Form 10-Q
Table of Contents

 

 

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 June 30, 2009

OR

 

¨

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

Commission File No. 1-8951

M.D.C. HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   84-0622967
(State or other jurisdiction
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ¨  No  ¨

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

 

Large Accelerated Filer  x    Accelerated Filer  ¨
Non-Accelerated Filer  ¨ (Do not check if a smaller reporting company)    Smaller Reporting Company  ¨

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

As of June 30, 2009, 46,964,000 shares of M.D.C. Holdings, Inc. common stock were outstanding.

 

 

 


Table of Contents

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

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2009

INDEX

 

             Page
No.
Part I.   Financial Information:   
  Item 1.  

Unaudited Consolidated Financial Statements:

  
   

Consolidated Balance Sheets at June 30, 2009 and December 31, 2008

   1
   

Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008

   2
   

Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008

   3
   

Notes to Unaudited Consolidated Financial Statements

   4
  Item 2.  

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

   34
  Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

   72
  Item 4.  

Controls and Procedures

   72
Part II.   Other Information:   
  Item 1.  

Legal Proceedings

   74
  Item 1A.  

Risk Factors

   74
  Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

   75
  Item 3.  

Defaults Upon Senior Securities

   75
  Item 4.  

Submission of Matters to a Vote of Security Holders

   76
  Item 5.  

Other Information

   76
  Item 6.  

Exhibits

   77
  Signature    78

 

(i)


Table of Contents
ITEM 1. Unaudited Consolidated Financial Statements

M.D.C. HOLDINGS, INC.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

     June 30,
2009
    December 31,
2008
 

Assets

    

Cash and cash equivalents

   $   1,559,825      $   1,304,728   

Marketable securities

     71,926        54,864   

Unsettled trades, net

     2,133        57,687   

Restricted cash

     619        670   

Receivables

    

Home sales receivables

     13,073        17,104   

Income taxes receivable

     -        170,753   

Other receivables

     13,108        16,697   

Mortgage loans held-for-sale, net

     51,029        68,604   

Inventories, net

    

Housing completed or under construction

     297,092        415,500   

Land and land under development

     195,778        221,822   

Property and equipment, net

     37,146        38,343   

Deferred tax asset, net of valuation allowance

     -        -   

Related party assets

     28,627        28,627   

Prepaid expenses and other assets, net

     78,338        79,539   
                

Total Assets

   $ 2,348,694      $ 2,474,938   
                

Liabilities

    

Accounts payable

   $ 28,582      $ 28,793   

Accrued liabilities

     301,228        332,825   

Income taxes payable, net

     2,764        -   

Mortgage repurchase facility

     24,175        34,873   

Senior notes, net

     997,756        997,527   
                

Total Liabilities

     1,354,505        1,394,018   
                

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; 47,017,000 and 46,964,000 issued and outstanding, respectively, at June 30, 2009 and 46,715,000 and 46,666,000 issued and outstanding, respectively, at December 31, 2008

     470        467   

Additional paid-in-capital

     795,345        788,207   

Retained earnings

     199,033        292,905   

Treasury stock, at cost; 53,000 and 49,000 shares at June 30, 2009 and December 31, 2008, respectively

     (659     (659
                

Total Stockholders’ Equity

     994,189        1,080,920   
                

Total Liabilities and Stockholders’ Equity

   $ 2,348,694      $ 2,474,938   
                

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

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2009     2008     2009     2008  

Revenue

        

Home sales revenue

   $      185,554      $ 382,093      $ 352,536      $ 737,885   

Land sales revenue

     1,954        12,281        4,572        40,849   

Other revenue

     7,758        9,048        14,090        20,466   
                                

Total Revenue

     195,266        403,422        371,198        799,200   
                                

Costs and Expenses

        

Home cost of sales

     152,118        337,543        293,443        652,580   

Land cost of sales

     1,500        6,835        2,841        34,784   

Asset impairments, net

     1,243        88,278        15,812        143,110   

Marketing expenses

     7,930        20,350        16,762        39,553   

Commission expenses

     6,953        14,659        13,311        28,092   

General and administrative expenses

     37,800        43,922        76,181        95,110   

Other operating expenses

     292        1,846        557        3,570   

Related party expenses

     4        5        9        10   
                                

Total Operating Costs and Expenses

     207,840        513,438        418,916        996,809   
                                

Loss from Operations

     (12,574     (110,016     (47,718     (197,609
                                

Other income (expense)

        

Interest income

     2,968        8,547        7,039        19,023   

Interest expense

     (9,838     (80     (19,578     (210

Other income

     381        9        121        30   
                                

Loss before income taxes

     (19,063     (101,540     (60,136     (178,766

(Provision for) benefit from income taxes, net

     (10,519     814        (10,299     5,220   
                                

NET LOSS

   $ (29,582   $     (100,726   $     (70,435   $     (173,546
                                

LOSS PER SHARE

        

