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Taylor Morrison Home Corp - Quarter Report: 2021 March (Form 10-Q)

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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 March 31, 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: 001-35873  
TAYLOR MORRISON HOME CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 83-2026677
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
4900 N. Scottsdale Road, Suite 2000 85251
Scottsdale, Arizona
(Address of principal executive offices) (Zip Code)
(480) 840-8100
(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, $0.00001 par valueTMHCNew 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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   Accelerated filer 
Non-accelerated filer  ¨  Smaller reporting company 
Emerging growth company    


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class  
Outstanding as of April 29, 2021
Common stock, $0.00001 par value  128,956,458


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TAYLOR MORRISON HOME CORPORATION
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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)

March 31,
2021
December 31,
2020
Assets
Cash and cash equivalents$392,500 $532,843 
Restricted cash976 1,266 
Total cash, cash equivalents, and restricted cash393,476 534,109 
Owned inventory5,567,328 5,209,653 
Consolidated real estate not owned 57,857 122,773 
Total real estate inventory5,625,185 5,332,426 
Land deposits124,469 125,625 
Mortgage loans held for sale243,250 201,177 
Derivative assets7,894 5,294 
Lease right of use assets69,435 73,222 
Prepaid expenses and other assets, net243,363 242,744 
Other receivables, net105,915 96,241 
Investments in unconsolidated entities136,105 127,955 
Deferred tax assets, net238,078 238,078 
Property and equipment, net125,118 97,927 
Goodwill663,197 663,197 
Total assets$7,975,485 $7,737,995 
Liabilities
Accounts payable$258,349 $215,047 
Accrued expenses and other liabilities390,301 430,067 
Lease liabilities79,572 83,240 
Income taxes payable46,184 12,841 
Customer deposits421,838 311,257 
Estimated development liability40,233 40,625 
Senior notes, net2,452,354 2,452,365 
Loans payable and other borrowings392,400 348,741 
Revolving credit facility borrowings— — 
Mortgage warehouse borrowings180,833 127,289 
Liabilities attributable to consolidated real estate not owned 57,857 122,773 
Total liabilities$4,319,921$4,144,245
COMMITMENTS AND CONTINGENCIES (Note 15)
Stockholders’ Equity
Total stockholders’ equity3,655,564 3,593,750 
Total liabilities and stockholders’ equity$7,975,485 $7,737,995 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
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TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)
 Three Months Ended
March 31,
 20212020
Home closings revenue, net$1,363,429 $1,264,640 
Land closings revenue4,889 22,939 
Financial services revenue44,065 28,039 
Amenity and other revenue5,429 30,081 
Total revenue1,417,812 1,345,699 
Cost of home closings1,110,242 1,070,503 
Cost of land closings4,027 27,132 
Financial services expenses23,999 20,647 
Amenity and other expenses5,103 29,661 
Total cost of revenue1,143,371 1,147,943 
Gross margin274,441 197,756 
Sales, commissions and other marketing costs85,952 86,327 
General and administrative expenses61,553 50,526 
Equity in income of unconsolidated entities(5,661)(2,426)
Interest income, net(119)(560)
Other expense, net975 6,290 
Transaction expenses— 86,374 
Income/(loss) before income taxes131,741 (28,775)
Income tax provision29,298 781 
Net income/(loss) before allocation to non-controlling interests 102,443 (29,556)
Net income attributable to non-controlling interests — joint ventures(4,422)(1,875)
Net income/(loss) available to Taylor Morrison Home Corporation$98,021 $(31,431)
Earnings/(loss) per common share
Basic$0.76 $(0.26)
Diluted$0.75 $(0.26)
Weighted average number of shares of common stock:
Basic128,883 121,908 
Diluted131,246 121,908 

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
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TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, unaudited)
 Three Months Ended March 31,
 20212020
Income/(loss) before non-controlling interests, net of tax$102,443 $(29,556)
Post-retirement benefits adjustments, net of tax— (13)
Comprehensive income/(loss)102,443 (29,569)
Comprehensive income attributable to non-controlling interests — joint ventures(4,422)(1,875)
Comprehensive income/(loss) available to Taylor Morrison Home Corporation$98,021 $(31,444)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
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TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands, except share data, unaudited)
For the three months ended March 31, 2021
 Common StockAdditional
Paid-in
Capital
Treasury StockStockholders' Equity
 SharesAmountAmountSharesAmountRetained
Earnings
Accumulated 
Other
Comprehensive
Loss
Non-controlling
Interest - Joint
Venture
Total
Stockholders’
Equity
Balance – December 31, 2020
129,476,914 $$2,926,773 25,884,756 $(446,856)$1,025,789 $(1,166)$89,209 $3,593,750 
Net income— — — — — 98,021 — 4,422 102,443 
Exercise of stock options349,675 — 6,320 — — — — — 6,320 
Issuance of restricted stock units, net of shares withheld for tax(1)
357,213 — (4,664)— — — — — (4,664)
Repurchase of common stock(1,447,309)— — 1,447,309 (38,418)— — — (38,418)
Stock compensation expense— — 5,682 — — — — — 5,682 
Distributions to non-controlling interests of consolidated joint ventures— — — — — — — (7,961)(7,961)
Changes in non-controlling interests of consolidated joint ventures— — — — — — — (1,588)(1,588)
Balance – March 31, 2021
128,736,493 $$2,934,111 27,332,065 $(485,274)$1,123,810 $(1,166)$84,082 $3,655,564 
(1) Dollar amount represents the value of shares withheld for taxes.
For the three months ended March 31, 2020
 Common StockAdditional
Paid-in
Capital
Treasury StockStockholders' Equity
 SharesAmountAmountSharesAmountRetained
Earnings
Accumulated 
Other
Comprehensive
Income
Non-controlling
Interest - Joint
Venture
Total
Stockholders’
Equity
Balance – December 31, 2019
105,851,285 $$2,097,995 19,943,432 $(343,524)$782,350 $884 $8,006 $2,545,712 
Net (loss)/ income— — — — — (31,431)— 1,875 (29,556)
Other comprehensive loss— — — (13)— (13)
Exercise of stock options250,149 — 4,548 — — — — — 4,548 
Issuance of restricted stock units, net of shares withheld for tax(1)
602,418 — (7,075)— — — — — (7,075)
Issuance of equity in connection with business combinations28,327,290 — 849,920 — — — — — 849,920 
Repurchase of common stock(5,436,479)— — 5,436,479 (90,163)— — — (90,163)
Stock compensation expense— — 11,896 — — — — — 11,896 
Stock compensation expense related to WLH acquisition— — 5,107 — — — — — 5,107 
WLH equity award accelerations due to change in control— — 8,421 — — — — — 8,421 
Distributions to non-controlling interests of consolidated joint ventures— — — — — — — 6,735 6,735 
Changes in non-controlling interests of consolidated joint ventures— — — — — — — 117,509 117,509 
Balance – March 31, 2020
129,594,663 $$2,970,812 25,379,911 $(433,687)$750,919 $871 $134,125 $3,423,041 
(1) Dollar amount represents the value of shares withheld for taxes.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
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TAYLOR MORRISON HOME CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)

 Three Months Ended March 31,
 20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) before allocation to non-controlling interests$102,443 $(29,556)
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
Equity in income of unconsolidated entities(5,661)(2,426)
Stock compensation expense5,682 17,002 
Distributions of earnings from unconsolidated entities3,162 1,489 
Depreciation and amortization9,636 8,601 
Operating lease expense3,969 3,752 
Debt issuance costs/(premium) amortization118 (406)
Land held for sale write-downs— 4,347 
Changes in operating assets and liabilities:
Real estate inventory and land deposits(356,519)73,261 
Mortgages held for sale, prepaid expenses and other assets(85,270)1,535 
Customer deposits110,581 32,516 
Accounts payable, accrued expenses and other liabilities34,208 (37,422)
Income taxes payable33,343 (592)
Net cash (used in)/provided by operating activities(144,308)72,101 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(7,824)(6,031)
Payments for business acquisitions, net of cash acquired— (209,446)
Distributions of capital from unconsolidated entities7,451 6,713 
Investments of capital into unconsolidated entities(13,102)(3,042)
Net cash used in investing activities(13,475)(211,806)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loans payable and other borrowings36,868 18,205 
Repayments of loans payable and other borrowings(27,580)(32,726)
Borrowings on revolving credit facility— 695,000 
Repayments on revolving credit facility— (210,000)
Borrowings on mortgage warehouse697,398 432,488 
Repayments on mortgage warehouse(643,854)(446,555)
Repayments on senior notes— (50,000)
Payment of deferred financing costs— (3)
Proceeds from stock option exercises6,320 4,548 
Payment of principle portion of finance lease(1,325)(1,325)
Repurchase of common stock, net(38,418)(90,163)
Payment of taxes related to net share settlement of equity awards(5,288)(7,075)
Changes and (distributions to)/contributions to non-controlling interests of consolidated joint ventures, net(6,971)10,171 
Net cash provided by financing activities17,150 322,565 
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH$(140,633)$182,860 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period534,109 328,572 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period$393,476 $511,432 
SUPPLEMENTAL CASH FLOW INFORMATION:
Income tax refund, net$4,592 $325 
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Change in loans payable issued to sellers in connection with land purchase contracts$82,378 $20,189 
Change in inventory not owned$(64,916)$(22,281)
Issuance of common stock in connection with business acquisition$— $867,284 
Net non-cash (distributions)/contributions from non-controlling interests$(990)$6,697 
Non-cash portion of loss on debt extinguishment$— $1,723 


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements
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TAYLOR MORRISON HOME CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
Description of the Business — Taylor Morrison Home Corporation “TMHC” through its subsidiaries (together with TMHC referred to herein as “we,” “our,” “the Company” and “us”), owns and operates a residential homebuilding business and is a developer of lifestyle communities. We operate in the states of Arizona, California, Colorado, Florida, Georgia, Nevada, North and South Carolina, Oregon, Texas, and Washington. Our Company serves a wide array of consumer groups from coast to coast, including first time, move-up, luxury, and active adult. Our homebuilding segments operate under our Taylor Morrison, Darling Homes, and William Lyon Signature brand names. Our business is organized into multiple homebuilding operating components, and a financial services component, all of which are managed as four reportable segments: East, Central, West, and Financial Services. The communities in our homebuilding segments generally offer single and multi-family attached and detached homes. We are the general contractors for all real estate projects and retain subcontractors for home construction and land development. We have an exclusive partnership with Christopher Todd Communities, a growing Phoenix-based developer of innovative, luxury rental communities to operate a “Build-to-Rent” homebuilding business. We serve as a land acquirer, developer, and homebuilder while Christopher Todd Communities provides community design and property management consultation. We also operate Urban Form Development, LLC (“Urban Form”), which primarily develops and constructs multi-use properties consisting of commercial space, retail, and multi-family units. Our Financial Services segment provides financial services to customers through our wholly owned mortgage subsidiary, operating as Taylor Morrison Home Funding, LLC (“TMHF”), title services through our wholly owned title services subsidiary, Inspired Title Services, LLC (“Inspired Title”), and homeowner’s insurance policies through our insurance agency, Taylor Morrison Insurance Services, LLC (“TMIS”).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation — The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles 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. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). In the opinion of management, the accompanying unaudited Condensed 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 a full fiscal year.
We consolidate certain joint ventures in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The income from the percentage of the joint venture not owned by us is presented as “Net income attributable to non-controlling interests - joint ventures” on the Condensed Consolidated Statements of Operations.

Use of Estimates — The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and these accompanying notes. Significant estimates include real estate development costs to complete, valuation of real estate, valuation of acquired assets, valuation of goodwill, valuation of development liabilities, valuation of equity awards, valuation allowance on deferred tax assets, and reserves for warranty and self-insured risks. Actual results could differ from those estimates.

Goodwill — The excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed is capitalized as goodwill in accordance with ASC Topic 350, Intangibles — Goodwill and Other. ASC 350 requires that goodwill and intangible assets that do not have finite lives not be amortized, but rather assessed for impairment at least annually or more frequently if certain impairment indicators are present. We perform our annual impairment test during the fourth quarter or whenever impairment indicators are present. We did not perform an impairment test during the first quarter of 2021 as indicators of impairment were not present as of March 31, 2021.

