Certain statements on the Site, including statements regarding the MDC Companies' business, financial condition, results of operation, cash flows, strategies and prospects, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "likely," "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of such terms and other comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the MDC Companies to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Additional information about the risks and uncertainties applicable to the MDC Companies' business is contained in MDC's filings with the Securities and Exchange Commission, including MDC's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The MDC Companies undertake no duty to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in MDC's subsequent filings with the Securities and Exchange Commission, press releases and/or presentations should be considered.
mdc20161231_10k.htm Table Of Contents

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2016

 

OR

 

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

 

For the Transition period from            to           

 

Commission file number 1-08951

_________________________

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Name of each exchange on which registered

Common Stock, $.01 par value

New York Stock Exchange

5⅝% Senior Notes due February 2020

New York Stock Exchange

5½% Senior Notes due January 2024

  

6% Senior Notes due January 2043

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No     

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes     No X

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

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 X_  No__

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X

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_X_                              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 X

As of June 30, 2016, the aggregate market value of the Registrants' common stock held by non-affiliates of the Registrants was $1.0 billion based on the closing sales price of $24.34 per share as reported on the New York Stock Exchange on June 30, 2016.

As of December 31, 2016, the number of shares outstanding of Registrant's common stock was 51,485,090.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of part III of this Form 10-K are incorporated by reference from the Registrant's 2017 definitive proxy statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant's fiscal year.



 

 

M.D.C. HOLDINGS, INC.

FORM 10-K

For the Year Ended December 31, 2016

_______________

Table of Contents

     

Page

No.

PART I    
       
 

ITEM 1.

Business

 
   

(a) General Development of Business

1

   

(b) Available Information

1

   

(c) Financial Information About Industry Segments

2

   

(d) Narrative Description of Business

2

       
 

ITEM 1A.

Risk Factors

6

       
 

ITEM 1B.

Unresolved Staff Comments

11

       
 

ITEM 2.

Properties

12

       
 

ITEM 3.

Legal Proceedings

12

       
 

ITEM 4.

Mine Safety Disclosures

12

       
PART II    
       
 

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

13

       
 

ITEM 6.

Selected Financial Data

15

       
 

ITEM 7.

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

16

       
 

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

39

       
 

ITEM 8.

Consolidated Financial Statements

F-1

       
 

ITEM 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

41

       
 

ITEM 9A.

Controls and Procedures

41

       
 

ITEM 9B.

Other Information

43

       
PART III      
       
 

ITEM 10.

Directors, Executive Officers and Corporate Governance

43

       
 

ITEM 11.

Executive Compensation

43

       
 

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

43

       
 

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

43

       
 

ITEM 14.

Principal Accountant Fees and Services

43

       
PART IV      
       
 

ITEM 15.

Exhibits and Financial Statement Schedules

44

       
 

ITEM 16.

Form 10-K Summary

48

       

SIGNATURES

49

 

 
(i) 

Table Of Contents
 

 

M.D.C. HOLDINGS, INC.

 

FORM 10-K

 

PART I

 

 

Forward-Looking Statements

 

Certain statements in this Annual Report on Form 10-K, as well as statements made by us in periodic press releases, oral statements made by our officials in the course of presentations about the Company and conference calls in connection with quarterly earnings releases, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our business, financial condition, results of operation, cash flows, strategies and prospects. These forward-looking statements may be identified by terminology such as “likely,” “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained in this Report are reasonable, we cannot guarantee future results. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in subsequent reports on Forms 10-K, 10-Q and 8-K should be considered.

 

Item 1. Business.

 

(a) General Development of Business

 

M.D.C. Holdings, Inc. is a Delaware corporation. We refer to M.D.C. Holdings, Inc. as the “Company,” “MDC,” “we” or “our” in this Annual Report on Form 10-K, and these designations include our subsidiaries unless we state otherwise. We have two primary operations, homebuilding and financial services. Our homebuilding operations consist of wholly owned subsidiary companies that generally purchase finished lots or develop lots to the extent necessary for the construction and sale primarily of single-family detached homes to first-time and first-time move-up homebuyers under the name “Richmond American Homes.” Our homebuilding operations are comprised of various homebuilding divisions that we consider to be our operating segments. For financial reporting, we have aggregated our homebuilding operating segments into reportable segments as follows: (1) West (includes operating segments located in Arizona, California, Nevada and Washington); (2) Mountain (includes operating segments located in Colorado and Utah); and (3) East (includes operating segments located in Virginia, Florida and Maryland, which includes Pennsylvania, and New Jersey).

 

Our financial services operations primarily consist of (1) HomeAmerican Mortgage Corporation (“HomeAmerican”), which originates mortgage loans primarily for our homebuyers, (2) Allegiant Insurance Company, Inc., A Risk Retention Group (“Allegiant”), which provides insurance coverage primarily to our homebuilding subsidiaries and most of our subcontractors for homes sold by our homebuilding subsidiaries and for work performed in completed subdivisions, (3) StarAmerican Insurance Ltd., which is a re-insurer on Allegiant claims, (4) American Home Insurance Agency, Inc., which offers third-party insurance products to our homebuyers, and (5) American Home Title and Escrow Company, which provides title agency services to our homebuilding subsidiaries and our customers in certain states. For financial reporting, we have aggregated our financial services operating segments into reportable segments as follows: (1) mortgage operations (represents HomeAmerican only) and (2) other (all remaining operating segments).

 

(b) Available Information

 

We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, available free of charge on our website as soon as reasonably practicable after we file or furnish the materials electronically with the Securities and Exchange Commission (“SEC”). To obtain any of this information, go to our website, www.mdcholdings.com, and select “SEC Filings” from the “Financial Reports” menu. Our website includes our: (1) Corporate Governance Guidelines; (2) Corporate Code of Conduct; (3) Rules for Senior Financial Officers; (4) Audit Committee Procedures for Handling Confidential Complaints; and (5) charters for the Audit, Compensation, Legal and Corporate Governance/Nominating Committees. These materials may also be obtained, free of charge, at www.mdcholdings.com (select “Corporate Governance”).

 

 

(c) Financial Information About Industry Segments

 

Note 3 to the Consolidated Financial Statements contains information regarding our reportable segments for each of the years ended December 31, 2016, 2015 and 2014.

 

(d) Narrative Description of Business

 

Our business consists of two primary operations, homebuilding and financial services. Our homebuilding subsidiaries build and sell primarily single-family detached homes that are designed and built to meet local customer preferences. Each homebuilding subsidiary is the general contractor for its projects and retains subcontractors for land development and home construction. Our homebuilding subsidiaries build a variety of home styles in each of their markets, targeting primarily first-time and first-time move-up homebuyers.

 

For 2016, the percentage of our home deliveries and home sale and land sale revenues by state were as follows:

 

   

Percentage

   

Percentage

 
   

of

   

of Home Sale

 
   

Deliveries

   

Revenues

 

Arizona

    16 %     10 %

California

    16 %     22 %

Nevada

    13 %     10 %

Washington

    7 %     7 %

West

    52 %     49 %

Colorado

    27 %     30 %

Utah

    4 %     4 %

Mountain

    31 %     34 %

Maryland

    5 %     5 %

Virginia

    5 %     6 %

Florida

    7 %     6 %

East

    17 %     17 %

Total

    100 %     100 %

 

Our financial services operations include subsidiary companies that provide mortgage financing, place title insurance and homeowner insurance for our homebuyers, and provide general liability insurance for our subsidiaries and most of our subcontractors.

 

Homebuilding Operations

 

Operating Divisions. The primary functions of our homebuilding segments include land acquisition and development, home construction, sales and marketing, and customer service. Operating decisions are made by our local management teams under the oversight of our Chief Operating Decision Maker (“CODM”), or decision-making group, defined as two key executives - our Chief Executive Officer and Chief Operating Officer. Our organizational structure (i.e., the grouping and reporting of divisions) changes based upon the current needs of the Company. We had 13, 13 and 10 active homebuilding operating divisions at the end of each year ended December 31, 2016, 2015 and 2014, respectively.

 

Corporate Management. Our homebuilding business is managed primarily through members of senior management in our Corporate segment and our Asset Management Committees (“AMCs”). Each AMC is comprised of the Chief Operating Officer, Chief Financial Officer and one of our corporate officers.  All real estate acquisition transactions are reviewed to confirm that the transaction is projected to achieve the objectives established by our decision-making group and must be approved by one of the AMCs. Generally, the role of our senior management team and/or AMC includes:

 

 

review and approval of division business plans and budgets;

 

oversight of land and home inventory levels;

 

review of major personnel decisions; and

 

review of capital allocation decisions.

