MTH 2015-0630 10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
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
 
 
 
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Maryland
 
86-0611231
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
 
8800 E. Raintree Drive, Suite 300,
Scottsdale, Arizona
 
85260
(Address of Principal Executive Offices)
 
(Zip Code)
(480) 515-8100
(Registrant’s telephone number, including area code)
(Former Name, Former Address and Formal Fiscal Year, if Changed Since Last Report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o
    
Indicate by a checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

Common shares outstanding as of July 29, 2015: 39,660,997



MERITAGE HOMES CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2015
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Items 3-5. Not Applicable
 
 
 
 
 


2





PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

MERITAGE HOMES CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 
 
 
 
 
 
 
 
June 30, 2015
 
December 31, 2014
Assets
 
 
 
 
Cash and cash equivalents
 
$
217,021

 
$
103,333

Other receivables
 
64,659

 
56,763

Real estate
 
2,027,064

 
1,877,682

Real estate not owned
 
—

 
4,999

Deposits on real estate under option or contract
 
92,085

 
94,989

Investments in unconsolidated entities
 
10,303

 
10,780

Property and equipment, net
 
33,741

 
32,403

Deferred tax asset
 
65,651

 
64,137

Prepaids, other assets and goodwill
 
76,145

 
71,052

Total assets
 
$
2,586,669

 
$
2,316,138

Liabilities
 
 
 
 
Accounts payable
 
$
103,145

 
$
83,619

Accrued liabilities
 
137,602

 
154,144

Home sale deposits
 
38,728

 
29,379

Liabilities related to real estate not owned
 
—

 
4,299

Loans payable and other borrowings
 
34,654

 
30,722

Senior and convertible senior notes
 
1,104,202

 
904,486

Total liabilities
 
1,418,331

 
1,206,649

Stockholders’ Equity
 
 
 
 
Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at June 30, 2015 and December 31, 2014
 
—

 
—

Common stock, par value $0.01. Authorized 125,000,000 shares; issued 39,660,997 and 39,147,153 shares at June 30, 2015 and December 31, 2014, respectively
 
397

 
391

Additional paid-in capital
 
552,098

 
538,788

Retained earnings
 
615,843

 
570,310

Total stockholders’ equity
 
1,168,338

 
1,109,489

Total liabilities and stockholders’ equity
 
$
2,586,669

 
$
2,316,138

See accompanying notes to unaudited consolidated financial statements



3


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,
 
 
 
 
 
 
 
2015
 
2014
 
2015
 
2014
Homebuilding:
 
 
 
 
 
 
 
 
Home closing revenue
 
$
591,027

 
$
502,800

 
$
1,108,300

 
$
908,579

Land closing revenue
 
6,774

 
2,804

 
8,213

 
5,370

Total closing revenue
 
597,801

 
505,604

 
1,116,513

 
913,949

Cost of home closings
 
(476,790
)
 
(392,839
)
 
(898,576
)
 
(706,019
)
Cost of land closings
 
(6,262
)
 
(2,762
)
 
(7,547
)
 
(6,355
)
Total cost of closings
 
(483,052
)
 
(395,601
)
 
(906,123
)
 
(712,374
)
Home closing gross profit
 
114,237

 
109,961

 
209,724

 
202,560

Land closing gross profit/(loss)
 
512

 
42

 
666

 
(985
)
Total closing gross profit
 
114,749

 
110,003

 
210,390

 
201,575

Financial Services:
 
 
 
 
 
 
 
 
Revenue
 
2,741

 
2,451

 
5,276

 
4,350

Expense
 
(1,362
)
 
(1,131
)
 
(2,661
)
 
(2,206
)
Earnings from financial services unconsolidated entities and other, net
 
2,757

 
2,297

 
5,301

 
4,498

Financial services profit
 
4,136

 
3,617

 
7,916

 
6,642

Commissions and other sales costs
 
(45,167
)
 
(36,105
)
 
(86,779
)
 
(67,039
)
General and administrative expenses
 
(27,650
)
 
(24,571
)
 
(57,300
)
 
(46,242
)
Loss from other unconsolidated entities, net
 
(169
)
 
(61
)
 
(292
)
 
(230
)
Interest expense
 
(4,621
)
 
(1,396
)
 
(7,775
)
 
(4,109
)
Other income, net
 
136

 
3,749

 
551

 
4,397

Earnings before income taxes
 
41,414

 
55,236

 
66,711

 
94,994

Provision for income taxes
 
(12,281
)
 
(20,157
)
 
(21,178
)
 
(34,538
)
Net earnings
 
$
29,133

 
$
35,079

 
$
45,533

 
$
60,456

Earnings per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.73

 
$
0.90

 
$
1.15

 
$
1.55

Diluted
 
$
0.70

 
$
0.85

 
$
1.10

 
$
1.48

Weighted average number of shares:
 
 
 
 
 
 
 
 
Basic
 
39,648

 
39,118

 
39,520

 
38,904

Diluted
 
42,145

 
41,598

 
42,079

 
41,487

See accompanying notes to unaudited consolidated financial statements



4



MERITAGE HOMES CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
 
 
Six Months Ended June 30,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net earnings
 
$
45,533

 
$
60,456

Adjustments to reconcile net earnings to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
6,729

 
5,182

Stock-based compensation
 
8,465

 
5,264

Excess income tax benefit from stock-based awards
 
(2,012
)
 
(2,194
)
Equity in earnings from unconsolidated entities
 
(5,009
)
 
(4,268
)
Distributions of earnings from unconsolidated entities
 
5,769

 
6,119

Other
 
424

 
3,955

Changes in assets and liabilities:
 
 
 
 
Increase in real estate
 
(144,450
)
 
(229,805
)
Decrease/(increase) in deposits on real estate under option or contract
 
3,604

 
(7,986
)
Increase in receivables, prepaids and other assets
 
(10,346
)
 
(15,121
)
Increase in accounts payable and accrued liabilities
 
4,996

 
2,247

Increase in home sale deposits
 
9,349

 
5,537

Net cash used in operating activities
 
(76,948
)
 
(170,614
)
Cash flows from investing activities:
 
 
 
 
Investments in unconsolidated entities
 
(282
)
 
(233
)
Purchases of property and equipment
 
(7,829
)
 
(11,864
)
Proceeds from sales of property and equipment
 
62

 
146

Maturities of investments and securities
 
—

 
65,388

Payments to purchase investments and securities
 
—

 
(35,614
)
Net cash (used in)/provided by investing activities
 
(8,049
)
 
17,823

Cash flows from financing activities:
 
 
 
 
Proceeds from Credit Facility, net
 
—

 
—

Repayment of loans payable and other borrowings
 
(3,211
)
 
(4,036
)
Proceeds from issuance of senior notes
 
200,000

 
—

Debt issuance costs
 
(2,955
)
 
—

Excess income tax benefit from stock-based awards
 
2,012

 
2,194

Proceeds from issuance of common stock, net
 
—

 
110,420

Proceeds from stock option exercises
 
2,839

 
707

Net cash provided by financing activities
 
198,685

 
109,285

Net increase/(decrease) in cash and cash equivalents
 
113,688

 
(43,506
)
Cash and cash equivalents, beginning of period
 
103,333

 
274,136

Cash and cash equivalents, end of period
 
$
217,021

 
$
230,630

See Supplemental Disclosure of Cash Flow Information in Note 13.
See accompanying notes to unaudited consolidated financial statements


5



MERITAGE HOMES CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION
Organization. Meritage Homes is a leading designer and builder of single-family detached homes. We primarily build in historically high-growth regions of the United States and offer a variety of homes that are designed to appeal to a wide range of homebuyers, including first-time, move-up, active adult and luxury. We have homebuilding operations in three regions: West, Central and East, which are comprised of nine states: Arizona, California, Colorado, Texas, Florida, Georgia, North Carolina, South Carolina and Tennessee. In August 2014, we entered the Atlanta, Georgia and Greenville, South Carolina markets through the acquisition of the homebuilding assets and operations of Legendary Communities ("Legendary Communities"). We also operate a wholly-owned title company, Carefree Title Agency, Inc. ("Carefree Title"). Carefree Title's core business includes title insurance and closing/settlement services we offer to our homebuyers. Through our predecessors, we commenced our homebuilding operations in 1985. Meritage Homes Corporation was incorporated in 1988 in the state of Maryland.
Our homebuilding and marketing activities are conducted under the name of Meritage Homes in each of our homebuilding markets, other than Tennessee, where we currently operate under the name of Phillips Builders, and in the Atlanta and Greenville markets where we currently operate under the Legendary Communities brand. We also offer luxury homes in some markets under the brand name of Monterey Homes. At June 30, 2015, we were actively selling homes in 240 communities, with base prices ranging from approximately $122,000 to $1,315,000.
Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014. The consolidated financial statements include the accounts of Meritage Homes Corporation and those of our consolidated subsidiaries, partnerships and other entities in which we have a controlling financial interest, and of variable interest entities (see Note 3) in which we are deemed the primary beneficiary (collectively, “us”, “we”, “our” and “the Company”). Intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring entries), necessary for the fair presentation of our results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year. Certain reclassifications have been made to prior year results to conform to current year presentation.
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 $57.5 million and $59.2 million are included in cash and cash equivalents at June 30, 2015 and December 31, 2014, respectively.

Real Estate. Real estate is stated at cost unless the asset is determined to be impaired, at which point the inventory is written down to fair value as required by Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment (“ASC 360-10”). Inventory includes the costs of land acquisition, land development, home construction, capitalized interest, real estate taxes, capitalized direct overhead costs incurred during development and home construction that benefit the entire community, less impairments, if any. Land and development costs are typically allocated and transferred to homes under construction when construction begins. Home construction costs are accumulated on a per-home basis, while selling costs are expensed as incurred. Cost of home closings includes the specific construction costs of the home and all related allocated land acquisition, land development and other common costs (both incurred and estimated to be incurred) that are allocated based upon the total number of homes expected to be closed in each community or phase. Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in the community or phase. When a home closes, we may have incurred costs for goods and services that have not yet been paid. An accrued liability to capture such obligations is recorded in connection with the home closing and charged directly to cost of sales.

We rely on certain estimates to determine our construction and land development costs. Construction and land costs are comprised of direct and allocated costs, including estimated future costs. In determining these costs, we compile project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. It is possible that actual results could differ from budgeted amounts for various reasons, including construction delays, labor or material shortages, increases in costs that have not yet been committed, changes in governmental requirements, or other

6


unanticipated issues encountered during construction and development and other factors beyond our control. To address uncertainty in these budgets, we assess, update and revise project budgets on a regular basis, utilizing the most current information available to estimate construction and land costs.

Typically, a community's life cycle ranges from three to five years, commencing with the acquisition of the land, continuing through the land development phase, if applicable, and concluding with the sale, construction and closing of the homes. Actual community lives will vary based on the size of the community, the sales absorption rate and whether the land purchased was raw, partially-developed or in finished status. Master-planned communities encompassing several phases and super-block land parcels may have significantly longer lives and projects involving smaller finished lot purchases may be shorter.

All of our land inventory and related real estate assets are reviewed for recoverability, as our inventory is considered “long-lived” in accordance with GAAP. Impairment charges are recorded to write down an asset to its estimated fair value if the undiscounted cash flows expected to be generated by the asset are lower than its carrying amount. Our determination of fair value is based on projections and estimates. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. Our analysis is conducted if indication of a decline in value of our land and real estate assets exist. For those assets deemed to be impaired, the impairment recognized is measured as the amount by which the assets' carrying amount exceeds their fair value. The impairment of a community is allocated to each lot on a straight-line basis.

Deposits. Deposits paid related to land options and purchase contracts are recorded and classified as Deposits on real estate under option or contract until the related land is purchased. Deposits are reclassified as a component of real estate inventory at the time the deposit is used to offset the acquisition price of the lots based on the terms of the underlying agreements. To the extent they are non-refundable, deposits are charged to expense if the land acquisition is terminated or no longer considered probable. Since our acquisition contracts typically do not require specific performance, we do not consider such contracts to be contractual obligations to purchase the land and our total exposure under such contracts is limited to the loss of the non-refundable deposits and any ancillary capitalized costs. Our deposits were $92.1 million and $95.0 million as of June 30, 2015 and December 31, 2014, respectively.

Goodwill. In accordance with ASC 350, Intangibles, Goodwill and Other ("ASC 350"), we analyze goodwill on at least an annual basis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. ASC 350 states that an entity may assess qualitative factors first to determine whether it is necessary to perform a two-step goodwill impairment test. Such qualitative factors include: (1) macroeconomic conditions, such as a deterioration in general economic conditions, (2) industry and market considerations such as deterioration in the environment in which the entity operates, (3) cost factors such as increases in raw materials and labor costs, and (4) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings. If the qualitative analysis determines that additional impairment testing is required, the two-step impairment testing in accordance with ASC 350 would be initiated. We continually evaluate our qualitative inputs to assess whether events and circumstances have occurred that indicate the goodwill balance may not be recoverable. See Note 9 for additional information related to goodwill.

Off-Balance Sheet Arrangements - Joint Ventures. In the past, we have participated in land development joint ventures as a means of accessing larger parcels of land and lot positions, expanding our market opportunities, managing our risk profile and leveraging our capital base; however, in recent years, such ventures have not been a significant avenue for us to access lots. See Note 4 for additional discussion of our investments in unconsolidated entities.
Off-Balance Sheet Arrangements - Other. In the normal course of business, we may acquire lots from various development entities pursuant to option and purchase agreements. The purchase price generally approximates the market price at the date the contract is executed (with possible future escalators). See Note 3 for additional information on off-balance sheet arrangements.
Surety Bonds and Letters of Credit. We provide letters of credit in support of our obligations relating to the development of our projects and other corporate purposes. For some projects, surety bonds may be posted in lieu of letters of credit or cash deposits. The amount of these obligations outstanding at any time varies depending on the stage and level of our development activities. Bonds are generally not released until all development activities under the bond are complete. In the event a bond or letter of credit is drawn upon, we would be obligated to reimburse the issuer for any amounts advanced under the bond. 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):

7


 
 
At June 30, 2015
 
At December 31, 2014
 
 
Outstanding
 
Estimated work
remaining to
complete
 
Outstanding
 
Estimated work
remaining to
complete
Sureties:
 
 
 
 
 
 
 
 
Sureties related to joint ventures
 
$
87

 
$
87

 
$
87

 
$
87

Sureties related to owned projects and lots under contract
 
241,805

 
93,313

 
230,079

 
93,667

Total Sureties
 
$
241,892

 
$
93,400

 
$
230,166

 
$
93,754

Letters of Credit (“LOCs”):
 
 
 
 
 
 
 
 
LOCs in lieu of deposits for contracted lots
 
$
—

 
N/A

 
$
1,200

 
N/A

LOCs for land development
 
13,091

 
N/A

 
13,789

 
N/A

LOCs for general corporate operations
 
4,500

 
N/A

 
4,500

 
N/A

Total LOCs
 
$
17,591

 
N/A

 
$
19,489

 
N/A

Accrued Liabilities. Accrued liabilities at June 30, 2015 and December 31, 2014 consisted of the following (in thousands):
 
 
June 30, 2015
 
December 31, 2014
Accruals related to real estate development and construction activities
 
$
40,187

 
$
34,975

Payroll and other benefits
 
29,592

 
44,107

Accrued taxes
 
4,637

 
11,096

Warranty reserves
 
21,993

 
22,080

Legal reserves
 
15,484

 
16,499

Other accruals
 
25,709

 
25,387

Total
 
$
137,602

 
$
154,144

Warranty Reserves. We provide home purchasers with limited warranties against certain building defects and have certain obligations related to those post-construction warranties for closed homes. The specific terms and conditions of these limited warranties vary by state, but overall the nature of the warranties include a complete workmanship and materials warranty typically during the first one to two years after the close of the home and a structural warranty that typically extends up to 10 years subsequent to the close of the home. With the assistance of an actuary, we have estimated these reserves for the structural warranty based on the number of homes still under warranty and historical data and trends for our communities. We also use industry data with respect to similar product types and geographic areas in markets where our experience is incomplete to draw a meaningful conclusion. We regularly review our warranty reserves and adjust them, as necessary, to reflect changes in trends as information becomes available. Based on such reviews, we increased our warranty reserve balance by $750,000 and $500,000 in the three and six months ended June 30, 2015 and 2014, respectively, which increased our cost of sales. A summary of changes in our warranty reserves follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Balance, beginning of period
$
21,839

 
$
21,482

 
$
22,080

 
$
21,971

Additions to reserve from new home deliveries
2,996

 
2,759

 
5,624

 
5,035

Warranty claims
(3,592
)
 
(3,859
)
 
(6,461
)
 
(6,624
)
Adjustments to pre-existing reserves
750

 
500

 
750

 
500

Balance, end of period
$
21,993

 
$
20,882

 
$
21,993

 
$
20,882

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. We believe that our total reserves, coupled with our contractual relationships and rights with our trades and the general liability insurance we maintain, are sufficient to cover our general warranty obligations. However, as unanticipated changes in legal, weather, environmental or other conditions could have an impact on our actual warranty costs, future costs could differ significantly from our estimates.


