $ | 314.2 | | | $ | 45.5 | | | 14.5 | % |
Tennessee | | | | | | | | |
Dollars | | $ | 100,879 | | | $ | 60,569 | | | $ | 40,310 | | | 66.6 | % |
Homes ordered | | 301 | | | 178 | | | 123 | | | 69.1 | % |
Average sales price | | $ | 335.1 | | | $ | 340.3 | | | $ | (5.2) | | | (1.5) | % |
East Region Totals | | | | | | | | |
Dollars | | $ | 964,688 | | | $ | 701,604 | | | $ | 263,084 | | | 37.5 | % |
Homes ordered | | 2,578 | | | 2,026 | | | 552 | | | 27.2 | % |
Average sales price | | $ | 374.2 | | | $ | 346.3 | | | $ | 27.9 | | | 8.1 | % |
| | | | | | | | |
(1)Home orders for any period represent the aggregate sales price of all homes ordered, net of cancellations. We do not include orders contingent upon the sale of a customer’s existing home or a mortgage pre-approval as a sales contract until the contingency is removed.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, |
| 2021 | | 2020 |
| Ending | | Average | | Ending | | Average |
Active Communities | | | | | | | |
Total | 226 | | 214.5 | | 237 | | | 239.0 |
West Region | | | | | | | |
Arizona | 38 | | 35.5 | | 38 | | | 35.5 |
California | 20 | | 19.5 | | 28 | | | 28.5 |
Colorado | 17 | | 14.5 | | 13 | | | 13.0 |
West Region Totals | 75 | | 69.5 | | 79 | | | 77.0 |
Central Region - Texas | | | | | | | |
Central Region Totals | 64 | | 61.5 | | 68 | | | 73.0 |
East Region | | | | | | | |
Florida | 34 | | 32.0 | | 36 | | | 35.0 |
Georgia | 10 | | 11.0 | | 17 | | | 16.0 |
North Carolina | 26 | | 25.0 | | 21 | | | 20.5 |
South Carolina | 7 | | 6.5 | | 5 | | | 6.0 |
Tennessee | 10 | | 9.0 | | 11 | | | 11.5 |
East Region Totals | 87 | | 83.5 | | 90 | | | 89.0 |
| | | Six Months Ended June 30, | | Three Months Ended March 31, |
| | 2021 | | 2020 | | 2022 | | 2021 |
| | Ending | | Average | | Ending | | Average | | Ending | | Average | | Ending | | Average |
Active Communities | Active Communities | | | | | | | | Active Communities | | | | | | | |
Total | Total | 226 | | 207.8 | | 237 | | 240.5 | Total | 268 | | 263.5 | | 203 | | | 199.0 |
West Region | West Region | | West Region | |
Arizona | Arizona | 38 | | 34.6 | | 38 | | 34.5 | Arizona | 40 | | 39.5 | | 33 | | | 33.0 |
California | California | 20 | | 18.3 | | 28 | | 26.0 | California | 23 | | 22.5 | | 19 | | | 17.5 |
Colorado | Colorado | 17 | | 13.3 | | 13 | | 15.5 | Colorado | 18 | | 17.5 | | 12 | | | 11.5 |
West Region Totals | West Region Totals | 75 | | 66.2 | | 79 | | 76.0 | West Region Totals | 81 | | 79.5 | | 64 | | | 62.0 |
Central Region - Texas | Central Region - Texas | | Central Region - Texas | |
Central Region Totals | Central Region Totals | 64 | | 62.0 | | 68 | | 72.5 | Central Region Totals | 75 | | 74.0 | | 59 | | | 61.0 |
East Region | East Region | | East Region | |
Florida | Florida | 34 | | 31.6 | | 36 | | 34.5 | Florida | 41 | | 41.0 | | 30 | | | 30.5 |
Georgia | Georgia | 10 | | 9.7 | | 17 | | 17.5 | Georgia | 15 | | 15.0 | | 12 | | | 9.5 |
North Carolina | North Carolina | 26 | | 23.7 | | 21 | | | 23.0 | North Carolina | 29 | | 27.5 | | 24 | | | 22.5 |
South Carolina | South Carolina | 7 | | 6.3 | | 5 | | 7.0 | South Carolina | 13 | | 13.5 | | 6 | | | 6.0 |
Tennessee | Tennessee | 10 | | 8.3 | | 11 | | 10.0 | Tennessee | 14 | | 13.0 | | 8 | | | 7.5 |
East Region Totals | East Region Totals | 87 | | 79.6 | | 90 | | 92.0 | East Region Totals | 112 | | 110.0 | | 80 | | | 76.0 |
|
| | | | Three Months Ended June 30, | | Six Months Ended June 30, | | | Three Months Ended March 31, | |
| | | 2021 | | 2020 | | 2021 | | 2020 | | | 2022 | | 2021 | |
Cancellation Rates (1) | Cancellation Rates (1) | | | | | | | | | Cancellation Rates (1) | | | | | |
Total | Total | | 8 | % | | 15 | % | | 9 | % | | 14 | % | Total | | 10 | % | | 11 | % | |
West Region | West Region | | West Region | | |
Arizona | Arizona | | 7 | % | | 11 | % | | 9 | % | | 12 | % | Arizona | | 12 | % | | 10 | % | |
California | California | | 6 | % | | 18 | % | | 9 | % | | 16 | % | California | | 12 | % | | 13 | % | |
Colorado | Colorado | | 6 | % | | 18 | % | | 8 | % | | 15 | % | Colorado | | 9 | % | | 11 | % | |
West Region Totals | West Region Totals | | 7 | % | | 14 | % | | 9 | % | | 14 | % | West Region Totals | | 12 | % | | 11 | % | |
Central Region - Texas | Central Region - Texas | | Central Region - Texas | | |
Central Region Totals | Central Region Totals | | 9 | % | | 20 | % | | 10 | % | | 17 | % | Central Region Totals | | 11 | % | | 11 | % | |
East Region | East Region | | East Region | | |
Florida | Florida | | 8 | % | | 15 | % | | 9 | % | | 14 | % | Florida | | 4 | % | | 11 | % | |
Georgia | Georgia | | 6 | % | | 9 | % | | 10 | % | | 11 | % | Georgia | | 12 | % | | 14 | % | |
North Carolina | North Carolina | | 6 | % | | 9 | % | | 7 | % | | 8 | % | North Carolina | | 7 | % | | 8 | % | |
South Carolina | South Carolina | | 9 | % | | 11 | % | | 13 | % | | 12 | % | South Carolina | | 11 | % | | 17 | % | |
Tennessee | Tennessee | | 13 | % | | 14 | % | | 11 | % | | 20 | % | Tennessee | | 4 | % | | 9 | % | |
East Region Totals | East Region Totals | | 8 | % | | 12 | % | | 9 | % | | 12 | % | East Region Totals | | 7 | % | | 10 | % | |
(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 June 30, | | Quarter over Quarter | | | At March 31, | | Quarter over Quarter |
| | | 2021 | | 2020 | | Change $ | | Change % | | | 2022 | | 2021 | | Change $ | | Change % |
Order Backlog (1) | Order Backlog (1) | | | | | | | | | Order Backlog (1) | | | | | | | | |
Total | Total | | Total | |
Dollars | Dollars | | $ | 2,317,534 | | | $ | 1,648,451 | | | $ | 669,083 | | | 40.6 | % | Dollars | | $ | 3,038,927 | | | $ | 2,082,259 | | | $ | 956,668 | | | 45.9 | % |
Homes in backlog | Homes in backlog | | 5,509 | | | 4,395 | | | 1,114 | | | 25.3 | % | Homes in backlog | | 6,695 | | | 5,240 | | | 1,455 | | | 27.8 | % |
Average sales price | Average sales price | | $ | 420.7 | | | $ | 375.1 | | | $ | 45.6 | | | 12.2 | % | Average sales price | | $ | 453.9 | | | $ | 397.4 | | | $ | 56.5 | | | 14.2 | % |
West Region | West Region | | West Region | |
Arizona | Arizona | | Arizona | |