Real Estate Inventory — Inventory consists of raw land, land under development, homes under construction, completed homes, and model homes, all of which are stated at cost. In addition to direct carrying costs, we also capitalize interest, real estate taxes, and related development costs that benefit the entire community, such as field construction supervision and related direct overhead. Home vertical construction costs are accumulated and charged to cost of sales at the time of home closing using the specific identification method. Land acquisition, development, interest, and real estate taxes are allocated to homes and units generally using the relative sales value method. Generally, all overhead costs relating to our materials procurement process, vertical construction of a home, and construction utilities are considered overhead costs and allocated on a per unit
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basis. These costs are capitalized to inventory from the point development begins to the point construction is completed. Changes in estimated costs to be incurred in a community are generally allocated to the remaining lots on a prospective basis. For those communities that have been temporarily closed or development has been discontinued, we do not allocate interest or other costs to the community’s inventory until activity resumes. Such costs are expensed as incurred.

We capitalize qualifying interest costs to inventory during the development and construction periods. Capitalized interest is charged to cost of sales when the related inventory is charged to cost of sales.

We assess the recoverability of our inventory in accordance with the provisions of ASC Topic 360, Property, Plant, and Equipment. We review our real estate inventory for indicators of impairment on a community-level basis during each reporting period. If indicators of impairment are present for a community, we first perform an undiscounted cash flow analysis to determine if the carrying value of the assets in that community exceeds the expected undiscounted cash flows. Generally, if the carrying value of the assets exceeds their estimated undiscounted cash flows, then the assets are deemed to be impaired and are recorded at fair value as of the assessment date. Our determination of fair value is primarily based on a discounted cash flow model which includes projections and estimates relating to sales prices, construction costs, sales pace, and other factors. 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. For the three months ended March 31, 2021 and 2020, no impairment charges were recorded.

In certain cases, we may elect to cease development and/or marketing of an existing community if we believe the economic performance of the community would be maximized by deferring development for a period of time to allow for market conditions to improve. We refer to such communities as long-term strategic assets. The decision may be based on financial and/or operational metrics as determined by us. If we decide to cease development, we will evaluate the project for impairment and then cease future development and marketing activity until such a time when we believe that market conditions have improved and economic performance can be maximized. Our assessment of the carrying value of our long-term strategic assets typically includes subjective estimates of future performance, including the timing of when development will recommence, the type of product to be offered, and the margin to be realized. In the future, some of these inactive communities may be re-opened while others may be sold. As of March 31, 2021 and December 31, 2020, we had one inactive project in our East region with a carrying value of $13.5 million.

We have land purchase agreements with various land sellers. As a method of acquiring land in staged takedowns, while limiting risk and minimizing the use of funds from our available cash or other financing sources, we may transfer our right under certain specific performance agreements to entities owned by third parties (“land banking arrangements”). These entities use equity contributions from their owners and/or incur debt to finance the acquisition and development of the land. The entities grant us an option to acquire lots in staged takedowns. In consideration for this option, we make a non-refundable deposit of 15% to 25% of the total purchase price. We are not legally obligated to purchase the balance of the lots, but would forfeit any existing deposits and could be subject to financial and other penalties if the lots were not purchased. We do not have an ownership interest in these entities or title to their assets and do not guarantee their liabilities. These land banking arrangements help us manage the financial and market risk associated with land holdings.

Investments in Consolidated and Unconsolidated Entities

Consolidated Entities — In the ordinary course of business, we enter into land purchase contracts, lot option contracts and land banking arrangements in order to procure land or lots for the construction of homes. Such contracts enable us to control significant lot positions with a minimal initial capital investment and substantially reduce the risks associated with land ownership and development. In accordance with ASC Topic 810, Consolidation, we have concluded that when we enter into these agreements to acquire land or lots and pay a non-refundable deposit, a Variable Interest Entity (“VIE”) may be created because we are deemed to have provided subordinated financial support that will absorb some or all of an entity’s expected losses if they occur. If we are the primary beneficiary of the VIE, we will consolidate the VIE in our Condensed Consolidated Financial Statements and reflect such assets and liabilities as Consolidated real estate not owned within our real estate inventory balance and Liabilities attributable to consolidated real estate not owned, respectively in the Consolidated Balance Sheets.

Unconsolidated Joint Ventures — We use the equity method of accounting for entities over which we exercise significant influence but do not have a controlling interest over the operating and financial policies of the investee. For unconsolidated entities in which we function as the managing member, we have evaluated the rights held by our joint venture partners and determined that they have substantive participating rights that preclude the presumption of control. Our share of net earnings or losses is included in Equity in income of unconsolidated entities when earned and distributions are credited against our investment in the joint venture when received. Our share of the joint venture profit relating to lots we purchase from the joint ventures is deferred until homes are delivered by us and title passes to a third party. These joint ventures are recorded in Investments in unconsolidated entities on the Consolidated Balance Sheets.
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We evaluate our investments in unconsolidated entities for indicators of impairment at least semi-annually, or whenever indicators of impairment are present. A series of operating losses of an investee or other factors may indicate that a decrease in value of our investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized is the excess of the investment’s carrying amount over its estimated fair value. Additionally, we consider various qualitative factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include age of the venture, stage in its life cycle, intent and ability for us to recover our investment in the entity, financial condition and long-term prospects of the entity, short-term liquidity needs of the unconsolidated entity, trends in the general economic environment of the land, entitlement status of the land held by the unconsolidated entity, overall projected returns on investment, defaults under contracts with third parties (including bank debt), recoverability of the investment through future cash flows and relationships with the other partners. If we believe that the decline in the fair value of the investment is temporary, then no impairment is recorded. We did not record any impairment charges for the three months ended March 31, 2021 and 2020.

Prepaid Expenses and Other Assets, Net — Prepaid expenses consist of sales commissions, unamortized model home costs, such as design fees and furniture, and the unamortized issuance costs for the Revolving Credit Facility. Other assets consist of various operating and escrow deposits, pre-acquisition costs, and other deferred costs. Build-to-rent assets consist of land and development costs relating to our projects under construction. Urban Form assets consist primarily of land and development costs relating to projects under construction.

Revenue Recognition — We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). The standard's core principle requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services.

Home and land closings revenue
Under Topic 606, the following steps are applied to determine the proper home closings revenue and land closings revenue recognition: (1) we identify the contract(s) with our customer; (2) we identify the performance obligations in the contract; (3) we determine the transaction price; (4) we allocate the transaction price to the performance obligations in the contract; and (5) we recognize revenue when (or as) we satisfy the performance obligation. For our home sales transactions, we have one contract, with one performance obligation, with each customer to build and deliver the home purchased (or develop and deliver land). Based on the application of the five steps, the following summarizes the timing and manner of home and land sales revenue:
Revenue from closings of residential real estate is recognized when closings have occurred, the buyer has made the required minimum down payment, obtained necessary financing, the risks and rewards of ownership are transferred to the buyer, and we have no continuing involvement with the property, which is generally upon the close of escrow. Revenue is reported net of any discounts and incentives.       
Revenue from land sales is recognized when a significant down payment is received, title passes and collectability of the receivable, if any, is reasonably assured, and we have no continuing involvement with the property, which is generally upon the close of escrow.

Amenity and other revenue
We own and operate certain amenities such as golf courses, club houses, and fitness centers, which require us to provide club members with access to the facilities in exchange for the payment of club dues. We collect club dues and other fees from the club members, which are invoiced on a monthly basis. Revenue from our golf club operations is also included in amenity and other revenue. Amenity and other revenue also includes revenue from the sale of assets which include multi-use properties as part of our Urban Form operations.

Financial services revenue
Mortgage operations and hedging activity related to financial services are not within the scope of Topic 606. Loan origination fees (including title fees, points, and closing costs) are recognized at the time the related real estate transactions are completed, which is usually upon the close of escrow. All of the loans TMHF originates are sold to third party investors within a short period of time, on a non-recourse basis. Gains and losses from the sale of mortgages are recognized in accordance with ASC Topic 860-20, Sales of Financial Assets. TMHF does not have continuing involvement with the transferred assets; therefore, we derecognize the mortgage loans at time of sale, based on the difference between the selling price and carrying value of the related loans upon sale, recording a gain/loss on sale in the period of sale. Also included in Financial services revenue/expenses are realized and unrealized gains and losses from hedging instruments.

Recently Issued Accounting Pronouncements — In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is
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intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. We adopted ASU 2019-12 as of January 1, 2021, but this pronouncement did not have a material impact on our consolidated financial statements and disclosures.


3. BUSINESS COMBINATIONS

In accordance with ASC Topic 805, Business Combinations, all assets acquired and liabilities assumed from our acquisition of William Lyon Homes (“WLH”) on February 6, 2020 were measured and recognized at fair value as of the date of the acquisition to reflect the purchase price paid. Upon finalization, total purchase consideration of the WLH acquisition was $1.1 billion, consisting of multiple components: (i) cash of $157.8 million, (ii) the issuance of approximately 28.3 million shares of TMHC Common Stock with a value of $773.9 million, (iii) the repayment of $160.8 million of borrowings under WLH's Revolving Credit Facility, and (iv) the conversion of WLH issued equity instruments consisting of restricted stock units, restricted stock awards, options and warrants to TMHC awards and warrants with a value of $24.1 million.

We determined the estimated fair value of real estate inventory on a community-level basis, using a reasonable range of market comparable gross margins based on the inventory geography and product type. These estimates are significantly impacted by assumptions related to expected average home selling prices and sales incentives, expected sales paces and cancellation rates, expected land development and construction timelines, and anticipated land development, construction, and overhead costs. Such estimates were made for each individual community and varied significantly between communities. We believe our estimates and assumptions are reasonable.

The following is a summary of the final fair value of assets acquired and liabilities assumed.
(Dollars in thousands)
Acquisition DateFebruary 6, 2020
Assets acquired
Real estate inventory$2,069,323 
Prepaid expenses and other assets(1)
265,729 
Deferred tax assets, net148,193 
Goodwill(2)
513,768 
Total assets$2,997,013 
Less liabilities assumed
Accrued expenses and other liabilities$457,365 
Total debt1,306,578 
Non-controlling interest116,157 
Net assets acquired$1,116,913 
(1) Includes cash acquired.
(2) Goodwill is not deductible for tax purposes. We allocated $465.6 million and $48.2 million of goodwill to the West and Central homebuilding segments, respectively.

Unaudited Pro Forma Results of Business Combinations

The following unaudited pro forma information for the period presented includes the results of operations of our acquisition of WLH as if it had been completed on January 1, 2019. The pro forma results are presented for informational purposes only and do not purport to be indicative of the results of operations or future results that would have been achieved if the acquisition had taken place one year prior to the acquisition year. The pro forma information combines the historical results of the Company with the historical results of WLH for the periods presented.

The unaudited pro forma results do not give effect to any synergies, operating efficiencies, or other costs savings that may result from the acquisition, or other significant non-reoccurring expenses or transactions that do not have a continuing impact. Earnings per share utilizes pro forma net income available to TMHC and total weighted average shares of common stock. The pro forma amounts are based on available information and certain assumptions that we believe are reasonable.
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For the three months ended March 31,
(Dollars in thousands except per share data)
2020
(Pro forma)
Total revenue$1,432,797 
Net income before allocation to non-controlling interests$9,027 
Net income attributable to non-controlling interests — joint ventures(988)
Net income available to TMHC $8,039 
Weighted average shares - Basic133,643
Weighted average shares - Diluted134,935
Earnings per share - Basic $0.06 
Earnings per share - Diluted$0.06 
For the three months ended March 31, 2020, total revenue on the condensed consolidated statement of operations included $282.6 million of revenues and loss before income taxes included loss of $31.7 million from WLH since the date of acquisition.
4. EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income/(loss) available to TMHC by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share gives effect to the potential dilution that could occur if all outstanding dilutive equity awards to issue shares of Common Stock were exercised or settled.
The following is a summary of the components of basic and diluted earnings per share (in thousands, except per share amounts):
 Three Months Ended
March 31,
2021
2020(1)
Numerator:
Net income/(loss) available to TMHC $98,021 $(31,431)
Denominator:
Weighted average shares – basic 128,883 121,908 
Restricted stock units 975 — 
Stock Options 844 — 
Warrants 544 — 
Weighted average shares – diluted131,246 121,908 
Earnings/(loss) per common share – basic:
Net income/(loss) available to Taylor Morrison Home Corporation$0.76 $(0.26)
Earnings/(loss) per common share – diluted:
Net income/(loss) available to Taylor Morrison Home Corporation$0.75 $(0.26)
(1) Due to a loss for the three months ended March 31, 2020, no incremental shares associated with (1) restricted stock units, (2) stock options and (3) warrants were included because the effect would be antidilutive.