8


Recent Accounting Pronouncements. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability, other than those related to a revolving debt arrangement, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for us for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-03 is to be applied on a retrospective basis and represents a change in accounting principle. The adoption of ASU 2015-03 will result in a retrospective reclassification of our debt costs as described above, but we do not expect the resulting changes to be material.
In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for us beginning January 1, 2016. Early adoption is permitted. We do not anticipate the adoption of ASU 2015-02 will have a material effect on our consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items ("ASU 2015-01"). ASU 2015-01 eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual and infrequently occurring. ASU 2015-01 is effective for us on January 1, 2016. A reporting entity may apply ASU 2015-01 prospectively or retrospectively to all periods presented in the financial statements. We do not anticipate the adoption of ASU 2015-01 will have a material effect on our consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. We will be required to perform the going concern assessment under ASU 2014-15 beginning with the year ending December 31, 2016. We do not anticipate the adoption of ASU 2014-15 will have a material effect on our consolidated financial statements or disclosures.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for us on January 1, 2016. Early adoption is permitted. We do not anticipate the adoption of ASU 2014-12 will have a material effect on our consolidated financial statements or disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). ASU 2014-09 requires entities to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue recognition requirements in ASU 605, Revenue Recognition, most industry-specific guidance throughout the industry topics of the ASC, and some cost guidance related to construction-type and production-type contracts. ASU 2014-09 is effective for us on January 1, 2018. Early adoption is not permitted. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.


9


NOTE 2 — REAL ESTATE AND CAPITALIZED INTEREST
Real estate consists of the following (in thousands):
 
 
June 30, 2015
 
December 31, 2014
Homes under contract under construction (1)
 
$
506,004

 
$
328,931

Unsold homes, completed and under construction (1)
 
251,067

 
302,288

Model homes (1)
 
120,981

 
109,614

Finished home sites and home sites under development (2)
 
1,149,012

 
1,136,849

 
 
$
2,027,064

 
$
1,877,682


(1)
Includes the allocated land and land development costs associated with each lot for these homes.
(2)
Includes raw land, land held for development and land held for sale. Land held for development primarily reflects    land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we may have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.

Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred in connection with the development and construction of real estate. Capitalized interest is allocated to active real estate when incurred and charged to cost of closings when the related property is delivered. A summary of our capitalized interest is as follows (in thousands):
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Capitalized interest, beginning of period
$
56,843

 
$
38,701

 
$
54,060

 
$
32,992

Interest incurred
16,526

 
14,382

 
31,808

 
28,638

Interest expensed
(4,621
)
 
(1,396
)
 
(7,775
)
 
(4,109
)
Interest amortized to cost of home and land closings
(9,878
)
 
(7,332
)
 
(19,223
)
 
(13,166
)
Capitalized interest, end of period (1)
$
58,870

 
$
44,355

 
$
58,870

 
$
44,355

 
(1)
Approximately $490,000 of the capitalized interest is related to our joint venture investments and is a component of Investments in unconsolidated entities in our consolidated balance sheet as of June 30, 2015 and December 31, 2014.
NOTE 3 — VARIABLE INTEREST ENTITIES AND CONSOLIDATED REAL ESTATE NOT OWNED
In the normal course of business, we enter into purchase and option agreements for land or lots. These purchase and option agreements enable us to acquire properties at one or multiple future dates at pre-determined prices. We believe these acquisition structures reduce our financial risk associated with land acquisitions and holdings and allow us to better leverage our balance sheet.
Based on the provisions of the relevant accounting guidance, we have concluded that when we enter into a purchase or option agreement to acquire land or lots from an entity, a variable interest entity, or “VIE”, may be created. We evaluate all option and purchase agreements for land to determine whether they are a VIE. ASC 810, Consolidation, requires that for each VIE, we assess whether we are the primary beneficiary and, if we are, we consolidate the VIE in our financial statements and reflect such assets and liabilities as Real estate not owned. The liabilities related to consolidated VIEs are generally excluded from our debt covenant calculations.
In order to determine if we are the primary beneficiary, we must first assess whether we have the ability to control the activities of the VIE that most significantly impact its economic performance. Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with Meritage; and the ability to change or amend the existing option contract with the VIE. If we are not determined to control such activities, we are not considered the primary beneficiary of the VIE. If we do have the ability to control such activities, we will continue our analysis by determining if we are also expected to absorb a potentially significant amount of the VIE’s losses or, if no party absorbs the majority of such losses, if we will benefit from a potentially significant amount of the VIE’s expected gains.

10


In substantially all cases, creditors of the entities with which we have option agreements have no recourse against us and the maximum exposure to loss in our option agreements is limited to non-refundable option deposits and any capitalized pre-acquisition costs. Often, we are at risk for items over budget related to land development on property we have under option if we are the land developer. In these cases, we have contracted to complete development at a fixed cost deemed to be in line with current marking pricing on behalf of the land owner and any budget savings or shortfalls are borne by us. Some of our option deposits may be refundable to us if certain contractual conditions are not performed by the party selling the lots.
The table below presents a summary of our lots under option at June 30, 2015 (dollars in thousands): 
 
 
Projected Number
of Lots
 
Purchase
Price
 
Option/
Earnest  Money
Deposits–Cash
 
 
Purchase and option contracts recorded on balance sheet as Real estate not owned
 
—

 
$
—

 
$
—

 
 
Option contracts not recorded on balance sheet — non-refundable deposits, committed (1)
 
6,706

 
537,038

 
73,925

 
 
Purchase contracts not recorded on balance sheet — non-refundable deposits, committed (1)
 
2,516

 
125,952

 
13,321

 
 
Purchase contracts not recorded on balance sheet —refundable deposits, committed
 
907

 
31,835

 
748

 
 
Total committed (on and off balance sheet)
 
10,129

 
694,825

 
87,994

 
 
Total purchase and option contracts not recorded on balance sheet — refundable deposits, uncommitted (2)
 
5,576

 
281,864

 
4,091

 
 
Total lots under contract or option
 
15,705

 
$
976,689

 
$
92,085

 
 
Total purchase and option contracts not recorded on balance sheet (3)
 
15,705

 
$
976,689

 
$
92,085

 
(4)
 
(1)
Deposits are non-refundable except if certain contractual conditions are not performed by the selling party.
(2)
Deposits are refundable at our sole discretion. We have not completed our acquisition evaluation process and we have not internally committed to purchase these lots.
(3)
Except for our specific performance contracts recorded on our balance sheet as Real estate not owned, if any, none of our option agreements require us to purchase lots.
(4)
Amount is reflected in our consolidated balance sheet in the line item Deposits on real estate under option or contract as of June 30, 2015.
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, or in situations where we may encounter development or construction delays, we may purchase lots at an absorption level that exceeds our sales and home starts pace.
NOTE 4 - INVESTMENTS IN UNCONSOLIDATED ENTITIES
In the past, we have entered into land development joint ventures as a means of accessing larger parcels of land, expanding our market opportunities, managing our risk profile and leveraging our capital base. While purchasing land through a joint venture can be beneficial, currently we do not view joint ventures as critical to the success of our homebuilding operations and have not entered into any new land joint ventures since 2008. Based on the structure of these joint ventures, they may or may not be consolidated into our results. Our joint venture partners are generally other homebuilders, land sellers or other real estate investors. We generally do not have a controlling interest in these ventures, which means our joint venture partners could cause the venture to take actions we disagree with, or fail to take actions we believe should be undertaken, including the sale of the underlying property to repay debt or recoup all or part of the partners' investments. As of June 30, 2015, we had two active equity-method land ventures.
We have outstanding litigation reserves related to a minority ownership in one of our inactive joint ventures, the South Edge joint venture. There is pending litigation with the venture's lender group regarding our $13.2 million guarantee related to that venture and, separate pending arbitration proceedings regarding a dispute we have with certain members of the joint venture. See Note 15 regarding the outstanding litigation related to this joint venture and the corresponding reserves and charges we have recorded relating thereto.

11


As of June 30, 2015, we also participated in one mortgage joint venture, which is engaged in mortgage activities and provides services to both our homebuyers as well as other buyers. Our investment in this mortgage joint venture as of June 30, 2015 and December 31, 2014 was $1.5 million and $2.0 million, respectively.
Summarized condensed financial information related to unconsolidated joint ventures that are accounted for using the equity method was as follows (in thousands):
 
At June 30, 2015
 
At December 31, 2014
Assets:
 
 
 
Cash
$
5,743

 
$
6,471

Real estate
33,902

 
34,435

Other assets
3,947

 
2,990

Total assets
$
43,592

 
$
43,896

Liabilities and equity:
 
 
 
Accounts payable and other liabilities
$
5,609

 
$
5,994

Notes and mortgages payable
13,345

 
13,346

Equity of:
 
 
 
Meritage (1)
7,980

 
7,735

Other
16,658

 
16,821

Total liabilities and equity
$
43,592

 
$
43,896

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
8,413

 
$
6,614

 
$
15,154

 
$
11,923

Costs and expenses
(4,213
)
 
(3,112
)
 
(7,408
)
 
(5,865
)
Net earnings of unconsolidated entities
$
4,200

 
$
3,502

 
$
7,746

 
$
6,058

Meritage’s share of pre-tax earnings (1) (2)
$
2,588

 
$
2,236

 
$
5,009

 
$
4,268


(1)
Balance represents Meritage’s interest, as reflected in the financial records of the respective joint ventures. This balance may differ from the balance reflected in our consolidated financial statements due to the following reconciling items: (i) timing differences for revenue and distributions recognition, (ii) step-up basis and corresponding amortization, (iii) capitalization of interest on qualified assets, (iv) income deferrals as discussed in Note (2) below and (v) the cessation of allocation of losses from joint ventures in which we have previously written down our investment balance to zero and where we have no commitment to fund additional losses.
(2)
Our share of pre-tax earnings is recorded in Earnings from financial services unconsolidated entities and other, net and Loss from other unconsolidated entities, net on our consolidated income statements and excludes joint venture profit related to lots we purchased from the joint ventures. Such profit is deferred until homes are delivered by us and title passes to a homebuyer.

The joint venture assets and liabilities noted in the table above primarily represent the active land ventures, one mortgage venture and various inactive ventures. Our total investment in all of these joint ventures is $10.3 million and $10.8 million as of June 30, 2015 and December 31, 2014, respectively. As of June 30, 2015, we believe these ventures are in compliance with their respective debt agreements, if applicable, and such debt is non recourse to us.


12


NOTE 5 — LOANS PAYABLE AND OTHER BORROWINGS
Loans payable and other borrowings consist of the following (in thousands):
 
 
At June 30, 2015
 
At December 31, 2014
Other borrowings, real estate note payable (1)
 
$
34,654

 
$
30,722

$500 million unsecured revolving credit facility, maturing July 2019, with interest approximating LIBOR (approximately 0.19% at June 30, 2015) plus 1.75% or Prime (3.25% at June 30, 2015) plus 0.75%
 
—

 
—

Total
 
$
34,654

 
$
30,722

(1)
Reflects balance of non-recourse notes payable in connection with land purchases, with interest rates ranging from 0% to 6%.
In July 2012, we entered into an unsecured revolving $125.0 million credit facility ("Credit Facility"). In 2014, we amended and restated the Credit Facility, increasing the capacity as of December 31, 2014 to $400.0 million, increasing the amount available for letters of credit to $200.0 million and extending the maturity date to June 2018. In the first quarter of 2015, we further increased the capacity to $500.0 million. In July 2015, the maturity date of the credit facility was extended to July 9, 2019 and the accordion feature was amended to permit the size of the facility to be increased by $100.0 million up to a maximum of $600.0 million. In addition to the extended maturity date, various terms including interest rates and commitment fees were reduced. 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 $670.3 million (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. During the second quarter of 2015, our maximum borrowings under the Credit Facility were $110.0 million, all of which was repaid as of June 30, 2015. As of June 30, 2015 we had outstanding letters of credit issued under the Credit Facility totaling $17.6 million, leaving $482.4 million available under the Credit Facility to be drawn.
NOTE 6 — SENIOR AND CONVERTIBLE SENIOR NOTES
Senior and convertible senior notes consist of the following (in thousands):
 
 
At June 30, 2015
 
At December 31, 2014
4.50% senior notes due 2018
 
$
175,000

 
$
175,000

7.15% senior notes due 2020. At June 30, 2015 and December 31, 2014 there was approximately $2,702 and $2,986 in net unamortized premium, respectively
 
302,702

 
302,986

7.00% senior notes due 2022
 
300,000

 
300,000

6.00% senior notes due 2025
 
200,000

 
—

1.875% convertible senior notes due 2032 (1)
 
126,500

 
126,500

Total
 
$
1,104,202

 
$
904,486

(1)
The Convertible Notes may be redeemed by the note-holders on the fifth, tenth and fifteenth anniversary dates of the issuance date of the Convertible Notes.

