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.
ex_111749.htm
 

Table of Contents



 

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, 2018

 

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, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

  

  

Accelerated Filer

  

Non-Accelerated Filer

  

  (Do not check if a smaller reporting company)

  

Smaller Reporting Company

  

Emerging growth company

  

 

       

 

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

As of May 1, 2018, 56,223,613 shares of M.D.C. Holdings, Inc. common stock were outstanding.

 

 

 

 

M.D.C. HOLDINGS, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2018

 

INDEX

 

 

 

 

Page
No.

Part I. Financial Information:

 

 
         

 

Item 1.

Unaudited Consolidated Financial Statements:

 

 
         

 

 

Consolidated Balance Sheets at March 31, 2018 and December 31, 2017

1

 
         

 

 

Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2018 and 2017

2

 
         

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017

3

 
         

 

 

Notes to Unaudited Consolidated Financial Statements

4

 
         

 

Item 2.

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

26

 
         

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

 
         

 

Item 4.

Controls and Procedures

39

 
     

Part II. Other Information:

 

 
         

 

Item 1.

Legal Proceedings

40

 
         

 

Item 1A.

Risk Factors

40

 
         

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41

 
         
  Item 5. Other Information 41  
         

 

Item 6.

Exhibits

42

 
       

 

Signature

42

 

 

 

 

 

PART I

 

ITEM 1. Unaudited Consolidated Financial Statements

 

M.D.C. HOLDINGS, INC.

Consolidated Balance Sheets.

 

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 

 

 

(Dollars in thousands, except

 
   

per share amounts)

 
    (Unaudited)          
ASSETS              

Homebuilding:

 

 

         

Cash and cash equivalents

  $ 352,868     $ 472,957  

Marketable securities

    49,817       49,634  

Restricted cash

    6,198       8,812  

Trade and other receivables

    52,909       53,362  

Inventories:

               

Housing completed or under construction

    1,009,197       936,685  

Land and land under development

    964,660       893,051  

Total inventories

    1,973,857       1,829,736  

Property and equipment, net

    53,368       26,439  

Deferred tax asset, net

    40,484       41,480  

Prepaid and other assets

    38,015       75,666  

Total homebuilding assets

    2,567,516       2,558,086  

Financial Services:

               

Cash and cash equivalents

    48,514       32,471  

Marketable securities

    40,912       42,004  

Mortgage loans held-for-sale, net

    113,158       138,114  

Other assets

    17,062       9,617  

Total financial services assets

    219,646       222,206  

Total Assets

  $ 2,787,162     $ 2,780,292  

LIABILITIES AND EQUITY

               

Homebuilding:

               

Accounts payable

  $ 53,347     $ 39,655  

Accrued liabilities

    155,245       166,312  

Revolving credit facility

    15,000       15,000  

Senior notes, net

    986,932       986,597  

Total homebuilding liabilities

    1,210,524       1,207,564  

Financial Services:

               

Accounts payable and accrued liabilities

    54,019       53,101  

Mortgage repurchase facility

    90,126       112,340  

Total financial services liabilities

    144,145       165,441  

Total Liabilities

    1,354,669       1,373,005  

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; 56,219,643 and 56,123,228 issued and outstanding at March 31, 2018 and December 31, 2017, respectively

    562       561  

Additional paid-in-capital

    1,146,102       1,144,570  

Retained earnings

    285,829       258,164  

Accumulated other comprehensive income

    -       3,992  

Total Stockholders' Equity

    1,432,493       1,407,287  

Total Liabilities and Stockholders' Equity

  $ 2,787,162     $ 2,780,292  

 

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

 

 

 

M.D.C. HOLDINGS, INC.

Consolidated Statements of Operations and Comprehensive Income

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands, except per

 
   

share amounts)

 
   

(Unaudited)

 

Homebuilding:

               

Home sale revenues

  $ 607,688     $ 563,479  

Land sale revenues

    -       247  

Total home and land sale revenues

    607,688       563,726  

Home cost of sales

    (496,632 )     (468,942 )

Land cost of sales

    -       (211 )

Inventory impairments

    (550 )     (4,850 )

Total cost of sales

    (497,182 )     (474,003 )

Gross profit

    110,506       89,723  

Selling, general and administrative expenses

    (71,341 )     (66,298 )

Interest and other income

    1,859       2,327  

Other expense

    (563 )     (351 )

Other-than-temporary impairment of marketable securities

    -       (50 )

Homebuilding pretax income

    40,461       25,351  
                 

Financial Services:

               

Revenues

    19,035       17,979  

Expenses

    (8,831 )     (7,898 )

Interest and other income

    1,020       979  

Other expense

    (1,153 )     -  

Other-than-temporary impairment of marketable securities

    -       (51 )

Financial services pretax income

    10,071       11,009  
                 

Income before income taxes

    50,532       36,360  

Provision for income taxes

    (11,768 )     (14,111 )

Net income

  $ 38,764     $ 22,249  
                 

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

    -       1,986  

Comprehensive income

  $ 38,764     $ 24,235  
                 

Earnings per share:

               

Basic

  $ 0.69     $ 0.40  

Diluted

  $ 0.68     $ 0.40  
                 

Weighted average common shares outstanding:

               

Basic

    55,871,087       55,448,161  

Diluted

    56,895,892       55,717,218  
                 

Dividends declared per share

  $ 0.30     $ 0.23  

 

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

 

 

 

M.D.C. HOLDINGS, INC.

