Edgar Filing: MDC HOLDINGS INC

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2007

¨	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 of incorporation or organization)		(I.R.S. employer identification no.)

4350 South Monaco Street, Suite 500 Denver, Colorado		80237 (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 x No ¨

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

Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨

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

As of September 30, 2007, 45,838,000 shares of M.D.C. Holdings, Inc. common stock were outstanding.

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

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2007

INDEX


			Page No.
Part I.	Financial Information:

	Item 1.	Unaudited Consolidated Financial Statements:	1

		Consolidated Balance Sheets at September 30, 2007 and December 31, 2006	1

		Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006	2

		Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006	3

		Notes to Unaudited Consolidated Financial Statements	4

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

	Item 4.	Controls and Procedures	48

Part II.	Other Information:

	Item 1.	Legal Proceedings	49

	Item 1A.	Risk Factors	50

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

	Item 3.	Defaults Upon Senior Securities	53

	Item 4.	Submission of Matters to a Vote of Security Holders	53

	Item 5.	Other Information	54

	Item 6.	Exhibits	54

	Signature		55

(i)

ITEM 1.

Unaudited Consolidated Financial Statements

M.D.C. HOLDINGS, INC.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)


	September 30, 2007			December 31, 2006
ASSETS
Cash and cash equivalents	$	729,479		$	507,947
Restricted cash		1,633			2,641
Home sales and other receivables		66,891			143,936
Mortgage loans held in inventory, net		72,863			212,903
Income taxes receivable, net		22,748			-
Inventories
Housing completed or under construction		1,267,478			1,178,671
Land and land under development		754,728			1,575,158
Property and equipment, net		47,020			44,606
Deferred income taxes		306,942			124,880
Prepaid expenses and other assets, net		91,471			119,133

Total Assets	$	3,361,253		$	3,909,875

LIABILITIES
Accounts payable	$	150,037		$	171,005
Accrued liabilities		369,168			418,953
Income taxes payable		-			28,485
Related party liabilities		701			2,401
Homebuilding line of credit		-			-
Mortgage line of credit		41,957			130,467
Senior notes, net		996,986			996,682

Total Liabilities		1,558,849			1,747,993

COMMITMENTS AND CONTINGENCIES		-			-

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; 45,869,000 and 45,838,000 issued and outstanding, respectively, at September 30, 2007 and 45,179,000 and 45,165,000 issued and outstanding, respectively, at December 31, 2006		459			452
Additional paid-in-capital		791,212			760,831
Retained earnings		1,012,395			1,402,261
Accumulated other comprehensive loss		(1,003	)		(1,003	)
Treasury stock, at cost; 31,000 and 14,000 shares at September 30, 2007 and December 31, 2006, respectively		(659	)		(659	)

Total Stockholders’ Equity		1,802,404			2,161,882

Total Liabilities and Stockholders’ Equity	$	3,361,253		$	3,909,875

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

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M.D.C. HOLDINGS, INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
REVENUE
Home sales revenue	$	651,124		$	1,050,700		$	2,050,737		$	3,356,416
Land sales revenue		2,700			3,336			12,151			18,812
Other revenue		32,837			26,887			85,605			83,101

Total Revenue		686,661			1,080,923			2,148,493			3,458,329

COSTS AND EXPENSES
Home cost of sales		559,402			813,824			1,749,165			2,540,381
Land cost of sales		452			3,210			7,740			18,124
Asset impairments		248,950			19,915			551,422			20,775
Marketing expenses		28,694			31,296			87,144			91,899
Commission expenses		23,900			36,390			71,530			106,627
General and administrative expenses		76,482			99,779			247,229			326,595
Related party expenses		95			88			286			2,792

Total Costs and Expenses		937,975			1,004,502			2,714,516			3,107,193

(Loss) income before income taxes		(251,314	)		76,421			(566,023	)		351,136
Benefit from (provision for) income taxes		95,936			(27,715	)		210,175			(130,518	)

NET (LOSS) INCOME	$	(155,378	)	$	48,706		$	(355,848	)	$	220,618

(LOSS) EARNINGS PER SHARE

Basic	$	(3.40	)	$	1.08		$	(7.79	)	$	4.91


Diluted	$	(3.40	)	$	1.06		$	(7.79	)	$	4.80

WEIGHTED-AVERAGE SHARES

Basic		45,751			44,972			45,659			44,911


Diluted		45,751			45,868			45,659			45,932

DIVIDENDS DECLARED PER SHARE	$	0.25		$	0.25		$	0.75		$	0.75

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

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M.D.C. HOLDINGS, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2007			2006
OPERATING ACTIVITIES
Net (loss) income	$	(355,848	)	$	220,618
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities
Asset impairments		551,422			20,775
Deferred income taxes		(182,062	)		(22,940	)
Amortization of deferred marketing costs		23,091			27,367
Non-cash land option deposit and pre-acquisition write-off costs		15,419			23,022
Depreciation and amortization of long-lived assets		10,903			14,170
Stock-based compensation expense		8,227			10,169
Gain on sale of property and equipment		(7,955	)		-
Non-cash related party expenses		-			2,301
Excess tax benefits from stock-based compensation		(6,349	)		(1,569	)
Other non-cash expenses		1,769			286
Net change in assets and liabilities
Restricted cash		1,008			1,660
Home sales and other receivables		77,045			41,460
Mortgage loans held in inventory, net		140,040			34,001
Housing completed or under construction		(209,897	)		(264,840	)
Land and land under development		390,098			1,389
Prepaid expenses and other assets, net		(9,313	)		(46,720	)
Accounts payable		(20,968	)		(1,044	)
Accrued liabilities		(46,373	)		(15,810	)
Income taxes receivable/payable		(44,689	)		(85,638	)

Net cash provided by (used in) operating activities		335,568			(41,343	)

INVESTING ACTIVITIES
Sale of property and equipment		22,000			-
Purchase of property and equipment		(30,362	)		(7,224	)

Net cash used in investing activities		(8,362	)		(7,224	)

FINANCING ACTIVITIES
Lines of credit
Advances		568,987			450,900
Principal payments		(657,497	)		(455,063	)
Excess tax benefits from stock-based compensation		6,349			1,569
Dividend payments		(34,311	)		(33,703	)
Proceeds from exercise of stock options		10,798			3,177

Net cash used in financing activities		(105,674	)		(33,120	)

Net increase (decrease) in cash and cash equivalents		221,532			(81,687	)
Cash and cash equivalents
Beginning of period		507,947			214,531

End of period	$	729,479		$	132,844

The accompanying Notes are an integral part of the 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” or the “Company,” 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 accounting principles generally accepted in the United States of America 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 September 30, 2007 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, 2006, filed with the SEC on February 28, 2007. Certain prior period balances have been reclassified to conform to the current year’s presentation.

Prior to 2006, the Company experienced seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, the number of homes closed and associated home sales revenue increased during the third and fourth quarters, compared with the first and second quarters. The Company believes that this seasonality reflected the historical tendency of homebuyers to purchase new homes in the spring with closings scheduled in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions in certain geographical areas (or markets). The same seasonality was experienced in the financial services operation because our mortgage loan originations are directly attributed to the closing of homes from our homebuilding operations. Due to reduced home closing levels during 2006 and continuing in 2007, this seasonality pattern in the homebuilding and financial services operations did not continue for the third and fourth quarters of 2006 and for the first three quarters of 2007, and there can be no assurance that it will be present in the future. The Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and the Unaudited Consolidated Statement of Cash Flows for the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year. Refer to the economic conditions described under the caption “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and “Risk Factors Relating to our Business” in Item 1A of the Company’s December 31, 2006 Annual Report on Form 10-K.

The following table summarizes, by quarter, home sales revenue during 2007, 2006 and 2005 (in thousands).


	Three Months Ended
	March 31,		June 30,		September 30,		December 31,
2007	$	711,800	$	687,813	$	651,124		N/A
2006		1,117,155		1,188,561		1,050,700	$	1,294,140
2005		914,751		1,026,943		1,145,481		1,705,525

2.	Asset Impairment

On a quarterly basis, the Company evaluates its inventory for impairment in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”).

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

As a result of its evaluation, the Company recorded impairments of its housing completed or under construction inventories of $56.6 million and $121.1 million during the three and nine months ended September 30, 2007, respectively, and impairments of its land and land under development inventories of $192.4 million and $430.3 million during the three and nine months ended September 30, 2007, respectively. These impairments, which primarily relate to assets contracted for in 2004 and 2005, were due to decreases in home sales prices and/or increases in incentives offered in an effort to: (1) remain competitive with home sales prices offered by the Company’s competitors; (2) stimulate new home orders; and (3) maintain homes in Backlog (defined as homes under contract but not yet delivered) until they close. In accordance with SFAS 144, the Company generally determined the fair value of each impaired asset based upon the present value of the estimated future cash flows on a subdivision-by-subdivision basis at a discount rate commensurate with the risk of the subdivision under evaluation, generally ranging from 10% to 18%.

The impairments recorded during the three and nine months ended September 30, 2007 and 2006, by reportable segment (as defined in Note 9), are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Housing Completed or Under Construction
West	$	40,973	$	5,424	$	97,319	$	5,424
Mountain		1,875		405		3,797		405
East		5,579		151		7,575		151
Other Homebuilding		8,162		271		12,400		271

Total asset impairments	$	56,589	$	6,251	$	121,091	$	6,251


	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Land and Land Under Development
West	$	149,517	$	9,819	$	347,803	$	9,819
Mountain		5,055		222		12,912		222
East		10,658		1,206		17,094		1,206
Other Homebuilding		27,131		2,417		52,522		3,277

Total asset impairments	$	192,361	$	13,664	$	430,331	$	14,524

3.	Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for financial

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

statements issued for fiscal years beginning after November 15, 2007. The Company does not expect SFAS 159 to have a material impact on its financial position, results of operations or cash flows upon adoption.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company currently is evaluating the impact, if any, that SFAS 157 may have on its financial position, results of operations or cash flows.