Basic

   $ (0.64   $ (2.18   $ (1.52   $ (3.77
                                

Diluted

   $ (0.64   $ (2.18   $ (1.52   $ (3.77
                                

WEIGHTED-AVERAGE SHARES OUTSTANDING

        

Basic

     46,548        46,110        46,474        46,033   
                                

Diluted

     46,548        46,110        46,474        46,033   
                                

DIVIDENDS DECLARED PER SHARE

   $ 0.25      $ 0.25      $ 0.50      $ 0.50   
                                

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)

 

     Six Months Ended June 30,  
     2009     2008  

Operating Activities

    

Net loss

   $ (70,435   $ (173,546

Adjustments to reconcile net loss to net cash provided by operating activities

    

Asset impairments, net

     15,812        143,110   

Deferred tax asset, net of valuation allowance

     -        84,710   

Amortization of deferred marketing costs

     3,804        13,172   

Write-offs of land option deposits and pre-acquisition costs

     557        3,668   

Depreciation and amortization of long-lived assets

     2,920        4,786   

Stock-based compensation expense

     7,325        5,357   

Excess tax benefits from stock-based compensation

     -        (367

Gain on sale of assets, net

     (1,531     (6,095

Other non-cash expenses

     1,223        272   

Net changes in assets and liabilities:

    

Restricted cash

     51        312   

Home sales and other receivables

     7,620        3,820   

Income taxes receivable/payable

     169,862        218   

Mortgage loans held-for-sale, net

     17,575        21,007   

Housing completed or under construction

     114,079        209,290   

Land and land under development

     16,506        99,980   

Prepaid expenses and other assets, net

     (4,235     (6,036

Accounts payable

     (211     (27,088

Accrued liabilities

     (29,104     (54,267
                

Net cash provided by operating activities

     251,818        322,303   
                

Investing Activities

    

Purchase of marketable securities

     (81,926     -   

Maturity of marketable securities

     64,864        -   

Proceeds from redemption requests on unsettled trades

     55,554        -   

Purchase of property and equipment

     (4,549     (116
                

Net cash provided by (used in) investing activities

     33,943        (116
                

Financing Activities

    

Lines of credit - advances

     -        93,493   

Lines of credit - payments

     -        (108,210

Payment on mortgage repurchase facility

     (34,873     -   

Advances on mortgage repurchase facility

     24,175        -   

Dividend payments

     (23,437     (23,104

Proceeds from exercise of stock options

     3,471        7,321   

Excess tax benefits from stock-based compensation

     -        367   
                

Net cash used in financing activities

     (30,664     (30,133
                

Net increase in cash and cash equivalents

     255,097        292,054   

Cash and cash equivalents

    

Beginning of period

     1,304,728        1,004,763   
                

End of period

   $ 1,559,825      $ 1,296,817   
                

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 June 30, 2009 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, 2008, filed with the SEC on February 10, 2009.

The Consolidated Statements of Operations for the three and six months ended June 30, 2009 and Consolidated Statement of Cash Flows for the six months ended June 30, 2009 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, 2008 Annual Report on Form 10-K.

During 2009 first quarter, the Company reclassified certain costs, primarily write-offs of pre-acquisition costs and deposits on lot option contracts that we elected not to exercise, from general and administrative expenses to other operating expenses on the Consolidated Statements of Operations. Accordingly, the Company has reclassified $1.8 million and $3.6 million of write-offs of pre-acquisition costs and deposits during the three and six months ended June 30, 2008, respectively, in order to conform to the current year’s presentation.

During the 2009 first quarter, the Company changed the composition of its reportable segments by reclassifying the Delaware Valley market from the Other Homebuilding segment to the East segment. This resulted primarily from a change in the internal reporting structure of the Company. As a result, the Company has restated all prior period financial and operating measures of the Delaware Valley market to the East segment in order to conform to the current year’s presentation. Certain other prior period balances have been reclassified to conform to the current year’s presentation.

 

2.

Unsettled Trades

On September 16, 2008, the Company delivered a timely redemption request to The Reserve Funds to redeem its investment in The Reserve’s Primary money market fund. The Reserve announced on September 16, 2008 that all Primary Fund redemption requests received before 3:00 p.m. that day would be redeemed at $1.00 per share. Despite representations by The Reserve that the redemptions would be paid the same day as the redemption request, the amounts due to the Company were not distributed to the Company upon request of redemption. Accordingly, at June 30, 2009 and December 31, 2008, the Company has presented the amounts due from The Reserve as unsettled trades on the Consolidated Balance Sheets and has presented the settlement of its redemption request as a source of cash from investing activities in the Company’s Consolidated Statements of Cash Flows. At June 30, 2009, the Company had $2.1 million of unsettled trades, net with The Reserve Primary Fund. While the Company believes that it made a timely redemption request to settle its investment in The Reserve Primary Fund on September 16, 2008, there are no assurances that the Company will

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

ultimately receive this amount and, as such, the Company had a valuation allowance of $374,000 against the unsettled trade associated with its redemption request of The Reserve Primary Fund as of June 30, 2009 and December 31, 2008.