The above calculations of weighted average shares excludes 811,658 and 2,547,953 anti-dilutive stock options and unvested restricted stock units (“RSUs”) for the three months ended March 31, 2021 and 2020, respectively.

5. REAL ESTATE INVENTORY AND LAND DEPOSITS
Inventory consists of the following (in thousands):
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As of
March 31,
2021
December 31, 2020
Real estate developed and under development $4,036,364 $3,862,785 
Real estate held for development or held for sale (1)
129,384 110,954 
Operating communities (2)
1,227,406 1,072,134 
Capitalized interest174,174 163,780 
Total owned inventory5,567,328 5,209,653 
Real estate not owned57,857 122,773 
Total real estate inventory$5,625,185 $5,332,426 
(1) Real estate held for development or held for sale includes properties which are not in active production. This includes raw land recently purchased or awaiting entitlement, and, if applicable, long-term strategic assets.
(2) Operating communities consist of all vertical construction costs relating to homes in progress and completed homes for all active inventory.

The development status of our land inventory is as follows (dollars in thousands):
 
As of
March 31, 2021December 31, 2020
 Owned LotsBook Value of Land
and Development
Owned LotsBook Value of Land
and Development
Raw(1)
11,107 $373,805 12,330 $356,681 
Partially developed21,285 1,256,035 19,495 1,215,419 
Finished22,693 2,522,446 21,396 2,388,177 
Long-term strategic assets158 13,462 158 13,462 
Total55,243 $4,165,748 53,379 $3,973,739 
(1) Commercial assets are included in number of owned lots and book value of land and development.

Land Deposits — We provide deposits related to land options and land purchase contracts, which are capitalized when paid and classified as Land deposits until the associated property is purchased.

As of March 31, 2021 and December 31, 2020, we had the right to purchase 7,373 and 7,449 lots under land option purchase contracts, respectively, for an aggregate purchase price of $519.8 million and $485.4 million, respectively. We do not have title to the properties, and the creditors generally have no recourse against us. As of March 31, 2021 and December 31, 2020, our exposure to loss related to our option contracts with third parties and unconsolidated entities consisted of non-refundable deposits totaling $92.5 million and $65.3 million, respectively.

We also have various land banking arrangements. As of March 31, 2021 and December 31, 2020, we had the right to purchase 1,476 lots and 2,426 lots under such land agreements for an aggregate purchase price of $137.7 million and $275.0 million, respectively. We are not legally obligated to purchase the balance of the lots. As of March 31, 2021 and December 31, 2020, our exposure to loss related to deposits on land banking arrangements totaled $32.0 million and $60.3 million, respectively.


Capitalized Interest — Interest capitalized, incurred and amortized is as follows (in thousands):
 Three Months Ended
March 31,
 20212020
Interest capitalized - beginning of period$163,780 $115,593 
Interest incurred37,719 37,575 
Interest amortized to cost of home closings(27,325)(24,298)
Interest capitalized - end of period$174,174 $128,870 


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6. INVESTMENTS IN CONSOLIDATED AND UNCONSOLIDATED ENTITIES
Unconsolidated Entities
We have investments in a number of joint ventures with third parties, with ownership interests up to 50.0%. These entities are generally involved in real estate development, homebuilding and/or mortgage lending activities. Some of these joint ventures develop land for the sole use of the joint venture participants, including us, and others develop land for sale to both the joint venture participants and to unrelated builders. Our share of the joint venture profit relating to lots we purchase from the joint ventures is deferred until homes are delivered by us and title passes to a homebuyer.

Summarized, unaudited combined financial information of unconsolidated entities that are accounted for by the equity method is as follows (in thousands):
As of
March 31,
2021
December 31,
2020
Assets:
Real estate inventory$332,427 $342,451 
Other assets145,209 133,903 
Total assets$477,636 $476,354 
Liabilities and owners’ equity:
Debt$178,483 $183,911 
Other liabilities18,903 21,215 
Total liabilities197,386 205,126 
Owners’ equity:
TMHC136,105 127,955 
Others144,145 143,273 
Total owners’ equity280,250 271,228 
Total liabilities and owners’ equity$477,636 $476,354 

 Three Months Ended
March 31,
 20212020
Revenues$49,880 $48,972 
Costs and expenses(34,157)(41,494)
Income of unconsolidated entities$15,723 $7,478 
TMHC’s share in income of unconsolidated entities$5,661 $2,426 
Distributions to TMHC from unconsolidated entities$10,613 $8,202 

Consolidated Entities
We have a total of 25 joint ventures as of March 31, 2021 for the purpose of land development and homebuilding activities, which we have determined to be VIEs. As the managing member, we oversee the daily operations and have the power to direct the activities of the VIEs, or joint ventures. Based upon the allocation of income and loss per the applicable joint venture agreements and certain performance guarantees, we have potentially significant exposure to the risks and rewards of the joint ventures. Therefore, we are the primary beneficiary of these joint venture VIEs, and these entities were consolidated as of March 31, 2021.

As of March 31, 2021, the assets of the consolidated joint ventures totaled $378.0 million, of which $18.0 million was cash and cash equivalents and $292.5 million was owned inventory. The liabilities of the consolidated joint ventures totaled $221.3 million, primarily comprised of notes payable, accounts payable and accrued liabilities.


7. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following (in thousands):
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As of
March 31, 2021
As of
December 31, 2020
Real estate development costs to complete$49,924 $38,935 
Compensation and employee benefits79,427 113,896 
Self-insurance and warranty reserves116,406 118,116 
Interest payable35,237 45,917 
Property and sales taxes payable26,741 28,523 
Other accruals82,566 84,680 
Total accrued expenses and other liabilities$390,301 $430,067 

Self-Insurance and Warranty Reserves – We accrue for the expected costs associated with our limited warranty, deductibles and self-insured amounts under our various insurance policies within Beneva Indemnity Company ("Beneva"), a wholly owned subsidiary. A summary of the changes in our reserves are as follows (in thousands):
 Three Months Ended
March 31,
20212020
Reserve - beginning of period$118,116 $120,048 
Net additions to reserves due to WLH acquisition— 9,130 
Other additions to reserves12,391 9,738 
Cost of claims incurred(15,865)(18,987)
Changes in estimates to pre-existing reserves1,764 2,035 
Reserve - end of period$116,406 $121,964 


8. ESTIMATED DEVELOPMENT LIABILITY

The estimated development liability consists primarily of estimated future utilities improvements in Poinciana, Florida and Rio Rico, Arizona for more than 8,000 home sites previously sold, in most cases prior to 1980. The estimated development liability is reduced by actual expenditures and is evaluated and adjusted, as appropriate, to reflect management’s estimate of potential completion costs or, if available, third-party engineer cost estimate reports which reflect the estimated completion costs. Future increases or decreases of costs for construction, material and labor, as well as other land development and utilities infrastructure costs, may have a significant effect on the estimated development liability.
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9. DEBT
Total debt consists of the following (in thousands):
As of
March 31, 2021December 31, 2020
PrincipalUnamortized Debt Issuance (Costs)/PremiumCarrying ValuePrincipalUnamortized Debt Issuance (Costs)/PremiumCarrying Value
5.875% Senior Notes due 2023
$350,000 $(1,158)$348,842 $350,000 $(1,300)$348,700 
5.625% Senior Notes due 2024
350,000 (1,570)348,430 350,000 (1,705)348,295 
5.875% Senior Notes due 2027
500,000 (4,830)495,170 500,000 (5,026)494,974 
6.625% Senior Notes due 2027(1)
300,000 20,116 320,116 300,000 20,915 320,915 
5.75% Senior Notes due 2028
450,000 (4,288)445,712 450,000 (4,445)445,555 
5.125% Senior Notes due 2030
500,000 (5,916)494,084 500,000 (6,074)493,926 
Senior Notes subtotal$2,450,000 $2,354 $2,452,354 $2,450,000 $2,365 $2,452,365 
Loans payable and other borrowings392,400 — 392,400 348,741 — 348,741 
Revolving Credit Facility— — — — — — 
Mortgage warehouse borrowings180,833 — 180,833 127,289 — 127,289 
Total debt$3,023,233 $2,354 $3,025,587 $2,926,030 $2,365 $2,928,395 
(1) Consists of remaining 2027 6.625% WLH notes and 2027 6.625% TM Communities Notes issued by TM Communities in connection with the exchange offer as described below. Unamortized Debt Issuance (Cost)/Premium for such notes is reflective of fair value adjustments as a result of purchase accounting estimates.

Senior Notes
All of our senior notes (the “Senior Notes”) described below and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indentures governing our Senior Notes (except for the remaining 6.625% William Lyon Notes due 2027, as described below) contain covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions and contain customary events of default. None of the indentures for the Senior Notes have financial maintenance covenants. As of March 31, 2021, we were in compliance with all of the covenants under the Senior Notes.


5.875% Senior Notes due 2023
On April 16, 2015, Taylor Morrison Communities, Inc (“TM”) issued $350.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “2023 5.875% Senior Notes”), which mature on April 15, 2023. The 2023 5.875% Senior Notes are guaranteed by Taylor Morrison Home III Corporation, Taylor Morrison Holdings, Inc. and their homebuilding subsidiaries (collectively, the “Guarantors”). We are required to offer to repurchase the 2023 5.875% Senior Notes at a price equal to 101% of their aggregate principal amount (plus accrued and unpaid interest) upon certain change of control events where there is a credit rating downgrade that occurs in connection with the change of control.

Prior to January 15, 2023, the 2023 5.875% Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through January 15, 2023 (plus accrued and unpaid interest). Beginning January 15, 2023, the 2023 5.875% Senior Notes are redeemable at par (plus accrued and unpaid interest).

5.625% Senior Notes due 2024
On March 5, 2014, TM Communities issued $350.0 million aggregate principal amount of 5.625% Senior Notes due 2024 (the “2024 Senior Notes”), which mature on March 1, 2024. The 2024 Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2024 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.

Prior to December 1, 2023, the 2024 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through December 1, 2023 (plus accrued and unpaid interest). Beginning on December 1, 2023, the 2024 Senior Notes are redeemable at par (plus accrued and unpaid interest).
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5.875% Senior Notes due 2027
On June 5, 2019, TM Communities issued $500.0 million aggregate principal amount of 5.875% Senior Notes due 2027 (the “2027 5.875% Senior Notes”), which mature on June 15, 2027. The 2027 5.875% Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2027 5.875% Senior Notes are similar to those contained in the indentures governing our other Senior Notes.

Prior to March 15, 2027, the 2027 5.875% Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through March 15, 2027 (plus accrued and unpaid interest). Beginning on March 15, 2027, the 2027 5.875% Senior Notes are redeemable at par (plus accrued and unpaid interest).

6.625% Senior Notes due 2027

Following our exchange offer in the first quarter of 2020, whereby TM Communities offered to exchange any and all outstanding senior notes issued by WLH, we had $290.4 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by TM Communities (the “2027 6.625% TM Communities Notes”) and $9.6 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by WLH (the “2027 6.625% WLH Notes” and together with the 2027 6.625% TM Communities Notes, the “2027 6.625% Senior Notes”) (the “Exchange offer”). The 2027 6.625% TM Communities Notes are obligations of TM Communities and are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2027 6.625% TM Communities Notes are similar to those contained in the indentures governing our other Senior Notes. In connection with the consummation of the exchange offer, WLH entered into a supplemental indenture to eliminate substantially all of the covenants in the indenture governing the 2027 6.625% WLH Notes, including the requirements to offer to purchase such notes upon a change of control, and to eliminate certain other restrictive provisions and events that constitute an “Event of Default” in such indenture.

The 2027 6.625% Senior Notes mature on July 15, 2027. Prior to July 15, 2022, the 2027 6.625% Senior Notes may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, and accrued and unpaid interest, if any, to, but not including, the redemption date. On or after July 15, 2022, the 2027 6.625% Senior Notes are redeemable at a price equal to 103.313% of principal (plus accrued and unpaid interest). On or after July 15, 2023, the 2027 6.625% Senior Notes are redeemable at a price equal to 102.208% of principal (plus accrued and unpaid interest). On or after July 31, 2024, the 2027 6.625% Senior Notes are redeemable at a price equal to a 101.104% of principal (plus accrued and unpaid interest). On or after July 15, 2025, the 2027 6.625% Senior Notes are redeemable at a price equal to 100% of principal (plus accrued and unpaid interest).

