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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 10-Q 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
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
 mth-20210630_g1.jpg
Meritage Homes Corporation
(Exact Name of Registrant as Specified in its Charter)
Maryland 86-0611231
(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)
8800 E. Raintree Drive, Suite 300, Scottsdale, Arizona 85260
(Address of Principal Executive Offices) (Zip Code)
(480) 515-8100
(Registrant’s telephone number, including area code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $.01 par valueMTHNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   No  
Indicate by a checkmark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by a checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Common shares outstanding as of July 26, 2021: 37,646,856



MERITAGE HOMES CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021
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, 2021December 31, 2020
Assets
Cash and cash equivalents$684,374 $745,621 
Other receivables131,104 98,573 
Real estate3,251,787 2,778,039 
Deposits on real estate under option or contract74,397 59,534 
Investments in unconsolidated entities3,943 4,350 
Property and equipment, net36,224 38,933 
Deferred tax assets, net33,502 36,040 
Prepaids, other assets and goodwill106,222 103,308 
Total assets$4,321,553 $3,864,398 
Liabilities
Accounts payable$215,221 $175,250 
Accrued liabilities282,762 296,121 
Home sale deposits33,958 25,074 
Loans payable and other borrowings19,534 23,094 
Senior notes, net1,141,934 996,991 
Total liabilities1,693,409 1,516,530 
Stockholders’ Equity
Preferred stock, par value $0.01. Authorized 10,000,000 shares; none issued and outstanding at June 30, 2021 and December 31, 2020
  
Common stock, par value $0.01. Authorized 125,000,000 shares; 37,646,856 and 37,512,127 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively
376 375 
Additional paid-in capital436,805 455,762 
Retained earnings2,190,963 1,891,731 
Total stockholders’ equity2,628,144 2,347,868 
Total liabilities and stockholders’ equity$4,321,553 $3,864,398 
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,
 2021202020212020
Homebuilding:
Home closing revenue$1,264,643 $1,031,591 $2,344,625 $1,922,008 
Land closing revenue12,956 1,488 16,755 12,084 
Total closing revenue1,277,599 1,033,079 2,361,380 1,934,092 
Cost of home closings(919,342)(810,895)(1,732,669)(1,522,952)
Cost of land closings(13,288)(2,936)(16,540)(13,149)
Total cost of closings(932,630)(813,831)(1,749,209)(1,536,101)
Home closing gross profit345,301 220,696 611,956 399,056 
Land closing gross (loss)/profit(332)(1,448)215 (1,065)
Total closing gross profit344,969 219,248 612,171 397,991 
Financial Services:
Revenue5,665 4,478 10,416 8,390 
Expense(2,367)(1,758)(4,538)(3,493)
Earnings from financial services unconsolidated entities and other, net
1,317 1,069 2,497 1,730 
Financial services profit4,615 3,789 8,375 6,627 
Commissions and other sales costs(73,889)(70,408)(141,633)(131,581)
General and administrative expenses(43,156)(36,176)(81,105)(70,346)
Interest expense(77)(2,105)(167)(2,121)
Other income, net1,377 1,514 2,175 2,125 
Loss on early extinguishment of debt(18,188) (18,188) 
Earnings before income taxes215,651 115,862 381,628 202,695 
Provision for income taxes(48,262)(25,184)(82,396)(40,865)
Net earnings$167,389 $90,678 $299,232 $161,830 
Earnings per common share:
Basic$4.43 $2.41 $7.93 $4.28 
Diluted$4.36 $2.38 $7.80 $4.20 
Weighted average number of shares:
Basic37,818 37,599 37,731 37,842 
Diluted38,377 38,169 38,357 38,512 