On June 2, 2015, we completed an offering of $200.0 million aggregate principal amount of Senior Notes due 2025 ("2025 Notes"). The 2025 Notes bear interest at 6.00% per annum, payable on June 1 and December 1 of each year, commencing on December 1, 2015.
The indentures for all of our senior notes contain covenants including, among others, limitations on the amount of secured debt we may incur, and limitations on sale and leaseback transactions and mergers. Our convertible senior notes do not have any financial covenants.
The convertible senior notes are convertible into shares of our common stock at an initial conversion rate of 17.1985 shares of our common stock per $1,000 principal amount of convertible senior notes. This corresponds to an initial conversion price of $58.14 per share and represents a 47.5% conversion premium based on the closing price of our common stock on September 12, 2012.

13


Obligations to pay principal and interest on the senior and convertible 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 nonguarantor subsidiaries are, individually and in the aggregate, minor.
NOTE 7 — FAIR VALUE DISCLOSURES
We account for non-recurring fair value measurements of our non-financial assets and liabilities in accordance with ASC 820-10 Fair Value Measurement. This guidance defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the company while unobservable inputs are generally developed internally, utilizing management’s estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows:
 
•
Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.
•
Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
•
Level 3 — Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on the company’s own estimates about the assumptions that market participants would use to value the asset or liability.
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. Except as discussed in Note 1, we do not value any other non-financial assets at fair value.
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):
 
 
June 30, 2015
 
December 31, 2014
 
 
Aggregate
Principal
 
Estimated  Fair
Value
 
Aggregate
Principal
 
Estimated  Fair
Value
4.50% senior notes
 
$
175,000

 
$
178,500

 
$
175,000

 
$
175,000

7.15% senior notes
 
$
300,000

 
$
323,250

 
$
300,000

 
$
322,500

7.00% senior notes
 
$
300,000

 
$
320,250

 
$
300,000

 
$
318,000

6.00% senior notes
 
$
200,000

 
$
201,000

 
N/A

 
N/A

1.875% convertible senior notes
 
$
126,500

 
$
133,299

 
$
126,500

 
$
124,444

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.


14


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,
 
 
2015
 
2014
 
2015
 
2014
Basic weighted average number of shares outstanding
 
39,648

 
39,118

 
39,520

 
38,904

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Convertible debt (1)
 
2,176

 
2,176

 
2,176

 
2,176

Stock options and unvested restricted stock
 
321

 
304

 
383

 
407

Diluted average shares outstanding
 
42,145

 
41,598

 
42,079

 
41,487

Net earnings as reported
 
$
29,133

 
$
35,079

 
$
45,533

 
$
60,456

Interest attributable to convertible senior notes, net of income taxes
 
386

 
378

 
771

 
757

Net earnings for diluted earnings per share
 
$
29,519

 
$
35,457

 
$
46,304

 
$
61,213

Basic earnings per share
 
$
0.73

 
$
0.90

 
$
1.15

 
$
1.55

Diluted earnings per share (1)
 
$
0.70

 
$
0.85

 
$
1.10

 
$
1.48

Antidilutive stock options not included in the calculation of diluted earnings per share
 
14

 
254

 
7

 
20

 
(1)
In accordance with ASC 260-10, Earnings Per Share, ("ASC 260-10") we calculate the dilutive effect of convertible securities using the "if-converted" method.

NOTE 9 — ACQUISITIONS AND GOODWILL
Legendary Communities. In August 2014, we entered the Atlanta, Georgia and Greenville, South Carolina markets as well as increased our existing Charlotte, North Carolina presence through the acquisition of the homebuilding assets and operations of Legendary Communities. The purchase price was approximately $130.7 million in cash. The results of operations of Legendary Communities have been included in our financial statements since August 1, 2014, the effective date of the acquisition. As a result of the transaction, we recorded approximately $22.7 million of goodwill (all of which is tax deductible) which relates to expected synergies from establishing a market presence in Georgia and South Carolina, the experience and knowledge of the acquired workforce and the capital efficient operating structure of the business acquired. The remaining basis of the $108.0 million is almost entirely comprised of the fair value of the acquired inventory with limited other assets and liabilities.
Goodwill. Goodwill represents the excess of the purchase price of our acquisitions over the fair value of the net assets acquired. Our acquisitions are recorded in accordance with ASC 805, Business Combinations ("ASC 805") and ASC 820, using the acquisition method of accounting. The purchase price for acquisitions is allocated based on estimated fair value of the assets and liabilities at the date of the acquisition. The combined excess purchase price of our acquisitions over the fair value of the net assets is included in our consolidated balance sheet in Prepaids, other assets and goodwill.
A summary of the carrying amount of goodwill follows (in thousands):    
 
West
 
Central
 
East
 
Financial Services
 
Corporate
 
Total
Balance at December 31, 2014
—

 
—

 
32,962

 
—

 
—

 
32,962

Additions
—

 
—

 
—

 
—

 
—

 
—

Impairments
—

 
—

 
—

 
—

 
—

 
—

Balance at June 30, 2015
$
—

 
$
—

 
$
32,962

 
$
—

 
$
—

 
$
32,962




15


NOTE 10 — STOCKHOLDERS’ EQUITY
 
A summary of changes in shareholders’ equity is presented below (dollars in thousands): 

 
 
Six Months Ended June 30, 2015
 
 
(In thousands)
 
 
Number of
Shares
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Total
Balance at December 31, 2014
 
39,147

 
$
391

 
$
538,788

 
$
570,310

 
$
1,109,489

Net earnings
 
—

 
—

 
—

 
45,533

 
45,533

Exercise/vesting of equity awards
 
514

 
6

 
2,833

 
—

 
2,839

Excess income tax benefit from stock-based awards
 
—

 
—

 
2,012

 
—

 
2,012

Equity award compensation expense
 
—

 
—

 
8,465

 
—

 
8,465

Balance at June 30, 2015
 
39,661

 
$
397

 
$
552,098

 
$
615,843

 
$
1,168,338



 
 
Six Months Ended June 30, 2014
 
 
(In thousands)
 
 
Number of
Shares
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Total
Balance at December 31, 2013
 
36,244

 
$
362

 
$
412,961

 
$
428,069

 
$
841,392

Net earnings
 
—

 
—

 
—

 
60,456

 
60,456

Exercise/vesting of equity awards
 
348

 
4

 
703

 
—

 
707

Excess income tax benefit from stock-based awards
 
—

 
—

 
2,194

 
—

 
2,194

Equity award compensation expense
 
—

 
—

 
5,264

 
—

 
5,264

Issuance of stock (1)
 
2,530

 
25

 
110,395

 
—

 
110,420

Other
 
—

 
$
—

 
$
(114
)
 
$
—

 
$
(114
)
Balance at June 30, 2014
 
39,122

 
$
391

 
$
531,403

 
$
488,525

 
$
1,020,319


(1)
In January 2014, we issued 2,530,000 shares of common stock in a secondary public offering, par value $0.01 per share, at a price of $45.75 per share.

16


NOTE 11 — STOCK BASED AND DEFERRED COMPENSATION
We have a stock compensation plan, the Amended and Restated 2006 Stock Incentive Plan (the “Plan”), that was adopted in 2006 and was amended and restated effective May 2014. The Plan was approved by our stockholders and is administered by our Board of Directors. The provisions of the Plan allow for the grant of stock appreciation rights, restricted stock awards, restricted stock units, performance share awards and performance-based awards in addition to non-qualified and incentive stock options. The Plan authorizes awards to officers, key employees, non-employee directors and consultants for up to 10,050,000 shares of common stock, of which 1,076,123 shares remain available for grant at June 30, 2015. 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, with a three-year cliff vesting for non-vested stock and performance-based awards granted to certain senior executive officers and non-employee directors.
    
Compensation cost related to time-based restricted stock awards is measured as of the closing price on the date of grant and is expensed 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 and recorded on a straight-line basis through the end of the award’s vesting period. Beginning with grants in 2014, a portion of the performance-based restricted stock awards granted contain market conditions as defined by ASC 718. The guidance in ASC 718 requires that compensation expense for stock awards with market conditions be expensed based on a derived grant date fair value and expensed over the service period. We engaged a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is being expensed straight line over the service period of the awards. Below is a summary of compensation expense and stock award activity (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Stock-based compensation expense
3,835

 
$
2,853

 
$
8,465

 
$
5,264

Non-vested shares granted
15,000

 
19,400

 
403,787

 
374,683

Performance-based non-vested shares granted
—

 
—

 
66,187

 
52,083

Stock options exercised
200

 
—

 
143,640

 
40,245

Restricted stock awards vested (includes performance-based awards)
44,134

 
7,220

 
370,204

 
307,390

The following table includes additional information regarding our Plan (dollars in thousands):
 
 
As of
 
 
June 30, 2015
 
December 31, 2014
Unrecognized stock-based compensation cost
 
$
25,868

 
$
20,577

Weighted average years expense recognition period
 
2.68

 
2.11

Total equity awards outstanding (1)
 
1,137,554

 
1,255,714


(1)
Includes options outstanding and unvested restricted stock and performance-based awards and restricted stock units.

In 2013, we began to offer a non-qualified deferred compensation plan ("deferred compensation plan") to highly compensated employees in order to allow them additional pre-tax income deferral opportunities above and beyond the limits that qualified plans, such as 401k 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, 2015 or 2014.

17


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,
 
2015
 
2014
 
2015
 
2014
Federal
$
11,767

 
$
17,976

 
$
19,427

 
$
30,858

State
514

 
2,181

 
1,751

 
3,680

Total
$
12,281

 
$
20,157

 
$
21,178

 
$
34,538


The effective tax rate for the three and six months ended June 30, 2015 was 29.7% and 31.7%, respectively, and for the three and six months ended June 30, 2014 was 36.5% and 36.4%, respectively. Our tax rate has been favorably impacted in both periods by the homebuilding manufacturing deduction and in 2015 there was a favorable impact from additional estimated federal energy tax credits related to prior tax years. The 2014 impact from such credits was fully recognized in the fourth quarter of 2014. In the second quarter of 2015, there was also a favorable impact from a state tax rate reduction in Texas due to a change in law.

At June 30, 2015 and December 31, 2014, we have no unrecognized tax benefits due to the lapse of the statute of limitations and completion of audits for prior years. 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.
In accordance with ASC 740-10, Income Taxes ("ASC 740"), we determine our deferred tax assets and liabilities by taxing jurisdiction. We evaluate our deferred tax assets, including the benefit from 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 carryforward periods, experiences with operating losses and experiences of utilizing tax credit carryforwards and tax planning alternatives. We have no valuation allowance on our deferred tax assets and NOL carryovers at June 30, 2015.
At June 30, 2015, we had no remaining federal NOL carryforward or federal tax credits. At June 30, 2015, we had tax benefits for state NOL carryforwards of $4.6 million, unchanged from December 31, 2014, that begin to expire in 2015 depending on the state jurisdiction.
At June 30, 2015, we have income taxes payable of $0.4 million, which primarily consists of current federal and state tax accruals, net of estimated tax payments and tax credits. This amount is recorded in Accrued liabilities in the accompanying unaudited balance sheet at June 30, 2015.
We conduct business and are subject to tax in the U.S. and several states. With few exceptions, we are no longer subject to U.S. federal, state, or local income tax examinations by taxing authorities for years prior to 2010. We have one state income tax examination pending resolution at this time.
The tax benefits from NOLs, built-in losses, and tax credits would be materially reduced or potentially eliminated if we experience an “ownership change” as defined under Internal Revenue Code §382. Based on our analysis performed as of June 30, 2015 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.

18


NOTE 13 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION    
The following table presents certain supplemental cash flow information (in thousands):
 
 
 
Six Months Ended June 30,
 
 
2015
 
2014
 
Cash paid during the period for:
 
 
 
 
 
Interest, net of interest capitalized
 
$
4,061

 
$
2,413

 
Income taxes
 
$
27,227

 
$
41,519

 
Non-cash operating activities:
 
 
 
 
 
Real estate not owned (decrease)/increase
 
$
(4,999
)
 
$
4,710

 
Real estate acquired through notes payable
 
$
7,143

 
$
1,043

 
    
NOTE 14 — OPERATING AND REPORTING SEGMENTS    
We operate with two principal business segments: homebuilding and financial services. As defined in ASC 280-10, Segment Reporting, we have nine homebuilding operating segments. The homebuilding segments are engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes and providing warranty and customer services. We aggregate our homebuilding operating segments into a reporting segment based on similar long-term economic characteristics and geographical proximity. Our current reportable homebuilding segments are as follows:
 
West:
Arizona, California and Colorado
 
 
Central:
Texas
 
 
East:
Florida, Georgia, North Carolina, South Carolina and Tennessee
 

Management’s evaluation of segment performance is based on segment operating income, which we define as homebuilding and land revenues less cost of home construction, 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,
 
2015
 
2014
 
2015
 
2014
Homebuilding revenue (1):
 
 
 
 
 
 
 
West
$
219,774

 
$
231,965

 
$
426,652

 
$
424,646

Central
179,475

 
160,143

 
333,501

 
279,858

East
198,552

 
113,496

 
356,360

 
209,445

Consolidated total
$
597,801

 
$
505,604

 
$
1,116,513

 
$
913,949

Homebuilding segment operating income:
 
 
 
 
 
 
 
West
$
15,256

 
$
27,384

 
$
29,453

 
$
52,194

Central
21,053

 
18,720

 
35,158

 
28,189

East
15,959

 
10,580

 
21,578

 
21,244

Total homebuilding segment operating income
52,268

 
56,684

 
86,189

 
101,627

Financial services segment profit
4,136

 
3,617

 
7,916

 
6,642

Corporate and unallocated costs (2)
(10,336
)
 
(7,357
)
 
(19,878
)
 
(13,333
)
Loss from unconsolidated entities, net
(169
)
 
(61
)
 
(292
)
 
(230
)
Interest expense
(4,621
)
 
(1,396
)
 
(7,775
)
 
(4,109
)
Other income, net
136

 
3,749

 
551

 
4,397

Net earnings before income taxes
$
41,414

 
$
55,236

 
$
66,711

 
$
94,994

 

19



(1)
Homebuilding revenue includes the following land closing revenue, by segment as outlined in the table below.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Land closing revenue:
 
 
 
 
 
 
 
West
$
—

 
$
—

 
$
—

 
$
1,050

Central
5,078

 
581

 
6,517

 
2,097

East
1,696

 
2,223

 
1,696

 
2,223

Total
$
6,774

 
$
2,804

 
$
8,213

 
$
5,370

(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 reporting segments.
 
 
At June 30, 2015
 
 
West
 
Central
 
East
 
Financial Services
 
Corporate and
Unallocated
 
Total
Deposits on real estate under option or contract
 
$
31,983

 
$
33,510

 
$
26,592

 
$
—

 
$
—

 
$
92,085

Real estate
 
1,008,212

 
480,194

 
538,658

 
—

 
—

 
2,027,064

Investments in unconsolidated entities
 
204

 
8,552

 
—

 
—

 
1,547

 
10,303

Other assets
 
45,621

 
75,576

(1)
83,185

(2)
1,033

 
251,802

(3)
457,217

Total assets
 
$
1,086,020

 
$
597,832

 
$
648,435

 
$
1,033

 
$
253,349

 
$
2,586,669

 
 
 
At December 31, 2014
 
 
West
 
Central
 
East
 
Financial Services
 
Corporate and
Unallocated
 
Total
Deposits on real estate under option or contract
 
$
34,622

 
$
31,317

 
$
29,050

 
$
—

 
$
—

 
$
94,989

Real estate
 
943,600

 
446,208

 
487,874

 
—

 
—

 
1,877,682

Investments in unconsolidated entities
 
204

 
8,561

 
—

 
—

 
2,015

 
10,780

Other assets
 
48,120

 
80,689

(1)
70,036

(2)
958

 
132,884

(3)
332,687

Total assets
 
$
1,026,546

 
$
566,775

 
$
586,960

 
$
958

 
$
134,899

 
$
2,316,138

(1)
Balance consists primarily of development reimbursements from local municipalities, deposits and cash.
(2)
Balance consists primarily of goodwill (see Note 9) and cash.
(3)
Balance consists primarily of cash and securities and our deferred tax asset.