Dollars | Dollars | | $ | 520,034 | | | $ | 307,302 | | | $ | 212,732 | | | 69.2 | % | Dollars | | $ | 535,586 | | | $ | 429,171 | | | $ | 106,415 | | | 24.8 | % |
Homes in backlog | Homes in backlog | | 1,328 | | | 932 | | | 396 | | | 42.5 | % | Homes in backlog | | 1,237 | | | 1,185 | | | 52 | | | 4.4 | % |
Average sales price | Average sales price | | $ | 391.6 | | | $ | 329.7 | | | $ | 61.9 | | | 18.8 | % | Average sales price | | $ | 433.0 | | | $ | 362.2 | | | $ | 70.8 | | | 19.5 | % |
California | California | | California | |
Dollars | Dollars | | $ | 295,198 | | | $ | 256,694 | | | $ | 38,504 | | | 15.0 | % | Dollars | | $ | 331,321 | | | $ | 276,202 | | | $ | 55,119 | | | 20.0 | % |
Homes in backlog | Homes in backlog | | 479 | | | 430 | | | 49 | | | 11.4 | % | Homes in backlog | | 464 | | | 453 | | | 11 | | | 2.4 | % |
Average sales price | Average sales price | | $ | 616.3 | | | $ | 597.0 | | | $ | 19.3 | | | 3.2 | % | Average sales price | | $ | 714.1 | | | $ | 609.7 | | | $ | 104.4 | | | 17.1 | % |
Colorado | Colorado | | Colorado | |
Dollars | Dollars | | $ | 139,437 | | | $ | 86,158 | | | $ | 53,279 | | | 61.8 | % | Dollars | | $ | 246,932 | | | $ | 110,279 | | | $ | 136,653 | | | 123.9 | % |
Homes in backlog | Homes in backlog | | 238 | | | 178 | | | 60 | | | 33.7 | % | Homes in backlog | | 406 | | | 202 | | | 204 | | | 101.0 | % |
Average sales price | Average sales price | | $ | 585.9 | | | $ | 484.0 | | | $ | 101.9 | | | 21.1 | % | Average sales price | | $ | 608.2 | | | $ | 545.9 | | | $ | 62.3 | | | 11.4 | % |
West Region Totals | West Region Totals | | West Region Totals | |
Dollars | Dollars | | $ | 954,669 | | | $ | 650,154 | | | $ | 304,515 | | | 46.8 | % | Dollars | | $ | 1,113,839 | | | $ | 815,652 | | | $ | 298,187 | | | 36.6 | % |
Homes in backlog | Homes in backlog | | 2,045 | | | 1,540 | | | 505 | | | 32.8 | % | Homes in backlog | | 2,107 | | | 1,840 | | | 267 | | | 14.5 | % |
Average sales price | Average sales price | | $ | 466.8 | | | $ | 422.2 | | | $ | 44.6 | | | 10.6 | % | Average sales price | | $ | 528.6 | | | $ | 443.3 | | | $ | 85.3 | | | 19.2 | % |
Central Region - Texas | Central Region - Texas | | Central Region - Texas | |
Central Region Totals | Central Region Totals | | Central Region Totals | |
Dollars | Dollars | | $ | 670,583 | | | $ | 556,787 | | | $ | 113,796 | | | 20.4 | % | Dollars | | $ | 973,828 | | | $ | 645,959 | | | $ | 327,869 | | | 50.8 | % |
Homes in backlog | Homes in backlog | | 1,729 | | | 1,634 | | | 95 | | | 5.8 | % | Homes in backlog | | 2,301 | | | 1,782 | | | 519 | | | 29.1 | % |
Average sales price | Average sales price | | $ | 387.8 | | | $ | 340.8 | | | $ | 47.0 | | | 13.8 | % | Average sales price | | $ | 423.2 | | | $ | 362.5 | | | $ | 60.7 | | | 16.7 | % |
East Region | East Region | | East Region | |
Florida | Florida | | Florida | |
Dollars | Dollars | | $ | 268,971 | | | $ | 187,241 | | | $ | 81,730 | | | 43.6 | % | Dollars | | $ | 411,478 | | | $ | 253,188 | | | $ | 158,290 | | | 62.5 | % |
Homes in backlog | Homes in backlog | | 637 | | | 475 | | | 162 | | | 34.1 | % | Homes in backlog | | 1,002 | | | 612 | | | 390 | | | 63.7 | % |
Average sales price | Average sales price | | $ | 422.2 | | | $ | 394.2 | | | $ | 28.0 | | | 7.1 | % | Average sales price | | $ | 410.7 | | | $ | 413.7 | | | $ | (3.0) | | | (0.7) | % |
Georgia | Georgia | | Georgia | |
Dollars | Dollars | | $ | 79,207 | | | $ | 69,559 | | | $ | 9,648 | | | 13.9 | % | Dollars | | $ | 136,266 | | | $ | 64,355 | | | $ | 71,911 | | | 111.7 | % |
Homes in backlog | Homes in backlog | | 196 | | | 198 | | | (2) | | | (1.0) | % | Homes in backlog | | 296 | | | 174 | | | 122 | | | 70.1 | % |
Average sales price | Average sales price | | $ | 404.1 | | | $ | 351.3 | | | $ | 52.8 | | | 15.0 | % | Average sales price | | $ | 460.4 | | | $ | 369.9 | | | $ | 90.5 | | | 24.5 | % |
North Carolina | North Carolina | | North Carolina | |
Dollars | Dollars | | $ | 247,292 | | | $ | 109,026 | | | $ | 138,266 | | | 126.8 | % | Dollars | | $ | 269,898 | | | $ | 214,079 | | | $ | 55,819 | | | 26.1 | % |
Homes in backlog | Homes in backlog | | 634 | | | 322 | | | 312 | | | 96.9 | % | Homes in backlog | | 641 | | | 574 | | | 67 | | | 11.7 | % |
Average sales price | Average sales price | | $ | 390.1 | | | $ | 338.6 | | | $ | 51.5 | | | 15.2 | % | Average sales price | | $ | 421.1 | | | $ | 373.0 | | | $ | 48.1 | | | 12.9 | % |
South Carolina | South Carolina | | South Carolina | |
Dollars | Dollars | | $ | 44,175 | | | $ | 34,054 | | | $ | 10,121 | | | 29.7 | % | Dollars | | $ | 57,643 | | | $ | 39,785 | | | $ | 17,858 | | | 44.9 | % |
Homes in backlog | Homes in backlog | | 118 | | | 102 | | | 16 | | | 15.7 | % | Homes in backlog | | 166 | | | 111 | | | 55 | | | 49.5 | % |
Average sales price | Average sales price | | $ | 374.4 | | | $ | 333.9 | | | $ | 40.5 | | | 12.1 | % | Average sales price | | $ | 347.2 | | | $ | 358.4 | | | $ | (11.2) | | | (3.1) | % |
Tennessee | Tennessee | | Tennessee | |
Dollars | Dollars | | $ | 52,637 | | | $ | 41,630 | | | $ | 11,007 | | | 26.4 | % | Dollars | | $ | 75,975 | | | $ | 49,241 | | | $ | 26,734 | | | 54.3 | % |
Homes in backlog | Homes in backlog | | 150 | | | 124 | | | 26 | | | 21.0 | % | Homes in backlog | | 182 | | | 147 | | | 35 | | | 23.8 | % |
Average sales price | Average sales price | | $ | 350.9 | | | $ | 335.7 | | | $ | 15.2 | | | 4.5 | % | Average sales price | | $ | 417.4 | | | $ | 335.0 | | | $ | 82.4 | | | 24.6 | % |
East Region Totals | East Region Totals | | East Region Totals | |
Dollars | Dollars | | $ | 692,282 | | | $ | 441,510 | | | $ | 250,772 | | | 56.8 | % | Dollars | | $ | 951,260 | | | $ | 620,648 | | | $ | 330,612 | | | 53.3 | % |
Homes in backlog | Homes in backlog | | 1,735 | | | 1,221 | | | 514 | | | 42.1 | % | Homes in backlog | | 2,287 | | | 1,618 | | | 669 | | | 41.3 | % |
Average sales price | Average sales price | | $ | 399.0 | | | $ | 361.6 | | | $ | 37.4 | | | 10.3 | % | Average sales price | | $ | 415.9 | | | $ | 383.6 | | | $ | 32.3 | | | 8.4 | % |
(1)Our backlog represents net sales that have not closed.