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,
 20212020
Cash flows from operating activities:
Net earnings$299,232 $161,830 
Adjustments to reconcile net earnings to net cash (used in)/provided by operating activities:
Depreciation and amortization13,414 14,551 
Stock-based compensation8,590 9,594 
Loss on early extinguishment of debt18,188  
Equity in earnings from unconsolidated entities (1,807)(1,691)
Distributions of earnings from unconsolidated entities2,215 1,491 
Other2,266 2,548 
Changes in assets and liabilities:
(Increase)/decrease in real estate(469,733)9,655 
(Increase)/decrease in deposits on real estate under option or contract(14,863)2,225 
(Increase)/decrease in other receivables, prepaids and other assets(36,390)3,469 
Increase in accounts payable and accrued liabilities26,532 34,772 
Increase/(decrease) in home sale deposits8,884 (999)
Net cash (used in)/provided by operating activities(143,472)237,445 
Cash flows from investing activities:
Investments in unconsolidated entities(1)(3)
Distributions of capital from unconsolidated entities 1,000 
Purchases of property and equipment(10,970)(10,343)
Proceeds from sales of property and equipment292 259 
Maturities/sales of investments and securities2,697 632 
Payments to purchase investments and securities(2,697)(632)
Net cash used in investing activities(10,679)(9,087)
Cash flows from financing activities:
Repayment of loans payable and other borrowings(5,758)(2,389)
Repayment of senior notes(317,690) 
Proceeds from issuance of senior notes450,000  
Payment of debt issuance costs(6,102) 
Repurchase of shares(27,546)(60,813)
Net cash provided by/(used in) financing activities92,904 (63,202)
Net (decrease)/increase in cash and cash equivalents(61,247)165,156 
Cash and cash equivalents, beginning of period745,621 319,466 
Cash and cash equivalents, end of period$684,374 $484,622 
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 homes. We primarily build in historically high-growth regions of the United States and offer a variety of homes that are designed for the entry-level and first move-up buyers. We have homebuilding operations in three regions: West, Central and East, which are comprised of nine states: Arizona, California, Colorado, Texas, Florida, Georgia, North Carolina, South Carolina and Tennessee. We also operate a financial services reporting segment. In this segment, we offer title and escrow, mortgage, and insurance services. Carefree Title Agency, Inc. ("Carefree Title"), our wholly-owned title company, provides title insurance and closing/settlement services to our homebuyers. Managing our own title operations allows us greater control over the entire escrow and closing cycles in addition to generating additional revenue. Meritage Homes Insurance Agency, Inc. (“Meritage Insurance"), our wholly-owned insurance broker, works in collaboration with insurance companies nationwide to offer homeowners insurance and other insurance products to our homebuyers. Our financial services operations also provide mortgage services to our homebuyers through an unconsolidated joint venture.
We commenced our homebuilding operations in 1985 through our predecessor company known as Monterey Homes. Meritage Homes Corporation was incorporated in the state of Maryland in 1988 under the name of Homeplex Mortgage Investments Corporation and merged with Monterey Homes in 1996, at which time our name was changed to Monterey Homes Corporation and later ultimately to Meritage Homes Corporation. Since that time, we have engaged in homebuilding and related activities and ceased to operate as a real estate investment trust. Meritage Homes Corporation operates as a holding company and has no independent assets or operations. Its homebuilding construction, development and sales activities are conducted through its subsidiaries. Our homebuilding activities are conducted under the name of Meritage Homes in each of our homebuilding markets. At June 30, 2021, we were actively selling homes in 226 communities, with base prices ranging from approximately $229,000 to $869,000.
Basis of Presentation. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020. The unaudited consolidated financial statements include the accounts of Meritage Homes Corporation and those of our consolidated subsidiaries, partnerships and other entities in which we have a controlling financial interest, and of variable interest entities (see Note 3) in which we are deemed the primary beneficiary (collectively, “us”, “we”, “our” and “the Company”). Intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full fiscal year.
Cash and Cash Equivalents. Liquid investments with an initial maturity of three months or less are classified as cash equivalents. Amounts in transit from title companies or closing agents for home closings of approximately $77.0 million and $61.3 million are included in cash and cash equivalents at June 30, 2021 and December 31, 2020, respectively.
Real Estate. Real estate is stated at cost unless the community or land is determined to be impaired, at which point the inventory is written down to fair value as required by Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment (“ASC 360-10”). Inventory includes the costs of land acquisition, land development, home construction, capitalized interest, real estate taxes, and capitalized direct overhead costs incurred during development, less impairments, if any. Land and development costs are typically allocated and transferred to homes when home construction begins. Home construction costs are accumulated on a per-home basis, while selling and marketing costs are expensed as incurred. Cost of home closings includes the specific construction costs of the home and all related allocated land acquisition, land development and other common costs (both incurred and estimated to be incurred) that are allocated based upon the total number of homes expected to be closed in each community or phase. Any changes to the estimated total development costs of a community or phase are allocated to the remaining homes in that community or phase. When a home closes, we may have incurred costs for goods and services that have not yet been paid. An accrued liability to capture such obligations is recorded in connection with the home closing and charged directly to cost of sales.