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 is an interpretation of SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). FIN 48 provides interpretive guidance for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 requires the affirmative evaluation that it is more-likely-than-not, based on the technical merits of a tax position, that an enterprise is entitled to economic benefits resulting from positions taken in income tax returns. If a tax position does not meet the “more-likely-than-not” recognition threshold, the benefit of that position is not recognized in the financial statements. FIN 48 also requires companies to disclose additional quantitative and qualitative information in their financial statements about uncertain tax positions. FIN 48 was effective for fiscal year beginning January 1, 2007, and the $0.3 million cumulative effect of applying FIN 48 was reported as an adjustment to the opening balance of retained earnings for this fiscal year.

4.	Balance Sheet Components

The following table sets forth information relating to accrued liabilities (in thousands).


	September 30, 2007		December 31, 2006
Accrued liabilities
Warranty reserves	$	106,019	$	102,033
Insurance reserves		54,379		50,854
Land development and home construction accruals		37,984		64,224
Accrued compensation and related expenses		53,746		74,751
Customer and escrow deposits		27,844		28,705
Accrued interest payable		20,337		13,321
Accrued pension liability		14,083		13,183
Deferred revenue		705		23,089
Other accrued liabilities		54,071		48,793

Total accrued liabilities	$	369,168	$	418,953

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

5.	(Loss) Earnings Per Share

The Company calculates (loss) earnings per share (“EPS”) in accordance with SFAS No. 128, “Earnings per Share” (“SFAS 128”). Pursuant to SFAS 128, basic EPS excludes the dilutive effect of common stock equivalents and is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of common stock equivalents and is computed using the weighted-average number of common stock and common stock equivalents outstanding during the period. Common stock equivalents include stock options and unvested restricted stock awards. Diluted EPS for the three and nine months ended September 30, 2007 excluded common stock equivalents because the effect of their inclusion would be anti-dilutive, or would decrease the reported loss per share. Using the treasury stock method pursuant to SFAS 128, the weighted-average common stock equivalents excluded from diluted EPS were 1.5 million shares during the three and nine months ended September 30, 2007.

The basic and diluted EPS calculations are shown below (in thousands, except per share amounts).


	Three Months Ended September 30,					Nine Months Ended September 30,
	2007			2006		2007			2006
Basic (Loss) Earnings Per Share
Net (loss) income	$	(155,378	)	$	48,706	$	(355,848	)	$	220,618

Basic weighted-average shares outstanding		45,751			44,972		45,659			44,911

Per share amounts	$	(3.40	)	$	1.08	$	(7.79	)	$	4.91

Diluted (Loss) Earnings Per Share
Net (loss) income	$	(155,378	)	$	48,706	$	(355,848	)	$	220,618

Basic weighted-average shares outstanding		45,751			44,972		45,659			44,911
Stock options, net		-			896		-			1,021

Diluted weighted-average shares outstanding		45,751			45,868		45,659			45,932

Per share amounts	$	(3.40	)	$	1.06	$	(7.79	)	$	4.80

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

6.	Interest Activity

The Company capitalizes interest incurred on its senior notes and Homebuilding Line (as defined below) during the period of active development and through the completion of construction of its homebuilding inventories. Interest incurred on the senior notes or Homebuilding Line that is not capitalized, if any, and interest expense on the Mortgage Line (as defined below) is included in interest income, net, which is a component of other revenue in the Unaudited Consolidated Statements of Operations. Interest activity is shown below (in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Total Interest Incurred
Corporate and Homebuilding	$	14,444		$	14,150		$	43,320		$	43,993
Financial Services and Other		343			2,291			1,353			6,572

Total interest incurred	$	14,787		$	16,441		$	44,673		$	50,565

Total Interest Capitalized
Interest capitalized in homebuilding inventory, beginning of period	$	53,988		$	48,569		$	50,655		$	41,999
Interest capitalized during the period		14,444			14,150			43,320			43,993
Previously capitalized interest included in home cost of sales during the period		(14,428	)		(12,574	)		(39,971	)		(35,847	)

Interest capitalized in homebuilding inventory, end of period	$	54,004		$	50,145		$	54,004		$	50,145

Interest income and interest expense are shown below (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Interest income	$	9,776	$	4,663	$	28,291	$	11,797
Interest expense, net of interest capitalized		343		2,291		1,353		6,572

Total interest income, net	$	9,433	$	2,372	$	26,938	$	5,225

7.	Warranty Reserves

Warranty reserves presented in the table below relate to general and structural reserves, as well as reserves for known, unusual warranty-related expenditures not covered by the Company’s general and structural warranty reserve. Generally, warranty reserves are reviewed monthly, using historical data and other relevant information, to determine the reasonableness and adequacy of both the reserve and the per-unit reserve amount originally included in home cost of sales, as well as the timing of the reversal of any excess reserve. Warranty payments for an individual house may exceed the related reserve. Payments in excess of the reserve are evaluated in the aggregate to determine if an adjustment

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

to the warranty reserve should be recorded, which could result in a corresponding adjustment to home cost of sales. Warranty reserve activity for the three and nine months ended September 30, 2007 and 2006 is shown below (in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Warranty reserve balance at beginning of period	$	104,089		$	92,010		$	102,033		$	82,238
Warranty expense provision		6,252			11,041			18,843			34,334
Warranty cash payments		(6,138	)		(8,309	)		(19,991	)		(24,220	)
Warranty reserve adjustments		1,816			451			5,134			2,841

Warranty reserve balance at end of period	$	106,019		$	95,193		$	106,019		$	95,193

8.	Insurance Reserves

The Company records expenses and liabilities for losses and loss adjustment expenses for claims associated with: (1) insurance policies and re-insurance agreements issued by StarAmerican Insurance Ltd. (“StarAmerican”) and Allegiant Insurance Company, Inc., A Risk Retention Group (“Allegiant”); (2) self-insurance, including workers compensation; and (3) deductible amounts under the Company’s insurance policies. The establishment of the provisions for outstanding losses and loss adjustment expenses is based on actuarial studies that include known facts and interpretation of circumstances, including the Company’s experience with similar cases and historical trends involving claim payment patterns, pending levels of unpaid claims, product mix or concentration, claim severity, frequency patterns such as those caused by natural disasters, fires, or accidents, depending on the business conducted, and changing regulatory and legal environments.

The following table summarizes the insurance reserve activity for the three and nine months ended September 30, 2007 and 2006 (in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Insurance reserve balances at beginning of period	$	53,952		$	43,540		$	50,854		$	35,570
Insurance expense provisions		2,376			4,113			8,086			11,858
Insurance cash payments		(1,216	)		(1,143	)		(3,538	)		(2,806	)
Insurance reserve adjustments		(733	)		(1,978	)		(1,023	)		(90	)

Insurance reserve balances at end of period	$	54,379		$	44,532		$	54,379		$	44,532

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

9.	Information on Business Segments

SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information” (“SFAS 131”), defines operating segments as a component of an enterprise for which discrete financial information is available and is reviewed regularly by the chief operating decision-maker, or decision-making group, to evaluate performance and make operating decisions. The Company has identified its chief operating decision-makers (“CODMs”) as three key executives—the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.

The Company has identified each homebuilding subdivision as an operating segment in accordance with SFAS 131. Each homebuilding subdivision engages in business activities from which it earns revenue primarily from the sale of single-family detached homes, generally to first-time and first-time move-up homebuyers. Subdivisions in the reportable segments noted below have been aggregated 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. The Company’s homebuilding reportable segments are as follows:

(1)

West (Arizona, California and Nevada markets)

(2)

Mountain (Colorado and Utah markets)

(3)

East (Virginia and Maryland markets)

(4)

Other Homebuilding (Delaware Valley, Florida, Illinois and Texas markets)

The Company’s Financial Services and Other reportable segment consists of the operations of the following operating segments: (1) HomeAmerican Mortgage Corporation (“HomeAmerican”); (2) American Home Insurance Agency, Inc. (“American Home Insurance”); (3) American Home Title and Escrow Company (“American Home Title”); (4) Allegiant; and (5) StarAmerican. These operating segments have been aggregated into one reportable segment 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. The Company’s Corporate reportable segment incurs general and administrative expenses that are not identifiable specifically to another operating segment.

Inter-company supervisory fees (“Supervisory Fees”), which are included in (loss) income before income taxes, are charged by the Company’s Corporate segment to the homebuilding segments and the Financial Services and Other segment. Supervisory Fees represent costs incurred by the Company’s Corporate segment associated with certain resources that support the Company’s other reportable segments. Transfers, if any, between operating segments are recorded at cost. Inter-company adjustments noted in the revenue table below relate to mortgage loan origination fees paid by the Company’s homebuilding subsidiaries to HomeAmerican on behalf of homebuyers.

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

The following table summarizes revenue and (loss) income before income taxes for each of the Company’s six reportable segments (in thousands).


	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenue
Homebuilding
West	$	389,309		$	653,932		$	1,277,012		$	2,061,708
Mountain		138,439			168,193			418,300			519,107
East		72,368			137,050			205,523			444,765
Other Homebuilding		60,364			105,553			184,195			374,299

Total Homebuilding		660,480			1,064,728			2,085,030			3,399,879
Financial Services and Other		14,652			23,843			47,836			74,158
Corporate		16,048			60			30,510			675
Inter-company adjustments		(4,519	)		(7,708	)		(14,883	)		(16,383	)

Consolidated	$	686,661		$	1,080,923		$	2,148,493		$	3,458,329

(Loss) Income Before Income Taxes
Homebuilding
West	$	(197,917	)	$	53,762		$	(462,547	)	$	274,642
Mountain		(925	)		9,320			3,218			25,183
East		(15,998	)		23,911			(27,168	)		85,691
Other Homebuilding		(43,158	)		(4,660	)		(81,776	)		237

Total Homebuilding		(257,998	)		82,333			(568,273	)		385,753
Financial Services and Other		5,018			12,989			16,776			35,161
Corporate		1,666			(18,901	)		(14,526	)		(69,778	)

Consolidated	$	(251,314	)	$	76,421		$	(566,023	)	$	351,136

The following table summarizes total assets for each of the Company’s six reportable segments (in thousands). Inter-company adjustments noted in the table below relate to loans from the Company’s Financial Services and Other segment to its Corporate segment.