 

 

Additionally, our corporate executives and corporate departments generally are responsible for establishing and monitoring compliance with our policies and procedures. Among other things, the corporate office has primary responsibility for:

 

 

asset management and capital allocation;

 

treasury;

 

insurance and risk management;

 

merchandising and marketing;

 

national purchasing contracts;

 

accounting, tax and internal audit functions;

 

legal matters;

 

human resources and payroll;

 

information technology; and

 

training and development.

 

Housing.  Generally, our homebuilding subsidiaries build single-family detached homes in a number of standardized series, designed to provide variety in the size and style of homes for our potential homebuyers. In certain markets, our homebuilding subsidiaries build and sell attached townhomes. Within each series of our single-family detached homes, our homebuilding subsidiaries build several different floor plans offering standard and optional features (such as upgraded appliances, cabinetry, flooring, etc.). Differences in sales prices of similar models from market-to-market depend primarily upon homebuyer demand, home prices offered by our competitors, market conditions (such as home inventory supply levels), location, cost of land, optional features and design specifications. The series of homes offered at a particular location is based on perceived customer preferences, lot size, area demographics and, in certain cases, the requirements of major land sellers and local municipalities. In general, our homebuilding subsidiaries focus on selling “to be built homes”, also referred to as “dirt sales”, and limit the level of homes started without a contract.

 

Land Acquisition and Development.  Our homebuilding subsidiaries acquire lots with the intention of constructing and selling homes on the acquired land. Generally, we prefer to purchase finished lots using option contracts, in phases or in bulk for cash. However, competition for finished lots has increased and therefore, approximately one-half of the lots we now purchase require some level of development. In making land purchases, we consider a number of factors, including projected rates of return, estimated gross margins from home sales, sales prices of the homes to be built, mortgage loan limits within the respective county, population and employment growth patterns, proximity to developed areas, estimated cost and complexity of development including environmental and geological factors, quality of schools, estimated levels of competition and demographic trends.  

 

In their option contracts, our homebuilding subsidiaries generally obtain the right to purchase lots in consideration for an option deposit in the form of cash or letters of credit. In the event they elect not to purchase the lots within a specified period of time, they may be required to forfeit the option deposit. Our option contracts do not contain provisions requiring our specific performance.

 

Our homebuilding subsidiaries may own or have the right under option contracts to acquire undeveloped parcels of real estate that they intend to develop into finished lots. They generally develop our land in phases in order to limit our risk in a particular subdivision and to efficiently employ available capital resources. Generally, building permits and utilities are available and zoning is suitable for the current intended use of substantially all of our undeveloped land. When developed, these lots generally will be used in our homebuilding activities. See “Forward-Looking Statements” above.

 

Labor and Raw Materials.  Materials used in our homebuilding operations are mainly standard items carried by major suppliers. We generally contract for our materials and labor at a fixed price for the anticipated construction period of our homes. This allows us to mitigate the risks associated with increases in the cost of building materials and labor between the time construction begins on a home and the time it is closed. Increases in the cost of building materials and subcontracted labor may reduce gross margins from home sales to the extent that market conditions prevent the recovery of increased costs through higher home sales prices. From time to time and to varying degrees, we may experience shortages in the availability of building materials and/or labor in each of our markets. These shortages and delays may result in delays in the delivery of homes under construction, reduced gross margins from home sales, or both. See “Forward-Looking Statements” above.

 

Warranty.  Our homebuilding subsidiaries sell their homes with limited third-party warranties that generally provide for ten years of structural coverage, two years of coverage for plumbing, electrical, heating, ventilation and air conditioning systems, and one year of coverage for workmanship and materials. Under our agreement with the issuer of the third-party warranties, our homebuilding subsidiaries perform all of the work for the first two years of the warranty coverage and pay for substantially all of the work required to be performed during years three through ten of the warranties.

 

  

Seasonal Nature of Business.  The homebuilding industry can experience noticeable seasonality and quarter-to-quarter variability in homebuilding activity levels. The seasonal nature of our business is described in more detail in our description of Risk Factors under the heading “Because of the seasonal nature of our business, our quarterly operating results can fluctuate.”

 

Backlog.  At December 31, 2016 and 2015, homes under contract but not yet delivered (“backlog”) totaled 2,884 and 2,332, respectively, with an estimated sales value of $1.38 billion and $1.05 billion, respectively. We anticipate that homes in backlog at December 31, 2016 generally will close during 2017 under their existing home order contracts or through the replacement of an existing contract with a new home order contract. The estimated backlog sales value at December 31, 2016 may be impacted by, among other things, subsequent home order cancellations, incentives provided, and/or options and upgrades selected. See “Forward-Looking Statements” above.

 

Customer Service and Quality Control. Our homebuilding divisions are responsible for pre-closing quality control inspections and responding to customers’ post-closing needs. We have a product service and quality control program, focused on improving and/or maintaining the quality of our customers’ complete home buying and homeownership experience.

 

Sales and Marketing. Our sales and marketing programs are designed to attract homebuyers in a cost effective manner. We have a centralized in-house advertising and marketing department that oversees our efforts to communicate the inherent value of our homes to our prospective homebuyers and distinguish our Richmond American Homes brand from our competitors or other home buying opportunities. The main objective of this team is to generate homebuyer leads, which are actively pursued by our community sales associates. Our centralized in-house merchandising team furnishes our model homes and sales offices.

 

Another important part of our marketing presentation takes place in our design centers (also known as Home Galleries). Here, homebuyers are able to personalize their homes with a variety of options and upgrades. These locations also serve as an information center for prospective homebuyers and real estate agents who may opt to receive personalized attention from one of our new home specialists, resulting in a more focused and efficient home search across all of our Richmond American communities in a given market place. We believe that the services provided by our Home Galleries represent a key competitive advantage in attracting and retaining prospective homebuyers.

 

Competition. The homebuilding industry is fragmented and highly competitive. The competitive nature of our business is described in more detail in our description of Risk Factors.

 

Regulation. Our homebuilding operations are subject to compliance with applicable laws and regulations, which are described in more detail in our description of Risk Factors.

 

Financial Services Operations

 

Mortgage Lending Operations

 

General. HomeAmerican is a full-service mortgage lender and the principal originator of mortgage loans for our homebuyers. HomeAmerican has a centralized loan processing center where it originates mortgage loans, primarily for our homebuyers.

 

HomeAmerican is authorized to originate Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) (together “the government-sponsored enterprises”), Federal Housing Administration-insured (“FHA”), and Veterans Administration-guaranteed (“VA”) mortgages and is an authorized issuer of Government National Mortgage Association (“Ginnie Mae”) mortgage-backed securities. Furthermore, HomeAmerican also is an authorized loan servicer for Fannie Mae, Freddie Mac and Ginnie Mae and, as such, is subject to the rules and regulations of these entities.

 

HomeAmerican uses a mortgage repurchase facility, internally generated funds, and temporary financing provided by its parent, to finance the origination of mortgage loans until they are sold. HomeAmerican sells originated mortgage loans to third-party purchasers on either a bulk or flow basis. Mortgage loans sold on a bulk basis include the sale of a package of substantially similar originated mortgage loans, while sales of mortgage loans on a flow basis are completed as HomeAmerican originates each loan. Mortgage loans sold to third-party purchasers include HomeAmerican’s representations and warranties with respect to certain borrower payment defaults, credit quality issues and/or misrepresentations made by HomeAmerican or our homebuyers. Substantially all of the mortgage loans originated by HomeAmerican are sold to third-party purchasers generally within 15 to 40 days of origination.

 

Pipeline. HomeAmerican’s mortgage loans in process for which a rate and price commitment had been made to a borrower that had not closed (the “locked pipeline”) at December 31, 2016 and 2015 had an aggregate principal balance of approximately $110.9 million and $98.4 million, respectively, and were under interest rate lock commitments at an average interest rate of 4.11% and 3.82%, respectively.