Operating Results
Companywide. In the secondfirst quarter of 2021, we2022, home closing revenue improved 15.3% to $1.2 billion on 2,858 closings compared to $1.1 billion on 2,890 closings in the first quarter of 2021. The increase in home closing revenue year-over-year was driven entirely by the 16.6% increase in ASP on closings, as closing volume declined marginally by 1.1% due to elongated construction cycle times. We achieved our highest second quarterquarterly home closing volumeorders of 3,874 homes valued at $1.8 billion in Company history, with an 18.2% improvement over the secondfirst quarter of 2020,2022 as compared to 3,273 closings3,458 homes valued at $1.3 billion compared to 2,770 closings valued at $1.0 billion. The increase in closings year-over-year was driven by entering the quarter with a higher backlog as compared to prior year, as well as an accelerated orders pace of spec homes during the quarter that were able to close by June 30, 2021. Home closing revenue increased by 22.6% over the secondfirst quarter of 2020 due to the2021. The higher closing volume and a 3.8% increase in ASP. Home order volume declined slightly by 1.5% to 3,542 homes as compared to 3,597 homes in the second quarter of 2020,is due to a 10.3% decrease32.4% increase in average active communities, that was partially offset by an increasedwhile orders pace. Higher ASP on orders as we continuepace declined 15.5% to experience pricing power drove a 16.2% increase in order value to $1.5 billion4.9 per month, down from 5.8 in the secondfirst quarter of 2021 up from $1.3 billionwhich was one of the highest quarterly orders paces in Company history. As a result of the increased construction cycle time caused by supply-chain and labor constraints, we continued to meter orders in the secondfirst quarter of 2020. Orders pace improved by 9.3% year-over-year2022 to 5.5 homes ordered per average active community per month during the second quarter of 2021, up from 5.0 homes in the second quarter of 2020. This increase demonstrates the continuing demand for homes in the current market. Our focus on entry level and first move-up buyers, withalign our entry-level communities offering only spec homes for sale and shorter construction cycle times than other higher-end product, allows for quicker move-ins for our customers, increasing the desirability of our products, as reflected in our higher orders and closing volumes. Although community count is down 4.6%starts with production capacity. Home order value increased 31.0% year-over-year, due to sustained high orders pace over the last 12 months, community count grew sequentially, endingcombined result of higher volumes and rising ASP as we experienced pricing power driven by buyer demand. We ended the second quarter with 226268 actively selling communities, at June 30, 2021, up from 203 at March 31, 2021. OurWe ended the first quarter of 2022 with 6,695 homes in backlog valued at $3.0 billion, up from 5,240 homes valued at $2.1 billion at March 31, 2021. The year-over-year increases in backlog are the direct result of the favorable order cancellation rate improved to 8%volumes and 9%pricing. Order cancellations were relatively flat at 10% for the first three and six month periods in 2021, respectively,months of 2022, as compared to 15% and 14%11% during the three and six month periodsperiod in 2020, respectively,2021, a further indication of strong demand in the market.
For the six months ended June 30, 2021, home closing volume grew by 1,077 units, or 21.2%, and home closing revenue improved by $422.6 million on 6,163 closings valued at $2.3 billion. Orders also increased year-over-year by 301 units and $0.4 billion to 7,000 orders valued at $2.8 billion for the six months ended June 30, 2021, 4.5% and 15.3% higher, respectively from prior year results. Demand for our affordable entry-level homes drove the increase in orders, resulting in a 20.8% higher orders pace than in 2020. We ended the quarter with 5,509 homes in backlog valued at $2.3 billion, compared to 4,395 units valued at $1.6 billion at June 30, 2020. The year-over-year increase in backlog value was positively impacted by rising ASP on orders as discussed above.
West. The West Region closed 944864 homes and generated $439.2 million in the first quarter of 2022, relatively flat with the 862 homes closed in 2021. Despite the flat volume, the Region improved home closing revenue in the second quarter of 2021, compared17.8% to 858 homes and $381.8$463.4 million in home closing revenue in the comparable 2020 period. Order volume decreased 10.1% to 1,149 homes in the second quarter of 2021 compared to 1,278 in 2020, due almost entirely to the 9.7% decline in average active community count. Strong demand and pricing power resulted in a 22.1%resulting from an $80,000 increase in ASP and contributeddue to sustained increases over the overall 9.8% higherpast few quarters from strong market demand. Orders and order value in the secondfirst quarter of 20212022 of $578.21,105 homes valued at $613.3 million were up from $526.51,057 homes valued at $485.6 million in the 20202021 period. Orders paceThe 4.5% higher order volume was consistent year-over-year at 5.5 homes perdue to a 28.2% increase in average community count, partially offset by an 19.3% decrease in orders pace year-over-year. As a result of our intentional choice to meter orders as previously discussed, orders pace decreased to 4.6 per month during bothin the three months ended June 30, 2021 and 2020. As discussed previously,first quarter of 2022, versus 5.7 in 2021. The West Region had the year-over-year dropCompany's highest increase in community count is due toASP on orders of $95,700, or 20.8%, combined with the accelerated close-out of communitiesincrease in 2020.volume resulted in a 26.3% increase in order value. The West Region ended the secondfirst quarter of 20212022 with 2,0452,107 homes in backlog valued at $954.7 million,$1.1 billion, up from 1,5401,840 units valued at $650.2$815.7 million at June 30, 2020. Despite the decrease in order volume, backlog increased year-over-year due to entering the period with a higher backlogMarch 31, 2021, increases of 14.5% and some closing delays caused by supply chain constraints.
Year-to-date results in the West Region were similar to those of the second quarter. The number and value of homes closed versus prior year increased by 5.6% and 9.6%36.6%, respectively, and ASP increased 3.9%. Order volumes for the Region declined 8.0% year-to-date, due to a 12.9% decline in the average number of actively selling communities, partially offset by a 5.4% year-to-date orders pace improvement. Order value was positively impacted by a 12.0% increase in ASP, which resulted in 2.9% higher order value for the six months ended June 30, 2021.respectively.