In addition, at any time prior to July 15, 2022, we may at the option on one or more occasions, redeem the 2027 6.625% Senior Notes (including any additional notes that may be issues in the future under the 2027 6.625% Senior Notes Indenture) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2027 6.625% Senior Notes at a redemption price (expressed as a percentage of principal amount) of 106.625%, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings.

5.75% Senior Notes due 2028

On August 1, 2019, TM Communities issued $450.0 million aggregate principal amount of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”), which mature on January 15, 2028. The 2028 Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2028 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.

Prior to October 15, 2027, the 2028 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through October 15, 2027 (plus accrued and unpaid interest). Beginning on October 15, 2027, the 2028 Senior Notes are redeemable at par (plus accrued and unpaid interest).

5.125% 2030 Senior Notes and Redemption of the 2023 6.00% Senior Notes and Redemption of the 2025 Senior Notes

In July, 2020, $266.9 million of our 6.00% Senior Notes due 2023 (the “2023 6.00% Senior Notes”) and $333.1 million of our 5.875% Senior Notes due 2025 (the “2025 Senior Notes”) were partially redeemed using the net proceeds from the issuance of $500.0 million aggregate principal amount of 5.125% Senior Notes due 2030 (the “2030 Senior Notes”). In September 2020, we redeemed the remaining $83.1 million and $103.8 million of 2023 6.00% Senior Notes and 2025 Senior Notes, respectively, using cash on hand. For the 2023 6.00% Senior Notes, the redemption price was equal to 100.0% of the principal amount, plus a make-whole premium of 0.11% plus 50 basis points, plus accrued and unpaid interest to but excluding the redemption date.
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For the 2025 Senior Notes, the redemption price was equal to 102.938% of the principal amount, plus accrued and unpaid interest to but excluding the redemption date. As a result of the early redemption of the 2023 and 2025 Senior Notes, we recorded a total net loss on extinguishment of debt of approximately $10.2 million in Loss on extinguishment of debt, net, in the Consolidated Statement of Operations for the year ended December 31, 2020.

The 2030 Senior Notes mature on August 1, 2030. The Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2030 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.

Prior to February 1, 2030, the 2030 Senior Notes are redeemable at a price equal to 100.0% plus a “make-whole” premium for payments through February 1, 2030 (plus accrued and unpaid interest). Beginning on February 1, 2030, the 2030 Senior Notes are redeemable at par (plus accrued and unpaid interest).


Revolving Credit Facility
Our $800.0 million Revolving Credit Facility matures on February 6, 2024 and is guaranteed by the Guarantors.

The Revolving Credit Facility included $1.5 million and $1.6 million of unamortized debt issuance costs as of March 31, 2021 and December 31, 2020, respectively, which are included in Prepaid expenses and other assets, net, on the Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, we had $52.4 million and $64.3 million, respectively, of utilized letters of credit, resulting in $747.6 million and $735.7 million, respectively, of availability under the Revolving Credit Facility.
The Revolving Credit Facility contains certain “springing” financial covenants, requiring us and our subsidiaries to comply with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level of at least $2.1 billion. The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the Revolving Credit Facility are outstanding during the last day of such fiscal quarter or on more than five separate days during such fiscal quarter or (b) undrawn letters of credit (except to the extent cash collateralized) issued under the Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five consecutive days during such fiscal quarter. For purposes of determining compliance with the financial covenants for any fiscal quarter, the Revolving Credit Facility provides that we may exercise an equity cure by issuing certain permitted securities for cash or otherwise recording cash contributions to our capital that will, upon the contribution of such cash to the borrower, be included in the calculation of consolidated tangible net worth and consolidated total capitalization. The equity cure right is exercisable up to twice in any period of four consecutive fiscal quarters and up to five times overall.

The Revolving Credit Facility contains certain restrictive covenants including limitations on incurrence of liens, dividends and other distributions, asset dispositions and investments in entities that are not guarantors, limitations on prepayment of subordinated indebtedness and limitations on fundamental changes. The Revolving Credit Facility contains customary events of default, subject to applicable grace periods, including for nonpayment of principal, interest or other amounts, violation of covenants (including financial covenants, subject to the exercise of an equity cure), incorrectness of representations and warranties in any material respect, cross default and cross acceleration, bankruptcy, material monetary judgments, ERISA events with material adverse effect, actual or asserted invalidity of material guarantees and change of control.

As of March 31, 2021, we were in compliance with all of the covenants under the Revolving Credit Facility.

Mortgage Warehouse Borrowings
The following is a summary of our mortgage warehouse borrowings (in thousands):

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 As of March 31, 2021
FacilityAmount DrawnFacility Amount
Interest Rate(1)
Expiration Date
Collateral (2)
Warehouse A$7,114 $10,000 
LIBOR + 1.75%
On DemandMortgage Loans
Warehouse B46,218 50,000 
LIBOR + 1.75%
On DemandMortgage Loans
Warehouse C71,799 75,000 
LIBOR + 2.05%
On DemandMortgage Loans and Restricted Cash
Warehouse D55,702 80,000 
LIBOR + 1.65%
November 15, 2021Mortgage Loans
Total$180,833 $215,000 
 As of December 31, 2020
FacilityAmount DrawnFacility AmountInterest RateExpiration Date
Collateral (2)
Warehouse A$40,958 $55,000 
LIBOR + 1.75%
On DemandMortgage Loans
Warehouse B19,457 85,000 
LIBOR + 1.75%
On DemandMortgage Loans
Warehouse C43,148 75,000 
LIBOR + 2.05%
On DemandMortgage Loans and Restricted Cash
Warehouse D23,726 80,000 
LIBOR + 1.65%
November 15, 2021Mortgage Loans
Total$127,289 $295,000 
(1) Subject to certain interest rate floors.
(2) The mortgage warehouse borrowings outstanding as of March 31, 2021 and December 31, 2020 were collateralized by $243.3 million and $201.2 million, respectively, of mortgage loans held for sale, which comprise the balance of mortgage receivables, and approximately $1.0 million and $1.3 million, respectively, of cash which is restricted cash on our balance sheet.

Loans Payable and Other Borrowings
Loans payable and other borrowings as of March 31, 2021 and December 31, 2020 consist of project-level debt due to various land sellers and seller financing notes from current and prior year acquisitions. The debt is obtained for specific communities that contains land banking, profit participation, and joint ventures. Project-level debt is generally secured by the land that was acquired and the principal payments generally coincide with corresponding project lot sales or a principal reduction schedule. Loans payable bear interest at rates that ranged from 0% to 8% at each of March 31, 2021 and December 31, 2020.

10. FAIR VALUE DISCLOSURES
We have adopted ASC Topic 820, Fair Value Measurements, for valuation of financial instruments. ASC Topic 820 provides a framework for measuring fair value under GAAP, expands disclosures about fair value measurements, and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the fair value hierarchy are summarized as follows:

Level 1 — Fair value is based on quoted prices for identical assets or liabilities in active markets.

Level 2 — Fair value is determined using quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active or are directly or indirectly observable.

Level 3 — Fair value is determined using one or more significant inputs that are unobservable in active markets at the measurement date, such as a pricing model, discounted cash flow, or similar technique.

The fair value of our mortgage loans held for sale is derived from negotiated rates with partner lending institutions. The fair value of derivative assets includes interest rate lock commitments (“IRLCs”) and mortgage backed securities (“MBS”). The fair value of IRLCs is based on the value of the underlying mortgage loan, quoted MBS prices and the probability that the mortgage loan will fund within the terms of the IRLCs. We estimate the fair value of the forward sales commitments based on quoted MBS prices. The fair value of our mortgage warehouse borrowings, loans payable and other borrowings, the borrowings under our Revolving Credit Facility approximate carrying value due to their short term nature and variable interest rate terms. The fair value of our Senior Notes is derived from quoted market prices by independent dealers in markets that are not active. There were no changes to or transfers between the levels of the fair value hierarchy for any of our financial instruments as of March 31, 2021, when compared to December 31, 2020.

The carrying value and fair value of our financial instruments are as follows:
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  March 31, 2021December 31, 2020
(Dollars in thousands)Level in Fair
Value Hierarchy
Carrying
Value
Estimated
Fair
Value
Carrying
Value
Estimated
Fair
Value
Description:
Mortgage loans held for sale2$243,250 $243,250 $201,177 $201,177 
IRLCs34,985 4,985 5,294 5,294 
MBSs22,909 2,909 (1,847)(1,847)
Mortgage warehouse borrowings2180,833 180,833 127,289 127,289 
Loans payable and other borrowings2392,400 392,400 348,741 348,741 
5.875% Senior Notes due 2023 (1)
2348,842 371,455 348,700 371,000 
5.625% Senior Notes due 2024 (1)
2348,430 375,375 348,295 375,830 
5.875% Senior Notes due 2027 (1)
2495,170 551,250 494,974 566,650 
6.625% Senior Notes due 2027 (1)
2320,116 322,890 320,915 324,240 
5.75% Senior Notes due 2028(1)
2445,712 495,720 445,555 509,625 
5.125% Senior Notes due 2030(1)
2494,084 531,250 493,926 560,000 
(1) Carrying value for Senior Notes, as presented, includes unamortized debt issuance costs and premiums. Debt issuance costs are not factored into the fair value calculation for the Senior Notes.

Fair value measurements are used for inventories on a nonrecurring basis when events and circumstances indicate that their carrying value is not recoverable. The following table presents the fair value for our inventories measured at fair value on a nonrecurring basis:

(Dollars in thousands)For the Year Ended December 31,
Description:Level in
Fair Value
Hierarchy
2020
Inventories 3$22,556 

As of March 31, 2021, the fair value for such inventories was not determined as there were no events and circumstances that indicated their carrying value was not recoverable.

11. INCOME TAXES
We recorded income tax expense of $29.3 million and $0.8 million for the three months ended March 31, 2021 and 2020, respectively. Our effective tax rate for the three months ended March 31, 2021 was 22.2%, compared to (2.7)% for the same period in 2020. The effective tax rate for the first quarter of 2020 was negative as the company incurred tax expense on a loss before income taxes due to costs related to the acquisition of WLH.

At both March 31, 2021 and December 31, 2020, cumulative gross unrecognized tax benefits were $5.8 million. If the unrecognized tax benefits as of March 31, 2021 were to be recognized, approximately $4.6 million would affect the effective tax rate. We had $0.6 million and $0.5 million of gross interest and penalties related to unrecognized tax positions accrued as of March 31, 2021 and December 31, 2020, respectively.

12. STOCKHOLDERS’ EQUITY
Capital Stock

The Company’s authorized capital stock consists of 400,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), and 50,000,000 shares of preferred stock, par value $0.00001 per share.

Warrants
In connection with our acquisition of WLH, we issued 1,704,205 warrants to purchase shares of TMHC Common Stock at an exercise price of $19.12 per share. The expiration date of the warrants is February 24, 2022.
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Stock Repurchase Program

On December 8, 2020, we announced that our Board of Directors authorized a renewal of our stock repurchase program which permits the repurchase of up to $100.0 million of the Company's Common Stock until December 31, 2021. Repurchases of our Common Stock under the program occur from time to time through open market purchases, privately negotiated transactions or other transactions. The timing, manner, price and amount of any common stock repurchases will be determined by us in our discretion and will depend on a variety of factors, including prevailing market conditions, our liquidity, the terms of our debt instruments, legal requirements, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements. The program does not require us to repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or discontinued at any time.

The following table summarizes share repurchase activity for the periods presented:
Three Months Ended March 31,
(Dollars in thousands)20212020
Amount available for repurchase — beginning of period(1)
$86,831 $— 
Additional amount authorized for repurchase— 100,000 
Amount repurchased at cost, 1,447,309 and 5,436,479 shares during the three months ended March 31, 2021 and 2020, respectively.
(38,418)(90,163)
Amount available for repurchase — end of period$48,413 9,837 
(1) Represents the amount available for repurchase as of January 1 for the years provided, adjusted for previously expired share repurchase authorizations.