 

  

Forward Sales Commitments.  HomeAmerican is exposed to market risks related to fluctuations in interest rates. HomeAmerican creates certain derivative instruments in the normal course of business, which primarily include commitments to originate mortgage loans (interest rate lock commitments or locked pipeline). HomeAmerican uses forward sales of mortgage-backed securities and commitments from third-parties to purchase loans to hedge the interest rate risk inherent with the locked pipeline, as well as its loan inventory held for sale. The market related risks in our business are described in more detail in our description of Risk Factors.

 

Competition. HomeAmerican has significant competition with other mortgage bankers to arrange financing for our homebuyers. However, in selling its originated mortgages to third parties, HomeAmerican has benefited from an increased number of smaller non-bank entities entering the third-party purchaser space, resulting in better prices and a potentially wider array of product options. The competitive nature of our mortgage business is described in more detail in our description of Risk Factors.

 

Regulation. Our mortgage lending operations are subject to compliance with applicable laws and regulations, which are described in more detail in our description of Risk Factors.

 

Insurance Operations 

 

General. Allegiant and StarAmerican were formed to provide insurance coverage of homebuilding risks for our homebuilding subsidiaries and most of our homebuilding subcontractors. Allegiant was organized as a risk retention group under the Federal Liability Risk Retention Act of 1981. Allegiant, which began operations in June of 2004, is licensed as a Class 3 Stock Insurance Company by the Division of Insurance of the State of Hawaii and is subject primarily to the regulations of its state of incorporation. StarAmerican is a single parent captive insurance company licensed by the Division of Insurance of the State of Hawaii. Pursuant to agreements executed on an annual basis since June of 2004, StarAmerican has re-insured Allegiant for all claims in excess of $50,000 per occurrence up to $3.0 million per occurrence, subject to various aggregate limits.

 

Allegiant generates premium revenue generally by providing to its customers, comprised of the Company’s homebuilding subsidiaries and most subcontractors of the Company’s homebuilding subsidiaries, general liability insurance on homes sold by our homebuilding subsidiaries and for work performed in completed subdivisions. Allegiant seeks to provide to its customers coverage and insurance rates that are competitive with other insurers. StarAmerican generates premium revenue by providing re-insurance coverage to Allegiant. Allegiant and StarAmerican incur expenses for actual losses and loss adjustment expenses and for reserves established based on actuarial studies including known facts, such as our experience with similar insurance cases and historical trends involving insurance claim payment patterns, pending levels of unpaid insurance claims, claim severity, claim frequency patterns and interpretations of circumstances including changing regulatory and legal environments.

 

Regulation. Allegiant and StarAmerican are licensed in the State of Hawaii and, therefore, are subject to regulation by the Hawaii Insurance Division. This regulation includes restrictions and oversight regarding: types of insurance provided; investment options; required capital and surplus; financial and information reporting; use of auditors, actuaries and other service providers; periodic examinations; and other operational items. Additionally, as a risk retention group, Allegiant is also registered in other states where certain MDC homebuilding subsidiaries do business.

 

Insurance Agency Operations

 

American Home Insurance is an insurance agency that sells primarily homeowners’ personal property and casualty insurance products in the same markets as our homebuilding subsidiaries and primarily to our homebuyers.

 

Title Operations

 

American Home Title provides title agency services to the Company and its homebuyers in Colorado, Florida, Maryland, Nevada and Virginia.

 

 

Employees.

 

The table below summarizes the approximate number of employees for our combined Homebuilding, combined Financial Services and Corporate segments at December 31, 2016 and 2015.

 

   

December 31,

 
   

2016

   

2015

 

Homebuilding

    963       906  

Financial Services

    135       110  

Corporate

    220       209  

Total

    1,318       1,225  

 

Item 1A. Risk Factors.

 

Changes in general economic, real estate and other business conditions may have an adverse effect on the homebuilding and mortgage industries, which could have a negative impact on our business.

 

The homebuilding industry is cyclical and is significantly affected by changes in both industry conditions and general economic conditions such as:

 

 

employment levels;

 

 

availability of financing for homebuyers;

 

 

interest rates;

 

 

consumer confidence;

 

 

levels of new and existing homes for sale;

 

 

cost of land, labor and construction materials;

 

 

demographic trends; and

 

 

housing demand.

 

These conditions may exist on a national level or may affect some of the regions or markets in which we operate more than others. When adverse conditions affect any of our larger markets, they could have a proportionately greater impact on us than on some other homebuilding companies.

 

Changes to monetary policy or other actions by the Federal Reserve could have an adverse effect on interest rates (including mortgage interest rates), equity markets and consumer confidence. Such effects could cause us to experience declines in the market value of our inventory and the demand for our homes, resulting in a negative impact to our financial position, results of operations and cash flows.

 

An oversupply of alternatives to new homes, including foreclosed homes, homes held for sale by investors and speculators, other existing homes, and rental properties, can also reduce our ability to sell new homes, depress new home prices and reduce our margins on the sale of new homes. High levels of foreclosures and short-sales not only contribute to additional inventory available for sale, but also can reduce appraisal valuations for new homes, potentially resulting in lower sales prices.

 

Terrorist attacks, other acts of violence or threats to national security, and any corresponding response by the United States or others, or related domestic or international instability, may adversely affect general economic conditions or cause a slowdown of the economy.

 

As a result of the foregoing matters, potential customers may be less willing or able to buy our homes. In the future, our pricing strategies may continue to be limited by market conditions. We may be unable to change the mix of our home offerings, reduce the costs of the homes we build or offer more affordable homes to maintain our gross margins or satisfactorily address changing market conditions in other ways. In addition, cancellations of home sales contracts in backlog may increase as homebuyers choose to not honor their contracts.

 

 

Additionally, the factors discussed above may increase our counterparty risk, which may include, among others, banks under our credit facilities and mortgage purchasers who may not be willing or able to perform on obligations to us. To the extent a third-party is unable or unwilling to meet its obligations, our financial position, results of operations and cash flows could be negatively impacted.

 

Our mortgage operations are closely related to our homebuilding business, as HomeAmerican originates mortgage loans principally to purchasers of the homes we build. Therefore, a decrease in the demand for our homes because of the preceding matters may also adversely affect the financial results of this segment of our business. Furthermore, any adverse changes in the economic conditions discussed previously could increase the default rate on the mortgages we originate, which may adversely affect our ability to sell the mortgages, the pricing we receive upon the sale of mortgages, or our potential exposure to recourse regarding mortgage loan sales.

 

These challenging conditions are complex and interrelated. We cannot predict their occurrence or severity, nor can we provide assurance that our responses would be successful.

 

Increased competition levels in the homebuilding and mortgage lending industries could have a negative impact on our homebuilding and mortgage operations.

 

The homebuilding industry is fragmented and highly competitive. Our homebuilding subsidiaries compete with numerous public and private homebuilders, including a number that are substantially larger than us and may have greater financial resources than we do. Our homebuilding subsidiaries also compete with subdivision developers and land development companies, some of which are themselves homebuilders or affiliates of homebuilders. Homebuilders compete for customers, land, building materials, subcontractor labor and desirable financing. Competition for home orders is based primarily on home sales price, location of property, home style, financing available to prospective homebuyers, quality of homes built, customer service and general reputation in the community, and may vary market-by-market and/or submarket-by-submarket. Additionally, competition within the homebuilding industry can be impacted by an excess supply of new and existing homes available for sale resulting from a number of factors, including, among other things, increases in the number of new home communities, increases in speculative homes available for sale and increases in home foreclosures. Increased competition can result in a decrease in our net new home orders, a decrease in our home sales prices and/or an increase in our home sales incentives in an effort to generate new home sales and maintain homes in backlog until they close. These competitive pressures may negatively impact our financial position, results of operations and cash flows.

 

Our mortgage lending subsidiary, HomeAmerican, experiences competition from numerous banks and other mortgage bankers and brokers, many of which are larger and may have greater financial resources. As a result, these competitors may be able to offer better pricing and/or mortgage loan terms, more relaxed underwriting criteria and a greater range of products, which could negatively impact the financial position, results of operations and cash flows of our mortgage operations.

 

If land is not available at reasonable prices or terms, we could be required to scale back our operations in a given market and/or we may operate at lower levels of profitability.

