Meritage Homes CORP 10-K

Item 8. Financial Statements and Supplementary Data Our consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023, together with related notes and the report of Deloitte & Touche LLP, independent registered public accounting firm (PCAOB ID: 34 ), are on the following pages. 42 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Meritage Homes Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Meritage Homes Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated income statements, statements of stockholders' equity and statements of cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Real Estate — Refer to Notes 1 and 2 to the financial statements Critical Audit Matter Description The Company’s land inventory and real estate assets are periodically reviewed for recoverability when certain criteria are met, but at least annually. The Company’s impairment analysis is conducted if indicators of a change in conditions that could result in a decline in value of the Company’s land and real estate assets exist. 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. The Company’s determination of fair value is based on projections and estimates. Changes in these expectations may lead to a change in the outcome of the Company’s impairment analysis, and actual results may also differ from management’s assumptions. 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 Company’s evaluation included whether indicators of a decline in value of the Company’s land and real estate assets exist and the determination of value to evaluate the recoverability of real estate assets used in the undiscounted cash flows. This evaluation requires management to make significant projections and estimates, which required a high degree of auditor judgment and an increased extent of audit effort. 43 How the Critical Audit Matter Was Addressed in the Audit We tested the effectiveness of the Company’s internal controls related to the Company’s evaluation of the recoverability of real estate assets. We also evaluated the significant assumptions used in the Company’s evaluation of the recoverability of real estate assets, by comparing the assumptions to actual recent home sales and closings in that community and the Company's other nearby communities, as well as external analyst and industry reports for the respective geography. For certain communities that did not have actual recent home closings, we compared to historical home sales and closings in nearby communities taking into consideration factors such as location, size, and type of community. In addition, we met with management to understand how recent trends in home sales, closings and market conditions have been considered in the Company’s evaluation of the recoverability of real estate assets. /s/ DELOITTE & TOUCHE LLP Tempe, Arizona February 14, 2024 We have served as the Company's auditor since 2004. 44 MERITAGE HOMES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS At December 31, 2023 2022 (In thousands, except share data) Assets Cash and cash equivalents $ 921,227 $ 861,561 Other receivables 266,972 215,019 Real estate 4,721,291 4,358,263 Deposits on real estate under option or contract 111,364 76,729 Investments in unconsolidated entities 17,170 11,753 Property and equipment, net 48,953 38,635 Deferred tax assets, net 47,573 45,452 Prepaids, other assets and goodwill 218,584 164,689 Total assets $ 6,353,134 $ 5,772,101 Liabilities Accounts payable $ 271,650 $ 273,267 Accrued liabilities 424,764 360,615 Home sale deposits 36,605 37,961 Loans payable and other borrowings 13,526 7,057 Senior notes, net 994,689 1,143,590 Total liabilities 1,741,234 1,822,490 Stockholders’ Equity Preferred stock, par value $ 0.01 . Authorized 10,000,000 shares; none issued and outstanding at December 31, 2023 and 2022 — — Common stock, par value $ 0.01 . Authorized 125,000,000 shares; 36,425,037 and 36,571,393 shares issued and outstanding at December 31, 2023 and 2022, respectively 364 366 Additional paid-in capital 290,955 327,878 Retained earnings 4,320,581 3,621,367 Total stockholders’ equity 4,611,900 3,949,611 Total liabilities and stockholders’ equity $ 6,353,134 $ 5,772,101 See accompanying notes to consolidated financial statements 45 MERITAGE HOMES CORPORATION AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS Years Ended December 31, 2023 2022 2021 (In thousands, except per share data) Homebuilding: Home closing revenue $ 6,056,784 $ 6,207,498 $ 5,094,873 Land closing revenue 56,229 61,229 25,237 Total closing revenue 6,113,013 6,268,727 5,120,110 Cost of home closings ( 4,554,671 ) ( 4,434,480 ) ( 3,676,496 ) Cost of land closings ( 51,786 ) ( 49,646 ) ( 26,320 ) Total cost of closings ( 4,606,457 ) ( 4,484,126 ) ( 3,702,816 ) Home closing gross profit 1,502,113 1,773,018 1,418,377 Land closing gross profit/(loss) 4,443 11,583 ( 1,083 ) Total closing gross profit 1,506,556 1,784,601 1,417,294 Financial Services: Revenue 25,250 23,476 21,207 Expense ( 12,128 ) ( 11,133 ) ( 9,182 ) (Loss)/earnings from financial services unconsolidated entities and other, net ( 656 ) 5,951 6,009 Financial services profit 12,466 18,294 18,034 Commissions and other sales costs ( 384,911 ) ( 323,266 ) ( 285,403 ) General and administrative expenses ( 231,722 ) ( 192,984 ) ( 181,449 ) Interest expense — ( 41 ) ( 318 ) Other income, net 47,948 2,714 4,864 Loss on early extinguishment of debt ( 907 ) — ( 18,188 ) Earnings before income taxes 949,430 1,289,318 954,834 Provision for income taxes ( 210,682 ) ( 297,126 ) ( 217,390 ) Net earnings $ 738,748 $ 992,192 $ 737,444 Earnings per common share: Basic $ 20.17 $ 27.04 $ 19.61 Diluted $ 19.93 $ 26.74 $ 19.29 Weighted average number of shares: Basic 36,619 36,694 37,610 Diluted 37,069 37,101 38,233 See accompanying notes to consolidated financial statements 46 MERITAGE HOMES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years Ended December 31, 2023, 2022 and 2021 (In thousands) Number of Shares Common Stock Additional Paid-In Capital Retained Earnings Total Balance at January 1, 2021 37,512 $ 375 $ 455,762 $ 1,891,731 $ 2,347,868 Net earnings — — — 737,444 737,444 Issuance of stock 468 4 ( 4 ) — — Equity award compensation expense — — 20,069 — 20,069 Share repurchases ( 639 ) ( 6 ) ( 60,986 ) — ( 60,992 ) Balance at December 31, 2021 37,341 373 414,841 2,629,175 3,044,389 Net earnings — — — 992,192 992,192 Issuance of stock 396 4 ( 4 ) — — Equity award compensation expense — — 22,333 — 22,333 Share repurchases ( 1,166 ) ( 11 ) ( 109,292 ) — ( 109,303 ) Balance at December 31, 2022 36,571 366 327,878 3,621,367 3,949,611 Net earnings — — — 738,748 738,748 Issuance of stock 291 3 ( 3 ) — — Equity award compensation expense — — 22,511 — 22,511 Dividends declared ($ 1.08 per share) — — — ( 39,534 ) ( 39,534 ) Share repurchases ( 437 ) ( 5 ) ( 59,431 ) — ( 59,436 ) Balance at December 31, 2023 36,425 $ 364 $ 290,955 $ 4,320,581 $ 4,611,900 See accompanying notes to consolidated financial statements 47 MERITAGE HOMES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2023 2022 2021 (In thousands) Cash flows from operating activities: Net earnings $ 738,748 $ 992,192 $ 737,444 Adjustments to reconcile net earnings to net cash provided by/(used in) operating activities: Depreciation and amortization 25,334 24,748 26,245 Stock-based compensation 22,511 22,333 20,069 Loss on early extinguishment of debt 907 — 18,188 Equity in earnings from unconsolidated entities ( 6,371 ) ( 6,093 ) ( 4,657 ) Distributions of earnings from unconsolidated entities 6,792 5,900 4,951 Other 4,115 10,863 ( 2,911 ) Changes in assets and liabilities: Increase in real estate ( 357,408 ) ( 624,522 ) ( 948,055 ) (Increase)/decrease in deposits on real estate under option or contract ( 36,140 ) 10,463 ( 31,946 ) Increase in receivables, prepaids and other assets ( 64,169 ) ( 102,950 ) ( 65,114 ) Increase in accounts payable and accrued liabilities 22,609 76,985 76,158 (Decrease)/increase in home sale deposits ( 1,356 ) ( 4,649 ) 17,536 Net cash provided by/(used in) operating activities 355,572 405,270 ( 152,092 ) Cash flows from investing activities: Investments in unconsolidated entities ( 5,991 ) ( 5,796 ) ( 1,708 ) Distributions of capital from unconsolidated entities 137 — — Purchases of property and equipment ( 38,192 ) ( 26,971 ) ( 25,664 ) Proceeds from sales of property and equipment 423 481 551 Maturities/sales of investments and securities 750 1,032 2,795 Payments to purchase investments and securities ( 750 ) ( 1,032 ) ( 2,795 ) Net cash used in investing activities ( 43,623 ) ( 32,286 ) ( 26,821 ) Cash flows from financing activities: Repayment of loans payable and other borrowings ( 2,798 ) ( 20,455 ) ( 13,589 ) Repayment of senior notes ( 150,884 ) — ( 317,690 ) Proceeds from issuance of senior notes — — 450,000 Payment of debt issuance costs — — ( 6,102 ) Dividends paid ( 39,534 ) — — Repurchase of shares ( 59,067 ) ( 109,303 ) ( 60,992 ) Net cash (used in)/provided by financing activities ( 252,283 ) ( 129,758 ) 51,627 Net increase/(decrease) in cash and cash equivalents 59,666 243,226 ( 127,286 ) Cash and cash equivalents, beginning of year 861,561 618,335 745,621 Cash and cash equivalents, end of year $ 921,227 $ 861,561 $ 618,335 See Supplemental Disclosure of Cash Flow Information in Note 13. See accompanying notes to consolidated financial statements 48 MERITAGE HOMES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, 2022 and 2021 NOTE 1 — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization. Meritage Homes Corporation ("Meritage Homes") is a leading designer and builder of single-family attached and detached homes. We primarily build in historically high-growth regions of the United States and offer a variety of entry-level and first move-up homes. We have homebuilding operations in three regions: West, Central and East, which are comprised of ten states: Arizona, California, Colorado, Utah, Texas, Florida, Georgia, North Carolina, South Carolina, and Tennessee. These three regions are our principal homebuilding reporting segments. 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 in certain states. 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 operation also provides mortgage services to our homebuyers through an unconsolidated joint venture. We commenced our homebuilding operations in 1985 through our predecessor company, 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. 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 December 31, 2023, we were actively selling homes in 270 communities, with base prices ranging from approximately $ 237,000 to $ 1,064,000 . Basis of Presentation . The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and 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. 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 $ 95.7 million and $ 161.5 million are included in Cash and cash equivalents at December 31, 2023 and 2022, respectively. Real Estate. Real estate inventory is stated at cost unless the community or land is determined to be impaired, at which point the inventory is written down to fair value as required by Accounting Standards Codification (“ASC”) 360-10, Property, Plant and Equipment ("ASC 360-10") . Real estate inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, and direct overhead costs incurred during development and home construction that benefit the entire community, less impairments, if any. Land and development costs are typically allocated and transferred to homes when home construction begins. Home construction costs are accumulated on a per-home basis, while commissions and other sales 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 materials and services that have not yet been paid. We accrue a liability to capture such obligations in connection with the home closing which is charged directly to Cost of home closings. We capitalize qualifying interest to inventory during the development and construction periods. Capitalized interest is included in cost of closings when the related inventory is closed. Included within our Real estate inventory is land held for development and land held for sale. Land held for development primarily represents land and land development costs related to land where development activity is not currently underway but is expected to begin in the future. For these parcels, we have chosen not to currently develop certain land holdings as they typically represent a portion or phases of a larger land parcel that 49 we plan to build out over several years. We do not capitalize interest for these inactive assets, and all ongoing costs of land ownership (i.e. property taxes, homeowner association dues, etc.) are expensed as incurred. We rely on certain estimates to determine our construction and land development costs. Construction and land costs are comprised of direct and allocated costs, including estimated future costs. In determining these costs, we compile project budgets that are based on a variety of assumptions, including future construction schedules and costs to be incurred. Actual results can differ from budgeted amounts for various reasons, including construction delays, labor or material shortages, sales orders absorptions that differ from our expectations, increases in costs that have not yet been contracted, changes in governmental requirements, or other unanticipated issues, encountered during construction and development and other factors beyond our control, including weather. 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 construction, sale and closing of the homes. Actual community lives will vary based on the size of the community, the sales orders absorption rates 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. Community-level reviews are performed quarterly to determine if indicators of potential impairment exist. If indicators of potential impairment exist and the undiscounted cash flows expected to be generated by an asset are lower than its carrying amount, impairment charges are recorded to write down the asset to its estimated fair value. The impairment of a community is allocated to each remaining unstarted lot in the community on a straight-line basis and is recognized in Cost of home closings in the period in which the impairment is determined. 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, although if financial metrics improve, we do not reverse impairments once recorded. See Note 2 for additional information related to Real estate and impairments. 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 at the time the deposit is used to offset the acquisition price of the land based on the terms of the underlying agreements. To the extent they are non-refundable, deposits are expensed to Cost of home closings if the land acquisition is terminated or no longer considered probable. Since our acquisition contracts typically do not require specific performance, we do not consider such contracts to be contractual obligations to purchase the land and our total exposure under such contracts is limited to the loss of any non-refundable deposits and any related capitalized costs. Our Deposits on real estate under option or contract were $ 111.4 million and $ 76.7 million as of December 31, 2023 and 2022, respectively. See Note 3 for additional information related to Deposits on real estate under option or contract. Goodwill. In accordance with ASC 350, Intangibles, Goodwill and Other ("ASC 350"), we analyze goodwill on an annual basis (or whenever indication of impairment exists) through a qualitative assessment to determine whether it is necessary to perform a goodwill impairment test. ASC 350 states that an entity may first assess qualitative factors to determine whether it is necessary to perform a goodwill impairment test. Such qualitative factors include: (1) macroeconomic conditions, such as a deterioration in general economic conditions; (2) industry and market considerations such as deterioration in the environment in which the entity operates; (3) cost factors such as increases in raw materials, 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 10 for additional information on our goodwill assets. 50 Property and Equipment, net. Property and equipment, net consists primarily of computer and office equipment, model home furnishings and capitalized sales office costs. Depreciation is generally calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years . Depreciation expense was $ 23.5 million, $ 23.0 million, and $ 15.