Consolidated Statements of Cash Flows

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 
   

(Unaudited)

 

Operating Activities:

               

Net income

  $ 38,764     $ 22,249  

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

               

Stock-based compensation expense

    1,251       595  

Depreciation and amortization

    4,636       1,328  

Inventory impairments

    550       4,850  

Other-than-temporary impairment of marketable securities

    -       101  

Net gain on sale of available-for-sale marketable securities

    -       (561 )

Net loss on marketable equity securities

    1,153       -  

Amortization of discount / premiums on marketable debt securities, net

    (182 )     -  

Deferred income tax expense

    423       3,220  

Net changes in assets and liabilities:

               

Trade and other receivables

    (3,261 )     7,326  

Mortgage loans held-for-sale

    24,956       41,401  

Housing completed or under construction

    (65,378 )     (20,866 )

Land and land under development

    (71,552 )     29,030  

Prepaid and other assets

    389       (2,407 )

Accounts payable and accrued liabilities

    6,765       8,071  

Net cash provided by (used in) operating activities

    (61,486 )     94,337  
                 

Investing Activities:

               

Purchases of marketable securities

    (8,761 )     (5,361 )

Sales of marketable securities

    8,700       4,983  

Purchases of property and equipment

    (6,316 )     (1,122 )

Net cash used in investing activities

    (6,377 )     (1,500 )
                 

Financing Activities:

               

Payments on mortgage repurchase facility, net

    (22,214 )     (43,943 )

Dividend payments

    (16,865 )     (12,897 )

Proceeds from exercise of stock options

    282       1,607  

Net cash used in financing activities

    (38,797 )     (55,233 )
                 

Net increase (decrease) in cash, cash equivalents and restricted cash

    (106,660 )     37,604  

Cash, cash equivalents and restricted cash:

               

Beginning of period

    514,240       286,687  

End of period

  $ 407,580     $ 324,291  
                 

Reconciliation of cash, cash equivalents and restricted cash:

               

Homebuilding:

               

Cash and cash equivalents

  $ 352,868     $ 296,731  

Restricted cash

    6,198       4,229  

Financial Services:

               

Cash and cash equivalents

    48,514       23,331  

Total cash, cash equivalents and restricted cash

  $ 407,580     $ 324,291  

 

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

 

 

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, 2018 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, 2017.

 

On November 20, 2017, MDC’s board of directors declared an 8% stock dividend that was distributed on December 19, 2017 to shareholders of record on December 5, 2017. In accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share (“ASC 260”), basic and diluted earnings per share amounts, share amounts and dividends declared per share have been restated for any periods or dates prior to the stock dividend record date.

 

Included in these footnotes are certain statements that 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 operations, 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 section 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.

 

When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation.

 

 

2.

Recently Issued Accounting Standards

 

Adoption of New Accounting Standards

 

Accounting Standards Update (“ASU”) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) (“ASU 2018-02”).  ASU 2018-02 allows for a reclassification from accumulated other comprehensive income to retained earnings for certain tax effects resulting from the Tax Cuts and Jobs Act that was signed into law in December of 2017 (the “Act”).  ASU 2018-02 is effective for our interim and annual reporting periods beginning January 1, 2018, and is to be applied either (a) at the beginning of the period of adoption or (b) retrospectively to each period in which the income tax effects of the Act related to items remaining in accumulated other comprehensive income are recognized. On January 1, 2018, we adopted ASU 2018-02 by recognizing an adjustment to the opening balance of retained earnings for certain tax effects related to net unrealized gains on equity investments. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period.  Please see the table below for a summary of all transition adjustments from adoption of new accounting guidance

 

ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). ASU 2016-18 amends ASC 830, Statement of Cash Flows and requires restricted cash to be included with cash and cash equivalents when reconciling the beginning and ending amounts on the statement of cash flows. In certain states, we are restricted from using deposits received from our customers who enter into home sale contracts for general purposes unless we take measures to release state imposed restrictions on such deposits received from homebuyers, which may include posting blanket surety bonds. As a result, cash deposits with such restrictions are classified as restricted cash. On January 1, 2018, we adopted ASU 2016-18 using the retrospective transition method. The comparative information in our statement of cash flows has been restated and the impact from adoption of this guidance was not material to our statement of cash flows.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”). ASU 2016-15 amends ASC 830, Statement of Cash Flows and clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. On January 1, 2018, we adopted ASU 2016-15 using the retrospective transition method.  There were no items in our comparative statement of cash flows that required restatement as a result of the adoption of ASU 2016-15 and the impact from adoption of this guidance was not material to our statement of cash flows.  

 

ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). On January 1, 2018, we adopted ASU 2016-01 using a modified retrospective transition method.  Prior to this amendment, our equity investments with readily determinable fair values were classified as available for sale with changes in fair value being reported through other comprehensive income. Under the amended standard, any changes in fair value of equity investments with readily determinable fair values are now recognized in net income. We adopted the changes from ASU 2016-01 by recognizing an adjustment to beginning retained earnings for our net unrealized gains/losses on equity investments with readily determinable fair values.  The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period. Please see the table below for a summary of all transition adjustments from adoption of new accounting guidance.  The effect of the change for the three months ended March 31, 2018 was a reduction to income before income taxes of approximately $1.4 million.

 

ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). In May 2014, ASU 2014-09 was issued which created ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and is a comprehensive new revenue recognition model. In addition, ASU 2014-09 amended ASC 340, Other Assets and Deferred Costs, by adding ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers (“ASC 340-40”). On January 1, 2018, we adopted ASC 606 and ASC 340-40 using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018.  We recognized the cumulative effect of initially applying ASC 606 and ASC 340-40 as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for the period.  Please see the table below for a summary of all transition adjustments from adoption of the new accounting guidance. As a result of adopting ASC 606 and ASC 340-40, there was not a material impact to our consolidated balance sheets or consolidated statements of operations and comprehensive income. Furthermore, there were no significant changes to our internal controls, processes, or systems as a result of adoption of this new guidance.

               

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2018-02, ASU 2016-01 and ASU 2014-09 was as follows:                    

 

   

Balance at

December 31,

2017

   

Adjustments

due to
ASU 2018-02

   

Adjustments

due to
ASU 2016-01

   

Adjustments

due to
ASU 2014-09

   

Balance at

January 1,

2018

 

Balance Sheet

                                       

 

 

(Dollars in thousands)

 
Assets:                                        

Homebuilding:

                                       

Housing completed or under construction

  $ 936,685     $ -     $ -     $ 7,406     $ 944,091  

Property and equipment, net

    26,439       -       -       25,270       51,709  

Prepaid and other assets

    75,666       -       -       (34,227 )     41,439  

Deferred tax asset, net

    41,480       -       -       (573 )     40,907  
                                         

Financial Services:

                                       

Other assets

    9,617       -       -       3,898       13,515  
                                         

Stockholders' Equity:

                                       

Retained earnings

    258,164       (860 )     4,852       1,774       263,930  

Accumulated other comprehensive income

    3,992       860       (4,852 )     -       -  

 

 

As substantially all of our contracts are completed within a year, we will not disclose the value of unsatisfied performance obligations. At January 1, 2018 and March 31, 2018, receivables from contracts with customers were $32.6 million and $32.8 million, respectively.