13. STOCK BASED COMPENSATION
Equity-Based Compensation
In April 2013, we adopted the Taylor Morrison Home Corporation 2013 Omnibus Equity Award Plan (the "Plan"). The Plan was most recently amended and restated in May 2017. The Plan provides for the grant of RSU's, stock options, and other equity-based awards deliverable in shares of our Common Stock. As of March 31, 2021, we had an aggregate of 5,291,902 shares of Common Stock available for future grants under the Plan.

Our time-based and performance-based RSUs consist of awards that settle in shares of Common Stock and have been awarded to our employees. Time-based RSUs will vest ratably over a certain period of time and performance-based RSU's will vest in full, subject to certain performance criteria. Both time-based and performance-based RSU vesting is subject to continued employment with TMHC. In addition, we grant stock options to employees which vest and become exercisable ratably on the anniversary of the date of grant. Vesting of the options is also subject to continued employment with TMHC and options expire within ten years from the date of grant. From time to time, we may also grant time-based RSUs or stock options to members of our Board of Directors.

The following table provides the outstanding balance of time-based and performance based RSU's and stock options as of March 31, 2021:
Restricted Stock Units
 (time and performance)
Stock Options
UnitsWeighted Average
Grant Date Fair
Value
UnitsWeighted
Average Exercise
Price Per Share
Balance at March 31, 20211,751,416 $23.93 4,088,243 $21.47 
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The following table provides information regarding the amount and components of stock-based compensation expense, all of which is included in general and administrative expenses in the Condensed Consolidated Statements of Operations (in thousands):
 Three Months Ended
March 31,
 20212020
Restricted stock units (1)
$4,748 $7,719 
Stock options934 4,177 
Total stock compensation$5,682 $11,896 
(1) Includes compensation expense related to time-based RSUs and performance-based RSUs.

At March 31, 2021 and December 31, 2020, the aggregate unrecognized value of all outstanding stock-based compensation awards was approximately $40.3 million and $23.8 million, respectively.
14. REPORTING SEGMENTS
We have multiple homebuilding operating components which are engaged in the business of acquiring and developing land, constructing homes, marketing and selling those homes, and providing warranty and customer service. We aggregate our homebuilding operating components into three reporting segments, East, Central, and West, based on similar long-term economic characteristics. The activity from our Build-to-Rent and Urban Form operations are included in our Corporate segment. We also have a financial services reporting segment. We have no inter-segment sales as all sales are to external customers.

Our reporting segments are as follows:
 
EastAtlanta, Charlotte, Jacksonville, Naples, Orlando, Raleigh, Sarasota, and Tampa
CentralAustin, Dallas, Denver, and Houston
WestBay Area, Las Vegas, Phoenix, Portland, Sacramento, Seattle, and Southern California
Financial ServicesTaylor Morrison Home Funding, Inspired Title Services, and Taylor Morrison Insurance Services

Segment information is as follows (in thousands):

 Three Months Ended March 31, 2021
 EastCentralWestFinancial Services
Corporate
and
Unallocated(1)
Total
Total revenues$453,362 $322,612 $597,730 $44,065 $43 $1,417,812 
Gross margin85,067 65,178 104,438 20,066 (308)274,441 
Selling, general and administrative expenses(38,598)(28,558)(41,554)— (38,795)(147,505)
Equity in (loss)/income of unconsolidated entities— (64)1,992 3,743 (10)5,661 
Interest and other income/(expense), net 42 (373)(108)— (417)(856)
Income/(loss) before income taxes$46,511 $36,183 $64,768 $23,809 $(39,530)$131,741 
(1) Includes the activity from our Build-To-Rent and Urban Form operations.
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 Three Months Ended March 31, 2020
 EastCentralWestFinancial Services
Corporate
and
Unallocated (1)
Total
Total revenues$423,392 $373,339 $496,323 $28,039 $24,606 $1,345,699 
Gross margin58,017 63,757 68,590 7,392 — 197,756 
Selling, general and administrative expenses(36,339)(32,256)(34,850)— (33,408)(136,853)
Equity in (loss)/income of unconsolidated entities— (119)334 2,230 (19)2,426 
Interest and other income/(expense), net (2)
15 (2,252)(7,264)(1,400)(81,203)(92,104)
Income/(loss) before income taxes$21,693 $29,130 $26,810 $8,222 $(114,630)$(28,775)
(1) Includes the activity from our Build-To-Rent and Urban Form operations.
(2) Interest and other income/(expense), net includes transaction related expenses and pre-acquisition write-offs of terminated projects.
 As of March 31, 2021
 EastCentralWestFinancial Services
Corporate
and
Unallocated(1)
Total
Real estate inventory and land deposits$1,810,519 $1,261,166 $2,677,958 $— $11 $5,749,654 
Investments in unconsolidated entities— 65,229 65,190 5,686 — 136,105 
Other assets144,753 196,636 560,100 338,632 849,605 2,089,726 
Total assets$1,955,272 $1,523,031 $3,303,248 $344,318 $849,616 $7,975,485 
(1) Includes the assets from our Build-To-Rent and Urban Form operations.
 
 As of December 31, 2020
 EastCentralWestFinancial Services
Corporate
and
Unallocated (1)
Total
Real estate inventory and land deposits$1,712,852 $1,176,604 $2,568,595 $— $— $5,458,051 
Investments in unconsolidated entities— 58,052 65,395 4,498 10 127,955 
Other assets170,382 192,981 578,231 284,265 926,130 2,151,989 
Total assets$1,883,234 $1,427,637 $3,212,221 $288,763 $926,140 $7,737,995 
(1) Includes the assets from our Build-To-Rent and Urban Form operations.
15. COMMITMENTS AND CONTINGENCIES
Letters of Credit and Surety Bonds — We are committed, under various letters of credit and surety bonds, to perform certain development and construction activities and provide certain guarantees in the normal course of business. Outstanding letters of credit and surety bonds under these arrangements totaled $995.1 million and $981.8 million as of March 31, 2021 and December 31, 2020, respectively. Although significant development and construction activities have been completed related to these site improvements, the bonds are generally not released until all development and construction activities are completed. We do not believe that it is probable that any outstanding bonds as of March 31, 2021 will be drawn upon.

Purchase Commitments —We are subject to the usual obligations associated with entering into contracts (including land option contracts and land banking arrangements) for the purchase, development, and sale of real estate in the routine conduct of our business. We have a number of land purchase option contracts and land banking agreements, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property and the creditors generally have no recourse. Our obligations with respect to such contracts are generally limited to the forfeiture of the related non-refundable cash deposits and/or letters of credit provided to obtain the options. At March 31, 2021 and December 31, 2020, the aggregate purchase price of these contracts was $657.5 million and $760.4 million, respectively.

Legal Proceedings — We are involved in various litigation and legal claims in the normal course of our business operations, including actions brought on behalf of various classes of claimants. We are also subject to a variety of local, state, and federal laws and regulations related to land development activities, house construction standards, sales practices, mortgage lending
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operations, employment safety practices, and protection of the environment. As a result, we are subject to periodic examination or inquiry by various governmental agencies that administer these laws and regulations. We establish liabilities for legal claims and regulatory matters when such matters are both probable of occurring and any potential loss is reasonably estimable. At March 31, 2021 and December 31, 2020, our legal accruals were $16.4 million and $23.5 million, respectively. We accrue for such matters based on the facts and circumstances specific to each matter and revise these estimates as the matters evolve. In such cases, there may exist an exposure to loss in excess of any amounts currently accrued. Predicting the ultimate resolution of the pending matters, the related timing or the eventual loss associated with these matters is inherently difficult. Accordingly, the liability arising from the ultimate resolution of any matter may exceed the estimate reflected in the recorded reserves relating to such matters. While the outcome of such contingencies cannot be predicted with certainty, we do not believe that the resolution of such matters will have a material adverse impact on our results of operations, financial position, or cash flows.

Leases — Our leases primarily consist of office space, construction trailers, model home leasebacks, a ground lease, equipment, and storage units. We assess each of these contracts to determine whether the arrangement contains a lease as defined by ASC 842, Leases. Lease obligations were $79.6 million and $83.2 million as of March 31, 2021 and December 31, 2020, respectively. We recorded lease expense of approximately $4.0 million for the three months ended March 31, 2021, and $3.8 million for the three months ended March 31, 2020, respectively, within General and administrative expenses on our Condensed Consolidated Statement of Operations.

16. MORTGAGE HEDGING ACTIVITIES

We enter into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specified period of time (generally between 30 and 60 days), with customers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs meet the definition of a derivative and are reflected on the balance sheet at fair value with changes in fair value recognized in Financial Services revenue/expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income. Unrealized gains and losses on the IRLCs, reflected as derivative assets or liabilities, are measured based on the fair value of the underlying mortgage loan, quoted Agency MBS prices, estimates of the fair value of the mortgage servicing rights (“MSRs”) and the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expense and broker fees. The fair value of the forward loan sales commitment and mandatory delivery commitments being used to hedge the IRLCs and mortgage loans held for sale not committed to be purchased by investors are based on quoted Agency MBS prices.

The following summarizes derivative instrument assets (liabilities) as of the periods presented:

As of
March 31, 2021December 31, 2020
(Dollars in thousands)Fair ValueNotional AmountFair ValueNotional Amount
IRLCs$4,985 $370,606 $5,294 $260,954 
MBSs2,909 405,000 (1,847)376,000 
Total$7,894 $3,447 

Total commitments to originate loans approximated $406.4 million and $290.3 million as of March 31, 2021 and December 31, 2020, respectively. This amount represents the commitments to originate loans that have been locked and approved by underwriting. The notional amounts in the table above includes mandatory and best effort loans, that have been locked and approved by underwriting.

We have exposure to credit loss in the event of contractual non-performance by our trading counterparties in derivative instruments that we use in our rate risk management activities. We manage this credit risk by selecting only counterparties that we believe to be financially strong, spreading the risk among multiple counterparties, by placing contractual limits on the amount of unsecured credit extended to any single counterparty, and by entering into netting agreements with counterparties, as appropriate. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “the Company,” “we,” “us,” or “our” refer to Taylor Morrison Home Corporation (“TMHC”) and its subsidiaries. The Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed consolidated financial statements included elsewhere in this quarterly report.

Forward-Looking Statements
This quarterly report includes certain forward-looking statements within the meaning of the federal securities laws regarding, among other things, our or management’s intentions, plans, beliefs, expectations or predictions of future events, which are considered forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business and operations strategy. These statements often include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “can,” “could,” “might,” “project” or similar expressions. These statements are based upon assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read this quarterly report, you should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in the Annual Report and in our subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). Although we believe that these forward-looking statements are based upon reasonable assumptions and currently available information, you should be aware that many factors, including those described under the heading “Risk Factors” in the Annual Report and in our subsequent filings with the SEC, could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Our forward-looking statements made herein are made only as of the date of this quarterly report. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by applicable law.

Business Overview
Our principal business is residential homebuilding and the development of lifestyle communities with operations geographically focused in Arizona, California, Colorado, Florida, Georgia, Nevada, North and South Carolina, Oregon, Texas, and Washington. We serve a wide array of consumer groups from coast to coast, including entry-level, move-up, and active adult buyers, building single and multi-family attached and detached homes. Our homebuilding company operates under our Taylor Morrison, Darling Homes, and William Lyon Signature brand names. We have an exclusive partnership with Christopher Todd Communities, a growing Phoenix-based developer of innovative, luxury rental communities to operate a “Build-to-Rent” homebuilding business. We serve as a land acquirer, developer, and homebuilder while Christopher Todd Communities provides community design and property management consultation. We also operate Urban Form Development, LLC (“Urban Form”), which primarily develops and constructs multi-use properties consisting of commercial space, retail, and multi-family units. We have operations which provide financial services to customers through our wholly owned mortgage subsidiary, Taylor Morrison Home Funding, INC (“TMHF”), title services through our wholly owned title services subsidiary, Inspired Title Services, LLC (“Inspired Title”), and homeowner’s insurance policies through our insurance agency, Taylor Morrison Insurance Services, LLC (“TMIS”). Our business as of March 31, 2021, is organized into multiple homebuilding operating components, and a financial services component, all of which are managed as four reportable segments: East, Central, West and Financial Services, as follows:

East  Atlanta, Charlotte, Jacksonville, Naples, Orlando, Raleigh, Sarasota, and Tampa
CentralAustin, Dallas, Denver, and Houston
West  Bay Area, Las Vegas, Phoenix, Portland, Sacramento, Seattle, and Southern California
Financial Services  Taylor Morrison Home Funding, Inspired Title Services, and Taylor Morrison Insurance Services

Community development includes the acquisition and development of land, which may include obtaining significant planning and entitlement approvals and completing construction of off-site and on-site utilities and infrastructure. We generally operate
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as community developers, but in some communities we operate solely as merchant builders, in which case we acquire fully entitled and developed lots. We remain disciplined in our underwriting to acquire land where we see opportunities to drive profitable growth over the full cycle, with the land acquisitions we are approving today largely expected to impact deliveries in the next 24 to 48 months.

