MDC 10-Q Quarterly Report June 30, 2017 | Alphaminr

MDC 10-Q Quarter ended June 30, 2017

MDC HOLDINGS INC
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10-Q 1 mdc20170630_10q.htm FORM 10-Q mdc20170630_10q.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 June 30, 2017

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 f iler,” “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 July 31 , 2017 , 51,877,619 shares of M.D.C. Holdings, Inc. common stock were outstanding.

M .D.C. HOLDINGS, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2017

INDEX

Page
No.

Part I. Financial Information:

Item 1.

Unaudited Consolidated Financial Statements:

Consolidated Balance Sheets at June 30, 2017 and December 31, 2016

1

Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2017 and 2016

2

Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016

3

Notes to Unaudited Consolidated Financial Statements

4

Item 2.

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

27

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

42

Item 4.

Controls and Procedures

43

Part II. Other Information:

Item 1.

Legal Proceedings

44

Item 1A.

Risk Factors

44

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

45

Item 6.

Exhibits

46

Signature

46

PART I

ITEM 1.     Unaudited Consolidated Financial Statements

M .D.C. HOLDINGS, INC.

Consolidated Balance Sheets .

June 30,

December 31,

2017

2016

(Dollars in thousands, except

per share amounts)

(Unaudited)

ASSETS
Homebuilding:

Cash and cash equivalents

$ 314,814 $ 259,087

Marketable securities

65,268 59,770

Restricted cash

5,027 3,778

Trade and other receivables

37,747 42,492

Inventories:

Housing completed or under construction

909,911 874,199

Land and land under development

846,825 884,615

Total inventories

1,756,736 1,758,814

Property and equipment, net

27,194 28,041

Deferred tax asset, net

62,446 74,888

Metropolitan district bond securities (related party)

31,864 30,162

Prepaid and other assets

67,009 60,463

Total homebuilding assets

2,368,105 2,317,495

Financial Services:

Cash and cash equivalents

23,162 23,822

Marketable securities

38,666 36,436

Mortgage loans held-for-sale, net

95,283 138,774

Other assets

11,195 12,062

Total financial services assets

168,306 211,094

Total Assets

$ 2,536,411 $ 2,528,589

LIABILITIES AND EQUITY

Homebuilding:

Accounts payable

$ 48,327 $ 42,088

Accrued liabilities

148,199 144,566

Revolving credit facility

15,000 15,000

Senior notes, net

842,232 841,646

Total homebuilding liabilities

1,053,758 1,043,300

Financial Services:

Accounts payable and accrued liabilities

49,873 50,734

Mortgage repurchase facility

69,127 114,485

Total financial services liabilities

119,000 165,219

Total Liabilities

1,172,758 1,208,519

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; 51,862,230 and 51,485,090 issued and outstanding at June 30, 2017 and December 31, 2016, respectively

519 515

Additional paid-in-capital

992,870 983,532

Retained earnings

344,263 313,952

Accumulated other comprehensive income

26,001 22,071

Total Stockholders' Equity

1,363,653 1,320,070

Total Liabilities and Stockholders' Equity

$ 2,536,411 $ 2,528,589

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

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands, except per share amounts)

(Unaudited)

Homebuilding:

Home sale revenues

$ 647,620 $ 571,195 $ 1,211,099 $ 965,615

Land sale revenues

1,351 316 1,598 2,640

Total home and land sale revenues

648,971 571,511 1,212,697 968,255

Home cost of sales

(539,077 ) (475,836 ) (1,008,019 ) (805,862 )

Land cost of sales

(1,202 ) (216 ) (1,413 ) (1,879 )

Inventory impairments

- (1,600 ) (4,850 ) (1,600 )

Total cost of sales

(540,279 ) (477,652 ) (1,014,282 ) (809,341 )

Gross margin

108,692 93,859 198,415 158,914

Selling, general and administrative expenses

(70,709 ) (64,440 ) (137,007 ) (120,717 )

Interest and other income

2,847 2,553 5,174 3,489

Other expense

(666 ) (278 ) (1,017 ) (905 )

Other-than-temporary impairment of marketable securities

(1 ) (288 ) (51 ) (719 )

Homebuilding pretax income

40,163 31,406 65,514 40,062

Financial Services:

Revenues

19,073 15,823 37,052 26,840

Expenses

(8,500 ) (7,543 ) (16,398 ) (13,784 )

Interest and other income

1,238 772 2,217 1,613

Other-than-temporary impairment of marketable securities

(80 ) - (131 ) -

Financial services pretax income

11,731 9,052 22,740 14,669

Income before income taxes

51,894 40,458 88,254 54,731

Provision for income taxes

(18,023 ) (13,545 ) (32,134 ) (18,255 )

Net income

$ 33,871 $ 26,913 $ 56,120 $ 36,476

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

1,944 895 3,930 2,843

Comprehensive income

$ 35,815 $ 27,808 $ 60,050 $ 39,319

Earnings per share:

Basic

$ 0.65 $ 0.52 $ 1.09 $ 0.71

Diluted

$ 0.64 $ 0.52 $ 1.07 $ 0.71

Weighted average common shares outstanding

Basic

51,514,309 51,293,917 51,428,079 51,281,643

Diluted

52,444,123 51,304,829 52,065,968 51,291,359

Dividends declared per share

$ 0.25 $ 0.24 $ 0.50 $ 0.48

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

M .D.C. HOLDINGS, INC.

Consolidated Statements of Cash Flows

Six Months Ended

June 30,

2017

2016

(Dollars in thousands)

(Unaudited)

Operating Activities:

Net income

$ 56,120 $ 36,476

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

Stock-based compensation expense

2,038 6,163

Depreciation and amortization

2,704 2,367

Inventory impairments

4,850 1,600

Other-than-temporary impairment of marketable securities

182 719

Gain on sale of marketable securities

(1,758 ) (262 )

Deferred income tax expense

10,033 7,873

Net changes in assets and liabilities:

Restricted cash

(1,249 ) (196 )

Trade and other receivables

5,419 (26,235 )

Mortgage loans held-for-sale

43,491 (3,029 )

Housing completed or under construction

(39,707 ) (186,805 )

Land and land under development

37,521 122,701

Prepaid expenses and other assets

(7,602 ) (2,975 )

Accounts payable and accrued liabilities

8,845 19,517

Net cash provided by (used in) operating activities

120,887 (22,086 )

Investing Activities:

Purchases of marketable securities

(12,043 ) (15,426 )

Sales of marketable securities

11,450 50,765

Purchases of property and equipment

(1,364 ) (3,117 )

Net cash provided by (used in) investing activities

(1,957 ) 32,222

Financing Activities:

Advances (payments) on mortgage repurchase facility, net

(45,358 ) 4,686

Dividend payments

(25,809 ) (24,504 )

Proceeds from exercise of stock options

7,304 -

Net cash used in financing activities

(63,863 ) (19,818 )

Net increase (decrease) in cash and cash equivalents

55,067 (9,682 )

Cash and cash equivalents:

Beginning of period

282,909 180,988

End of period

$ 337,976 $ 171,306

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 June 30, 2017 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, 2016.

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 (“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.

2.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") and created ASC Topic 606 (“ASC 606”), which is a comprehensive new revenue recognition model. Under ASU 2014-09, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. ASU 2014-09 is effective for our interim and annual reporting periods beginning January 1, 2018, and is to be adopted using either a full retrospective or modified retrospective transition method. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We expect to adopt the new standard under the modified retrospective approach in the 2018 first quarter. Although we are still in the process of evaluating our contracts and updating our accounting policies, we do not believe the adoption of ASU 2014-09 will have a material impact on the amount or timing of our recognition of revenues. While we are still evaluating the accounting for marketing costs under ASC 606, there is a possibility that the adoption of ASU 2014-09 will impact the timing of recognition and classification in our consolidated financial statements of certain marketing costs we incur to obtain sales contracts from our customers. For example, there are various marketing costs that we currently capitalize and amortize with each home delivered in a community. Under the new guidance, these costs may need to be expensed immediately. We are continuing to evaluate the exact impact ASU 2014-09 will have on recording revenue and our marketing costs in our consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which makes a number of changes to the current GAAP model, including changes to the accounting for equity investments and financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under ASU 2016-01, we will primarily be impacted by the changes to accounting for equity instruments with readily determinable fair values as they will no longer be permitted to be classified as available-for-sale (changes in fair value reported through other comprehensive income) and instead, all changes in fair value will be reported in earnings. ASU 2016-01 is effective for our interim and annual reporting periods beginning January 1, 2018 and is to be applied using a modified retrospective transition method. Early adoption of the applicable guidance from ASU 2016-01 is not permitted. Given the significant amount of our investments in equity securities, and assuming we have a similar level of investments when this guidance is adopted, we would expect that the impact to our consolidated statements of operations and comprehensive income from this update could be material. Furthermore, depending on trends in the stock market, we may see increased volatility in our consolidated statements of operations and comprehensive income.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

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.

I n March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which amends ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. ASU 2016-09 became effective for us in the 2017 first quarter. The primary impact from this guidance, on a prospective basis, will be to our provision for income taxes line item on our consolidated statements of operations and comprehensive income. Any excess tax benefits or deficiencies from (1) the exercise or expiration of options or (2) the vesting of stock awards will now be recognized through our income tax provision as opposed to additional paid-in capital (to the extent we had a sufficient pool of windfall tax benefits). As a result of exercises of stock options and vesting of stock awards during the three and six months ended June 30, 2017, $0.1 million in excess tax benefits were recognized in our tax provision for each period. Furthermore, as of June 30, 2017, we had options covering approximately 567,000 shares (1) with exercise prices above the MDC closing share price at June 30, 2017 and (2) that will have their ability to exercise expire at some point during the 2017 fourth quarter. If the exercise price continues to be greater than the share price of MDC throughout 2017, these options will likely expire unexercised and as a result, we could recognize approximately $2.6 million in additional expense in our provision for income taxes line item on our consolidated statements of operations and comprehensive income in 2017. Another provision of ASU 2016-09 that is relevant to the Company is the classification of excess tax benefits on the statement of cash flows, which was adopted on a prospective basis. This provision did not have a material effect on the statement of cash flows and is not expected to have a material impact on the statement of cash flows in future quarterly or annual filings. Adoption of ASU 2016-09 was not material to our statement of cash flows for the periods presented and we do not anticipate it will be material in 2017.

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.

In August 2016, the FASB issued ASU 2016-15, S tatement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), which amends ASC Topic 230 , Statement of Cash Flows , to clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The amendments in ASU 2016-15 are intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows . ASU 2016-15 is effective for our interim and annual reporting periods beginning January 1, 2018, and is to be applied using a retrospective transition method. Earlier adoption is permitted. We do not plan to early adopt ASU 2016-15 and do not believe the guidance will have a material impact on our financial statements upon adoption.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”), which requires restricted cash to be included with cash and cash equivalents when reconciling the beginning and ending amounts on the statement of cash flows. ASU 2016-18 is effective for our interim and annual reporting periods beginning January 1, 2018, and is to be applied using a retrospective transition method. Earlier adoption is permitted. We do not plan to early adopt ASU 2016-18 and do not believe the guidance will have a material impact on our financial statements upon adoption.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated 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 and the Chief Operating Officer.

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

West (Arizona, California, Nevada and Washington)

Mountain (Colorado and Utah)

East (Virginia, Florida and Maryland)

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

Corporate is a non-operating segment that develops and implements strategic initiatives and supports our operating divisions by centralizing key administrative functions such as finance, 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 home and land sale revenues for our homebuilding operations and revenues for our financial services operations.

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

Homebuilding

(Dollars in thousands)

West

$ 323,758 $ 270,031 $ 632,837 $ 461,406

Mountain

224,356 190,334 397,492 328,158

East

100,857 111,146 182,368 178,691

Total homebuilding revenues

$ 648,971 $ 571,511 $ 1,212,697 $ 968,255

Financial Services

Mortgage operations

$ 12,697 $ 10,702 $ 24,880 $ 17,572

Other

6,376 5,121 12,172 9,268

Total financial services revenues

$ 19,073 $ 15,823 $ 37,052 $ 26,840

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

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

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

Homebuilding

(Dollars in thousands)

West

$ 21,134 $ 15,740 $ 36,589 $ 25,438

Mountain

24,541 20,748 42,771 30,832

East

4,734 4,500 7,376 5,867

Corporate

(10,246 ) (9,582 ) (21,222 ) (22,075 )

Total homebuilding pretax income

$ 40,163 $ 31,406 $ 65,514 $ 40,062

Financial Services

Mortgage operations

$ 7,670 $ 6,445 $ 15,236 $ 9,768

Other

4,061 2,607 7,504 4,901

Total financial services pretax income

$ 11,731 $ 9,052 $ 22,740 $ 14,669

Total pretax income

$ 51,894 $ 40,458 $ 88,254 $ 54,731

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.