 

As a result of our adoption of ASU 2014-09, our significant accounting policies have been updated as follows:

                                                    

Revenue Recognition for Homebuilding Segments. We recognize home sale revenues from home deliveries when we have satisfied the performance obligations within the sales agreement, which is generally when title to and possession of the home are transferred to the buyer at the home closing date. Revenue from a home delivery includes the base sales price and any purchased options and upgrades and is reduced for any sales price incentives.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

We generally do not record the sale of a home or recognize the associated revenue if all of the following criteria are present: (1) HomeAmerican originates the mortgage loan and has not sold the mortgage loan, or loans, as of the end of the pertinent reporting period; and (2) the homebuyer does not meet certain collectability thresholds, based on the type of mortgage loan, related to their credit score, debt to income ratio and loan to value ratio. The deferral is subsequently recognized at the time HomeAmerican sells the respective loan to a third-party purchaser. In the event the gross margin is a loss, we recognize such loss at the time the home is closed.

 

In certain states that we build, we are not always able to complete certain outdoor features (such as landscaping or pools) prior to closing the home.  To the extent these separate deliverables are not complete upon the closing of a home, we will defer home sale revenues related to incomplete outdoor features, and recognize revenue upon completion of the outdoor features.

 

Home Cost of Sales. Home cost of sales includes the specific construction costs of each home and all applicable land acquisition, land development and related costs, warranty costs and finance and closing costs, including closing cost incentives. We use the specific identification method for the purpose of accumulating home construction costs and allocate costs to each lot within a subdivision associated with land acquisition and land development based upon relative fair value of the lots prior to home construction. Lots within a subdivision typically have comparable fair values, and, as such, we generally allocate costs equally to each lot within a subdivision. We record all home cost of sales when a home is closed and performance obligations have been completed on a house-by-house basis.  

 

When a home is closed, we may not have paid for all costs necessary to complete the construction of the home. This includes (1) construction that has been completed on a house but has not yet been billed or (2) work still to be performed on a home (such as limited punch-list items or certain outdoor features). For each of these items, we create an estimate of the total expected costs to be incurred and, with the exclusion of outdoor features, the estimated total costs for those items, less any amounts paid to date, are included in home cost of sales. Actual results could differ from such estimates. For incomplete outdoor features, we will defer the revenue and any cost of sales on this separate stand-alone deliverable until complete.

 

Costs Related to Sales Facilities. Certain marketing costs related to model homes or on-site sales facilities are either recorded as inventory, capitalized as property and equipment, or expensed as incurred. Costs related to interior and exterior upgrades to the home that will be sold as part of the home, such as wall treatments and additional upgraded landscaping, are recorded as inventory costs attributable to homes completed or under construction.  Costs to furnish and ready the model home or on-site sales facility that will not be sold as part of the model home, such as furniture, construction of the sales facility parking lot or construction of the sales center, are capitalized as property and equipment, net.  Other costs incurred related to the marketing of the community and readying the model home for sale are expensed as incurred.

 

Property and Equipment, net. Property and equipment is carried at cost less accumulated depreciation. For property and equipment related to on-site sales facilities, depreciation is recorded using a units of production method as homes are delivered. For all other property and equipment, depreciation is recorded using a straight-line method over the estimated useful lives of the related assets, which range from 2 to 29 years. 

 

Accounting Standards Issued But Not Yet Adopted

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which requires a lessee to recognize a right-of-use asset and a corresponding lease liability for virtually all leases. The liability will be equal to the present value of the remaining lease payments while the right-of-use asset will be based on the liability, subject to adjustment, such as for initial direct costs. In addition, ASU 2016-02 expands the disclosure requirements for lessees. Upon adoption, we will be required to record a lease asset and lease liability related to our operating leases. ASU 2016-02 is effective for our interim and annual reporting periods beginning January 1, 2019 and is to be applied using a modified retrospective transition method. Early adoption is permitted. We do not plan to early adopt the guidance and we are currently evaluating the impact the update will have on our consolidated financial statements and related disclosures.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of expected credit losses for financial assets held. The amendments in ASU 2016-13 eliminate the probable threshold for initial recognition of a credit loss in current GAAP and reflect an entity’s current estimate of all expected credit losses. ASU 2016-13 is effective for our interim and annual reporting periods beginning January 1, 2021, and is to be applied using a modified retrospective transition method. Earlier adoption is permitted. We do not plan to early adopt ASU 2016-13 and with our current holdings of financial instruments that are subject to credit losses, we do not believe adoption of this guidance will be material to our financial statements.

 

 

 

3.

Segment Reporting

 

An operating segment is 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 (“CEO”) and the Chief Operating Officer (“COO”).

 

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, Washington and Oregon)

 

Mountain (Colorado and Utah)

 

East (Virginia, Florida and Maryland)

 

Our financial services business consists of the operations of the following operating segments: (1) HomeAmerican; (2) Allegiant; (3) 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.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

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, treasury, information technology, insurance, 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 operations section of our consolidated statements of operations and comprehensive income.

 

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

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 

 

 

(Dollars in thousands)

 
Homebuilding      

West

  $ 319,509     $ 309,079  

Mountain

    208,632       173,136  

East

    79,547       81,511  

Total homebuilding revenues

  $ 607,688     $ 563,726  
                 

Financial Services

               

Mortgage operations

  $ 12,696     $ 12,183  

Other

    6,339       5,796  

Total financial services revenues

  $ 19,035     $ 17,979  

 

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

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 

 

 

(Dollars in thousands)

 
Homebuilding      

West

  $ 24,373     $ 15,455  

Mountain

    24,185       18,230  

East

    3,375       2,642  

Corporate

    (11,472 )     (10,976 )

Total homebuilding pretax income

  $ 40,461     $ 25,351  
                 

Financial Services

               

Mortgage operations

  $ 7,520     $ 7,566  

Other

    2,551       3,443  

Total financial services pretax income

  $ 10,071     $ 11,009  
                 

Total pretax income

  $ 50,532     $ 36,360  

 

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 our cash and cash equivalents, marketable securities and deferred tax assets. 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,

 
   

2018

   

2017

 

 

 

(Dollars in thousands)

 
Homebuilding assets      

West

  $ 1,187,865     $ 1,084,756  

Mountain

    717,796       674,057  

East

    189,483       201,684  

Corporate

    472,372       597,589  

Total homebuilding assets

  $ 2,567,516     $ 2,558,086  
                 

Financial services assets

               

Mortgage operations

  $ 128,931     $ 152,345  

Other

    90,715       69,861  

Total financial services assets

  $ 219,646     $ 222,206  
                 

Total assets

  $ 2,787,162     $ 2,780,292  

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

4.