Central. In the secondfirst quarter of 2021,2022, the Central Region made up of our Texas markets, closed 1,154873 homes and generated $403.8$347.8 million in home closing revenue, up 26.3% and 36.4%, respectively, from prior year comparable period resultsas compared to 963 homes at $318.4 million in the first quarter of 914 homes and $296.0 million of2021. The 9.3% decrease in closings was more than offset by 20.5% higher ASP to achieve a 9.2% increase in home closing revenue. Both orders and order value improved year-over-year, with 1,296 homes ordered at $548.6 million in the first quarter of 2022, compared to 1,115 homes valued at $392.0 million in 2021. Order volume declined 9.4%grew 16.2% due to a 15.8% decreasethe Region's 21.3% increase in average community count,active communities, partially offset by an increasea 4.9% decrease in orders pace of 7.8%. Despite the lower volume, order value increased 9.1% to $428.4 million5.8 per month in the secondfirst quarter of 2021, compared to $392.5 million2022, down slightly from 6.1 in 2021. With the prior year quarter, due toCompany's largest Regional increase in order volume of 16.2% and pricing power that drove ASP up by 20.5%20.4%, home order value improved 40.0% in the Region.
We also experienced improvements in the Region for the six months ended June 30, 2021. Home closings and home closing revenue were up 25.4% and 30.9%, respectively. Order value and ASP on orders was up 11.5% and 14.5%, respectively, year-over-year. Similar to the secondfirst quarter order volume decreased 2.6% due to a lower average active community count, mostly offset by increased orders pace.of 2022. The Central Region ended the first quarter of 2022 with 1,729 units2,301 homes in backlog up 5.8%, and backlog value of $670.6valued at $973.8 million, up 20.4% compared to the prior year.
from 1,782 units valued at $646.0 million at March 31, 2021.
East. During the three months ended June 30, 2021, theThe East Region delivered 1,1751,121 closings and $421.6$434.2 million in home closing revenue during the first quarter of 2022, compared to 9981,065 closings and $353.8$368.2 million in home closing revenue in the comparable prior year period, improvements of 17.7%5.3% and 19.2%17.9%, respectively. TheOrders and order value in the East Region also generated an increase in order volume ingrew by 14.5% and 28.5%, respectively, for the secondfirst quarter of 2021,2022 with an improvement in both volume and value of 17.0% and 32.8%, respectively, with 1,2921,473 units valued at $493.1$605.8 million compared to 1,1041,286 units valued at $371.4$471.6 million in the prior year period. The improvement inhigher orders reflectedis due to a 25.0%44.7% increase in orders pace per communityaverage active communities, the largest Regional increase in the Company, which more than offset the 6.2%a 19.6% year-over-year decrease in average active communities, while the improvement in order value benefited from both the increase in volume as well as a 13.5% higher ASP.
The year-to-date results of the East Region were similar to those of the second quarter, with 32.8% and 29.3% improvements in home closing volume and revenue, respectively, compared to 2020, providing 2,240 closings and $789.8 million in home closing revenue for the six month period ending June 30, 2021. The number and value of orders improved by 27.2% and 37.5%, respectively, due to a 47.3% increase in orders pace for the six months ended June 30, 2021to 4.5 per month compared to the prior year which more than offset the 13.5% decrease in average active communities.order pace of 5.6. The East Region ended the first quarter of 2022 with 1,7352,287 homes in backlog valued at $692.3$951.3 million, compared to 1,221 homesup from 1,618 units valued at $441.5$620.6 million at June 30, 2020, a 42.1% increase in units and 56.8% in order value from strong demand and pricing power.March 31, 2021.
Land Closing Revenue and Gross (Loss)/Profit
From time to time, we may sell certain lots or land parcels to other homebuilders, developers or investors if we feel the sale will provide a greater economic benefit to us than continuing home construction or where we are looking to diversify our land positions in thea specific geography.geography, particularly with assets that no longer align with our strategy. As a result of such sales, we recognized land closing revenue of $13.0$41.5 million and $1.5$3.8 million for the three months ending June 30,March 31, 2022 and 2021, and 2020, respectively, and lossesprofits of $0.3$10.8 million and $1.4 for the second quarter of 2021 and 2020, respectively. Year-to-date land sales resulted in a profit of $0.2$0.5 million for the sixthree months ended June 30,March 31, 2022 and 2021, and a loss of $1.1 million loss in the prior year.respectively.
Other Operating Information (dollars in thousands) | | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
| | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | | Dollars | | Percent of Home Closing Revenue | |
Home Closing Gross Profit (1) | Home Closing Gross Profit (1) | | | | | | | | | | | | | | | | Home Closing Gross Profit (1) | | | | | | | | |
Total | Total | $ | 345,301 | | | 27.3 | % | | $ | 220,696 | | | 21.4 | % | | $ | 611,956 | | | 26.1 | % | | $ | 399,056 | | | 20.8 | % | Total | $ | 377,649 | | | 30.3 | % | | $ | 266,655 | | | 24.7 | % | |
| West | West | $ | 114,184 | | | 26.0 | % | | $ | 80,166 | | | 21.0 | % | | $ | 211,241 | | | 25.4 | % | | $ | 154,597 | | | 20.4 | % | West | $ | 143,759 | | | 31.0 | % | | $ | 97,057 | | | 24.7 | % | |
| Central | Central | $ | 119,415 | | | 29.6 | % | | $ | 67,788 | | | 22.9 | % | | $ | 204,788 | | | 28.4 | % | | $ | 121,979 | | | 22.1 | % | Central | $ | 104,405 | | | 30.0 | % | | $ | 85,373 | | | 26.8 | % | |
| East | East | $ | 111,702 | | | 26.5 | % | | $ | 72,742 | | | 20.6 | % | | $ | 195,927 | | | 24.8 | % | | $ | 122,480 | | | 20.1 | % | East | $ | 129,485 | | | 29.8 | % | | $ | 84,225 | | | 22.9 | % | |
(1)Home closing gross profit represents home closing revenue less cost of home closings, including impairments.impairments, if any. Cost of home closings includes land and associatedlot 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 secondfirst quarter of 20212022 improved 590560 basis points to our highest quarterly home closing gross margin in company history of 27.3%,30.3% compared to 21.4%24.7% in the secondfirst quarter of 2020.2021. The higher margin combined with higher revenue contributed to a $124.6 million improvement in home closing gross profit to end the quarter with $345.3 million compared to $220.7 million in 2020. Gross margin was up 530 basis points to 26.1% versus 20.8% for the six months ended June 30, 2021 and 2020, respectively. The improved margins in 2021 are dueis largely attributable to pricing power fromfueled by the sustained strong buyer demand and leveragelow supply of overheadavailable homes, allowing ASPs on home closings to accelerate at a greater pace than both direct costs onand lot costs. In addition, cost of home closings in the first three months of 2022 benefited from lower interest cost, the result of the lower interest rates from our all-spec strategy for entry-level homes, which have more than offsetdebt refinancing transactions in recent years. Higher home closing revenue combined with the impactmargin improvement led to a $111.0 million increase in home closing gross profit of rising material costs, particularly lumber. Margins$377.6 million for the second quarter 2020 were negatively impacted by 30 basis points due to terminated land contract costs for exiting non-core communities, with a charge of $3.3 millionthree months ended March 31, 2022, compared to $0.6$266.7 million of such charges infor the 2021 period.three months ended March 31, 2021.
West. Home closing gross margin for theThe West Region improved by 500 basis points to 26.0% for the second quarter of 2021 versus 21.0% in the second quarter of 2020. For the six months ended June 30, 2021, home closing gross margin also improved by 500 basis points to 25.4% versus 20.4% for the same period in the prior year. The improvements in the West Region's gross margins are due to pricing power from strong market demand and streamlined operations which allowed us to leverage our overhead costs on higher revenue and offset the impact of rising commodity costs.