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We rely on certain estimates to determine our construction and land development costs. Construction and land costs are comprised of direct and allocated costs, including estimated future costs. In determining these costs, we compile project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. Actual results can differ from budgeted amounts for various reasons, including construction and weather delays, labor or material shortages, slower absorptions, increases in costs that have not yet been committed, changes in governmental requirements, or other unanticipated issues or delays encountered during construction and development and other factors beyond our control. To address uncertainty in these budgets, we assess, update and revise project budgets on a regular basis, utilizing the most current information available to estimate home construction and land development costs.
Typically, a community's life cycle ranges from three to five years, commencing with the acquisition of the land, continuing through the land development phase, if applicable, and concluding with the sale, construction and closing of the homes. Actual community lives will vary based on the size of the community, the 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 significantly shorter.
All of our land inventory and related real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP. Impairment charges are recorded to write down an asset to its estimated fair value 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 exists. If an asset is deemed to be impaired, the impairment recognized is measured as the amount by which the asset's carrying amount exceeds its fair value. The impairment of a community is allocated to each lot on a straight-line basis.
Deposits. Deposits paid related to land option and purchase contracts are recorded and classified as Deposits on real estate under option or contract until the related land is purchased. Deposits are reclassified as a component of real estate inventory at the time the deposit is used to offset the acquisition price of the 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 any nonrefundable deposits and any ancillary capitalized costs. Our Deposits on real estate under option or contract were $74.4 million and $59.5 million as of June 30, 2021 and December 31, 2020, respectively.
Goodwill. In accordance with ASC 350, Intangibles, Goodwill and Other ("ASC 350"), we analyze goodwill on an annual basis (or whenever indication of impairment exists) through a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test. ASC 350 states that an entity may assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. Such qualitative factors include: (1) macroeconomic conditions, such as a deterioration in general economic conditions, (2) industry and market considerations such as deterioration in the environment in which the entity operates, (3) cost factors such as increases in raw materials, labor costs, etc., and (4) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings. If the qualitative analysis determines that additional impairment testing is required, a two-step impairment test in accordance with ASC 350 would be initiated. We continually evaluate our qualitative inputs to assess whether events and circumstances have occurred that indicate the goodwill balance may not be recoverable. See Note 9 for additional information on our goodwill assets.
Leases. We lease certain office space and equipment for use in our operations. We assess each of these contracts to determine whether the arrangement contains a lease as defined by ASC 842, Leases ("ASC 842"). In order to meet the definition of a lease under ASC 842, the contractual arrangement must convey to us the right to control the use of an identifiable asset for a period of time in exchange for consideration. Leases that meet the criteria of ASC 842 are recorded on our unaudited consolidated balance sheets as right-of-use ("ROU") assets and lease liabilities. ROU assets are classified within Prepaids, other assets and goodwill on our unaudited consolidated balance sheets, while lease liabilities are classified within Accrued liabilities on our unaudited consolidated balance sheets.
The table below outlines our ROU assets and lease liabilities (in thousands):
As of
June 30, 2021December 31, 2020
ROU assets$18,546 $21,624 
Lease liabilities24,439 28,254 
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Off-Balance Sheet Arrangements - Joint Ventures. We may participate in land development joint ventures as a means of accessing larger parcels of land and lot positions, expanding our market opportunities, managing our risk profile, optimizing deal structure for the impacted parties and leveraging our capital base, although our participation in such ventures is currently very limited. See Note 4 for additional discussion of our investments in unconsolidated entities.
Off-Balance Sheet Arrangements - Other. In the normal course of business, we may acquire lots from various development entities pursuant to 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 these off-balance sheet arrangements.
Surety Bonds and Letters of Credit. We provide surety bonds or letters of credit in support of our obligations relating to the development of our projects and other corporate purposes in lieu of cash deposits. The amount of these obligations outstanding at any time varies depending on the stage and level of our development activities. Bonds are generally not wholly released until all development activities under the bond are complete. In the event a bond or letter of credit is drawn upon, we would be obligated to reimburse the issuer for any amounts advanced under the bond or letter of credit. We believe it is unlikely that any significant amounts of these bonds or letters of credit will be drawn upon.
The table below outlines our surety bond and letter of credit obligations (in thousands):
As of
 June 30, 2021December 31, 2020
 OutstandingEstimated work
remaining to
complete
OutstandingEstimated work
remaining to
complete
Sureties:
Sureties related to owned projects and lots under contract$612,942 $326,213 $478,788 $216,708 
Total Sureties$612,942 $326,213 $478,788 $216,708 
Letters of Credit (“LOCs”):
LOCs for land development70,745 N/A93,661 N/A
LOCs for general corporate operations3,375 N/A3,750 N/A
Total LOCs$74,120 N/A$97,411 N/A