 

Our operations depend on our homebuilding subsidiaries’ ability to obtain land for the development of our residential communities at reasonable prices and with terms that meet our underwriting criteria. Our ability to obtain land for new residential communities may be adversely affected by changes in the general availability of land, the willingness of land sellers to sell land at reasonable prices, competition for available land, availability of financing to acquire land, zoning, regulations that limit housing density, and other market conditions. If the supply of land, and especially finished lots, appropriate for development of residential communities is limited because of these factors, or for any other reason, the number of homes that our homebuilding subsidiaries build and sell may decline. To the extent that we are unable to purchase land timely or enter into new contracts for the purchase of land at reasonable prices, due to the lag time between the time we acquire land and the time we begin selling homes, we may be required to scale back our operations in a given market and/or we may operate at lower levels of profitability. As a result, our financial position, results of operations and cash flows could be negatively impacted.

 

Supply shortages and other risks related to the demand for skilled labor and building materials could increase costs and delay deliveries.

 

The residential construction industry experiences price fluctuations and shortages in labor and materials from time to time. Shortages in labor can be due to: work stoppages, labor disputes, shortages in qualified trades people, lack of availability of adequate utility infrastructure and services, or our need to rely on local subcontractors who may not be adequately capitalized or insured. Labor and material shortages can be more severe during periods of strong demand for housing or during periods in which the markets where we operate experience natural disasters that have a significant impact on existing residential and commercial structures. Additionally, we could experience labor shortages as a result of subcontractors going out of business or leaving the residential construction market due to low levels of housing production and volumes. Pricing for labor and materials can be affected by the factors discussed above, changes in energy prices, and various other national, regional and local economic factors. Any of these circumstances could give rise to delays in the start or completion of our residential communities, increase the cost of developing one or more of our residential communities and/or increase the construction cost of our homes.

 

 

We generally are unable to pass on increases in construction costs to customers who have already entered into sales contracts, as those sales contracts fix the price of the homes at the time the contracts are signed, which may be in advance of the construction of the home. To the extent that market conditions prevent the recovery of increased costs, including, among other things, subcontracted labor, finished lots, building materials, and other resources, through higher selling prices, our financial position, cash flows and operating results, including our gross margin from home sales, could be negatively impacted.

 

If mortgage interest rates rise, if down payment requirements are increased, if loan limits are decreased, or if mortgage financing otherwise becomes less available, it could adversely affect our business.

 

Mortgage liquidity influenced by governmental entities like the FHA, VA, USDA and Ginnie Mae or government-sponsored enterprises (“GSEs”) like Fannie Mae and Freddie Mac continue to be an important factor in marketing our homes. Financial losses or other factors may limit, restrict or otherwise curtail their ability or willingness to insure mortgage loans, offer insurance at rates and on terms that are not prohibitive, or purchase mortgage loans. Should this occur, it may negatively impact the availability of mortgage financing and our sales of new homes.

 

We believe that the liquidity provided by Fannie Mae, Freddie Mac and Ginnie Mae to the mortgage industry has been very important to the housing market. The future of Fannie Mae and Freddie Mac are in question and any reduction in the availability of the liquidity provided by these institutions could adversely affect interest rates, mortgage availability and our sales of new homes and mortgage loans.

 

Loans sold to or insured by the GSEs are subject to various loan limits. Decreases in these loan limits may require homebuyers to make larger down payments or obtain more restrictive non-conforming or “jumbo” mortgages, which could adversely impact on our financial position, results of operations and cash flows.

 

Even if potential customers do not need financing, changes in the availability of mortgage products may make it harder for them to sell their current homes to potential buyers who need financing.

 

If interest rates increase, the costs of owning a home may be affected and could result in further reductions in the demand for our homes.

 

Expirations, amendments or changes to tax laws, incentives or credits currently available to our customers may negatively impact our business.

 

Many homeowners receive substantial tax benefits in the form of tax deductions against their personal taxable income for mortgage interest and property tax payments and the loss or reduction of these deductions could affect homeowners’ net cost of owning a home. Significant changes to existing tax laws that currently benefit homebuyers, such as the ability to deduct mortgage interest and real property taxes, may result in an increase in the total cost of home ownership and may make the purchase of a home less attractive to buyers. This could adversely impact demand for and/or sales prices of new homes, which would have a negative impact on our business.

 

A decline in the market value of our homes or carrying value of our land would have a negative impact on our business.

 

Our homebuilding subsidiaries acquire land for the replacement of land inventory and/or expansion within our current markets and may, from time to time, purchase land for expansion into new markets. The fair value of our land and land under development inventory and housing completed or under construction inventory depends on market conditions. Factors that can impact our determination of the fair value of our inventory primarily include home sales prices, levels of home sales incentives and home construction and land costs. Our home sales prices and/or levels of home sales incentives can be impacted by, among other things, uncertainty in the homebuilding and mortgage industries or the United States/global economy overall, decreased demand for new homes, decreased home prices offered by our competitors, home foreclosure and short-sale levels, decreased ability of our homebuyers to obtain suitable mortgage loan financing and high levels of home order cancellations. Under such circumstances, we may be required to record impairments of our inventory. Any such inventory impairments would have a negative impact on our financial position and results of operations.

 

 

Natural disasters could cause an increase in home construction costs, as well as delays, and could negatively impact our business.

 

The climates and geology of many of the markets in which we operate present increased risks of natural disasters. To the extent that hurricanes, severe storms, earthquakes, droughts, floods, heavy or prolonged precipitation, wildfires or other natural disasters or similar events occur, the financial position, results of operations and cash flows of our business may be negatively impacted.

 

Changes in energy prices may have an adverse effect on the economies in certain markets we operate in and our cost of building homes.

 

The economies of some of the markets in which we operate are impacted by the health of the energy industry. To the extent that energy prices significantly change, the economies of certain of our markets may be negatively impacted, which may adversely impact the financial position, results of operations and cash flows of our business. Furthermore, pricing offered by our suppliers and subcontractors can be adversely affected by increases in various energy costs resulting in a negative impact to our financial position, results of operations and cash flows of our business.

 

We have financial needs that we meet through the capital markets, including the debt and secondary mortgage markets, and disruptions in these markets could have an adverse impact on the results of our business.

 

We have financial needs that we meet through the capital markets, including the debt and secondary mortgage markets. Our requirements for additional capital, whether to finance operations or to service or refinance our existing indebtedness, fluctuate as market conditions and our financial performance and operations change. We cannot provide assurance that we will maintain cash reserves and generate sufficient cash flow from operations in an amount to enable us to service our debt or to fund other liquidity needs.

 

The availability of additional capital, whether from private capital sources or the public capital markets, fluctuates as our financial condition and market conditions in general change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. Additionally, any reduction in our credit rankings and/or a weakening of our financial condition, could adversely affect our ability to obtain necessary funds. Even if financing is available, it could be costly or have other adverse consequences.

 

In addition, the sources and terms and conditions of our mortgage repurchase facility are subject to change. These changes may impact, among other things, availability of capital, cost of borrowings, collateral requirements and collateral advance rates.

 

Our business is subject to numerous federal, state and local laws and regulations concerning land development, construction of homes, sales, mortgage lending, environmental and other aspects of our business. These laws and regulations could give rise to additional liabilities or expenditures, or restrictions on our business.

 

Our operations are subject to continuing compliance requirements mandated by applicable federal, state and local statutes, ordinances, rules and regulations, including zoning and land use ordinances, building, plumbing and electrical codes, contractors’ licensing laws, state insurance laws, federal and state human resources laws and regulations, and health and safety laws and regulations. Various localities in which we operate have imposed (or may impose in the future) fees on developers to fund schools, road improvements and low and moderate-income housing.

 

Availability of and costs related to permit, water/sewer tap, and impact fees can impact our homebuilding operations. From time to time, various municipalities in which our homebuilding subsidiaries operate restrict or place moratoria on the availability of utilities, including water and sewer taps. Additionally, certain jurisdictions in which our homebuilding subsidiaries operate have proposed or enacted “slow growth” or “no growth” initiatives and other measures that may restrict the number of building permits available in any given year. These initiatives or other similar measures could reduce our ability to open new subdivisions and build and sell homes in the affected markets. The availability issues previously discussed and any increases in costs of these fees may negatively impact our financial position, results of operations and cash flows.

 

Our homebuilding operations also are affected by environmental laws and regulations pertaining to availability of water, municipal sewage treatment capacity, stormwater discharges, land use, hazardous waste disposal, dust controls, building materials, population density and preservation of endangered species, natural terrain and vegetation.