In our homebuilding operations, we either directly, or indirectly through our subcontractors, purchase our significant materials necessary to construct a home such as drywall, cement, steel, lumber, insulation and the other building materials. While these materials are generally widely available from a variety of sources, from time to time we experience material shortages on a localized basis which can substantially increase the price for such materials and our construction process can be slowed. We generally have multiple sources for the materials we purchase and have not experienced significant delays due to unavailability of necessary materials.

As of March 31, 2021, we employed approximately 2,800 full-time equivalent persons. Of these, approximately 2,400 were
engaged in corporate and homebuilding operations, and the remaining approximately 400 were engaged in financial
services.

Factors Affecting Comparability of Results

For the quarter ended March 31, 2020, we recognized various costs relating to the acquisition of William Lyon Homes, Inc. (“WLH”). Such costs include (1) $86.4 million of transaction expenses, which have been included in Transaction expenses on our Condensed Consolidated Statement of Operations, (2) $32.7 million of purchase accounting related adjustments which have been recognized in Cost of home closings and Amenity and other expenses on our Condensed Consolidated Statement of Operations, and (3) $3.7 million of operating losses relating to our Financial Services segment which is reflected in the Financial Services gross margin. We did not incur such costs for the three months ended March 31, 2021.


First Quarter 2021 Highlights (all comparisons are of the current quarter to the prior year quarter, unless otherwise indicated) :
Net sales orders increased 30 percent to 4,492.
Monthly absorptions increased 42 percent to 4.3 net sales orders per community, a company record high.
Home closings gross margin increased 320 basis points to 18.6 percent.
Backlog increased 54 percent to 10,074 sold homes with a sales value of $5.3 billion, up 70 percent.
Homebuilding lot supply increased four percent to approximately 73,000 total lots owned and controlled.
Controlled lots as a percentage of total supply increased 400 basis points to 32 percent.

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Results of Operations
The following table sets forth our results of operations for the periods presented:

Three Months Ended
March 31,
 (Dollars in thousands)
20212020
Statements of Operations Data:
Home closings revenue, net$1,363,429 $1,264,640 
Land closings revenue4,889 22,939 
Financial services revenue44,065 28,039 
Amenity and other revenue5,429 30,081 
Total revenue1,417,812 1,345,699 
Cost of home closings1,110,242 1,070,503 
Cost of land closings4,027 27,132 
Financial services expenses23,999 20,647 
Amenity and other expenses5,103 29,661 
Gross margin274,441 197,756 
Sales, commissions and other marketing costs85,952 86,327 
General and administrative expenses61,553 50,526 
Equity in income of unconsolidated entities(5,661)(2,426)
Interest income, net(119)(560)
Other expense, net975 6,290 
Transaction expenses— 86,374 
Income/(loss) before income taxes131,741 (28,775)
Income tax provision29,298 781 
Net income/(loss) before allocation to non-controlling interests102,443 (29,556)
Net income attributable to non-controlling interests — joint ventures(4,422)(1,875)
Net income/(loss) available to Taylor Morrison Home Corporation$98,021 $(31,431)
Home closings gross margin18.6 %15.4 %
Sales, commissions and other marketing costs as a percentage of home closings revenue, net6.3 %6.8 %
General and administrative expenses as a percentage of home closings revenue, net4.5 %4.0 %

Non-GAAP Measures
In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”), we have provided information in this Quarterly Report relating to: (i) adjusted income before income taxes and related margin, (ii) EBITDA and adjusted EBITDA, (iii) adjusted net income and adjusted earnings per share, (iv) net homebuilding debt to capitalization ratio, (v) adjusted home closings gross margin and (vi) adjusted financial services gross margin.

Adjusted income before income taxes (and related margin) is a non-GAAP financial measure that reflects our income/(loss) before income taxes excluding the impact of purchase accounting adjustments and financial services operating loss related to the acquisition of William Lyon Homes (“WLH”) and transaction expenses. EBITDA and Adjusted EBITDA are non-GAAP financial measures that measure performance by adjusting net income/(loss) before allocation to non-controlling interests to exclude interest income/(expense), net, amortization of capitalized interest, income taxes, depreciation and amortization (EBITDA), non-cash compensation expense, if any, purchase accounting adjustments and financial services operating loss relating to the acquisition of WLH and transaction expenses. Adjusted net income and adjusted earnings per share are non-GAAP financial measures that reflect the net income/(loss) available to the Company excluding the impact of purchase accounting adjustments and financial services operating loss relating to the acquisition of WLH and, transaction expenses and the tax impact due to such items. Net homebuilding debt to capitalization ratio is a non-GAAP financial measure we calculate by dividing (i) total debt, less unamortized debt issuance costs/premiums and mortgage warehouse borrowings, net of unrestricted cash and cash equivalents, by (ii) total capitalization (the sum of net homebuilding debt and total stockholders’ equity). Adjusted home closings gross margin is a non-GAAP financial measure based on GAAP home closings gross margin (which is inclusive of capitalized interest), excluding purchase accounting adjustments relating to the acquisition of WLH.
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Adjusted financial services gross margin is a non-GAAP financial measure calculated based on GAAP financial services margin, excluding financial services operating loss related to the acquisition of WLH.

Management uses these non-GAAP financial measures to evaluate our performance on a consolidated basis, as well as the performance of our regions, and to set targets for performance-based compensation. We also use the ratio of net homebuilding debt to total capitalization as an indicator of overall leverage and to evaluate our performance against other companies in the homebuilding industry. A reconciliation of our forward-looking net homebuilding debt to capitalization ratio to the most directly comparable GAAP financial measure cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. In the future, we may include additional adjustments in the above-described non-GAAP financial measures to the extent we deem them appropriate and useful to management and investors.

We believe that adjusted income before income taxes and related margin, adjusted net income and adjusted earnings per share, as well as EBITDA and adjusted EBITDA, are useful for investors in order to allow them to evaluate our operations without the effects of various items we do not believe are characteristic of our ongoing operations or performance and also because such metrics assist both investors and management in analyzing and benchmarking the performance and value of our business. Adjusted EBITDA also provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization, or unusual items. Because we use the ratio of net homebuilding debt to total capitalization to evaluate our performance against other companies in the homebuilding industry, we believe this measure is also relevant and useful to investors for that reason. We believe that adjusted home closings gross margin is useful to investors because it allows investors to evaluate the performance of our homebuilding operations without the varying effects of items or transactions we do not believe are characteristic of our ongoing operations or performance. Similarly, we believe that adjusted financial services gross margin is useful to investors because it allows investors to evaluate the performance of our financial services business without the varying effects of items or transactions we do not believe are characteristic of our ongoing operations or performance.

These non-GAAP financial measures should be considered in addition to, rather than as a substitute for, the comparable U.S. GAAP financial measures of our operating performance or liquidity. Although other companies in the homebuilding industry may report similar information, their definitions may differ. We urge investors to understand the methods used by other companies to calculate similarly-titled non-GAAP financial measures before comparing their measures to ours.
Adjusted Net Income and Adjusted Earnings Per Share
Three Months Ended
March 31,
($ in thousands, except per share data)20212020
Net income/(loss) available to TMHC$98,021 $(31,431)
William Lyon Homes related purchase accounting adjustments— 32,717 
William Lyon Homes financial services operating loss— 3,666 
Transaction expenses— 86,374 
Tax impact due to above non-GAAP reconciling items— (20,880)
Adjusted net income $98,021 $70,446 
Basic weighted average shares128,883 121,908 
Adjusted earnings per common share - Basic$0.76 $0.58 
Diluted weighted average shares131,246 123,200 
Adjusted earnings per common share - Diluted$0.75 $0.57 

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Adjusted Income Before Income Taxes and Related Margin
 Three Months Ended March 31,
($ in thousands)20212020
Income/(loss) before income taxes$131,741 $(28,775)
William Lyon Homes related purchase accounting adjustments— 32,717 
William Lyon Homes financial services operating loss3,666 
Transaction expenses— 86,374 
Adjusted income before income taxes$131,741 $93,982 
Total revenues$1,417,812 $1,345,699 
Income before income taxes margin9.3 %(2.1)%
Adjusted income before income taxes margin9.3 %7.0 %


Adjusted Home Closings Gross Margin
 Three Months Ended
March 31,
($ in thousands)20212020
Home closings revenue$1,363,429 $1,264,640 
Cost of home closings1,110,242 1,070,503 
Home closings gross margin$253,187 $194,137 
William Lyon Homes homebuilding related purchase accounting adjustments— 28,366 
Adjusted home closings gross margin$253,187 $222,503 
Home closings gross margin as a percentage of home closings revenue18.6 %15.4 %
Adjusted home closings gross margin as a percentage of home closings revenue18.6 %17.6 %

Adjusted Financial Services Gross Margin
Three Months Ended
March 31,
(Dollars in thousands)20212020
Financial services revenue$44,065 $28,039 
Financial services expenses23,999 20,647 
Financial services gross margin$20,066 $7,392 
William Lyon Homes financial services operating loss— 3,666 
Adjusted financial services gross margin$20,066 $11,058 

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EBITDA and Adjusted EBITDA Reconciliation
 Three Months Ended
March 31,
(Dollars in thousands)20212020
Net income/(loss) before allocation to non-controlling interests$102,443 $(29,556)
Interest income, net(119)(560)
Amortization of capitalized interest27,325 24,298 
Income tax provision29,298 781 
Depreciation and amortization1,910 1,929 
EBITDA$160,857 $(3,108)
Non-cash compensation expense5,682 11,896 
William Lyon Homes related purchase accounting adjustments— 32,717 
William Lyon Homes financial services operating loss— 3,666 
Transaction expenses— 86,374 
Adjusted EBITDA $166,539 $131,545 
Total revenues$1,417,812 $1,345,699 
EBITDA as a percentage of total revenues11.3 %(0.2)%
Adjusted EBITDA as a percentage of total revenues11.7 %9.8 %

Net Homebuilding Debt to Capitalization Ratio Reconciliation
($ in thousands)As of
March 31, 2021
As of
December 31, 2020
Total debt$3,025,587 $2,928,395 
Less unamortized debt issuance premiums, net2,354 2,365 
Less mortgage warehouse borrowings180,833 127,289 
Total homebuilding debt$2,842,400 $2,798,741 
Less cash and cash equivalents392,500 532,843 
Net homebuilding debt$2,449,900 $2,265,898 
Total equity3,655,564 3,593,750 
Total capitalization$6,105,464 $5,859,648 
Net homebuilding debt to capitalization ratio40.1 %38.7 %

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Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
The results for the three months ended March 31, 2021 and 2020 were impacted by various macro economic conditions. The latter portion of the first quarter of the prior year was negatively impacted with the onset of COVID-19. For a limited period of time during 2020, we experienced an increase in our cancellation rate and a decrease in our net sales orders, among other changes. During the second half of 2020, demand for housing increased at a nationwide level. Interest rates declined, offering greater affordability and for various reasons, more affordable markets saw a significant increase in demand from out-of-state customers. As of March 31, 2021, interest rates continue to remain near their lowest levels in history and the demand for new housing remains high as re-sale inventory is low. As a result of such conditions, we experienced a record level net sales pace of 4.3 for the first quarter of 2021, a 42% increase from the same quarter in the prior year. Our total average active selling communities have decreased compared to the same period in the prior year as a result of such demand. The average sales price for net sales orders, backlog, and homes closed during the three months ended March 31, 2021 all increased compared to the three months ended March 31, 2020. Additional information for each metric is provided below.