Earnings Per Share

 

ASC 260 requires a company that has participating security holders (for example, holders of unvested restricted stock that have non-forfeitable dividend rights) to utilize the two-class method for calculating 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)). Our common shares outstanding are comprised of shareholder owned common stock and shares of unvested restricted stock held by participating security holders. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding, excluding participating shares in accordance with ASC 260. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options outstanding. The table below shows our basic and diluted EPS calculations.

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands, except per share amounts)

 

Numerator

               

Net income

  $ 38,764     $ 22,249  

Less: distributed earnings allocated to participating securities

    (105 )     (68 )

Less: undistributed earnings allocated to participating securities

    (124 )     (43 )

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

    38,535       22,138  

Add back: undistributed earnings allocated to participating securities

    124       43  

Less: undistributed earnings reallocated to participating securities

    (122 )     (43 )

Numerator for diluted earnings per share under two class method

  $ 38,537     $ 22,138  
                 

Denominator

               

Weighted-average common shares outstanding

    55,871,087       55,448,161  

Add: dilutive effect of stock options

    1,024,805       269,057  

Denominator for diluted earnings per share under two class method

    56,895,892       55,717,218  
                 

Basic Earnings Per Common Share

  $ 0.69     $ 0.40  

Diluted Earnings Per Common Share

  $ 0.68     $ 0.40  

 

Diluted EPS for the three months ended March 31, 2018 and 2017 excluded options to purchase approximately 0.1 and 4.2 million shares of common stock, respectively, because the effect of their inclusion would be anti-dilutive. The year-over-year decreases in anti-dilutive shares and the year-over-year increases in dilutive shares were primarily the result of year-over-year increases in the average price of MDC stock.

 

 

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,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Beginning balance 1

  $ 3,992     $ 22,071  

Adoption of accounting standards (Note 2)

    (3,992 )     -  

Other comprehensive income before reclassifications

    -       2,271  

Amounts reclassified from AOCI 2

    -       (285 )

Ending balance

  $ -     $ 24,057  

 

   (1) All amounts net-of-tax.

   (2) See separate table below for details about these reclassifications.

 

During the first quarter of 2018, an election was made to reclassify the income tax effects of the Act related to net unrealized gains on equity investments from accumulated other comprehensive income to retained earnings. See Note 2 for further discussion of adoption of new accounting standards.

 

The following table sets forth the activity related to reclassifications out of accumulated other comprehensive income:

 

   

Three Months Ended

 
   

March 31,

 

Affected Line Item in the Statements of Operations

 

2018

   

2017

 
   

(Dollars in thousands)

 

Homebuilding: Interest and other income

  $ -     $ 522  

Homebuilding: Other-than-temporary impairment of marketable securities

    -       (50 )

Financial services: Interest and other income

    -       39  

Financial services: Other-than-temporary impairment of marketable securities

    -       (51 )

Income before income taxes

    -       460  

Provision for income taxes

    -       (175 )

Net income

  $ -     $ 285  

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

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.

 

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

 

Financial Instrument

 

Hierarchy

 

March 31,

2018

   

December 31,

2017

 
       

(Dollars in thousands)

 

Cash and cash equivalents

                   

Debt securities (available-for-sale)

 

Level 1

  $ 134,505     $ 99,863  
                     

Marketable securities

                   

Equity securities

 

Level 1

  $ 40,912     $ 42,004  

Debt securities (available-for-sale)

 

Level 1

    49,817       49,634  

Total marketable securities

  $ 90,729     $ 91,638  
                     

Mortgage loans held-for-sale, net

 

Level 2

  $ 113,158     $ 138,114  

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments as of March 31, 2018 and December 31, 2017.

 

Cash and cash equivalents (excluding debt securities with an original maturity of three months or less), restricted cash, trade and other receivables, prepaid and other assets, accounts payable, accrued liabilities and borrowings on our revolving credit facility. Fair value approximates carrying value.

 

Equity securities. Our equity securities consist of holdings in corporate equities, preferred stock and exchange traded funds. As of March 31, 2018, all of our equity securities were recorded at fair value with all changes in fair value recorded to either interest and other income or other expense, dependent upon whether there was a net gain or loss, respectively, in the homebuilding section or financial services section of our consolidated statements of operations and comprehensive income. As of December 31, 2017, all of our equity securities were treated as available-for-sale investments and as such, were recorded at fair value with all changes in fair value initially recorded through AOCI, subject to an assessment to determine if an unrealized loss, if applicable, was other-than-temporary. See Note 2 for further discussion of adoption of new accounting standards.

 

Debt securities. Our debt securities consist of U.S. government securities that have an original maturity of three to six months. As of March 31, 2018 and December 31, 2017, all of our debt securities were treated as available-for-sale investments and, as such, are recorded at fair value with all changes in fair value initially recorded through AOCI, subject to an assessment to determine if any unrealized loss, if applicable, is other-than-temporary.

