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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, 2015

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 1-8951

 

M.D.C. HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

84-0622967

(State or other jurisdiction

 

(I.R.S. employer

of incorporation or organization)

 

identification no.)

 

4350 South Monaco Street, Suite 500

 

80237

Denver, Colorado

 

(Zip code)

(Address of principal executive offices)

   

 

(303) 773-1100

(Registrant's telephone number, including area code)

 

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

 

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

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

             

Large Accelerated Filer

  

  

Accelerated Filer

  

Non-Accelerated Filer

  

  (Do not check if a smaller reporting company)

  

Smaller Reporting Company

  

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  

 

As of April 29, 2015, 48,851,043 shares of M.D.C. Holdings, Inc. common stock were outstanding.

 

 
 

 

 

M.D.C. HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2015

 

INDEX

       

 

 

 

Page
No. 

Part I. Financial Information:

 

       

 

Item 1.

Unaudited Consolidated Financial Statements:

 

       

 

 

Consolidated Balance Sheets at March 31, 2015 and December 31, 2014

1

       

 

 

Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2015 and 2014

2

       

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014

3

       

 

 

Notes to Unaudited Consolidated Financial Statements

4

       

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

       

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

       

 

Item 4.

Controls and Procedures

38

   

Part II. Other Information:

 

       

 

Item 1.

Legal Proceedings

39

       

 

Item 1A.

Risk Factors

39

       

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

40

       
 

Item 3.

Defaults Upon Senior Securities

40

       
 

Item 4.

Mine Safety Disclosures

40

       

 

Item 5.

Other Information

40

       

 

Item 6.

Exhibits

41

     

 

Signature

41

 

 
(i) 

 

 

ITEM 1.     Unaudited Consolidated Financial Statements

 

M.D.C. HOLDINGS, INC.

Consolidated Balance Sheets.

 

 

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands, except

 
   

per share amounts)

 
   

(Unaudited)

         
ASSETS                
Homebuilding:                

Cash and cash equivalents

  $ 101,326     $ 122,642  

Marketable securities

    144,098       140,878  

Restricted cash

    4,260       2,816  

Trade and other receivables

    34,397       28,555  

Inventories:

               

Housing completed or under construction

    728,240       732,692  

Land and land under development

    936,512       935,268  

Total inventories

    1,664,752       1,667,960  

Property and equipment, net

    29,783       30,491  

Deferred tax asset, net

    134,845       140,486  

Metropolitan district bond securities (related party)

    19,978       18,203  

Prepaid and other assets

    65,940       67,996  

Total homebuilding assets

    2,199,379       2,220,027  

Financial Services:

               

Cash and cash equivalents

    28,589       31,183  

Marketable securities

    18,525       15,262  

Mortgage loans held-for-sale, net

    64,708       88,392  

Other assets

    5,234       3,574  

Total financial services assets

    117,056       138,411  

Total Assets

  $ 2,316,435     $ 2,358,438  

LIABILITIES AND EQUITY

               

Homebuilding:

               

Accounts payable

  $ 38,720     $ 35,445  

Accrued liabilities

    92,605       115,117  

Revolving credit facility

    15,000       15,000  

Senior notes, net

    846,600       846,450  

Total homebuilding liabilities

    992,925       1,012,012  

Financial Services:

               

Accounts payable and accrued liabilities

    57,010       57,268  

Mortgage repurchase facility

    40,037       60,822  

Total financial services liabilities

    97,047       118,090  

Total Liabilities

    1,089,972       1,130,102  

Stockholders' Equity

               

Preferred stock, $0.01 par value; 25,000,000 shares authorized; none issued or outstanding

    -       -  

Common stock, $0.01 par value; 250,000,000 shares authorized; 48,850,110 and 48,831,639 issued and outstanding at March 31, 2015 and December 31, 2014, respectively

    488       488  

Additional paid-in-capital

    910,585       909,974  

Retained earnings

    303,627       307,419  

Accumulated other comprehensive income

    11,763       10,455  

Total Stockholders' Equity

    1,226,463       1,228,336  

Total Liabilities and Stockholders' Equity

  $ 2,316,435     $ 2,358,438  

 

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 
- 1 -

 

 

M.D.C. HOLDINGS, INC.

Consolidated Statements of Operations and Comprehensive Income

 

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands, except per share amounts)

 
   

(Unaudited)

 

Homebuilding:

               

Home sale revenues

  $ 377,009     $ 318,534  

Land sale revenues

    910       -  

Total home and land sale revenues

    377,919       318,534  

Home cost of sales

    (318,642 )     (259,478 )

Land cost of sales

    (1,125 )     -  

Inventory impairments

    (350 )     -  

Total cost of sales

    (320,117 )     (259,478 )

Gross margin

    57,802       59,056  

Selling, general and administrative expenses

    (50,532 )     (48,341 )

Interest and other income

    1,854       13,549  

Interest expense

    -       (685 )

Other expense

    (1,134 )     (614 )

Loss on early extinguishment of debt

    -       (9,412 )

Homebuilding pretax income

    7,990       13,553  
                 

Financial Services:

               

Revenues

    10,591       9,223  

Expenses

    (6,159 )     (4,924 )

Interest and other income

    904       788  

Financial services pretax income

    5,336       5,087  
                 

Income before income taxes

    13,326       18,640  

Provision for income taxes

    (4,906 )     (7,136 )

Net income

  $ 8,420     $ 11,504  
                 

Other comprehensive income (loss) related to available for sale securities, net of tax

    1,308       (4,046 )

Comprehensive income

  $ 9,728     $ 7,458  
                 

Earnings per share:

               

Basic

  $ 0.17     $ 0.24  

Diluted

  $ 0.17     $ 0.23  
                 

Weighted average common shares outstanding

               

Basic

    48,714,637       48,585,757  

Diluted

    48,891,514       48,854,675  
                 

Dividends declared per share

  $ 0.25     $ 0.25  

 

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 
- 2 -

 

 

M.D.C. HOLDINGS, INC.