Average Active Selling Communities
 Three Months Ended March 31,
 20212020Change
East129 144 (10.4)%
Central106 134 (20.9)
West110 100 10.0 
Total345 378 (8.7)%

Average active selling communities for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 decreased by 8.7%. The decrease is primarily attributable to early community close outs. The close outs were the result of our strong sales environment for the last twelve months causing active selling communities to sell out ahead of schedule.
Net Sales Orders
Three Months Ended March 31,
 
Net Sales Orders (1)
Sales Value (1)
Average Selling Price
(Dollars in thousands)20212020Change20212020Change20212020Change
East1,777 1,361 30.6 %$878,584 $561,544 56.5 %$494 $413 19.6 %
Central1,07290618.3 583,482 424,063 37.6 544 468 16.2 
West1,6431,19937.0 1,010,767 632,243 59.9 615 527 16.7 
Total4,492 3,466 29.6 %$2,472,833 $1,617,850 52.8 %$550 $467 17.8 %
(1) Net sales orders and sales value represent the number and dollar value, respectively, of new sales contracts executed with customers, net of cancellations.
East:
The number of net sales orders and sales values increased by 30.6% and 56.5%, respectively, for the three months ended March 31, 2021 compared to the same period in the prior year, while the average selling price increased by 19.6% for the three months ended March 31, 2021 compared to the same period in the prior year. The increase in net sales orders was primarily due to increased demand compared to the prior year period. Our Florida markets, including the active adult market, remained strong during the three months ended March 31, 2021, as buyers regained confidence in the latter part of 2020, despite the continuing impacts of COVID-19. In addition, sales order pace increased 43.8% for the three months ended March 31, 2021 compared to the same period in the prior year, which further contributed to the increase in net sales orders. Market appreciation as well as product and geographical mix contributed to the change in average selling price for the comparative period.

Central:
The number of net sales orders and sales values increased by 18.3% and 37.6%, respectively, for the three months ended March 31, 2021 compared to the same period in the prior year, while the average selling price increased by 16.2% for three months
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ended March 31, 2021 compared to the same period in the prior year. The increase in net sales orders stemmed primarily from strong demand in certain markets in Texas along with our Denver market. Our Denver market also had an increase in average active selling communities which further contributed to the increase in net sales orders for the current year compared to the same period in the prior year. In addition, sales order pace increased 47.8% for the three months ended March 31, 2021 compared to the same period in the prior year. Market appreciation as well as product and geographical mix contributed to the change in average selling price for the comparative period.

West:
The number of net sales orders and sales values increased by 37.0% and 59.9%, respectively, for the three months ended March 31, 2021 compared to the same period in the prior year, while the average selling price increased by 16.7% for the three months ended March 31, 2021 compared to the same period in the prior year. The increase is primarily due to a strong sales environment in addition to an increase in active selling communities in this region. Sales order pace increased 24.5% for the three months ended March 31, 2021 compared to the same period in the prior year. Market appreciation as well as product and geographical mix contributed to the change in average selling price for the comparative period.
Sales Order Cancellations
Cancellation Rate(1)
Three Months Ended
March 31,
 20212020
East5.9 %12.1 %
Central6.1 %16.0 %
West6.2 %13.9 %
Total Company6.0 %13.8 %
(1) Cancellation rate represents the number of canceled sales orders divided by gross sales orders.

The total company cancellation rate decreased to 6.0% from 13.8% for the three months ended March 31, 2021 compared to the same period in the prior year. We believe the decrease in cancellations for the three months ended March 31, 2021, compared to the prior year period, was a result of the high demand and customers wanting to secure housing as a result of low inventory levels, low interest rates, and price appreciation. In addition, we believe increased consumer confidence relative to the prior year period contributed to the lower cancellation rate.

Sales Order Backlog
 As of March 31,
Sold Homes in Backlog (1)
Sales ValueAverage Selling Price
(Dollars in thousands)20212020Change20212020Change20212020Change
East3,560 2,193 62.3 %$1,753,135 $957,313 83.1 %$492 $437 12.6 %
Central2,779 2,167 28.2 1,463,453 1,041,983 40.4 527 481 9.6 
West3,735 2,205 69.4 2,120,260 1,132,436 87.2 568 514 10.5 
Total10,074 6,565 53.5 %$5,336,848 $3,131,732 70.4 %$530 $477 11.1 %
(1) Sales order backlog represents homes under contract for which revenue has not yet been recognized at the end of the period (including homes sold but not yet started). Some of the contracts in our sales order backlog are subject to contingencies including mortgage loan approval and buyers selling their existing homes, which can result in cancellations.

Total backlog units and total sales value increased by 53.5% and 70.4% at March 31, 2021, respectively, compared to March 31, 2020. The increase in backlog units and sales value was primarily due to a strong sales environment as a result of demand for housing and low interest rates.

Home Closings Revenue
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 Three Months Ended March 31,
Homes ClosedHome Closings Revenue, NetAverage Selling Price
(Dollars in thousands)20212020Change20212020Change20212020Change
East1,052 985 6.8 %$445,885 $395,716 12.7 %$424 $402 5.5 %
Central691 819 (15.6)320,177 373,024 (14.2)463 455 1.8 
West1,078 957 12.6 597,367 495,900 20.5 554 518 6.9 
Total2,821 2,761 2.2 %$1,363,429 $1,264,640 7.8 %$483 $458 5.5 %

East:
The number of homes closed and home closings revenue, net, increased by 6.8% and 12.7%, respectively, for the three months ended March 31, 2021 compared to the same period in the prior year primarily due to increases in active selling communities in certain Florida markets. Geographical and product mix along with market price appreciation contributed to the increase in average selling price of homes closed for the three months ended March 31, 2021 compared to the same period in the prior year.
Central:
The number of homes closed and home closings revenue, net, decreased by 15.6% and 14.2%, respectively, for the three months ended March 31, 2021 compared to the same period in the prior year. These decreases in both units and dollars were primarily due to extreme cold weather in our Texas markets during the current year period which delayed closings.

West:
The number of homes closed and home closings revenue, net, increased by 12.6% and 20.5%, respectively, for the three months ended March 31, 2021 compared to the same period in the prior year. The increase in both units and dollars was primarily due to the increase in active selling communities as well as product and geographical mix.
Land Closings Revenue
Three Months Ended March 31,
(Dollars in thousands)20212020Change
East$2,454 $22,624 $(20,170)
Central2,435 315 2,120 
West— — — 
Total$4,889 $22,939 $(18,050)

We generally purchase land and lots with the intent to build and sell homes. However, in some locations where we act as a
developer, we occasionally purchase land that includes commercially zoned parcels or areas designated for school or
government use, which we typically sell to commercial developers or municipalities, as applicable. We also sell residential lots
or land parcels to manage our land and lot supply on larger tracts of land. Land and lot sales occur at various intervals and varying degrees of profitability. Therefore, the revenue and gross margin from land closings will fluctuate from period to period, depending upon market opportunities. The land closings revenue for the three months ended March 31, 2020 in the East region is due to the sale of certain commercial assets.


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Amenity and Other Revenue
Three Months Ended March 31,
(Dollars in thousands)20212020Change
East5,023 5,052 $(29)
Central— — — 
West363 423 (60)
Corporate43 24,606 (24,563)
Total$5,429 $30,081 $(24,652)
Several of our communities operate amenities such as golf courses, club houses, and fitness centers. We provide club members access to the amenity facilities and other services in exchange for club dues and fees. Our Corporate region also includes the activity relating to our Urban Form operations which primarily develops and constructs multi-use properties consisting of commercial space, retail, and multi-family units. Urban Form sold an asset in the quarter ended March 31, 2020, generating $24.6 million in revenue.

Home Closings Gross Margin and Adjusted Home Closings Gross Margin
Three Months Ended March 31,
EastCentralWestConsolidated
(Dollars in thousands)20212020202120202021202020212020
Home closings revenue, net$445,885 $395,716 $320,177 $373,024 $597,367 $495,900 $1,363,429 $1,264,640 
Cost of home closings361,977 334,024 255,399 309,300 492,866 427,179 1,110,242 1,070,503 
Home closings gross margin83,908 61,692 64,778 63,724 104,501 68,721 253,187 194,137 
Purchase accounting adjustment— — — 7,037 — 21,329 — 28,366 
Adjusted home closings gross margin$83,908 $61,692 $64,778 $70,761 $104,501 $90,050 $253,187 $222,503 
Home closings gross margin %18.8 %15.6 %20.2 %17.1 %17.5 %13.9 %18.6 %15.4 %
Adjusted home closings gross margin %18.8 %15.6 %20.2 %19.0 %17.5 %18.2 %18.6 %17.6 %

East:
Home closings gross margin and adjusted home closings gross margin percentages both increased to 18.8% from 15.6% for the three months ended March 31, 2021 compared to the same period in the prior year. The primary drivers for the increases were product mix, geographic mix and market appreciation compared to the same period in the prior year. The east region was not impacted by our WLH acquisition and therefore did not have any purchase accounting adjustments for the three months ended March 31, 2020.

Central:
Home closings gross margin and adjusted home closings gross margin percentages increased to 20.2% from 17.1% and to 20.2% from 19.0%, respectively, for the three months ended March 31, 2021, compared to the same period in the prior year. Home closings gross margin was negatively impacted for the three months ended March 31, 2020 as a result of purchase accounting adjustments from the WLH acquisition. The increase in adjusted home closings gross margin was driven by product and geographic mix in the three months ended March 31, 2021 compared to the same period in the prior year.

West:
Home closings gross margin percentage increased to 17.5% from 13.9% for the three months ended March 31, 2021 compared to the same period in the prior year. Adjusted home closings gross margin decreased to 17.5% from 18.2% for the three months ended March 31, 2021 compared to the same period in the prior year, primarily due to geographic and product mix. Home
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closings gross margin was negatively impacted for the three months ended March 31, 2020 as a result of purchase accounting adjustments from the WLH acquisition.
Financial Services
Our Financial Services segment provides mortgage lending through our subsidiary, TMHF, title services through our subsidiary, Inspired Title, and homeowner's insurance policies through our insurance agency, TMIS. The following is a summary for the periods presented of financial services income before income taxes as well as supplemental data:
Three Months Ended
March 31,
(In thousands, except for the number of loan originations)20212020Change
Financial services revenue$37,514 $22,888 63.9 %
Title services revenue1,497 1,082 38.4 
Financial services revenue - other5,054 4,069 24.2 
     Total financial services revenue44,065 28,039 57.2 %
Financial services equity in income of unconsolidated entities3,669 2,230 64.5 
     Total revenue47,734 30,269 57.7 
Financial services expenses23,999 20,647 16.2 
Financial services transaction expenses— 1,400 (100.0)
Financial services income before income taxes$23,735 $8,222 188.7 %
Total originations:
     Number of Loans2,128 1,699 25.3 %
     Principal$809,746 $516,530 56.8 %

Three Months Ended
March 31,
20212020
Supplemental data:
     Average FICO score750 750 
Funded origination breakdown:
     Government (FHA,VA,USDA)19.5 %15.3 %
     Other agency77.7 %78.0 %
     Total agency97.2 %93.3 %
     Non-agency2.8 %6.7 %
Total funded originations100.0 %100.0 %
Financial services revenue increased by 57.2% for the three months ended March 31, 2021 compared to the same period in the prior year. The increase in financial services revenue was due to increased mortgage closings, reflecting the increase in the number of homes closed.

Sales, Commissions and Other Marketing Costs
Sales, commissions and other marketing costs, as a percentage of home closings revenue, net, decreased to 6.3% from 6.8% for the three months ended March 31, 2021 compared to the same period in 2020. The decrease was primarily driven by leverage from an increase in home closings revenue, net, as well as our initiatives to reduce all non-essential expenses as a result of COVID-19.

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General and Administrative Expenses
General and administrative expenses as a percentage of home closings revenue, net, increased to 4.5% from 4.0% for the three months ended March 31, 2021 compared to the same period in 2020. The increase was primarily driven by a spike in new home sales that superseded certain home closing and construction delays such as Covid and weather. In addition, we prepared for our increased homebuilding and corporate presence across all markets subsequent to the WLH acquisition.

Equity in Income of Unconsolidated Entities
Equity in income of unconsolidated entities was $5.7 million and $2.4 million for the three months ended March 31, 2021 and 2020, respectively. Our joint ventures relating to our financial services segment experienced an increase in income for the three months ended March 31, 2021. In addition, a joint venture related to home building began closing units during the three months ended March 31, 2021.

Interest Income, Net
Interest income, net, was $0.1 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. Interest income, net includes interest earned on cash balances offset by interest incurred but not capitalized on our long-term debt and other borrowings.