 

Each quarter we assess all of our securities in an unrealized loss position (excluding marketable equity securities subsequent to the adoption of ASU 2016-01 – see Note 2 for further discussion of adoption of new accounting standards) for a potential other-than-temporary impairment (“OTTI”). If the unrealized loss is determined to be other-than-temporary, an OTTI is recorded in other-than-temporary impairment of marketable securities in the homebuilding or financial services sections of our consolidated statements of operations and comprehensive income. During the three months ended March 31, 2017, we recorded pretax OTTI’s of $0.1 million. No such impairments were recorded during the three months ended March 31, 2018.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

The following tables set forth the cost and estimated fair value of our available for sale debt securities:

 

   

March 31, 2018

 
   

Amortized

Cost Basis

   

OTTI

   

Net

Amortized

Cost

   

Fair Value

 

 

 

(Dollars in thousands)

 
Homebuilding      

Cash and cash equivalents

                               

Debt securities

  $ 99,601     $ -     $ 99,601     $ 99,601  

Marketable securities

                               

Debt securities

  $ 49,817     $ -     $ 49,817     $ 49,817  

Financial Services

                               

Cash and cash equivalents

                               

Debt securities

  $ 34,904     $ -     $ 34,904     $ 34,904  

 

   

December 31, 2017

 
   

Amortized

Cost Basis

   

OTTI

   

Net

Amortized

Cost

   

Fair Value

 

 

 

(Dollars in thousands)

 
Homebuilding      

Cash and cash equivalents

                               

Debt securities

  $ 99,663     $ -     $ 99,663     $ 99,663  

Marketable securities

                               

Debt securities

  $ 49,634     $ -     $ 49,634     $ 49,634  

Financial Services

                               

Cash and cash equivalents

                               

Debt securities

  $ 200     $ -     $ 200     $ 200  

 

The following table reconciles the net loss recognized during the period on equity securities to the unrealized loss recognized during the period on equity securities still held at the reporting date.

 

   

Three Months Ended

 
   

March 31, 2018

 
   

(Dollars in thousands)

 

Net losses recognized during the period on equity securities

  $ (1,153 )

Less: Net losses recognized during the period on equity securities sold during the period

    (96 )

Unrealized losses recognized during the reporting period on equity securities still held at the reporting date

  $ (1,057 )

 

Mortgage loans held-for-sale, net.  Our mortgage loans held-for-sale, which are measured at fair value on a recurring basis, include (1) mortgage loans held-for-sale that are under commitments to sell and (2) mortgage loans held-for-sale that are not under commitments to sell. At March 31, 2018 and December 31, 2017, we had $81.2 million and $103.5 million, respectively, of mortgage loans held-for-sale under commitments to sell. The fair value for those loans was based on quoted market prices for those mortgage loans, which are Level 2 fair value inputs. At March 31, 2018 and December 31, 2017, we had $32.0 million and $34.6 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.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Gains on sales of mortgage loans, net, are included as a component of revenues in the financial services section of our consolidated statements of operations and comprehensive income. For the three months ended March 31, 2018, we recorded net gains on the sales of mortgage loans of $9.0 million, compared to $8.5 million for the same period in the prior year.

 

Mortgage Repurchase Facility. The debt associated with our mortgage repurchase facility (see Note 18 for further discussion) is at floating 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, which primarily reflect estimated prices for our senior notes which were provided by multiple sources.

 

   

March 31, 2018

   

December 31, 2017

 
   

Carrying
Amount

   

Fair Value

   

Carrying
Amount

   

Fair Value

 
   

(Dollars in thousands)

 

$250 Million 5⅝% Senior Notes due February 2020, net

  $ 248,097     $ 257,922     $ 247,853     $ 261,991  

$250 Million 5½% Senior Notes due January 2024, net

    248,634       254,913       248,585       263,617  

$500 Million 6% Senior Notes due January 2043, net

    490,201       464,317       490,159       493,094  

Total

  $ 986,932     $ 977,152     $ 986,597     $ 1,018,702  

 

 

7.

Inventories

 

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

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Housing completed or under construction:

               

West

  $ 531,072     $ 489,136  

Mountain

    357,926       328,897  

East

    120,199       118,652  

Subtotal

    1,009,197       936,685  

Land and land under development:

               

West

    586,824       517,697  

Mountain

    322,262       309,072  

East

    55,574       66,282  

Subtotal

    964,660       893,051  

Total inventories

  $ 1,973,857     $ 1,829,736  

 

Our inventories are primarily associated with communities where we intend to construct and sell homes, including models and unsold 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.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

In accordance with ASC Topic 360, Property, Plant, and Equipment (“ASC 360”), homebuilding inventories, excluding those classified as held for sale, 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 such 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 incremental costs associated directly with the subdivision, including sales commissions and marketing costs);

 

estimated future undiscounted cash flows and Operating Margin;

 

forecasted Operating Margin for homes in backlog;

 

actual and trending net home orders;

 

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 (including capitalized interest) 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 then 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, which are Level 3 inputs, that are commensurate with the risk of the subdivision under evaluation. The evaluation for the recoverability of the carrying value of the assets for each individual subdivision can be impacted significantly by our estimates of future home sale revenues, home construction costs, and development costs per home, all of which are Level 3 inputs.

 

If land is classified as held for sale, in accordance with ASC 360, we measure it at the lower of the carrying value or fair value less estimated costs to sell. In determining fair value, we primarily rely upon the most recent negotiated price which is a Level 2 input. If a negotiated price is not available, we will consider several factors including, but not limited to, current market conditions, recent comparable sales transactions and market analysis studies. If the fair value less estimated costs to sell is lower than the current carrying value, the land is impaired down to its estimated fair value less costs to sell. 

 

Impairments of homebuilding inventory by segment for the three months ended March 31, 2018 and 2017 are shown in the table below.

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

West

  $ 375     $ 4,100  

Mountain

    175       -  

East

    -       750  

Total inventory impairments

  $ 550     $ 4,850  

 

The table below provides quantitative data, for the periods presented, used in determining the fair value of the impaired inventory.

 

   

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)

           

March 31, 2018

    24     $ 550     $ 5,223       2     12%  

March 31, 2017

    33     $ 4,850     $ 19,952       2     12% to 18%  

 

 

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 during the period that related units or lots are delivered. To the extent our homebuilding debt exceeds our qualified assets as defined in ASC 835, we expense a portion of the 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. For all periods presented below, our qualified assets exceeded our homebuilding debt and as such, all interest incurred has been capitalized.

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Homebuilding interest incurred

  $ 15,625     $ 13,188  

Less: Interest capitalized

    (15,625 )     (13,188 )

Homebuilding interest expensed

  $ -     $ -  
                 

Interest capitalized, beginning of period

  $ 57,541     $ 68,085  

Plus: Interest capitalized during period

    15,625       13,188  

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

    (14,428 )     (15,197 )

Interest capitalized, end of period

  $ 58,738     $ 66,076  

 

 

9.