 

The particular environmental laws and regulations that apply to any given homebuilding project vary greatly according to a particular site’s location, the site’s environmental conditions and the present and former uses. These environmental laws may result in project delays, cause us to incur substantial compliance and other costs and/or prohibit or severely restrict homebuilding activity in certain environmentally sensitive locations. Environmental laws and regulations may also have a negative impact on the availability and price of certain raw materials, such as lumber.

 

 

We also are subject to rules and regulations with respect to originating, processing, selling and servicing mortgage loans, which, among other things: prohibit discrimination and establish underwriting guidelines; provide for audits and inspections; require appraisals and/or credit reports on prospective borrowers and disclosure of certain information concerning credit and settlement costs; establish maximum loan amounts; prohibit predatory lending practices; and regulate the referral of business to affiliated entities.

 

The regulatory environment for mortgage lending is complex and ever changing and has led to an increase in the number of audits and investigations in the industry. These investigations have included the examination of consumer lending practices, sales of mortgages to financial institutions and other investors and the practices in the financial services segments of homebuilding companies. New rules and regulations or revised interpretations of existing rules and regulations applicable to our mortgage lending operations could result in more stringent compliance standards, which may substantially increase costs of compliance.

 

In the ordinary course of business, we are required to obtain surety bonds, the unavailability of which could adversely affect our business.

 

As is customary in the homebuilding industry, we often are required to provide surety bonds to secure our performance under construction contracts, development agreements and other arrangements. Our ability to obtain surety bonds primarily depends upon our credit rating, capitalization, working capital, past performance, management expertise and certain external factors, including the overall capacity of the surety market and the underwriting practices of surety bond issuers. The ability to obtain surety bonds also can be impacted by the willingness of insurance companies to issue surety bonds. If we are unable to obtain surety bonds when required, our financial position, results of operations and cash flows could be adversely impacted.

 

Decreases in the market value of our investments in marketable securities could have an adverse impact on our business.

 

We have a material amount of investments in marketable securities, the market value of which is subject to changes from period to period. Decreases in the market value of our marketable securities could have an adverse impact on our financial position, results of operations and cash flows.

 

Product liability litigation and warranty claims that arise in the ordinary course of business may be costly.

 

As a homebuilder, we are subject to construction defect and home warranty claims, as well as claims associated with the sale and financing of our homes arising in the ordinary course of business. These types of claims can be costly. The costs of insuring against or directly paying for construction defect and product liability claims can be high and the amount of coverage offered by insurance companies may be limited. If we are not able to obtain adequate insurance against these claims, we may incur additional expenses that would have a negative impact on our results of operations in future reporting periods. Additionally, changes in the facts and circumstances of our pending litigation matters could have a material impact on our financial position, results of operations and cash flows.

 

Repurchase requirements associated with HomeAmerican’s sale of mortgage loans, could negatively impact our business.

 

We are subject to risks associated with mortgage loans, including conventional mortgage loans, FHA and VA mortgage loans, second mortgage loans, high loan-to-value mortgage loans and jumbo mortgage loans (mortgage loans with principal balances that exceed various thresholds in our markets). These risks may include, among other things, compliance with mortgage loan underwriting criteria and the associated homebuyers’ performance, which could require HomeAmerican to repurchase certain of those mortgage loans or provide indemnification. Repurchased mortgage loans and/or the settlement of claims associated with such loans could have a negative impact on HomeAmerican’s financial position, results of operations and cash flows.

 

Because of the seasonal nature of our business, our quarterly operating results can fluctuate.

 

We may experience noticeable seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, the number of homes delivered and the associated home sale revenues increase during the third and fourth quarters, compared with the first and second quarters. We believe that this type of seasonality reflects the historical tendency of homebuyers to purchase new homes in the spring and summer with deliveries scheduled in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions in certain markets.

 

We are dependent on the services of key employees, and the loss of their services could hurt our business.

 

Although we believe that we have made provision for adequately staffing current operations, because of competition for experienced homebuilding industry personnel, retaining our skilled people is an important area of focus. Our future success depends, in part, on our ability to attract, train and retain skilled personnel. If we are unable to retain our key employees or attract, train and retain other skilled personnel in the future, it could have an adverse impact on our financial position, results of operations and cash flows.

 

 

The interests of certain controlling shareholders may be adverse to investors

 

Larry A. Mizel and David D. Mandarich beneficially own, directly or indirectly through their affiliates, in the aggregate, approximately 24% of our common stock. To the extent they and their affiliates vote their shares in the same manner, their combined stock ownership may effectively give them the power to influence the election of members of our board of directors and other matters reserved for our shareholders. Circumstances may occur in which the interest of these shareholders could be in conflict with your interests. In addition, such persons may have an interest in pursuing transactions that, in their judgment, enhance the value of their equity investment in us, even though such transactions may involve risks to you.

 

Information technology failures and data security breaches could harm our business.

 

We use information technology and other computer resources to carry out important operational activities and to maintain our business records. These information technology systems are dependent upon electronic systems and other aspects of the internet infrastructure. A material breach in the security of our information technology systems or other data security controls could result in third parties obtaining customer, employee or company data. Such occurrences could have a material and adverse effect on our financial position, results of operations and cash flows.

 

Item 1B. Unresolved Staff Comments.

 

None

 

 

Item 2.   Properties.

 

Our corporate office is located at 4350 South Monaco Street, Denver, Colorado 80237, where we lease all 144,000 square feet of office space in the building. In some markets, our homebuilding divisions and other MDC subsidiaries lease additional office space. The table below outlines the number of office facilities that are leased and the approximate square footage leased in each market at December 31, 2016. While currently we are satisfied with the suitability and capacity of our office locations, we continue to evaluate them in view of market conditions and the size of our operations.

 

           

Total

 
   

Number

   

Square

 
   

of Leased

   

Footage

 
   

Facilities

   

Leased

 

Arizona

    5       19,000  

California

    2       25,000  

Colorado

    4       153,000  

Florida

    2       20,000  

Maryland

    1       8,000  

Nevada

    2       16,000  

Utah

    1       6,000  

Virginia

    2       10,000  

Washington

    2       15,000  

Total

    21       272,000  

 

Item 3.   Legal Proceedings.

 

Because of the nature of the homebuilding business, we and certain of our subsidiaries and affiliates 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 our 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.

 

Item 4. Mine Safety Disclosures.

 

   Not applicable.

 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

At December 31, 2016, we had 574 shareholders of record. The shares of our common stock are traded on the New York Stock Exchange. The following table sets forth, for the periods indicated, the closing price ranges of our common stock. On November 21, 2016, MDC’s board of directors declared a 5% stock dividend that was distributed on December 20, 2016 to shareholders of record on December 6, 2016. In accordance with Accounting Standards Codification 260, “Earnings per Share”, basic and diluted earnings per share amounts, weighted-average shares outstanding, and dividends declared per share have been restated for all periods presented to reflect the effect of this stock dividend.

 

   

Three Months Ended

 
   

March 31

   

June 30

   

September 30

   

December 31

 

2016

                               

High

  $ 23.87     $ 24.65     $ 26.01     $ 27.55  

Low

    18.62       20.81       23.19       21.48  
                                 

2015

                               

High

  $ 27.14     $ 29.34     $ 29.59     $ 27.38  

Low

    23.26       25.56       24.80       23.43  

 

The table below sets forth the cash dividends declared and paid in 2016, 2015 and 2014.

 

                 

Total

 
 

Date of

 

Date of

 

Dividend

   

Dividends

 
 

Declaration

 

Payment

 

per Share

   

Paid

 
                 

(In thousands)

 
2016                    

First Quarter

01/25/16

 

02/24/16

  $ 0.24     $ 12,252  

Second Quarter

04/18/16

 

05/25/16

    0.24       12,252  

Third Quarter

07/25/16

 

08/24/16

    0.24       12,259  

Fourth Quarter

10/24/16

 

11/23/16

    0.24       12,258  
          $ 0.95     $ 49,021  
                       

2015

                     

First Quarter

01/26/15

 

02/25/15

  $ 0.24     $ 12,213  

Second Quarter

04/27/15

 

05/27/15

    0.24       12,212  

Third Quarter

07/20/15

 

08/19/15

    0.24       12,221  

Fourth Quarter

10/19/15

 

11/18/15

    0.24       12,222  
          $ 0.95     $ 48,868  
                       

2014

                     

First Quarter

01/27/14

 

02/26/14

  $ 0.24     $ 12,207  

Second Quarter

04/28/14

 

05/28/14

    0.24       12,205  

Third Quarter

07/21/14

 

08/20/14

    0.24       12,204  

Fourth Quarter

10/20/14

 

11/19/14

    0.24       12,204  
          $ 0.95     $ 48,820  

 

On January 23, 2017, MDC’s board of directors approved the payment of a cash dividend of $0.25 per share payable February 22, 2017 to shareholders of record on February 8, 2017.