Other Expense, Net
Other expense, net, was $1.0 million and $6.3 million for the three months ended March 31, 2021 and 2020, respectively. The decrease in other expense for the three months ended March 31, 2021 was primarily a result of higher acquisition-related costs on projects we are no longer pursuing for the three months ended March 31, 2020.

Transaction Expenses

We had no transaction expenses for the three months ended March 31, 2021, compared with the $86.4 million of expenses for the prior year period. Transaction expenses for the three months ended March 31, 2020 consisted of acquisition related costs from the acquisition of WLH, which include investment banking fees, severance, compensation, legal fees, expenses relating to credit facility paydowns and terminations, and other various integration costs.

Income Tax Provision
The effective tax rate for the three months ended March 31, 2021 was based on the U.S. federal statutory income tax rate and was affected primarily by state income taxes, non-deductible executive compensation, excess tax benefits related to stock based compensation and certain deductions and credits relating to homebuilding activities.

Net Income/(Loss)
Net income and diluted earnings per share for the three months ended March 31, 2021 was $98.0 million and $0.75, respectively. Net loss and diluted loss per share for the three months ended March 31, 2020 was $31.4 million and $0.26, respectively. The increases in net income and earnings per share from the prior year were primarily attributable to higher homebuilding revenues, net, and higher gross margin dollars. In addition, the three months ended March 31, 2020 included transaction expenses and other compensation expenses as a result of the WLH acquisition.

Liquidity and Capital Resources
Liquidity

We finance our operations through the following:

Cash generated from operations;
Borrowings under our Revolving Credit Facility;
Our various series of Senior Notes;
Mortgage warehouse facilities;
Project-level real estate financing (including non-recourse loans, land banking, and joint ventures); and
Performance, payment and completion surety bonds, and letters of credit.

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We believe we have adequate capital resources from cash generated from operations and sufficient access to external financing sources from borrowings under our Revolving Credit Facility to conduct our operations for the next twelve months.

We may also access the capital markets to obtain additional liquidity through debt and equity offerings on an opportunistic basis. Generally, our principal uses of capital relate to land purchases, lot development, home construction, operating expenses, payment of debt service, income taxes, investments in joint ventures, stock repurchases, and the payment of various liabilities.

Cash flows for each of our communities depend on the status of the development cycle and can differ substantially from reported earnings. Early stages of development or expansion require significant cash expenditures for land acquisitions, on and off-site development, construction of model homes, general landscaping and other amenities. Because these costs are a component of our inventory and are not recognized in our statement of operations until a home closes, we incur significant cash outflows prior to recognition of earnings.

Our wholly-owned mortgage subsidiary, TMHF, retains MSRs on certain of the loans it originates. Servicing advances TMHF makes may be subject to delays in recovery to the extent the loans we service go into forbearance or delinquency. We do not currently expect our MSR portfolio to become a significant part of TMHF’s business, though a substantial increase in the volume of loans that we service coupled with a significant increase in the number of such loans which become delinquent or subject to forbearance, could affect TMHF’s short-term liquidity and revenue from operations.

The table below summarizes our total cash and liquidity as of the dates indicated (in thousands):
As of
(Dollars in thousands)March 31, 2021December 31, 2020
Total cash, excluding restricted cash$392,500 $532,843 
Total revolving credit facility800,000 800,000 
Letters of credit outstanding(52,356)(64,274)
Revolving credit facility availability747,644 735,726 
Total liquidity $1,140,144 $1,268,569 

Cash Flow Activities

Operating Cash Flow Activities
Our net cash used in operating activities was $144.3 million for the three months ended March 31, 2021 compared to $72.1 million of cash provided by operating activities for the three months ended March 31, 2020. The increase in cash used in operating activities during three months ended March 31, 2021 was due to greater spend on real estate inventory and land deposits and increased outlays for mortgages held for sale.

Investing Cash Flow Activities
Net cash used in investing activities was $13.5 million for the three months ended March 31, 2021, as compared to $211.8 million for the three months ended March 31, 2020. The decrease in cash used in investing activities was primarily due to the use of cash in the WLH acquisition in the prior year period. This was partially offset by an increase in cash used in the current year for investments in unconsolidated entities.

Financing Cash Flow Activities
Net cash provided by financing activities was $17.2 million for the three months ended March 31, 2021 compared to $322.6 million for the three months ended March 31, 2020. During the three months ended March 31, 2020, we borrowed $485.0 million on our Revolving Credit Facility as a precautionary measure as a result of COVID-19. During the three months ended March 31, 2021, we did not borrow on our Revolving Credit Facility.

Debt Instruments

For information regarding our debt instruments, including the terms governing our Senior Notes and our Revolving Credit Facility, see Note 9 - Debt to the Unaudited Condensed Consolidated Financial Statements included in this quarterly report.
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Off-Balance Sheet Arrangements as of March 31, 2021

Investments in Land Development and Homebuilding Joint Ventures or Unconsolidated Entities
We participate in strategic land development and homebuilding joint ventures with related and unrelated third parties. The use of these entities, in some instances, enables us to acquire land to which we could not otherwise obtain access, or could not obtain access on terms that are as favorable. Our partners in these joint ventures historically have been land owners/developers, other homebuilders and financial or strategic partners. Joint ventures with land owners/developers have given us access to sites owned or controlled by our partners. Joint ventures with other homebuilders have provided us with the ability to bid jointly with our partners for large or expensive land parcels. Joint ventures with financial partners have allowed us to combine our homebuilding expertise with access to our partners’ capital.

In certain of our unconsolidated joint ventures, we enter into loan agreements, whereby we or one of our subsidiaries will provide the lenders with customary guarantees, including completion, indemnity and environmental guarantees subject to usual non-recourse terms.

For the quarter ended, March 31, 2021, total cash invested in unconsolidated joint ventures was $13.1 million.

Land Option Contracts and Land Banking Agreements
We are subject to the usual obligations associated with entering into contracts (including land option contracts and land banking arrangements) for the purchase, development, and sale of real estate in the routine conduct of our business. We have a number of land purchase option contracts and land banking agreements, generally through cash deposits, for the right to purchase land or lots at a future point in time with predetermined terms. We do not have title to the property and the creditors generally have no recourse. Our obligations with respect to such contracts are generally limited to the forfeiture of the related non-refundable cash deposits and/or letters of credit provided to obtain the options. At March 31, 2021 and December 31, 2020, the aggregate purchase price of these contracts was $657.5 million and $760.4 million, respectively.


Seasonality
Our business is seasonal. We have historically experienced, and in the future expect to continue to experience, variability in our results on a quarterly basis. We generally have more homes under construction, close more homes and have greater revenues and operating income in the third and fourth quarters of the year. Therefore, although new home contracts are obtained throughout the year, a higher portion of our home closings occur during the third and fourth calendar quarters. Our revenue therefore may fluctuate significantly on a quarterly basis, and we must maintain sufficient liquidity to meet short-term operating requirements. Factors expected to contribute to these fluctuations include:
 
the timing of the introduction and start of construction of new projects;
the timing of project sales;
the timing of closings of homes, lots and parcels;
the timing of receipt of regulatory approvals for development and construction;
the condition of the real estate market and general economic conditions in the areas in which we operate,
mix of homes closed;
construction timetables;
the cost and availability of materials and labor; and
weather conditions in the markets in which we build.

As a result of seasonal activity, our quarterly results of operations and financial position are not necessarily representative of the results we expect for the full year.

Inflation
We and the homebuilding industry in general may be adversely affected during periods of high inflation, primarily because of higher land, financing, labor and construction material costs. In addition, higher mortgage interest rates can significantly affect the affordability of mortgage financing to prospective homebuyers. We attempt to pass through to our customers increases in
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our costs through increased sales prices. However, during periods of soft housing market conditions, we may not be able to offset our cost increases with higher selling prices.
Critical Accounting Policies
There have been no significant changes to our critical accounting policies during the three months ended March 31, 2021 compared to those disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our operations are interest rate sensitive. We monitor our exposure to changes in interest rates and incur both fixed rate and variable rate debt. At March 31, 2021, approximately 94% of our debt was fixed rate and 6% was variable rate. None of our market sensitive instruments were entered into for trading purposes. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do not impact the fair value of the debt instrument but may affect our future earnings and cash flows, and may also impact our variable rate borrowing costs, which principally relate to any borrowings under our Revolving Credit Facility and borrowings by TMHF under its various warehouse facilities. As of March 31, 2021, we had no outstanding borrowings under our Revolving Credit Facility. We had $747.6 million of additional availability for borrowings including $147.6 million of additional availability for letters of credit under our Revolving Credit Facility as of March 31, 2021 (giving effect to $52.4 million of letters of credit outstanding as of such date). We are required to offer to purchase all of our outstanding senior unsecured notes, as described in Note 9, Debt to the Condensed Consolidated Financial Statements included in this quarterly report, at 101% of their aggregate principal amount upon the occurrence of specified change of control events. Other than in those circumstances, we do not have an obligation to prepay fixed rate debt prior to maturity and, as a result, we would not expect interest rate risk and changes in fair value to have a significant impact on our cash flows related to our fixed rate debt until such time as we are required to refinance, repurchase or repay such debt.

The following table sets forth principal payments by scheduled maturity and effective weighted average interest rates and estimated fair value of our debt obligations as of March 31, 2021. The interest rate for our variable rate debt represents the interest rate on our mortgage warehouse facilities. Because the mortgage warehouse facilities are secured by certain mortgage loans held for sale which are typically sold within approximately 20 - 30 days, its outstanding balance is included as a variable rate maturity in the most current period presented.
 
 Expected Maturity DateFair
Value
(In millions, except percentage data)20212022202320242025ThereafterTotal
Fixed Rate Debt$148.4 $93.7 $442.5 $367.5 $9.7 $1,780.6 $2,842.4 $3,040.3 
Weighted average interest rate(1)
3.1 %3.1 %5.2 %5.6 %3.1 %5.7 %5.4 %
Variable Rate Debt(2)
$180.8 $— $— $— $— $— $180.8 $180.8 
Weighted average interest rate2.0 %— — — — — 2.0 %
(1) Represents the coupon rate of interest on the full principal amount of the debt.
(2) Based upon the amount of variable rate debt outstanding at March 31, 2021, and holding the variable rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately $1.8 million per year.



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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our principal executive officer, principal financial officer and principal accounting officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of March 31, 2021.  Based on this evaluation, our principal executive officer, principal financial officer and principal accounting officer concluded that, as of March 31, 2021, the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
The information required with respect to this item can be found in Note 15 - Commitments and Contingencies under “Legal Proceedings” in the Notes to the Consolidated Financial statements included in this annual report.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report. These risk factors may materially affect our business, financial condition or results of operations. You should carefully consider the risk factors set forth in our Annual Report and the other information set forth elsewhere in this quarterly report. You should be aware that these risk factors and other information may not describe every risk facing our Company.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The table below sets forth information regarding repurchases by the Company of its Common Stock during the three months ended March 31, 2021.
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)
January 1 to January 31, 2021721,893 $25.04 721,893 $78,594 
February 1 to February 28, 2021173,877 $26.43 173,877 $73,998 
March 1 to March 31, 2021551,539 $28.55 551,539 $58,250 
   Total1,447,309 1,447,309 

On December 8, 2020, we announced that our Board of Directors had authorized a renewal of the Company's stock repurchase program. The stock repurchase program approved by the Board of Directors permits the repurchase of up to $100 million of the Company's Common Stock until December 31, 2021. Repurchases of the Company's Common Stock under the program will occur from time to time, if at all, in open market purchases, privately negotiated transactions or other transactions until December 31, 2021.

Any stock repurchase program is subject to prevailing market conditions and other considerations, including our liquidity, the terms of our debt instruments, legal requirements, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements. The program does not require us to repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or discontinued at any time.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
None.

ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit
No.
  Description
2.1
3.1
3.2
3.3
31.1*  
31.2*  
32.1**  
32.2**  
101.INS*  Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*  Inline XBRL Taxonomy Extension Schema Document.
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*  Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*  Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*  Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104.1*Cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in inline XBRL (and contained in Exhibit 101).
* Filed herewith
** Furnished herewith

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them other than for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  TAYLOR MORRISON HOME CORPORATION
  Registrant
DATE: April 29, 2021  
  /s/ Sheryl D. Palmer
  Sheryl D. Palmer
  Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
  /s/ C. David Cone
  C. David Cone
  Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
  /s/ Joseph Terracciano
  Joseph Terracciano
  Chief Accounting Officer
(Principal Accounting Officer)

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