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Maintenance and repair costs are expensed as incurred. At December 31, 2023 and 2022, property and equipment, net consisted of the following (in thousands): At December 31, 2023 2022 Computer and office equipment $ 62,682 $ 66,027 Model home furnishings and capitalized sales office costs 60,043 57,229 Gross property and equipment 122,725 123,256 Accumulated depreciation ( 73,772 ) ( 84,621 ) Total $ 48,953 $ 38,635 Deferred Costs. At December 31, 2023 and 2022, deferred costs representing debt issuance costs related to our revolving credit facility of approximately $ 5.3 million and $ 3.8 million, respectively, net of accumulated amortization, are recorded on our consolidated balance sheets within Prepaids, other assets and goodwill. The costs are amortized to Interest expense using the straight line method which approximates the effective interest method. See Note 7 for additional information related to net debt issuance costs associated with our senior notes. Investments in Unconsolidated Entities . We use the equity method of accounting for investments in unconsolidated entities over which we exercise significant influence but do not have a controlling interest. Under the equity method, our share of the unconsolidated entities’ pre-tax earnings or loss is included in Other income, net, or (Loss)/earnings from financial services unconsolidated entities and other, net, in our consolidated income statements. We use the cost method of accounting for investments in unconsolidated entities over which we do not have significant influence, if any. We track cumulative earnings and distributions from each of our ventures. For cash flow classification, to the extent distributions do not exceed cumulative earnings, we designate such distributions as return on capital. Distributions in excess of cumulative earnings are treated as return of capital. We evaluate our investments in unconsolidated entities for impairment when events that trigger an evaluation of recoverability present themselves. See Note 5 for additional information related to investments in unconsolidated entities. Accrued Liabilities . Accrued liabilities at December 31, 2023 and 2022 consisted of the following (in thousands): At December 31, 2023 2022 Accruals related to real estate development and construction activities $ 137,489 $ 139,447 Payroll and other benefits 140,734 110,338 Accrued interest 6,331 7,026 Accrued taxes 25,569 25,182 Warranty reserves 37,360 35,575 Lease liabilities (1) 54,040 22,782 Other accruals 23,241 20,265 Total $ 424,764 $ 360,615 (1) Refer to Note 4 for additional information related to our leases. 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 home closings 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. 51 • Revenue from land closings 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 sale contract assets consist of cash from home closings that are in transit from title companies, which are considered cash in transit and are classified as cash on our accompanying consolidated balance sheets. See "Cash and Cash Equivalents" in this Note 1 for further information. Contract liabilities include home sale deposit liabilities related to sold but unclosed homes, and are classified as Home sale deposits in our accompanying consolidated balance sheets. Substantially all of our home sales are scheduled to close and be recorded as revenue within one year from the date of receiving a customer deposit. Home closing and land closing 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, are 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 December 31, 2023 and 2022. Our three sources of revenue are disaggregated by type in the accompanying consolidated income statements. Cost of Home Closings . Cost of home closings includes direct home construction costs, closing costs, land acquisition and development costs, development period interest and common costs, and impairments, if any. Direct construction costs are accumulated during the period of construction and charged to Cost of home closings under specific identification methods, as are closing costs. Land development, acquisition and common costs are allocated to each lot based on the number of lots remaining to close. Estimates of costs incurred or to be incurred but not paid are accrued and expensed at the time of closing. Income Taxes. We account for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of both temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted. We record deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available objectively verifiable positive and negative evidence, including scheduled reversals of deferred tax liabilities, whether we are in a cumulative loss position, projected future taxable income, tax planning strategies and recent financial operations. If we determine that we will not be able to realize our deferred tax assets in the future, we will record a valuation allowance, which increases the provision for income taxes. We recognize interest and penalties related to unrecognized tax benefits within Provision for income taxes in the accompanying consolidated income statements. Accrued interest and penalties are included within Accrued liabilities in the accompanying consolidated balance sheets. See Note 12 for additional information related to income taxes. Advertising Costs. We expense advertising costs to Commissions and other sales costs as they are incurred. Advertising expense was approximately $ 15.1 million, $ 12.1 million and $ 8.2 million in fiscal 2023, 2022 and 2021, respectively. Earnings Per Share. We compute basic earnings per share by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to the potential dilution that could occur if securities or contracts to issue common stock that are dilutive were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. In periods of net losses, no dilution is computed. See Note 9 for additional information related to earnings per share. Stock-Based Compensation . We account for stock-based compensation in accordance with ASC 718-10, Compensation—Stock Compensation ("ASC 718"). As allowed by ASC 718, we have elected to estimate forfeitures in calculating the expense related to stock-based compensation. Awards with either a graded or cliff vesting are expensed on a straight-line basis over the life of the award. Stock-based compensation expense is included in General and administrative expense. See Note 11 for additional information on stock-based compensation. 401(k) Retirement Plan. We have a 401(k) plan for all full-time Meritage employees. We match portions of employees’ voluntary contributions , and contributed to the plan approximately $ 6.5 million, $ 6.0 million and $ 5.3 million for the years ended 2023, 2022 and 2021, respectively. 52 Off-Balance Sheet Arrangements - Joint Ventures . We may participate in land development 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, although our participation in such ventures is currently limited. See Note 5 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 purchase and option agreements. The purchase price generally approximates the market price at the date the contract is executed (with possible future escalators) and the acquisition of the land is typically staggered. See Note 3 for additional information on these off-balance sheet arrangements. Surety Bonds and Letters of Credit. We provide surety bonds and 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. Surety 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): At December 31, 2023 2022 Outstanding Estimated work remaining to complete (unaudited) Outstanding Estimated work remaining to complete (unaudited) Sureties: Sureties related to owned projects and lots under contract 975,979 712,421 926,928 616,028 Total Sureties $ 975,979 $ 712,421 $ 926,928 $ 616,028 Letters of Credit (“LOCs”): LOCs for land development 56,251 N/A 49,442 N/A LOCs for general corporate operations 5,000 N/A 5,000 N/A Total LOCs $ 61,251 N/A $ 54,442 N/A 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 these reserves for the structural warranty based on the number of homes still under warranty and historical data and trends for our geographies. We may use industry data with respect to similar product types and geographic areas in markets where our experience is incomplete to draw a meaningful conclusion. We regularly review our warranty reserves and adjust them, as necessary, to reflect changes in trends as information becomes available. Based on such reviews of warranty costs incurred, we did not adjust the warranty reserve balance in the year ended December 31, 2023. We recorded an adjustment to our reserve balance of $10.9 million in the year ended December 31, 2022, primarily related to specific case reserves as discussed in Note 16. 