 

3.

Asset Impairment

The Company’s held-for-development and held-for-sale inventories are included as a component of housing completed or under construction and land and land under development in the Consolidated Balance Sheets. The Company’s held-for-sale inventories include inventory associated with subdivisions for which the Company intends to sell the assets in their current condition. At June 30, 2009 and December 31, 2008, the Company’s inventories on the Consolidated Balance Sheets included $10.0 million and $12.1 million, respectively, of held-for-sale inventory.

On a quarterly basis, the Company evaluates its held-for-development and held-for-sale 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”).

The following table sets forth, by reportable segment, the asset impairments recorded during the three and six months ended June 30, 2009 and 2008 (in thousands).

 

     Three Months Ended June 30,    Six Months Ended June 30,
     2009     2008    2009     2008

Land and Land Under Development (Held-for-Development)

         

West

   $ -      $ 18,321    $ 9,791      $ 38,764

Mountain

     -        23,973      254        26,687

East

     1,450        6,091      1,600        6,698

Other Homebuilding

     -        1,851      17        1,865
                             

Subtotal

     1,450        50,236      11,662        74,014
                             

Housing Completed or Under Construction (Held-for-Development)

         

West

     -        11,838      3,276        33,173

Mountain

     -        5,977      -        7,217

East

     275        2,167      875        3,093

Other Homebuilding

     -        1,806      267        2,097
                             

Subtotal

     275        21,788      4,418        45,580
                             

Land and Land Under Development (Held-for-Sale)

         

West

     (557     9,360      (557     14,726

Mountain

     -        150      -        150

East

     -        750      -        750

Other Homebuilding

     -        2,938      -        3,668
                             

Subtotal

     (557     13,198      (557     19,294
                             

Other Assets

     75        3,056      289        4,222
                             

Consolidated Asset Impairments

   $          1,243      $        88,278    $        15,812      $      143,110
                             

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

During the 2009 second quarter, the Company’s impairments were concentrated in two subdivisions in the East segment and primarily resulted from continued decline in the demand for homes in these subdivisions.

The 2009 first quarter impairments of the Company’s held-for-development inventories were concentrated in the Nevada market of the West segment. These impairments resulted from a significant decrease in the average selling prices of closed homes during the 2009 first quarter, compared with the 2008 fourth quarter, in response to increased levels of competition in this market and continued high levels of home foreclosures. The impairments in the Mountain, East and Other Homebuilding segments primarily resulted from lower forecasted average selling prices for communities that are in the close out phase.

The impairments of the Company’s held-for-development inventories incurred during the 2008 second quarter and first six months primarily resulted from decreases in home sales prices and/or increases in home sales incentives offered to homebuyers in an effort to: (1) remain competitive with home sales prices then being offered by the Company’s competitors; (2) maintain homes in Backlog (defined as homes under contract but not yet delivered) during the 2008 periods until they closed; (3) address affordability issues for new homes as homebuyers were experiencing difficulty in qualifying for mortgage loans; and (4) stimulate new home orders in an effort to sell and close the remaining homes in subdivisions that were in the close-out phase.

The impairments of held-for-development inventories in the West and Mountain segments during the 2008 periods were significantly higher than impairments recorded in the Company’s other homebuilding segments, primarily resulting from: (1) competition within the sub-markets of these segments being more pronounced than in the other homebuilding segments and, as a result, the Company generally experienced more significant reductions in its average selling prices of homes within these segments; and (2) the total homebuilding inventories for the West and Mountain segments comprised 41% and 34%, respectively, of the Company’s consolidated homebuilding inventories at June 30, 2008. The Company believes that buyers of the Company’s homes in the West segment were largely comprised of entry level homebuyers, compared with a wider range of homebuyers in the other homebuilding segments and, as such, their ability to obtain suitable mortgage loan financing was impacted more adversely by the decreased availability of mortgage loan products, which contributed to the relatively higher impairments in this segment during the 2008 periods. Also contributing to the impairments in the Mountain segment was a more pronounced decline in demand for new homes during 2008, particularly in the Company’s Utah market, where the demand for new homes decreased from its peak during 2006.

During the three and six months ended June 30, 2008, the Company recorded impairments of $13.2 million and $19.3 million, respectively, on its held-for-sale inventory, primarily in the West segment. The 2008 second quarter impairments, which related to approximately 850 lots in 15 subdivisions, primarily resulted from significant decreases in the fair market values of new homes that were being sold, as this caused declines in the fair market values of land available for sale. Also contributing to these impairments were the Company’s decision that the best use of these assets was to sell them in their current condition at fair values that were significantly below their then carrying value.