Consolidated Statements of Cash Flows

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 
   

(Unaudited)

 

Operating Activities:

               

Net income

  $ 8,420     $ 11,504  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

               

Loss on early extinguishment of debt

    -       9,412  

Stock-based compensation expense

    875       1,292  

Depreciation and amortization

    1,083       934  

Inventory impairments

    350       -  

Loss (gain) on sale of marketable securities

    11       -  

Amortization of discount / premiums on marketable debt securities, net

    59       (90 )

Deferred income tax expense (benefit)

    4,713       7,103  

Net changes in assets and liabilities:

               

Restricted cash

    (1,444 )     690  

Trade and other receivables

    (6,141 )     (8,711 )

Mortgage loans held-for-sale

    23,684       27,778  

Housing completed or under construction

    4,282       (75,190 )

Land and land under development

    (1,274 )     (63,718 )

Prepaid expenses and other assets

    489       (6,881 )

Accounts payable and accrued liabilities

    (19,681 )     (18,371 )

Net cash provided by (used in) operating activities

    15,426       (114,248 )
                 

Investing Activities:

               

Purchases of marketable securities

    (20,484 )     (356,287 )

Maturities of marketable securities

    1,510       133,724  

Sales of marketable securities

    12,976       279,450  

Purchases of property and equipment

    (340 )     (545 )

Net cash provided by (used in) investing activities

    (6,338 )     56,342  
                 

Financing Activities:

               

Advances (payments) on mortgage repurchase facility, net

    (20,785 )     (23,734 )

Proceeds from issuance of senior notes

    -       248,375  

Repayment of senior notes

    -       (259,118 )

Dividend payments

    (12,213 )     (12,207 )

Proceeds from exercise of stock options

    -       71  

Net cash used in financing activities

    (32,998 )     (46,613 )
                 

Net decrease in cash and cash equivalents

    (23,910 )     (104,519 )

Cash and cash equivalents:

               

Beginning of period

    153,825       199,338  

End of period

  $ 129,915     $ 94,819  

 

 

The accompanying Notes are an integral part of these Unaudited Consolidated Financial Statements.

 

 
- 3 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

1.

Basis of Presentation

 

The Unaudited Consolidated Financial Statements of M.D.C. Holdings, Inc. ("MDC," “the Company," “we,” “us,” or “our” which refers to M.D.C. Holdings, Inc. and its subsidiaries) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of MDC at March 31, 2015 and for all periods presented. These statements should be read in conjunction with MDC’s Consolidated Financial Statements and Notes thereto included in MDC’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

2.

Recently Issued Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which is a comprehensive new revenue recognition model. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for our interim and annual reporting periods beginning after December 15, 2016, and is to be applied retrospectively, with early application not permitted. We are currently evaluating the impact the pronouncement will have on our consolidated financial statements and related disclosures.

 

In June 2014, the FASB issued ASU 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures ("ASU 2014-11"), which makes limited amendments to Accounting Standards Codification (“ASC”) Topic 860, "Transfers and Servicing." ASU 2014-11 requires entities to account for repurchase-to-maturity transactions as secured borrowings, eliminates accounting guidance on linked repurchase financing transactions, and expands disclosure requirements related to certain transfers of financial assets. The only changes in ASU 2014-11 that are applicable to our consolidated financial statements are the disclosures for repurchase agreements effective for our fiscal periods beginning January 1, 2015 and interim periods beginning April 1, 2015. Early adoption is not permitted. This guidance is not expected to have a material impact on our consolidated financial statements.

 

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends the consolidation requirements in ASC 810, primarily related to limited partnerships and variable interest entities. ASU 2015-02 is effective for our interim and annual reporting periods beginning after January 1, 2016. Early adoption is permitted. This guidance is not expected to have a material impact on our consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. This guidance is not expected to have a material impact on our consolidated financial statements.

 

3.

Segment Reporting

 

Our operating segments are defined as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”), or decision-making group, to evaluate performance and make operating decisions. We have identified our CODM as two key executives—the Chief Executive Officer and the Chief Operating Officer.

 

We have identified each homebuilding division as an operating segment. Our homebuilding operating segments have been aggregated into the reportable segments noted below because they are similar in the following regards: (1) economic characteristics; (2) housing products; (3) class of homebuyer; (4) regulatory environments; and (5) methods used to construct and sell homes. Our homebuilding reportable segments are as follows:

 

 

West (Arizona, California, Nevada and Washington)

 

Mountain (Colorado and Utah)

 

East (Virginia, Florida and Maryland, which includes Pennsylvania and New Jersey)

 

 
- 4 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Our financial services business consists of the operations of the following operating segments: (1) HomeAmerican Mortgage Corporation (“HomeAmerican”); (2) Allegiant Insurance Company, Inc., A Risk Retention Group (“Allegiant”); (3) StarAmerican Insurance Ltd. (“StarAmerican”); (4) American Home Insurance Agency, Inc.; and (5) American Home Title and Escrow Company. Due to its contributions to consolidated pretax income we consider HomeAmerican to be a reportable segment (“Mortgage operations”). The remaining operating segments have been aggregated into one reportable segment (“Other”) because they do not individually exceed 10 percent of: (1) consolidated revenue; (2) the greater of (A) the combined reported profit of all operating segments that did not report a loss or (B) the positive value of the combined reported loss of all operating segments that reported losses; or (3) consolidated assets.

 

Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating divisions by centralizing key administrative functions such as finance and treasury, information technology, insurance and risk management, litigation and human resources. Corporate also provides the necessary administrative functions to support MDC as a publicly traded company. A portion of the expenses incurred by Corporate are allocated to the homebuilding operating segments based on their respective percentages of assets, and to a lesser degree, a portion of Corporate expenses are allocated to the financial services segments. A majority of Corporate’s personnel and resources are primarily dedicated to activities relating to the homebuilding segments, and, therefore, the balance of any unallocated Corporate expenses is included in the homebuilding segment.

 

The table set forth below summarizes home and land sale revenues for our homebuilding operations and revenues for our financial services operations.  

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 
Homebuilding                

West

  $ 176,817     $ 136,422  

Mountain

    124,021       100,945  

East

    77,081       81,167  

Total home and land sale revenues

  $ 377,919     $ 318,534  
                 

Financial Services

               

Mortgage operations

  $ 6,649     $ 5,119  

Other

    3,942       4,104  

Total financial services revenues

  $ 10,591     $ 9,223  

 

 

The following table summarizes pretax income for our homebuilding and financial services operations:

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 
Homebuilding                

West

  $ 8,503     $ 12,650  

Mountain

    7,420       7,359  

East

    (421 )     2,661  

Corporate

    (7,512 )     (9,117 )

Total homebuilding pretax income

  $ 7,990     $ 13,553  
                 

Financial Services

               

Mortgage operations

  $ 2,792     $ 2,559  

Other

    2,544       2,528  

Total financial services pretax income

  $ 5,336     $ 5,087  
                 

Total pretax income

  $ 13,326     $ 18,640  

 

 
- 5 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

The following table summarizes total assets for our homebuilding and financial services operations. The assets in our West, Mountain and East segments consist primarily of inventory while the assets in our Corporate segment primarily include cash and cash equivalents, marketable securities and our deferred tax asset. The assets in our financial services segment consist mostly of cash and cash equivalents, marketable securities and mortgage loans held-for-sale.