Accrued Liabilities. Accrued liabilities at June 30, 2021 and December 31, 2020 consisted of the following (in thousands):
As of
 June 30, 2021December 31, 2020
Accruals related to real estate development and construction activities$106,766 $92,701 
Payroll and other benefits68,150 88,337 
Accrued interest7,280 8,457 
Accrued taxes29,695 34,373 
Warranty reserves25,065 23,743 
Lease liabilities24,439 28,254 
Other accruals21,367 20,256 
Total$282,762 $296,121 

Warranty Reserves. We provide home purchasers with limited warranties against certain building defects and we have certain obligations related to those post-construction warranties for closed homes. The specific terms and conditions of these limited warranties vary by state, but overall the nature of the warranties include a complete workmanship and materials warranty for the first year after the close of the home, a major mechanical warranty for two years after the close of the home and a structural warranty that typically extends up to 10 years after the close of the home. With the assistance of an actuary, we have estimated the reserves for the structural warranty based on the number of homes still under warranty and our historical data and trends for our communities. We may use industry data with respect to similar product types and geographic areas in markets where our experience is incomplete to draw a meaningful conclusion. We regularly review our warranty reserves and
8


adjust them, as necessary, to reflect changes in trends as information becomes available. Based on such reviews of warranty costs incurred, we did not adjust the warranty reserve balance in the three or six months ended June 30, 2021 or 2020. Included in the warranty reserve balances at June 30, 2021 and December 31, 2020 reflected in the table below are case-specific reserves for a warranty matter related to alleged stucco defects in certain Florida homes we constructed between 2006 and 2016 and water drainage issues in a single community in Florida. See Note 15 for additional information regarding these case-specific reserves.
A summary of changes in our warranty reserves follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
Balance, beginning of period$23,767 $22,090 $23,743 $22,015 
Additions to reserve from new home deliveries4,514 4,218 8,324 8,028 
Warranty claims(3,216)(4,730)(7,002)(8,465)
Adjustments to pre-existing reserves    
Balance, end of period$25,065 $21,578 $25,065 $21,578 
Warranty reserves are included in Accrued liabilities on the accompanying unaudited consolidated balance sheets, and additions and adjustments to the reserves are included in Cost of home closings within the accompanying unaudited consolidated income statements. These reserves are intended to cover costs associated with our contractual and statutory warranty obligations, which include, among other items, claims involving defective workmanship and materials, as discussed previously. We believe that our total reserves, coupled with our contractual relationships and rights with our trades and the insurance we and our trades maintain, are sufficient to cover our general warranty obligations. However, as unanticipated changes in legal, weather, environmental or other conditions could have an impact on our actual warranty costs, future costs could differ significantly from our estimates.
Revenue Recognition. In accordance with ASC 606, Revenue from Contracts with Customers, we apply the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) we satisfy the performance obligations. The performance obligations and subsequent revenue recognition for our three sources of revenue are outlined below:
Revenue from closings of residential real estate is recognized when closings have occurred, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.
Revenue from land sales is recognized when a significant down payment is received, title passes, and collectability of the receivable, if any, is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.
Revenue from financial services is recognized when closings have occurred and all financial services have been rendered, which is generally upon the close of escrow.
Home closing and land sale revenue expected to be recognized in any future year related to remaining performance obligations (if any) and the associated contract liabilities expected to be recognized as revenue, excluding revenue pertaining to contracts that have an original expected duration of one year or less, is not material. Revenue from financial services includes estimated future insurance policy renewal commissions as our performance obligations are satisfied upon issuance of the initial policy with a third party broker. The related contract assets for these estimated future renewal commissions are not material at June 30, 2021 and December 31, 2020. Our three sources of revenue are disaggregated by type in the accompanying unaudited consolidated income statements.
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Recent Accounting Pronouncements.
In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies the accounting for income taxes by eliminating certain exceptions within Accounting Standards Codification Topic 740, Income Taxes, and clarifying other areas of existing guidance. ASU 2019-12 was effective for us on January 1, 2021, and the adoption did not have a material impact on our financial statements or financial statement disclosures.