	September 30, 2007			December 31, 2006
Homebuilding
West	$	1,157,760		$	1,869,442
Mountain		535,568			535,554
East		308,070			333,902
Other Homebuilding		168,990			266,326

Total Homebuilding		2,170,388			3,005,224
Financial Services and Other		142,456			284,791
Corporate		1,091,566			657,917
Inter-company adjustments		(43,157	)		(38,057	)

Consolidated	$	3,361,253		$	3,909,875

- 11 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

The following table summarizes depreciation and amortization of long-lived assets and amortization of deferred marketing costs for each of the Company’s six reportable segments (in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Homebuilding
West	$	6,968	$	7,128	$	20,459	$	22,888
Mountain		1,242		1,236		3,317		3,963
East		656		644		1,835		2,362
Other Homebuilding		1,742		2,532		4,044		7,773

Total Homebuilding		10,608		11,540		29,655		36,986
Financial Services and Other		160		79		280		254
Corporate		1,009		1,409		4,059		4,297

Consolidated	$	11,777	$	13,028	$	33,994	$	41,537

10.

Other Comprehensive (Loss) Income

Total other comprehensive (loss) income primarily includes net (loss) income plus minimum pension liability adjustments, which has been reflected as a component of stockholders’ equity and has not affected consolidated net (loss) income. The Company’s other comprehensive loss was $155.4 million and $355.8 million for the three and nine months ended September 30, 2007, respectively, and other comprehensive income was $48.7 million and $220.6 million for the three and nine months ended September 30, 2006, respectively.

11.

Commitments and Contingencies

The Company often is required to obtain performance bonds and letters of credit in support of its obligations primarily with respect to subdivision improvement, homeowner association dues and start-up expenses, warranty work, contractor license fees and earnest money deposits. At September 30, 2007, the Company had issued and outstanding performance bonds and letters of credit totaling $316.0 million and $55.3 million, respectively, including $18.2 million in letters of credit issued by HomeAmerican, a wholly owned subsidiary of MDC. In the event any such performance bonds or letters of credit issued by third parties are called, MDC’s indemnity obligations could require it to reimburse the issuer of the performance bond or letter of credit.

12.

Lines of Credit and Total Debt Obligations

Homebuilding. The Company’s homebuilding line of credit (“Homebuilding Line”) is an unsecured revolving line of credit with a group of lenders for support of its homebuilding segments. The Company’s Homebuilding Line has an aggregate commitment amount of $1.25 billion and a maturity date of March 21, 2011. The facility’s provision for letters of credit is available in the aggregate amount of $500 million. The facility permits an increase in the maximum commitment amount to $1.75 billion upon the Company’s request, subject to receipt of additional commitments

- 12 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

from existing or additional participant lenders. Interest rates on outstanding borrowings are determined by reference to a chosen London Interbank Offered Rate (“LIBOR”), with a spread from LIBOR, which is determined based on changes in the Company’s credit ratings and leverage ratio, or to an alternate base rate. At September 30, 2007, the Company did not have any borrowings under the Homebuilding Line and had $34.0 million in letters of credit issued as of such date, which reduced the amount available to be borrowed under the Homebuilding Line.

Mortgage Lending. The Company’s mortgage line of credit (“Mortgage Line”) has a borrowing limit of $225 million with terms that allow for increases of up to $175 million in the borrowing limit to a maximum of $400 million, subject to concurrence by the participating banks. Available borrowings under the Mortgage Line are collateralized by mortgage loans and mortgage-backed securities and are limited to the value of eligible collateral, as defined. At September 30, 2007, $42.0 million was borrowed and an additional $14.8 million was collateralized and available to be borrowed. The Mortgage Line is cancelable upon 120 days notice.

General. The agreements for the Company’s bank lines of credit and the indentures for the Company’s senior notes require compliance with certain representations, warranties and covenants. The Company believes that it is in compliance with these bank line and indenture covenant requirements, and the Company is not aware of any covenant violations. The agreements containing these representations, warranties and covenants for the bank lines of credit and the indentures for the Company’s senior notes are on file with the SEC and are listed in the Exhibit Table in Part IV of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and in Part II of this Quarterly Report on Form 10-Q.

The Company’s debt obligations at September 30, 2007 and December 31, 2006 are as follows (in thousands):


	September 30, 2007		December 31, 2006
7% Senior Notes due 2012	$	149,077	$	148,963
5¹/2% Senior Notes due 2013		349,426		349,361
5³/8% Medium Term Senior Notes due 2014		248,766		248,663
5³/8% Medium Term Senior Notes due 2015		249,717		249,695

Total Senior Notes		996,986		996,682
Homebuilding Line		-		-

Total Corporate and Homebuilding Debt		996,986		996,682
Mortgage Line		41,957		130,467

Total Debt	$	1,038,943	$	1,127,149

13.

Related Party Liabilities

Effective March 1, 2006, the Company entered into a consulting agreement (the “Agreement”) with a firm owned by Mr. Gilbert Goldstein (a member of the Company’s Board of Directors). Pursuant to the terms of the Agreement, the Company has agreed that, among other things, in the event that Mr. Goldstein retires from the practice of law, becomes disabled, dies or the Agreement with the

- 13 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Company is not renewed or extended during the term of the Agreement, the Company will pay Mr. Goldstein’s firm or his estate, in lieu of any other payments, other benefits or services to be provided by the Company, $15,000 per month for five years or the duration of Mr. Goldstein’s life, whichever is longer. At September 30, 2007, the Company had a related party liability of $0.7 million associated with the foregoing obligation.

In December 2006, the Company committed to contributing $1.7 million to the MDC/Richmond American Homes Foundation, a Delaware non-profit corporation that was incorporated on September 30, 1999 (the “Foundation”). In January 2007, the Company contributed to the Foundation 29,798 shares of MDC common stock in fulfillment of its December 2006 commitment.

14.

Income Taxes

The Company’s overall effective income tax rates were 38.2% and 37.1% for the three and nine months ended September 30, 2007, respectively, and were 36.3% and 37.2% for the three and nine months ended September 30, 2006, respectively. These changes in the effective tax rates during the 2007 periods, compared with the same periods during 2006, resulted from the impact of reductions in the benefits from I.R.C. Sec. 199, “Income Attributable to Domestic Production Activities,” and increases in estimated permanent differences primarily related to accruals for non-deductible excess compensation under I.R.C. Sec. 162(m), “Certain Excessive Employee Remuneration.”

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences that give rise to the net deferred tax asset are as follows (in thousands).


	September 30, 2007		December 31, 2006
Deferred tax assets
Warranty, litigation and other reserves	$	57,438	$	52,752
Asset impairment		227,137		41,876
Accrued liabilities		9,021		8,298
Deferred revenue		359		8,797
Inventory, additional costs capitalized for tax purposes		10,596		12,356
Stock-based compensation expense		8,382		5,620
Property, equipment and other assets, net		284		730

Total gross deferred tax assets		313,217		130,429

Deferred tax liabilities
Deferred revenue		3,551		1,532
Inventory, additional costs capitalized for financial statement purposes		585		596
Other, net		2,139		3,421

Total gross deferred tax liabilities		6,275		5,549

Net deferred tax asset	$	306,942	$	124,880

- 14 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

On January 1, 2007, the Company adopted the provisions of FIN 48. As a result of the implementation of FIN 48, the Company decreased its liability for unrecognized tax benefits by approximately $0.3 million, which was accounted for as an increase to the January 1, 2007 retained earnings balance. A reconciliation of the beginning and ending balance for liabilities associated with unrecognized tax benefits is as follows (in thousands):


Balances at January 1, 2007	$	18,739
Tax positions related to the current year		717
Lapse of applicable statute of limitations		(147	)

Balances at September 30, 2007	$	19,309

The total liabilities associated with unrecognized tax benefits that, if recognized, would impact the effective tax rates were $12.9 million and $13.2 million at January 1, 2007 and September 30, 2007, respectively.

The Company recognizes interest and penalties associated with unrecognized tax benefits in income tax expense in the Unaudited Consolidated Statements of Operations, and the corresponding liability in income taxes payable or income taxes receivable, net on the Unaudited Consolidated Balance Sheets. The expense for interest and penalties reflected in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2007 was approximately $0.6 million and $1.7 million, respectively (interest net of related tax benefits). The corresponding liabilities on the Unaudited Consolidated Balance Sheets were $2.6 million and $4.3 million at January 1, 2007 and September 30, 2007, respectively.

The Company has taken positions in certain taxing jurisdictions for which it is reasonably possible that the total amounts of unrecognized tax benefits may significantly decrease within the next twelve months. The possible decrease could result from the finalization of certain state income tax audits. An estimate of the range of the reasonably possible change cannot be made.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is subject to U.S. federal income tax examination for calendar tax years ending 2004 through 2006. The Company recently received notification from the Internal Revenue Service of its intent to audit the Company for the 2004 and 2005 tax years. Additionally, the Company is subject to various state income tax examinations for the 1996 through 2006 calendar tax years. The Company currently is under state income tax examination in the states of California, Virginia and Arizona.

15.

Subsequent Event

On October 24, 2007, the Company entered into an amendment (the “Amendment”) to its Homebuilding Line, effectively resetting the consolidated tangible net worth (as defined) base amount of the consolidated tangible net worth test, as defined. Pursuant to the Amendment, the Company’s “consolidated tangible net worth” under the Homebuilding Line “consolidated tangible net worth test” must not be less than (1) $1.405 billion; plus (2) 50% of consolidated net income, as defined, of the Company and the guarantor subsidiaries earned after September 30, 2007; plus (3) 50% of the net

- 15 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

proceeds or other consideration received by the Company for the issuance of capital stock after September 30, 2007; minus (4) the lesser of (A) the aggregate amount paid by the Company after September 30, 2007 to repurchase its common stock and (B) $300 million.

16.

Supplemental Guarantor Information

The Company’s senior notes and Homebuilding Line 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 California, 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 West Virginia, Inc.