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 
Homebuilding assets                

West

  $ 887,727     $ 893,970  

Mountain

    518,187       516,971  

East

    351,884       343,718  

Corporate

    441,581       465,368  

Total homebuilding assets

  $ 2,199,379     $ 2,220,027  
                 

Financial services assets

               

Mortgage operations

  $ 72,470     $ 94,265  

Other

    44,586       44,146  

Total financial services assets

  $ 117,056     $ 138,411  
                 

Total assets

  $ 2,316,435     $ 2,358,438  

 

 

 
- 6 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

4.

Earnings Per Share

 

A company that has participating securities (for example, holders of unvested restricted stock that has nonforfeitable dividend rights) is required to utilize the two-class method to calculate earnings per share (“EPS”) unless the treasury stock method results in lower EPS. The two-class method is an allocation of earnings/(loss) between the holders of common stock and a company’s participating security holders. Under the two-class method, earnings/(loss) for the reporting period are allocated between common shareholders and other security holders based on their respective rights to receive distributed earnings (i.e., dividends) and undistributed earnings (i.e., net income/(loss)). Currently, we have one class of security and we have participating security holders consisting of shareholders of unvested restricted stock. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potential dilutive stock options outstanding. The following table shows basic and diluted EPS calculations:

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands, except per share amounts)

 
Numerator                

Net income

  $ 8,420     $ 11,504  

Less: distributed earnings allocated to participating securities

    (25 )     (52 )

Less: undistributed earnings allocated to participating securities

    -       -  

Net income attributable to common stockholders (numerator for basic earnings per share)

    8,395       11,452  

Add back: undistributed earnings allocated to participating securities

    -       -  

Less: undistributed earnings reallocated to participating securities

    -       -  

Numerator for diluted earnings per share under two class method

  $ 8,395     $ 11,452  
                 

Denominator

               

Weighted-average common shares outstanding

    48,714,637       48,585,757  

Add: dilutive effect of stock options

    176,877       268,918  

Denominator for diluted earnings per share under two class method

    48,891,514       48,854,675  
                 

Basic Earnings Per Common Share

  $ 0.17     $ 0.24  

Diluted Earnings Per Common Share

  $ 0.17     $ 0.23  

 

Diluted EPS for the quarters ended March 31, 2015 and 2014 excluded options to purchase approximately 3.7 million of common stock because the effect of their inclusion would be anti-dilutive.

 

 
- 7 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

5.

Accumulated Other Comprehensive Income

 

The following table sets forth our changes in accumulated other comprehensive income (“AOCI”):

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Unrealized gains (losses) on available-for-sale marketable securities (1) :

               

Beginning balance

  $ 2,775     $ 7,655  

Other comprehensive income (loss) before reclassifications

    360       (33 )

Amounts reclassified from AOCI (2)

    7       (4,013 )

Ending balance

  $ 3,142     $ 3,609  
                 

Unrealized gains on available-for-sale metropolitan district bond securities (1) :

               

Beginning balance

  $ 7,680     $ 3,920  

Other comprehensive income before reclassifications

    941       -  

Amounts reclassified from AOCI

    -       -  

Ending balance

  $ 8,621     $ 3,920  
                 

Total ending AOCI

  $ 11,763     $ 7,529  

                                                                                                                     

 

 

(1)

All amounts net-of-tax.

 

(2)

See separate table below for details about these reclassifications.

 

The following table sets forth the activity related to reclassifications out of accumulated other comprehensive income (loss) related to available for sale securities:

 

 

   

Three Months Ended

 
   

March 31,

 

Affected Line Item in the Statements of Operations

 

2015

   

2014

 
   

(Dollars in thousands)

 

Homebuilding interest and other income

  $ (12 )   $ 6,537  

Financial services interest and other income

    1       (12 )

Income before income taxes

    (11 )     6,525  

Provision for income taxes

    4       (2,512 )

Net income

  $ (7 )   $ 4,013  

 

 

6.

Fair Value Measurements

 

ASC Topic 820, Fair Value Measurements (“ASC 820”), defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 

 
- 8 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

The following table sets forth the fair values and methods used for measuring the fair values of financial instruments on a recurring basis:

 

 

       

Fair Value

 
       

March 31,

   

December 31,

 

Financial Instrument

 

Hierarchy

 

2015

   

2014

 
       

(Dollars in thousands)

 

Marketable securities (available-for-sale)

                   

Equity securities

 

Level 1

  $ 137,387     $ 129,560  

Debt securities - maturity less than 1 year

 

Level 2

    1,515       1,511  

Debt securities - maturity 1 to 5 years

 

Level 2

    7,497       7,643  

Debt securities - maturity greater than 5 years

 

Level 2

    16,224       17,426  

Total available-for-sale marketable securities

  $ 162,623     $ 156,140  
                     

Mortgage loans held-for-sale, net

 

Level 2

  $ 64,708     $ 88,392  
                     

Metropolitan district bond securities (related party) (available-for-sale)

 

Level 3

  $ 19,978     $ 18,203  

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments.

 

Cash and cash equivalents, restricted cash, trade and other receivables, prepaid and other assets, accounts payable, and accrued liabilities. Fair value approximates carrying value.

 

Marketable Securities.  We have marketable debt and equity securities.  Our equity securities consist of holdings in corporate equities and holdings in mutual fund securities, which are primarily invested in debt securities. Our debt securities consist primarily of fixed and floating rate interest earning debt securities, which may include, among others, United States government and government agency debt and corporate debt. We measure the fair value of our debt securities using a third party pricing service that either provides quoted prices in less active markets for identical or similar securities or uses observable inputs for their pricing, both of which are level 2 inputs. As of March 31, 2015 and December 31, 2014, all of our marketable securities were treated as available-for-sale investments and, as such, we have recorded all of our marketable securities at fair value with changes in fair value being recorded as a component of AOCI.

 

Each quarter we assess all of our securities in an unrealized loss position for potential other-than-temporary impairment (“OTTI”). Our assessment includes a consideration of many factors, both qualitative and quantitative, including the amount of the unrealized loss, the period of time the security has been in a loss position, the financial condition of the issuer and whether we have the intent and ability to hold the securities, among other factors. Based on our assessments, no OTTI was recorded for either of the quarters ended March 31, 2015 or 2014.