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

4.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162,” (“SFAS 168”). SFAS 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 is effective for the Company’s September 30, 2009 consolidated financial statements. SFAS 168 does not change GAAP and will not have a material impact on the Company’s consolidated financial statements. However, SFAS 168 will impact the Company’s consolidated financial statements as the Company’s references to authoritative accounting literature will be revised to cite the FASB’s Accounting Standards Codification.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to variable interest entities and the definition of a variable interest entity, and requires enhanced disclosures to provide more information about an enterprise’s involvement in a variable interest entity. This statement also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS 167 is effective for the Company’s fiscal year beginning January 1, 2010. The Company is currently reviewing the effect of SFAS 167 on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 removes the concept of a qualifying special-purpose entity from SFAS 140 and removes the exception from applying FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” to qualifying special-purpose entities. SFAS 166 clarifies that the objective of paragraph 9 of SFAS 140 is to determine whether a transferor and all of the entities included in the transferor’s financial statements being presented have surrendered control over transferred financial assets. That determination must consider the transferor’s continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. SFAS 166 modifies the financial-components approach used in SFAS 140 and limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset.

SFAS 166 defines the term participating interest to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale. If the transfer does not meet those conditions, a transferor should account for the transfer as a sale only if it transfers an entire financial asset or a group of entire financial assets and surrenders control over the entire transferred asset(s) in accordance with the conditions in paragraph 9 of SFAS 140, as amended by SFAS 166.

The special provisions in SFAS 140 and FASB Statement No. 65, “Accounting for Certain Mortgage Banking Activities,” for guaranteed mortgage securitizations are removed thereby requiring

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

those securitizations to be treated the same as other transfers of financial assets within the scope of SFAS 140, as amended by SFAS 166. If such a transfer does not meet the requirements for sale accounting, the securitized mortgage loans should continue to be classified as loans in the transferor’s statement of financial position. SFAS 166 requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale.

SFAS 166 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The recognition and measurement provisions of SFAS 166 shall be applied to transfers that occur on or after the effective date. The Company is currently evaluating the impact that SFAS 166 may have on its financial position, results of operations and cash flows.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Among other things, SFAS 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 was effective for the Company’s quarter ending June 30, 2009. The Company has evaluated subsequent events through the date of this filing, July 31, 2009 and determined there were no subsequent events required to be reported.

In February 2008, the FASB issued FASB Staff Position (“FSP”) FAS 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions” (“FSP 140-3”). The objective of FSP 140-3 is to provide implementation guidance on whether the security transfer and contemporaneous repurchase financing involving the transferred financial asset must be evaluated as one linked transaction or two separate de-linked transactions.

FSP 140-3 requires the recognition of the transfer and the repurchase agreement as one linked transaction, unless all of the following criteria are met: (1) the initial transfer and the repurchase financing are not contractually contingent on one another; (2) the initial transferor has full recourse upon default, and the repurchase agreement’s price is fixed and not at fair value; (3) the financial asset is readily obtainable in the marketplace and the transfer and repurchase financing are executed at market rates; and (4) the maturity of the repurchase financing precedes the maturity of the financial asset. The scope of FSP 140-3 is limited to transfers and subsequent repurchase financings that are entered into contemporaneously or in contemplation of one another. FSP 140-3 became effective for the Company on January 1, 2009. The adoption of FSP 140-3 did not have a material impact on the Company’s financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 expands the disclosure requirements in SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS 133”) regarding an entity’s derivative instruments and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. In accordance with SFAS 161, the Company has provided expanded disclosures as set forth in Note 6 to the Unaudited Consolidated Financial Statements.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

In June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP 03-6-1”). FSP 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years, and requires retrospective application. Under FSP 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities under SFAS No. 128, “Earnings per Share” (“SFAS 128”) and, as such, should be included in the computation of basic earnings per share using the two-class method under SFAS 128. However, since the Company incurred a net loss for the three and six months ended June 30, 2009 and 2008, the Company has excluded unvested restricted stock from basic earnings per share in accordance with EITF 03-6 “Participating Securities and the Two-Class Method under FASB Statement No. 128” (“EITF 03-6”) as described in Note 8 to the Unaudited Consolidated Financial Statements.

In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSP 140-4”). FSP 140-4 amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”), to require public entities to provide additional disclosures about transfers of financial assets. It also amends FASB Interpretation No. 46(R) to require public enterprises, including sponsors that have a variable interest in a VIE, to provide additional disclosures about their involvement with VIEs. FSP 140-4 is related to disclosure only and will not have an impact on the Company’s consolidated financial position or results of operations.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1”). FSP 107-1 relates to fair value disclosures for financial instruments that are within the scope of SFAS No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”). The guidance in FSP 107-1 increases the frequency of disclosures under SFAS 107 to a quarterly rather than an annual basis. Additionally, FSP 107-1 requires the following disclosures in interim financial statements: (1) the fair value of all financial instruments for which it is practicable to estimate that value; (2) the method(s) and significant assumptions used to estimate the fair value of those financial instruments; and (3) a discussion of changes in method(s) and significant assumptions, if any, during the reporting period. FSP 107-1 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP 107-1 required additional disclosures in this report on Form 10-Q and did not have an impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”). FSP 157-4 provides additional guidance on determining fair value under SFAS 157, which is the price that would be received to sell an asset or transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants. FSP 157-4 indicates that if an entity determines that either the volume and/or level of activity for the sale of an asset or transfer of a liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