20


NOTE 15 — COMMITMENTS AND CONTINGENCIES

We are involved in various routine legal proceedings incidental to our business, some of which are covered by insurance. With respect to most pending litigation matters, our ultimate legal and financial responsibility, if any, cannot be estimated with certainty and our actual future expenditure to resolve those matters could prove to be different from the amount that we accrued or reserved. On a quarterly basis, our senior management and legal team conduct an in-depth review of all active legal claims and litigation matters and we record a legal or warranty accrual representing the estimated total expense required to resolve each such matter. As of June 30, 2015, we have reserved approximately $15.5 million related to non-warranty related litigation and asserted claims. In addition, our $22.0 million warranty reserve includes accruals for all warranty and construction defect claims that are similarly recorded in an amount we believe will be necessary to resolve those warranty and construction defect claims. Except as may be specifically disclosed herein, we currently believe that any reasonably possible additional losses from existing claims and litigation in excess of our existing reserves and accruals would be immaterial, individually and in the aggregate, to our financial results.
Joint Venture Litigation
Since 2008, we have been involved in litigation initiated by the lender group for a large Nevada-based land acquisition and unconsolidated development joint venture in which the lenders were seeking damages in two separate actions on the basis of enforcement of completion guarantees and other related claims (JP Morgan Chase Bank, N.A. v. KB HOME Nevada, et al., U.S. District Court, District of Nevada (Case No. 08-CV-01711 PMP Consolidated)). Our interest in this joint venture is comparatively small, totaling 3.53%, but we have vigorously defended and otherwise sought resolution of these actions. We are the only builder joint venture partner to have fully performed its obligations with respect to takedowns of lots from the joint venture, having completed our first takedown in April 2007 and having tendered full performance of our second and final takedown in April 2008. The joint venture and the lender group rejected our tender of performance for our second and final takedown, and we contend, among other things, that the rejection by the joint venture and the lender group of our tender of full performance was wrongful and constituted a breach of contract and should release us of liability with respect to the takedown and extinguish or greatly reduce our exposure under all guarantees. Pursuant to the lenders’ request and stipulation of the parties, on January 23, 2012, the Court dismissed without prejudice all of the lenders’ claims against Meritage in this consolidated lawsuit.
    On December 9, 2010, three of the lenders filed a petition seeking to place the venture into an involuntary bankruptcy (JP Morgan Chase Bank, N.A. v. South Edge, LLC (Case No. 10-32968-bam)). On June 6, 2011, we received a demand letter from the lenders requesting full payment of $13.2 million the lenders claimed to be owed under the springing repayment guarantee, including past due interest and penalties. The lenders claim that the involuntary bankruptcy filed by three of the co-lenders triggered the springing repayment guarantee. We do not believe the lenders have an enforceable position associated with their $13.2 million claim and do not believe we should be required to pay such amount because, among other reasons, the lenders breached their contract with us by refusing to accept the April 2008 tender of our performance and by refusing to release their lien in connection with our second and final takedown in this project and we do not believe the repayment guarantee was triggered by the lenders’ filing of the involuntary bankruptcy. As a result, on August 19, 2011, we filed a lawsuit against JP Morgan Chase Bank, NA (“JP Morgan”) in the Court of Common Pleas in Franklin County, Ohio (Case No. 11CVH0810353) regarding the repayment guarantee. In reaction to that lawsuit, on August 25, 2011, JP Morgan filed a lawsuit against us in the US District Court of Nevada, which is currently being prosecuted in the name of JP Morgan's agent, ISG Insolvency Group, Inc. regarding most of the same issues addressed in the Ohio litigation (Case No. 2: 11-CV-01364-PMP). The Ohio and the Nevada actions have been consolidated into a single action. On October 26, 2011, the Bankruptcy Court approved a Plan pursuant to which (i) the lenders have received all payments to which they are entitled, (ii) the project has been conveyed to Inspirada Builders, LLC, which is an entity owned by four of the co-venturers in the South Edge entity (KB Home, Toll Brothers, Pardee Homes and Beazer Homes), and (iii) the four co-venturer builders claim to have succeeded to the lenders' repayment guarantee claim against Meritage.

21


On September 4, 2012, the Court ruled on a motion for summary judgment that JP Morgan has standing to pursue its repayment guarantee claims against Meritage, and that Meritage was liable thereunder to JP Morgan and that the parties should be permitted to conduct discovery with respect to the amount of damages to which JP Morgan is entitled under the repayment guarantee. Following limited discovery, JP Morgan filed a motion for summary judgment with respect to damages, and on June 17, 2013 the Court granted the motion, ruling that Meritage owes JP Morgan $15,053,857. Later, on July 8, 2013, the Court entered Judgment in favor of JP Morgan in the amount of $15,753,344, which included an additional $699,487 for prejudgment interest that accrued between December 6, 2012 and the date of the judgment. We immediately appealed the Court's rulings, which is still currently pending and on July 17, 2013 we posted a supersedeas bond in the amount of $16,050,604 staying enforcement of the judgment. Pursuant to a stipulation between the parties, the bond amount included the amount of the judgment and additional sums for a potential award of post-judgment interest and attorneys' fees on appeal. On February 14, 2014, the Court awarded JP Morgan an additional $877,241 for pre-judgment attorneys' fees. Meritage has appealed this judgment as well, and per stipulation of the parties, has posted an amended bond in the total amount of $16,930,477 covering both judgments. We disagree with many of the conclusions and findings contained in the Court's order and have appealed the ruling, which appeal is currently pending. In addition, we believe that the four co-venturers in the South Edge entity (KB Home, Toll Brothers, Pardee Homes and Beazer Homes) are liable to Meritage for any amounts that Meritage may ultimately be required to pay under the repayment guarantee, and we have filed claims against those builders to, among other things, recover from them any such amounts.
In March 2012, Inspirada Builders, LLC, (an entity owned by the above named four co-venturers) as Estate Representative of bankrupt South Edge, LLC (the original joint venture) filed demand for arbitration in the United States Bankruptcy Court in the District of Nevada against Meritage Homes of Nevada, Inc. There were two main demands against us contained in this filing. The first is a demand for $13.5 million, relating to alleged breaches of the Operating Agreement of South Edge, LLC, for not paying the amounts Meritage fully tendered but South Edge (at the direction of, or as a result of acts or of the failure to perform by, the above named co-venture members) rejected in 2008. The second demand was for $9.8 million relating to our supposed pro rata share of alleged future infrastructure improvement costs to be incurred by Inspirada Builders, LLC (which is the new owner of the project and which is owned by the four builders identified above) having purchased it through bankruptcy proceedings. The second demand was dismissed on June 27, 2013. The $13.5 million claim identified above represents the same alleged obligation that is the subject of the repayment guarantee litigation between us and JP Morgan that is described above. Meritage has filed a response to Inspirada Builders' arbitration claims denying liability, and we have asserted cross-claims against the four above-named co-venture builders for breach of contract, breach of the implied covenant of good faith and fair dealing, and indemnity. The balance of the parties' arbitration claims are currently pending but pursuant to a stipulation of the parties have been stayed pending resolution of our pending appeal of the Court's rulings in favor of JP Morgan in the federal court action. We do not believe there is any additional exposure to us related to this arbitration claim beyond that already disclosed and discussed above.


22


Special Note of Caution Regarding Forward-Looking Statements
In passing the Private Securities Litigation Reform Act of 1995 (“PSLRA”), Congress encouraged public companies to make “forward-looking statements” by creating a safe-harbor to protect companies from securities law liability in connection with forward-looking statements. We intend to qualify both our written and oral forward-looking statements for protection under the PSLRA.
The words “believe,” “expect,” “anticipate,” “forecast,” “plan,” “intend,” "may," "will," "should," "could," “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. All statements we make other than statements of historical fact are forward-looking statements within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Quarterly Report include: statements concerning trends in the homebuilding industry in general, and our markets and results specifically; our operating strategy and initiatives; that closings may be delayed due to recent severe weather; the benefits of our land acquisition strategy and structures, including the use and the benefits of land banking and joint ventures; that we expect to redeploy cash generated from operations to acquire and develop lot positions; management estimates regarding joint venture exposure, including our exposure to joint ventures that are in default of their debt or guarantee agreements; expectations regarding our industry and our business for the remainder of 2015 and beyond; that we anticipate growth in new communities in 2015; the impact on gross margins of purchase price adjustments relating to the Legendary acquisition; demographic and other trends related to the homebuilding industry in general; our expectation that existing guarantees, letters of credit and performance and surety bonds will not be drawn on; the adequacy of our insurance coverage and warranty reserves; our strategy, legal positions and the expected outcome of legal proceedings we are involved in (including the joint venture litigation relating to the South Edge/Inspirada joint venture) and the sufficiency of our reserves relating thereto; the sufficiency of our liquidity and capital resources to support our business strategy; our ability and willingness to acquire land under option or contract; our strategy and trends and expectations concerning sales prices, sales pace, closings, orders, cancellations, construction costs and gross margins, gross profit, revenues, net earnings, operating leverage, backlog, changes in and location of active communities, seasonality and the timing of new community openings; our future cash needs; that we may seek to raise additional debt and equity capital; and our intentions regarding the payment of dividends and the use of derivative contracts; the impact of new accounting standards and changes in accounting estimates; our perceptions about the importance of joint ventures to our business; and the impact of seasonality and changes in interest rates.
Important factors that could cause actual results to differ materially from those in forward-looking statements, and that could negatively affect our business include, but are not limited to, the following: the availability of finished lots and undeveloped land; interest rates and changes in the availability and pricing of residential mortgages; fluctuations in the availability and cost of labor; changes in tax laws that adversely impact our homebuyers; the ability of our potential buyers to sell their existing homes; cancellation rates and home prices in our markets; weakness in the homebuilding market resulting from an unexpected setback in the current economic recovery due to lower oil prices and other factors; inflation in the cost of materials used to develop communities and construct homes; the adverse effect of slower order absorption rates; potential write-downs or write-offs of assets; changes in tax laws; a change to the feasibility of projects under option or contract that could result in the write-down or write-off of option deposits; our ability to successfully integrate acquired companies and achieve anticipated benefits from these acquisitions; our potential exposure to natural disasters or severe weather conditions; competition; construction defect and home warranty claims; adverse legal rulings; our success in prevailing on contested tax positions; our ability to obtain performance bonds in connection with our development work; the loss of key personnel; changes in or our failure to comply with laws and regulations; limitations of geographic diversification; fluctuations in quarterly operating results; our financial leverage and level of indebtedness and our ability to take certain actions because of restrictions contained in the indentures for our senior notes and our ability to raise additional capital when and if needed; our credit ratings; successful integration of future acquisitions; our compliance with government regulations and the effect of legislative or other initiatives that seek to restrain growth or new housing construction or similar measures; acts of war; the replication of our "Green" technologies by our competitors; our exposure to information technology failures and security breaches; and other factors identified in documents filed by the company with the Securities and Exchange Commission, including those set forth in our Form 10-K for the year ended December 31, 2014 under the caption “Risk Factors,” which can be found on our website.
Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, the investment community is urged not to place undue reliance on forward-looking statements. In addition, we undertake no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time.

23



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview and Outlook
During the three months ended June 30, 2015, the new home market has continued to benefit from job growth, increasing consumer confidence and historically low interest rates. We have been successful over the past several quarters in capitalizing on this environment by broadening our position across many of the top housing markets in the country both through acquisitions and through organic expansion of our existing operations. We remain committed to our plan of strategically positioning ourselves and actively sourcing land in well-located communities within those top markets.
Summary Company Results
Total home closing revenue was $591.0 million and $1.1 billion for the three and six months ended June 30, 2015, respectively representing 17.5% and 22.0% increases over the respective prior year periods. This revenue growth helped partially offset lower margins and increased overhead expenses, generating net income of $29.1 million and $45.5 million for the three and six months ended June 30, 2015, respectively as compared to $35.1 million and $60.5 million for the same periods in 2014. While home closing revenues were boosted from more closing units and higher average sales prices, the lower net income for both the three and six months ended June 30, 2015 was partially due to higher land costs leading to lower gross margins on closings versus the prior year. In addition, as the East Region has increased its relative contribution to our consolidated results its lower margins are impacting our 2015 gross margins and net income to a greater degree as compared to the prior year periods. Our East Region is primarily comprised of newly-acquired or start up divisions that have not yet achieved the benefits of reaching full operating scale and overhead leverage, generally earning lower margins compared to our established divisions. Additionally, our West region has experienced a year-over-year decline for both the three and six months ended June 30, 2015 in gross margin largely due to rising land costs. The Region is also still feeling the impact of the 2014 slowdown in the Arizona market. That slow down led to a temporary reduction in demand and average sales prices, therefore temporarily reducing margins as we close the homes that were sold during that 2014 period.
We experienced consolidated year-over-year growth in closings, orders and backlog, in both units and value for both the three and six months ended June 30, 2015. The overall unit increases are largely attributable to our market expansion through our recent acquisitions in Georgia and South Carolina, where we have no comparable prior year results. We ended the second quarter of 2015 with 3,188 homes in backlog, valued at $1.3 billion, 25.1% and 36.3% increases over June 30, 2014, respectively. Increased community count that generated 8.5 orders per average community for the three months ended June 30, 2015, combined with higher average sales prices are largely responsible for the increases in ending backlog. Our average sales price for homes in backlog increased 8.9% to $406,800 at June 30, 2015 from $373,500 at June 30, 2014, primarily due to overall strong market conditions as well growth in markets that generally demand higher prices such as Florida, California and Colorado. Those three states experienced 60.0%, 28.1% and 23.1% average community count increases quarter over quarter, respectively. Our cancellation rate on sales orders as a percentage of gross sales in the second quarter of 2015 remains below historical levels at 11% as compared to 13% for the second quarter of 2014, reflecting a high quality backlog and increased consumer confidence in the homebuilding market.
Company Positioning

We remain focused on our main goals of growing our orders and gross margin while controlling overhead costs and maintaining a strong balance sheet. To help meet these goals, we continue to focus on the following initiatives:
•
Expanding market share in our smaller markets;
•
Fully integrating newly acquired divisions into our operating model;
•
Generating additional revenue and improving overhead operating leverage in all of our markets;
•
Generating additional working capital and maintaining adequate liquidity;
•
Continuing to actively acquire and develop lots in key markets in order to maintain and grow our lot supply and active community count;
•
Increasing orders pace through the use of our consumer and market research to build homes that offer our buyers their desired features and amenities;
•
Managing cost increases through national and regional vendor relationships with a focus on quality construction and warranty management;
•
Continuing to innovate and promote the Meritage Green energy efficiency program to drive sales;
•
Adapting sales and marketing efforts to increase traffic and compete with both resale and new homes;

24


•
Actively monitoring our sales, construction and closing processes through customer satisfaction survey scores; and
•
Promoting a positive environment for our employees in order to minimize turnover and retain our employees.