Subsidiaries that do not guarantee the Company’s senior notes and Homebuilding Line (collectively, the “Non-Guarantor Subsidiaries”) include:

•

American Home Insurance

•

American Home Title

•

HomeAmerican

•

StarAmerican

•

Allegiant

•

RAH of Texas, LP (as of January 2007)

•

RAH Texas Holdings, LLC (as of January 2007)

•

Richmond American Homes of Texas, Inc. (as of January 2007)

The Supplemental Condensed Combining Statement of Operations for the three and nine months ended September 30, 2006 previously disclosed inter-company cost of capital charges by the Company’s Corporate segment to its homebuilding segments. The Supplemental Condensed Combining Statement of Operations for the three and nine months ended September 30, 2006 have been adjusted to eliminate this inter-company cost of capital charge in order to conform the presentation to the Company’s segment reporting included in Note 9 of the Unaudited Consolidated Financial Statements.

- 16 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Balance Sheet

September 30, 2007

(In thousands)


	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
ASSETS
Cash and cash equivalents	$	707,618		$	4,185		$	17,676		$	-		$	729,479
Restricted cash		-			1,633			-			-			1,633
Home sales and other receivables		3,169			58,518			48,361			(43,157	)		66,891
Mortgage loans held in inventory, net		-			-			72,863			-			72,863
Income taxes receivable, net		22,748			-			-			-			22,748
Inventories
Housing completed or under construction		-			1,267,476			2			-			1,267,478
Land and land under development		-			754,728			-			-			754,728
Investment in and advances to parent and subsidiaries		189,782			112,198			393			(302,373	)		-
Other assets, net		357,742			84,138			3,553			-			445,433

Total Assets	$	1,281,059		$	2,282,876		$	142,848		$	(345,530	)	$	3,361,253


LIABILITIES
Accounts payable and related party liabilities	$	45,234		$	147,896		$	765		$	(43,157	)	$	150,738
Accrued liabilities		91,744			222,667			54,757			-			369,168
Advances and notes payable to parent and subsidiaries		(1,921,005	)		1,924,182			(3,177	)		-			-
Income taxes payable		265,696			(268,210	)		2,514			-			-
Homebuilding Line		-			-			-			-			-
Mortgage Line		-			-			41,957			-			41,957
Senior notes, net		996,986			-			-			-			996,986

Total Liabilities		(521,345	)		2,026,535			96,816			(43,157	)		1,558,849


STOCKHOLDERS’ EQUITY		1,802,404			256,341			46,032			(302,373	)		1,802,404

Total Liabilities and Stockholders’ Equity	$	1,281,059		$	2,282,876		$	142,848		$	(345,530	)	$	3,361,253

- 17 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Balance Sheet

December 31, 2006

(In thousands)


	MDC			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
ASSETS
Cash and cash equivalents	$	484,682		$	6,400	$	16,865		$	-		$	507,947
Restricted cash		-			2,641		-			-			2,641
Home sales and other receivables		-			129,559		53,379			(39,002	)		143,936
Mortgage loans held in inventory, net		-			-		212,903			-			212,903
Inventories
Housing completed or under construction		-			1,178,671		-			-			1,178,671
Land and land under development		-			1,575,158		-			-			1,575,158
Investment in and advances to parent and subsidiaries		480,650			1,068		(37,782	)		(443,936	)		-
Other assets, net		169,961			113,383		5,275			-			288,619

Total Assets	$	1,135,293		$	3,006,880	$	250,640		$	(482,938	)	$	3,909,875


LIABILITIES
Accounts payable and related party liabilities	$	41,458		$	168,401	$	1,604		$	(38,057	)	$	173,406
Accrued liabilities		93,755			271,482		54,661			(945	)		418,953
Advances and notes payable to parent and subsidiaries		(2,114,146	)		2,103,373		10,773			-			-
Income taxes payable		(44,338	)		66,668		6,155			-			28,485
Homebuilding Line					-		-			-			-
Mortgage Line		-			-		130,467			-			130,467
Senior notes, net		996,682			-		-			-			996,682

Total Liabilities		(1,026,589	)		2,609,924		203,660			(39,002	)		1,747,993


STOCKHOLDERS’ EQUITY		2,161,882			396,956		46,980			(443,936	)		2,161,882

Total Liabilities and Stockholders’ Equity	$	1,135,293		$	3,006,880	$	250,640		$	(482,938	)	$	3,909,875

- 18 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Statements of Operations

Three Months Ended September 30, 2007

(In thousands)


	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
REVENUE
Home sales revenue	$	-		$	655,531		$	112		$	(4,519	)	$	651,124
Land sales and other revenue		16,049			4,837			14,651			-			35,537
Equity in earnings of subsidiaries		(142,124	)		-			-			142,124			-

Total Revenue		(126,075	)		660,368			14,763			137,605			686,661

COSTS AND EXPENSES
Home cost of sales		-			563,857			64			(4,519	)		559,402
Asset impairments		-			248,950			-			-			248,950
Marketing and commission expenses		-			52,589			5			-			52,594
General and administrative expenses		14,285			52,431			9,766			-			76,482
Other expenses		95			452			-			-			547

Total Costs and Expenses		14,380			918,279			9,835			(4,519	)		937,975

(Loss) income before income taxes		(140,455	)		(257,911	)		4,928			142,124			(251,314	)
(Provision for) benefit from income taxes		(14,923	)		112,627			(1,768	)		-			95,936

NET (LOSS) INCOME	$	(155,378	)	$	(145,284	)	$	3,160		$	142,124		$	(155,378	)

- 19 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Statements of Operations

Three Months Ended September 30, 2006

(In thousands)


	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
REVENUE
Home sales revenue	$	-		$	1,058,408		$	-		$	(7,708	)	$	1,050,700
Land sales and other revenue		49			6,102			24,072			-			30,223
Equity in earnings of subsidiaries		78,938			-			-			(78,938	)		-

Total Revenue		78,987			1,064,510			24,072			(86,646	)		1,080,923

COSTS AND EXPENSES
Home cost of sales		-			821,513			19			(7,708	)		813,824
Asset impairments		-			19,915			-			-			19,915
Marketing and commission expenses		373			67,313			-			-			67,686
General and administrative expenses		18,945			69,316			11,518			-			99,779
Other expenses		88			3,210			-			-			3,298

Total Costs and Expenses		19,406			981,267			11,537			(7,708	)		1,004,502

Income before income taxes		59,581			83,243			12,535			(78,938	)		76,421
Provision for income taxes		(10,875	)		(12,180	)		(4,660	)		-			(27,715	)

NET INCOME	$	48,706		$	71,063		$	7,875		$	(78,938	)	$	48,706

- 20 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Statements of Operations

Nine Months Ended September 30, 2007

(In thousands)


	MDC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
REVENUE
Home sales revenue	$	-		$	2,062,250		$	3,370		$	(14,883	)	$	2,050,737
Land sales and other revenue		30,510			19,126			48,120			-			97,756
Equity in earnings of subsidiaries		(288,991	)		-			-			288,991			-

Total Revenue		(258,481	)		2,081,376			51,490			274,108			2,148,493


COSTS AND EXPENSES
Home cost of sales		-			1,760,740			3,308			(14,883	)		1,749,165
Asset impairments		-			551,422			-			-			551,422
Marketing and commission expenses		-			158,316			358			-			158,674
General and administrative expenses		44,749			170,782			31,698			-			247,229
Other expenses		286			7,515			225			-			8,026

Total Costs and Expenses		45,035			2,648,775			35,589			(14,883	)		2,714,516

(Loss) income before income taxes		(303,516	)		(567,399	)		15,901			288,991			(566,023	)
(Provision for) benefit from income taxes		(52,332	)		268,210			(5,703	)		-			210,175

NET (LOSS) INCOME	$	(355,848	)	$	(299,189	)	$	10,198		$	288,991		$	(355,848	)

- 21 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Statements of Operations

Nine Months Ended September 30, 2006

(In thousands)


	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
REVENUE
Home sales revenue	$	-		$	3,372,799		$	-		$	(16,383	)	$	3,356,416
Land sales and other revenue		642			26,590			74,681			-			101,913
Equity in earnings of subsidiaries		309,319			-			-			(309,319	)		-

Total Revenue		309,961			3,399,389			74,681			(325,702	)		3,458,329


COSTS AND EXPENSES
Home cost of sales		-			2,556,701			63			(16,383	)		2,540,381
Asset impairments		-			20,775			-			-			20,775
Marketing and commission expenses		480			198,046			-			-			198,526
General and administrative expenses		67,733			219,821			39,041			-			326,595
Other expenses		2,792			18,124			-			-			20,916

Total Costs and Expenses		71,005			3,013,467			39,104			(16,383	)		3,107,193

Income before income taxes		238,956			385,922			35,577			(309,319	)		351,136
Provision for income taxes		(18,338	)		(98,827	)		(13,353	)		-			(130,518	)

NET INCOME	$	220,618		$	287,095		$	22,224		$	(309,319	)	$	220,618

- 22 -

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Statements of Cash Flows

Nine Months Ended September 30, 2007

(In thousands)


	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries		Consolidated MDC
Net cash provided by (used in) operating activities	$	244,999		$	(1,011	)	$	91,580		$	-	$	335,568

Net cash used in investing activities		(4,899	)		(1,204	)		(2,259	)		-		(8,362	)

Financing activities
Lines of credits
Advances		160,448			-			408,539			-		568,987
Principal payments		(160,448	)		-			(497,049	)		-		(657,497	)
Excess tax benefit from stock- based compensation		6,349			-			-			-		6,349
Dividend payments		(34,311	)		-			-			-		(34,311	)
Proceeds from exercise of stock options		10,798			-			-			-		10,798

Net cash used in financing activities		(17,164	)		-			(88,510	)		-		(105,674	)

Net increase (decrease) in cash and cash equivalents		222,936			(2,215	)		811			-		221,532
Cash and cash equivalents
Beginning of period		484,682			6,400			16,865			-		507,947

End of period	$	707,618		$	4,185		$	17,676		$	-	$	729,479

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

Supplemental Condensed Combining Statements of Cash Flows

Nine Months Ended September 30, 2006

(In thousands)


	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
Net cash provided by (used in) operating activities	$	83,595		$	(129,829	)	$	6,011		$	(1,120	)	$	(41,343	)

Net cash used in investing activities		(1,949	)		(5,249	)		(26	)		-			(7,224	)

Financing activities
Net (decrease) increase in borrowings from parent and subsidiaries		(136,299	)		136,501			(202	)		-			-
Lines of credits
Advances		450,900			-			-			-			450,900
Principal payments		(450,900	)		-			(4,163	)		-			(455,063	)
Excess tax benefit from stock- based compensation		1,569			-			-			-			1,569
Dividend payments		(34,823	)		-			-			1,120			(33,703	)
Proceeds from exercise of stock options		3,177			-			-			-			3,177

Net cash (used in) provided by financing activities		(166,376	)		136,501			(4,365	)		1,120			(33,120	)

Net (decrease) increase in cash and cash equivalents		(84,730	)		1,423			1,620			-			(81,687	)
Cash and cash equivalents
Beginning of period		196,032			5,527			12,972			-			214,531

End of period	$	111,302		$	6,950		$	14,592		$	-		$	132,844

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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. Actual results may differ materially from those indicated in such forward-looking statements. Factors that may cause such a difference include, but are not limited to, those discussed in “Item 1A: Risk Factors Relating to our Business” of our Annual Report on Form 10-K for the year ended December 31, 2006 and this Quarterly Report on Form 10-Q.