NOTE 2 — REAL ESTATE AND CAPITALIZED INTEREST
Real estate consists of the following (in thousands):
As of
June 30, 2021December 31, 2020
Homes under contract under construction (1)
$1,069,511 $873,365 
Unsold homes, completed and under construction (1)
353,047 357,861 
Model homes (1)
73,846 82,502 
Finished home sites and home sites under development (2) (3)
1,755,383 1,464,311 
Total$3,251,787 $2,778,039 

(1)Includes the allocated land and land development costs associated with each lot for these homes.
(2)Includes raw land, land held for development and land held for sale, less impairments, if any. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that we plan to build out over several years. We do not capitalize interest for inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred.
(3)Includes land held for sale of $29.9 million and $72.7 million as of June 30, 2021 and December 31, 2020, respectively.
Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred to applicable qualifying assets in connection with our real estate development and construction activities. Capitalized interest is allocated to active real estate when incurred and charged to 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,
 2021202020212020
Capitalized interest, beginning of period$57,540 $78,162 $58,940 $82,014 
Interest incurred16,321 17,550 32,413 34,085 
Interest expensed(77)(2,105)(167)(2,121)
Interest amortized to cost of home and land closings(17,074)(20,725)(34,476)(41,096)
Capitalized interest, end of period$56,710 $72,882 $56,710 $72,882 

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NOTE 3 — VARIABLE INTEREST ENTITIES AND CONSOLIDATED REAL ESTATE NOT OWNED
We enter into purchase and option agreements for land or lots as part of the normal course of business. These purchase and option agreements enable us to acquire properties at one or multiple future dates at pre-determined prices. We believe these acquisition structures reduce our financial risk associated with land acquisitions and allow us to better leverage our balance sheet. In accordance with ASC 810, Consolidation, we evaluate all purchase and option agreements for land to determine whether they are a variable interest entity ("VIE"), and if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are the primary beneficiary we are required to consolidate the VIE in our financial statements and reflect such assets and liabilities as Real estate not owned. As a result of our analyses, we determined that as of June 30, 2021 and December 31, 2020, we were not the primary beneficiary of any VIEs from which we have acquired rights to land or lots under option contracts.
The table below presents a summary of our lots under option at June 30, 2021 (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 — non-refundable deposits, committed (1)
8,901 469,798 38,094 
Purchase contracts — non-refundable deposits, committed (1)
11,871 359,331 28,600 
Purchase and option contracts —refundable deposits, committed2,650 89,326 886 
Total committed 23,422 918,455 67,580 
Purchase and option contracts — refundable deposits, uncommitted (2)
27,311 733,026 6,817 
Total lots under contract or option50,733 $1,651,481 $74,397 
Total purchase and option contracts not recorded on balance sheet (3)
50,733 $1,651,481 $74,397 (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 unaudited consolidated balance sheets as Real estate not owned (if any), none of our purchase or option contracts require us to purchase lots.
(4)Amount is reflected on our unaudited consolidated balance sheets in Deposits on real estate under option or contract as of June 30, 2021.
Generally, our options to purchase lots remain effective so long as we purchase a pre-established minimum number of lots each month or quarter, as determined by the respective agreement. Although the pre-established number is typically structured to approximate our expected rate of home construction starts, during a weakened homebuilding market, we may purchase lots at an absorption level that exceeds our sales and home starts pace needed to meet the pre-established minimum number of lots or restructure our original contract to terms that more accurately reflect our revised orders pace expectations. During a strong homebuilding market, we may accelerate our pre-established minimum purchases if allowed by the contract.

NOTE 4 - INVESTMENTS IN UNCONSOLIDATED ENTITIES
We may enter into joint ventures as a means of accessing larger parcels of land, expanding our market opportunities, managing our risk profile, optimizing deal structure for the impacted parties and leveraging our capital base. While purchasing land through a joint venture can be beneficial, currently we do not view joint ventures as critical to the success of our homebuilding operations. Our joint venture partners are generally other homebuilders, land sellers or other real estate investors. We generally do not have a controlling interest in these ventures, which means our joint venture partners could cause the venture to take actions we disagree with or fail to take actions we believe should be undertaken, including the sale of the underlying property to repay debt or recoup all or part of the partners' investments. Based on the structure of each joint venture, it may or may not be consolidated into our results. As of June 30, 2021, we had one active equity-method land joint venture with limited operations.
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As of June 30, 2021, we also participated in one mortgage joint venture, which is engaged in mortgage activities and primarily provides services to our homebuyers. Our investment in this mortgage joint venture as of June 30, 2021 and December 31, 2020 was $0.7 million and $1.0 million, respectively.