We believe that our investments in new communities in strategic locations and new markets and our industry leading energy efficient product offerings create a differentiated strategy that has aided us in our growth. During the first six months of 2015, we opened 27 new communities while closing out 16 communities, ending the quarter with 240 active communities, up from prior year end and the first quarter of 2015. In addition, we grew active community count year-over-year by 28.8%, largely the result of our acquisition of Legendary Communities. We anticipate continued growth in the number of new communities coming on line as we move forward throughout 2015.
Critical Accounting Policies
The accounting policies we deem most critical to us and that involve the most difficult, subjective or complex judgments include revenue recognition, valuation of real estate, goodwill, deferred tax assets and warranty reserves as well as the calculation of compensation cost relating to share-based payments. There have been no significant changes to our critical accounting policies during the three and six months ended June 30, 2015 compared to those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2014 Annual Report on Form 10-K.

25


Home Closing Revenue, Home Orders and Order Backlog
The composition of our closings, home orders and backlog is constantly changing and is based on a changing mix of communities with various price points between periods as new projects open and existing projects wind down. Further, individual homes within a community can range significantly in price due to differing square footage, option selections, lot sizes and quality and location of lots (e.g. cul-de-sac, view lots, greenbelt lots). These variations result in a lack of meaningful comparability between our home orders, closings and backlog due to the changing mix between periods. The tables on the following pages present operating and financial data that we consider most critical to managing our operations (dollars in thousands):
 
 
Three Months Ended June 30,
 
Quarter over Quarter
 
 
2015
 
2014
 
Chg $
 
Chg %
Home Closing Revenue
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Dollars
 
$
591,027

 
$
502,800

 
$
88,227

 
17.5
 %
Homes closed
 
1,556

 
1,368

 
188

 
13.7
 %
Average sales price
 
$
379.8

 
$
367.5

 
$
12.3

 
3.3
 %
West Region
 
 
 
 
 
 
 
 
Arizona
 
 
 
 
 
 
 
 
Dollars
 
$
71,878

 
$
84,606

 
$
(12,728
)
 
(15.0
)%
Homes closed
 
229

 
252

 
(23
)
 
(9.1
)%
Average sales price
 
$
313.9

 
$
335.7

 
$
(21.8
)
 
(6.5
)%
California
 
 
 
 
 
 
 
 
Dollars
 
$
95,763

 
$
95,067

 
$
696

 
0.7
 %
Homes closed
 
176

 
185

 
(9
)
 
(4.9
)%
Average sales price
 
$
544.1

 
$
513.9

 
$
30.2

 
5.9
 %
Colorado
 
 
 
 
 
 
 
 
Dollars
 
$
52,133

 
$
52,292

 
$
(159
)
 
(0.3
)%
Homes closed
 
113

 
115

 
(2
)
 
(1.7
)%
Average sales price
 
$
461.4

 
$
454.7

 
$
6.7

 
1.5
 %
West Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
219,774

 
$
231,965

 
$
(12,191
)
 
(5.3
)%
Homes closed
 
518

 
552

 
(34
)
 
(6.2
)%
Average sales price
 
$
424.3

 
$
420.2

 
$
4.1

 
1.0
 %
Central Region - Texas
 
 
 
 
 
 
 
 
Central Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
174,397

 
$
159,562

 
$
14,835

 
9.3
 %
Homes closed
 
509

 
524

 
(15
)
 
(2.9
)%
Average sales price
 
$
342.6

 
$
304.5

 
$
38.1

 
12.5
 %
East Region
 
 
 
 
 
 
 
 
Florida
 
 
 
 
 
 
 
 
Dollars
 
$
91,491

 
$
60,732

 
$
30,759

 
50.6
 %
Homes closed
 
210

 
155

 
55

 
35.5
 %
Average sales price
 
$
435.7

 
$
391.8

 
$
43.9

 
11.2
 %
Georgia
 
 
 
 
 
 
 
 
Dollars
 
$
13,057

 
N/A

 
N/M

 
N/M

Homes closed
 
42

 
N/A

 
N/M

 
N/M

Average sales price
 
$
310.9

 
N/A

 
N/M

 
N/M

North Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
50,214

 
$
36,127

 
$
14,087

 
39.0
 %
Homes closed
 
135

 
89

 
46

 
51.7
 %
Average sales price
 
$
372.0

 
$
405.9

 
$
(33.9
)
 
(8.4
)%
South Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
27,258

 
N/A

 
N/M

 
N/M

Homes closed
 
91

 
N/A

 
N/M

 
N/M

Average sales price
 
$
299.5

 
N/A

 
N/M

 
N/M

Tennessee
 
 
 
 
 
 
 
 
Dollars
 
$
14,836

 
$
14,414

 
$
422

 
2.9
 %
Homes closed
 
51

 
48

 
3

 
6.3
 %
Average sales price
 
$
290.9

 
$
300.3

 
$
(9.4
)
 
(3.1
)%
East Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
196,856

 
$
111,273

 
$
85,583

 
76.9
 %
Homes closed
 
529

 
292

 
237

 
81.2
 %
Average sales price
 
$
372.1

 
$
381.1

 
$
(9.0
)
 
(2.4
)%
N/A – Not Applicable        N/M - Not Meaningful

26



 
 
Six Months Ended June 30,
 
Quarter over Quarter
 
 
2015
 
2014
 
Chg $
 
Chg %
Home Closing Revenue
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Dollars
 
$
1,108,300

 
$
908,579

 
$
199,721

 
22.0
 %
Homes closed
 
2,891

 
2,477

 
414

 
16.7
 %
Average sales price
 
$
383.4

 
$
366.8

 
$
16.6

 
4.5
 %
West Region
 
 
 
 
 
 
 
 
Arizona
 
 
 
 
 
 
 
 
Dollars
 
$
134,479

 
$
156,388

 
$
(21,909
)
 
(14.0
)%
Homes closed
 
415

 
463

 
(48
)
 
(10.4
)%
Average sales price
 
$
324.0

 
$
337.8

 
$
(13.8
)
 
(4.1
)%
California
 
 
 
 
 
 
 
 
Dollars
 
$
182,186

 
$
174,994

 
$
7,192

 
4.1
 %
Homes closed
 
329

 
350

 
(21
)
 
(6.0
)%
Average sales price
 
$
553.8

 
$
500.0

 
$
53.8

 
10.8
 %
Colorado
 
 
 
 
 
 
 
 
Dollars
 
$
109,987

 
$
92,214

 
$
17,773

 
19.3
 %
Homes closed
 
241

 
204

 
37

 
18.1
 %
Average sales price
 
$
456.4

 
$
452.0

 
$
4.4

 
1.0
 %
West Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
426,652

 
$
423,596

 
$
3,056

 
0.7
 %
Homes closed
 
985

 
1,017

 
(32
)
 
(3.1
)%
Average sales price
 
$
433.1

 
$
416.5

 
$
16.6

 
4.0
 %
Central Region - Texas
 
 
 
 
 
 
 
 
Central Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
326,984

 
$
277,761

 
$
49,223

 
17.7
 %
Homes closed
 
949

 
927

 
22

 
2.4
 %
Average sales price
 
$
344.6

 
$
299.6

 
$
45.0

 
15.0
 %
East Region
 
 
 
 
 
 
 
 
Florida
 
 
 
 
 
 
 
 
Dollars
 
$
164,322

 
$
127,829

 
$
36,493

 
28.5
 %
Homes closed
 
387

 
318

 
69

 
21.7
 %
Average sales price
 
$
424.6

 
$
402.0

 
$
22.6

 
5.6
 %
Georgia
 
 
 
 
 
 
 
 
Dollars
 
$
28,515

 
N/A

 
N/M

 
N/M

Homes closed
 
94

 
N/A

 
N/M

 
N/M

Average sales price
 
$
303.4

 
N/A

 
N/M

 
N/M

North Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
85,189

 
$
58,706

 
$
26,483

 
45.1
 %
Homes closed
 
224

 
144

 
80

 
55.6
 %
Average sales price
 
$
380.3

 
$
407.7

 
$
(27.4
)
 
(6.7
)%
South Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
51,818

 
N/A

 
N/M

 
N/M

Homes closed
 
167

 
N/A

 
N/M

 
N/M

Average sales price
 
$
310.3

 
N/A

 
N/M

 
N/M

Tennessee
 
 
 
 
 
 
 
 
Dollars
 
$
24,820

 
$
20,687

 
$
4,133

 
20.0
 %
Homes closed
 
85

 
71

 
14

 
19.7
 %
Average sales price
 
$
292.0

 
$
291.4

 
$
0.6

 
0.2
 %
East Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
354,664

 
$
207,222

 
$
147,442

 
71.2
 %
Homes closed
 
957

 
533

 
424

 
79.5
 %
Average sales price
 
$
370.6

 
$
388.8

 
$
(18.2
)
 
(4.7
)%
N/A – Not Applicable        N/M - Not Meaningful


27



 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Quarter over Quarter
 
 
2015
 
2014
 
Chg $
 
Chg %
Home Orders (1)
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Dollars
 
$
775,815

 
$
618,435

 
$
157,380

 
25.4
 %
Homes ordered
 
1,986

 
1,647

 
339

 
20.6
 %
Average sales price
 
$
390.6

 
$
375.5

 
$
15.1

 
4.0
 %
West Region
 
 
 
 
 
 
 
 
Arizona
 
 
 
 
 
 
 
 
Dollars
 
$
102,714

 
$
77,372

 
$
25,342

 
32.8
 %
Homes ordered
 
320

 
239

 
81

 
33.9
 %
Average sales price
 
$
321.0

 
$
323.7

 
$
(2.7
)
 
(0.8
)%
California
 
 
 
 
 
 
 
 
Dollars
 
$
131,814

 
$
107,608

 
$
24,206

 
22.5
 %
Homes ordered
 
237

 
205

 
32

 
15.6
 %
Average sales price
 
$
556.2

 
$
524.9

 
$
31.3

 
6.0
 %
Colorado
 
 
 
 
 
 
 
 
Dollars
 
$
84,421

 
$
64,491

 
$
19,930

 
30.9
 %
Homes ordered
 
181

 
140

 
41

 
29.3
 %
Average sales price
 
$
466.4

 
$
460.7

 
$
5.7

 
1.2
 %
West Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
318,949

 
$
249,471

 
$
69,478

 
27.9
 %
Homes ordered
 
738

 
584

 
154

 
26.4
 %
Average sales price
 
$
432.2

 
$
427.2

 
$
5.0

 
1.2
 %
Central Region - Texas
 
 
 
 
 
 
 
 
Central Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
224,195

 
$
240,463

 
$
(16,268
)
 
(6.8
)%
Homes ordered
 
635

 
718

 
(83
)
 
(11.6
)%
Average sales price
 
$
353.1

 
$
334.9

 
$
18.2

 
5.4
 %
East Region
 
 
 
 
 
 
 
 
Florida
 
 
 
 
 
 
 
 
Dollars
 
$
92,663

 
$
67,891

 
$
24,772

 
36.5
 %
Homes ordered
 
218

 
180

 
38

 
21.1
 %
Average sales price
 
$
425.1

 
$
377.2

 
$
47.9

 
12.7
 %
Georgia
 
 
 
 
 
 
 
 
Dollars
 
$
16,690

 
N/A

 
N/M

 
N/M

Homes ordered
 
53

 
N/A

 
N/M

 
N/M

Average sales price
 
$
314.9

 
N/A

 
N/M

 
N/M

North Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
72,667

 
$
43,062

 
$
29,605

 
68.7
 %
Homes ordered
 
181

 
102

 
79

 
77.5
 %
Average sales price
 
$
401.5

 
$
422.2

 
$
(20.7
)
 
(4.9
)%
South Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
29,473

 
N/A

 
N/M

 
N/M

Homes ordered
 
99

 
N/A

 
N/M

 
N/M

Average sales price
 
$
297.7

 
N/A

 
N/M

 
N/M

Tennessee
 
 
 
 
 
 
 
 
Dollars
 
$
21,178

 
$
17,548

 
$
3,630

 
20.7
 %
Homes ordered
 
62

 
63

 
(1
)
 
(1.6
)%
Average sales price
 
$
341.6

 
$
278.5

 
$
63.1

 
22.7
 %
East Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
232,671

 
$
128,501

 
$
104,170

 
81.1
 %
Homes ordered
 
613

 
345

 
268

 
77.7
 %
Average sales price
 
$
379.6

 
$
372.5

 
$
7.1

 
1.9
 %
N/A – Not Applicable        N/M - Not Meaningful

28


 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
Quarter over Quarter
 
 
2015
 
2014
 
Chg $
 
Chg %
Home Orders (1)
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Dollars
 
$
1,558,627

 
$
1,173,475

 
$
385,152

 
32.8
 %
Homes ordered
 
3,965

 
3,172

 
793

 
25.0
 %
Average sales price
 
$
393.1

 
$
369.9

 
$
23.2

 
6.3
 %
West Region
 
 
 
 
 
 
 
 
Arizona
 
 
 
 
 
 
 
 
Dollars
 
$
193,305

 
$
153,019

 
$
40,286

 
26.3
 %
Homes ordered
 
608

 
467

 
141

 
30.2
 %
Average sales price
 
$
317.9

 
$
327.7

 
$
(9.8
)
 
(3.0
)%
California
 
 
 
 
 
 
 
 
Dollars
 
$
309,911

 
$
227,660

 
$
82,251

 
36.1
 %
Homes ordered
 
547

 
442

 
105

 
23.8
 %
Average sales price
 
$
566.6

 
$
515.1

 
$
51.5

 
10.0
 %
Colorado
 
 
 
 
 
 
 
 
Dollars
 
$
169,828

 
$
119,249

 
$
50,579

 
42.4
 %
Homes ordered
 
370

 
264

 
106

 
40.2
 %
Average sales price
 
$
459.0

 
$
451.7

 
$
7.3

 
1.6
 %
West Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
673,044

 
$
499,928

 
$
173,116

 
34.6
 %
Homes ordered
 
1,525

 
1,173

 
352

 
30.0
 %
Average sales price
 
$
441.3

 
$
426.2

 
$
15.1

 
3.5
 %
Central Region - Texas
 
 
 
 
 
 
 
 
Central Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
409,327

 
$
432,694

 
$
(23,367
)
 
(5.4
)%
Homes ordered
 
1,192

 
1,352

 
(160
)
 
(11.8
)%
Average sales price
 
$
343.4

 
$
320.0

 
$
23.4

 
7.3
 %
East Region
 
 
 
 
 
 
 
 
Florida
 
 
 
 
 
 
 
 
Dollars
 
$
201,520

 
$
132,506

 
$
69,014

 
52.1
 %
Homes ordered
 
466

 
353

 
113

 
32.0
 %
Average sales price
 
$
432.4

 
$
375.4

 
$
57.0

 
15.2
 %
Georgia
 
 
 