INTRODUCTION

M.D.C. Holdings, Inc. is a Delaware corporation. We refer to M.D.C. Holdings, Inc. as the “Company,” “MDC,” “we” or “our” in this Quarterly Report on Form 10-Q, and these designations include our subsidiaries unless we state otherwise. Our homebuilding segments consist of subsidiary companies that build and sell homes under the name “Richmond American Homes.” The Company’s homebuilding reportable segments are as follows: (1) West (Arizona, California and Nevada); (2) Mountain (Colorado and Utah); (3) East (Maryland and Virginia, which includes Virginia and West Virginia); and (4) Other Homebuilding (Florida, Illinois, Delaware Valley, which includes Pennsylvania, Delaware and New Jersey, and Texas, although we recently completed our exit of the Texas market).

Our Financial Services and Other segment consists of HomeAmerican Mortgage Corporation (“HomeAmerican”), which originates mortgage loans primarily for our homebuyers, American Home Insurance Agency, Inc. (“American Home Insurance”), which offers third-party insurance products to our homebuyers, and American Home Title and Escrow Company (“American Home Title”), which provides title agency services to our homebuyers in Colorado, Delaware, Florida, Illinois, Nevada, Maryland, Virginia and West Virginia. This segment also includes Allegiant Insurance Company, Inc., A Risk Retention Group (“Allegiant”), which provides general liability coverage for products and completed operations to the Company and, in most of the Company’s markets, to subcontractors of MDC’s homebuilding subsidiaries, and StarAmerican Insurance Ltd. (“StarAmerican”), a Hawaii corporation. StarAmerican, a wholly owned subsidiary of MDC formed in 2003, has agreed to re-insure all claims pursuant to two policies issued to the Company by a third party. Pursuant to agreements beginning in June 2004, StarAmerican has agreed to re-insure all Allegiant claims in excess of $50,000 per occurrence, up to $3.0 million per occurrence, subject to various aggregate limits, not to exceed $18.0 million per year.

EXECUTIVE SUMMARY

During the 2007 third quarter, the homebuilding business experienced a dramatic decline in consumer demand for new homes. We have responded to these market conditions in a number of ways, as further discussed below. However, we are not immune from the uncertainties in the wider credit and capital markets, which we believe will play a major role in the timing, strength and sustainability of any housing correction. Additionally, while certain governmental organizations and other mortgage industry participants have taken steps recently to ease the downturn in the credit and capital markets, we cannot provide any assurance as to the impact their efforts will have on our Company or the homebuilding industry as a whole. See “Forward-Looking Statements” below.

Each of our homebuilding segments and our Financial Services and Other segment continued to be impacted by the downturn in the homebuilding and mortgage lending industries, which included,

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among other things, on-going homebuyer concerns about declines in the market value of homes, lower availability of credit for homebuyers resulting from tightened mortgage loan underwriting criteria, and an overall reduction in liquidity in the mortgage industry. We believe these and other factors contributed to, among other things: (1) significant increases in competition for new home orders driven by builders significantly reducing pricing in an attempt to reduce their inventory levels; (2) continued high levels of incentives and, in many cases, increased incentives required to stimulate new home orders and maintain previous home orders in Backlog (as defined below) until they close; (3) high levels of foreclosures, which contributed to the excess supply of homes available to be purchased; (4) prospective homebuyers having a more difficult time selling their existing homes in this increasingly competitive environment; and (5) reduced affordability of homes, partially due to increased difficulty of homebuyers to qualify for mortgage loans.

For MDC, these conditions resulted in fewer closed homes, decreased new home orders, reduced year-over-year Backlog and lower Home Gross Margins (as defined below) in 2007, as well as asset impairments of $249.0 million and $551.4 million for the third quarter and first nine months of 2007, respectively. As a consequence, we recognized net losses of $155.4 million and $355.8 million during the three and nine months ended September 30, 2007, respectively, compared with net income of $48.7 million and $220.6 million for the same periods in 2006. Due to homebuyer uncertainty with respect to the volatility in the homebuilding and mortgage lending industries, we cannot determine the potential for net losses in future reporting periods. See “Forward-Looking Statements” below.

Recognizing the challenges presented by the current homebuilding and mortgage lending environments, our management continued to focus on: (1) consolidating divisions in an attempt to reduce our general and administrative expenses, primarily through personnel reductions; (2) reducing our portfolio of lots controlled to accommodate the current pace of new home orders in our markets; (3) limiting cash outflows, including tighter controls over land development and home construction costs, speculative inventory levels and new home starts; (4) lowering risks associated with the origination and subsequent sales of mortgage loan products; (5) implementing initiatives to generate traffic, new home orders and maintain home orders in Backlog until they close, including focused sales and marketing programs and increased home sales incentives; (6) providing flexibility to new and existing homebuyers by offering mortgage loan products for which they are able to qualify, such as government loans, that continue to conform to HomeAmerican’s tightened mortgage underwriting criteria; and (7) expanding the scope of our national customer experience initiative, which is intended to improve the home buying and home ownership experience.

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 periods. 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 using different estimates and assumptions, or if conditions are significantly different in the future. See “Forward-Looking Statements” below.

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The accounting policies and estimates, which we believe are critical and require the use of complex judgment in their application, are those related to (1) homebuilding inventory valuation; (2) revenue recognition; (3) segment reporting; (4) stock-based compensation; (5) home cost of sales; (6) warranty reserves; (7) land option contracts; and (8) insurance reserves. 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, 2006.

RESULTS OF OPERATIONS

The following discussion compares results for the three and nine months ended September 30, 2007 with the three and nine months ended September 30, 2006.

(Loss) Income Before Income Taxes. The table below summarizes our (loss) income before income taxes by segment (dollars in thousands).


	Three Months Ended September 30,						Change
	2007			2006			Amount			%
Homebuilding
West	$	(197,917	)	$	53,762		$	(251,679	)	-468%
Mountain		(925	)		9,320			(10,245	)	-110%
East		(15,998	)		23,911			(39,909	)	-167%
Other Homebuilding		(43,158	)		(4,660	)		(38,498	)	N/A

Total Homebuilding		(257,998	)		82,333			(340,331	)	-413%

Financial Services and Other		5,018			12,989			(7,971	)	-61%
Corporate		1,666			(18,901	)		20,567		-109%

Consolidated	$	(251,314	)	$	76,421		$	(327,735	)	-429%


	Nine Months Ended September 30,						Change
	2007			2006			Amount			%
Homebuilding
West	$	(462,547	)	$	274,642		$	(737,189	)	-268%
Mountain		3,218			25,183			(21,965	)	-87%
East		(27,168	)		85,691			(112,859	)	-132%
Other Homebuilding		(81,776	)		237			(82,013	)	N/A

Total Homebuilding		(568,273	)		385,753			(954,026	)	-247%

Financial Services and Other		16,776			35,161			(18,385	)	-52%
Corporate		(14,526	)		(69,778	)		55,252		-79%

Consolidated	$	(566,023	)	$	351,136		$	(917,159	)	-261%

We recognized a loss before income taxes in our homebuilding segments during the three and nine months ended September 30, 2007, primarily resulting from: (1) asset impairments of $249.0 million and $551.4 million, respectively; (2) significant decreases in Home Gross Margins in most of our homebuilding segments; and (3) closing fewer homes in each of our homebuilding

- 27 -

segments during the 2007 third quarter and first nine months. Partially offsetting these items were decreases in general and administrative, commission and marketing expenses of $16.8 million, $12.5 million and $2.6 million, respectively, during the 2007 third quarter and $48.4 million, $35.1 million and $4.8 million, respectively, during the nine months ended September 30, 2007.

In our West segment, the loss before income taxes during the three and nine months ended September 30, 2007 primarily was due to: (1) asset impairments of $190.5 million and $445.1 million, respectively; (2) significant decreases in Home Gross Margins; and (3) closing 548 and 1,842 fewer homes, respectively. These items partially were offset by a combined decrease in general and administrative, marketing and commission expenses of $22.5 million and $42.9 million during the three and nine months ended September 30, 2007, respectively.

In our Mountain segment, the loss before income taxes during the 2007 third quarter primarily resulted from asset impairments of $6.9 million and closing 159 fewer homes. Mountain segment income before income taxes for the nine months ended September 30, 2007 decreased primarily due to asset impairments of $16.7 million and closing 583 fewer homes, partially offset by a $2.5 million decrease in commission expense.

In our East segment, we recognized losses before income taxes during the 2007 third quarter and first nine months, primarily due to: (1) asset impairments of $16.2 million and $24.7 million, respectively; (2) significant decreases in Home Gross Margins; and (3) closing 111 and 391 fewer homes, respectively. These items partially were offset by a combined decrease in general and administrative, marketing and commission expenses of $5.7 million and $23.2 million for the three and nine months ended September 30, 2007, respectively.