53 A summary of changes in our warranty reserves follows (in thousands): Years Ended December 31, 2023 2022 Balance, beginning of year $ 35,575 $ 26,264 Additions to reserve from new home deliveries 22,713 22,198 Warranty claims ( 20,928 ) ( 23,803 ) (1) Adjustments to pre-existing reserves — 10,916 Balance, end of year $ 37,360 $ 35,575 (1) Includes recoveries in 2022 for costs incurred over several prior years on a foundation design and performance matter that affected a single community in Texas. Warranty reserves are included in Accrued liabilities on the accompanying consolidated balance sheets, and additions and adjustments to the reserves are included in Cost of home closings within the accompanying 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 insurance we and our trades maintain, are sufficient to cover our general warranty obligations. However, unanticipated changes in regulatory, legislative, weather, environmental or other conditions could have an impact on our actual warranty costs, and future costs could differ significantly from our estimates. Recent Accounting Pronouncements. In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which aligns interim segment disclosure requirements with existing annual requirements and includes updates to segment reporting, most notably through enhanced disclosures about significant segment expenses and various Chief Operating Decision Maker ("CODM")-related disclosures. ASU 2023-07 is effective for our annual report covering the fiscal year beginning January 1, 2024, and for our interim reports beginning January 1, 2025. ASU 2023-07 is required to be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which modifies the disclosure requirements primarily related to the effective tax rate reconciliation and income taxes paid by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for us beginning January 1, 2025 and may be applied either retrospectively or prospectively. We are currently evaluating the impact adopting this guidance will have on our financial statement disclosures. NOTE 2 — REAL ESTATE AND CAPITALIZED INTEREST Real estate consists of the following (in thousands): At December 31, 2023 2022 Homes under contract under construction (1) $ 704,206 $ 822,428 Unsold homes, completed and under construction (1) 1,260,855 1,155,543 Model homes (1) 118,252 97,198 Finished home sites and home sites under development (2) (3) 2,637,978 2,283,094 $ 4,721,291 $ 4,358,263 (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. 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 $ 10.7 million and $ 66.8 million as of December 31, 2023 and 2022, respectively. 54 As previously noted, in accordance with ASC 360-10, each of our land inventory and related real estate assets is reviewed for recoverability when certain criteria are met, but at least annually, as our inventory is considered “long-lived” in accordance with GAAP. ASC 360-10 requires impairment charges to be recorded if the asset is not deemed recoverable and the fair value of such assets is less than their carrying amounts. Our determination of fair value is based on projections and estimates. In communities where impairment indicators are present, we may also evaluate alternative product offerings or other strategies for the land, such as pausing development, selling, or holding the land for sale. We recorded nominal impairment charges for the years ended December 31, 2023 and 2022, and $ 2.1 million for the year ended December 31, 2021, respectively. Subject to sufficient qualifying assets, we capitalize our development period interest costs incurred to applicable qualifying assets in connection with our real estate development and construction activities. Capitalized interest is allocated to active real estate when incurred and charged to Cost of closings when the related property is delivered. A summary of our capitalized interest is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Capitalized interest, beginning of year $ 60,169 $ 56,253 $ 58,940 Interest incurred 57,759 60,599 62,836 Interest expensed — ( 41 ) ( 318 ) Interest amortized to cost of home and land closings ( 63,412 ) ( 56,642 ) ( 65,205 ) Capitalized interest, end of year (1) $ 54,516 $ 60,169 $ 56,253 (1) Approximately $ 346,000 , $ 208,000 and $ 208,000 of the capitalized interest is related to our joint venture investments and is a component of Investments in unconsolidated entities in our consolidated balance sheets as of December 31, 2023, 2022 and 2021, respectively. NOTE 3 — VARIABLE INTEREST ENTITIES AND CONSOLIDATED REAL ESTATE NOT OWNED We enter into purchase and option agreements for land or lots as part of the normal course of business. These purchase and option agreements enable us to acquire properties at one or multiple future dates at pre-determined prices. We believe these acquisition structures allow us to better leverage our balance sheet and reduce our financial risk associated with land acquisitions. Based on the provisions of the relevant accounting guidance, we have concluded that when we enter into an option or purchase agreement to acquire land or lots from an entity, a variable interest entity (“VIE”), may be created. In accordance with ASC 810, Consolidation , we evaluate all purchase and option agreements for land to determine whether they are a 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 its assets and liabilities as Real estate not owned and Liabilities related to real estate not owned, respectively. 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. 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 typically contracted to complete development at a fixed cost 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. 55 The table below presents a summary of our lots under option that are not recorded on the balance sheet at December 31, 2023 (dollars in thousands): Projected Number of Lots (unaudited) Purchase Price (unaudited) 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) 7,116 508,943 51,032 Purchase contracts — non-refundable deposits, committed (1) 9,047 324,112 45,107 Purchase and option contracts —refundable deposits, committed 1,856 81,058 1,645 Total committed 18,019 914,113 97,784 Purchase and option contracts — refundable deposits, uncommitted (2) 28,015 871,661 13,580 Total lots under contract or option 46,034 $ 1,785,774 $ 111,364 Total purchase and option contracts not recorded on balance sheet (3) 46,034 $ 1,785,774 $ 111,364 (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 purchase or option contracts require us to purchase lots. (4) Amount is reflected in our consolidated balance sheets in Deposits on real estate under option or contract as of December 31, 2023. Generally, our options to purchase lots remain effective so long as we purchase a pre-established minimum number of lots on a pre-determined schedule in accordance with each 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 expected orders and home starts pace 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 - LEASES We lease certain office space and equipment for use in our operations. We assess each of these contracts to determine whether the arrangement contains a lease as defined by ASC 842, Leases ("ASC 842"). In order to meet the definition of a lease under ASC 842, the contractual arrangement must convey to us the right to control the use of an identifiable asset for a period of time in exchange for consideration. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Some of our leases contain renewal options and in accordance with ASC 842, our lease terms include those renewals only to the extent that they are reasonably certain to be exercised. The exercise of these lease renewal options is generally at our discretion. In accordance with ASC 842, the lease liability is equal to the present value of the remaining lease payments while the right of use ("ROU") asset is based on the lease liability, subject to adjustment, such as for lease incentives. Our leases do not provide a readily determinable implicit interest rate and therefore, we must estimate our incremental borrowing rate. In determining our incremental borrowing rate, we consider the lease period, market interest rates, current interest rates on our senior notes and the effects of collateralization. Our lease population at December 31, 2023 is comprised of operating leases where we are the lessee and these leases are primarily for office space for our corporate and division offices, in addition to leases of certain equipment. As allowed by ASC 842, we do not record leases with lease terms of twelve months or less on the consolidated balance sheets. Lease cost included in our consolidated income statements in General and administrative expenses and Commissions and other sales costs is in the table below (in thousands). Our short-term lease costs and sublease income are de minimis. 56 Years Ended December 31, 2023 2022 Operating lease expense $ 8,708 $ 7,819 Non-cash lease expense $ 7,136 $ 5,802 Cash payments on lease liabilities $ 9,892 $ 9,162 ROU assets obtained in exchange for new operating lease obligations $ 40,148 $ 4,878 ROU assets are classified within Prepaids, other assets and goodwill on our consolidated balance sheets, while lease liabilities are classified within Accrued liabilities on our consolidated balance sheets. The following table contains additional information about our leases (dollars in thousands): At December 31, 2023 2022 ROU assets $ 51,275 $ 19,129 Lease liabilities $ 54,040 $ 22,782 Weighted-average remaining lease term 8.5 years 4.5 years Weighted-average discount rate (incremental borrowing rate) 3.80 % 4.44 % Maturities of our operating lease liabilities as of December 31, 2023 are as follows (in thousands): Year ended December 31, 2024 $ 9,518 2025 8,693 2026 7,401 2027 6,429 2028 5,163 Thereafter 26,143 Total payments 63,347 Less: imputed interest ( 9,307 ) Present value of lease liabilities $ 54,040 NOTE 5 - 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. While purchasing land through a joint venture can be beneficial, currently we do not view joint ventures as critical to the success of our homebuilding operations. Our joint venture partners generally are 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 these joint ventures, they may or may not be consolidated into our results. As of December 31, 2023, we had two active equity-method land joint ventures and one mortgage joint venture, which is engaged in mortgage activities and primarily provides services to our homebuyers. 57 Summarized condensed combined financial information related to unconsolidated joint ventures that are accounted for using the equity method was as follows (in thousands): At December 31, 2023 2022 Assets: Cash $ 3,546 $ 3,389 Real estate 28,395 17,965 Other assets 6,514 11,653 Total assets $ 38,455 $ 33,007 Liabilities and equity: Accounts payable and other liabilities $ 6,537 $ 11,397 Equity of: Meritage (1) 16,279 10,356 Other 15,639 11,254 Total liabilities and equity $ 38,455 $ 33,007 Years Ended December 31, 2023 2022 2021 Revenue $ 46,842 $ 46,264 $ 41,929 Costs and expenses ( 37,666 ) ( 36,565 ) ( 34,693 ) Net earnings of unconsolidated entities $ 9,176 $ 9,699 $ 7,236 Meritage’s share of pre-tax earnings (1) (2) $ 6,371 $ 6,140 $ 4,667 (1) Balance represents Meritage’s interest, as reflected in the financial records of the respective joint ventures. This balance may differ from the balance reported in our consolidated financial statements due to the following reconciling items: (i) timing differences for revenue and distributions recognition, (ii) step-up basis and corresponding amortization, (iii) capitalization of interest on qualified assets, (iv) income deferrals as discussed in Note (2) below and (v) the cessation of allocation of losses from joint ventures in which we have previously written down our investment balance to zero and where we have no commitment to fund additional losses. (2) Our share of pre-tax (loss)/earnings from our mortgage joint venture is recorded in (Loss)/earnings from financial services unconsolidated entities and other, net on the accompanying consolidated income statements. Our share of pre-tax (loss)/earnings from all other joint ventures is recorded in Other income, net, on the accompanying consolidated income statements and excludes joint venture profit related to lots we purchased from the joint ventures, if any. Such profit is deferred until homes are delivered by us and title passes to a homebuyer. Our total investment in all of these joint ventures is $ 17.2 million as of December 31, 2023. We believe these ventures are in compliance with their respective debt agreements, if applicable, and such debt is non-recourse to us. NOTE 6 — LOANS PAYABLE AND OTHER BORROWINGS Loans payable and other borrowings consist of the following (in thousands): At December 31, 2023 2022 Other borrowings, secured real estate note payable (1) $ 13,526 $ 7,057 $ 835.0 million unsecured revolving credit facility — — Total $ 13,526 $ 7,057 (1) Reflects balance of non-recourse notes payable in connection with land purchases. The Company entered into an amended and restated unsecured revolving credit facility agreement ("Credit Facility") in 2014 that has been amended from time to time. In June 2023, the Credit Facility was amended to increase the facility size to $ 835.0 million, extend the maturity date to June 2, 2028, amend the accordion feature to permit the facility to increase by up to fifty percent of the facility size, increase the letter of credit sublimit up to the maximum size of the facility, eliminate the 58 liquidity and interest coverage covenant and adjust certain covenant basket amounts. The Credit Facility's aggregate commitment is $ 835.0 million with an accordion feature permitting the size of the facility to increase to a maximum of $ 1.3 billion, subject to certain conditions, including the availability of additional bank commitments. Borrowings under the Credit Facility bear interest at the Company's option, at either (1) term SOFR (based on 1, 3, or 6 month interest periods, as selected by the Company) plus a 10 basis point adjustment plus an applicable margin (ranging from 125 basis points to 175 basis points (the "applicable margin")) based on the Company's leverage ratio as determined in accordance with a pricing grid, (2) the higher of (i) the prime lending rate ("Prime"), (ii) an overnight bank rate plus 50 basis points and (iii) term SOFR (based on a 1 month interest period) plus a 10 basis point adjustment plus 1 %, in each case plus a margin ranging from 25 basis points to 75 basis points based on the Company's leverage in accordance with a pricing grid, or (3) daily simple SOFR plus a 10 basis point adjustment plus the applicable margin. At December 31, 2023, the interest rate on outstanding borrowings under the Credit Facility would have been 6.70 % per annum, calculated in accordance with option (1) noted above and using the 1 month term SOFR. We are obligated to pay a fee on the undrawn portion of the Credit Facility at a rate determined by a tiered fee matrix based on our leverage ratio. The Credit Facility also contains certain financial covenants, including (a) a minimum tangible net worth requirement of $ 2.8 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 %. We were in compliance with all Credit Facility covenants as of December 31, 2023. We had no outstanding borrowings under the Credit Facility as of December 31, 2023 and 2022. During the year ended December 31, 2023, we had no borrowings or repayments under the Credit Facility. During the year ended December 31, 2022 we had $40.0 million of gross borrowings and repayments, and during the year ended December 31, 2021 we had no borrowings or repayments. As of December 31, 2023 we had outstanding letters of credit issued under the Credit Facility totaling $ 61.3 million, leaving $ 773.7 million available under the Credit Facility to be drawn. NOTE 7 — SENIOR NOTES, NET Senior notes, net consist of the following (in thousands): At December 31, 2023 2022 6.00 % senior notes due 2025. At December 31, 2023 and 2022 there was approximately $ 994 and $ 1,977 in net unamortized premium, respectively. 