Summarized condensed combined financial information related to unconsolidated joint ventures that are accounted for using the equity method was as follows (in thousands):
As of
June 30, 2021December 31, 2020
Assets:
Cash
$3,949 $4,656 
Real estate
5,729 5,745 
Other assets
4,524 5,118 
Total assets$14,202 $15,519 
Liabilities and equity:
Accounts payable and other liabilities$4,525 $5,588 
Equity of:
Meritage (1)
5,195 5,330 
Other4,482 4,601 
Total liabilities and equity$14,202 $15,519 
 
 Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
Revenue$10,108 $10,550 $19,103 $17,273 
Costs and expenses(8,404)(7,944)(16,529)(13,807)
Net earnings of unconsolidated entities$1,704 $2,606 $2,574 $3,466 
Meritage’s share of pre-tax earnings (1) (2)
$1,057 $1,048 $1,807 $1,735 

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

NOTE 5 — LOANS PAYABLE AND OTHER BORROWINGS
Loans payable and other borrowings consist of the following (in thousands):
As of
June 30, 2021December 31, 2020
Other borrowings, real estate notes payable (1)
$19,534 $23,094 
$780.0 million unsecured revolving credit facility with interest approximating LIBOR (approximately 0.10% at June 30, 2021) plus 1.375% or Prime (3.25% at June 30, 2021) plus 0.375%
  
Total$19,534 $23,094 
(1)Reflects balance of non-recourse notes payable in connection with land purchases.
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The Company entered into an amended and restated unsecured revolving credit facility ("Credit Facility") in 2014 that has been amended from time to time. In December 2020, the Credit Facility was amended to extend the maturity date to December 22, 2025 and provide for the replacement of LIBOR in the event such reference rate is no longer available. The Credit Facility's aggregate commitment is $780.0 million with an accordion feature permitting the size of the facility to increase to a maximum of $880.0 million, subject to certain conditions, including the availability of additional bank commitments. Borrowings under the Credit Facility are unsecured, but availability is subject to, among other things, a borrowing base. The Credit Facility also contains certain financial covenants, including (a) a minimum tangible net worth requirement of $1.5 billion (which amount is subject to increase over time based on subsequent earnings and proceeds from equity offerings), and (b) a maximum leverage covenant that prohibits the leverage ratio (as defined therein) from exceeding 60%. In addition, we are required to maintain either (i) an interest coverage ratio (EBITDA to interest expense, as defined therein) of at least 1.50 to 1.00 or (ii) liquidity (as defined therein) of an amount not less than our consolidated interest incurred during the trailing 12 months. We were in compliance with all Credit Facility covenants as of June 30, 2021.
We had no outstanding borrowings under the Credit Facility as of June 30, 2021 and December 31, 2020. There were no borrowings or repayments during the three and six months ended June 30, 2021. During the first quarter of 2020 we borrowed $500.0 million on our Credit Facility in connection with the perceived potential instability of the financial markets around the COVID-19 pandemic, which we repaid in full during the second quarter of 2020. As of June 30, 2021, we had outstanding letters of credit issued under the Credit Facility totaling $74.1 million, leaving $705.9 million available under the Credit Facility to be drawn.

NOTE 6 — SENIOR NOTES, NET
Senior notes, net consist of the following (in thousands):
As of
June 30, 2021December 31, 2020
7.00% senior notes due 2022
$ $300,000 
6.00% senior notes due 2025. At June 30, 2021 and December 31, 2020 there was approximately $3,204 and $3,614 in net unamortized premium, respectively.
403,204 403,614 
5.125% senior notes due 2027
300,000 300,000 
3.875% senior notes due 2029
450,000  
Net debt issuance costs(11,270)(6,623)
Total$1,141,934 $996,991 
The indentures for all of our senior notes contain non-financial covenants including, among others, limitations on the amount of secured debt we may incur, and limitations on sale and leaseback transactions and mergers. We were in compliance with all such covenants as of June 30, 2021.
Obligations to pay principal and interest on the senior notes are guaranteed by substantially all of our wholly-owned subsidiaries (each a “Guarantor” and, collectively, the “Guarantor Subsidiaries”), each of which is directly or indirectly 100% owned by Meritage Homes Corporation. Such guarantees are full and unconditional, and joint and several. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the equity interests of any Guarantor then held by Meritage and its subsidiaries, then that Guarantor may be released and relieved of any obligations under its note guarantee. There are no significant restrictions on our ability or the ability of any Guarantor to obtain funds from their respective subsidiaries, as applicable, by dividend or loan. We do not provide separate financial statements of the Guarantor Subsidiaries because Meritage (the parent company) has no independent assets or operations and the guarantees are full and unconditional and joint and several. Subsidiaries of Meritage Homes Corporation that are non-guarantor subsidiaries are, individually and in the aggregate, minor.
In April 2021, we completed an offering of $450.0 million aggregate principal amount of 3.875% Senior Notes due 2029. We used a portion of the net proceeds from this offering to redeem all $300.0 million aggregate principal outstanding of our 7.00% Senior Notes due 2022, incurring $18.2 million in early debt extinguishment charges in the three and six months ended June 30, 2021, reflected as Loss on early extinguishment of debt in the accompanying unaudited consolidated income statements.