value. Specifically, FSP 157-4 provides additional guidance to clarify the factors that should be considered in estimating fair value when there has been a significant decrease in market activity for an asset or liability. FSP 157-4 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP 157-4 did not have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2”). FSP 115-2 establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities. Prior to the issuance of FSP 115-2, impairments of investments in debt and equity securities classified as available-for-sale and held-to-maturity were evaluated on the basis of whether an entity could assert the ability and intent to hold the investment until a recovery of fair value. FSP 115-2 changes existing impairment guidance under SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities” to indicate that an impairment is other-than-temporary if any of the following conditions exist: (1) an entity intends to sell a security; (2) it is more likely than not that an entity will be required to sell the security before recovery of its amortized cost basis; or (3) an entity does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). FSP 115-2 also requires additional disclosures for debt and equity securities for both annual and interim reporting periods. FSP 115-2 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP 115-2 did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

5.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in certain preceding accounting pronouncements. The Company adopted SFAS 157 for financial and non-financial instruments during the 2008 and 2009 first quarters, respectively. Although the adoption of SFAS 157 did not materially impact its financial condition, results of operations, or cash flow, the Company now is required to provide additional disclosures as part of its financial statements as set forth below.

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments.

Cash and Cash Equivalents.  For cash and cash equivalents, the fair value approximates carrying value.

Marketable securities. The Company classifies its marketable securities as held-to-maturity as it has both the ability and intent to hold these investments until their maturity date. Accordingly, the Company’s marketable securities are reported at amortized cost in the Consolidated Balance Sheets. At

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

June 30, 2009, the Company’s marketable securities consisted primarily of: (1) debt securities, which may include, among others, United States government and government agency debt, corporate debt and bankers’ acceptances; and (2) deposit securities which may include, among others, certificates of deposit and time deposits. The following table shows the Company’s carrying value of its marketable securities at June 30, 2009, by security type and maturity date as well the estimated fair value for each security type. The fair value of the Company’s marketable securities are based upon Level 1 fair value inputs.

 

     June 30, 2009
     Recorded
Amount
   Estimated Fair
Value

Debt securities - maturity less than 1 year

   $        41,527    $        41,618

Debt securities - maturity 1 to 5 years

     12,756      13,032

Deposit securities - maturity less than 1 year

     15,065      15,001

Deposit securities - maturity 1 to 5 years

     2,578      2,592
             

Total marketable securities

   $ 71,926    $ 72,243
             

Mortgage Loans Held-for-Sale, Net.  As of June 30, 2009, the primary components of the Company’s mortgage loans held-for-sale that are measured at fair value on a recurring basis are: (1) mortgage loans held-for-sale under commitments to sell; and (2) those mortgage loans held-for-sale not under commitments to sell. At June 30, 2009 and December 31, 2008, the Company had $33.0 million and $47.0 million, respectively, in mortgage loans held-for-sale under commitments to sell for which fair value was based upon a Level 2 input being the quoted market prices for those mortgage loans. At June 30, 2009 and December 31, 2008, the Company had $19.3 million and $21.6 million, respectively, of mortgage loans held-for-sale that were not under commitments to sell and, as such, their fair value was based upon Level 2 inputs, primarily estimated market prices received from an outside party.

Inventories.  The Company’s assets measured at fair value on a nonrecurring basis are those assets for which the Company has recorded impairments during the current period and primarily relate to the Company’s housing completed or under construction and land and land under development. The following table sets forth the current carrying value (in thousands) of the Company’s inventory that was impaired at June 30, 2009. Accordingly, these carrying values represent the fair value of such inventory at June 30, 2009 and were based upon Level 3 fair value inputs.

 

     Land and Land
Under
Development
(Held-for-
Development)
   Housing
Completed or
Under
Construction
(Held-for-
Development)
   Total Fair
Value of
Impaired
Inventory

West

   $ -    $ -    $ -

Mountain

     -      -      -

East

     807      2,171      2,978

Other Homebuilding

     -      -      -
                    

Consolidated

   $            807    $          2,171    $          2,978
                    

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Lines of Credit.  The Company’s lines of credit are at floating rates or at fixed rates that approximate current market rates and have relatively short-term maturities. The fair value approximates carrying value.

Senior Notes.  The estimated fair values of the senior notes in the following table are considered to be Level 2 fair value inputs pursuant to SFAS 157 and are an estimated fair value of the bonds when compared with bonds in the homebuilding sector (in thousands).

 

     June 30, 2009
     Recorded
Amount
   Estimated Fair
Value

7% Senior Notes due 2012

   $      149,369    $      155,625

5 1/2% Senior Notes due 2013

   $ 349,592    $ 342,715

5 3/8% Medium Term Senior Notes due 2014

   $ 249,024    $ 225,241

5 3/8% Medium Term Senior Notes due 2015

   $ 249,771    $ 221,359

 

6.