Central. The Central Region providedhad the highest home closing gross margin in the Company which at 29.6%of 31.0% for the secondfirst quarter of 2021 was our most notable2022, a 630 basis point improvement and was up 670 basis points from 22.9%over 24.7% in the prior year quarter. Pricing power generated higherfirst quarter of 2021. The improvement in home closing margin is mainly due to the favorable pricing environment where ASP combined with higher closing volume which expanded our leverage of overhead costs to improve gross margin. For the six months ended June 30, 2021, gross margin was up 630 basis points to 28.4% as compared to 22.1% for the same 2020 period.increases have outpaced rising commodity and labor costs.
EastCentral. Home closing gross margin in the Central Region improved 320 basis points to 30.0% for the first quarter of 2022 from 26.8% in the prior year quarter. The year-over-year improvement is due to pricing power leverage on both direct costs and lot costs.
East. The East Region was up 590saw the greatest improvement in home closing gross margin at 690 basis points year-over-year to 26.5%29.8% in the secondfirst quarter of 20212022 versus 20.6%22.9% for the comparable 20202021 period. For the six months ended June 30, 2021, gross margin was up 470 basis points to 24.8% versus 20.1% for the same periodHigh demand in the prior year. The improvement in gross margin for bothEast Region has created opportunity to lift selling prices which have more than offset the three and six months ended June 30, 2021 compared to the respective 2020 periods, is the result of pricing power and greater leverage of overhead costs on higher closing volume.steadily increasing commodity costs.
Financial Services Profit (in thousands) | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
Financial services profit | $ | 4,615 | | | $ | 3,789 | | | $ | 8,375 | | | $ | 6,627 | |
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | |
| 2022 | | 2021 | | | | |
Financial services profit | $ | 3,334 | | | $ | 3,760 | | | | | |
Financial services profit represents the net profit of our financial services operations, including the operating profit generated by our wholly-owned title and insurance companies, Carefree Title Agency, Inc. and Meritage Homes Insurance, Agency, Inc., as well as our portion of earnings from oura mortgage joint venture. Financial services profit increased $0.8decreased $0.4 million in the secondfirst quarter of 20212022 to $4.6$3.3 million versus $3.8 million in 2020, and by $1.8 million for the six months ended June 30, 2021 to $8.4 million versus $6.6 million for the same period in 2020, due to a change in mix of financial services closing volume in markets where we provide financial services, as Carefree Title does not provide title and escrow services in all of the year-over-year higher closing volumes.markets in which we have homebuilding operations.
Selling, General and Administrative Expenses and Other Expenses (dollars in thousands) | | | Three Months Ended June 30, | | Six Months Ended June 30, | | Three Months Ended March 31, | |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2022 | | 2021 | |
Commissions and other sales costs | Commissions and other sales costs | $ | (73,889) | | | $ | (70,408) | | | $ | (141,633) | | | $ | (131,581) | | Commissions and other sales costs | $ | (65,540) | | | $ | (67,744) | | |
Percent of home closing revenue | Percent of home closing revenue | 5.8 | % | | 6.8 | % | | 6.0 | % | | 6.8 | % | Percent of home closing revenue | 5.3 | % | | 6.3 | % | |
General and administrative expenses | General and administrative expenses | $ | (43,156) | | | $ | (36,176) | | | $ | (81,105) | | | $ | (70,346) | | General and administrative expenses | $ | (39,995) | | | $ | (37,949) | | |
Percent of home closing revenue | Percent of home closing revenue | 3.4 | % | | 3.5 | % | | 3.5 | % | | 3.7 | % | Percent of home closing revenue | 3.2 | % | | 3.5 | % | |
| Interest expense | Interest expense | $ | (77) | | | $ | (2,105) | | | $ | (167) | | | $ | (2,121) | | Interest expense | $ | (41) | | | $ | (90) | | |
Other income, net | $ | 1,377 | | | $ | 1,514 | | | $ | 2,175 | | | $ | 2,125 | | |
Loss on early extinguishment of debt | $ | (18,188) | | | $ | — | | | $ | (18,188) | | | $ | — | | |
Other (expense)/income, net | | Other (expense)/income, net | $ | (317) | | | $ | 798 | | |
Provision for income taxes | Provision for income taxes | $ | (48,262) | | | $ | (25,184) | | | $ | (82,396) | | | $ | (40,865) | | Provision for income taxes | $ | (68,629) | | | $ | (34,134) | | |
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 were $73.9$65.5 million, or 5.3% of home closing revenue, for the three months ended June 30, 2021, $3.5March 31, 2022, $2.2 million, higheror 100 basis points, lower than the prior year comparable period, although asresulting from a percentage of home closing revenue, decreased 100 basis points to 5.8% for the second quarter of 2021 compared to the prior year period. For the six months ended June 30, 2021, commissions and other sales costs decreased 80 basis points and were $10.1 million higher than the corresponding prior year period. For both the three and six month comparative periods, the increasedecrease in commissions and other sales costs in dollars comparedpaid to prior year is duethird party brokers that bring prospective buyers to higher home closing volume, partially offset by savings in advertising costs as we continued to leverage more digital technologies and incurred fewer expenses associated with active communities, such as sales office and model home maintenance expenses. In addition, the second quarter of 2020 commissions and other sales costs was negatively impacted by additional commission incentives that were offered during COVID-19 sales events. The decline as a percentage of home closing revenue is due to the combination of leverage from higher closing volume, the efficiencies integrated into our sales and marketing structure, and the decrease in costs associated with a lower number of active communities.
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 June 30, 2021,March 31, 2022, general and administrative expenses were $43.2increased $2.0 million $7.0to $40.0 million, higher than $36.2up from $37.9 million for the 2020 period, although as2021 period. As a percentage of home closing revenue, these expenses decreased by 1030 basis points. For the six months ended June 30, 2021 and 2020,points to 3.2%. The increase in general and administrative expenses were $81.1 million or 3.5% of home closing revenue, as comparedyear-over-year is due primarily to $70.3 million or 3.7% of home closing revenue in 2020. The increased leveraging of costs againsta higher revenue and the continued pull-back on certain corporate expenditures, including those due to COVID-19 precautions, aided in the improvement. As COVID-19 restrictions ease, we expect a portion of these costs to gradually return as employees return to the office and resume travel. We continually strive to optimize overhead leverage through cost control efforts and expect some long-term efficiencies as we start to generate higher revenue from our increased community count in the coming quarters.employee headcount.
Interest Expense. Interest expense is comprised of interest incurred, but not capitalized, on our senior notes, other borrowings, and our amended and restated unsecured revolving credit facility ("Credit Facility.Facility"). Interest expense totaled $41,000 and $90,000 for the three and six months ended June 30,March 31, 2022 and 2021, totaled $0.1 million and $0.2 million, respectively, compared to $2.1 million in both the three and six months ended June 30, 2020. The decrease in both quarter-to-date and year-to-date interest expense is due to lower interest rates on our senior notes, increased capitalization of interest incurred with development and construction activities, and interest charges incurred in the first half of 2020 on our Credit Facility which had $500.0 million outstanding for several weeks during that period.respectively.
Other (Expense)/Income, Net. Other (expense)/income, net, primarily consists of (i) sublease income, (ii) interest earned on our cash and cash equivalents, (iii) payments and awards related to legal settlements and (iv) our portion of pre-tax income or loss from non-financial services joint ventures. For the three months ended June 30, 2021,March 31, 2022, Other (expense)/income, net was $1.4expense of $0.3 million, compared to $1.5income of $0.8 million in the 20202021 comparable period.For the six months ended June 30, 2021, Other income, net was $2.2 million compared to $2.1 million in the 2020 period.
Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt of $18.2 million for the three and six months ended June 30, 2021 is related to the early redemption of our $300.0 million 7.00% Senior Notes due 2022 during the second quarter of 2021. There were no similar charges for the three and six months ended June 30, 2020. See Note 6 in the accompanying unaudited consolidated financial statements for more information related to the early redemption of our Senior Notes due 2022.
Income Taxes. Our effective tax rate was 22.4%24.0% and 21.7%20.6% for the three months ended June 30,March 31, 2022 and 2021, and 2020, respectively, and 21.6% and 20.2% for the six months ended June 30, 2021 and 2020, respectively. The higher tax ratesrate for the three and six months ended June 30, 2021, reflect credits earned under IRC §45L new energy efficient homes and higher non-deductible senior executive officer stock-based compensation. The tax rates forMarch 31, 2022 is due to the three and six months ended June 30, 2020, reflect credits earned underexpiration of the Internal Revenue Code §45L new energy efficient homes.
homes credits on December 31, 2021.
Liquidity and Capital Resources
Overview
We have historically generated cash and funded our operations primarily from cash flows from operating activities. Additional sources of funds may include additional debt or equity financing and borrowing capacity under our Credit Facility. We exercise strict controls and believe we have a prudent strategy for Company-wide cash management, including those related to cash outlays for land and inventory acquisition and development. Our principal uses of capital in the first six months of 2021 werecash include acquisition and development of new and previously controlled land and lot positions, home construction, operating expenses, and the payment of interest and routine liabilities, and repurchases ofliabilities. From time to time, we opportunistically repurchase our common stock. We used funds generated by operations to meet our short-term working capital requirements. In addition, in the second quarter of 2021, we received proceeds from issuing new 3.875%stock and senior notes due 2029, which were used in part to pay off existing 7.00% senior notes due 2022. See Note 6 in the accompanying unaudited consolidated financial statements for more information. We remain focused long-term on acquiring desirable land positions, generating favorable 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 six months ended June 30, 2021, net cash used in operating activities totaled $143.5 million versus cash provided by operating activities of $237.4 million during the six months ended June 30, 2020. Operating cash flows in 2021 and 2020 benefited from cash generated by net earnings of $299.2 million and $161.8 million, respectively. For the six months ended June 30, 2021, operating cash flows generated by net earnings were offset by a $469.7 million increase in real estate assets due to our increased home construction land acquisition and development activities. For the six months ended June 30, 2020, operating cash flows also benefited from an increase in accounts payable and accrued liabilities of $34.8 million due to timing of payments for routine transactions.
Investing Cash Flow Activities
During the six months ended June 30, 2021, net cash used in investing activities totaled $10.7 million as compared to $9.1 million for the same period in 2020. Cash used in investing activities in the first six months of 2021 and 2020 is mainly attributable to the purchases of property and equipment of $11.0 million and $10.3 million for the 2021 and 2020 periods, respectively.
Financing Cash Flow Activities
During the six months ended June 30, 2021, net cash provided by financing activities totaled $92.9 million as compared to net cash used of $63.2 million for the same period in 2020. The net cash provided by financing activities in 2021 primarily reflects the net proceeds of $450.0 million from the issuance of our Senior Notes due 2029, offset by the early redemption of our Senior Notes due 2022 of $300.0 million principal and associated early tender fees of $17.7 million, along with share repurchases of $27.5 million. An additional $0.5 million of non-cash charges associated with the early redemption of our Senior Notes due 2022 were recognized as Loss on early extinguishment of debt in the accompanying unaudited consolidated income statements. The activity in 2020 was primarily due to $60.8 million of share repurchases.
Overview of Cash Management
notes.
Cash flows for each of our communities depend on their stage of the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, zoning plat and other approvals, community and lot development, and construction of model homes, roads, utilities, landscape and other amenities. Because these costs are a component of our inventory and are not recognized in our income statement until a home closes, we incur significant cash outlays prior to recognition of earnings. In the later stages of a community, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint,
Short-term Liquidity and Capital Resources
Over the course of the next twelve months, we are currently acquiring and developing lots inexpect that our markets to grow our lot supply and active community count. We intend to increase our landprimary demand for funds will be for the construction of homes, as well as acquisition and development spending over the next several years, consistent withof both new and existing lots, operating expenses, including general and administrative expenses, interest payments and opportunistic common stock repurchases. We expect to meet these short-term liquidity requirements primarily through our growth initiatives. We are also using our cash on hand to fund operations.
During the six months ended June 30, 2021, we closed 6,163 homes, purchased approximately 15,000 lots for $539.3 million, spent $382.0 million on land development and started construction on 7,147 homes. We primarily purchase undeveloped land or partially-finished lots requiring development 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 second quarter of 2021 with $684.4 million of cash and cash equivalents a decrease of $61.2 million from December 31, 2020, with no outstanding borrowings on hand and our Credit Facility. We expect to generatenet cash from the sale of our inventory, but we intend to redeploy that cash primarily to acquire and develop strategic and well-positioned lots to grow our business.flows provided by operations.
Between our available cash and liquiditycash equivalents on hand combined with the availability of funds in our Credit Facility, we believe that we currently have sufficientliquidity to manage through our strategic growth goals. liquidity. Nevertheless, we may seek additional capital to strengthen our liquidity position. Suchposition, enable us to acquire additional land inventory in anticipation of improving market conditions, and/or strengthen our long-term capital structure.
Long-term Liquidity and Capital Resources
Beyond the next twelve months, our principal demands for funds will be for the construction of homes, land acquisition and development activities needed to grow our lot supply and active community count, payments of principal and interest on our senior notes as they become due or mature and common stock repurchases. We expect our existing and generated cash will be adequate to fund our ongoing operating activities as well as providing capital for investment in future land purchases and related development activities. To the extent the sources of capital described above are insufficient to meet our long-term cash needs, we may be in the formalso conduct additional public offerings of equityour securities, refinance or secure new debt financing and may be from a varietyor dispose of sources.certain assets to fund our operating activities. There can be no assurances that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing stockholders or increase our interest costs.
Material Cash Requirements
We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact both short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on our unaudited consolidated balance sheets as of March 31, 2022, while others are considered future commitments for materials or services not yet provided. Our contractual obligations primarily consist of principal and interest payments on our senior notes, loans payable and other borrowings, including our Credit Agreement, letters of credit and surety bonds and operating leases. We have no debt maturities until 2025. We also have certain short-term lease commitments, commitments to fund our existing unconsolidated joint ventures and other purchase obligations in the normal course of business. Other material cash requirements include land acquisition and development costs, home construction costs and operating expenses, including our selling, general and administrative expenses. We plan to fund these commitments primarily with cash flows generated by operations, but may also from timeutilize additional debt or equity financing and borrowing capacity under our Credit Facility. Our maximum exposure to time engage in opportunistic repurchases ofloss on our common stock in open market or privately-negotiated transactions as well as repurchase or redeempurchase and option agreements is generally limited to non-refundable deposits and capitalized pre-acquisition costs.
For information about our outstandingloans payable and other borrowings, including our Credit Facility, and senior notes. In April 2021, we completed an offering of $450.0 million aggregate principal amount of 3.875% Seniornotes, reference is made to Notes due 2029. The proceeds were used to redeem all $300.0 million aggregate principal amount outstanding of our 7.00% Senior Notes due 2022. See Note5 and 6 in the accompanying notes to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q and are incorporated by reference herein. For information about our lease obligations, reference is made to Note 4 in the consolidated financial statements included in the Annual Report on Form 10-K for more information relatedthe year ended December 31, 2021 and are incorporated by reference herein.