250,994 401,977 5.125 % senior notes due 2027 300,000 300,000 3.875 % senior notes due 2029 450,000 450,000 Net debt issuance costs ( 6,305 ) ( 8,387 ) Total $ 994,689 $ 1,143,590 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 December 31, 2023. 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, and the assets, liabilities and results of operations of Meritage Homes Corporation and the Guarantor Subsidiaries on a combined basis are not materially different than corresponding amounts in the consolidated financial statements. In June 2015, we completed an offering of $ 200.0 million aggregate principal amount of 6.00 % Senior Notes due 2025 (the "Original 2025 Notes"). The Original 2025 Notes were issued at par. In March 2018, the Company completed an offering of $ 200.0 million aggregate principal amount of additional 2025 Notes (the "Additional Notes"). The Additional Notes were issued as an add-on to the Original 2025 Notes at a premium of 103 % of the principal amount, resulting in a combined $ 400.0 59 million aggregate principal amount of 6.00 % Senior Notes due 2025 (collectively, the "2025 Notes"). In September 2023, we partially redeemed $150.0 million of the 2025 Notes, incurring $0.9 million in early debt extinguishment charges during the year ended December 31, 2023, reflected as Loss on early extinguishment of debt in the accompanying consolidated income statements. After the partial redemption, the 2025 Notes have $250.0 million in remaining principal outstanding. In June 2017, we completed an offering of $ 300.0 million aggregate principal amount of 5.125 % Senior Notes due 2027 (the "2027 Notes"). The 2027 notes were issued at par. Using the proceeds from the 2027 Notes offering, we retired all $ 126.5 million of our then outstanding convertible senior notes through a repurchase of $ 51.9 million in privately negotiated transactions and a redemption of the remaining $ 74.6 million through a combination of holder redemptions and an exercise of our call option at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest. In April 2021, we completed an offering of $450.0 million aggregate principal amount of 3.875% Senior Notes due 2029 (the "2029 Notes"). We used a portion of the net proceeds from this offering to redeem all $300.0 million aggregate principal then outstanding of other senior notes, incurring a loss on early debt extinguishment of $18.2 million during the year ended December 31, 2021, reflected as Loss on early extinguishment of debt in the accompanying consolidated income statements. Scheduled principal maturities of our senior notes as of December 31, 2023 follow (in thousands): Year Ended December 31, 2024 — 2025 250,000 2026 — 2027 300,000 2028 — Thereafter 450,000 Total $ 1,000,000 NOTE 8 — 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. 60 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): At December 31, 2023 2022 Aggregate Principal Estimated Fair Value Aggregate Principal Estimated Fair Value 6.00 % senior notes $ 250,000 $ 249,375 $ 400,000 $ 397,520 5.125 % senior notes $ 300,000 $ 295,500 $ 300,000 $ 283,500 3.875 % senior notes $ 450,000 $ 411,750 $ 450,000 $ 380,610 Other financial assets and liabilities, including our Loans payable and other borrowings, are generally shorter term in nature and the longer term balances are not material to our consolidated balance sheet. Therefore, we consider the carrying amounts of our other financial assets and liabilities to approximate fair value. Non-Financial Instruments : Our Real estate assets are Level 3 instruments that are required to be recorded at fair value on non-recurring basis when events and circumstances indicate that the carrying value may not be recoverable. Refer to Notes 1 and 2 for information regarding the valuation of these assets. NOTE 9 — EARNINGS PER SHARE; STOCKHOLDERS' EQUITY Basic and diluted earnings per common share were calculated as follows (in thousands, except per share amounts): Years Ended December 31, 2023 2022 2021 Basic weighted average number of shares outstanding 36,619 36,694 37,610 Effect of dilutive securities: Unvested restricted stock 450 407 623 Diluted average shares outstanding 37,069 37,101 38,233 Net earnings $ 738,748 $ 992,192 $ 737,444 Basic earnings per share $ 20.17 $ 27.04 $ 19.61 Diluted earnings per share $ 19.93 $ 26.74 $ 19.29 During the year ended December 31, 2023, our Board of Directors approved, and we paid, a quarterly cash dividend on common stock of $ 0.27 per share. Quarterly dividends declared and paid during the year ended December 31, 2023 totaled $ 1.08 per share. There were no such transactions in the year ended December 31, 2022. The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. During the year ended December 31, 2023, we reflected the applicable excise tax in Additional paid-in capital as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accrued liabilities on the accompanying consolidated balance sheets. 61 NOTE 10 — 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 purchase price of our acquisitions over the fair value of the net assets acquired. Our acquisitions were recorded in accordance with ASC 805, Business Combination s 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 in our consolidated balance sheets in Prepaids, other assets and goodwill. In accordance with ASC 350, we assess the recoverability of goodwill annually, or more frequently, if impairment indicators are present. A summary of the carrying amount of goodwill follows (in thousands): West Central East Financial Services Corporate Total Balance at January 1, 2022 $ — $ — $ 32,962 $ — $ — $ 32,962 Additions — — — — — — Balance at December 31, 2022 — — 32,962 — — 32,962 Additions — — — — — — Balance at December 31, 2023 $ — $ — $ 32,962 $ — $ — $ 32,962 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. In May 2023, the Board of Directors and stockholders approved an amendment to the 2018 Plan to increase the number of shares available for issuance by 800,000. 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 7,400,000 shares of stock to be awarded, of which 1,340,233 shares remain available for grant at December 31, 2023. We believe that such awards provide a means of long-term 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 restricted 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. 