Derivative Financial Instruments

The Company utilizes certain derivative instruments in the normal course of business, which primarily include commitments to originate mortgage loans (interest rate lock commitments or locked pipeline) and forward sales of mortgage-backed securities commitments, both of which typically are short-term in nature. Forward sales securities commitments and private investor sales commitments are utilized to hedge changes in fair value of mortgage loan inventory and commitments to originate mortgage loans. At June 30, 2009, the Company had $63.6 million in interest rate lock commitments and $58.0 million in forward sales of mortgage-backed securities.

SFAS 133 requires companies to recognize all of their derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (i.e. gains or losses) of a derivative instrument depends on whether it has been designated by a company as a “hedging relationship” and is determined to qualify for hedge accounting. To qualify for hedge accounting under SFAS 133, at the inception of a hedge, a company must formally document the relationship between the derivative instrument and the hedged item, as well as the risk management objective, the strategy for undertaking the hedge transactions, and the method a company will use to assess the hedge’s effectiveness in achieving offsetting changes in fair value. In addition, a company must document the results of the method used to assess hedge effectiveness on an on-going basis.

The Company has elected to apply the fair value option under SFAS 159 for its mortgage loans held-for-sale to achieve matching of the changes in the fair value of its derivative instruments with the changes in fair values of the loans it is hedging, without having to designate its derivatives as hedging instruments in accordance with SFAS 133. For forward sales commitments, as well as commitments to originate mortgage loans that are still outstanding at the end of a reporting period, the Company records the fair value of the derivatives in other revenue in the Consolidated Statements of Operations with an offset to either prepaid and other assets or accrued liabilities in the Consolidated Balance Sheets, depending on the nature of the change. The changes in fair value of the Company’s derivatives were not material during the three and six months ended June 30, 2009 and 2008.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

7.

Balance Sheet Components

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

 

    June 30,
2009
  December 31,
2008

Accrued liabilities

   

Warranty reserves

  $ 73,552   $ 89,318

FIN 48 income tax liability

    64,361     63,404

Insurance reserves

    59,395     59,171

Land development and home construction accruals

    18,687     22,941

Accrued compensation and related expenses

    16,365     22,245

Accrued executive deferred compensation

    16,479     15,254

Accrued interest payable

    11,954     12,822

Legal reserves

    9,210     7,575

Customer and escrow deposits

    6,031     4,820

Other accrued liabilities

    25,194     35,275
           

Total accrued liabilities

  $      301,228   $      332,825
           

 

8.

Loss Per Share

The Company calculates loss per share (“EPS”) in accordance with SFAS 128, EITF No. 03-6 and FSP-EITF 03-6-1. Pursuant to SFAS 128, a company that has multiple classes of securities (for example, unvested restricted stock that has nonforfeitable dividend rights and outstanding shares of common stock) is required to utilize the two-class method for calculating earnings per share. The two-class method is an allocation of earnings between the multiple classes of securities that effectively treats each class of security as having rights to earnings that would otherwise have been available to common shareholders. Under the two-class method, earnings for the reporting period are allocated between common shareholders and other security holders, based on their respective rights to receive dividends. Currently, the Company has two classes of securities, which consist of shareholders of common stock and shareholders of unvested restricted stock. However, since the Company incurred a net loss for the three and six months ended June 30, 2009 and 2008, in accordance with SFAS 128 and EITF 03-6, the Company has excluded unvested restricted stock from its calculation of basic earnings per share because inclusion of this class of stock would be anti-dilutive and would decrease basic loss per share. Similarly, since the Company incurred a net loss for the three and six months ended June 30, 2009 and 2008, the Company has not presented distributed and undistributed losses per share in accordance with the two-class method since that information would not be meaningful.

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 reporting period. Common stock equivalents include stock options. Diluted EPS for the three and six months ended June 30, 2009 and 2008 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 0.4 million shares during the three and six months ended June 30, 2009, respectively, and 0.6 million shares during the three and six months ended June 30, 2008, respectively.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

The basic and diluted loss per share calculation is shown below (in thousands, except per share amounts).

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2009     2008     2009     2008  

Basic and Diluted Loss Per Share

        

Net loss

   $       (29,582   $     (100,726   $       (70,435   $     (173,546
                                

Weighted-average shares outstanding

     46,548        46,110        46,474        46,033   
                                

Per share amounts

   $ (0.64   $ (2.18   $ (1.52   $ (3.77
                                

 

9.