We recognized losses before income taxes during the 2007 third quarter and first nine months in our Other Homebuilding segment, primarily resulting from: (1) asset impairments of $35.3 million and $64.9 million, respectively; (2) closing 174 and 718 fewer homes, respectively; and (3) significant decreases in Home Gross Margins. These items partially were offset by a combined decrease in general and administrative, marketing and commission expenses of $3.0 million and $19.9 million for the three and nine months ended September 30, 2007, respectively.

Income before income taxes in our Financial Services and Other segment decreased during the 2007 third quarter and first nine months due to lower gains on sales of mortgage loans. These declines partially were offset by decreases of $1.9 million and $8.0 million in general and administrative expenses during the three and nine months ended September 30, 2007, respectively. Our Corporate segment generated income before income taxes during the 2007 third quarter, and decreased the loss before income taxes during the nine months ended September 30, 2007, primarily as a result of: (1) increases in interest income, net; (2) an $8.0 million gain recognized on the sale of an aircraft; and (3) decreases of $4.7 million and $23.0 million in general and administrative expense, respectively.

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Total Revenue. The table below summarizes total revenue by segment (dollars in thousands).


	Three Months Ended September 30,						Change
	2007			2006			Amount			%
Homebuilding
West	$	389,309		$	653,932		$	(264,623	)	-40%
Mountain		138,439			168,193			(29,754	)	-18%
East		72,368			137,050			(64,682	)	-47%
Other Homebuilding		60,364			105,553			(45,189	)	-43%

Total Homebuilding		660,480			1,064,728			(404,248	)	-38%

Financial Services and Other		14,652			23,843			(9,191	)	-39%
Corporate		16,048			60			15,988		N/A
Inter-company adjustments		(4,519	)		(7,708	)		3,189		-41%

Consolidated	$	686,661		$	1,080,923		$	(394,262	)	-36%


	Nine Months Ended September 30,						Change
	2007			2006			Amount			%
Homebuilding
West	$	1,277,012		$	2,061,708		$	(784,696	)	-38%
Mountain		418,300			519,107			(100,807	)	-19%
East		205,523			444,765			(239,242	)	-54%
Other Homebuilding		184,195			374,299			(190,104	)	-51%

Total Homebuilding		2,085,030			3,399,879			(1,314,849	)	-39%

Financial Services and Other		47,836			74,158			(26,322	)	-35%
Corporate		30,510			675			29,835		N/A
Inter-company adjustments		(14,883	)		(16,383	)		1,500		-9%

Consolidated	$	2,148,493		$	3,458,329		$	(1,309,836	)	-38%

The decreases in total revenue for our homebuilding segments during the three and nine months ended September 30, 2007 resulted from significant declines in home sales revenue primarily due to: (1) closing fewer homes in each of our homebuilding segments, most notably in our West segment; and (2) decreases in the average selling prices of homes closed in most of our markets. Total revenue for our Financial Services and Other segment decreased due to lower gains on sales of mortgage loans, which were driven by: (1) originating significantly fewer mortgage loans resulting from the declines in our home closing levels; (2) lower Capture Rates (as defined below) during the 2007 periods; and (3) a shift to a less profitable, but risk-mitigating, strategy of selling a majority of mortgage loan products faster after origination. Total revenue in our Corporate segment improved during the 2007 third quarter and first nine months due to an increase in interest income generated from significantly higher cash balances throughout the first three quarters of 2007, as well as the recognized gain on sale of an aircraft.

Inter-company adjustments relate to mortgage loan origination fees paid at the time of a home closing by our homebuilding subsidiaries to HomeAmerican on behalf of our homebuyers.

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Home Sales Revenue. The table below summarizes home sales revenue by segment (dollars in thousands).


	Three Months Ended September 30,						Change
	2007			2006			Amount			%
West	$	385,139		$	652,043		$	(266,904	)	-41%
Mountain		138,051			167,422			(29,371	)	-18%
East		72,209			135,629			(63,420	)	-47%
Other Homebuilding		60,244			103,314			(43,070	)	-42%

Total Homebuilding		655,643			1,058,408			(402,765	)	-38%

Inter-company adjustments		(4,519	)		(7,708	)		3,189		-41%

Consolidated	$	651,124		$	1,050,700		$	(399,576	)	-38%


	Nine Months Ended September 30,						Change
	2007			2006			Amount			%
West	$	1,269,329		$	2,057,359		$	(788,030	)	-38%
Mountain		408,943			517,301			(108,358	)	-21%
East		204,117			441,480			(237,363	)	-54%
Other Homebuilding		183,231			356,659			(173,428	)	-49%

Total Homebuilding		2,065,620			3,372,799			(1,307,179	)	-39%

Inter-company adjustments		(14,883	)		(16,383	)		1,500		-9%

Consolidated	$	2,050,737		$	3,356,416		$	(1,305,679	)	-39%

In our West segment, decreases in home sales revenue for the three and nine months ended September 30, 2007 primarily resulted from closing 548 and 1,842 fewer homes, respectively, as well as decreases in the average selling prices for homes closed in each market within this segment for both 2007 periods. Home sales revenue in our Mountain segment decreased during the 2007 third quarter and first nine months due to closing 159 and 583 fewer homes, respectively. These items partially were offset by increases in the average selling prices for homes closed in this segment during the 2007 third quarter and first nine months.

The decline in home sales revenue for the three months ended September 30, 2007 in our East segment primarily was due to decreases in the average selling prices of closed homes in Maryland and the impact of closing 111 fewer homes. Home sales revenue for the first nine months of 2007 decreased due to closing 391 fewer homes and a decrease in the average selling prices of homes closed in each market within this segment. Home sales revenue in our Other Homebuilding segment decreased in the third quarter of 2007 and first nine months primarily due to closing 174 and 718 fewer homes, respectively, and decreases in the average selling prices for homes closed in our Florida market. These items partially were offset by increases in the average selling prices of homes closed in our Delaware Valley and Illinois markets.

Land Sales. Land sales revenue was $2.7 million and $12.2 million during the three and nine months ended September 30, 2007, respectively, and primarily related to the sale of land in Utah, California and Arizona that no longer met our strategic objectives in those markets. Land sales revenue

- 30 -

was $3.3 million and $18.8 million during the three and nine months ended September 30, 2006, respectively, and primarily related to the sale of land in Texas in connection with our exit of that market.

Other Revenue. The table below sets forth the components of other revenue (dollars in thousands).


	Three Months Ended September 30,				Change
	2007		2006		Amount			%
Gains on sales of mortgage loans, net	$	6,855	$	12,950	$	(6,095	)	-47%
Broker origination fees		1,561		2,255		(694	)	-31%
Insurance revenue		4,153		6,534		(2,381	)	-36%
Interest income, net		9,433		2,372		7,061		298%
Title and other revenue		10,835		2,776		8,059		290%

Total other revenue	$	32,837	$	26,887	$	5,950		22%


	Nine Months Ended September 30,				Change
	2007		2006		Amount			%
Gains on sales of mortgage loans, net	$	22,536	$	41,416	$	(18,880	)	-46%
Broker origination fees		4,996		6,678		(1,682	)	-25%
Insurance revenue		13,839		17,613		(3,774	)	-21%
Interest income, net		26,938		5,225		21,713		416%
Title and other revenue		17,296		12,169		5,127		42%

Total other revenue	$	85,605	$	83,101	$	2,504		3%

Other revenue improved for the three and nine months ended September 30, 2007 primarily as a result of increases in interest income, net and title and other revenue. Interest income, net increased due to our cash balances being significantly higher during the 2007 periods, resulting from our on-going efforts to limit our inventory acquisitions during the current homebuilding down cycle. Our cash and cash equivalents consisted of funds in highly liquid, cash equivalents with an original maturity of 90 days or less, primarily commercial paper, money market funds and time deposits. Title and other revenue increased during both 2007 periods primarily due to the sale of an aircraft, which resulted in an $8.0 million gain. These increases to other revenue partially were offset by lower gains on sales of mortgage loans, due in part to originating fewer mortgage loans, declines in our 2007 Capture Rates and a shift to a less profitable, but risk-mitigating, strategy of selling mortgage loan products faster after origination.

Home Cost of Sales. Home cost of sales (which primarily includes land and construction costs, capitalized interest, closing costs, and reserves for warranty and excludes commissions, amortization of deferred marketing costs and asset impairments) was $559.4 million and $1.7 billion for the three and nine months ended September 30, 2007, respectively, compared with $813.8 million and $2.5 billion during the same periods in 2006, respectively. The decrease during the 2007 third quarter primarily resulted from closing 992 fewer homes. The decrease during the nine months ended September 30, 2007 primarily resulted from closing 3,534 fewer homes, partially offset by the impact of closing more homes with higher land costs per closed home (more of the lots on which we closed homes during the first nine months of 2007 were purchased in the higher-priced 2005 and 2006 periods), and closing larger homes that included more options and upgrades as incentives for our homebuyers.

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Asset Impairments. The following table sets forth by homebuilding segment the 2007 third quarter asset impairment, September 30, 2007 carrying values of impaired assets, and number of impaired lots and subdivisions (dollars in thousands).


	Three Months Ended September 30, 2007
	Land and Land Under Development Impairments		Housing Completed or Under Construction Impairments		Total Asset Impairments		Post- Impairment Balances of Impaired Assets		Number of Lots	Number of Subdivisions
West	$	149,517	$	40,973	$	190,490	$	623,129	5,285	80
Mountain		5,055		1,875		6,930		38,677	345	12
East		10,658		5,579		16,237		75,162	278	15
Other Homebuilding		27,131		8,162		35,293		136,070	1,166	25

Total	$	192,361	$	56,589	$	248,950	$	873,038	7,074	132

Consistent with our homebuilding inventory valuation policy, we evaluated facts and circumstances existing at quarter-end to determine whether the carrying values of our homebuilding inventories were recoverable on a subdivision-by-subdivision basis. Based upon the evaluation performed, we determined that the carrying values of certain inventory assets at September 30, 2007 in each of our homebuilding segments, particularly in our California, Nevada and Arizona markets, were not recoverable. Accordingly, during the three and nine months ended September 30, 2007, we recorded impairments of our housing completed or under construction in the amounts of $56.6 million and $121.1 million, respectively, and impairments of our land and land under development in the amounts of $192.4 million and $430.3 million, respectively. These impairments, which primarily relate to assets contracted for in 2004 and 2005, were due to decreases in home sales prices and/or increases in incentives offered in an effort to: (1) remain competitive with home sales prices offered by our competitors; (2) stimulate new home orders; and (3) maintain homes in Backlog until they close. As market conditions for the homebuilding industry can fluctuate significantly period-to-period and are impacted by uncertainty in the mortgage lending industry, we will continue to assess facts and circumstances existing at future period-ends to determine whether the carrying values of our homebuilding inventories are recoverable. We cannot provide any assurance as to the potential for future asset impairments. See “Forward-Looking Statements” below.