 
 
 
 
 
Dollars
 
$
40,908

 
N/A

 
N/M

 
N/M

Homes ordered
 
130

 
N/A

 
N/M

 
N/M

Average sales price
 
$
314.7

 
N/A

 
N/M

 
N/M

North Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
134,292

 
$
77,081

 
$
57,211

 
74.2
 %
Homes ordered
 
329

 
183

 
146

 
79.8
 %
Average sales price
 
$
408.2

 
$
421.2

 
$
(13.0
)
 
(3.1
)%
South Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
59,001

 
N/A

 
N/M

 
N/M

Homes ordered
 
195

 
N/A

 
N/M

 
N/M

Average sales price
 
$
302.6

 
N/A

 
N/M

 
N/M

Tennessee
 
 
 
 
 
 
 
 
Dollars
 
$
40,535

 
$
31,266

 
$
9,269

 
29.6
 %
Homes ordered
 
128

 
111

 
17

 
15.3
 %
Average sales price
 
$
316.7

 
$
281.7

 
$
35.0

 
12.4
 %
East Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
476,256

 
$
240,853

 
$
235,403

 
97.7
 %
Homes ordered
 
1,248

 
647

 
601

 
92.9
 %
Average sales price
 
$
381.6

 
$
372.3

 
$
9.3

 
2.5
 %
(1)
Home orders for any period represent the aggregate sales price of all homes ordered, net of cancellations. We do not include orders contingent upon the sale of a customer’s existing home as a sales contract until the contingency is removed.
N/A – Not Applicable        N/M - Not Meaningful

29



 
Three Months Ended June 30,
 
2015
 
2014
 
Ending
 
Average
 
Ending
 
Average
Active Communities
 
 
 
 
 
 
 
Total
240
 
234.5
 
175

 
182.0
West Region
 
 
 
 
 
 
 
Arizona
43
 
43.5
 
42

 
41.5
California
20
 
20.5
 
15

 
16.0
Colorado
16
 
16.0
 
13

 
13.0
West Region Totals
79
 
80.0
 
70

 
70.5
Central Region - Texas
 
 
 
 
 
 
 
Central Region Totals
66
 
63.5
 
69

 
73.0
East Region
 
 
 
 
 
 
 
Florida
30
 
28.0
 
18

 
17.5
Georgia
16
 
14.5
 
N/A

 
N/A
North Carolina
25
 
24.0
 
13

 
15.5
South Carolina
20
 
20.0
 
N/A

 
N/A
Tennessee
4
 
4.5
 
5

 
5.5
East Region Totals
95
 
91.0
 
36

 
38.5



 
Six Months Ended June 30,
 
2015
 
2014
 
Ending
 
Average
 
Ending
 
Average
Active Communities

 
 
 
 
 
 
Total
240
 
234.5
 
175

 
181.5
West Region

 
 
 
 
 
 
Arizona
43
 
42.0
 
42

 
41.0
California
20
 
22.0
 
15

 
18.5
Colorado
16
 
16.5
 
13

 
13.5
West Region Totals
79
 
80.5
 
70

 
73.0
Central Region - Texas

 
 
 
 
 
 
Central Region Totals
66
 
62.5
 
69

 
69.5
East Region

 
 
 
 
 
 
Florida
30
 
29.5
 
18

 
19.0
Georgia
16
 
14.5
 
N/A

 
N/A
North Carolina
25
 
23.0
 
13

 
15.0
South Carolina
20
 
20.0
 
N/A

 
N/A
Tennessee
4
 
4.5
 
5

 
5.0
East Region Totals
95
 
91.5
 
36

 
39.0

 










30



 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
Cancellation Rates (1)
 
 
 
 
 
 
 
 
Total
 
11
%
 
13
%
 
11
%
 
13
%
West Region
 
 
 
 
 
 
 
 
Arizona
 
9
%
 
12
%
 
8
%
 
13
%
California
 
10
%
 
14
%
 
8
%
 
15
%
Colorado
 
11
%
 
10
%
 
10
%
 
12
%
West Region Totals
 
10
%
 
12
%
 
9
%
 
13
%
Central Region - Texas
 
 
 
 
 
 
 
 
Central Region Totals
 
11
%
 
14
%
 
13
%
 
14
%
East Region
 
 
 
 
 
 
 
 
Florida
 
15
%
 
14
%
 
16
%
 
12
%
Georgia
 
15
%
 
N/A

 
11
%
 
N/A

North Carolina
 
10
%
 
11
%
 
9
%
 
11
%
South Carolina
 
8
%
 
N/A

 
7
%
 
N/A

Tennessee
 
8
%
 
3
%
 
6
%
 
3
%
East Region Totals
 
12
%
 
11
%
 
11
%
 
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.

N/A – Not Applicable    

31



 
 
At June 30,
 
Quarter over Quarter
 
 
2015
 
2014
 
Chg $
 
Chg %
Order Backlog (1)
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Dollars
 
$
1,296,779

 
$
951,568

 
$
345,211

 
36.3
 %
Homes in backlog
 
3,188

 
2,548

 
640

 
25.1
 %
Average sales price
 
$
406.8

 
$
373.5

 
$
33.3

 
8.9
 %
West Region
 
 
 
 
 
 
 
 
Arizona
 
 
 
 
 
 
 
 
Dollars
 
$
125,044

 
$
93,870

 
$
31,174

 
33.2
 %
Homes in backlog
 
385

 
282

 
103

 
36.5
 %
Average sales price
 
$
324.8

 
$
332.9

 
$
(8.1
)
 
(2.4
)%
California
 
 
 
 
 
 
 
 
Dollars
 
$
251,688

 
$
160,129

 
$
91,559

 
57.2
 %
Homes in backlog
 
430

 
317

 
113

 
35.6
 %
Average sales price
 
$
585.3

 
$
505.1

 
$
80.2

 
15.9
 %
Colorado
 
 
 
 
 
 
 
 
Dollars
 
$
181,474

 
$
119,419

 
$
62,055

 
52.0
 %
Homes in backlog
 
397

 
262

 
135

 
51.5
 %
Average sales price
 
$
457.1

 
$
455.8

 
$
1.3

 
0.3
 %
West Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
558,206

 
$
373,418

 
$
184,788

 
49.5
 %
Homes in backlog
 
1,212

 
861

 
351

 
40.8
 %
Average sales price
 
$
460.6

 
$
433.7

 
$
26.9

 
6.2
 %
Central Region - Texas
 
 
 
 
 
 
 
 
Central Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
391,384

 
$
400,588

 
$
(9,204
)
 
(2.3
)%
Homes in backlog
 
1,101

 
1,217

 
(116
)
 
(9.5
)%
Average sales price
 
$
355.5

 
$
329.2

 
$
26.3

 
8.0
 %
East Region
 
 
 
 
 
 
 
 
Florida
 
 
 
 
 
 
 
 
Dollars
 
$
139,768

 
$
93,949

 
$
45,819

 
48.8
 %
Homes in backlog
 
316

 
243

 
73

 
30.0
 %
Average sales price
 
$
442.3

 
$
386.6

 
$
55.7

 
14.4
 %
Georgia
 
 
 
 
 
 
 
 
Dollars
 
$
28,977

 
N/A

 
N/M

 
N/M

Homes in backlog
 
89

 
N/A

 
N/M

 
N/M

Average sales price
 
$
325.6

 
N/A

 
N/M

 
N/M

North Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
117,271

 
$
61,593

 
$
55,678

 
90.4
 %
Homes in backlog
 
290

 
147

 
143

 
97.3
 %
Average sales price
 
$
404.4

 
$
419.0

 
$
(14.6
)
 
(3.5
)%
South Carolina
 
 
 
 
 
 
 
 
Dollars
 
$
33,303

 
N/A

 
N/M

 
N/M

Homes in backlog
 
98

 
N/A

 
N/M

 
N/M

Average sales price
 
$
339.8

 
N/A

 
N/M

 
N/M

Tennessee
 
 
 
 
 
 
 
 
Dollars
 
$
27,870

 
$
22,020

 
$
5,850

 
26.6
 %
Homes in backlog
 
82

 
80

 
2

 
2.5
 %
Average sales price
 
$
339.9

 
$
275.3

 
$
64.6

 
23.5
 %
East Region Totals
 
 
 
 
 
 
 
 
Dollars
 
$
347,189

 
$
177,562

 
$
169,627

 
95.5
 %
Homes in backlog
 
875

 
470

 
405

 
86.2
 %
Average sales price
 
$
396.8

 
$
377.8

 
$
19.0

 
5.0
 %
(1)    Our backlog represents net sales that have not closed.
N/A – Not Applicable        N/M - Not Meaningful


32


Operating Results
Companywide. Home closings revenue for the three months ended June 30, 2015 increased 17.5% to $591.0 million when compared to the prior year, mainly driven by the 13.7% or 188 additional home closings combined with a $12,300 increase in average sales price. Home order value grew by 25.4% to $775.8 million on 1,986 homes in the second quarter of 2015 as compared to $618.4 million on 1,647 homes in 2014. The improved value on orders was primarily the result of the 339 or 20.6% incremental orders, along with a $15,100 increase in average sales prices. The largest year-over-year revenue and order growth came from our East Region, a combined result of new markets from acquisitions as well as organic community count increases in existing markets. Our average active community count company-wide increased 28.8%, ending the second quarter with 240 communities as compared to 175 at June 30, 2014, led by the new communities in Georgia and South Carolina stemming from the acquisition of Legendary Communities as well as those in Florida and North Carolina. In addition, buyer confidence and a positive economic environment helped improve home closings and orders as well as maintain a low cancellation rate of 11% in the second quarter of 2015 as compared to 13% in 2014, contributing to our 640-home, or 25.1%, increase in ending backlog.
We experienced similar trends for the six months ended June 30, 2015 as we did for the second quarter with a 22.0% increase in closing revenue to $1.1 billion for the six months ended June 30, 2015 compared to $908.6 million for the 2014 period. Total closing units for the six-month period improved by 414 units or 16.7% year-over-year. Orders improved by 793 units or 25.0% for a total of 3,965 homes valued at $1.6 billion.
West. During the three months ended June 30, 2015, home closings in our West Region dipped 6.2%, with 34 fewer homes closed as compared to the 2014 period, although a modest $4,100 increase in average sales price partially offset the volume decline resulting in a 5.3% decrease in home closing revenue versus the prior year, ending the second quarter of 2015 with $219.8 million in home closing revenue. Orders in the West Region during the quarter improved significantly year over year, growing by 26.4%, with 738 orders valued at $318.9 million versus 584 orders at $249.5 million in the prior year. These results led to ending backlog value in the Region of $558.2 million on 1,212 homes as compared to $373.4 million on 861 homes in the prior year, 49.5% and 40.8% improvements, respectively.

A higher number of communities open for sales largely drove the Region's increased orders in 2015 over 2014. In addition, we experienced improved orders per average active community, growing 10.8% to 9.2 for the quarter ended June 30, 2015 as compared to 8.3 in the prior year period. Arizona was the largest growth contributor for the Region in terms of both orders and orders pace, with 33.9% and 27.6% improvements, respectively. These results represent a stabilization of this market, as 2014 reflected softness which impacted demand and average sales prices. The California market continues to generate strong buyer demand, as evidenced by the 11.6 orders pace in the second quarter of 2015 and the 22.5% and 15.6% increases in order value and orders, respectively, over the second quarter of 2014. We have strategically worked to capitalize on the demand there, demonstrated by our 28.1% higher average active community count year-over-year. Colorado's improved orders year-over-year generated $19.9 million in additional order value on 41 additional homes over the prior year. Colorado continues to generate improved buyer demand and orders pace, reporting 11.3 orders per average active community in the second quarter of 2015, a 4.6% improvement over the same prior year period and one of our strongest in the Company. Colorado has steadily increased its contribution to overall results in the Region which is reflected in the combined average sales price growth the Region continues to experience as Colorado demands some of our highest average sales prices in the country, behind only California.

Year-to-date results for the West Region resulted in relatively flat home closing revenue of $426.7 million, a 0.7% increase from 2014. Higher average sales prices of $16,600 are solely responsible for the improved revenue, which more than offset the 3.1% decline in homes closed. The lower home closings were mainly a result of the lower beginning backlog, particularly in Arizona. Similar to the second quarter results, orders saw significant positive year-over-year trends in the West, with 34.6% and 30.0% growth in value and homes, respectively. All three states in the region generated improvements, which directly led to second quarter backlog increases.
Central. The Central Region, made up of our Texas markets, closed 509 homes totaling $174.4 million in home closing revenue. The slight 2.9% volume decline was more than offset by a 12.5% or $38,100 average sales price increase, leading to overall home closing revenue growth of $14.8 million or 9.3%. Home closing reductions as well as the 11.6% lower orders were both largely driven by the 13.0% decline in actively-selling communities quarter over quarter. The decrease in orders was partially offset by the $18,200 or 5.4% increase in average sales prices. These results translated to a 9.5% lower number of homes in backlog at June 30, 2015, with 1,101 homes valued at $391.4 million. Demand in Texas is still strong as evidenced by the 10.0 orders per average community for the quarter, which exceeds our company average.
The Central Region reported a $49.2 million increase in revenue year-to-date, largely driven by rising average sales prices of $45,000 or 15.0% year over year, as well as a 2.4% improvement in homes closed. Six-month order results echoed the

33


second quarter results, declining 160 homes and $23.4 million, mainly a result of the 10.1% reduction in actively-selling communities. While recent severe weather could impact the timing of new community openings, we are working diligently to open new communities in high-demand markets to replenish those that have sold out.
East. Our East Region generated our most significant year-over-year improvement with 529 closings and $196.9 million in revenue in the second quarter of 2015, 81.2% and 76.9% increases, respectively, from the same period in 2014. The Region also reported higher results in orders year over year generating $104.2 million of additional order dollars, mostly due to the 77.7% increase in home orders. The volume increases are largely credited to the 136.4% increase in the average number of actively selling communities, mainly driven by the new markets we have entered in this Region over the past two years. Organic community growth within Florida and North Carolina was significant as well, reporting 60.0% and 54.8% average active community count increases, respectively. The Region ended the first quarter with 95 actively selling communities as compared to 36 in 2014 and ended the quarter with a 405-home and $169.6 million increase in ending backlog, 86.2% and 95.5% gains, respectively.