62 Summary of Nonvested (Restricted) Shares and Units Activity: We grant time-based and performance-based restricted shares or units. Performance-based restricted shares and units are only granted to executive officers. All performance share awards only vest upon the attainment of certain financial and operational criteria as established and approved by our Board of Directors. The number of shares that may be issued to the award recipients may be greater or lesser than the target award amount depending on actual performance achieved as compared to the performance targets set forth in the awards. Nonvested Restricted Share Activity (time-based) Weighted Average Grant Date Fair Value Nonvested Restricted Share Activity (performance- based) Weighted Average Grant Date Fair Value Outstanding at January 1, 2021 790,617 $ 50.67 307,928 $ 49.16 Granted (1) 226,936 85.19 86,384 65.91 Vested (Earned/Released) (1) ( 264,513 ) 46.09 ( 203,561 ) 44.92 Forfeited (2) ( 60,511 ) 60.96 — — Outstanding as of December 31, 2021 692,529 62.94 190,751 61.68 Granted (3) 278,340 94.12 80,472 59.67 Vested (Earned/Released) (3) ( 270,022 ) 49.42 ( 126,556 ) 43.28 Forfeited (2) ( 41,745 ) 80.71 — — Outstanding at December 31, 2022 659,102 80.52 144,667 71.33 Granted (4) 184,563 112.36 69,131 101.30 Vested (Earned/Released) (4) ( 210,611 ) 69.46 ( 80,915 ) 73.17 Forfeited (2) ( 62,522 ) 92.15 — — Outstanding at December 31, 2023 570,532 $ 93.63 132,883 $ 100.66 (1) Performance-based shares granted and earned/released for the year ended December 31, 2021 includes 37,425 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2018. These shares vested in March 2021. Performance-based shares granted for the year ended December 31, 2021 also includes 1,670 shares and 696 shares that were issued to our former General Counsel, who retired on December 15, 2021, as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the years ended December 31, 2019 and 2018, respectively. These shares vested in December 2021 in accordance with his employment agreement. (2) Forfeitures on time-based nonvested shares are a result of terminations of employment, while forfeitures on performance-based nonvested shares are the result of failing to attain certain goals as outlined in our executive officers' compensation agreements. (3) Performance-based shares granted and earned/released for the year ended December 31, 2022 includes 37,146 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2019. These shares vested in March 2022. (4) Performance-based shares granted and earned/released for the year ended December 31, 2023 includes 26,167 shares that were issued as a result of the performance achievement exceeding the performance targets related to grants to our executive officers for the year ended December 31, 2020. These shares vested in February 2023. 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, 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 expensed straight-line over the service period of the awards. Below is a summary of stock-based compensation expense and stock award activity (in 63 thousands): Years Ended December 31, 2023 2022 2021 Stock-based compensation expense $ 22,511 $ 22,333 $ 20,069 The following table includes additional information regarding our stock compensation plan (dollars in thousands): At December 31, 2023 2022 Unrecognized stock-based compensation cost $ 27,791 $ 29,187 Weighted average years expense recognition period 1.94 1.98 Total equity awards outstanding (1) 703,415 803,769 (1) Includes unvested restricted stock units and performance-based awards (assuming 100 %/target payout). 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 years ended December 31, 2023, 2022 or 2021, other than minor administrative costs. NOTE 12 — INCOME TAXES Components of the income tax provision are as follows (in thousands): Years Ended December 31, 2023 2022 2021 Current taxes: Federal $ 170,306 $ 246,077 $ 180,469 State 41,837 54,576 39,930 212,143 300,653 220,399 Deferred taxes: Federal ( 1,888 ) ( 4,573 ) ( 4,033 ) State 427 1,046 1,024 ( 1,461 ) ( 3,527 ) ( 3,009 ) Total $ 210,682 $ 297,126 $ 217,390 Income taxes for the years ended December 31, 2023, 2022 and 2021, differ from the expected amounts computed using the federal statutory income tax rate of 21 % as a result of the following (in thousands): Years Ended December 31, 2023 2022 2021 Expected taxes at current federal statutory income tax rate $ 199,380 $ 270,757 $ 200,515 State income taxes, net of federal tax benefit 33,389 43,941 31,967 Federal tax credits ( 25,219 ) ( 19,676 ) ( 20,872 ) Non-deductible costs and other 3,132 2,104 5,780 Income tax expense $ 210,682 $ 297,126 $ 217,390 The effective tax rate was 22.2 %, 23.0 %, and 22.8 % for 2023, 2022 and 2021, respectively. The rate in all three years reflect a benefit from Internal Revenue Code ("IRC") §45L energy efficient homes credits. Deferred tax assets and liabilities are netted on our balance sheet by tax jurisdiction. Net overall deferred tax assets for all 64 jurisdictions are grouped and included as a separate asset. Net overall deferred tax liabilities for all jurisdictions are grouped and included in Accrued liabilities. At December 31, 2023, we have a net deferred tax asset of $ 47.6 million. We also have other net deferred tax liabilities of $ 8.0 million. Deferred tax assets and liabilities are comprised of timing differences (in thousands) as follows: At December 31, 2023 2022 Deferred tax assets: Real estate $ 27,049 $ 24,199 Warranty reserve 8,902 8,489 Wages payable 10,669 8,240 Equity-based compensation 7,306 6,597 Accrued expenses 36 114 Other 7,393 8,650 Total deferred tax assets 61,355 56,289 Deferred tax liabilities: Goodwill 3,331 2,473 Prepaids 2,288 1,282 Fixed assets 8,163 7,082 Total deferred tax liabilities 13,782 10,837 Deferred tax assets, net 47,573 45,452 Other deferred tax liabilities - state franchise taxes 8,012 7,351 Net deferred tax assets and liabilities $ 39,561 $ 38,101 At December 31, 2023 and December 31, 2022, we have no unrecognized tax benefits. We believe 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 the provision for income taxes. We determine our deferred tax assets and liabilities in accordance with ASC 740, Income Taxes ("ASC 740" ) . We evaluate our deferred tax assets, including the benefit from net operating losses ("NOLs"), by jurisdiction to determine if a valuation allowance is required. Companies must assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency and severity of cumulative losses, forecasts of future profitability, the length of statutory carry forward periods, experiences with NOLs and experiences of utilizing tax credit carry forwards and tax planning alternatives. We have no NOLs or credit carryovers, and determined that no valuation allowance on our deferred tax assets is necessary at December 31, 2023. The Taxpayer Certainty and Disaster Relief Act of 2020 extended IRC §45L energy efficient homes credit (the "energy tax credit") through the end of 2021. On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") retroactively extended the energy tax credit to homes delivered from January 1, 2022 through December 31, 2032, modified the energy standards required to qualify for the tax credit and increased the per-home credit amount starting in 2023. In accordance with these regulations, we recorded a tax benefit of $ 22.7 million, $ 18.9 million, and $ 16.9 million during the years ended December 31, 2023, 2022 and 2021, respectively, based on our estimate for qualifying new energy efficient homes that we closed in those years. The IRA also created a 15% corporate alternative minimum tax on certain profits and creates a 1% excise tax on stock repurchases. These provisions were effective for us on January 1, 2023 and did not have a material impact on our financial statements. 65 Our future deferred tax asset realization depends on sufficient taxable income in the carryforward periods under existing tax laws. Federal NOL carryforwards may be used to offset future taxable income indefinitely. State NOL carryforwards may be used to offset future taxable income for a period ranging from 5 to 20 years, depending on the state jurisdiction. At December 31, 2023, we had no remaining un-utilized federal NOL carryforward, federal tax credits, or state NOL carryforwards. At December 31, 2023, we have no current income taxes receivable and current income taxes payable of $ 12.2 million, which consists of current federal and state tax accruals, net of current energy tax credits and estimated tax payments. This amount is recorded in Accrued liabilities on the accompanying consolidated balance sheets at December 31, 2023. We conduct business and are subject to tax in the U.S. both federally and in several states. With few exceptions, we are no longer subject to U.S. federal, state, or local income tax examinations by taxing authorities for years prior to 2019. We have one state income tax examination covering various years pending resolution at this time. The future tax benefits from NOLs, built-in losses, and tax credits would be materially reduced or potentially eliminated if we experience an “ownership change” as defined under IRC §382. Based on our analysis performed as of December 31, 2023, we do not