Homebuilding Prepaid and Other Assets

 

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

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Deferred marketing costs (Note 2)

  $ -     $ 34,227  

Land option deposits

    18,844       22,203  

Goodwill

    6,008       6,008  

Prepaid expenses

    5,615       6,128  

Deferred debt issuance costs on revolving credit facility, net

    5,622       5,880  

Other

    1,926       1,220  

Total

  $ 38,015     $ 75,666  

 

 

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,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Customer and escrow deposits

  $ 42,967     $ 36,144  

Warranty accrual

    25,113       21,909  

Accrued compensation and related expenses

    19,445       32,600  

Accrued interest

    13,281       27,734  

Construction defect claim reserves

    7,944       8,406  

Land development and home construction accruals

    7,337       8,001  

Other accrued liabilities

    39,158       31,518  

Total accrued liabilities

  $ 155,245     $ 166,312  

 

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

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Insurance reserves

  $ 45,452     $ 44,280  

Accounts payable and other accrued liabilities

    8,567       8,821  

Total accounts payable and accrued liabilities

  $ 54,019     $ 53,101  

 

 

11.

Warranty Accrual

 

Our homes are sold with limited third-party warranties and, under our agreement with the issuer of the third-party warranties, we are responsible for performing all of the work for the first two years of the warranty coverage and paying for substantially all of the work required to be performed during years three through ten of the warranties. We record accruals for general and structural warranty claims, as well as accruals for known, unusual warranty-related expenditures. Our warranty accrual is recorded 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 determination of the warranty accrual rate for closed homes and the evaluation of our warranty accrual balance at period end are 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 and comprehensive income.

 

The table set forth below summarizes accrual, adjustment and payment activity related to our warranty accrual for the three months ended March 31, 2018 and 2017. For three months ended March 31, 2018 and 2017, we recorded adjustments to increase our warranty accrual by $3.1 million and $0.1 million, respectively. The adjustments recorded during the three months ended March 31, 2018 were due to higher than expected recent warranty related expenditures.

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Balance at beginning of period

  $ 21,909     $ 20,678  

Expense provisions

    2,598       2,407  

Cash payments

    (2,500 )     (2,365 )

Adjustments

    3,106       50  

Balance at end of period

  $ 25,113     $ 20,770  

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

12.

Insurance and Construction Defect Claim 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. It is possible that changes in the insurance payment experience used in estimating our ultimate insurance losses could have a material impact on our insurance reserves.

 

The establishment of reserves for estimated losses to be incurred by our homebuilding subsidiaries associated with (1) the self-insured retention (“SIR”) portion of construction defect claims that are expected to be covered under insurance policies with Allegiant and (2) the entire cost of any construction defect claims that are not expected to be covered by insurance policies with Allegiant are based on actuarial studies that include known facts similar to those established for our insurance reserves. It is possible that changes in the payment experience used in estimating our ultimate losses for construction defect claims could have a material impact on our reserves.

 

The table set forth below summarizes our insurance and construction defect claim reserves activity for the three months ended March 31, 2018 and 2017. These reserves are included as a component of accrued liabilities in either the financial services or homebuilding sections of the consolidated balance sheets.

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Balance at beginning of period

  $ 52,686     $ 50,954  

Expense provisions

    2,304       2,116  

Cash payments, net of recoveries

    (1,595 )     (1,219 )

Balance at end of period

  $ 53,395     $ 51,851  

 

In the ordinary course of business, we make payments from our insurance and construction defect claim reserves to settle litigation claims arising 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, 2018 and 2017 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 23.3% and 38.8% for the three months ended March 31, 2018 and 2017, respectively, resulting in income tax expense of $11.8 million and $14.1 million for the same periods, respectively. The year-over-year decrease in our effective tax rate for the three months ended March 31, 2018 was impacted by the following items:

 

(1) The net impact from the enactment of the Act, which reduced the U.S. federal corporate income tax rate from 35% to 21% but also reduced the deductibility of certain executive based compensation and eliminated the domestic manufacturing deduction.

 

(2) Our 2017 first quarter estimated effective tax rate included no estimate for energy tax credits as the tax provision had expired and had not been extended for 2017. However, in February 2018, the Bipartisan Budget Act of 2018 was signed into law, retroactively extending energy tax credits for 2017. As a result, we recorded a discrete tax adjustment in the 2018 first quarter to recognize an estimated benefit of $1.2 million for energy credits earned in 2017. As of March 31, 2018, energy tax credits for 2018 were not approved and as a result, no such estimate has been included in our estimated effective tax rate for 2018.

 

(3) In the 2017 first quarter, we established a discrete valuation allowance against certain state net operating loss carryforwards. No such valuation allowances were established in the 2018 first quarter.

 

At March 31, 2018 and December 31, 2017 we had deferred tax assets, net of valuation allowances and deferred tax liabilities, of $40.5 million and $41.5 million, respectively. The valuation allowances were primarily related to various state net operating loss carryforwards where realization is more uncertain at this time due to the limited carryforward periods that exist in certain states.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

During the quarter ended March 31, 2018, there were no changes to the provisional amounts recorded in our December 31, 2017 financial statements. As the Internal Revenue Service has not yet issued additional guidance regarding performance-based executive compensation provisions that were changed as a result of the Act, we are still analyzing the impact this change will have on our estimates. In the first quarter, the Company continued to apply the guidance in SAB 118 when accounting for the enactment date effects of the Act.

 

 

 

 

14.

Senior Notes

 

The carrying value of our senior notes as of March 31, 2018 and December 31, 2017, net of any unamortized debt issuance costs or discount, were as follows:

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

5⅝% Senior Notes due February 2020, net

  $ 248,097     $ 247,853  

5½% Senior Notes due January 2024, net

    248,634       248,585  

6% Senior Notes due January 2043, net

    490,201       490,159  

Total

  $ 986,932     $ 986,597  

 

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 most of our homebuilding segment subsidiaries.

 

 

15.