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NOTE 7 — FAIR VALUE DISCLOSURES
ASC 820-10, Fair Value Measurement ("ASC 820"), defines fair value, establishes a framework for measuring fair value and addresses required disclosures about fair value measurements. This standard establishes a three-level hierarchy for fair value measurements based upon the significant inputs used to determine fair value. Observable inputs are those which are obtained from market participants external to the Company while unobservable inputs are generally developed internally, utilizing management’s estimates, assumptions and specific knowledge of the assets/liabilities and related markets. The three levels are defined as follows:
Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model-based techniques in which all significant inputs are observable in the market.
Level 3 — Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on the company’s own estimates about the assumptions that market participants would use to value the asset or liability.
If the only observable inputs are from inactive markets or for transactions which the Company evaluates as “distressed”, the use of Level 1 inputs should be modified by the Company to properly address these factors, or the reliance of such inputs may be limited, with a greater weight attributed to Level 3 inputs.
Financial Instruments: The fair value of our fixed-rate debt is derived from quoted market prices by independent dealers (Level 2 inputs as per the discussion above) and is as follows (in thousands):
As of
 June 30, 2021December 31, 2020
 Aggregate
Principal
Estimated  Fair
Value
Aggregate
Principal
Estimated  Fair
Value
7.00% senior notes due 2022
$ $ $300,000 $319,758 
6.00% senior notes due 2025
$400,000 $456,800 $400,000 $451,913 
5.125% senior notes due 2027
$300,000 $337,140 $300,000 $333,328 
3.875% senior notes due 2029
$450,000 $465,750 $ $ 
Due to the short-term nature of other financial assets and liabilities, including our Loans payable and other borrowings, we consider the carrying amounts of our other short-term financial instruments to approximate fair value.

NOTE 8 — EARNINGS PER SHARE
Basic and diluted earnings per common share were calculated as follows (in thousands, except per share amounts):
 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Basic weighted average number of shares outstanding37,818 37,599 37,731 37,842 
Effect of dilutive securities:
Unvested restricted stock559 570 626 670 
Diluted average shares outstanding38,377 38,169 38,357 38,512 
Net earnings$167,389 $90,678 $299,232 $161,830 
Basic earnings per share$4.43 $2.41 $7.93 $4.28 
Diluted earnings per share$4.36 $2.38 $7.80 $4.20 
 

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NOTE 9 — ACQUISITIONS AND GOODWILL
Goodwill. In prior years, we have entered new markets through the acquisition of the homebuilding assets and operations of local/regional homebuilders in Georgia, South Carolina and Tennessee. As a result of these transactions, we recorded approximately $33.0 million of goodwill. Goodwill represents the excess of the purchase price of our acquisitions over the fair value of the net assets acquired. Our acquisitions were recorded in accordance with ASC 805, Business Combinations, and ASC 820, using the acquisition method of accounting. The purchase price for acquisitions was allocated based on estimated fair value of the assets and liabilities at the date of the acquisition. The combined excess purchase price of our acquisitions over the fair value of the net assets is classified as goodwill and is included on our unaudited consolidated balance sheets in Prepaids, other assets and goodwill. In accordance with ASC 350, we assess the recoverability of goodwill annually, or more frequently, if impairment indicators are present.

A summary of the carrying amount of goodwill follows (in thousands):
WestCentralEastFinancial ServicesCorporateTotal
Balance at December 31, 2020$ $ $32,962 $ $ $32,962 
Additions      
Balance at June 30, 2021$ $ $32,962 $ $ $32,962 

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NOTE 10 — STOCKHOLDERS’ EQUITY
A summary of changes in stockholders’ equity is presented below (in thousands): 
 Six Months Ended June 30, 2021
 (In thousands)
 Number of
Shares
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Total
Balance at December 31, 202037,512 $375 $455,762 $1,891,731 $2,347,868 
Net earnings— — — 131,843 131,843 
Stock-based compensation expense— — 5,367 — 5,367 
Issuance of stock435 4 (4)—  
Share repurchases(100)(1)(8,384)— (8,385)
Balance at March 31, 202137,847 $378 $452,741 $2,023,574 $2,476,693 
Net earnings— — — 167,389 167,389 
Stock-based compensation expense— — 3,223 — 3,223 
Share repurchases(200)(2)(19,159)— (19,161)
Balance at June 30, 202137,647 $376 $436,805 $2,190,963 $2,628,144 