 

There were no shares of MDC common stock repurchased during the years ended December 31, 2016, 2015 or 2014. At December 31, 2016, we were authorized to repurchase up to 4,000,000 shares of our common stock.

 

 

Performance Graph 

 

Set forth below is a graph comparing the yearly change in the cumulative total return of MDC's common stock with the cumulative total return of the Standard & Poor's 500 Stock Index and with that of a peer group of other homebuilders over the five-year period ending on December 31, 2016, weighted as of the beginning of that period.

    

It is assumed in the graph that $100 was invested (1) in our common stock; (2) in the stocks of the companies in the Standard & Poor’s 500 Stock Index; and (3) in the stocks of the peer group companies, just prior to the commencement of the period and that all dividends received within a quarter were reinvested in that quarter. The peer group index is composed of the following companies: Beazer Homes USA, Inc., D.R. Horton, Inc., Hovnanian Enterprises, Inc., KB Home, Lennar Corporation, M/I Homes, Inc., Meritage Homes Corporation, NVR, Inc., Pulte Homes, Inc. and Toll Brothers, Inc.

 

The stock price performance shown on the following graph is not indicative of future price performance. 

 

 

 

Item 6.   Selected Financial Data.

 

The data in these tables and related footnotes should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements. 

 

   

Year Ended December 31,

 
   

2016

   

2015

   

2014

   

2013

   

2012

 
   

(Dollars in thousands, except per share amounts)

 
Income Statement Data                                        

Home sale and land sale revenues

  $ 2,262,853     $ 1,860,226     $ 1,650,631     $ 1,629,175     $ 1,156,142  

Financial services revenues

    63,991       48,810       43,953       51,259       46,881  

Total revenues

  $ 2,326,844     $ 1,909,036     $ 1,694,584     $ 1,680,434     $ 1,203,023  
                                         

Homebuilding pretax income (loss) (2)

  $ 115,378     $ 70,441     $ 75,804     $ 100,323     $ 32,617  

Financial services pretax income

    36,403       30,983       24,671       29,502       28,498  

Total income (loss) before income taxes

  $ 151,781     $ 101,424     $ 100,475     $ 129,825     $ 61,115  
                                         

Net income (loss) (2)(3)

  $ 103,211     $ 65,791     $ 63,143     $ 314,385     $ 62,699  

Basic earnings (loss) per share

  $ 2.01     $ 1.28     $ 1.23     $ 6.13     $ 1.23  

Diluted earnings (loss) per share

  $ 2.00     $ 1.28     $ 1.23     $ 6.08     $ 1.23  

Weighted Average Common Shares Outstanding:

                                       

Basic

    51,286,942       51,202,616       51,046,318       50,862,241       50,043,660  

Diluted

    51,447,147       51,415,580       51,258,444       51,259,840       50,225,863  
                                         

Balance Sheet Data

                                       

Cash and cash equivalents

  $ 282,909     $ 180,988     $ 153,825     $ 199,338     $ 160,095  

Marketable securities

  $ 96,206     $ 103,694     $ 156,140     $ 588,067     $ 551,938  

Total inventories

  $ 1,758,814     $ 1,763,962     $ 1,667,960     $ 1,411,661     $ 1,002,521  

Total assets

  $ 2,528,589     $ 2,415,899     $ 2,351,456     $ 2,589,619     $ 1,942,800  

Senior notes, net (2)

  $ 841,646     $ 840,524     $ 839,468     $ 1,089,790     $ 742,201  

Mortgage repurchase facility

  $ 114,485     $ 88,611     $ 60,822     $ 63,074     $ 76,327  

Stockholders' equity

  $ 1,320,070     $ 1,256,292     $ 1,228,336     $ 1,213,249     $ 880,897  

Stockholders' equity per common share (1)

  $ 25.64     $ 24.47     $ 23.95     $ 23.69     $ 17.23  

Cash dividends declared per share (4)

  $ 0.95     $ 0.95     $ 0.95     $ 0.00     $ 1.90  
                                         

Operational Data

                                       

Homes delivered (units)

    5,054       4,390       4,366       4,710       3,740  

Average selling price

  $ 447     $ 421     $ 377     $ 345     $ 308  

Net new orders (units)

    5,606       5,203       4,623       4,327       4,342  

Homes in backlog at period end (units)

    2,884       2,332       1,519       1,262       1,645  

Estimated backlog sales value at period end

  $ 1,382,000     $ 1,054,000     $ 663,000     $ 506,000     $ 579,000  

Estimated average selling price of homes in backlog

  $ 479     $ 452     $ 437     $ 401     $ 352  

Active subdivisions at period-end

    164       167       159       146       148  
     

 

 

(1)

As a result of the stock dividend distributed during 2016 the stockholders’ equity per common share for the years ended December 31, 2015, 2014, 2013 and 2012 were each adjusted by 5%.

 

 

(2)

During 2014, we redeemed our 5⅜% Senior Notes due December 2014 and our 5⅜% Senior Notes due July 2015. As a result of these transactions, we paid $517.7 million to extinguish $500 million in debt principal and recorded a total of $18.2 million in losses from early extinguishments of debt.

 

 

(3)

Net income for the year ended December 31, 2013 includes the impact of a $187.6 million reversal of the valuation allowance against our deferred tax asset in the 2013 second quarter.

 

 

(4)

Total dividends declared per share for the year ended December 31, 2012 include $0.95 per share representing the accelerated payment of dividends for 2013.

 

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with, and is qualified in its entirety by, the Consolidated Financial Statements and Notes thereto included elsewhere in this Annual Report on Form 10-K. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements. Factors that may cause such a difference include, but are not limited to, those discussed in “Item 1A, Risk Factors Relating to our Business.”

 

   

Year Ended December 31,

 
   

2016

   

2015

   

2014

 
   

(Dollars in thousands, except per share amounts)

 
Homebuilding:                        

Home sale revenues

  $ 2,257,153     $ 1,847,889     $ 1,647,398  

Land sale revenues

    5,700       12,337       3,233  

Total home and land sale revenues

    2,262,853       1,860,226       1,650,631  

Home cost of sales

    (1,884,391 )     (1,539,396 )     (1,365,621 )

Land cost of sales

    (4,866 )     (12,611 )     (2,559 )

Inventory impairments

    (10,173 )     (9,993 )     (1,760 )

Total cost of sales

    (1,899,430 )     (1,562,000 )     (1,369,940 )

Gross margin

    363,423       298,226       280,691  

Gross margin %

    16.1 %     16.0 %     17.0 %

Selling, general and administrative expenses

    (250,540 )     (226,317 )     (203,253 )

Interest and other income

    7,012       6,709       26,310  

Interest expense

    -       -       (685 )

Other expense

    (3,447 )     (4,208 )     (4,813 )

Losses from early extinguishments of debt

    -       -       (18,153 )

Other-than-temporary impairment of marketable securities

    (1,070 )     (3,969 )     (4,293 )

Homebuilding pretax income

    115,378       70,441       75,804  
                         

Financial Services:

                       

Revenues

    63,991       48,810       43,953  

Expenses

    (30,920 )     (21,572 )     (22,334 )

Interest and other income

    3,705       3,745       3,052  

Other-than-temporary impairment of marketable securities

    (373 )     -       -  

Financial services pretax income

    36,403       30,983       24,671  
                         

Income before income taxes

    151,781       101,424       100,475  

Provision for income taxes

    (48,570 )     (35,633 )     (37,332 )

Net income

  $ 103,211     $ 65,791     $ 63,143  
                         

Earnings per share:

                       

Basic

  $ 2.01     $ 1.28     $ 1.23  

Diluted

  $ 2.00     $ 1.28     $ 1.23  
                         

Weighted average common shares outstanding:

                       

Basic

    51,286,942       51,202,616       51,046,318  

Diluted

    51,447,147       51,415,580       51,258,444  
                         

Cash dividends declared per share

  $ 0.95     $ 0.95     $ 0.95  
                         

Cash provided by (used in):

                       

Operating Activities

  $ 115,917     $ 215     $ (163,647 )

Investing Activities

  $ 9,218     $ 47,362     $ 423,080  

Financing Activities

  $ (23,214 )   $ (20,414 )   $ (304,946 )

 

 

EXECUTIVE SUMMARY

 

Overview

 

Industry Conditions

 

The homebuilding industry moved along a stable, gradually climbing path throughout 2016, driven by (1) solid levels of employment, (2) improvements in consumer confidence, wages and household formation, and (3) mortgage rates that remained near record lows for the majority of the year. However, production was hindered somewhat by limited subcontractor availability in certain markets, resulting in slower build times. Additionally, we saw increased demand from first-time buyers during the year, and we responded by introducing more affordable home plans in several markets. 