Reference is made to Notes 1, 3, 4, and 15 in the accompanying notes to the early redemptionunaudited consolidated financial statements included in this Quarterly Report on Form 10-Q and are incorporated by reference herein. These Notes discuss our off-balance sheet arrangements with respect to land acquisition contracts and option agreements, and land development joint ventures, including the nature and amounts of financial obligations relating to these items. In addition, these Notes discuss the nature and amounts of certain types of commitments that arise in connection with the ordinary course of our 7.00% Senior Notesland development and homebuilding operations, including commitments of land development joint ventures for which we might be obligated, if any.
We do not engage in commodity trading or other similar activities. We had no derivative financial instruments at March 31, 2022 or December 31, 2021.
Operating Cash Flow Activities
During the three months ended March 31, 2022, net cash provided by operating activities totaled $12.2 million versus net cash used in operating activities of $13.9 million during the three months ended March 31, 2021. Operating cash flows in the first quarter of 2022 benefited from cash generated by net earnings of $217.3 million and an increase in accounts payable and accrued liabilities of $115.9 million due 2022.to timing of payments for routine transactions, offset by a $283.9 million increase in real estate assets and a $52.1 million increase in other receivables, prepaids and other assets. The increase in other receivables, prepaids and other assets was largely due to the purchase of fixed rate interest locks for eligible buyers in our backlog. During the first quarter of 2021, operating cash flows benefited from cash generated by net earnings of $131.8 million and a $38.7 million increase in accounts payable and accrued liabilities, offset by an increase in real estate assets of $193.4 million.
On February 13, 2019, ourInvesting Cash Flow Activities
During the three months ended March 31, 2022 and 2021, net cash used in investing activities totaled $6.2 million and $4.9 million, respectively. Cash used in investing activities for both periods is mainly attributable to the purchases of property and equipment of $6.4 million and $5.0 million, respectively.
Financing Cash Flow Activities
During the three months ended March 31, 2022 and 2021, net cash used in financing activities totaled $103.9 million and $10.3 million, respectively. The net cash used in financing activities in 2022 and 2021 primarily reflect $99.3 million and $8.4 million in share repurchases, respectively. Our Board of Directors has authorized a new stock repurchase program, authorizing the expenditure of up to $100.0 million to repurchase shares of our common stock. On November 13, 2020, the Board of Directors authorized the expenditure of an additional $100.0$300.0 million to repurchase shares of our common stock under this program.our current stock repurchase program, of which $54.1 million remained available as of March 31, 2022. There is no stated expiration for this program. Theprogram and repurchases of the Company's shares may be made in the open market, in privately negotiated transactions, or otherwise. The timing and amount of repurchases, if any, will be determined by the Company's management at its discretion and be based on a variety of factors such as market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The share repurchase program may be modified, suspended or discontinued at any time. The Company intends to retire any shares repurchased. In the six months ended June 30, 2021, we purchased and retired 300,000 shares of our common stock at an aggregate purchase price of $27.5 million and as of June 30, 2021, $86.8 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 |
| | June 30, 2021 | | December 31, 2020 |
Senior notes, net, loans payable and other borrowings | | $ | 1,161,468 | | | $ | 1,020,085 | |
Stockholders’ equity | | 2,628,144 | | | 2,347,868 | |
Total capital | | $ | 3,789,612 | | | $ | 3,367,953 | |
Debt-to-capital (1) | | 30.6 | % | | 30.3 | % |
Senior notes, net, loans payable and other borrowings | | $ | 1,161,468 | | | $ | 1,020,085 | |
Less: cash and cash equivalents | | (684,374) | | | (745,621) | |
Net debt | | 477,094 | | | 274,464 | |
Stockholders’ equity | | 2,628,144 | | | 2,347,868 | |
Total net capital | | $ | 3,105,238 | | | $ | 2,622,332 | |
Net debt-to-capital (2) | | 15.4 | % | | 10.5 | % |
| | | | | | | | | | | | | | |
| | As of |
| | March 31, 2022 | | December 31, 2021 |
Senior notes, net, loans payable and other borrowings | | $ | 1,165,323 | | | $ | 1,160,038 | |
Stockholders’ equity | | 3,168,315 | | | 3,044,389 | |
Total capital | | $ | 4,333,638 | | | $ | 4,204,427 | |
Debt-to-capital (1) | | 26.9 | % | | 27.6 | % |
Senior notes, net, loans payable and other borrowings | | $ | 1,165,323 | | | $ | 1,160,038 | |
Less: cash and cash equivalents | | (520,395) | | | (618,335) | |
Net debt | | 644,928 | | | 541,703 | |
Stockholders’ equity | | 3,168,315 | | | 3,044,389 | |
Total net capital | | $ | 3,813,243 | | | $ | 3,586,092 | |
Net debt-to-capital (2) | | 16.9 | % | | 15.1 | % |
(1)Debt-to-capital is computed as senior notes, net and loans payable and other borrowings divided by the aggregate of total senior notes, net, and loans payable and other borrowings and stockholders' equity.
(2)Net debt-to-capital is computed as net debt divided by the aggregate of net debt and stockholders' equity. Net debt is comprised of 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-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. Currently, we plan to utilize our cash to manage our liquidity and to grow community count. Future cash dividends, if any, will depend upon economic and financial conditions, results of operations, capital requirements, statutory requirements, compliance with certain restrictive debt covenants,restrictions imposed by our Credit Facility, 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 $1.5$1.9 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), and (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 60%. In addition, we are required to maintain either (i) an interest coverage ratio (EBITDA to interest expense, as defined in the credit facility)therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined in the credit facility)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 June 30, 2021.March 31, 2022. Our actual financial covenant calculations as of June 30, 2021March 31, 2022 are reflected in the table below.
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Financial Covenant (dollars in thousands): | Covenant Requirement | | Actual |
Minimum Tangible Net Worth | >$1,739,099 $2,176,919 | | $2,587,7673,127,202 |
Leverage Ratio | < 60% | | 13%15.1% |
Interest Coverage Ratio (1) | > 1.50 | | 13.6819.40 |
Minimum Liquidity (1) | >$64,617 $61,957 | | $1,316,1331,238,824 |
Investments other than defined permitted investments | <$776,330 $938,161 | | $3,9435,631 |
(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, and 4 in the accompanying notes to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, which are incorporated by reference herein. These Notes discuss our off-balance sheet arrangements with respect to land acquisition contracts and option agreements, and land development joint ventures, including the nature and amounts of financial obligations relating to these items. In addition, these Notes discuss the nature and amounts of certain types of commitments that arise in connection with the ordinary course of our land development and homebuilding operations, including commitments of land development joint ventures for which we might be obligated.
Seasonality
Historically, we have experienced seasonal variations in our quarterly operating results and capital requirements. We typically sell more homes in the first half of the fiscal year than in the second half, which creates additional working capital requirements in the second and third quarters to build our inventories to satisfy the deliveries in the second half of the year. We typically benefit from the cash generated from home closings more in the third and fourth quarters than in the first and second quarters. InDuring 2020, historical cycles were impacted by COVID-19 and its impact on consumer behavior, particularly as it relatessince then have been further impacted by sustained increased demand. We have continued to experience these impacts in the homebuilding market. However,first quarter of 2022; however, we expect our historical seasonal pattern to continue over the long term, although it maywill continue to be affected by short-term volatility in the homebuilding industry and in the overall economy.
Recent Issued Accounting Pronouncements
See Note 1 to our unaudited consolidated financial statements included in this report for discussion of recently issued accounting pronouncements.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Our fixed rate debt is made up primarily of $1.2 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 its future substitute)SOFR or Prime (see Note 5 in the accompanying notes to the unaudited consolidated financial statements included in this Form 10-Q).