Marketing Expenses. Marketing expenses (which include advertising, amortization of deferred marketing costs, model home expenses and other selling costs) were $28.7 million and $31.3 million for the three months ended September 30, 2007 and 2006, respectively, and $87.1 million and $91.9 million for nine months ended September 30, 2007 and 2006, respectively. The decline during the 2007 third quarter primarily resulted from lower advertising costs as we modified our marketing approach by shifting to lower cost advertising methods. The decrease during the first nine months of 2007 primarily related to lower amortization of deferred marketing costs resulting from closing fewer homes, and reduced salaries from a reduction in headcount.

Commission Expenses. Commission expenses (which include direct incremental commissions paid for homes closed) were $23.9 million and $36.4 million for the three months ended September 30, 2007 and 2006, respectively, and $71.5 million and $106.6 million for the nine months ended September 30, 2007 and 2006, respectively. The decreases during the three and nine months ended September 30, 2007 primarily were attributable to closing 992 and 3,534 fewer homes, respectively.

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General and Administrative Expenses. The following table summarizes our general and administrative expenses (dollars in thousands).


	Three Months Ended September 30,				Change
	2007		2006		Amount			%
Homebuilding	$	52,561	$	69,317	$	(16,756	)	-24%
Financial Services and Other		9,635		11,516		(1,881	)	-16%
Corporate		14,286		18,946		(4,660	)	-25%

Total general and administrative expenses	$	76,482	$	99,779	$	(23,297	)	-23%


	Nine Months Ended September 30,				Change
	2007		2006		Amount			%
Homebuilding	$	171,419	$	219,820	$	(48,401	)	-22%
Financial Services and Other		31,060		39,041		(7,981	)	-20%
Corporate		44,750		67,734		(22,984	)	-34%

Total general and administrative expenses	$	247,229	$	326,595	$	(79,366	)	-24%

General and administrative expenses for each of our homebuilding segments decreased during the three and nine months ended September 30, 2007, primarily due to lower compensation and other employee benefit-related costs. These reduced expenses resulted from various initiatives associated with right-sizing our operations in response to the reduced levels of homebuilding activity in each of our markets, including consolidating a number of our homebuilding divisions and reducing employee headcount. Through these efforts, we have reduced our homebuilding divisions to 17 as of September 30, 2007 from 27 and 23 at December 31, 2005 and 2006, respectively, allowing us to consolidate office space in many of our markets. Additionally, our employee headcount has decreased to approximately 2,500 at September 30, 2007, from a peak of approximately 4,200 at December 31, 2005 and approximately 3,200 at December 31, 2006. Lower general and administrative expenses in our homebuilding segments in the 2007 periods also reflect declines in write-offs of pre-acquisition costs and deposits on lot option contracts that we elected not to exercise.

In our Financial Services and Other segment, general and administrative expenses declined during the three and nine months ended September 30, 2007, primarily due to lower compensation-related costs. The decrease during the first nine months of 2007 partially was offset by increased costs associated with mortgage loans that were repurchased or subject to repurchase during 2007. In our Corporate segment, general and administrative expenses decreased during the three and nine months ended September 30, 2007, primarily resulting from lower compensation and other employee benefit-related costs.

Income Taxes. Our overall effective income tax rates were 38.2% and 37.1% for the three and nine months ended September 30, 2007, respectively, and 36.3% and 37.2% for the three and nine months ended September 30, 2006. The changes in the effective tax rates during the 2007 periods, compared with the same periods during 2006, resulted from the impact of reductions in the benefits from I.R.C. Sec. 199, “Income Attributable to Domestic Production Activities,” and increases in estimated permanent differences primarily related to accruals for non-deductible excess compensation under I.R.C. Sec. 162(m), “Certain Excessive Employee Remuneration.”

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Homebuilding Operating Activities

The table below sets forth information relating to Home Gross Margins and orders for homes.


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2007		2006		Amount			%	2007		2006		Amount			%
Home Gross Margins		14.1%		22.5%		-8.4%				14.7%		24.3%		-9.6%
Orders For Homes, net (units)
Arizona		385		680		(295	)	-43%		1,750		2,278		(528	)	-23%
California		152		273		(121	)	-44%		849		1,209		(360	)	-30%
Nevada		239		436		(197	)	-45%		984		1,734		(750	)	-43%

West		776		1,389		(613	)	-44%		3,583		5,221		(1,638	)	-31%

Colorado		153		196		(43	)	-22%		677		938		(261	)	-28%
Utah		41		251		(210	)	-84%		390		916		(526	)	-57%

Mountain		194		447		(253	)	-57%		1,067		1,854		(787	)	-42%

Maryland		36		70		(34	)	-49%		227		320		(93	)	-29%
Virginia		81		76		5		7%		275		383		(108	)	-28%

East		117		146		(29	)	-20%		502		703		(201	)	-29%

Delaware Valley		23		36		(13	)	-36%		104		110		(6	)	-5%
Florida		81		81		-		0%		377		530		(153	)	-29%
Illinois		37		20		17		85%		109		82		27		33%
Texas		-		1		(1	)	-100%		14		158		(144	)	-91%

Other Homebuilding		141		138		3		2%		604		880		(276	)	-31%

Total		1,228		2,120		(892	)	-42%		5,756		8,658		(2,902	)	-34%

Approximate Cancellation Rates		57%		49%		8%				44%		40%		4%
Estimated Value of Orders for Homes, net	$	365,000	$	678,000	$	(313,000	)	-46%	$	1,920,000	$	2,952,000	$	(1,032,000	)	-35%
Estimated Average Selling Price of Orders for Homes, net	$	297.2	$	319.8	$	(22.6	)	-7%	$	333.6	$	341.0	$	(7.4	)	-2%

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Orders for Homes. Most of our homebuilding segments experienced declines in net home orders during the 2007 third quarter and first nine months. This is consistent with the significant deterioration in demand for new homes reported for the markets in which we operate. Additionally, the continued high levels of competition during the three and nine months ended September 30, 2007 had a significant negative impact on our net home orders during such periods.

Home Gross Margins. We define “Home Gross Margins” to mean home sales revenue less home cost of sales as a percent of home sales revenue. Home Gross Margins during the three and nine months ended September 30, 2007 decreased significantly in each of our West, East and Other Homebuilding segments due to offering lower selling prices and/or higher sales incentives to generate new home orders and subsequent home closings, increases in speculative homes that were sold and closed and higher land and home construction costs incurred to build larger homes that we were unable to fully offset through increases in the average selling prices of those homes. The decreases in Home Gross Margins for these three segments partially were offset by slight increases in Home Gross Margins in our Mountain segment. These increases resulted from closing homes in select subdivisions in our Colorado market with higher Home Gross Margins due, in part, to strong demand for our homes in those locations, partially offset by a decrease in Home Gross Margins in Utah.

Home Gross Margins for the three months ended September 30, 2007 were impacted positively by recognizing $5.6 million in “Operating Profits” (home sales revenue less home cost of sales and all direct incremental costs associated with the home closing) that had been deferred under Statement of Financial Accounting Standards (“SFAS”) No. 66, “Accounting for Sales of Real Estate” (“SFAS 66”), as of June 30, 2007, partially offset by a current deferral of $0.7 million in Operating Profits at September 30, 2007. Home Gross Margins for the first nine months of 2007 were impacted positively by recognizing $23.1 million in Operating Profits that had been deferred under SFAS 66 as of December 31, 2006, partially offset by our September 30, 2007 deferral. Home Gross Margins for the three months ended September 30, 2006 were impacted positively by recognizing $30.7 million in Operating Profits that had been deferred under SFAS 66 as of June 30, 2006, partially offset by a deferral of $18.5 million in Operating Profits as of September 30, 2006. Additionally, during the three and nine months ended September 30, 2007, we closed homes on lots for which we previously had recorded $28.6 million and $56.6 million, respectively, of asset impairments.

Future Home Gross Margins may be impacted negatively by, among other things: (1) increased competition and continued high levels of cancellations, which would affect our ability to maintain home prices and lower levels of incentives; (2) continued decline in demand for new homes in our markets; (3) increases in the costs of subcontracted labor, finished lots, building materials, and other resources, to the extent that market conditions prevent the recovery of increased costs through higher selling prices; (4) adverse weather; (5) shortages of subcontractor labor, finished lots and other resources, which can result in delays in the delivery of homes under construction and increases in related home cost of sales; (6) the impact of being unable to sell high loan-to-value mortgage loans on a timely basis, as this may affect the timing of recognizing the Operating Profit on closed homes pursuant to SFAS 66; and (7) other general risk factors. See “Forward-Looking Statements” below.

Approximate Cancellation Rate. We define our home order “Approximate Cancellation Rate” as the approximate number of total cancelled home order contracts during a specified period of time as a percent of total home orders received during such time period. Our Approximate Cancellation Rate increased during both the three and nine months ended September 30, 2007. These increases primarily resulted from: (1) certain mortgage loan products no longer being available; (2) homebuyers having

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difficulty in qualifying for available mortgage loan products; (3) home orders that were contingent on our homebuyers being able to sell their existing homes; and (4) a decline in homebuyer confidence in the market value of homes and the lack of stabilization in home sales prices.

Homes Closed. The following table sets forth homes closed for each market within our homebuilding segments (in units).