 

The following table sets forth the amortized cost and estimated fair value of our available-for-sale marketable securities:

 

 

   

March 31, 2015

   

December 31, 2014

 
   

Amortized
Cost

   

Fair Value

   

Amortized
Cost

   

Fair Value

 

 

 

(Dollars in thousands)

 

Homebuilding:

                               

Equity securities

  $ 118,487     $ 122,856     $ 116,009     $ 120,274  

Debt securities

    21,107       21,242       20,660       20,604  

Total homebuilding available-for-sale marketable securities

  $ 139,594     $ 144,098     $ 136,669     $ 140,878  
                                 

Financial Services:

                               

Equity securities

  $ 14,027     $ 14,531     $ 9,028     $ 9,286  

Debt securities

    3,935       3,994       5,930       5,976  

Total financial services available-for-sale marketable securities

  $ 17,962     $ 18,525     $ 14,958     $ 15,262  
                                 

Total available-for-sale marketable securities

  $ 157,556     $ 162,623     $ 151,627     $ 156,140  

 

 
- 9 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

As of March 31, 2015 and December 31, 2014, our marketable securities were in net unrealized gain positions totaling $5.1 million and $4.5 million, respectively. Our marketable securities that were in unrealized loss positions aggregated to unrealized losses of $2.1 million and $3.1 million as of March 31, 2015 and December 31, 2014, respectively. The table below sets forth the debt and equity securities that were in an aggregate loss position. We do not believe that the aggregate unrealized loss related to our debt or equity securities as of March 31, 2015 is material to our operations.

 

 

   

March 31, 2015

   

December 31, 2014

 
   

Number of Securities in Loss Position

   

Aggregate Loss Position

   

Aggregate Fair Value of Securities in a Loss Position

   

Number of Securities in Loss Position

   

Aggregate Loss Position

   

Aggregate Fair Value of Securities in a Loss Position

 
   

(Dollars in thousands)

 
Type of Investment                                                

Debt

    28     $ (49 )   $ 7,556       52     $ (359 )   $ 14,536  

Equity

    8       (2,040 )     81,104       6       (2,738 )     74,999  

Total

    36     $ (2,089 )   $ 88,660       58     $ (3,097 )   $ 89,535  

 

The following table sets forth gross realized gains and losses from the sale of available-for-sale marketable securities, which were included in either interest and other income in the homebuilding section or interest and other income in the financial services section of our consolidated statements of operations:

 

 

   

Three Months Ended March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Gross realized gains on sales of available-for-sale securities

               

Equity securities

  $ 237     $ 5,431  

Debt securities

    166       1,261  

Total

  $ 403     $ 6,692  
                 

Gross realized losses on sales of available-for-sale securities

               

Equity securities

  $ (325 )   $ (154 )

Debt securities

    (89 )     (12 )

Total

  $ (414 )   $ (166 )
                 

Net realized gain (loss) on sales of available-for-sale securities

  $ (11 )   $ 6,526  

 

Mortgage Loans Held-for-Sale, Net.  As of March 31, 2015, the primary components of our mortgage loans held-for-sale that are measured at fair value on a recurring basis are: (1) mortgage loans held-for-sale under commitments to sell; and (2) mortgage loans held-for-sale not under commitments to sell. At March 31, 2015 and December 31, 2014, we had $45.6 million and $74.2 million, respectively, of mortgage loans held-for-sale under commitments to sell for which fair value was based upon Level 2 inputs, which were the quoted market prices for those mortgage loans. At March 31, 2015 and December 31, 2014, we had $19.1 million and $14.2 million, respectively, of mortgage loans held-for-sale that were not under commitments to sell. The fair value for those loans was primarily based upon the estimated market price received from an outside party, which is a Level 2 fair value input.

 

Metropolitan District Bond Securities (Related Party).  The Metropolitan district bond securities (the “Metro Bonds”) are included in the homebuilding section of our accompanying consolidated balance sheets. We acquired the Metro Bonds from a quasi-municipal corporation in the state of Colorado (the “Metro District”), which was formed to help fund and maintain the infrastructure associated with a master-planned community being developed by our Company. Cash flows received by the Company from these securities reflect principal and interest payments from the Metro District that are supported by an annual levy on the taxable value of real estate and personal property within the Metro District’s boundaries and a one-time fee assessed on permits obtained by MDC in the Metro District. The stated year of maturity for the Metro Bonds is 2037. However, if the unpaid principal and all accrued interest are not paid off by the year 2037, the Company will continue to receive principal and interest payments in perpetuity until the unpaid principal and accrued interest is paid in full. Since 2007 and through the first quarter of 2013, we accounted for these securities under the cost recovery method and they were not carried at fair value in accordance with ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”).

 

 
- 10 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

In the second quarter of 2013, we determined that these securities no longer were required to be accounted for under the cost recovery method due to an increase in the number of new homes delivered in the community coupled with improvements in property values within the Metro District. In accordance with ASC 310-30, we adjust the bond principal balance using an interest accretion model that utilizes future cash flows expected to be collected. Furthermore, as this investment is accounted for as an available-for-sale asset, we update its fair value on a quarterly basis, with the adjustment being recorded through AOCI. The fair value is based upon a discounted future cash flow model, which uses Level 3 inputs. The two primary unobservable inputs used in our discounted cash flow model are the forecasted number of homes to be closed, as they drive any increases to the tax base for the Metro District, and the discount rate. Cash receipts, which are typically only received in the fourth quarter, reduce the carrying value of the Metro Bonds. The table below provides quantitative data, as of March 31, 2015, regarding each unobservable input and the sensitivity of fair value to potential changes in those unobservable inputs.

 

   

Quantitative Data

 

Sensitivity Analysis

Unobservable Input

 

Range

   

Weighted Average

 

Movement in
Fair Value from
Increase in Input

 

Movement in
Fair Value from
Decrease in Input

Number of homes closed per year

    0 to 132       93  

Increase

 

Decrease

Discount rate

    5% to 14%       9.9%  

Decrease

 

Increase

 

The table set forth below summarizes the activity for our Metro Bonds:

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Balance at beginning of period

  $ 18,203     $ 12,729  

Increase in fair value (recorded in other comprehensive income)

    1,418       -  

Change due to accretion of principal

    357       298  

Cash receipts

    -       -  

Balance at end of period

  $ 19,978     $ 13,027  

 

Mortgage Repurchase Facility. The debt associated with our mortgage repurchase facility (see Note 18 for further discussion) is at floating rates or at fixed rates that approximate current market rates and have relatively short-term maturities, generally within 30 days. The fair value approximates carrying value and is based on Level 2 inputs.