The Florida market is the largest contributor to the Region's results reporting $91.5 million in closing revenue on 210 home closings, increases of 50.6% and 35.5%, respectively. Additionally, Florida generated a 36.5% increase in order value year over year, with $92.7 million on 218 new orders. The improvements in both closings and orders are directly attributable to increased active community count mentioned above. Further, Florida's community placement and appealing home designs with larger floor plans helped drive average sales prices up by $47,900 or 12.7% over the prior year. The combination of these improved orders metrics translated to a 73-home and $45.8 million increase in backlog at June 30, 2015 over June 30, 2014. Operations in North Carolina contributed 135 homes or $50.2 million in closings and 181 homes and $72.7 million in order volume from 24 average actively-selling communities in the second quarter of 2015. All of these trends boast significant growth from the second quarter of 2014, increasing the impact of the North Carolina market on consolidated East Region results and helping to drive the Region's improvements. Tennessee reported improvements in home closing revenue, orders value and backlog value compared to prior year, ending the second quarter of 2015 with 51 home closings and $14.8 million in associated revenue, representing 6.3% and 2.9% respective increases. Tennessee also contributed 62 orders valued at $21.2 million, and ending backlog valued at $27.9 million on 82 homes as of June 30, 2015. Tennessee's order pace led the company, with 13.8 orders per average active community in the second quarter of 2015. Our newest markets from the Legendary Communities acquisition in Georgia and South Carolina have no prior year results and contributed 42 and 91 closings valued at $13.1 million and $27.3 million, respectively. Georgia and South Carolina also provided 53 and 99 orders, respectively, resulting in ending backlog of 89 homes valued at $29.0 million in Georgia and 98 homes valued at $33.3 million in South Carolina at June 30, 2015.

The East Region results for the six-months ended June 30, 2015 reported significant year-over-year increases as the Region has grown both within existing markets and through new market expansion. As a result, $354.7 million in home closing revenue on 957 homes was recorded in 2015 versus $207.2 million on 533 homes in 2014. The 134.6% active community count growth drove orders for the six month period in 2015 up to 1,248 with $476.3 million in total value, 92.9% and 97.7% improvements over the same period in 2014.

Land Closing Revenue and Gross Profit
From time to time, we may sell certain land parcels to other homebuilders, developers or investors if we feel the sale will provide a greater economic benefit to us than continuing home construction or where we are looking to diversify our land positions in the specific geography. As a result of such sales, we recognized land closing revenue of $6.8 million, and $2.8 million for the three months ending June 30, 2015 and 2014, respectively and $8.2 million and $5.4 million for the six months ended June 30, 2015 and 2014. Modest profits were recognized on these land sales for both the three and six months ended June 30, 2015. Prior year results for the second quarter also had a small gain, whereas we recognized a loss of $1.0 million for the six month period in 2014 as a result of write-downs taken in association with the marketing of the remaining assets we had for sale in the Las Vegas area, a market we exited in 2011.


34


Other Operating Information (dollars in thousands)  
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
Dollars
 
Percent of Home Closing Revenue
 
Dollars
 
Percent of Home Closing Revenue
 
Dollars
 
Percent of Home Closing Revenue
 
Dollars
 
Percent of Home Closing Revenue
Home Closing Gross Profit (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
114,237

 
19.3
%
 
$
109,961

 
21.9
%
 
$
209,724

 
18.9
%
 
$
202,560

 
22.3
%
 
 
 
 
 
 
 
 
 
 
 

 
 
 

West (2)
38,253

 
17.4
%
 
$
50,234

 
21.7
%
 
$
75,897

 
17.8
%
 
$
97,495

 
23.0
%
 
 
 
 
 
 
 
 
 


 

 


 

Central
39,096

 
22.4
%
 
$
35,964

 
22.5
%
 
$
70,726

 
21.6
%
 
$
60,536

 
21.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
East
36,888

 
18.7
%
 
$
23,763

 
21.4
%
 
$
63,101

 
17.8
%
 
$
44,529

 
21.5
%
 
(1)
Home closing gross profit represents home closing revenue less cost of home closings, including impairments. Cost of home closings includes land and lot development costs, direct home construction costs, an allocation of common community costs (such as model complex costs and architectural, legal and zoning costs), interest, sales tax, impact fees, warranty, construction overhead and closing costs.
Companywide. Home closing gross margin decreased to 19.3% and 18.9% for the three and six months ended June 30, 2015, respectively, as compared to 21.9% and 22.3% for the respective 2014 periods. The increases in home closing revenue generated $4.3 million and $7.2 million in additional gross profit for the quarter and six months ended June 30, 2015, respectively, as compared to prior year, ending the second quarter and six months of 2015 with $114.2 million and $209.7 million in total gross profit, respectively. The 260-basis point decline in gross margin for the second quarter results is due to rising land costs throughout the country, a 32 basis-point decline due to the impact of acquisition accounting adjustments related to closings from Legendary Communities and an additional 30 basis-point decline due to impairment charges in the West Region. In addition, the lower margin East Region made up a larger percentage of our 2015 closings as compared to the prior year given our significant expansion over the past two years. The lower margins generated in the East Region are primarily caused by the Region's composition of new and/or smaller divisions, which are not yet scaled and operating with the same efficiencies as our other divisions. Another contributing factor to our lower 2015 gross margins stem from the softer market conditions Arizona experienced during 2014, which continued to translate to lower margins on closings in the second quarter and year-to-date results of 2015. The same factors that impacted second quarter gross margins were echoed in our six months ended results as compared to the prior year.
While our gross margin did decline year-over-year, we were able to achieve improvements sequentially from the first quarter of 2015. For the three months ended June 30, 2015 we achieved an 80-basis point improvement from 18.5% as reported in the first quarter of 2015, which is attributable to the rising average sales prices, helping to partially offset land and construction cost increases, as well as improved overhead leverage as we closed a larger number of homes in the second quarter versus the first quarter of 2015.
West. Our West Region had our largest declines in home closing gross margin, with 17.4% for the second quarter of 2015 compared to 21.7% in 2014 and 17.8% versus 23.0% for the six-months ended June 30, 2015 and 2014, respectively. The decline year over year is partially the result of the rapid price appreciation in late 2013, particularly in Arizona and California, which drove 2014 gross margins to temporarily-elevated and unusually high levels. Both second quarter and year-to-date margins were impacted by 80 and 40 basis points, respectively, due to impairment charges taken, mainly in a single, long-lived community in Southern Arizona. Increasing land costs throughout the Region and notable market softness in Arizona throughout 2014 also led to margin erosion in this Region. A large percentage of our Arizona closings in the first half of 2015 were from orders received in latter 2014 when soft local market conditions led to lower average sales prices and therefore lower gross margins. While demand in Arizona has picked up and sales prices have stabilized, the impact of land price increases in the West Region will remain as demand for superior land positions has driven up lot prices.
Central. The Central Region reported flat home closing gross margin year over year, with 22.4% in 2015 versus 22.5% in 2014 for the second quarter results. This Region in recent years has provided the least volatile results in gross margin as it has enjoyed a more stable economic environment. Year-to-date margins in this Region also held relatively flat at 21.6% in 2015 versus 21.8% in 2014. We believe our consistent approach to providing desirable homes in sought after community locations contributes to the consistent results of the Central Region.

35


East. The East Region reported decreased gross margins in the second quarter and first six months of 18.7 % and 17.8%, respectively, versus 21.4% and 21.5% in 2014. Gross margin in this Region bears the impact of the 83 and 100-basis point declines related to acquisition accounting adjustments from Legendary Communities for the three and six months ended June 30, 2015, respectively. We anticipate these accounting adjustments to dissipate in the second half of the year. In addition to our new Legendary Communities operations that are not yet fully integrated and scaled to their operations, the East Region is comprised of several other newer and smaller markets which typically generate lower operating margins as overhead leverage is reduced. As we establish ourselves with a solid land pipeline and grow our market share within these new and smaller markets and gain better purchasing power with our subcontractors in these markets, we expect to improve our operating leverage and gross margin.
Financial services profit (in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Financial services profit
$
4,136

 
$
3,617

 
$
7,916

 
$
6,642

Financial services profit represents the net profit of our financial services operations, including the operating profit generated by our wholly-owned title company, Carefree Title, as well as our portion of earnings from a mortgage joint venture. The increase in financial services profit year over year is primarily the result of the increase in home closings.
Selling, General and Administrative Expenses and Other Expenses ($ in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Commissions and Other Sales Costs
 
 
 
 
 
 
 
Dollars
$
45,167

 
$
36,105

 
$
86,779

 
$
67,039

Percent of home closing revenue
7.6
%
 
7.2
%
 
7.8
%
 
7.4
%
General and Administrative Expenses
 
 
 
 
 
 
 
Dollars
27,650

 
$
24,571

 
$
57,300

 
$
46,242

Percent of total closing revenue
4.6
%
 
4.9
%
 
5.1
%
 
5.1
%
Loss from Other Unconsolidated Entities, Net
 
 
 
 
 
 
 
Dollars
$
169

 
$
61

 
$
292

 
$
230

Interest Expense
 
 
 
 
 
 
 
Dollars
$
4,621

 
$
1,396

 
$
7,775

 
$
4,109

Other Income, Net
 
 
 
 
 
 
 
Dollars
136

 
3,749

 
$
551

 
$
4,397

Provision for Income Taxes
 
 
 
 
 
 
 
Dollars
$
12,281

 
$
20,157

 
$
21,178

 
$
34,538

Commissions and Other Sales Costs. Commissions and other sales costs are comprised of internal and external commissions and related sales and marketing expenses such as advertising and sales office costs. These costs increased by $9.1 million and $19.7 million for the three and six months ended June 30, 2015, respectively, versus the respective prior year periods, to 7.6% and 7.8% of home closing revenue in 2015 compared to 7.2% and 7.4% in 2014. The dollar increase relates to increased commission expense attributable to higher closing units and revenue dollars. The 40-basis point increase as a percentage of home closing revenue, both for the three month and six month results reflects increased costs for marketing campaigns as we expand our presence and active community count, as well as an increase in external commissions paid due to an increased percentage of our sales involving external realtors.
General and Administrative Expenses. General and administrative expenses represent corporate and divisional overhead expenses such as salaries and bonuses, occupancy, insurance and travel expenses. These expenses increased to $27.7 million for the three months ended June 30, 2015 compared to $24.6 million in 2014. For the six months ended June 30, 2015, we had $57.3 million in general and administrative expenses as compared to $46.2 million for the same period in 2014. Despite the increase in dollars incurred, as a percentage of total closing revenue for the three months ended June 30, 2015, we experienced a 30-basis-point decline and remained flat at 5.1% for the six months ended June 30, 2015 versus 2014. In the second quarter of 2015, we recognized severance payments as a result of the departure of a senior executive officer in accordance with the terms of his employment agreement of approximately $3.1 million. Nearly all of the severance charges were offset by the timing of incentive compensation expense tied to profit as well as adjustments to estimated earn-out payments. Year-to-date expense was also impacted by increased compensation costs largely driven by accelerated stock-compensation expense of approximately $2.1 million as a result of retirement provision triggers being met for senior executive officers and non-employee directors.

36


2015 results also include divisional overhead costs incurred in our newer markets in Atlanta and Greenville, which had no comparable 2014 costs. We remain focused on cost control and maintaining overhead leverage at both the divisional and corporate levels.
Earnings/(Loss) from Unconsolidated Entities, Net. Loss from unconsolidated entities, net represents our portion of pre-tax earnings/(losses) from non-financial services joint ventures. Included in this amount is both the pass through of earnings/(losses) from the joint venture's most recently available financial statements as well as any accrued expected earnings/(losses) for the periods presented that might not have been reflected in the joint venture's financial statements provided to us. The second quarter and six months ended results for both 2015 and 2014 are consistent year over year with small net losses.
Interest Expense. Interest expense is comprised of interest incurred, but not capitalized, on our senior notes, convertible senior notes and our Credit Facility. During the three months ended June 30, 2015 and June 30, 2014, our non-capitalizable interest expense was $4.6 million and $1.4 million, respectively. For the year-to-date results, our interest expense was $7.8 million and $4.1 million, respectively. The increase in expense year over year is largely the result of increased interest charges associated with intra-period amounts drawn on our Credit Facility during the second quarter of 2015, in addition to the interest expense related to the $200 million of 6.0% Senior Notes issued in June 2015.
Other Income, Net. Other income, net primarily consists of (i) forfeited deposits from potential homebuyers who canceled their purchase contracts with us, (ii) sub lease income, (iii) interest earned on our cash and cash equivalents, and (iv) payments and awards related to legal settlements. The year-over-year decline in Other income, net is reflective of a reduction in sublease income.
Income Taxes. The effective tax rate was 29.7% and 36.5% for the three months ended June 30, 2015 and 2014, respectively, and 31.7% and 36.4% for the six months ended June 30, 2015 and 2014, respectively. Our tax rate has been favorably impacted in both years by the homebuilding manufacturing deduction and in 2015 there was a favorable impact from additional estimated federal energy tax credits related to prior tax years. The 2014 impact from such credits was fully recognized in the fourth quarter of the year. In the second quarter of 2015, there was also a favorable impact from a state tax rate reduction in Texas due to a change in law.


37


Liquidity and Capital Resources
Overview
Our principal uses of capital for the second quarter of 2015 were the paydown of our Credit Facility, acquisition and development of new and strategic lot positions, operating expenses, home construction, and the payment of routine liabilities. We used funds generated by operations, our new debt offering and availability under our Credit Facility to meet our short-term working capital requirements. We remain focused on acquiring desirable land positions, generating positive 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, 2015 and June 30, 2014, net cash used in operations totaled $76.9 million and $170.6 million, respectively. Results from operating cash flows in both 2015 and 2014 benefited from cash generated by the $45.5 million and $60.5 million in net earnings, respectively, offset mainly by the respective increases in real estate of $144.5 million and $229.8 million due to increased land and land development spending.

Investing Cash Flow Activities

During the six months ended June 30, 2015, net cash used in investing activities totaled $8.0 million as compared to net cash provided by investing activities of $17.8 million for the same period in 2014. Cash used in investing activities in 2015 is mainly attributable to the purchases of property and equipment of $7.8 million. Net cash provided by investing activities in the first six months of 2014 primarily related to the net impact of maturities and purchases of investments and securities of $65.4 million and $35.6 million, respectively. Additionally in 2014, investing cash flows were impacted by purchases of property and equipment of $11.9 million.

Financing Cash Flow Activities

During the six months ended June 30, 2015, net cash provided by financing activities totaled $198.7 million as compared to $109.3 million for the same period in 2014. The net cash provided by financing activities in 2015 is primarily the result of proceeds received in connection with our $200 million of 6.0% Senior Notes issued in June 2015. During 2014, the cash provided by financing activities was primarily due to the $110.4 million in net proceeds received from the issuance of common stock in a public offering.

Overview of Cash Management
    
Cash flows for each of our communities depend on their stage of the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, plat and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our inventory and not recognized in our statement of operations until a home closes, we incur significant cash outlays prior to recognition of earnings. In the later stages of a community, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint, we are currently actively acquiring and developing lots in our markets to maintain and grow our lot supply and active community count. We are also using the cash generated by our new debt offering, and our cash on hand and draws under our Credit Facility, as needed, to fund operations in newer markets. As demand for new homes improves and we continue to expand our business, we expect cash outlays for land purchases, land development and home construction will continue to exceed our cash generated by operations in the near term.