 

Results for the Twelve Months Ended December 31, 2016

 

For the year ended December 31, 2016, we reported net income of $103.2 million, or $2.00 per diluted share, a 57% increase compared to net income of $65.8 million, or $1.28 per diluted share for the year earlier period. The increase was primarily due to a 22% improvement in home sale revenues, a 110 basis point improvement in our selling, general and administrative (“SG&A”) expenses as a percentage of home sale revenues (“SG&A rate”), and a 310 basis point reduction in our effective tax rate.

 

Home sale revenues were up from $1,847.9 million in 2015 to $2,257.2 million in 2016. This $409.3 million improvement was the result of a $25,700 increase in our average selling price of deliveries to $446,600, mostly due to a mix shift to higher-priced communities and, to a lesser extent, price increases implemented during 2015 and the first half of 2016. Our SG&A rate improved by 110 basis points to 11.1%, driven primarily by an increased ability to leverage our fixed overhead as a result of our increase in home sale revenues and, to a lesser extent, a decline in our stock-based compensation expense. Our effective tax rate declined year-over-year primarily due to the utilization of a domestic manufacturing deduction, whereas we were not eligible to take this deduction in the prior year due to our utilization of remaining federal net operating loss carryforwards to offset taxable income.

 

The dollar value of net new home orders increased by 12% year-over-year, as our number of net new orders and average selling price improved by 8% and 4%, respectively. The increase in the number of net new orders was primarily attributable to an increase in our absorption pace of 6% year-over-year. The improvement in our average selling price of net new orders, which was primarily the result of price increases throughout 2016 in many of our communities, was somewhat offset by a slight shift in mix to lower priced communities in certain of our markets, as we have experienced a trend toward a higher percentage of our net new orders coming from first-time homebuyers in the second half of 2016.

  

Our financial services pretax income was $36.4 million for the year ended December 31, 2016, a $5.4 million, or 17%, increase from $31.0 million for the year ended December 31, 2015. The increase was due to our mortgage operations segment, which had (1) increases in the dollar value of loans locked, originated, and sold and (2) higher gains on loans locked and sold.

 

Outlook

 

The dollar value of the homes in our backlog at December 31, 2016 was up 24% year-over-year to $1.4 billion, which puts us in a position to grow our home sale revenues year-over-year during the first half of 2017. However, our ability to grow revenues will be impacted by construction cycle times, which increased significantly in 2016. The introduction of our new more affordable homes, which are generally smaller and less complex to build, should have a positive impact on the Company’s overall cycle times during 2017, although they will still be a small overall portion of our unit volume. The initial consumer response to our new more affordable homes has been positive, reinforcing our belief that the first-time homebuyer may drive growth in new home sales nationwide in the coming year. However, this optimism is somewhat tempered by an increased risk for a rise in interest rates, which already increased significantly during the final quarter of 2016, and uncertainty surrounding potential changes in government policy following the 2016 Presidential Election. See "Forward-Looking Statements" above.

   

We ended 2016 with overall liquidity of $901.6 million and no senior note maturities until 2020. We believe that our financial position at December 31, 2016 provides us with the ability to grow operations as opportunities arise while still providing adequate protection from the historically volatile and cyclical nature of the housing market and domestic and global economies. See "Forward-Looking Statements" above.

 

  

Homebuilding

 

Pretax Income (Loss)

 

   

Year Ended December 31,

 
           

Change

           

Change

         
   

2016

   

Amount

   

%

   

2015

   

Amount

   

%

   

2014

 
   

(Dollars in thousands)

 

West

  $ 73,594     $ 8,967       14 %   $ 64,627     $ 1,556       2  %   $ 63,071  

Mountain

    73,104       20,397       39 %     52,707       13,364       34  %     39,343  

East

    4,949       10,982       N/M       (6,033 )     (16,763 )     (156 )%     10,730  

Corporate

    (36,269 )     4,591       11 %     (40,860 )     (3,520 )     (9 )%     (37,340 )

Total homebuilding pretax income

  $ 115,378     $ 44,937       64 %   $ 70,441     $ (5,363 )     (7 )%   $ 75,804  

 

N/M – Not meaningful

 

Homebuilding pretax income for 2016 was $115.4 million, an increase of $44.9 million from $70.4 million for the year ended December 31, 2015. The increase was primarily attributable to a 22% increase in home sale revenues, coupled with a 110 basis point improvement in our SG&A rate. The year-over-year increases in pretax income for each of our West, Mountain and East segments were driven primarily by higher home sale revenues of 23%, 24% and 15%, respectively, coupled with improvements in each segment’s SG&A rate. The pretax loss for our Corporate segment was reduced from the prior year primarily as a result of an increase in interest and other income and a decrease in stock-based compensation expense.

 

Homebuilding pretax income for 2015 was $70.4 million, a decrease of $5.4 million from $75.8 million for the year ended December 31, 2014. Our homebuilding pretax income for the year benefited from a 12% improvement in home sale revenues and an $18.2 million reduction in charges related to the early extinguishment of debt. However, our results were negatively impacted by an 80 basis point reduction in our gross margin from homes sales and a $19.6 million decrease in interest and other income. The decrease was due to year-over-year declines in both (1) our average marketable securities balance and (2) gains on sales of marketable securities as the volume of marketable securities sold decreased.

 

Our Mountain segment had a $13.4 million year-over-year improvement in pretax income for 2015, due primarily to a 14% increase in home sale revenues coupled with an improved gross margin from home sales percentage. In our West segment, a $1.6 million increase in pretax income was the result of a 19% increase in home sale revenues that was mostly offset by a decline in gross margin from home sales percentage. The $16.8 million decline in pretax income in our East segment was primarily due to a 6% reduction in home sale revenues, a decline in our gross margin from home sales percentage, driven mostly by a $7.5 million increase in inventory impairments, and an increase in our SG&A rate. The additional $3.5 million of pretax loss in our Corporate segment was primarily due to the $19.6 million decrease in interest and other income discussed above and an increase in stock-based compensation expense related to a non-qualified stock option grant covering one million shares to each of our Chief Executive Officer and Chief Operating Officer, but was mostly offset by the $18.2 million reduction in charges related to the early extinguishment of debt.

 

 

Assets

 

   

December 31,

   

Change

 
   

2016

   

2015

   

Amount

   

%

 
   

(Dollars in thousands)

 

West

  $ 1,035,033     $ 991,393     $ 43,640       4  %

Mountain

    571,139       536,831       34,308       6  %

East

    256,816       324,457       (67,641 )     (21 )%

Corporate

    454,507       393,712       60,795       15  %

Total homebuilding assets

  $ 2,317,495     $ 2,246,393     $ 71,102       3  %

 

Homebuilding assets increased slightly during the year ended December 31, 2016. The decline in homebuilding assets in our East segment is due to reduced land acquisition activity in this segment during 2016, as our returns in this segment have been lower than expected. The assets in our Corporate segment increased due to an aggregate increase in our cash, cash equivalents and investments balances, which were up as a result of our positive operating results, but was partially offset by a decline in our deferred tax asset resulting from using a significant amount of credit carryforwards to offset taxable income.