believe that we have experienced an ownership change. As a protective measure, our stockholders held a Special Meeting of Stockholders on February 16, 2009 and approved an amendment to our Articles of Incorporation that restricts certain transfers of our common stock. The amendment is intended to help us avoid an unintended ownership change and thereby preserve the value of any tax benefit for future utilization. NOTE 13 — SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION The following table presents certain supplemental cash flow information (in thousands): Years Ended December 31, 2023 2022 2021 Cash paid during the year for: Interest, net of interest capitalized $ ( 1,454 ) $ ( 2,279 ) $ ( 249 ) Income taxes paid $ 211,247 $ 311,725 $ 221,103 Non-cash operating activities: Real estate not owned (decrease)/increase $ — $ ( 8,011 ) $ 8,011 Real estate acquired through notes payable $ 9,267 $ 9,960 $ 8,047 NOTE 14 — RELATED PARTY TRANSACTIONS From time to time, in the normal course of business, we have transacted with related or affiliated companies and with certain of our officers and directors. We believe that the terms and fees negotiated for all transactions listed below are no less favorable than those that could be negotiated in arm’s length transactions. We charter aircraft services from companies that use the private plane of Steven Hilton, our Executive Chairman and former CEO, although Mr. Hilton does not have an ownership interest in the charter companies. Payments made to these charter companies were approximately $ 532,000 , $ 383,000 and $ 535,000 for the years ended December 31, 2023, 2022 and 2021, respectively. NOTE 15 — 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 ten homebuilding operating segments. The homebuilding segments are engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes and providing warranty and customer services. We aggregate our homebuilding operating segments into reporting segments based on similar long-term economic characteristics and geographical proximity. Our three reportable homebuilding segments are as follows: 66 West: Arizona, California, Colorado and Utah Central: Texas East: Florida, Georgia, North Carolina, South Carolina and Tennessee Management’s evaluation of segment performance is based on segment operating income, which we define as home and land closing revenue less cost of home and land closings, including land development and other land sales costs, commissions and other sales costs, and other general and administrative costs incurred by or allocated to each segment, including impairments. Each reportable segment follows the same accounting policies described in Note 1, “Business and Summary of Significant Accounting Policies.” 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: Years Ended December 31, 2023 2022 2021 Homebuilding revenue (1): West $ 2,142,419 $ 2,250,083 $ 1,935,845 Central 1,805,633 1,846,153 1,504,481 East 2,164,961 2,172,491 1,679,784 Consolidated total 6,113,013 6,268,727 5,120,110 Homebuilding segment operating income: West 265,479 466,916 379,093 Central 307,163 376,734 319,435 East 382,513 465,059 302,487 Total homebuilding segment operating income 955,155 1,308,709 1,001,015 Financial services segment profit 12,466 18,294 18,034 Corporate and unallocated costs (2) ( 65,232 ) ( 40,358 ) ( 50,573 ) Interest expense — ( 41 ) ( 318 ) Other income, net 47,948 2,714 4,864 Loss on early extinguishment of debt ( 907 ) — ( 18,188 ) Net earnings before income taxes $ 949,430 $ 1,289,318 $ 954,834 (1) Homebuilding revenue includes the following land closing revenue, by segment: Years Ended December 31, Land closing revenue: 2023 2022 2021 West $ 35,324 $ 47,974 $ 21,426 Central 6,694 10,655 3,799 East 14,211 2,600 12 Total $ 56,229 $ 61,229 $ 25,237 (2) Balance consists primarily of corporate costs and shared service functions such as finance and treasury that are not allocated to the homebuilding or financial services reporting segments. At December 31, 2023 West Central East Financial Services Corporate and Unallocated Total Deposits on real estate under option or contract $ 11,695 $ 10,911 $ 88,758 $ — $ — $ 111,364 Real estate 1,748,732 1,257,054 1,715,505 — — 4,721,291 Investments in unconsolidated entities — 2,825 13,411 — 934 17,170 Other assets 101,376 (1) 272,876 (2) 102,425 (3) 1,889 1,024,743 (4) 1,503,309 Total assets $ 1,861,803 $ 1,543,666 $ 1,920,099 $ 1,889 $ 1,025,677 $ 6,353,134 67 (1) Balance consists primarily of cash and cash equivalents, receivables from title companies or closing agents and property and equipment, net. (2) Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and prepaid expenses and other assets. (3) Balance consists primarily of cash and cash equivalents, goodwill (see Note 10), prepaid expenses and other assets and property and equipment, net. (4) Balance consists primarily of cash and cash equivalents, deferred tax assets and prepaid expenses and other assets. At December 31, 2022 West Central East Financial Services Corporate and Unallocated Total Deposits on real estate under option or contract $ 21,599 $ 8,992 $ 46,138 $ — $ — $ 76,729 Real estate 1,775,879 1,298,455 1,283,929 — — 4,358,263 Investments in unconsolidated entities 110 2,866 7,503 — 1,274 11,753 Other assets 99,267 (1) 241,470 (2) 132,181 (3) 1,536 850,902 (4) 1,325,356 Total assets $ 1,896,855 $ 1,551,783 $ 1,469,751 $ 1,536 $ 852,176 $ 5,772,101 (1) Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and property and equipment, net. (2) Balance consists primarily of cash and cash equivalents, development reimbursements from local municipalities and prepaid expenses and other assets. (3) Balance consists primarily of cash and cash equivalents, goodwill, prepaid expenses and other assets and property and equipment, net. (4) Balance consists primarily of cash and cash equivalents, deferred tax assets and prepaid expenses and other assets. NOTE 16 — COMMITMENTS AND CONTINGENCIES We are involved in various routine legal and regulatory proceedings, including, without limitation, claims and litigation alleging construction defects. In general, the proceedings are incidental to our business, and most exposure is subject to and should be covered by warranty and indemnity obligations of our consultants and subcontractors. Additionally, some such claims are also covered by insurance. With respect to the majority of pending litigation matters, our ultimate legal and financial responsibility, if any, cannot be estimated with certainty and, in most cases, any potential material losses related to these matters are not considered probable. Historically, most disputes regarding warranty claims are resolved prior to litigation. We believe there are no pending legal or warranty matters as of December 31, 2023 that could have a material adverse impact upon our consolidated financial condition, results of operations or cash flows that have not been sufficiently reserved. As discussed in Note 1 under the heading “Warranty Reserves”, we have case specific reserves within our $ 37.4 million of total warranty reserves related to alleged stucco defects in certain homes we constructed predominantly between 2006 and 2017 and HVAC condensation issues in limited geographies for homes constructed and delivered in 2021 and the first half of 2022. Our review and management of these matters is ongoing and our estimate of and reserves for resolving them is based on internal data, historical experience, our judgment and various assumptions and estimates. Due to the degree of judgment and the potential for variability in our underlying assumptions and data, as we obtain additional information, we may revise our estimate and thus our related reserves. As of December 31, 2023, after considering potential recoveries from the consultants and contractors involved and their insurers and the potential recovery under our general liability insurance policies, we believe our reserves are sufficient to cover the above mentioned matter. See Note 1 for information related to our warranty obligations. See Note 4 for information related to our leases. 68 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None