Stock-Based Compensation

 

We account for share-based awards in accordance with ASC Topic 718 Compensation–Stock Compensation (“ASC 718”), 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, 2018 and 2017:

 

   

Three Months Ended

 
   

March 31,

 
   

2018

   

2017

 
   

(Dollars in thousands)

 

Stock option grants expense

  $ 56     $ 91  

Restricted stock awards expense

    744       504  

Performance share units expense

    451       -  

Total stock based compensation

  $ 1,251     $ 595  

 

On June 20, 2017 and July 25, 2016, the Company granted long term performance stock unit awards (“PSUs”) to each of the CEO, the COO, and the Chief Financial Officer (“CFO”) under the Company’s 2011 Equity Incentive Plan. The PSUs will be earned based upon the Company’s performance, over a three year period (the “Performance Period”), measured by increasing home sale revenues over a “Base Period”. Each award is conditioned upon the Company achieving an average gross margin from home sales (excluding impairments) of at least fifteen percent (15%) over the Performance Period. Target goals will be earned if the Company’s three year average home sale revenues over the Performance Period (“Performance Revenues”) exceed the home sale revenues over the Base Period (“Base Revenues”) by at least 10% but less than 20%. If Performance Revenues exceed the Base Revenues by at least 5% but less than 10%, 50% of the Target Goals will be earned (“Threshold Goals”). If Performance Revenues exceed the Base Revenues by at least 20%, 200% of the Target Goals will be earned (“Maximum Goals”). For the PSUs granted in 2017, the number of PSUs earned shall be adjusted to be proportional to the partial performance between the Threshold Goals, Target Goals and Maximum Goals. Details for each defined term above for both grants have been provided in the table below.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

                   

Threshold Goal

 

Target Goal

 

Maximum Goal

         

 

 

Awardee

 

Date of

Award

 

Performance Period

 

Base Period

 

Base

Period Revenues

 

PSUs

 

Home

Sale

Revenues

 

PSUs

 

Home

Sale

Revenues

 

PSUs

 

Home

Sale

Revenues

 

Fair Value

per Share

   

Maximum

Potential

Expense to be

Recognized*

 

CEO

 

 

 

July 1, 2016

 

July 1, 2015

 

 

    56,700  

 

    113,400  

 

    226,800  

 

          $ 4,815  
COO   July 25, 2016   to   to   $1.975 billion     56,700   $2.074 billion     113,400   $2.173 billion     226,800   $2.370 billion   $ 21.23       4,815  
CFO       June 30, 2019   June 30, 2016         14,175         28,350         56,700                 1,204  
                                                          $ 10,834  
                                                               

CEO

 

 

 

April 1, 2017

 

April 1, 2016

 

 

    59,400  

 

    118,800  

 

    237,600  

 

          $ 7,142  
COO   June 20, 2017   to   to   $2.426 billion     59,400   $2.547 billion     118,800   $2.669 billion     237,600   $2.911 billion   $ 30.06       7,142  
CFO       March 31, 2020   March 31, 2017         14,850         29,700         59,400                 1,786  

 

                                        $ 16,070  
_______________________                                              

* Dollars in thousands

                                                     

 

In accordance with ASC 718, the PSUs were valued on the date of grant at their fair value. The fair value of these grants was equal to the closing price of MDC stock on the date of grant less the discounted cash flows of expected future dividends over the respective vesting period (as these PSUs do not participate in dividends). The grant date fair value and maximum potential expense if the Maximum Goals were met for these awards has been provided in the table above. ASC 718 does not permit recognition of expense associated with performance-based stock awards until achievement of the performance targets are probable of occurring.

 

2016 PSU Grants. In the 2017 fourth quarter, the Company determined that achievement of the Target Goals was probable for the PSUs granted in 2016.  As of March 31, 2018 that assessment has not changed and as such, the Company recorded share-based award expense related to the awards of $0.5 million for the three months ended March 31, 2018. As of March 31, 2017, the Company had concluded that achievement of any of the performance targets had not met the level of probability required to record compensation expense at that time and, as such, no compensation expense was recognized related to these PSUs at that time.

 

2017 PSU Grants. For the PSUs granted in June of 2017, the Company concluded that achievement of any of the performance metrics has not met the level of probability required to record compensation expense and as such, no expense related to the grant of these awards has been recognized as of March 31, 2018.

 

 

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, 2018, we had outstanding surety bonds and letters of credit totaling $183.9 million and $66.4 million, respectively, including $36.9 million in letters of credit issued by HomeAmerican. The estimated cost to complete obligations related to these bonds and letters of credit were approximately $50.1 million and $31.3 million, respectively. All letters of credit as of March 31, 2018, excluding those issued by HomeAmerican, were issued 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.

 

Litigation. Due to 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 ordinary 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 land inventories on our consolidated balance sheets. In certain cases, these contracts will be settled shortly following the end of the period. Our obligation with respect to Option Contracts is generally limited to forfeiture of the related deposits.  At March 31, 2018, we had cash deposits and letters of credit totaling $15.8 million and $5.4 million, respectively, at risk associated with the option to purchase 7,295 lots.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

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 mortgage-backed 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 and comprehensive income with an offset to other assets or accounts payable and accrued liabilities in the financial services section of our consolidated balance sheets, depending on the nature of the change.

 

At March 31, 2018, we had interest rate lock commitments with an aggregate principal balance of $132.3 million. Additionally, we had $31.0 million of mortgage loans held-for-sale at March 31, 2018 that had not yet been committed to a mortgage purchaser. In order to hedge the changes in fair value of our interest rate lock commitments and mortgage loans held-for-sale that had not yet been committed to a mortgage purchaser, we had forward sales of securities totaling $104.5 million at March 31, 2018.

 

For the three months ended March 31, 2018 and 2017, we recorded net gains of $1.5 million and net losses of $0.3 million, respectively, on our derivatives.

 

 

18.

Lines of Credit

 

Revolving Credit Facility. We have 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 September 29, 2017 to (1) extend the Revolving Credit Facility maturity to December 16, 2022, (2) increase the aggregate commitment from $550 million to $700 million (the “Commitment”) and (3) provide that the aggregate amount of the commitments may increase to an amount not to exceed $1.25 billion upon our request, subject to receipt of additional commitments from existing or additional lenders and, in the case of additional lenders, the consent of the co-administrative agents. As defined in the Revolving Credit Facility, interest rates on base rate borrowings are equal to the highest of (1) 0.0%, (2) a prime rate, (3) a federal funds effective rate plus 1.50%, and (4) a specified eurocurrency rate plus 1.00% and, in each case, plus a margin that is determined based on our credit ratings and leverage ratio. Interest rates on eurocurrency borrowings are equal to a specified eurocurrency rate plus a margin that is determined based on our credit ratings and leverage ratio. 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 Revolving Credit Facility. 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) or a violation of anti-corruption or sanctions laws 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, a violation of anti-corruption or sanctions laws, 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, 2018.