June 30,

December 31,

2017

2016

Homebuilding assets

(Dollars in thousands)

West

$ 1,005,590 $ 1,035,033

Mountain

630,621 571,139

East

230,096 256,816

Corporate

501,798 454,507

Total homebuilding assets

$ 2,368,105 $ 2,317,495

Financial services assets

Mortgage operations

$ 107,904 $ 153,182

Other

60,402 57,912

Total financial services assets

$ 168,306 $ 211,094

Total assets

$ 2,536,411 $ 2,528,589

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 participating security holders consisting of shareholders of unvested restricted stock. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding, excluding participating shares in accordance with ASC 260 . To calculate diluted EPS, basic EPS is further adjusted to include the effect of potential dilutive stock options outstanding. The following table shows our basic and diluted EPS calculations:

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands, except per share amounts)

Numerator

Net income

$ 33,871 $ 26,913 $ 56,120 $ 36,476

Less: distributed earnings allocated to participating securities

(61 ) (39 ) (128 ) (79 )

Less: undistributed earnings allocated to participating securities

(98 ) (47 ) (140 ) (36 )

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

33,712 26,827 55,852 36,361

Add back: undistributed earnings allocated to participating securities

98 47 140 36

Less: undistributed earnings reallocated to participating securities

(96 ) (47 ) (138 ) (36 )

Numerator for diluted earnings per share under two class method

$ 33,714 $ 26,827 $ 55,854 $ 36,361

Denominator

Weighted-average common shares outstanding

51,514,309 51,293,917 51,428,079 51,281,643

Add: dilutive effect of stock options

929,814 10,912 637,889 9,716

Denominator for diluted earnings per share under two class method

52,444,123 51,304,829 52,065,968 51,291,359

Basic Earnings Per Common Share

$ 0.65 $ 0.52 $ 1.09 $ 0.71

Diluted Earnings Per Common Share

$ 0.64 $ 0.52 $ 1.07 $ 0.71

Diluted EPS for the three and six months ended June 30, 2017 excluded options to purchase approximately 0.9 million and 1.4 million shares of common stock, respectively, because the effect of their inclusion would be anti-dilutive. For the same periods in 2016, diluted EPS excluded options to purchase approximately 6.4 million and 6.5 million shares, respectively. The year-over-year decreases for the three and six months ended June 30, 2017 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

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

Unrealized gains on available-for-sale marketable securities 1 :

Beginning balance

$ 9,479 $ 5,016 $ 7,730 $ 3,657

Other comprehensive income before reclassifications

2,389 880 4,423 1,404

Amounts reclassified from AOCI 2

(692 ) (552 ) (977 ) 283

Ending balance

$ 11,176 $ 5,344 $ 11,176 $ 5,344

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

Beginning balance

$ 14,578 $ 12,647 $ 14,341 $ 12,058

Other comprehensive income before reclassifications

247 567 484 1,156

Amounts reclassified from AOCI

- - - -

Ending balance

$ 14,825 $ 13,214 $ 14,825 $ 13,214

Total ending AOCI

$ 26,001 $ 18,558 $ 26,001 $ 18,558

(1)

All amounts net-of-tax.

(2)

See separate table below for details about these reclassifications

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

Three Months Ended

Six Months Ended

June 30,

June 30,

Affected Line Item in the Statements of Operations

2017

2016

2017

2016

(Dollars in thousands)

Homebuilding: Interest and other income

$ 889 $ 1,177 $ 1,411 $ 262

Homebuilding: Other-than-temporary impairment of marketable securities

(1 ) (288 ) (51 ) (719 )

Financial services: Interest and other income

308 - 347 -

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

(80 ) - (131 ) -

Income before income taxes

1,116 889 1,576 (457 )

Provision for income taxes

(424 ) (337 ) (599 ) 174

Net income

$ 692 $ 552 $ 977 $ (283 )

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.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

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

Fair Value

Financial Instrument

Hierarchy

June 30,

2017

December 31,

2016

(Dollars in thousands)

Marketable equity securities (available-for-sale)

Level 1

$ 103,934 $ 96,206

Mortgage loans held-for-sale, net

Level 2

$ 95,283 $ 138,774

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

Level 3

$ 31,864 $ 30,162

The following methods and assumptions were used to estimate the fair value of each class of financial instruments as of June 30, 2017 and December 31, 2016.

Cash and cash equivalents, restricted cash, trade and other receivables, prepaid and other assets, accounts payable, accrued liab ilities and borrowings on our revolving credit facility . Fair value approximates carrying value.

Marketable s ecurities .  As of June 30, 2017 and December 31, 2016, we held marketable equity securities, which consist of holdings in corporate equities, preferred stock and exchange traded funds. As of June 30, 2017 and December 31, 2016, all of our equity 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 an unrealized loss, if applicable, is other-than-temporary.

Each quarter we assess all of our securities in an unrealized loss position 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 and six months ended June 30, 2017, we recorded pretax OTTI’s of $0.1 million and $0.2 million, respectively, for certain of our equity securities that were in an unrealized loss position as of the end of each respective period. For the same periods in 2016, we recorded pretax OTTI’s of $0.3 million and $0.7 million, respectively.

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

June 30, 2017

Cost Basis

OTTI

Net Cost

Basis

Fair Value

(Dollars in thousands)

Homebuilding equity securities

$ 50,676 $ (556 ) $ 50,120 $ 65,268

Financial services equity securities

36,125 (337 ) 35,788 38,666

Total marketable equity securities

$ 86,801 $ (893 ) $ 85,908 $ 103,934

December 31, 2016

Cost Basis

OTTI

Net Cost

Basis

Fair Value

(Dollars in thousands)

Homebuilding equity securities

$ 48,910 $ (685 ) $ 48,225 $ 59,770

Financial services equity securities

35,885 (373 ) 35,512 36,436

Total marketable equity securities

$ 84,795 $ (1,058 ) $ 83,737 $ 96,206

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

As of June 30, 2017 and December 31, 2016, our marketable equity securities were in net unrealized gain positions totaling $18.0 million and $12.5 million, respectively. Our individual marketable equity securities that were in unrealized loss positions, excluding those that were impaired as part of any OTTI, aggregated to an unrealized loss of $0.7 million and $0.5 million as of June 30, 2017 and December 31, 2016, respectively. The table below sets forth the aggregated unrealized losses for individual equity securities that were in unrealized loss positions but did not have OTTIs recognized. We do not believe the decline in the value of these marketable securities as of June 30, 2017 is other-than-temporary.

June 30, 2017

December 31, 2016

Number of

Securities in a

Loss Position

Aggregate

Loss Position

Aggregate

Fair Value of

Securities in

a Loss

Position

Number of

Securities in a

Loss Position

Aggregate

Loss Position

Aggregate

Fair Value of

Securities in

a Loss

Position

(Dollars in thousands)

Marketable equity securities

1 $ (703 ) $ 1,296 5 $ (457 ) $ 6,045

The following table sets forth gross realized gains and losses from the sale of available-for-sale marketable securities. We record the net amount of these gains and losses to either other expense or interest and other income, dependent upon whether there is a net realized loss or gain, respectively, in the homebuilding section or financial services section of our consolidated statements of operations and comprehensive income.

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

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

$ 1,198 $ 1,379 $ 1,788 $ 1,470

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

(1 ) (202 ) (30 ) (1,208 )

Net realized gain on sales of available-for-sale securities

$ 1,197 $ 1,177 $ 1,758 $ 262

Mortgage l oans h eld-for- s ale, n et. 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 June 30, 2017 and December 31, 2016, we had $76.1 million and $96.2 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 June 30, 2017 and December 31, 2016, we had $19.2 million and $42.6 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.

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 and six months ended June 30, 2017, we recorded net gains on the sales of mortgage loans of $10.2 million and $18.7 million, respectively, compared to $6.9 million and $12.5 million for the same periods in the prior year, respectively.

Metropolitan district bond securities (related party). The metropolitan district bond securities (the “Metro Bonds”) are included in the homebuilding section of our consolidated balance sheets. We acquired the Metro Bonds from a quasi-municipal corporation in the state of Colorado (the “Metro District”), which was formed to help fund and maintain the infrastructure associated with a master-planned community being developed by our Company. Cash flows received by the Company from these securities reflect principal and interest payments from the Metro District, which are generally received in the fourth quarter, and are supported by an annual levy on the taxable assessed value of real estate and personal property within the Metro District’s boundaries. The stated year of maturity for the Metro Bonds is 2037. However, if the unpaid principal and all accrued interest are not paid off by the year 2037, the Company will continue to receive principal and interest payments in perpetuity until the unpaid principal and accrued interest is paid in full.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

In accordance with ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”), we adjust the bond principal balance using an interest accretion model that utilizes future cash flows expected to be collected. Furthermore, as this investment is accounted for as an available-for-sale asset, we update its fair value on a quarterly basis, with the adjustment being recorded through AOCI. The fair value is based upon a discounted future cash flow model, which uses Level 3 inputs. The primary unobservable inputs used in our discounted cash flow model are (1) the forecasted number of homes to be closed, as they drive increases to the tax paying base for the Metro District, (2) the forecasted assessed value of those closed homes and (3) the discount rate. Cash receipts, which are scheduled to be received in the fourth quarter, reduce the carrying value of the Metro Bonds. The increases in the value of the Metro Bonds during the past two years are primarily based on a larger percentage of future cash flows coming from homes that have closed, which utilize a lower discount rate as those cash flows have a reduced amount of risk. The table below provides quantitative data, as of June 30, 2017, regarding each unobservable input and the sensitivity of fair value to potential changes in those unobservable inputs.

Quantitative Data

Sensitivity Analysis

Unobservable Input

Range

Weighted Average

Movement in
Fair Value from
Increase in Input

Movement in
Fair Value from
Decrease in Input

Forecasted number of homes closed per year

0 to 120 107

Increase

Decrease

Forecasted assessed value

$465,000 to $1,200,000 $567,000

Increase

Decrease

Discount rates

5% to 12% 7.5%

Decrease

Increase

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

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

Balance at beginning of period

$ 31,004 $ 27,277 $ 30,162 $ 25,911

Increase in fair value (recorded in other comprehensive income)

398 915 780 1,865

Change due to accretion of principal

462 412 922 828

Cash receipts

- - - -

Balance at end of period

$ 31,864 $ 28,604 $ 31,864 $ 28,604

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.

June 30, 2017

December 31, 2016

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

(Dollars in thousands)

5⅝% Senior Notes due February 2020, net

$ 247,377 $ 267,406 $ 246,915 $ 265,611

5½% Senior Notes due January 2024, net

248,487 266,958 248,391 258,800

6% Senior Notes due January 2043, net

346,368 326,285 346,340 297,087

Total

$ 842,232 $ 860,649 $ 841,646 $ 821,498

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

7 .

Inventories

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

June 30,

December 31,

2017

2016

(Dollars in thousands)

Housing Completed or Under Construction:

West

$ 464,759 $ 470,503

Mountain

308,177 277,922

East

136,975 125,774

Subtotal

909,911 874,199

Land and Land Under Development:

West

475,237 499,186

Mountain

292,074 271,252

East

79,514 114,177

Subtotal

846,825 884,615

Total Inventories

$ 1,756,736 $ 1,758,814

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.

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.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Impairments of homebuilding inventory by segment for the three and six months ended June 30, 2017 and 2016 are shown in the table below.

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

West

$ - $ 1,400 $ 4,100 $ 1,400

Mountain

- - - -

East

- 200 750 200

Total Inventory Impairments

$ - $ 1,600 $ 4,850 $ 1,600

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, 2017

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

June 30, 2017

35 $ - $ - - N/A

March 31, 2016

14 $ - $ - - N/A

June 30, 2016

17 $ 1,600 $ 6,415 2 12% to 15%

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

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

Homebuilding interest incurred

$ 13,194 $ 13,106 $ 26,382 $ 26,324

Less: Interest capitalized

(13,194 ) (13,106 ) (26,382 ) (26,324 )

Homebuilding interest expensed

$ - $ - $ - $ -

Interest capitalized, beginning of period

$ 66,076 $ 79,783 $ 68,085 $ 77,541

Plus: Interest capitalized during period

13,194 13,106 26,382 26,324

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

(17,179 ) (15,739 ) (32,376 ) (26,715 )

Interest capitalized, end of period

$ 62,091 $ 77,150 $ 62,091 $ 77,150

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

9 .

Homebuilding Prepaid and Other Assets

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

June 30,

December 31,

2017

2016

(Dollars in thousands)

Deferred marketing costs

$ 36,322 $ 35,313

Land option deposits

15,727 8,683

Goodwill

6,008 6,008

Prepaid expenses

3,713 4,735

Deferred debt issuance costs on revolving credit facility, net

3,786 4,340

Other

1,453 1,384

Total

$ 67,009 $ 60,463

10 .

Homebuilding Accrued Liabilities and Financial Services Accounts Payable and Accrued Liabilities

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

June 30,

December 31,

2017

2016

(Dollars in thousands)

Customer and escrow deposits

$ 37,156 $ 27,183

Warranty accrual

20,965 20,678

Accrued compensation and related expenses

20,127 27,830

Accrued interest

23,234 23,234

Land development and home construction accruals

7,009 8,695

Other accrued liabilities

39,708 36,946

Total accrued liabilities

$ 148,199 $ 144,566

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

June 30,

December 31,

2017

2016

(Dollars in thousands)

Insurance reserves

$ 41,705 $ 42,204

Accounts payable and other accrued liabilities

8,168 8,530

Total accounts payable and accrued liabilities

$ 49,873 $ 50,734

1 1 .

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.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

The table set forth below summarizes accrual, adjustment and payment activity related to our warranty accrual for the three and six months ended June 30, 2017 and 2016. For the six months ended June 30, 2017, we recorded adjustments to increase our warranty accrual of $0.1 million. No such adjustments were recorded during the three months ended June 30, 2017. For the three and six months ended June 30, 2016, we increased our warranty reserve by $0.3 million and $3.2 million, respectively. The adjustments made during 2016 were due to higher than expected recent warranty related expenditures.

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

Balance at beginning of period

$ 20,770 $ 16,852 $ 20,678 $ 15,328

Expense provisions

2,836 2,305 5,243 3,757

Cash payments

(2,641 ) (2,190 ) (5,006 ) (5,105 )

Adjustments

- 250 50 3,237

Balance at end of period

$ 20,965 $ 17,217 $ 20,965 $ 17,217

1 2 .

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 and six months ended June 30, 2017 and 2016. 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

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

Balance at beginning of period

$ 51,851 $ 46,379 $ 50,954 $ 45,811

Expense provisions

2,385 1,946 4,501 3,334

Cash payments, net of recoveries

(4,589 ) (1,425 ) (5,808 ) (2,245 )

Balance at end of period

$ 49,647 $ 46,900 $ 49,647 $ 46,900

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 and six months ended June 30, 2017 and 2016 are not necessarily indicative of what future cash payments will be for subsequent periods.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

1 3 .

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 34.7% and 36.4% for the three and six months ended June 30, 2017, respectively, compared to 33.5% and 33.4% for the three and six months ended June 30, 2016, respectively. The rates for the three and six months ended June 30, 2017 resulted in income tax expense of $18.0 million and $32.1 million, respectively, compared to income tax expense of $13.5 million and $18.3 million for the three and six months ended June 30, 2016. The year-over-year increase in our effective tax rate for the three months ended June 30, 2017 was primarily the result of our estimate of the full year effective tax rate for 2016 including an estimate for energy credits whereas our estimate for the 2017 full year includes no such energy credit as the credit has not been approved by the U.S. Congress. For the six months ended June 30, 2017, the year-over-year increase in our effective tax rate was due to the foregoing energy credits matter coupled with an establishment of a valuation allowance in the 2017 first quarter against certain state net operating loss carryforwards where realization was more uncertain at the time.

At June 30, 2017 and December 31, 2016 we had deferred tax assets, net of valuation allowances and deferred tax liabilities, of $62.4 million and $74.9 million, respectively. The valuation allowances were related to: (1) 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; and (2) the portion of the amount by which the carrying value of our Metro Bonds for tax purposes exceeds our carrying value for book purposes, as we believe realization of that portion is more uncertain at this time.

1 4 .

Senior Notes

The carrying value of our senior notes as of June 30, 2017 and December 31, 2016, net of any unamortized debt issuance costs or discount, were as follows:

June 30,

December 31,

2017

2016

(Dollars in thousands)

5⅝% Senior Notes due February 2020, net

$ 247,377 $ 246,915

5½% Senior Notes due January 2024, net

248,487 248,391

6% Senior Notes due January 2043, net

346,368 346,340

Total

$ 842,232 $ 841,646

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 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 and six months ended June 30, 2017 and 2016:

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands)

Stock option grants expense

$ 80 $ 2,643 $ 356 $ 5,293

Restricted stock awards expense

460 533 779 870

Performance share units expense

903 - 903 -

Total stock based compensation

$ 1,443 $ 3,176 $ 2,038 $ 6,163

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

On May 18, 2015, the Company granted a non-qualified stock option to each of the Chief Executive Officer and the Chief Operating Officer for 1,050,000 shares of common stock under the Company’s 2011 Equity Incentive Plan. The terms of each option provide that, over a five year period, one third of the option shares will vest as of each of the third, fourth, and fifth anniversary dates of the grant of the option; provided that all unvested option shares will vest immediately in the event the closing price of the Company’s stock, as reported by the New York Stock Exchange, in any 20 out of 30 consecutive trading days closes at a price equal to or greater than 120% of the closing price on the date of grant (the “market-based condition”). The option exercise price is equal to the closing price of the Company’s common stock on the date of grant, which was $27.10 and the expiration date of each option is May 18, 2025. In accordance with ASC 718, the market-based awards were assigned a fair value of $5.35 per share (total value of $11.2 million) on the date of grant using a Monte Carlo simulation model and, as calculated under that model, all expense was recorded on a straight-line basis through the end of the 2016 second quarter. Included in the stock option grant expense f or the three and six months ended June 30, 2016, shown in the table above, was $2.5 million and $5.0 million, respectively, of stock option grant expense related to these market-based option grants. During the 2017 second quarter, the market-based condition was achieved and, as a result, the shares fully vested and became exercisable.

On July 25, 2016 and June 20, 2017, the Company granted long term performance stock unit awards (“PSUs”) to each of the Chief Executive Officer (“CEO”), the Chief Operating Officer (“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 percentage (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% (“Threshold Goals”), 50% of the Target Goals will be earned. 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.

Threshold Goal

Target Goal

Maximum Goal

Maximum

Potential

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

Expense

to be

Recognized

CEO

July 1, 2016 July 1, 2015 52,500 105,000 210,000 $ 4,815

COO

July 25, 2016 to to $1.975 billion 52,500 $2.074 billion 105,000 $2.173 billion 210,000 $2.370 billion $ 22.93 4,815

CFO

June 30, 2019 June 30, 2016 13,125 26,250 52,500 1,204
$ 10,834

CEO

April 1, 2017 April 1, 2016 55,000 110,000 220,000 $ 6,802

COO

June 20, 2017 to to $2.426 billion 55,000 $2.547 billion 110,000 $2.669 billion 220,000 $2.911 billion $ 30.92 6,802

CFO

March 31, 2020 March 31, 2017 13,750 27,500 55,000 1,701
$ 15,305

In accordance with ASC 718, the PSUs were valued on the date of grant at their fair value. 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. As of June 30, 2017, the Company determined that achievement of the Threshold Goals was probable for the PSUs granted in 2016 and, as such, recorded share-based award expense of $0.9 million related to the awards. For the PSUs granted in 2017, the Company concluded that achievement of any of the performance metrics had not met the level of probability required to record compensation expense at that time and, as such, no expense related to the grant of these awards has been recognized as of June 30, 2017.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

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 June 30, 2017, we had outstanding surety bonds and letters of credit totaling $175.8 million and $64.6 million, respectively, including $31.8 million in letters of credit issued by HomeAmerican. The estimated cost to complete obligations related to these bonds and letters of credit were approximately $24.1 million and $32.3 million, respectively. All letters of credit as of June 30, 2017, 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 Reserves. 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. Our obligation with respect to Option Contracts is generally limited to forfeiture of the related deposits. At June 30, 2017, we had cash deposits and letters of credit totaling $14.5 million and $3.1 million, respectively, at risk associated with the option to purchase 5,090 lots.

17.

Derivative Financial Instruments

The derivative instruments we utilize in the normal course of business are interest rate lock commitments and forward sales of mortgage-backed securities, both of which typically are short-term in nature. Forward sales of mortgage-backed securities are utilized to hedge changes in fair value of our interest rate lock commitments as well as mortgage loans held-for-sale not under commitments to sell. For forward sales of 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 June 30, 2017, we had interest rate lock commitments with an aggregate principal balance of $110.7 million. Additionally, we had $18.6 million of mortgage loans held-for-sale at June 30, 2017 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 $106.0 million at June 30, 2017.

For the three and six months ended June 30, 2017, we recorded a net gain of $0.2 million and a net loss of $0.0 million, respectively, on our derivatives, compared to net gains on of $0.4 million and $1.0 million for the same periods in 2016.

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 has an aggregate commitment of $550 million (the “Commitment”) and was amended on December 18, 2015 to extend the maturity to December 18, 2020. Each lender may issue letters of credit in an amount up to 50% of its commitment. The facility permits an increase in the maximum Commitment amount to $1.0 billion upon our request, subject to receipt of additional commitments from existing or additional lenders and the consent of the designated agent and the co-administrative agent. As defined in the Revolving Credit Facility agreement, interest rates on outstanding borrowings are equal to the highest of (1) 0.0% or (2) a specified eurocurrency rate, federal funds effective rate or prime 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.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

The Revolving Credit Facility is fully and unconditionally guaranteed, jointly and severally, by most of our homebuilding segment subsidiaries. The facility contains various representations, warranties and covenants that we believe are customary for agreements of this type. The financial covenants include a consolidated tangible net worth test and a leverage test, along with a consolidated tangible net worth covenant, all as defined in the facility agreement. A failure to satisfy the foregoing tests does not constitute an event of default, but can trigger a “term-out” of the facility. A breach of the consolidated tangible net worth covenant (but not the consolidated tangible net worth test) 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 June 30, 2017.

We incur costs associated with unused commitment fees pursuant to the terms of the Revolving Credit Facility. At June 30, 2017 and December 31, 2016, there were $32.8 million and $23.0 million, respectively, in letters of credit outstanding, which reduced the amounts available to be borrowed under the Revolving Credit Facility. At both June 30, 2017 and December 31, 2016, we had $15.0 million outstanding under the Revolving Credit Facility. As of June 30, 2017, availability under the Revolving Credit Facility was approximately $502.2 million.

Mortgage Repurchase Facility. HomeAmerican entered into an Amended and Restated Master Repurchase Agreement (the “Mortgage Repurchase Facility”) with U.S. Bank National Association (“USBNA”), effective September 16, 2016 . The Mortgage Repurchase Facility amends and restates the prior Master Repurchase Agreement with USBNA dated as of November 12, 2008, as amended, which contained similar terms. The Mortgage Repurchase Facility increases the facility amount from $50 million to $75 million, extends the expiration date to September 15, 2017, adjusts the facility’s sublimits, expands the types of eligible loans, and reduces the facility fee. The Mortgage Repurchase Facility provides liquidity to HomeAmerican by providing for the sale of eligible mortgage loans to USBNA with an agreement by HomeAmerican to repurchase the mortgage loans at a future date. Until such mortgage loans are transferred back to HomeAmerican, the documents relating to such loans are held by USBNA, as custodian, pursuant to the Custody Agreement (“Custody Agreement”), dated as of November 12, 2008, by and between HomeAmerican and USBNA. 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 June 28, 2017 from $75 million to $100 million and was effective through July 27, 2017. The Mortgage Repurchase Facility also had a temporary increase in the maximum aggregate commitment from $75 million to $125 million from December 27, 2016 through January 25, 2017. At June 30, 2017 and December 31, 2016, HomeAmerican had $69.1 million and $114.5 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 June 30, 2017.

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

19.

Related Party Transactions

We contributed $1.5 million and $1.0 million in cash to the MDC/Richmond American Homes Foundation (the “Foundation”) during the six months ended June 30, 2017 and 2016, respectively. The Foundation is a Delaware non-profit corporation that was incorporated on September 30, 1999.

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 June 30, 2017, all of whom serve without compensation:

Name

MDC Title

Larry A. Mizel

Chairman and Chief Executive Officer

David D. Mandarich

President

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

See Note 6 for related party information regarding the Metro District.

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 Delaware, Inc.

Richmond American Homes of Florida, LP

Richmond American Homes of Illinois, Inc.

Richmond American Homes of Maryland, Inc.

Richmond American Homes of Nevada, Inc.

Richmond American Homes of New Jersey, Inc.

Richmond American Homes of Pennsylvania, Inc.

Richmond American Homes of Utah, Inc.

Richmond American Homes of Virginia, Inc.

Richmond American Homes of Washington, Inc.

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

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

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplemental Condensed Combining Balance Sheet

June 30, 2017

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

ASSETS

Homebuilding:

Cash and cash equivalents

$ 310,329 $ 4,485 $ - $ - $ 314,814

Marketable securities

65,268 - - - 65,268

Restricted cash

- 5,027 - - 5,027

Trade and other receivables

5,490 34,378 - (2,121 ) 37,747

Inventories:

Housing completed or under construction

- 909,911 - - 909,911

Land and land under development

- 846,825 - - 846,825

Total inventories

- 1,756,736 - - 1,756,736

Intercompany receivables

1,442,812 2,802 5,645 (1,451,259 ) -

Investment in subsidiaries

354,952 - - (354,952 ) -

Property and equipment, net

25,057 2,137 - - 27,194

Deferred tax asset, net

63,094 - - (648 ) 62,446

Metropolitan district bond securities (related party)

31,864 - - - 31,864

Prepaid and other assets

3,464 63,545 - - 67,009

Total homebuilding assets

2,302,330 1,869,110 5,645 (1,808,980 ) 2,368,105

Financial Services:

Cash and cash equivalents

- - 23,162 - 23,162

Marketable securities

- - 38,666 - 38,666

Intercompany receivables

- - 39,342 (39,342 ) -

Mortgage loans held-for-sale, net

- - 95,283 - 95,283

Other assets

- - 10,547 648 11,195

Total financial services assets

- - 207,000 (38,694 ) 168,306

Total Assets

$ 2,302,330 $ 1,869,110 $ 212,645 $ (1,847,674 ) $ 2,536,411

LIABILITIES AND EQUITY

Homebuilding:

Accounts payable

$ - $ 48,327 $ - $ - $ 48,327

Accrued liabilities

33,656 111,794 99 2,650 148,199

Advances and notes payable to parent and subsidiaries

47,789 1,412,036 27,016 (1,486,841 ) -

Revolving credit facility

15,000 - - - 15,000

Senior notes, net

842,232 - - - 842,232

Total homebuilding liabilities

938,677 1,572,157 27,115 (1,484,191 ) 1,053,758

Financial Services:

Accounts payable and other liabilities

- - 54,644 (4,771 ) 49,873

Advances and notes payable to parent and subsidiaries

- - 3,760 (3,760 ) -

Mortgage repurchase facility

- - 69,127 - 69,127

Total financial services liabilities

- - 127,531 (8,531 ) 119,000

Total Liabilities

938,677 1,572,157 154,646 (1,492,722 ) 1,172,758

Equity:

Total Stockholders' Equity

1,363,653 296,953 57,999 (354,952 ) 1,363,653

Total Liabilities and Stockholders' Equity

$ 2,302,330 $ 1,869,110 $ 212,645 $ (1,847,674 ) $ 2,536,411

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplemental Co ndensed Combining Balance Sheet

December 31, 2016

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

ASSETS

Homebuilding:

Cash and cash equivalents

$ 255,679 $ 3,408 $ - $ - $ 259,087

Marketable securities

59,770 - - - 59,770

Restricted cash

- 3,778 - - 3,778

Trade and other receivables

5,380 39,247 - (2,135 ) 42,492

Inventories:

Housing completed or under construction

- 874,199 - - 874,199

Land and land under development

- 884,615 - - 884,615

Total inventories

- 1,758,814 - - 1,758,814

Intercompany receivables

1,475,291 2,803 5,289 (1,483,383 ) -

Investment in subsidiaries

295,214 - - (295,214 ) -

Property and equipment, net

25,495 2,546 - - 28,041

Deferred tax assets, net

74,119 - - 769 74,888

Metropolitan district bond securities (related party)

30,162 - - - 30,162

Other assets

5,267 55,196 - - 60,463

Total Homebuilding Assets

2,226,377 1,865,792 5,289 (1,779,963 ) 2,317,495

Financial Services:

Cash and cash equivalents

- - 23,822 - 23,822

Marketable securities

- - 36,436 - 36,436

Intercompany receivables

- - 40,042 (40,042 ) -

Mortgage loans held-for-sale, net

- - 138,774 - 138,774

Other assets

- - 12,831 (769 ) 12,062

Total Financial Services Assets

- - 251,905 (40,811 ) 211,094

Total Assets

$ 2,226,377 $ 1,865,792 $ 257,194 $ (1,820,774 ) $ 2,528,589

LIABILITIES AND EQUITY

Homebuilding:

Accounts payable

$ - $ 42,088 $ - $ - $ 42,088

Accrued liabilities

1,527 136,615 143 6,281 144,566

Advances and notes payable to parent and subsidiaries

48,134 1,445,276 26,266 (1,519,676 ) -

Revolving credit facility

15,000 - - - 15,000

Senior notes, net

841,646 - - - 841,646

Total Homebuilding Liabilities

906,307 1,623,979 26,409 (1,513,395 ) 1,043,300

Financial Services:

Accounts payable and accrued liabilities

- - 59,150 (8,416 ) 50,734

Advances and notes payable to parent and subsidiaries

- - 3,749 (3,749 ) -

Mortgage repurchase facility

- - 114,485 - 114,485

Total Financial Services Liabilities

- - 177,384 (12,165 ) 165,219

Total Liabilities

906,307 1,623,979 203,793 (1,525,560 ) 1,208,519

Equity:

Total Stockholders' Equity

1,320,070 241,813 53,401 (295,214 ) 1,320,070

Total Liabilities and Stockholders' Equity

$ 2,226,377 $ 1,865,792 $ 257,194 $ (1,820,774 ) $ 2,528,589

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplementa l Condensed Combining Statement of Operations

Three Months Ended June 30, 2017

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

Homebuilding:

Revenues

$ - $ 648,971 $ - $ - $ 648,971

Cost of sales

- (540,279 ) - - (540,279 )

Inventory impairments

- - - - -

Gross margin

- 108,692 - - 108,692

Selling, general, and administrative expenses

(12,233 ) (58,284 ) - (192 ) (70,709 )

Equity income of subsidiaries

40,109 - - (40,109 ) -

Interest and other income

2,332 666 3 (154 ) 2,847

Other expense

8 (674 ) - - (666 )

Other-than-temporary impairment of marketable securities

(1 ) - - - (1 )

Homebuilding pretax income (loss)

30,215 50,400 3 (40,455 ) 40,163

Financial Services:

Financial services pretax income

- - 11,385 346 11,731

Income before income taxes

30,215 50,400 11,388 (40,109 ) 51,894

(Provision) benefit for income taxes

3,656 (17,479 ) (4,200 ) - (18,023 )

Net income

$ 33,871 $ 32,921 $ 7,188 $ (40,109 ) $ 33,871

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

1,944 - 456 (456 ) 1,944

Comprehensive income

$ 35,815 $ 32,921 $ 7,644 $ (40,565 ) $ 35,815

Three Months Ended June 30, 2016

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

Homebuilding:

Revenues

$ - $ 571,511 $ - $ - $ 571,511

Cost of sales

- (476,052 ) - - (476,052 )

Inventory impairments

- (1,600 ) - - (1,600 )

Gross margin

- 93,859 - - 93,859

Selling, general, and administrative expenses

(11,228 ) (53,024 ) - (188 ) (64,440 )

Equity income of subsidiaries

32,909 - - (32,909 ) -

Interest and other income

2,020 423 2 108 2,553

Interest expense

- - - - -

Other expense

(1 ) (277 ) - - (278 )

Other-than-temporary impairment of marketable securities

(288 ) - - - (288 )

Homebuilding pretax income (loss)

23,412 40,981 2 (32,989 ) 31,406

Financial Services:

Financial services pretax income

- - 8,972 80 9,052

Income before income taxes

23,412 40,981 8,974 (32,909 ) 40,458

(Provision) benefit for income taxes

3,501 (13,746 ) (3,300 ) - (13,545 )

Net income

$ 26,913 $ 27,235 $ 5,674 $ (32,909 ) $ 26,913

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

895 - 371 (371 ) 895

Comprehensive income

$ 27,808 $ 27,235 $ 6,045 $ (33,280 ) $ 27,808

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplementa l Condensed Combining Statement of Operations

Six Months Ended June 30, 2017

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

Homebuilding:

Revenues

$ - $ 1,212,697 $ - $ - $ 1,212,697

Home and land cost of sales

- (1,009,432 ) - - (1,009,432 )

Inventory impairments

- (4,850 ) - - (4,850 )

Gross margin

- 198,415 - - 198,415

Selling, general, and administrative expenses

(24,628 ) (112,005 ) - (374 ) (137,007 )

Equity income of subsidiaries

69,140 - - (69,140 ) -

Interest and other income

4,008 1,340 4 (178 ) 5,174

Other expense

16 (1,033 ) - - (1,017 )

Other-than-temporary impairment of marketable securities

(51 ) - - - (51 )

Homebuilding pretax income (loss)

48,485 86,717 4 (69,692 ) 65,514

Financial Services:

Financial services pretax income

- - 22,188 552 22,740

Income before income taxes

48,485 86,717 22,192 (69,140 ) 88,254

(Provision) benefit for income taxes

7,635 (31,574 ) (8,195 ) - (32,134 )

Net income

$ 56,120 $ 55,143 $ 13,997 $ (69,140 ) $ 56,120

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

3,930 - 1,290 (1,290 ) 3,930

Comprehensive income

$ 60,050 $ 55,143 $ 15,287 $ (70,430 ) $ 60,050

Six Months Ended June 30, 2016

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

Homebuilding:

Revenues

$ - $ 968,255 $ - $ - $ 968,255

Home and land cost of sales

- (807,441 ) (300 ) - (807,741 )

Inventory impairments

- (1,600 ) - - (1,600 )

Gross margin

- 159,214 (300 ) - 158,914

Selling, general, and administrative expenses

(23,330 ) (97,040 ) - (347 ) (120,717 )

Equity income of subsidiaries

50,279 - - (50,279 ) -

Interest and other income

2,492 1,152 3 (158 ) 3,489

Other expense

(3 ) (902 ) - - (905 )

Other-than-temporary impairment of marketable securities

(719 ) - - - (719 )

Homebuilding pretax income (loss)

28,719 62,424 (297 ) (50,784 ) 40,062

Financial Services:

Financial services pretax income

- - 14,164 505 14,669

Income before income taxes

28,719 62,424 13,867 (50,279 ) 54,731

(Provision) benefit for income taxes

7,757 (20,822 ) (5,190 ) - (18,255 )

Net income

$ 36,476 $ 41,602 $ 8,677 $ (50,279 ) $ 36,476

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

2,843 - 370 (370 ) 2,843

Comprehensive income

$ 39,319 $ 41,602 $ 9,047 $ (50,649 ) $ 39,319

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplementa l Condensed Combining Statement of Cash Flows

Six Months Ended June 30, 2017

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

Net cash provided by (used in) operating activities

$ 32,086 $ 34,505 $ 54,296 $ - $ 120,887

Net cash provided by (used in) investing activities

41,069 (88 ) (59 ) (42,879 ) (1,957 )

Financing activities:

Payments from (advances to) subsidiaries

- (33,340 ) (9,539 ) 42,879 -

Mortgage repurchase facility

- - (45,358 ) - (45,358 )

Dividend payments

(25,809 ) - - - (25,809 )

Proceeds from exercise of stock options

7,304 - - - 7,304

Net cash provided by (used in) financing activities

(18,505 ) (33,340 ) (54,897 ) 42,879 (63,863 )

Net increase in cash and cash equivalents

54,650 1,077 (660 ) - 55,067

Cash and cash equivalents:

Beginning of period

255,679 3,408 23,822 - 282,909

End of period

$ 310,329 $ 4,485 $ 23,162 $ - $ 337,976

Six Months Ended June 30, 2016

Non-

Guarantor

Guarantor

Eliminating

Consolidated

MDC

Subsidiaries

Subsidiaries

Entries

MDC

(Dollars in thousands)

Net cash provided by (used in) operating activities

$ 17,988 $ (45,748 ) $ 5,674 $ - $ (22,086 )

Net cash provided by (used in) investing activities

(6,756 ) (1,132 ) (2,967 ) 43,077 32,222

Financing activities:

Payments from (advances to) subsidiaries

- 47,816 (4,739 ) (43,077 ) -

Mortgage repurchase facility

- - 4,686 - 4,686

Dividend payments

(24,504 ) - - - (24,504 )

Proceeds from the exercise of stock options

- - - - -

Net cash provided by (used in) financing activities

(24,504 ) 47,816 (53 ) (43,077 ) (19,818 )

Net increase in cash and cash equivalents

(13,272 ) 936 2,654 - (9,682 )

Cash and cash equivalents:

Beginning of period

141,245 3,097 36,646 - 180,988

End of period

$ 127,973 $ 4,033 $ 39,300 $ - $ 171,306

ITEM 2.     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 Unaudited Consolidated Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are based upon management’s experiences, observations, and analyses. 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" of our Annual Report on Form 10-K for the year ended December 31, 2016 and this Quarterly Report on Form 10-Q .

Three Months Ended

Six Months Ended

June 30,

June 30,

2017

2016

2017

2016

(Dollars in thousands, except per share amounts)

Homebuilding:

Home sale revenues

$ 647,620 $ 571,195 $ 1,211,099 $ 965,615

Land sale revenues

1,351 316 1,598 2,640

Total home and land sale revenues

648,971 571,511 1,212,697 968,255

Home cost of sales

(539,077 ) (475,836 ) (1,008,019 ) (805,862 )

Land cost of sales

(1,202 ) (216 ) (1,413 ) (1,879 )

Inventory impairments

- (1,600 ) (4,850 ) (1,600 )

Total cost of sales

(540,279 ) (477,652 ) (1,014,282 ) (809,341 )

Gross margin

108,692 93,859 198,415 158,914

Gross margin %

16.7 % 16.4 % 16.4 % 16.4 %

Selling, general and administrative expenses

(70,709 ) (64,440 ) (137,007 ) (120,717 )

Interest and other income

2,847 2,553 5,174 3,489

Other expense

(666 ) (278 ) (1,017 ) (905 )

Other-than-temporary impairment of marketable securities

(1 ) (288 ) (51 ) (719 )

Homebuilding pretax income

40,163 31,406 65,514 40,062

Financial Services:

Revenues

19,073 15,823 37,052 26,840

Expenses

(8,500 ) (7,543 ) (16,398 ) (13,784 )

Interest and other income

1,238 772 2,217 1,613

Other-than-temporary impairment of marketable securities

(80 ) - (131 ) -

Financial services pretax income

11,731 9,052 22,740 14,669

Income before income taxes

51,894 40,458 88,254 54,731

Provision for income taxes

(18,023 ) (13,545 ) (32,134 ) (18,255 )

Net income

$ 33,871 $ 26,913 $ 56,120 $ 36,476

Earnings per share:

Basic

$ 0.65 $ 0.52 $ 1.09 $ 0.71

Diluted

$ 0.64 $ 0.52 $ 1.07 $ 0.71

Weighted average common shares outstanding:

Basic

51,514,309 51,293,917 51,428,079 51,281,643

Diluted

52,444,123 51,304,829 52,065,968 51,291,359

Dividends declared per share

$ 0.25 $ 0.24 $ 0.50 $ 0.48

Cash provided by (used in):

Operating Activities

$ 27,001 $ (7,101 ) $ 120,887 $ (22,086 )

Investing Activities

$ (457 ) $ 19,048 $ (1,957 ) $ 32,222

Financing Activities

$ (8,630 ) $ 20,824 $ (63,863 ) $ (19,818 )

Overview

Industry Conditions

The homebuilding industry has continued to be supported by robust economic fundamentals such as strong consumer confidence and improving levels of employment and personal income. These conditions, in addition to improvements in household formation and a low supply of new homes, drove favorable operating conditions for homebuilders in many markets. Despite three Federal Reserve interest rate increases since December 2016, mortgage interest rates have remained near historical lows, supporting affordability for new home purchases. Furthermore, many builders in the industry continue to focus on new, more affordable home plans designed to capture increasing demand from first-time homebuyers.

Three Months Ended June 30, 2017

For the three months ended June 30, 2017, our net income was $33.9 million, or $0.64 per diluted share, a 26% increase compared to net income of $26.9 million, or $0.52 per diluted share, for the same period in the prior year. The increase was primarily driven by an improvement in home sale revenues of 13%, a 40 basis point improvement in our gross margin from home sale revenues percentage, and a 40 basis point improvement in our selling, general and administrative (“SG&A”) expenses as a percentage of home sale revenues (“SG&A rate”), slightly offset by a 120 basis point increase in our effective tax rate.

Home sale revenues were up from $571.2 million in the 2016 second quarter to $647.6 million in the 2017 second quarter. This $76.4 million improvement was primarily the result of an 11% increase in the number of homes delivered and, to a lesser extent, a 2% increase in our average selling price. Our improvement in the number of homes delivered was the result of an 8% year-over-year increase in our beginning homes in backlog and a stronger backlog conversion rate.

The dollar value of net new home orders decreased 2% from the prior year period, driven by a 4% decline in average active communities from 165 in the 2016 second quarter to 158 in the same period in the current year. The impact of the decrease in average active communities was partially offset by a slight improvement in our monthly sales absorption pace from 3.34 in the 2016 second quarter to 3.41 for the 2017 second quarter.

Six Months Ended June 30, 2017

For the six months ended June 30, 2017, our net income was $56.1 million, or $1.07 per diluted share, a 54% increase compared to net income of $36.5 million, or $0.71 per diluted share, for the same period in the prior year. The increase was primarily driven by an improvement in home sale revenues of 25% and a 120 basis point improvement in our SG&A rate, slightly offset by a $3.3 million increase in inventory impairments.

Outlook *

We ended the second quarter with our active community count down 4% year-over-year, in part due to the strong rate of sales activity we experienced over the past year. However, we have made significant progress in the process of adding new communities to our operations. In the second quarter alone, we approved more than 3,300 lots for acquisition, far exceeding the activity for any other quarter over the past three years. We believe that the increase in approval activity gives us the opportunity to increase our active community count by the end of 2017, relative to our active community count at the end of the second quarter.

We continue to see robust demand for our new more affordable homes, which are generally smaller and less complex to build. We anticipate that these homes will become a larger percentage of our deliveries as the year progresses and this percentage should continue to increase in 2018. The positive response to these homes reinforces our belief that the first-time homebuyer may drive growth in new home sales nationwide. Although overall economic conditions remain strong, there remains substantial uncertainty surrounding how the policies of the new presidential administration will impact the homebuilding industry.

We ended the 2017 second quarter with overall liquidity of nearly $1.0 billion and no senior note maturities until 2020. We believe that our financial position at June 30, 2017 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" below.

Homebuilding

Pretax Income

Three Months Ended

Six Months Ended

June 30,

Change

June 30,

Change

2017

2016

Amount

%

2017

2016

Amount

%

(Dollars in thousands)

West

$ 21,134 $ 15,740 $ 5,394 34 % $ 36,589 $ 25,438 $ 11,151 44 %

Mountain

24,541 20,748 3,793 18 % 42,771 30,832 11,939 39 %

East

4,734 4,500 234 5 % 7,376 5,867 1,509 26 %

Corporate

(10,246 ) (9,582 ) (664 ) 7 % (21,222 ) (22,075 ) 853 (4) %

Total homebuilding pretax income

$ 40,163 $ 31,406 $ 8,757 28 % $ 65,514 $ 40,062 $ 25,452 64 %

Homebuilding pretax income for the 2017 second quarter was $40.2 million, an increase of $8.8 million from $31.4 million for the same period in the prior year. The increase was primarily attributable to (1) a 13% increase in home sale revenues, (2) a 40 basis point improvement in our gross margin from home sale revenues percentage, driven by slight year-over-year improvements in each of our homebuilding segments and a higher percentage of homes delivered in our West and Mountain segments, which have higher gross margin from home sale revenues percentages, and (3) a 40 basis point improvement in our SG&A rate. The year-over-year increases in pretax income for each of our West and Mountain segments were driven primarily by higher home sale revenues of 20% and 17%, respectively. Our West segment also benefited from an improvement in its SG&A rate. Our East segment had a significant decline in general and administrative expenses, primarily due to a decrease in headcount, which was mostly offset by a 9% decrease in home sale revenues. The pretax loss for our Corporate segment increased from the prior year primarily as a result of an increase in compensation expenses mostly due to an increase in headcount.

For the six months ended June 30, 2017, we recorded homebuilding pretax income of $65.5 million, compared to $40.1 million for the same period in the prior year, an increase of $25.5 million, or 64%. The increase was primarily attributable to a 25% increase in home sale revenues and a 120 basis point improvement in our SG&A rate, partly offset by $4.9 million in inventory impairments. The year-over-year increases in pretax income for our West and Mountain segments were driven primarily by higher home sale revenues of 37% and 21%, respectively. Our West and East segment benefited from improvements in their SG&A rates, which was the primary driver of the increase in pretax income for our East segment. The improvement in our West segment, however, was negatively impacted by $4.1 million of inventory impairments taken in the 2017 first quarter. 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 from investments and a decrease in stock-based compensation expense.

Assets

June 30,

December 31,

Change

2017

2016

Amount

%

(Dollars in thousands)

West

$ 1,005,590 $ 1,035,033 $ (29,443 ) (3) %

Mountain

630,621 571,139 59,482 10 %

East

230,096 256,816 (26,720 ) (10) %

Corporate

501,798 454,507 47,291 10 %

Total homebuilding assets

$ 2,368,105 $ 2,317,495 $ 50,610 2 %

Total homebuilding assets increased at June 30, 2017 compared to December 31, 2016. In our Mountain segment, the increase was driven by (1) higher land and land under development balances due to strong land acquisition activity during the six months ended June 30, 2017, and (2) a higher number of homes completed or under construction as result of an increase in backlog under construction. For our West segment, the decline in total homebuilding assets was primarily due to the timing of land acquisition activity during the six months ended June 30, 2017. The reduction in assets in our East segment is due to reduced land acquisition activity as our returns in our Maryland and Virginia markets have been lower than the returns we expect to realize. Assets for our Corporate segment increased primarily as a result of an increase in cash and cash equivalents that was driven by positive operating results.

Home and Land Sale Revenues

June 30,

Change

June 30,

Change

2017

2016

Amount

%

2017

2016

Amount

%

(Dollars in thousands)

West

$ 323,758 $ 270,031 $ 53,727 20 % $ 632,837 $ 461,406 $ 171,431 37 %

Mountain

224,356 190,334 34,022 18 % 397,492 328,158 69,334 21 %

East

100,857 111,146 (10,289 ) (9) % 182,368 178,691 3,677 2 %

Total home and land sale revenues

$ 648,971 $ 571,511 $ 77,460 14 % $ 1,212,697 $ 968,255 $ 244,442 25 %

For the 2017 second quarter, home and land sale revenues increased $77.5 million year-over-year to $649.0 million. For the six months ended June 30, 2017 home and land sale revenues increased $244.4 million from the same period in the prior year to $1.21 billion. The increases for both the three and six months ended June 30, 2017 compared to the same periods in the prior year were driven by increases in new home deliveries of 11% and 22%, respectively.

New Home Deliveries

Three Months Ended June 30,

2017

2016

% Change

Homes

Dollar
Value

Average

Price

Homes

Dollar
Value

Average

Price

Homes

Dollar
Value

Average

Price

(Dollars in thousands)

Arizona

212 $ 68,943 $ 325.2 201 $ 60,976 $ 303.4 5 % 13 % 7 %

California

210 131,746 627.4 192 117,985 614.5 9 % 12 % 2 %

Nevada

215 75,687 352.0 148 51,834 350.2 45 % 46 % 1 %

Washington

91 47,382 520.7 85 39,236 461.6 7 % 21 % 13 %

West

728 323,758 444.7 626 270,031 431.4 16 % 20 % 3 %

Colorado

414 203,141 490.7 353 172,100 487.5 17 % 18 % 1 %

Utah

48 19,864 413.8 51 17,935 351.7 (6) % 11 % 18 %

Mountain

462 223,005 482.7 404 190,035 470.4 14 % 17 % 3 %

Maryland

64 27,760 433.8 83 41,639 501.7 (23 )% (33) % (14) %

Virginia

53 32,365 610.7 75 38,623 515.0 (29) % (16) % 19 %

Florida

105 40,732 387.9 84 30,867 367.5 25 % 32 % 6 %

East

222 100,857 454.3 242 111,129 459.2 (8) % (9) % (1) %

Total

1,412 $ 647,620 $ 458.7 1,272 $ 571,195 $ 449.1 11 % 13 % 2 %

Six Months Ended June 30,

2017

2016

% Change

Homes

Dollar
Value

Average

Price

Homes

Dollar
Value

Average

Price

Homes

Dollar
Value

Average

Price

(Dollars in thousands)

Arizona

400 $ 124,619 $ 311.5 361 $ 106,038 $ 293.7 11 % 18 % 6 %

California

439 268,229 611.0 317 193,515 610.5 38 % 39 % 0 %

Nevada

402 141,820 352.8 255 90,260 354.0 58 % 57 % (0) %

Washington

192 98,170 511.3 159 71,593 450.3 21 % 37 % 14 %

West

1,433 632,838 441.6 1,092 461,406 422.5 31 % 37 % 5 %

Colorado

750 363,328 484.4 602 293,675 487.8 25 % 24 % (1) %

Utah

81 32,568 402.1 90 32,510 361.2 (10) % 0 % 11 %

Mountain

831 395,896 476.4 692 326,185 471.4 20 % 21 % 1 %

Maryland

99 44,363 448.1 117 57,445 491.0 (15) % (23) % (9) %

Virginia

103 58,894 571.8 115 58,777 511.1 (10) % 0 % 12 %

Florida

202 79,108 391.6 163 61,802 379.2 24 % 28 % 3 %

East

404 182,365 451.4 395 178,024 450.7 2 % 2 % 0 %

Total

2,668 $ 1,211,099 $ 453.9 2,179 $ 965,615 $ 443.1 22 % 25 % 2 %

For both the three and six months ended June 30, 2017, most of our markets experienced year-over-year increases in the number of homes delivered due primarily to year-over-year improvements in the number of units in backlog to begin each period and/or improved backlog conversion rates. The improvements in our consolidated backlog conversion rates were driven by improving conversion rates in certain of our larger markets, specifically, Arizona, Nevada and Colorado. Through the first six months of 2017, our build-to-order cycle times have improved, notably in our Colorado market, helping to drive the better backlog conversion rates. However, as cycle times remain high in many of our markets and as a result of having historically low levels of unsold homes available to sell and close within the upcoming quarter, we will likely continue to experience lower seasonal backlog conversion rates relative to same-quarter historic averages for the foreseeable future. Furthermore, we expect our backlog conversion rate for the 2017 third quarter to be negatively impacted as a result of a floor joist recall, which was announced by the floor joist manufacturer at the beginning of the 2017 third quarter and impacts certain homes under construction in our Colorado market. See "Forward-Looking Statements" below.

Our average selling price of homes delivered for both the three and six months ended June 30, 2017 improved slightly as price increases implemented in many of our markets were partially offset by a higher percentage of our deliveries coming from our new more affordable homes. For both the three and six months ended June 30, 2017 our Washington, Utah and Virginia markets experienced the highest percentage increases in average selling prices driven by a combination of price increases and a shift in the mix of homes delivered to higher priced communities. Our Maryland market was the only market that experienced year-over-year declines in average selling price for both the three and six months ended June 30, 2017 as a result of a shift in mix to lower priced communities.

Gross Margin

Our gross margin from home sales percentage for the three months ended June 30, 2017 increased year-over-year from 16.4% to 16.8%. Our 2016 second quarter included $1.6 million, or 30 basis points, in inventory impairments while our 2017 second quarter included no such impairments.

Our gross margin from home sales percentage for the six months ended June 30, 2107 was flat year-over-year at 16.4%. The six months ended June 30, 2017 included $4.9 million of inventory impairments while the same period in 2016 included $1.6 million of inventory impairments and $3.2 million of adjustments to increase our warranty accrual.

Inventory Impairments

Impairments of homebuilding inventory by segment for the three months and six months ended June 30, 2017 and 2016 are shown in the table below.

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

2017

2016

(Dollars in thousands)

West

$ - $ 1,400 $ 4,100 $ 1,400

Mountain

- - - -

East

- 200 750 200

Total Inventory Impairments

$ - $ 1,600 $ 4,850 $ 1,600

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, 2017

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

June 30, 2017

35 $ - $ - - N/A

March 31, 2016

14 $ - $ - - N/A

June 30, 2016

17 $ 1,600 $ 6,415 2 12% to 15%

Selling, General and Administrative Expenses

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

Change

2017

2016

Change

(Dollars in thousands)

General and administrative expenses

$ 32,292 $ 31,414 $ 878 $ 64,661 $ 62,880 $ 1,781

General and administrative expense as a percentage of home sale revenues

5.0 % 5.5 %

(50) bps

5.3 % 6.5 %

(120) bps

Marketing expenses

$ 16,976 $ 14,433 $ 2,543 $ 32,100 $ 26,466 $ 5,634

Marketing expenses as a percentage of home sale revenues

2.6 % 2.5 %

10 bps

2.7 % 2.7 %

0 bps

Commissions expenses

$ 21,441 $ 18,593 $ 2,848 $ 40,246 $ 31,371 $ 8,875

Commissions expenses as a percentage of home sale revenues

3.3 % 3.3 %

0 bps

3.3 % 3.2 %

10 bps

Total selling, general and administrative expenses

$ 70,709 $ 64,440 $ 6,269 $ 137,007 $ 120,717 $ 16,290

Total selling, general and administrative expenses as a percentage of home sale revenues

10.9 % 11.3 %

(40) bps

11.3 % 12.5 %

(120) bps

For the three and six months ended June 30, 2017, the increases in our general and administrative expenses were primarily due to increased compensation-related expenses driven by higher average headcount. Despite the increases in our general and administrative expenses, our SG&A rates improved year-over-year by 40 basis points and 120 basis points for the three and six months ended June 30, 2017, respectively. The improvements in our SG&A rates were driven primarily by an increased ability to leverage our fixed overhead as a result of our 13% and 25% year-over-year increases in home sale revenues for the three and six months ended June 30, 2017, respectively.

Our commissions expenses are variable with home sale revenues. As such, the year-over-year increases in home sale revenues drove the changes in commissions expenses year-over-year for both periods presented. The increases in marketing expenses were partially attributable to the growth new home deliveries. In addition, increased model costs per home delivered and higher headcount drove the year-over-year increases in marketing costs.

Other Homebuilding Operating Data

Net New Orders:

Three Months Ended June 30,

2017

2016

% Change

Homes

Dollar
Value

Average Price

Monthly Absorption Rate *

Homes

Dollar Value

Average Price

Monthly Absorption Rate *

Homes

Dollar Value

Average Price

Monthly Absorption Rate

(Dollars in thousands)

Arizona

230 $ 75,049 $ 326.3 2.89 236 $ 70,699 $ 299.6 2.62 (3) % 6 % 9 % 10 %

California

234 143,208 612.0 4.59 308 177,934 577.7 5.33 (24) % (20) % 6 % (14) %

Nevada

267 92,407 346.1 4.45 230 80,263 349.0 3.48 16 % 15 % (1) % 28 %

Washington

127 68,876 542.3 4.34 118 55,934 474.0 3.42 8 % 23 % 14 % 27 %

West

858 379,540 442.4 3.90 892 384,830 431.4 3.59 (4) % (1) % 3 % 9 %

Colorado

458 215,472 470.5 3.59 413 192,543 466.2 4.02 11 % 12 % 1 % (11) %

Utah

67 29,046 433.5 3.19 77 28,057 364.4 3.21 (13) % 4 % 19 % (1) %

Mountain

525 244,518 465.7 3.54 490 220,600 450.2 3.87 7 % 11 % 3 % (9) %

Maryland

32 14,819 463.1 1.19 69 31,918 462.6 1.67 (54) % (54) % 0 % (29 )%

Virginia

63 32,790 520.5 4.20 73 36,892 505.4 2.95 (14) % (11) % 3 % 42 %

Florida

120 38,940 324.5 2.05 122 48,236 395.4 2.32 (2) % (19) % (18) % (12) %

East

215 86,549 402.6 2.14 264 117,046 443.4 2.23 (19) % (26) % (9) % (4) %

Total

1,598 $ 710,607 $ 444.7 3.41 1,646 $ 722,476 $ 438.9 3.34 (3) % (2) % 1 % 2 %

Six Months Ended June 30,

2017

2016

% Change

Homes

Dollar
Value

Average Price

Monthly Absorption Rate *

Homes

Dollar Value

Average Price

Monthly Absorption Rate *

Homes

Dollar Value

Average Price

Monthly Absorption Rate

(Dollars in thousands)

Arizona

446 $ 143,119 $ 320.9 2.86 459 $ 139,785 $ 304.5 2.49 (3) % 2 % 5 % 15 %

California

477 298,621 626.0 4.31 537 321,162 598.1 4.54 (11) % (7) % 5 % (5) %

Nevada

562 192,898 343.2 4.65 459 160,074 348.7 3.57 22 % 21 % (2 )% 30 %

Washington

266 144,368 542.7 4.14 242 116,073 479.6 3.17 10 % 24 % 13 % 31 %

West

1,751 779,006 444.9 3.88 1,697 737,094 434.4 3.34 3 % 6 % 2 % 16 %

Colorado

959 456,162 475.7 3.93 906 428,747 473.2 4.11 6 % 6 % 1 % (4) %

Utah

123 52,616 427.8 2.52 143 52,629 368.0 3.03 (14) % (0) % 16 % (17) %

Mountain

1,082 508,778 470.2 3.69 1,049 481,376 458.9 3.92 3 % 6 % 2 % (6) %

Maryland

83 37,189 448.1 1.49 158 74,068 468.8 2.09 (47) % (50) % (4) % (29) %

Virginia

127 67,229 529.4 3.61 158 81,036 512.9 3.07 (20) % (17) % 3 % 18 %

Florida

251 91,117 363.0 2.20 230 96,279 418.6 2.42 9 % (5) % (13) % (9) %

East

461 195,535 424.2 2.25 546 251,383 460.4 2.46 (16) % (22) % (8) % (9) %

Total

3,294 $ 1,483,319 $ 450.3 3.47 3,292 $ 1,469,853 $ 446.5 3.30 0 % 1 % 1 % 5 %

* Calculated as total net new orders in period ÷ average active communities during period ÷ number of months in period

For both the three and six months ended June 30, 2017, the dollar value of net new orders was consistent with the same periods in the prior year as homes sold and the average selling price were relatively flat year-over-year for each period.

For each period in the current year, our California, Maryland and Virginia markets each experienced year-over-year declines in average active communities, driving the number of homes sold down. The reduced community count in our Virginia market was somewhat offset by robust year-over-year improvement in our monthly sales absorption pace as we experienced improving demand for our higher density products. Net new orders were up year-over-year in both periods in our Colorado market as a result of significant year-over-year improvements in community count. Our Washington market, which has one of the lowest housing inventory supplies in the country, realized significant year-over-year improvements in monthly sales absorption rates in both periods while still driving price increases in existing communities. In our Nevada market, the year-over-year increases in absorption rates were driven by strong demand for our new communities that we have opened over the past twelve months. While our Nevada and Colorado markets had relatively flat year-over-year average selling prices, we did see notable price appreciation in many existing communities that was offset by the impact of sales of more affordable homes. Florida was the only market to experience a decline in average selling price in both periods mostly the result of a shift in mix in lower priced communities.

Active Subdivisions:

Average Active Subdivisions

Average Active Subdivisions

Active Subdivisions

Three Months Ended

Six Months Ended

June 30,

%

June 30,

%

June 30,

%

2017

2016

Change

2017

2016

Change

2017

2016

Change

Arizona

26 30 (13) % 27 30 (10) % 26 31 (16) %

California

17 20 (15) % 17 19 (11) % 18 20 (10) %

Nevada

18 22 (18) % 20 22 (9) % 20 21 (5) %

Washington

9 10 (10) % 10 12 (17) % 11 13 (15) %

West

70 82 (15) % 74 83 (11) % 75 85 (12) %

Colorado

44 28 57 % 43 34 26 % 41 37 11 %

Utah

6 8 (25) % 7 8 (13) % 8 8 0 %

Mountain

50 36 39 % 50 42 19 % 49 45 9 %

Maryland

9 13 (31) % 9 14 (36) % 9 13 (31) %

Virginia

5 9 (44) % 5 8 (38) % 6 9 (33) %

Florida

19 19 0 % 20 18 11 % 19 16 19 %

East

33 41 (20) % 34 40 (15) % 34 38 (11) %

Total

153 159 (4) % 158 165 (4) % 158 168 (6) %

At June 30, 2017, we had 153 active subdivisions, a 4% decrease from June 30, 2016. For Colorado, the increase was due to increased land acquisition activity during the past twelve months. In Virginia and Maryland, we have tempered our land acquisition activity over the past two years as our recent returns in these markets have been lower than returns we expect to realize. For all remaining markets, the year-over-year changes were primarily driven by the timing of opening new communities versus closing out older ones. Furthermore, over the past couple of quarters, we have substantially increased our land approval activity, with our second quarter alone including the approval of more than 3,300 lots for acquisition, far exceeding the activity for any other quarter over the past three years.

Cancellation Rate:

Cancellations As a Percentage of Homes in Beginning Backlog

Cancellations As a Percentage of Gross Sales*

Three Months Ended June 30,

Change in

Three Months Ended June 30,

Change in

Six Months Ended June 30,

Change in

2017

2016

Percentage

2017

2016

Percentage

2017

2016

Percentage

Arizona

13 % 20 % (7 )% 16 % 25 % (9 )% 18 % 23 % (5 )%

California

12 % 16 % (4 )% 20 % 19 % 1 % 20 % 19 % 1 %

Nevada

8 % 13 % (5 )% 11 % 15 % (4 )% 11 % 14 % (3 )%

Washington

8 % 10 % (2 )% 14 % 16 % (2 )% 17 % 17 % 0 %

West

10 % 15 % (5 )% 16 % 19 % (3 )% 16 % 19 % (3 )%

Colorado

8 % 11 % (3 )% 16 % 22 % (6 )% 17 % 18 % (1 )%

Utah

17 % 13 % 4 % 25 % 18 % 7 % 22 % 19 % 3 %

Mountain

9 % 11 % (2 )% 17 % 22 % (5 )% 18 % 18 % 0 %

Maryland

18 % 17 % 1 % 37 % 27 % 10 % 31 % 23 % 8 %

Virginia

12 % 11 % 1 % 19 % 18 % 1 % 21 % 16 % 5 %

Florida

11 % 21 % (10 )% 22 % 26 % (4 )% 21 % 26 % (5 )%

East

13 % 17 % (4 )% 24 % 24 % 0 % 23 % 22 % 1 %

Total

10 % 14 % (4 )% 17 % 21 % (4 )% 18 % 19 % (1 )%
* Cancellations as a percentage of gross sales data has been provided for information only. No commentary is included below.

Our cancellations as a percentage of homes in beginning backlog to start the quarter (“cancellation rate”) improved from 14% in the 2016 second quarter to 10% in the 2017 second quarter. Florida had the most notable decrease in cancellation rate as a result of process improvements around accepting sales and managing backlog.

Backlog:

At June 30,

2017

2016

% Change

Homes

Dollar
Value

Average Price

Homes

Dollar
Value

Average Price

Homes

Dollar
Value

Average Price

(Dollars in thousands)

Arizona

368 $ 125,097 $ 339.9 419 $ 129,591 $ 309.3 (12) % (3) % 10 %

California

519 347,822 670.2 562 360,450 641.4 (8) % (4) % 4 %

Nevada

467 160,349 343.4 399 138,604 347.4 17 % 16 % (1) %

Washington

311 169,045 543.6 262 127,968 488.4 19 % 32 % 11 %

West

1,665 802,313 481.9 1,642 756,613 460.8 1 % 6 % 5 %

Colorado

1,173 571,956 487.6 1,126 546,356 485.2 4 % 5 % 0 %

Utah

146 62,225 426.2 161 59,133 367.3 (9) % 5 % 16 %

Mountain

1,319 634,181 480.8 1,287 605,489 470.5 2 % 5 % 2 %

Maryland

76 38,329 504.3 131 61,623 470.4 (42) % (38) % 7 %

Virginia

135 70,384 521.4 144 76,278 529.7 (6) % (8) % (2) %

Florida

315 132,628 421.0 241 107,679 446.8 31 % 23 % (6) %

East

526 241,341 458.8 516 245,580 475.9 2 % (2) % (4) %

Total

3,510 $ 1,677,835 $ 478.0 3,445 $ 1,607,682 $ 466.7 2 % 4 % 2 %

At June 30, 2017, we had 3,510 homes in backlog with a total value of $1.68 billion, representing respective increases of 65 homes and $70.2 million from June 30, 2016. The majority of our markets experienced year-over-year growth in the dollar value of backlog primarily as a result of strong sales activity over the last twelve months. Backlog in our Maryland and Virginia markets declined from June 30, 2016 as a result of reduced sales activity over the last twelve months, mostly due to lower community count.

Homes Completed or Under Construction (WIP lots):

June 30,

%

2017

2016

Change

Unsold:

Completed

77 100 (23) %

Under construction

153 263 (42) %

Total unsold started homes

230 363 (37) %

Sold homes under construction or completed

2,547 2,535 0 %

Model homes under construction or completed

316 289 9 %

Total homes completed or under construction

3,093 3,187 (3) %

Over the past couple of years, we have increased our focus on build-to-order homes and limited the number of unsold homes that we start without a sales contract, giving our customers the best opportunity to personalize their homes. As a result, our supply of unsold homes has declined by 37% year-over-year from June 30, 2016. The decline in unsold homes was partially offset by an increase in model homes, while sold homes under construction was nearly unchanged from the prior year resulting in a 3% decrease in our total homes completed or under construction.

Lots Owned and Optioned (including homes completed or under construction):

June 30, 2017

June 30, 2016

Lots

Owned

Lots

O ptioned

Total

Lots

Owned

Lots

Optioned

Total

Total %

Change

Arizona

1,794 553 2,347 1,565 259 1,824 29 %

California

1,491 502 1,993 1,834 79 1,913 4 %

Nevada

1,709 907 2,616 2,087 67 2,154 21 %

Washington

671 49 720 816 35 851 (15) %

West

5,665 2,011 7,676 6,302 440 6,742 14 %

Colorado

4,684 1,934 6,618 3,937 1,423 5,360 23 %

Utah

302 123 425 424 - 424 0 %

Mountain

4,986 2,057 7,043 4,361 1,423 5,784 22 %

Maryland

142 69 211 297 168 465 (55) %

Virginia

283 37 320 498 107 605 (47) %

Florida

928 916 1,844 1,038 512 1,550 19 %

East

1,353 1,022 2,375 1,833 787 2,620 (9) %

Total

12,004 5,090 17,094 12,496 2,650 15,146 13 %

Our total owned and optioned lots at June 30, 2017 were 17,094, up 13% from June 30, 2016, due to substantial growth in our optioned lots as a result of our significant land acquisition approval activity over the past two quarters. The decline in lots controlled in our Maryland and Virginia markets is primarily due to reductions in land acquisition activity over the past two years as our recent returns in these markets have been lower than returns we expect to realize. We believe that our total lot supply of approximately 3.1 years (which is based on our last twelve months deliveries and is within our stated strategic range), coupled with our planned acquisition activity, can support deliveries growth in future periods. See "Forward-Looking Statements" below .

Financial Services

Three Months Ended

Six Months Ended

June 30,

Change

June 30,

Change

2017

2016

Amount

%

2017

2016

Amount

%

(Dollars in thousands)

Financial services revenues

Mortgage operations

$ 12,697 $ 10,702 $ 1,995 19 % $ 24,880 $ 17,572 $ 7,308 42 %

Other

6,376 5,121 1,255 25 % 12,172 9,268 2,904 31 %

Total financial services revenues

$ 19,073 $ 15,823 $ 3,250 21 % $ 37,052 $ 26,840 $ 10,212 38 %

Financial services pretax income

Mortgage operations

$ 7,670 $ 6,445 $ 1,225 19 % $ 15,236 $ 9,768 $ 5,468 56 %

Other

4,061 2,607 1,454 56 % 7,504 4,901 2,603 53 %

Total financial services pretax income

$ 11,731 $ 9,052 $ 2,679 30 % $ 22,740 $ 14,669 $ 8,071 55 %

For the three and six months ended June 30, 2017, our financial services pretax income was up $2.7 million, or 30%, and $8.1 million, or 55%, respectively, from the same periods in the prior year. The increases in our mortgage operations segment were the result of (1) increases in the dollar value of loans locked, originated, and sold; and (2) higher gains on loans locked and originated. The higher pretax incomes in our other financial services segment for both periods were driven primarily by increased new home deliveries.

The following table sets forth information for our mortgage operations segment relating to mortgage loans originated and capture rate. “Capture rate” is defined as the number of mortgage loans originated by our mortgage operations segment for our homebuyers as a percent of our total home closings.

Three Months Ended

% or

Six Months Ended

% or

June 30,

Percentage

June 30,

Percentage

2017

2016

Change

2017

2016

Change

(Dollars in thousands)

Total Originations (including transfer loans):

Loans

887 758 17 % 1,673 1,284 30 %

Principal

$ 311,109 $ 270,523 15 % $ 584,455 $ 451,485 29 %

Capture Rate Data:

Capture rate as % of all homes delivered

62 % 59 % 3 % 62 % 58 % 4 %

Capture rate as % of all homes delivered (excludes cash sales)

66 % 63 % 3 % 66 % 61 % 5 %

Mortgage Loan Origination Product Mix:

FHA loans

18 % 18 % 0 % 19 % 19 % 0 %

Other government loans (VA & USDA)

21 % 26 % (5) % 22 % 25 % (3) %

Total government loans

39 % 44 % (5) % 41 % 44 % (3) %

Conventional loans

61 % 56 % 5 % 59 % 56 % 3 %
100 % 100 % 0 % 100 % 100 % 0 %

Loan Type:

Fixed rate

96 % 98 % (2) % 97 % 98 % (1) %

ARM

4 % 2 % 2 % 3 % 2 % 1 %

Credit Quality:

Average FICO Score

735 737 (0) % 736 736 0 %

Other Data:

Average Combined LTV ratio

82 % 84 % (2) % 82 % 84 % (2) %

Full documentation loans

100 % 100 % 0 % 100 % 100 % 0 %

Loans Sold to Third Parties:

Loans

901 679 33 % 1,809 1,304 39 %

Principal

$ 311,915 $ 235,713 32 % $ 628,056 $ 449,140 40 %

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 34.7% and 36.4% for the three and six months ended June 30, 2017, respectively, compared to 33.5% and 33.4% for the three and six months ended June 30, 2016, respectively. The rates for the three and six months ended June 30, 2017 resulted in income tax expense of $18.0 million and $32.1 million, respectively, compared to income tax expense of $13.5 million and $18.3 million for the same periods in 2016. The year-over-year increase in our effective tax rate for the three months ended June 30, 2017 was primarily the result of our estimate of the full year effective tax rate for 2016 including an estimate for energy credits whereas our estimate for the 2017 full year includes no such energy credit as the credit has not been approved by the U.S. Congress. For the six months ended June 30, 2017, the year-over-year increase in our effective tax rate was due to the foregoing energy credits matter coupled with an establishment of a valuation allowance in the 2017 first quarter against certain state net operating loss carryforwards where realization was more uncertain at the time.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The preparation of financial statements in conformity with accounting policies generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Management evaluates such estimates and judgments on an on-going basis and makes adjustments as deemed necessary. Actual results could differ from these estimates if conditions are significantly different in the future. See "Forward-Looking Statements" below .

Our critical accounting estimates and policies have not changed from those reported in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2016.

LIQUIDITY AND CAPITAL RESOURCES

We use our liquidity and capital resources to: (1) support our operations, including the purchase of land, land development and construction of homes; (2) provide working capital; and (3) provide mortgage loans for our homebuyers. Our liquidity includes our cash and cash equivalents, marketable securities, revolving credit facility and mortgage repurchase facility. Additionally, we have an existing effective shelf registration statement that allows us to issue equity, debt or hybrid securities up to $1.50 billion.

We have marketable equity securities that consist primarily of holdings in corporate equities.

Capital Resources

Our capital structure is primarily a combination of (1) permanent financing, represented by stockholders’ equity; (2) long-term financing, represented by our 5⅝% senior notes due 2020, 5½% senior notes due 2024 and our 6% senior notes due 2043; (3) our Revolving Credit Facility and (4) our Mortgage Repurchase Facility (defined below). Because of our current balance of cash, cash equivalents, marketable securities, ability to access the capital markets, and available capacity under both our Revolving Credit Facility and Mortgage Repurchase Facility, we believe that our capital resources are adequate to satisfy our short and long-term capital requirements, including meeting future payments on our senior notes as they become due. See " Forward-Looking Statements " below.

We may from time to time seek to retire or purchase our outstanding senior notes through cash purchases, whether through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Senior Notes, Revolving Credit Facility and Mortgage Repurchase Facility

Senior Notes. 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. We believe that we are in compliance with the representations, warranties and covenants in the senior note indentures.

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 has an aggregate commitment of $550 million (the “Commitment”) and was amended on December 18, 2015 to extend the maturity to December 18, 2020. Each lender may issue letters of credit in an amount up to 50% of its commitment. The facility permits an increase in the maximum Commitment amount to $1.0 billion upon our request, subject to receipt of additional commitments from existing or additional lenders and the consent of the designated agent and the co-administrative agent. As defined in the Revolving Credit Facility agreement, interest rates on outstanding borrowings are equal to the highest of (1) 0.0% or (2) a specified eurocurrency rate, federal funds effective rate or prime 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 facility agreement. A failure to satisfy the foregoing tests does not constitute an event of default, but can trigger a “term-out” of the facility. A breach of the consolidated tangible net worth covenant (but not the consolidated tangible net worth test) 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 June 30, 2017.

As of June 30, 2017, we had $15.0 million in borrowings and $32.8 million in letters of credit outstanding under the Revolving Credit Facility, leaving remaining borrowing capacity of $502.2 million.

Mortgage Repurchase Facility. HomeAmerican entered into an Amended and Restated Master Repurchase Agreement (the “Mortgage Repurchase Facility”) with U.S. Bank National Association (“USBNA”), effective September 16, 2016 . The Mortgage Repurchase Facility amends and restates the prior Master Repurchase Agreement with USBNA dated as of November 12, 2008, as amended, which contained similar terms. The Mortgage Repurchase Facility increases the facility amount from $50 million to $75 million, extends the expiration date to September 15, 2017, adjusts the facility’s sublimits, expands the types of eligible loans, and reduces the facility fee. The Mortgage Repurchase Facility provides liquidity to HomeAmerican by providing for the sale of eligible mortgage loans to USBNA with an agreement by HomeAmerican to repurchase the mortgage loans at a future date. Until such mortgage loans are transferred back to HomeAmerican, the documents relating to such loans are held by USBNA, as custodian, pursuant to the Custody Agreement (“Custody Agreement”), dated as of November 12, 2008, by and between HomeAmerican and USBNA. 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 June 28, 2017 from $75 million to $100 million and was effective through July 27, 2017. The Mortgage Repurchase Facility also had a temporary increase in the maximum aggregate commitment from $75 million to $125 million from December 27, 2016 through January 25, 2017. At June 30, 2017 and December 31, 2016, HomeAmerican had $69.1 million and $114.5 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 June 30, 2017.

Dividends

During the three and six months ended June 30, 2017, we paid dividends of $0.25 per share and $0.50 per share, respectively, compared to $0.24 per share and $0.48 per share for the same periods in the prior year, respectively.

MDC Common Stock Repurchase Program

At June 30, 2017, we were authorized to repurchase up to 4,000,000 shares of our common stock. We did not repurchase any shares of our common stock during the three months ended June 30, 2017.

Consolidated Cash Flow

During the six months ended June 30, 2017, we generated $120.9 million of cash from operating activities, primarily due to (1) net income of $56.1 million, (2) a $43.5 million decrease in mortgage loans held-for-sale, (3) a $10.0 million decrease in our deferred tax asset, (4) an $8.8 million increase in accounts payable and accrued liabilities, and (5) a $5.4 million decrease in trade and other receivables.

During the six months ended June 30, 2017, we used $2.0 million of cash for investing activities, primarily attributable to the purchase of $1.4 million in property and equipment.

During the six months ended June 30, 2017, we used $63.9 million in cash for financing activities, primarily related to payments of $45.4 million on our mortgage repurchase facility and dividend payments totaling $25.8 million. These amounts were slightly offset by proceeds of $7.3 million from the exercise of stock options.

Off-Balance Sheet Arrangements

Lot Option Purchase Contracts. In the ordinary course of business, we enter into lot option purchase contracts in order to procure lots for the construction of homes. Lot option contracts enable us to control lot positions with a minimal capital investment, which substantially reduces the risks associated with land ownership and development. At June 30, 2017, we had deposits of $14.5 million in the form of cash and $3.1 million in the form of letters of credit that secured option contracts to purchase 5,090 lots for a total estimated purchase price of $361.4 million.

Surety Bonds and Letters of Credit. At June 30, 2017, we had outstanding surety bonds and letters of credit totaling $175.8 million and $64.6 million, respectively, including $31.8 million in letters of credit issued by HomeAmerican. The estimated cost to complete obligations related to these bonds and letters of credit was approximately $24.1 million and $32.3 million, respectively. 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.

IMPACT OF INFLATION, CHANGING PRICES AND ECONOMIC CONDITIONS

The impact of inflation and changing prices have not changed materially from the disclosure in our December 31, 2016 Annual Report on Form 10-K.

OTHER

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q, 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 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 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. Additionally, information about issues that could lead to material changes in performance and risk factors that have the potential to affect us is contained under the caption “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 and Item 1A of Part II of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our cash and investment policy and strategy is to achieve an appropriate investment return while preserving principal and managing risk. Our cash and cash equivalents may include immediately available commercial bank deposits, commercial paper, money market funds, certificates of deposit and time deposits. Our marketable securities consist of holdings in corporate equities, preferred stock and exchange traded funds. The market value and/or income derived from our equity securities can be negatively impacted by a number of market risk factors, including changes in interest rates, general economic conditions and equity markets. As of June 30, 2017, we had marketable securities in unrealized loss positions totaling $0.8 million, against which we recorded impairments totaling $0.1 million during the current quarter. For the remaining marketable securities in unrealized loss positions totaling $0.7 million, there can be no assurances that the cost basis of these securities will be recovered in the future. If we elect to sell, or are otherwise were required to sell these securities, we could be required to record losses if the market values do not increase prior to any sales. Such losses, if any, would be recorded as a component of our results of operations.

We are exposed to market risks related to fluctuations in interest rates on mortgage loans held-for-sale, mortgage interest rate lock commitments and debt. Derivative instruments utilized in the normal course of business by HomeAmerican include interest rate lock commitments and forward sales of mortgage-backed securities, which are used to manage the price risk on fluctuations in interest rates on our mortgage loans in inventory and interest rate lock commitments to originate mortgage loans. Such contracts are the only significant financial derivative instruments utilized by MDC. HomeAmerican’s mortgage loans in process for which a rate and price commitment had been made to a borrower that had not closed at June 30, 2017 had an aggregate principal balance of $110.7 million, all of which were under interest rate lock commitments at an average interest rate of 4.05%. In addition, HomeAmerican had mortgage loans held-for-sale with an aggregate principal balance of $92.6 million at June 30, 2017, of which $18.6 million had not yet been committed to a mortgage purchaser and had an average interest rate of 4.05%. In order to hedge the changes in fair value of interest rate lock commitments and mortgage loans held-for-sale that had not yet been committed to a mortgage purchaser, HomeAmerican had forward sales of securities totaling $106.0 million at June 30, 2017.

HomeAmerican provides mortgage loans that generally are sold forward and subsequently delivered to a third-party purchaser between 15 and 40 days. Forward commitments are used for non-trading purposes to sell mortgage loans and hedge price risk due to fluctuations in interest rates on rate-locked mortgage loans in process that have not closed. Due to this economic hedging philosophy, the market risk associated with these mortgages is limited. For forward sales commitments, as well as commitments to originate mortgage loans that are still outstanding at the end of a reporting period, we record the fair value of the derivatives in the consolidated statements of operations and comprehensive income with an offset to either derivative assets or liabilities, depending on the nature of the change.

We utilize our Revolving Credit Facility, our Mortgage Repurchase Facility and senior notes in our financing strategy. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but do not affect our earnings or cash flows. We do not have an obligation to prepay our senior notes prior to maturity and, as a result, interest rate risk and changes in fair value do not have an impact on our financial position, results of operations or cash flows. For variable rate debt such as our Revolving Credit Facility and Mortgage Repurchase Facility, changes in interest rates generally do not affect the fair value of the outstanding borrowing on the debt facilities, but does affect our earnings and cash flows. See “ Forward-Looking Statements ” above.

Item 4. Controls and Procedures

(a)     Conclusion regarding the effectiveness of disclosure controls and procedures - An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed under the supervision, and with the participation, of our management, including the Chief Executive Officer (principle executive officer) and the Chief Financial Officer (principal financial officer).  Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in internal control over financial reporting - There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

M.D.C. HOLDINGS, INC.

FORM 10-Q

PART II

I tem 1 . 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 1A. Risk Factors

There have been no significant changes in the risk factors previously identified as being attendant to our business in our Annual Report on Form 10-K for the year ended December 31, 2016. For a more complete discussion of other risk factors that affect our business, see “Risk Factors” in our Form 10-K for the year ended December 31, 2016, which include the following:

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.

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

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

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.

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

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

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

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.

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.

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

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

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

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

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

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

The interests of certain controlling shareholders may be adverse to investors

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

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not repurchase any shares during the three or six months ended June 30, 2017. Additionally, there were no sales of unregistered equity securities during the period.

Item 6.

Exhibits

10.1

Third Amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed April 25, 2017). *

10.2 Form of 2017 Performance Share Unit Grant Agreement (2011 Equity Incentive Plan).
31.1 Certification of Chief Executive Officer required by 17 CFR 240.13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer required by 17 CFR 240.13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer required by 17 CFR 240.13a-14(b), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer required by 17 CFR 240.13a-14(b), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016; and (iv) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text.

____________________

* Incorporated by reference

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:     August 1, 2017

M.D.C. HOLDINGS, INC.

(Registrant)

By: /s/ Robert N. Martin

Robert N. Martin

Senior Vice President, Chief Financial Officer and Principal Accounting

Officer (principal financial officer and duly authorized officer)

INDEX TO EXHIBITS

Exhibit

Number

Description

10.1

Third Amendment to the M.D.C. Holdings, Inc. 2011 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed April 25, 2017). *

10.2 Form of 2017 Performance Share Unit Grant Agreement (2011 Equity Incentive Plan).
31.1 Certification of Chief Executive Officer required by 17 CFR 240.13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer required by 17 CFR 240.13a-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer required by 17 CFR 240.13a-14(b), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer required by 17 CFR 240.13a-14(b), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016; and (iv) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text.

____________________

* Incorporated by reference

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