	Three Months Ended September 30,		Change			Nine Months Ended September 30,		Change
	2007	2006	Amount		%	2007	2006	Amount		%
Arizona	700	716	(16	)	-2%	1,997	2,337	(340	)	-15%
California	237	383	(146	)	-38%	831	1,252	(421	)	-34%
Nevada	310	696	(386	)	-55%	1,028	2,109	(1,081	)	-51%

West	1,247	1,795	(548	)	-31%	3,856	5,698	(1,842	)	-32%

Colorado	219	334	(115	)	-34%	583	1,154	(571	)	-49%
Utah	162	206	(44	)	-21%	568	580	(12	)	-2%

Mountain	381	540	(159	)	-29%	1,151	1,734	(583	)	-34%

Maryland	71	104	(33	)	-32%	181	290	(109	)	-38%
Virginia	72	150	(78	)	-52%	216	498	(282	)	-57%

East	143	254	(111	)	-44%	397	788	(391	)	-50%

Delaware Valley	35	50	(15	)	-30%	116	122	(6	)	-5%
Florida	115	195	(80	)	-41%	381	702	(321	)	-46%
Illinois	41	46	(5	)	-11%	68	119	(51	)	-43%
Texas	1	75	(74	)	-99%	26	366	(340	)	-93%

Other Homebuilding	192	366	(174	)	-48%	591	1,309	(718	)	-55%

Total	1,963	2,955	(992	)	-34%	5,995	9,529	(3,534	)	-37%

Our home closings were down during the three and nine months ended September 30, 2007 in each market of our homebuilding segments, primarily due to significantly lower Backlogs at the beginning of both 2007 periods, compared with the beginning of the corresponding 2006 periods. These declines in Backlog primarily resulted from decreases in new home orders during the second half of 2006 and first half of 2007, compared with the second half of 2005 and first half of 2006, partially as a result of homebuyer concerns about declines in the market value of homes and the lack of stabilization in home sales prices, and increases in our Approximate Cancellation Rates.

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Backlog. The following table below sets forth information relating to Backlog for each market within our homebuilding segments (dollars in thousands).


	September 30, 2007		December 31, 2006		September 30, 2006		December 31, 2005
Backlog (units)
Arizona		1,257		1,504		2,040		2,099
California		445		427		722		765
Nevada		271		315		648		1,023

West		1,973		2,246		3,410		3,887

Colorado		347		253		361		577
Utah		287		465		674		338

Mountain		634		718		1,035		915

Maryland		233		187		281		251
Virginia		195		136		266		381

East		428		323		547		632

Delaware Valley		107		119		169		181
Florida		193		197		427		599
Illinois		64		23		43		80
Texas		-		12		30		238

Other Homebuilding		364		351		669		1,098

Total		3,399		3,638		5,661		6,532

Backlog Estimated Sales Value	$	1,210,000	$	1,300,000	$	2,100,000	$	2,440,000

Estimated Average Selling Price of Homes in Backlog	$	356.0	$	357.3	$	371.0	$	373.5

We define “Backlog” as homes under contract but not yet delivered. At September 30, 2007 and 2006, we had 3,399 and 5,661 homes in Backlog, respectively. Because our change in Backlog during the first nine months of 2007 is equal to the total net home orders received during the nine months ended September 30, 2007 less homes closed during the same period, refer to the previous discussion on “Homes Closed” and “Orders for Homes” for an explanation of the change in the number of homes in Backlog. The Backlog estimated sales value decreased from $2.1 billion at September 30, 2006 to $1.2 billion at September 30, 2007, primarily due to the 40% decrease in the number of homes in Backlog and a 4% decrease in the estimated average selling price of homes in Backlog.

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Active Subdivisions. The following table displays the number of our active subdivisions for each market within our homebuilding segments.


	September 30, 2007	December 31, 2006	September 30, 2006
Arizona	67	67	65
California	41	45	46
Nevada	41	41	37

West	149	153	148

Colorado	52	47	45
Utah	25	22	21

Mountain	77	69	66

Maryland	16	19	17
Virginia	21	19	19

East	37	38	36

Delaware Valley	4	8	7
Florida	23	30	29
Illinois	7	6	7
Texas	-	2	2

Other Homebuilding	34	46	45

Total	297	306	295

Average for quarter ended	303	299	296

Average Selling Prices Per Home Closed. The following table displays our average selling prices per home closed, by market (dollars in thousands).


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2007		2006		Amount			%	2007		2006		Amount			%
Arizona	$	247.9	$	311.8	$	(63.9	)	-20%	$	254.4	$	303.6	$	(49.2	)	-16%
California		492.4		520.7		(28.3	)	-5%		524.7		542.8		(18.1	)	-3%
Colorado		357.7		301.4		56.3		19%		345.5		302.2		43.3		14%
Delaware Valley		417.2		394.3		22.9		6%		452.7		396.5		56.2		14%
Florida		253.8		275.6		(21.8	)	-8%		265.2		290.1		(24.9	)	-9%
Illinois		396.1		365.6		30.5		8%		381.7		367.7		14.0		4%
Maryland		521.4		576.1		(54.7	)	-9%		521.3		573.8		(52.5	)	-9%
Nevada		294.2		317.8		(23.6	)	-7%		301.5		320.6		(19.1	)	-6%
Texas		110.0		164.0		(54.0	)	-33%		129.6		167.1		(37.5	)	-22%
Utah		363.3		321.5		41.8		13%		359.8		293.0		66.8		23%
Virginia		484.1		486.2		(2.1	)	0%		491.4		555.2		(63.8	)	-11%
Company average	$	331.7	$	355.6	$	(23.9	)	-7%	$	342.1	$	352.2	$	(10.1	)	-3%

The average selling prices of homes closed for the Company decreased during the three and nine months ended September 30, 2007. Declines were most notable in Arizona, Maryland, California, Nevada, Florida and, for the nine-month period, Virginia. These decreases resulted in part from

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increased levels of incentives and reductions in sales prices required to close homes in response to lower demand for new homes in these markets. Additionally, during the three and nine months ended September 30, 2007, we experienced increases in the number of home order cancellations, which resulted in these homes being resold and closed as speculative homes, generally with lower prices or higher incentives. We experienced increases in average selling prices in our Delaware Valley, Colorado, Illinois and Utah markets during the third quarter and first nine months of 2007, primarily related to changes in the style and size of our single-family detached homes that were closed during these periods. Also contributing to the higher average selling prices of homes closed in Utah was our ability to raise home sales prices due to the higher demand for new homes in the second half of 2006, compared with the same period during 2005.

Land Inventory. The table below shows the carrying value of land and land under development, for each market within our homebuilding segments (in thousands).


	September 30, 2007		December 31, 2006		September 30, 2006
Arizona	$	141,745	$	284,407	$	303,493
California		89,092		391,170		438,128
Nevada		136,343		305,089		331,828

West		367,180		980,666		1,073,449

Colorado		165,144		191,456		176,618
Utah		77,850		90,607		89,703

Mountain		242,994		282,063		266,321

Maryland		36,780		76,981		69,529
Virginia		67,520		108,646		115,601

East		104,300		185,627		185,130

Delaware Valley		9,516		29,345		30,882
Florida		21,400		74,149		81,150
Illinois		9,338		23,105		23,883
Texas		-		203		1,219

Other Homebuilding		40,254		126,802		137,134

Total	$	754,728	$	1,575,158	$	1,662,034

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The tables below show the total number of lots owned (excluding homes completed or under construction) and lots controlled under option agreements for each market within our homebuilding segments (in units).


	September 30, 2007	December 31, 2006	September 30, 2006
Lots Owned
Arizona	3,962	6,368	6,958
California	1,867	2,802	3,051
Nevada	1,879	2,747	3,096

West	7,708	11,917	13,105


Colorado	2,904	3,479	3,325
Utah	900	1,185	1,132

Mountain	3,804	4,664	4,457


Maryland	307	528	505
Virginia	417	643	674

East	724	1,171	1,179


Delaware Valley	141	265	283
Florida	849	1,093	1,220
Illinois	201	287	300
Texas	-	13	69

Other Homebuilding	1,191	1,658	1,872

Total	13,427	19,410	20,613


Lots Controlled Under Option
Arizona	388	744	1,283
California	157	387	1,053
Nevada	4	250	627

West	549	1,381	2,963


Colorado	258	801	1,304
Utah	-	91	272


Mountain	258	892	1,576

Maryland	605	960	1,034
Virginia	1,769	2,381	2,459

East	2,374	3,341	3,493


Delaware Valley	315	683	874
Florida	497	1,800	1,999
Illinois	-	-	47
Texas	-	-	-

Other Homebuilding	812	2,483	2,920

Total	3,993	8,097	10,952

Total Lots Owned and Controlled (excluding homes completed or under construction)	17,420	27,507	31,565

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During the 2007 third quarter and first nine months, in view of the current pace of new home orders in our markets, we remained focused on managing the total number of lots owned and controlled under option. Accordingly, the total number of lots owned (excluding homes completed or under construction) at September 30, 2007 declined 35% and 31% from September 30, 2006 and December 31, 2006, respectively, including decreases in each of our homebuilding segments. In addition, partly as a result of our efforts to control land acquisitions through modifications to lot takedown prices and extensions of time for specified lot takedowns, we have reduced our land and land under development by $820.4 million since December 31, 2006, which includes the impact of $430.3 million of impairments recognized during the first nine months of 2007. Also during the 2007 third quarter, we implemented additional operating procedures intended to more closely control cash outflows associated with land development and home construction costs. Finally, in an effort to mitigate our exposure to increases in speculative home levels generated through home order cancellations, we tightened significantly our process for approving all new home starts.

Our total lots controlled under option at September 30, 2007 decreased by 64% and 51% from September 30, 2006 and December 31, 2006, respectively. These decreases include declines within each of our homebuilding segments and primarily related to the termination of lot option contracts with terms that no longer met our underwriting criteria and limiting the purchase of lots under option. As a result, we incurred approximately $5.1 million and $15.6 million in write-offs of lot option deposits and pre-acquisition costs during the three and nine months ended September 30, 2007, respectively, compared with $7.3 million and $23.0 million during the same periods in 2006.

In addition to the non-refundable option deposits noted in the table below (in thousands), we had $4.0 million and $5.6 million in capitalized pre-acquisition costs at September 30, 2007 and December 31, 2006, respectively.