 

Senior Notes. The estimated values of the senior notes in the following table are based on Level 2 inputs, including market prices of other homebuilder bonds.

 

 

   

March 31, 2015

   

December 31, 2014

 
   

Carrying
Amount

   

Fair Value

   

Carrying
Amount

   

Fair Value

 
   

(Dollars in thousands)

 

5⅝% Senior Notes due February 2020, net

  $ 246,600     $ 266,875     $ 246,450     $ 257,950  

5½% Senior Notes due January 2024, net

    250,000       244,063       250,000       242,608  

6% Senior Notes due January 2043

    350,000       296,625       350,000       296,555  

Total

  $ 846,600     $ 807,563     $ 846,450     $ 797,113  

 

 

 
- 11 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

7.

Inventories

 

The following table sets forth, by reportable segment, information relating to our homebuilding inventories:

 

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Housing Completed or Under Construction:

               

West

  $ 342,666     $ 343,134  

Mountain

    236,937       220,489  

East

    148,637       169,069  

Subtotal

    728,240       732,692  

Land and Land Under Development:

               

West

    500,932       507,252  

Mountain

    257,564       277,583  

East

    178,016       150,433  

Subtotal

    936,512       935,268  

Total Inventories

  $ 1,664,752     $ 1,667,960  

 

Our inventories are primarily associated with communities where we intend to construct and sell homes, including models and speculative homes (defined as homes under construction without a sales contract and also referred to as “spec homes”). Costs capitalized to land and land under development primarily include: (1) land costs; (2) land development costs; (3) entitlement costs; (4) capitalized interest; (5) engineering fees; and (6) title insurance, real property taxes and closing costs directly related to the purchase of the land parcel. Components of housing completed or under construction primarily include: (1) land costs transferred from land and land under development; (2) direct construction costs associated with a house; (3) real property taxes, engineering fees, permits and other fees; (4) capitalized interest; and (5) indirect construction costs, which include field construction management salaries and benefits, utilities and other construction related costs. Land costs are transferred from land and land under development to housing completed or under construction at the point in time that construction of a home on an owned lot begins.

 

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), homebuilding inventories are carried at cost unless events and circumstances indicate that the carrying value of the underlying subdivision may not be recoverable. We evaluate inventories for impairment at each quarter end on a subdivision level basis as each subdivision represents the lowest level of identifiable cash flows. In making this determination, we review, among other things, the following for each subdivision:

 

 

actual and trending “Operating Margin” (which is defined as home sale revenues less home cost of sales and all direct incremental costs associated with the home closing, including sales commissions) for homes closed;

 

estimated future undiscounted cash flows and Operating Margin;

 

forecasted Operating Margin for homes in backlog;

 

actual and trending net and gross home orders;

 

base sales price and home sales incentive information for homes closed, homes in backlog and homes available for sale;

 

market information for each sub-market, including competition levels, home foreclosure levels, the size and style of homes currently being offered for sale and lot size; and

 

known or probable events indicating that the carrying value may not be recoverable.

 

If events or circumstances indicate that the carrying value of our inventory may not be recoverable, assets are reviewed for impairment by comparing the undiscounted estimated future cash flows from an individual subdivision to its carrying value. If the undiscounted future cash flows are less than the subdivision’s carrying value, the carrying value of the subdivision is written down to its estimated fair value. We generally determine the estimated fair value of each subdivision by determining the present value of the estimated future cash flows at discount rates that are commensurate with the risk of the subdivision under evaluation. For the three months ended March 31, 2015, we recorded $0.4 million of inventory impairment charges related to one project in our East segment. We recognized no inventory impairments during the three months ended March 31, 2014.

 

 
- 12 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

8.

Capitalization of Interest

 

We capitalize interest to inventories during the period of development in accordance with ASC Topic 835, Interest (“ASC 835”). Homebuilding interest capitalized as a cost of inventories is included in cost of sales as related units or lots are sold. To the extent our homebuilding debt exceeds our qualified assets as defined in ASC 835, we expense a portion of interest incurred. Qualified homebuilding assets consist of all lots and homes, excluding finished unsold homes or finished models, within projects that are actively selling or under development. The table set forth below summarizes homebuilding interest activity.

 

The homebuilding interest expensed in the table below relates to the portion of interest incurred where our homebuilding debt exceeded our qualified inventory for such periods in accordance with ASC 835.

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Homebuilding interest incurred

  $ 13,251     $ 19,182  

Less: Interest capitalized

    (13,251 )     (18,497 )

Homebuilding interest expensed

  $ -     $ 685  
                 

Interest capitalized, beginning of period

  $ 79,231     $ 74,155  

Plus: Interest capitalized during period

    13,251       18,497  

Less: Previously capitalized interest included in home and land cost of sales

    (12,491 )     (11,724 )

Interest capitalized, end of period

  $ 79,991     $ 80,928  

 

 

9.

Homebuilding Prepaid Expenses and Other Assets

 

The following table sets forth the components of homebuilding prepaid expenses and other assets:

 

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Land option deposits

  $ 10,776     $ 12,895  

Deferred marketing costs

    30,266       29,231  

Prepaid expenses

    4,655       5,104  

Goodwill

    6,008       6,008  

Deferred debt issuance costs, net

    12,590       13,004  

Other

    1,645       1,754  

Total

  $ 65,940     $ 67,996  

 

 

 
- 13 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

10.

Homebuilding Accrued Liabilities and Financial Services Accounts Payable and Accrued Liabilities

 

The following table sets forth information relating to homebuilding accrued liabilities:

 

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Customer and escrow deposits

  $ 21,591     $ 16,728  

Warranty accrual

    17,761       18,346  

Accrued compensation and related expenses

    12,649       27,541  

Accrued interest

    11,031       23,234  

Land development and home construction accruals

    9,411       10,108  

Other accrued liabilities

    20,162       19,160  

Total accrued liabilities

  $ 92,605     $ 115,117  

 

The following table sets forth information relating to financial services accounts payable and accrued liabilities:

 

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Insurance reserves

  $ 50,015     $ 50,470  

Accounts payable and other accrued liabilities

    6,995       6,798  

Total accounts payable and accrued liabilities

  $ 57,010     $ 57,268  

 

11.