 

Revenues

 

   

Year Ended December 31,

 
           

Change

           

Change

         
   

2016

   

Amount

   

%

   

2015

   

Amount

   

%

   

2014

 
   

(Dollars in thousands)

 

West

  $ 1,128,513     $ 213,254       23 %   $ 915,259     $ 145,208       19  %   $ 770,051  

Mountain

    756,997       147,995       24 %     609,002       74,758       14  %     534,244  

East

    377,343       41,378       12 %     335,965       (10,371 )     (3 )%     346,336  

Total home and land sale revenues

  $ 2,262,853     $ 402,627       22 %   $ 1,860,226     $ 209,595       13  %   $ 1,650,631  

 

Home and land sale revenues increased $402.6 million for the year ended December 31, 2016, due to a 15% increase in the number of new home deliveries and a 6% increase in the average selling price of new home deliveries. For the year ended December 31, 2015, home and land sale revenues increased $209.6 million, due primarily to a 12% increase in the average selling price of new home deliveries.

 

 

New Home Deliveries:

 

   

Year Ended December 31,

 
   

2016

   

2015

   

% Change

 
   

Homes

   

Dollar
Value

   

Average

Price

   

Homes

   

Dollar
Value

   

Average

Price

   

Homes

   

Dollar
Value

   

Average

Price

 
   

(Dollars in thousands)

 

Arizona

    789     $ 232,511     $ 294.7       753     $ 220,140     $ 292.4       5 %     6 %     1  %

California

    807       495,934       614.5       706       370,603       524.9       14 %     34 %     17  %

Nevada

    683       238,441       349.1       575       215,479       374.7       19 %     11 %     (7 )%

Washington

    345       161,628       468.5       270       109,038       403.8       28 %     48 %     16  %

West

    2,624       1,128,514       430.1       2,304       915,260       397.2       14 %     23 %     8  %

Colorado

    1,369       671,308       490.4       1,192       553,573       464.4       15 %     21 %     6  %

Utah

    219       80,679       368.4       149       52,794       354.3       47 %     53 %     4  %

Mountain

    1,588       751,987       473.5       1,341       606,367       452.2       18 %     24 %     5  %

Maryland

    243       114,079       469.5       215       103,148       479.8       13 %     11 %     (2 )%

Virginia

    262       135,394       516.8       216       105,593       488.9       21 %     28 %     6  %

Florida

    337       127,179       377.4       314       117,521       374.3       7 %     8 %     1  %

East

    842       376,652       447.3       745       326,262       437.9       13 %     15 %     2  %

Total

    5,054     $ 2,257,153     $ 446.6       4,390     $ 1,847,889     $ 420.9       15 %     22 %     6  %

 

   

Year Ended December 31,

 
   

2015

   

2014

   

% Change

 
   

Homes

   

Dollar
Value

   

Average

Price

   

Homes

   

Dollar
Value

   

Average

Price

   

Homes

   

Dollar
Value

   

Average

Price

 
   

(Dollars in thousands)

 

Arizona

    753     $ 220,140     $ 292.4       731     $ 200,994     $ 275.0       3  %     10  %     6  %

California

    706       370,603       524.9       624       296,189       474.7       13  %     25  %     11  %

Nevada

    575       215,479       374.7       564       176,371       312.7       2  %     22  %     20  %

Washington

    270       109,038       403.8       267       96,496       361.4       1  %     13  %     12  %

West

    2,304       915,260       397.2       2,186       770,050       352.3       5  %     19  %     13  %

Colorado

    1,192       553,573       464.4       1,172       478,669       408.4       2  %     16  %     14  %

Utah

    149       52,794       354.3       165       53,136       322.0       (10 )%     (1 )%     10  %

Mountain

    1,341       606,367       452.2       1,337       531,805       397.8       0  %     14  %     14  %

Maryland

    215       103,148       479.8       305       144,695       474.4       (30 )%     (29 )%     1  %

Virginia

    216       105,593       488.9       234       115,001       491.5       (8 )%     (8 )%     (1 )%

Florida

    314       117,521       374.3       304       85,847       282.4       3  %     37  %     33  %

East

    745       326,262       437.9       843       345,543       409.9       (12 )%     (6 )%     7  %

Total

    4,390     $ 1,847,889     $ 420.9       4,366     $ 1,647,398     $ 377.3       1  %     12  %     12  %

 

For the year ended December 31, 2016, the number of homes delivered for all of our markets increased compared to the prior year as our beginning backlog in 2016 was up significantly year-over-year. However, the benefit to deliveries from our higher beginning backlog was somewhat offset by extended cycle times on homes sold throughout the year primarily as a result of issues with subcontractor availability in certain of our larger markets. Our California and Washington markets, which each experienced significant increases in their average selling price, benefited from price increases in most of their communities during 2016 coupled with a shift in the mix of deliveries to higher priced communities.

 

For the year ended December 31, 2015, all of our markets, with the exception of Virginia, experienced year-over-year increases in the average selling price of homes delivered. The markets that experienced the most prominent percentage increases were California, Nevada, Washington, Colorado and Florida. The price increase in all of these markets was primarily driven by a shift in the mix of deliveries to higher priced communities and, to a lesser degree, by price increases implemented in most communities during the first half of the year, especially in California and Colorado. The change in homes closed during the year for the majority of our markets was mostly driven by the year-over-year change in the number of homes in beginning backlog. However, current year deliveries in most of our markets were negatively impacted by our intentional reduction of unsold home inventory, which drove decreases in the number of homes that were both sold and delivered during the year. For our Utah market, a significant year-over-year decline in the number of homes both sold and delivered during the same year, predominantly related to a decrease in available unsold home inventory, drove the 10% decline in closings, despite a 54% increase in beginning backlog.

 

  

Gross Margin

 

Our gross margin from home sales percentage for the year ended December 31, 2016 decreased 10 basis points year-over-year to 16.1%, as $7.5 million in adjustments to increase our warranty accrual were mostly offset by the positive impact from a higher percentage of our deliveries coming from build-to-order sales, which typically have higher gross margins when compared to deliveries of homes that were started without a sales contract.

 

Our gross margin from home sales for the year ended December 31, 2015 decreased 80 basis points year-over-year. The decline was primarily due to an $8.2 million increase in inventory impairments and lower than normal margins in the first quarter of 2015 from deliveries of aged homes that were started without a contract. The lower margins were caused by higher than normal incentives utilized to reduce this aged unsold inventory. To a lesser extent, margins were also adversely impacted by higher land and construction costs and a $2.8 million year-over-year decline in positive warranty adjustments. These items were partially offset by a 70 basis point improvement in our interest in cost of sales as a percentage of home sale revenues, price increases implemented in various communities and a higher percentage of our deliveries coming from dirt sales, which typically have higher gross margins.

 

Inventory Impairments

 

During the year ended December 31, 2016, we recorded $10.2 million of inventory impairments, of which $7.6 million related to five projects in our East segment, $1.4 million related to one project in our West segment and $1.2 million related to one project in our Mountain segment. During the year ended December 31, 2015, we recorded $10.0 million of inventory impairments, of which $1.2 million was related to impairments on our land held for sale in two communities; one in our West segment and one in our Mountain segment. The remaining $8.8 million in impairments related to nine projects with the majority coming from our East segment; four in Maryland totaling $3.3 million and three in Virginia totaling $5.2 million. During the year ended December 31, 2014, we recorded $1.8 million of inventory impairments related to four projects, three of which were in our Maryland division totaling $1.0 million. The communities impaired during the three-year-period were all impaired based on their slow sales absorption rates experienced during the respective years of their impairments, as well as the estimated or actual sales price reductions required to sell the remaining lots and houses. Inventory impairments recognized by segment for the years ended December 31, 2016, 2015 and 2014 are shown in the table below.

 

   

Year Ended December 31,

 
   

2016

   

2015

   

2014

 
   

(Dollars in thousands)

 

Housing Completed or Under Construction:

                       

West

  $ 364     $ -     $ -  

Mountain

    574       250       234  

East

    1,390       1,378       1,000  

Subtotal

    2,328       1,628       1,234  

Land and Land Under Development:

                       

West

    1,036       648       -  

Mountain

    589       569       526  

East

    6,220       7,148       -  

Subtotal

    7,845       8,365       526  

Total Inventories

  $ 10,173     $ 9,993     $ 1,760  

 

 

The table below provides quantitative data, for the periods presented, used in determining the fair value of the impaired inventory, excluding impairments related to land held for sale.

 

   

Impairment Data

   

Quantitative

Data

 

Three Months Ended

 

Total
Subdivisions
Tested

   

Inventory
Impairments

   

Fair Value of
Inventory After Impairments

   

Number of
Subdivisions
Impaired

   

Discount Rate

 
                                           
   

(Dollars in thousands)