Our operations are interest rate sensitive. As overall housing demand is adversely affected by increases in interest rates, a significant increase in mortgage interest rates may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates and/or rapidly increasing interest rates could adversely affect our revenues, gross margins, and net income and cancellation rates and would also increase our variable rate borrowing costs.costs on our Credit Facility, if any. We do not enter into, or intend to enter into, derivative interest rate swap financial instruments for trading or speculative purposes.
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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 officerCEO and chief financial officer,CFO, has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of June 30, 2021March 31, 2022 (the “Evaluation Date”). Based on such evaluation, our 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 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
See Note 15 ofin the accompanying notes to the unaudited consolidated financial statements in this report for a discussion of our legal proceedings.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item IA "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, which could materially affect our business, financial condition or future results. The risks described below and in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially adversely affect our business, financial condition and/or operating results. , Except as described below, there has been no material change in our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
Increases in interest rates or decreases in mortgage availability may make purchasing a home more difficult or less desirable and may negatively impact the ability to sell new and existing homes.
Supply shortagesIn general, housing demand is adversely affected by increases in interest rates and other risks related to the demand for building materials could materially disrupt our operations and increase costs.
We depend on continueda lack of availability of building materialsmortgage financing. Most of our buyers finance their home purchases through our mortgage joint venture or third-party lenders providing mortgage financing. If mortgage interest rates increase and, consequently, the ability of prospective buyers to finance home purchases is adversely affected, our home sales and cash flow may be adversely affected and the impact may be material. Additionally, rapid increases in interest rates may negatively impact affordability of a home purchase for existing buyers in backlog who have not yet locked in a mortgage interest rate for their loan. This could lead to an increase in the number of contract cancellations in our reported sales order numbers. For example, although long-term interest rates remain low compared to timely construct our homes. Thehistorical averages, in the first three months of 2022 they have trended upward and are anticipated to continue to increase for the foreseeable future.
A homebuyers' ability to obtain a mortgage loan is largely subject to prevailing interest rates, lenders’ credit standards and appraisals, and the availability of these materials can be significantly impacted by a variety of factors outsidegovernment-supported programs, such as those from the FHA, the VA, Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). If credit standards or appraisal guidelines are tightened, or mortgage loan programs are curtailed, potential buyers of our control. Constraints of raw materials and finished goods or in the distribution channels of our construction inputs can delay delivery of our homes to customers and can increase our building costs or lead to sales orders cancellations. For example, in 2021, supply chain constraints for various construction materials related to sustained demand amid the backdrop of a global pandemic have delayed our construction cycle times. These delays impact the timing of our expected home closings and may also result in cost increases that we may not be able to passobtain necessary mortgage financing. There can be no assurance that these programs will continue to be available or that they will be as accommodating as they currently are. Continued legislative and regulatory actions and more stringent underwriting standards could have a material adverse effect on our current or future customers. Sustained increases in construction costs may, over time, erodebusiness if certain buyers are unable to obtain mortgage financing. A prolonged tightening of the financial markets could also negatively impact our margins.business.
The above risks can also indirectly impact us to the extent our customers need to sell their existing homes to purchase a new home from us if the potential buyer of their home is unable to obtain mortgage financing.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
We have never declared cash dividends. Currently, 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,restrictions imposed by our Credit Facility, as well as other factors considered relevant by our Board of Directors.
Issuer Purchases of Equity Securities
On February 13, 2019, our Board of Directors authorized a new stock repurchase program, authorizing the expenditure of up to $100.0 million to repurchase shares of our common stock. On November 13, 2020, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock under this program. On August 12, 2021, the Board of Directors authorized the expenditure of an additional $100.0 million to repurchase shares of our common stock under this program, which was announced on August 17, 2021. 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 June 30, 2021March 31, 2022 there was $86.8$54.1 million available under this program to repurchase shares. We purchased 200,0001,037,967 shares under the program during the three months ended June 30, 2021.March 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | |
Period | Total Number of Shares Purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Approximate dollar value of shares that may yet be purchased under the plans or programs |
January 1, 2022 - January 31, 2022 | 232,312 | | | $ | 98.63 | | | 232,312 | | | $ | 130,468,038 | |
February 1, 2022 - February 28, 2022 | 647,641 | | | $ | 93.96 | | | 647,641 | | | $ | 69,615,096 | |
March 1, 2022 - March 31, 2022 | 158,014 | | | $ | 98.33 | | | 158,014 | | | $ | 54,077,423 | |
Total | 1,037,967 | | | | | 1,037,967 | | | |
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Period | Total Number of Shares Purchased | | Average price paid per share | | Total number of shares purchased as part of publicly announced plans or programs | | Approximate dollar value of shares that may yet be purchased under the plans or programs |
April 1, 2021 - April 30, 2021 | — | | | $ | — | | | — | | | $ | 105,988,761 | |
May 1, 2021 - May 31, 2021 | — | | | $ | — | | | — | | | $ | 105,988,761 | |
June 1, 2021 - June 30, 2021 | 200,000 | | | $ | 95.80 | | | 200,000 | | | $ | 86,827,896 | |
Total | 200,000 | | | | | 200,000 | | | |
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Exhibit Number | Description | Page or Method of Filing |
3.1 | Restated Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002 |
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3.1.1 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended September 30, 1998 |
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3.1.2 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 |
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3.1.23.1.3 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix A of the Proxy Statement for the Registrant's 2006 Annual Meeting of Stockholders |
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3.1.33.1.4 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix B of Proxy Statement for the Registrant's 2008 Annual Meeting of Stockholders |
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3.1.43.1.5 | Amendment to Articles of Incorporation of Meritage Homes Corporation | Incorporated by reference to Appendix A of the Definitive Proxy Statement filed by the Registrant with the Securities and Exchange Commission on January 9, 2009 |
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3.2 | Amended and Restated Bylaws of Meritage Homes Corporation | Incorporated by reference to Exhibit 3.1 of Form 8-K dated May 10, 2017November 23, 2021 |
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10.1 * | Form of DirectorEmployment Agreement between the Company and Officer Indemnification Agreement* | Filed herewith |
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10.2 | Meritage Homes Corporation 2015 Nonqualified Deferred Compensation Plan*Malissia Clinton | Filed herewith |
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22 | List of Guarantor Subsidiaries | Incorporated by reference to Exhibit 22 of Form 10-K for the year ended December 31, 20202021 |
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31.1 | Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord, Chief Executive Officer | Filed herewith |
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31.2 | Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer | Filed herewith |
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32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | Furnished herewith |
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101.0 | The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and six months ended June 30, 2021March 31, 2022 were formatted in Inline 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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104.0 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,March 31, 2022, formatted in Inline XBRL. |
* Indicates a management contract or compensation plan.
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.
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| MERITAGE HOMES CORPORATION, a Maryland corporation | |
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By: | /s/ HILLA SFERRUZZA | | |
| Hilla Sferruzza Chief Financial OfficerExecutive Vice President and Chief AccountingFinancial Officer
(Duly Authorized Officer and Principal Financial Officer) | |
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Date: | July 30, 2021April 29, 2022 | | |
INDEX OF EXHIBITS
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3.1 | | |
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3.1.1 | | |
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3.1.2 | | |
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3.1.3 | | |
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3.1.4 | | |
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3.1.5 | | |
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3.2 | | |
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10.110.1* | | |
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10.2 | | |
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22 | | | |
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31.1 | | |
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31.2 | | |
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32.1 | | |
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101.0 | | The following financial statements from the Meritage Homes Corporation Quarterly Report on Form 10-Q as of and for the three months and six months ended June 30, 2021March 31, 2022 were formatted in Inline 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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104.0 | | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021,March 31, 2022, formatted in Inline XBRL. |
* Indicates a management contract or compensation plan.