Warranty Accrual

 

Our homes are sold with limited third-party warranties. We record expenses and warranty accruals for general and structural warranty claims, as well as accruals for known, unusual warranty-related expenditures. Warranty accruals are established based upon historical payment experience in an amount estimated to be adequate to cover expected costs of materials and outside labor during warranty periods. The establishment of warranty accruals for closed homes and the evaluation of our warranty accrual balance at period end are both based on an internally developed analysis that includes known facts and interpretations of circumstances, including, among other things, our trends in historical warranty payment levels and warranty payments for claims not considered to be normal and recurring.

 

Our warranty accrual is included in accrued liabilities in the homebuilding section of our consolidated balance sheets and adjustments to our warranty accrual are recorded as an increase or reduction to home cost of sales in the homebuilding section of our consolidated statements of operations.

 

The table set forth below summarizes warranty accrual, payment and adjustment activity for the three months ended March 31, 2015 and 2014. The adjustment in the three month period ended March 31, 2014 was not material to our operations, and there was no such adjustment during the three month period ended March 31, 2015.

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Balance at beginning of period

  $ 18,346     $ 22,238  

Expense provisions

    1,115       991  

Cash payments

    (1,700 )     (982 )

Adjustments

    -       (800 )

Balance at end of period

  $ 17,761     $ 21,447  

 

 

 
- 14 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

12.

Insurance Reserves

 

The establishment of reserves for estimated losses associated with insurance policies issued by Allegiant and re-insurance agreements issued by StarAmerican are based on actuarial studies that include known facts and interpretations of circumstances, including our experience with similar cases and historical trends involving claim payment patterns, pending levels of unpaid claims, product mix or concentration, claim severity, frequency patterns depending on the business conducted, and changing regulatory and legal environments.

 

The table set forth below summarizes the insurance reserve activity for the three months ended March 31, 2015 and 2014. The insurance reserve is included as a component of accrued liabilities in the financial services section of the accompanying consolidated balance sheets.

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Balance at beginning of period

  $ 50,470     $ 49,637  

Expense provisions

    1,273       1,310  

Cash payments, net of recoveries

    (1,728 )     (1,871 )

Balance at end of period

  $ 50,015     $ 49,076  

 

In the ordinary course of business, we make payments from our insurance reserves to settle litigation claims arising primarily from our homebuilding activities. These payments are irregular in both their timing and their magnitude. As a result, the cash payments, net of recoveries shown for the three months ended March 31, 2015 and 2014 are not necessarily indicative of what future cash payments will be for subsequent periods.

 

13.

Income Taxes

 

At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year and use that rate to provide for income taxes for the current year-to-date reporting period. Our overall effective income tax rates were 36.8% and 38.3% for the three months ended March 31, 2015 and 2014, respectively, resulting in income tax expense of $4.9 million and $7.1 million for the same periods, respectively.

 

At March 31, 2015 and December 31, 2014 we had deferred tax assets, net of deferred tax liabilities, of $148.0 million and $153.5 million, respectively. Included in our deferred tax assets at March 31, 2015 are $45.6 million and $36.0 million of federal and state net operating loss carryforwards, respectively. Our net deferred tax assets at March 31, 2015 and December 31, 2014 were partially offset by valuation allowances of $13.2 million and $13.0 million, respectively, related to (1) various state net operating loss carryforwards where realization is more uncertain at this time due to the more limited carryforward periods that exist in certain states and (2) the amount by which the carrying value of our Metro Bonds for tax purposes exceeds our carrying value for book purposes that we believe realization is more uncertain at this time.

 

 

 

14.

Senior Notes

 

The following table sets forth the carrying amount of our senior notes as of March 31, 2015 and December 31, 2014, net of applicable discounts:

 

 

   

March 31,

   

December 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

5⅝% Senior Notes due February 2020, net

  $ 246,600     $ 246,450  

5½% Senior Notes due January 2024

    250,000       250,000  

6% Senior Notes due January 2043

    350,000       350,000  

Total

  $ 846,600     $ 846,450  

 

On March 26, 2014, we redeemed our 5% Senior Notes due December 2014.  As a result of this transaction, we paid $259.1 million to extinguish $250 million in debt principal with a carrying value, including unamortized deferred financing costs, of $249.7 million and recorded a $9.4 million expense for loss on extinguishment of debt.

 

 
- 15 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Our senior notes are not secured and, while the senior note indentures contain some restrictions on secured debt and other transactions, they do not contain financial covenants. Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by substantially all of our homebuilding segment subsidiaries.

 

15.

Stock Based Compensation

 

We account for share-based awards in accordance with ASC 718, Compensation-Stock Compensation, which requires the fair value of stock-based compensation awards to be amortized as an expense over the vesting period. Stock-based compensation awards are valued at fair value on the date of grant. The following table sets forth share-based award expense activity for the three months ended March 31, 2015:

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Stock option grant expense

  $ 376     $ 593  

Restricted stock awards expense

    499       699  

Total stock based compensation

  $ 875     $ 1,292  

 

 

16.

Commitments and Contingencies

 

Surety Bonds and Letters of Credit. We are required to obtain surety bonds and letters of credit in support of our obligations for land development and subdivision improvements, homeowner association dues, warranty work, contractor license fees and earnest money deposits. At March 31, 2015, we had issued and outstanding surety bonds and letters of credit totaling $147.1 million and $25.8 million, respectively, including $15.8 million in letters of credit issued by HomeAmerican. The estimated cost to complete obligations related to these bonds and letters of credit was approximately $47.7 million and $2.7 million, respectively. The letters of credit as of March 31, 2015, excluding those issued by HomeAmerican, were outstanding under our unsecured revolving credit facility (see Note 18 for further discussion of the revolving credit facility). We expect that the obligations secured by these performance bonds and letters of credit generally will be performed in the ordinary course of business and in accordance with the applicable contractual terms. To the extent that the obligations are performed, the related performance bonds and letters of credit should be released and we should not have any continuing obligations. However, in the event any such performance bonds or letters of credit are called, our indemnity obligations could require us to reimburse the issuer of the performance bond or letter of credit.

 

We have made no material guarantees with respect to third-party obligations.

 

Mortgage Loan Loss Reserves. In the normal course of business, we establish reserves for potential losses associated with HomeAmerican’s sale of mortgage loans to third-parties. These reserves are created to address repurchase and indemnity claims by third-party purchasers of the mortgage loans, which claims arise primarily out of, but not limited to, allegations of homebuyer fraud at the time of origination of the loan, missing documentation, loan processing defects or defective appraisals. These reserves are based upon, among other things: (1) pending claims received from third-party purchasers associated with previously sold mortgage loans; (2) a current assessment of the potential exposure associated with future claims of homebuyer fraud in mortgage loans originated in prior periods; and (3) historical loss experience. In addition to reserves established for mortgage loans previously sold to third-parties, we establish reserves for loans that we have been required to repurchase. Our mortgage loan reserves are reflected as a component of accrued liabilities in the financial services section of the accompanying consolidated balance sheets, and the associated expenses are included in expenses in the financial services section of the accompanying consolidated statements of operations.

 

 
- 16 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

The following table summarizes the mortgage loan loss reserve activity for the three months ended March 31, 2015 and 2014:

 

 

   

Three Months Ended

 
   

March 31,

 
   

2015

   

2014

 
   

(Dollars in thousands)

 

Balance at beginning of period

  $ 810     $ 1,370  

Expense provisions

    725       -  

Cash payments

    -       -  

Adjustments

    (310 )     (497 )

Balance at end of period

  $ 1,225     $ 873  

 

Legal Reserves. Because of the nature of the homebuilding business, we have been named as defendants in various claims, complaints and other legal actions arising in the ordinary course of business, including product liability claims and claims associated with the sale and financing of homes. In the opinion of management, the outcome of these ordinary course matters will not have a material adverse effect upon our financial condition, results of operations or cash flows.

 

Lot Option Contracts. In the normal course of business, we enter into lot option purchase contracts (“Option Contracts”), generally through a deposit of cash or a letter of credit, for the right to purchase land or lots at a future point in time with predetermined terms. The use of such land option and other contracts generally allow us to reduce the risks associated with direct land ownership and development, reduces our capital and financial commitments and minimizes the amount of our land inventories on our consolidated balance sheets. Our obligation with respect to Option Contracts is generally limited to forfeiture of the related deposits. At March 31, 2015, we had cash deposits and letters of credit totaling $10.2 million and $2.5 million, respectively, at risk associated with the option to purchase 1,760 lots.

 

17.

Derivative Financial Instruments

 

The derivative instruments we utilize in the normal course of business are interest rate lock commitments and forward sales of mortgage-backed securities, both of which typically are short-term in nature. Forward sales of mortgage-backed securities are utilized to hedge changes in fair value of our interest rate lock commitments as well as mortgage loans held-for-sale not under commitments to sell. For forward sales of securities, as well as interest rate lock commitments that are still outstanding at the end of a reporting period, we record the changes in fair value of the derivatives in revenues in the financial services section of our consolidated statements of operations with an offset to prepaid expenses and other assets or accounts payable and accrued liabilities in the financial services section of our accompanying consolidated balance sheets, depending on the nature of the change.

 

At March 31, 2015, we had interest rate lock commitments with an aggregate principal balance of $87.6 million. Additionally, we had $19.1 million of mortgage loans held-for-sale that were not under commitments to sell at March 31, 2015. In order to hedge the changes in fair value of our interest rate lock commitments and mortgage loans held-for-sale which had not yet been committed to a mortgage purchaser, we had forward sales of securities totaling $71.5 million at March 31, 2015.

 

For the three months ended March 31, 2015 and 2014, we recorded net gains (losses) on our derivatives of $0.6 million and $(0.4) million, respectively.

 

 
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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

18.

Lines of Credit

 

Revolving Credit Facility. On December 13, 2013, we entered into an unsecured revolving credit agreement (“Revolving Credit Facility”) with a group of lenders which may be used for general corporate purposes. This agreement was amended on December 17, 2014 to (1) increase the aggregate commitment amount by $100 million to $550 million (the “Commitment”) and (2) extend the maturity until December 13, 2019. Each lender may issue letters of credit in an amount up to 50% of its commitment. The facility permits an increase in the maximum Commitment amount to $1.0 billion upon our request, subject to receipt of additional commitments from existing or additional lenders and the consent of the designated agent and the co-administrative agent. Interest rates on outstanding borrowings are determined by reference to a specified London Interbank Offered Rate (LIBOR), a specified federal funds effective rate or a specified prime rate, plus a margin that is determined based on our credit ratings and leverage ratio, as defined in the facility agreement. At any time at which our leverage ratio, as of the last day of the most recent calendar quarter, exceeds 55%, the aggregate principal amount of all consolidated senior debt borrowings outstanding may not exceed the borrowing base. There is no borrowing base requirement if our leverage ratio, as of the last day of the most recent calendar quarter, is 55% or less.

 

The Revolving Credit Facility is fully and unconditionally guaranteed, jointly and severally, by most of our homebuilding segment subsidiaries. The facility contains various representations, warranties and covenants that we believe are customary for agreements of this type. The financial covenants include a consolidated tangible net worth test and a leverage test, along with a consolidated tangible net worth covenant, all as defined in the facility agreement. A failure to satisfy the foregoing tests does not constitute an event of default, but can trigger a “term-out” of the facility. A breach of the consolidated tangible net worth covenant (but not the consolidated tangible net worth test) would result in an event of default.

 

The Revolving Credit Facility is subject to acceleration upon certain specified events of default, including breach of the consolidated tangible net worth covenant, failure to make timely payments, breaches of certain representations or covenants, failure to pay other material indebtedness, or another person becoming beneficial owner of 50% or more of our outstanding common stock. We believe we were in compliance with the representations, warranties and covenants included in the Revolving Credit Facility as of March 31, 2015.

 

We incur costs associated with unused commitment fees pursuant to the terms of the Revolving Credit Facility. At March 31, 2015 and December 31, 2014, there were $10.0 million and $10.5 million, respectively, in letters of credit outstanding, which reduced the amounts available to be borrowed under the Revolving Credit Facility. At both March 31, 2015 and December 31, 2014, we had $15.0 million in borrowings outstanding under the Revolving Credit Facility. As of March 31, 2015, availability under the Revolving Credit Facility was approximately $525.0 million.

 

Mortgage Repurchase Facility. HomeAmerican has a Master Repurchase Agreement (the “Mortgage Repurchase Facility”) with U.S. Bank National Association (“USBNA”) that will expire on September 18, 2015. The Mortgage Repurchase Facility provides liquidity to HomeAmerican by providing for the sale of eligible mortgage loans to USBNA with an agreement by HomeAmerican to repurchase the mortgage loans at a future date. Until such mortgage loans are transferred back to HomeAmerican, the documents relating to such loans are held by USBNA, as custodian, pursuant to the Custody Agreement (“Custody Agreement”), dated as of November 12, 2008, by and between HomeAmerican and USBNA. The Mortgage Repurchase Facility, which had a temporary increase in the maximum aggregate commitment from $50 million to $80 million from December 29, 2014 through January 28, 2015, had a maximum aggregate commitment of $50 million as of March 31, 2015. At March 31, 2015 and December 31, 2014, HomeAmerican had $40.0 million and $60.8 million, respectively, of mortgage loans that HomeAmerican was obligated to repurchase under our Mortgage Repurchase Facility. Mortgage loans that HomeAmerican is obligated to repurchase under the Mortgage Repurchase Facility are accounted for as a debt financing arrangement and are reported as mortgage repurchase facility in the consolidated balance sheets. Advances under the Mortgage Repurchase Facility carry a price range that is LIBOR-based. The Mortgage Repurchase Facility contains various representations, warranties and affirmative and negative covenants that we believe are customary for agreements of this type. The negative covenants include, among others, (i) a minimum Adjusted Tangible Net Worth requirement, (ii) a maximum Adjusted Tangible Net Worth Ratio, (iii) a minimum Adjusted Net Income requirement, and (iv) a minimum Liquidity requirement. The foregoing terms are defined in the Mortgage Repurchase Facility. We believe we were in compliance with the representations, warranties and covenants included in the Mortgage Repurchase Facility as of March 31, 2015.

 

 
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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

19.

Supplemental Guarantor Information

 

Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the following subsidiaries (collectively, the "Guarantor Subsidiaries"), which are 100%-owned subsidiaries of the Company.

 

 

M.D.C. Land Corporation

 

RAH of Florida, Inc.

 

Richmond American Construction, Inc.

 

Richmond American Homes of Arizona, Inc.

 

Richmond American Homes of Colorado, Inc.

 

Richmond American Homes of Delaware, Inc.

 

Richmond American Homes of Florida, LP

 

Richmond American Homes of Illinois, Inc.

 

Richmond American Homes of Maryland, Inc.

 

Richmond American Homes of Nevada, Inc.

 

Richmond American Homes of New Jersey, Inc.

 

Richmond American Homes of Pennsylvania, Inc.

 

Richmond American Homes of Utah, Inc.

 

Richmond American Homes of Virginia, Inc.

 

Richmond American Homes of Washington, Inc.

 

The senior note indentures do not provide for a suspension of the guarantees, but do provide that any Guarantor may be released from its guarantee so long as (1) no default or event of default exists or would result from release of such guarantee, (2) the Guarantor being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (3) the Guarantors released from their guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (4) such release would not have a material adverse effect on the homebuilding business of the Company and its subsidiaries and (5) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness). Upon delivery of an officers’ certificate and an opinion of counsel stating that all conditions precedent provided for in the indenture relating to such transactions have been complied with and the release is authorized, the guarantee will be automatically and unconditionally released. “Specified Indebtedness” means indebtedness under the senior notes, the Company’s Indenture dated as of December 3, 2002, the Revolving Credit Facility, and any refinancing, extension, renewal or replacement of any of the foregoing.

 

We have determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor and Non-Guarantor Subsidiaries is presented below.

 

 
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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Supplemental Condensed Combining Balance Sheet

 

 

   

March 31, 2015

 
                   

Non-

                 
           

Guarantor

   

Guarantor

   

Eliminating

   

Consolidated

 
   

MDC

   

Subsidiaries

   

Subsidiaries

   

Entries

   

MDC

 
   

Dollars in thousands

 
ASSETS                                        

Homebuilding:

                                       

Cash and cash equivalents

  $ 98,316     $ 3,010     $ -     $ -     $ 101,326  

Marketable securities

    144,098       -       -       -       144,098  

Restricted cash

    -       4,260       -       -       4,260  

Trade and other receivables

    6,779       30,093       -       (2,475 )     34,397  

Inventories:

                                       

Housing completed or under construction

    -       728,240       -       -       728,240  

Land and land under development

    -       936,512       -       -       936,512  

Total inventories

    -       1,664,752       -       -       1,664,752  
                                         

Intercompany receivables

    1,516,617       2,855       5,819       (1,525,291 )     -  

Investment in subsidiaries

    199,907       -       -       (199,907 )     -  

Deferred tax asset, net

    131,993       -       -       2,852       134,845  

Metropolitan district bond securities (related party)

    19,978       -       -       -       19,978  

Other assets

    40,041       55,682       -       -       95,723  

Total Homebuilding Assets

    2,157,729       1,760,652       5,819       (1,724,821 )     2,199,379  
                                         

Financial Services:

                                       

Cash and cash equivalents

    -       -       28,589       -       28,589  

Marketable securities

    -       -       18,525       -       18,525  

Intercompany receivables

    -       -       38,688       (38,688 )     -  

Mortgage loans held-for-sale, net

    -       -       64,708       -       64,708  

Other assets

    -       -       8,086       (2,852 )     5,234  

Total Financial Services Assets

    -       -       158,596       (41,540 )     117,056  

Total Assets

  $ 2,157,729     $ 1,760,652     $ 164,415     $ (1,766,361 )   $ 2,316,435  
                                         

LIABILITIES AND EQUITY

                                       
                                         

Homebuilding:

                                       

Accounts payable

  $ -     $ 38,720     $ -     $ -     $ 38,720  

Accrued liabilities

    22,304       69,336       19       946       92,605  

Advances and notes payable to parent and subsidiaries

    47,362       1,489,489       24,554       (1,561,405 )     -  

Revolving credit facility

    15,000       -       -       -       15,000  

Senior notes, net

    846,600       -       -       -       846,600  

Total Homebuilding Liabilities

    931,266       1,597,545       24,573       (1,560,459 )     992,925  
                                         

Financial Services:

                                       

Accounts payable and accrued liabilities

    -       -       60,432       (3,422 )     57,010  

Advances and notes payable to parent and subsidiaries

    -       -       2,573       (2,573 )     -  

Mortgage repurchase facility

    -       -       40,037       -       40,037  

Total Financial Services Liabilities

    -       -       103,042       (5,995 )     97,047  

Total Liabilities

    931,266       1,597,545       127,615       (1,566,454 )     1,089,972  
                                         

Equity:

                                       

Total Stockholders' Equity

    1,226,463       163,107       36,800       (199,907 )     1,226,463  

Total Liabilities and Stockholders' Equity

  $ 2,157,729     $ 1,760,652     $ 164,415     $ (1,766,361 )   $ 2,316,435  

 

 
- 20 -

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Supplemental Condensed Combining Balance Sheet

 

 

   

December 31, 2014

 
                   

Non-

                 
           

Guarantor

   

Guarantor