38


During the three months ended June 30, 2015, we closed 1,556 homes, purchased about 1,530 lots for $99.1 million, spent $57.2 million on land development, $2.5 million on lot option deposits, and started 2,019 homes. The opportunity to purchase substantially finished lots in desired locations is becoming increasingly more limited and competitive. As a result, we are purchasing more undeveloped land and partially-finished lots than in recent years and subsequently incurring development dollars in order to bring them to a finished status ready for home construction. We exercise strict controls and believe we have a prudent strategy for Company-wide cash management, including those related to cash outlays for land and inventory acquisition and development. We ended the second quarter of 2015 with $217.0 million of cash and cash equivalents, a $113.7 million increase from December 31, 2014, mainly due to the cash received from our new debt issuance as discussed in Note 6 of the accompanying unaudited financial statements. As we have no debt maturities until 2018, we expect to generate cash from the sale of our inventory, but we intend to redeploy that cash to acquire and develop strategic and well-positioned lots to grow our business.

We believe that we currently have strong liquidity. Nevertheless, we may seek additional capital to strengthen our liquidity position, enable us to opportunistically acquire additional land inventory in anticipation of improving market conditions, and/or strengthen our long-term capital structure. Such additional capital may be in the form of equity or debt financing and may be from a variety of sources. There can be no assurances that we would be able to obtain such additional capital on terms acceptable to us, if at all, and such additional equity or debt financing could dilute the interests of our existing stockholders or increase our interest costs. Reference is made to Notes 5 and 6 in the accompanying notes to the unaudited consolidated financial statements.

We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. Debt-to-capital and net debt-to-capital are calculated as follows (dollars in thousands): 
 
 
June 30, 2015
 
December 31, 2014
Notes payable and other borrowings
 
$
1,138,856

 
$
935,208

Stockholders’ equity
 
1,168,338

 
1,109,489

Total capital
 
$
2,307,194

 
$
2,044,697

Debt-to-capital (1)
 
49.4
%
 
45.7
%
Notes payable and other borrowings
 
$
1,138,856

 
$
935,208

Less: cash and cash equivalents
 
(217,021
)
 
(103,333
)
Net debt
 
921,835

 
831,875

Stockholders’ equity
 
1,168,338

 
1,109,489

Total net capital
 
$
2,090,173

 
$
1,941,364

Net debt-to-capital (2)
 
44.1
%
 
42.9
%
 
(1)
Debt-to-capital is computed as senior and convertible senior notes and other borrowings divided by the aggregate of total senior and convertible senior notes 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. The most directly comparable GAAP financial measure is the ratio of debt to total capital. We believe the ratio of net debt-to-capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing.



39


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 $670.3 million (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, 2015. Our actual financial covenant calculations as of June 30, 2015 are reflected in the table below.
Financial Covenant (dollars in thousands):
Covenant Requirement
 
Actual
Minimum Tangible Net Worth
>$753,132
 
$1,119,685
Leverage Ratio
<60%
 
41%
Interest Coverage Ratio (1)
>1.50
 
4.22
Minimum Liquidity (1)
>$61,544
 
$699,430
Investments other than defined permitted investments
<$335,906
 
$10,303

(1)    We are required to meet either the Interest Coverage Ratio or Minimum Liquidity, but not both.
Off-Balance Sheet Arrangements
Reference is made to Notes 1, 3, 4, and 15 in the accompanying Notes to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. These Notes discuss our off-balance sheet arrangements with respect to land acquisition contracts and option agreements, and land development joint ventures, including the nature and amounts of financial obligations relating to these items. In addition, these Notes discuss the nature and amounts of certain types of commitments that arise in connection with the ordinary course of our land development and homebuilding operations, including commitments of land development joint ventures for which we might be obligated.
Seasonality
Historically, we have experienced seasonal variations in our quarterly operating results and capital requirements. We typically take orders for more homes in the first half of the fiscal year than in the second half, which creates additional working capital requirements in the second and third quarters to build our inventories to satisfy seasonally higher deliveries in the second half of the year. We expect this seasonal pattern to continue over the long term.
Recently Issued Accounting Pronouncements
See Note 1 to our unaudited consolidated financial statements included in this report for discussion of recently-issued accounting standards.

40


Item 3.     Quantitative and Qualitative Disclosures About Market Risk    
Our fixed rate debt is made up primarily of $175.0 million in principal of our 4.50% senior notes, $300.0 million in principal of our 7.15% senior notes, $300.0 million in principal of our 7.00% senior notes, $200.0 million in principal of our 6.00% senior notes and $126.5 million in principal of our 1.875% convertible senior notes. Except in limited circumstances, or upon the occurrence of specific trigger events for our convertible notes, we do not have an obligation to prepay our fixed-rate debt prior to maturity and, as a result, interest rate risk and changes in fair value should not have a significant impact on our fixed rate borrowings until we would be required to repay such debt. Our Credit Facility is subject to interest rate changes as the borrowing rates are based on LIBOR or PRIME (see Note 5 in the accompanying notes to the unaudited consolidated financial statements included in this Form 10-Q). During the second quarter of 2015, we had maximum borrowings under the Credit facility of $110.0 million, all of which was repaid at June 30, 2015.
Our operations are interest rate sensitive. As overall housing demand is adversely affected by increases in interest rates, a significant increase in mortgage interest rates may negatively affect the ability of homebuyers to secure adequate financing. Higher interest rates could adversely affect our revenues, gross margins and net income and would also increase our variable rate borrowing costs. We do not enter into, or intend to enter into, derivative financial instruments for trading or speculative purposes.

Item 4.
Controls and Procedures
In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have developed and implemented disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on such evaluation, management has concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information that is required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
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.


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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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 not any pending legal or warranty matters that could have a material adverse impact upon our consolidated financial condition, results of operations or cash flows that have not been sufficiently reserved.

Joint Venture Litigation

Since 2008, we have been involved in litigation initiated by the lender group for a large Nevada-based land acquisition and unconsolidated development joint venture in which the lenders were seeking damages in two separate actions on the basis of enforcement of completion guarantees and other related claims (JP Morgan Chase Bank, N.A. v. KB HOME Nevada, et al., U.S. District Court, District of Nevada (Case No. 08-CV-01711 PMP Consolidated)). Our interest in this joint venture is comparatively small, totaling 3.53%, but we have vigorously defended and otherwise sought resolution of these actions. We are the only builder joint venture partner to have fully performed its obligations with respect to takedowns of lots from the joint venture, having completed our first takedown in April 2007 and having tendered full performance of our second and final takedown in April 2008. The joint venture and the lender group rejected our tender of performance for our second and final takedown, and we contend, among other things, that the rejection by the joint venture and the lender group of our tender of full performance was wrongful and constituted a breach of contract and should release us of liability with respect to the takedown and extinguish or greatly reduce our exposure under all guarantees. Pursuant to the lenders’ request and stipulation of the parties, on January 23, 2012, the Court dismissed without prejudice all of the lenders’ claims against Meritage in this consolidated lawsuit.
    
On December 9, 2010, three of the lenders filed a petition seeking to place the venture into an involuntary bankruptcy (JP Morgan Chase Bank, N.A. v. South Edge, LLC (Case No. 10-32968-bam)). On June 6, 2011, we received a demand letter from the lenders requesting full payment of $13.2 million the lenders claimed to be owed under the springing repayment guarantee, including past-due interest and penalties. The lenders claim that the involuntary bankruptcy filed by three of the co-lenders triggered the springing repayment guarantee. We do not believe the lenders have an enforceable position associated with their $13.2 million claim and do not believe we should be required to pay such amount because, among other reasons, the lenders breached their contract with us by refusing to accept the April 2008 tender of our performance and by refusing to release their lien in connection with our second and final takedown in this project and we do not believe the repayment guarantee was triggered by the lenders’ filing of the involuntary bankruptcy. As a result, on August 19, 2011, we filed a lawsuit against JP Morgan Chase Bank, NA (“JP Morgan”) in the Court of Common Pleas in Franklin County, Ohio (Case No. 11CVH0810353) regarding the repayment guarantee. In reaction to that lawsuit, on August 25, 2011, JP Morgan filed a lawsuit against us in the US District Court of Nevada, which is currently being prosecuted in the name of JP Morgan's agent, ISG Insolvency Group, Inc. regarding most of the same issues addressed in the Ohio litigation (Case No. 2: 11-CV-01364- PMP). The Ohio and Nevada actions have been consolidated into a single action. On October 26, 2011, the Bankruptcy Court approved a plan pursuant to which (i) the lenders have received all payments to which they are entitled, (ii) the project has been conveyed to Inspirada Builders, LLC, which is an entity owned by four of the co-venturers in the South Edge entity (KB Home, Toll Brothers, Pardee Homes and Beazer Homes), and (iii) the four co-venturer builders claim to have succeeded to the lenders’ repayment guarantee claim against Meritage.

On September 4, 2012, the Court ruled on a motion for summary judgment that JP Morgan has standing to pursue its repayment guarantee claims against Meritage, and that Meritage was liable thereunder to JP Morgan and that the parties should be permitted to conduct discovery with respect to the amount of damages to which JP Morgan is entitled under the repayment guarantee. Following limited discovery, JP Morgan filed a motion for summary judgment with respect to damages, and on June 17, 2013 the Court granted the motion, ruling that Meritage owes JP Morgan $15,053,857. Later, on July 8, 2013, the Court entered Judgment in favor of JP Morgan in the amount of $15,753,344, which included an additional $699,487 for prejudgment interest that accrued between December 6, 2012 and the date of the judgment. We immediately appealed the Court's rulings, and on July 17, 2013 posted a supersedeas bond in the amount of $16,050,604 staying enforcement of the Judgment. Pursuant to a stipulation between the parties, the bond amount included the amount of the judgment and additional sums for a potential award of post-judgment interest and attorneys' fees on appeal. On February 14, 2014, the Court awarded JP Morgan an additional $877,241 for pre-judgment attorneys’ fees. Meritage has appealed this judgment as well, and per stipulation of the

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parties, has posted an amended bond in the total amount of $16,930,477 covering both judgments. We disagree with many of the conclusions and findings contained in the Court's order and have appealed the ruling, which appeal is currently pending.
In addition, we believe that the four co-venturers in the South Edge entity (KB Home, Toll Brothers, Pardee Homes and Beazer Homes) are liable to Meritage for any amounts that Meritage may ultimately be required to pay under the repayment guarantee, and we have filed claims against those builders to, among other things, recover from them any such amounts.

In March 2012, Inspirada Builders, LLC (an entity owned by the above named four co-venturers), as Estate Representative of bankrupt South Edge, LLC (the original joint venture), filed demand for arbitration in the United States Bankruptcy Court in the District of Nevada against Meritage Homes of Nevada, Inc. There were two main demands against us contained in this filing. The first is a demand for $13.5 million, relating to alleged breaches of the Operating Agreement of South Edge, LLC, for not paying the amount Meritage fully tendered but South Edge (at the direction of, or as a result of acts of or the failure to perform by, the above-named co-venture members) rejected in 2008. The second demand was for $9.8 million relating to our supposed pro rata share of alleged future infrastructure improvement costs to be incurred by Inspirada Builders, LLC, which is the new owner of the project, having purchased it through bankruptcy proceedings. The second demand was dismissed on June 27, 2013. The $13.5 million claim identified above represents the same alleged obligation that is the subject of the pending repayment guarantee litigation between us and JP Morgan that is described above. Meritage has filed a response to Inspirada Builders' arbitration claims denying liability and we have asserted cross-claims against the four above-named co-venture builders for breach of contract, breach of the implied covenant of good faith and fair dealing, and indemnity. The balance of the parties' arbitration claims are currently pending, but pursuant to a stipulation of the parties they have been stayed pending resolution of our pending appeal of the Court's rulings in favor of JP Morgan in the federal court action. We do not believe there is any additional exposure to us related to this arbitration claim beyond that already disclosed and discussed in this Legal Proceedings section.
Item 1A. Risk Factors     
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially adversely affect our business, financial condition and/or operating results.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities:
We did not acquire any of our own equity securities during the three months ended June 30, 2015.
We have never declared cash dividends, nor do we intend to declare cash dividends in the foreseeable future. We plan to retain our cash to finance the continuing development of the business. Future cash dividends, if any, will depend upon financial condition, results of operations, capital requirements, compliance with certain restrictive debt covenants, as well as other factors considered relevant by our Board of Directors.


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Item 6. Exhibits
Exhibit
Number
Description
Page or Method of Filing
3.1

Restated Articles of Incorporation of Meritage Homes Corporation
Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002.
 
 
 
3.1.1

Amendment to Articles of Incorporation of Meritage Homes Corporation
Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004.
 
 
 
3.1.2

Amendment to Articles of Incorporation of Meritage Homes Corporation
Incorporated by reference to Appendix A of the Proxy Statement for the 2006 Annual Meeting of Stockholders.
 
 
 
3.1.3

Amendment to Articles of Incorporation of Meritage Homes Corporation
Incorporated by reference to Appendix B of Proxy Statement for the 2008 Annual Meeting of Stockholders.
 
 
 
3.1.4

Amendment to Articles of Incorporation of Meritage Homes Corporation
Incorporated by reference to Appendix A of the Definitive Proxy Statement filed with the Securities and Exchange Commission on January 9, 2009.
 
 
 
3.2

Amended and Restated Bylaws of Meritage Homes Corporation
Incorporated by reference to Exhibit 3.1 of Form 8-K dated November 24, 2014.
 
 
 
4.1

Indenture for 6.00% Senior Notes due 2025, and Form of Note
Incorporated by reference to Exhibit 4.1 of Form 8-K dated June 2, 2015.
 
 
 
10.1

First Amendment to Amended and Restated Credit Agreement
Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 9, 2015.
 
 
 
31.1

Rule 13a-14(a)/15d-14(a) Certification of Steven J. Hilton, Chief Executive Officer
Filed herewith.
 
 
 
31.2

Rule 13a-14(a)/15d-14(a) Certification of Larry W. Seay, Chief Financial Officer
Filed herewith.
 
 
 
32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
Filed herewith.
 
 
 
101.0

The following financial statements from Meritage Homes Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, were formatted in XBRL (Extensible Business Reporting Language); (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) the Notes to Unaudited Consolidated Financial Statements.


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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, this 31st day of July 2015.
 
 
 
 
 
 
MERITAGE HOMES CORPORATION,
a Maryland Corporation
 
 
 
By:
/s/ LARRY W. SEAY
 
 
 
Larry W. Seay
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
 

INDEX OF EXHIBITS     
3.1
 
Restated Articles of Incorporation of Meritage Homes Corporation
 
 
 
3.1.1
 
Amendment to Articles of Incorporation of Meritage Homes Corporation
 
 
 
3.1.2
 
Amendment to Articles of Incorporation of Meritage Homes Corporation
 
 
 
3.1.3
 
Amendment to Articles of Incorporation of Meritage Homes Corporation
 
 
 
3.1.4
 
Amendment to Articles of Incorporation of Meritage Homes Corporation
 
 
 
3.2
 
Amended and Restated Bylaws of Meritage Homes Corporation
 
 
 
4.1
 
Indenture for 6.00% Senior Notes due 2025, and Form of Note
 
 
 
10.1
 
First Amendment to Amended and Restated Credit Agreement
 
 
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Steven J. Hilton, Chief Executive Officer
 
 
 
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Larry W. Seay, Chief Financial Officer
 
 
 
32.1
 
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
 
 
 
101
 
The following financial statements from Meritage Homes Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, were formatted in XBRL (Extensible Business Reporting Language); (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Income Statements, (iii) Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements.


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