 Six Months Ended June 30, 2020
 (In thousands)
 Number of
Shares
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Total
Balance at December 31, 201938,199 $382 $505,352 $1,468,256 $1,973,990 
Net earnings— — — 71,152 71,152 
Stock-based compensation expense— — 6,437 — 6,437 
Issuance of stock398 4 (4)—  
Share repurchases(1,000)(10)(60,803)— (60,813)
Balance at March 31, 202037,597 $376 $450,982 $1,539,408 $1,990,766 
Net earnings— — — 90,678 90,678 
Stock-based compensation expense— — 3,157 — 3,157 
Issuance of stock6 1 (1)—  
Balance at June 30, 202037,603 $377 $454,138 $1,630,086 $2,084,601 

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NOTE 11 — STOCK BASED AND DEFERRED COMPENSATION

We have a stock compensation plan, the Meritage Homes Corporation 2018 Stock Incentive Plan (the “2018 Plan"), that was approved by our Board of Directors and our stockholders and adopted in May 2018. The 2018 Plan is administered by our Board of Directors and allows for the grant of stock appreciation rights, restricted stock awards, restricted stock units, performance share awards and performance-based awards in addition to non-qualified and incentive stock options. All available shares from expired, terminated, or forfeited awards that remained under prior plans were merged into and became available for grant under the 2018 Plan. The 2018 Plan authorizes awards to officers, key employees, non-employee directors and consultants. The 2018 Plan authorizes 6,600,000 shares of stock to be awarded, of which 1,029,153 shares remain available for grant at June 30, 2021. We believe that such awards provide a means of performance-based compensation to attract and retain qualified employees and better align the interests of our employees with those of our stockholders. Non-vested stock awards are usually granted with a five-year ratable vesting period for employees, a three-year cliff vesting for both non-vested stock and performance-based awards granted to senior executive officers and either a three-year cliff vesting or one-year vesting for non-employee directors, dependent on their start date.
Compensation cost related to time-based restricted stock awards is measured as of the closing price on the date of grant and is expensed, less forfeitures, on a straight-line basis over the vesting period of the award. Compensation cost related to performance-based restricted stock awards is also measured as of the closing price on the date of grant but is expensed in accordance with ASC 718-10-25-20, Compensation – Stock Compensation ("ASC 718"), which requires an assessment of probability of attainment of the performance target. As our performance targets are dependent on performance over a specified measurement period, once we determine that the performance target outcome is probable, the cumulative expense is recorded immediately with the remaining expense recorded on a straight-line basis through the end of the award vesting period. A portion of the performance-based restricted stock awards granted to our executive officers contain market conditions as defined by ASC 718. ASC 718 requires that compensation expense for stock awards with market conditions be expensed based on a derived grant date fair value and expensed over the service period. We engage a third party to perform a valuation analysis on the awards containing market conditions and our associated expense with those awards is based on the derived fair value from that analysis and is being expensed straight-line over the service period of the awards. Below is a summary of compensation expense and stock award activity (dollars in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
Stock-based compensation expense$3,223 $3,157 $8,590 $9,594 
Non-vested shares granted  221,552 223,481 
Performance-based non-vested shares granted   46,593 56,139 
Performance-based shares issued in excess of target shares granted (1)
  37,425 24,054 
Restricted stock awards vested (includes performance-based awards) 6,060 434,729 404,406 
(1)Performance-based shares that vested and were issued as a result of performance achievement exceeding the originally established targeted number of shares related to respective performance metrics.
The following table includes additional information regarding our stock compensation plan (dollars in thousands):
 As of
 June 30, 2021December 31, 2020
Unrecognized stock-based compensation cost$35,022 $22,687 
Weighted average years expense recognition period2.152.01
Total equity awards outstanding (1)
932,589 1,098,545 
(1)Includes unvested restricted stock, performance-based awards (assuming 100% payout) and restricted stock units.
We also offer a non-qualified deferred compensation plan ("deferred compensation plan") to highly compensated employees in order to allow them additional pre-tax income deferrals above and beyond the limits that qualified plans, such as 401(k) plans, impose on highly compensated employees. We do not currently offer a contribution match on the deferred compensation plan. All contributions to the plan to date have been funded by the employees and, therefore, we have no associated expense related to the deferred compensation plan for the three or six months ended June 30, 2021 or 2020, other than minor administrative costs.
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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,
 2021202020212020
Federal$38,713 $20,528 $