 

We incur costs associated with unused commitment fees pursuant to the terms of the Revolving Credit Facility. At March 31, 2018 and December 31, 2017, there were $29.5 million and $32.0 million, respectively, in letters of credit outstanding, which reduced the amounts available to be borrowed under the Revolving Credit Facility. We had $15.0 million outstanding under the Revolving Credit Facility as of March 31, 2018 and December 31, 2017. As of March 31, 2018, availability under the Revolving Credit Facility was approximately $655.5 million.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Mortgage Repurchase Facility. HomeAmerican has a Master Repurchase Agreement (the “Mortgage Repurchase Facility”) with U.S. Bank National Association (“USBNA”). Effective August 10, 2017, the Mortgage Repurchase Facility was amended to extend its termination date to August 9, 2018. The Mortgage Repurchase Facility provides liquidity to HomeAmerican by providing for the sale of up to an aggregate of $75 million (subject to increase by up to $75 million under certain conditions) 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. In the event that an eligible mortgage loan becomes ineligible, as defined under the Mortgage Repurchase Facility, HomeAmerican may be required to repurchase the ineligible mortgage loan immediately. The maximum aggregate commitment of the Mortgage Repurchase Facility was temporarily increased on March 28, 2018 from $75 million to $115 million and was effective through April 26, 2018. The Mortgage Repurchase Facility also had a temporary increase in the maximum aggregate commitment from $75 million to $115 million on December 27, 2017 and was effective through January 25, 2018. At March 31, 2018 and December 31, 2017, HomeAmerican had $90.1 million and $112.3 million, respectively, of mortgage loans that HomeAmerican was obligated to repurchase under the 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 capitalized terms are defined in the Mortgage Repurchase Facility. We believe HomeAmerican was in compliance with the representations, warranties and covenants included in the Mortgage Repurchase Facility as of March 31, 2018.

 

 

19.

Related Party Transactions

 

We contributed $1.5 million in cash to the MDC/Richmond American Homes Foundation (the “Foundation”) during the three months ended March 31, 2017. The Foundation is a non-profit organization operated exclusively for charitable, educational and other purposes beneficial to social welfare within the meaning of Section 501(c)(3) of the Internal Revenue Code. The following Directors and/or officers of the Company served as directors of the Foundation at March 31, 2018, all of whom serve without compensation:

 

Name

 

MDC Title

Larry A. Mizel

 

Chairman and CEO

David D. Mandarich

 

President and COO

 

Three other individuals, who are independent of the Company, also serve as directors of the Foundation. All directors of the Foundation serve without compensation.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

 

20.

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 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 Oregon, Inc. (formerly known as Richmond American Homes of Delaware, 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.

 

 

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

 

Supplemental Condensed Combining Balance Sheet

 

   

March 31, 2018

 
                   

Non-

                 
           

Guarantor

   

Guarantor

   

Eliminating

   

Consolidated

 
   

MDC

   

Subsidiaries

   

Subsidiaries

   

Entries

   

MDC

 

 

 

(Dollars in thousands)

 
ASSETS      

Homebuilding:

                                       

Cash and cash equivalents

  $ 348,609     $ 4,259     $ -     $ -     $ 352,868  

Marketable securities

    49,817       -       -       -       49,817  

Restricted cash

    -       6,198       -       -       6,198  

Trade and other receivables

    2,904       52,327       -       (2,322 )     52,909  

Inventories:

                                       

Housing completed or under construction

    -       1,009,197       -       -       1,009,197  

Land and land under development

    -       964,660       -       -       964,660  

Total inventories

    -       1,973,857       -       -       1,973,857  
                                         

Intercompany receivables

    1,776,963       2,803       -       (1,779,766 )     -  

Investment in subsidiaries

    239,705       -       -       (239,705 )     -  

Property and equipment, net

    24,013       29,355       -       -       53,368  

Deferred tax asset, net

    41,463       -       -       (979 )     40,484  

Prepaid and other assets

    8,867       29,148       -       -       38,015  

Total homebuilding assets

    2,492,341       2,097,947       -       (2,022,772 )     2,567,516  
                                         

Financial Services:

                                       

Cash and cash equivalents

    -       -       48,514       -       48,514  

Marketable securities

    -       -       40,912       -       40,912  

Intercompany receivables

    -       -       22,726       (22,726 )     -  

Mortgage loans held-for-sale, net

    -       -       113,158       -       113,158  

Other assets

    -       -       16,083       979       17,062  

Total financial services assets

    -       -       241,393       (21,747 )     219,646  

Total Assets

  $ 2,492,341     $ 2,097,947     $ 241,393     $ (2,044,519 )   $ 2,787,162  
                                         

LIABILITIES AND EQUITY

                                       
                                         

Homebuilding:

                                       

Accounts payable

  $ -     $ 53,347     $ -     $ -     $ 53,347  

Accrued liabilities

    32,387       121,968       -       890       155,245  

Advances and notes payable to parent and subsidiaries

    25,529       1,745,126       27,791       (1,798,446 )     -  

Revolving credit facility

    15,000       -       -       -       15,000  

Senior notes, net

    986,932       -       -       -       986,932  

Total homebuilding liabilities

    1,059,848       1,920,441       27,791       (1,797,556 )     1,210,524  
                                         

Financial Services:

                                       

Accounts payable and other liabilities

    -       -       57,231       (3,212 )     54,019  

Advances and notes payable to parent and subsidiaries

    -       -       4,046       (4,046 )     -  

Mortgage repurchase facility

    -       -       90,126       -       90,126  

Total financial services liabilities

    -       -       151,403       (7,258 )     144,145  

Total Liabilities

    1,059,848       1,920,441       179,194       (1,804,814 )     1,354,669  
                                         

Equity: