M.D.C. HOLDINGS, INC. - Quarter Report: 2017 June (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

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

Commission File No. 1-8951

M.D.C. HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		84-0622967
(State or other jurisdiction		(I.R.S. employer
of incorporation or organization)		identification no.)

4350 South Monaco Street, Suite 500		80237
Denver, Colorado		(Zip code)
(Address of principal executive offices)

(303) 773-1100

(Registrant's telephone number, including area code)

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

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

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


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐ (Do not check if a smaller reporting company)	Smaller Reporting Company	☐
Emerging growth company	☐

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

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

As of July 31, 2017, 51,877,619 shares of M.D.C. Holdings, Inc. common stock were outstanding.

Table of Contents

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

Table of Contents

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.

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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.

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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.

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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.

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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.

In 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, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), 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.

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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

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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

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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.

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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.

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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 liabilities and borrowings on our revolving credit facility. Fair value approximates carrying value.

Marketable securities. 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

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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 loans held-for-sale, net. Our mortgage loans held-for-sale, which are measured at fair value on a recurring basis, include (1) mortgage loans held-for-sale that are under commitments to sell and (2) mortgage loans held-for-sale that are not under commitments to sell. At 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.

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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

120

107

Increase

Decrease

Forecasted assessed value

$465,000

$1,200,000

$567,000

Increase

Decrease

Discount rates

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

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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.

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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

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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

11.	Warranty Accrual

Our homes are sold with limited third-party warranties and, under our agreement with the issuer of the third-party warranties, we are responsible for performing all of the work for the first two years of the warranty coverage and paying for substantially all of the work required to be performed during years three through ten of the warranties. We record accruals for general and structural warranty claims, as well as accruals for known, unusual warranty-related expenditures. Our warranty accrual is recorded based upon historical payment experience in an amount estimated to be adequate to cover expected costs of materials and outside labor during warranty periods. The determination of the warranty accrual rate for closed homes and the evaluation of our warranty accrual balance at period end are based on an internally developed analysis that includes known facts and interpretations of circumstances, including, among other things, our trends in historical warranty payment levels and warranty payments for claims not considered to be normal and recurring.

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

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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

12.	Insurance and Construction Defect Claim Reserves

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

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

The table set forth below summarizes our insurance and construction defect claim reserves activity for the three 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.

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

13.	Income Taxes

At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year and use that rate to provide for income taxes for the current year-to-date reporting period. Our overall effective income tax rates were 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.

14.	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

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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 for 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.

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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.

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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.

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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.

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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

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplemental Condensed 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

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplemental 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

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplemental 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

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements

Supplemental 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

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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	)

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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.

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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.

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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	%

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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%

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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.

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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.

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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.

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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.

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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 Optioned		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.

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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	%

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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.

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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.

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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.

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.

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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.

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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.

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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.

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M.D.C. HOLDINGS, INC.

FORM 10-Q

PART II

Item 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.

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●

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.

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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)

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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