Interest Activity

The Company capitalizes interest on its senior notes and Homebuilding Line (as defined below) in accordance with SFAS 34 “Capitalization of Interest Costs” (“SFAS 34”). Accordingly, interest is capitalized on the Company’s “qualifying assets”, as defined in SFAS 34, which consist primarily of inventory. The Company has determined that inventory is a qualifying asset during the period of active development and through the completion of construction of a home. When construction of a home is complete, such home is no longer considered to be a qualifying asset and interest is no longer capitalized on that home. The Company’s qualifying assets have decreased significantly during 2008 and 2009 as a result of the significant decrease in inventory levels. As a result, the Company expensed $9.8 million and $19.4 million of interest that was incurred during the three and six months ended June 30, 2009 that could not be capitalized in accordance with SFAS 34. Interest incurred on the senior notes or Homebuilding Line that is not capitalized and interest expense on the Mortgage Repurchase Facility (as defined below) are included in other income (expense) in the Consolidated Statements of Operations. Interest activity is shown below (in thousands).

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2009     2008     2009     2008  

Total Interest Incurred

        

Corporate and homebuilding segments

   $        14,455      $        14,464      $        28,948      $        28,917   

Financial Services and Other

     83        80        174        210   
                                

Total interest incurred

   $ 14,538      $ 14,544      $ 29,122      $ 29,127   
                                

Total Interest Capitalized

        

Interest capitalized, beginning of period

   $ 36,050      $ 52,167      $ 39,239      $ 53,487   

Interest capitalized, net of interest expense

     4,700        14,464        9,544        28,917   

Previously capitalized interest included in home cost of sales

     (8,661     (16,957     (16,694     (32,730
                                

Interest capitalized, end of period

   $ 32,089      $ 49,674      $ 32,089      $ 49,674   
                                

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

10.

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. 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 to the warranty reserve should be recorded, which could result in a corresponding adjustment to home cost of sales. During 2008 and continuing into the first six months of 2009, the Company experienced significant downward trends in the amount of warranty payments incurred on its previously closed homes. Because the Company’s warranty reserve balance at each period end is generally determined based upon historical warranty payment patterns, the foregoing downward trend in warranty payments have impacted significantly the Company’s warranty reserves during 2009. As a result of the significant decline in warranty payments incurred on previously closed homes, the Company recorded adjustments to reduce its warranty reserves for previously closed homes totaling $10.9 million and $14.5 million during the three and six months ended June 30, 2009, respectively.

During the 2008 second quarter, the Company recorded a $6.0 million decrease to its warranty reserve as a result of a significant decline in the amount of warranty payments incurred during 2008, which reduced the Company’s home cost of sales during the 2008 second quarter and first six months. Also, during the 2008 second quarter, the Company recorded an additional $3.5 million decrease to its warranty reserve for non-warranty related items that had been recorded to the warranty reserve during previous reporting periods. As such, this adjustment did not impact the Company’s home cost of sales, but resulted in a reduction to the Company’s homebuilding general and administrative expenses during the three and six months ended June 30, 2008.

The following table summarizes the warranty reserve activity for the three and six months ended June 30, 2009 and 2008 (in thousands).

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2009     2008     2009     2008  

Warranty reserve balance at beginning of period

   $        84,911      $      107,896      $        89,318      $      109,118   

Warranty expense provisions

     1,872        3,638        3,346        6,769   

Warranty cash payments

     (2,327     (4,721     (4,565     (7,545

Warranty reserve adjustments

     (10,904     (10,382     (14,547     (11,911
                                

Warranty reserve balance at end of period

   $ 73,552      $ 96,431      $ 73,552      $ 96,431   
                                

 

11.

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

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

insurance policies. The establishment of the provisions for outstanding losses and loss adjustment expenses is based on actuarial studies that include known facts and interpretations of circumstances, including: (1) the Company’s experience with similar cases and historical trends involving claim payment patterns; (2) pending levels of unpaid claims; (3) product mix or concentration; (4) claim severity; (5) frequency patterns such as those caused by natural disasters, fires, or accidents, depending on the business conducted; and (6) changing regulatory and legal environments.

The following table summarizes the insurance reserve activity for the three and six months ended June 30, 2009 and 2008 (in thousands).

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2009     2008     2009     2008  

Insurance reserve balance at beginning of period

   $        59,695      $        58,097      $        59,171      $        57,475   

Insurance expense provisions

     929        1,644        1,827        3,115   

Insurance cash payments

     (222     (721     (596     (1,636

Insurance reserve adjustments

     (1,007     629        (1,007     695   
                                

Insurance reserve balance at end of period

   $ 59,395      $ 59,649      $ 59,395      $ 59,649   
                                

 

12.

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)

  (2)

Mountain (Colorado and Utah)

  (3)

East (Delaware Valley, Maryland and Virginia)

  (4)

Other Homebuilding (Florida and Illinois)

During the 2009 first quarter, the Company changed the composition of its reportable segments by reclassifying the Delaware Valley market from the Other Homebuilding segment to the East segment. This reclassification resulted primarily from a change in the internal reporting structure of the

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Company. The Company has restated all prior period financial and operating measures of the Delaware Valley market to the East segment as a result of this reclassification in order to conform to the current year’s presentation.

The Company’s Financial Services and Other reportable segment consists of the operations of the following operating segments: (1) HomeAmerican Mortgage Corporation (“HomeAmerican”); (2) Allegiant; (3) StarAmerican; (4) American Home Insurance Agency, Inc.; and (5) American Home Title and Escrow Company. 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, earns interest income on its cash, cash equivalents and marketable securities, and incurs interest expense on its senior notes.

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

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2009     2008     2009     2008  

Revenue

        

Homebuilding

        

West

   $ 81,758      $      220,937      $      156,440      $      444,316   

Mountain

     57,658        87,405        101,775        157,887   

East

     39,479        63,501        79,971        130,846   

Other Homebuilding

     13,117        29,040        26,800        56,089   
                                

Total Homebuilding

     192,012        400,883        364,986        789,138   

Financial Services and Other

     7,006        6,664        12,569        16,844   

Corporate

     -        193        50        377   

Intercompany adjustments

     (3,752     (4,318     (6,407     (7,159
                                

Consolidated

   $      195,266      $ 403,422      $ 371,198      $ 799,200   
                                

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

The following table summarizes (loss) income before income taxes for each of the Company’s six reportable segments (in thousands). Inter-company supervisory fees (“Supervisory Fees”), which are included in (loss) income before income taxes for each reportable segment in the table below, 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.

 

     Three Months Ended June 30,     Six Months Ended June 30,  
      2009     2008     2009     2008  

(Loss) Income Before Income Taxes

        

Homebuilding

        

West

   $ 10,075      $ (33,591   $ (228   $ (94,982

Mountain

     (2,308     (39,027     (7,119     (50,635

East

     (4,626     (12,700     (6,997     (15,079

Other Homebuilding

     (677     (9,156     (1,508     (11,052
                                

Total Homebuilding

     2,464        (94,474     (15,852     (171,748

Financial Services and Other

     2,615        557        4,236        4,705   

Corporate

     (24,142     (7,623     (48,520     (11,723
                                

Consolidated

   $       (19,063   $     (101,540   $       (60,136   $     (178,766
                                

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. The assets in the Company’s Corporate segment primarily include cash, cash equivalents and marketable securities.

 

     June 30,
2009
    December 31,
2008
 

Homebuilding

    

West

   $ 189,672      $ 255,652   

Mountain

     253,566        288,221   

East

     114,105        151,367   

Other Homebuilding

     24,393        38,179   
                

Total Homebuilding

     581,736        733,419   

Financial Services and Other

     123,142        139,569   

Corporate

     1,689,773        1,647,907   

Intercompany adjustments

     (45,957     (45,957
                

Consolidated

   $   2,348,694      $   2,474,938   
                

 

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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 June 30,    Six Months Ended June 30,
     2009    2008    2009    2008

Homebuilding

           

West

   $ 771    $ 6,302    $ 2,517    $ 11,676

Mountain

     640      766      1,202      1,683

East

     443      728      946      1,509

Other Homebuilding

     72      448      180      862
                           

Total Homebuilding

     1,926      8,244      4,845      15,730

Financial Services and Other

     167      197      386      384

Corporate

     738      905      1,493      1,844
                           

Consolidated

   $          2,831    $          9,346    $          6,724    $        17,958
                           

 

13.

Commitments and Contingencies

The Company often is required to obtain bonds and letters of credit in support of its obligations for land development and subdivision improvements, homeowner association dues and start-up expenses, warranty work, contractor license fees and earnest money deposits. At June 30, 2009, the Company had issued and outstanding performance bonds and letters of credit totaling $133.5 million and $30.0 million, respectively, including $5.6 million in letters of credit issued by HomeAmerican. In the event any such bonds or letters of credit issued by third parties are called, MDC could be obligated to reimburse the issuer of the bond or letter of credit.

 

14.

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 Homebuilding Line has an aggregate commitment amount of $800 million (the “Commitment”) and a maturity date of March 21, 2011. In accordance with the provisions of the Homebuilding Line, letters of credit are available in the aggregate amount of up to $300 million. The Homebuilding Line permits an increase in the maximum commitment amount to $1.3 billion upon the Company’s request, subject to receipt of additional commitments from existing or additional participant lenders. Interest rates for borrowings on the Homebuilding Line, if any, are determined by reference to an applicable London Interbank Offered Rate (“LIBOR”) or to an alternate base rate, each with a margin that is determined based on changes in the Company’s credit rating and leverage ratio. At June 30, 2009 and December 31, 2008, there were no borrowings under the Homebuilding Line and there were $23.0 million and $26.6 million, respectively, in letters of credit outstanding as of such dates. The outstanding letters of credit reduce the amount that is available to be borrowed under the Commitment. However, the outstanding letters of credit do not impact the calculation of the Company’s borrowing capacity under the permitted leverage ratio. Additionally, while the Company’s borrowing capacity may be reduced under the permitted leverage ratio, this reduction does not impact its ability to issue letters of credit, up to the limits specified in the Homebuilding Line.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Mortgage Lending.  HomeAmerican has a Master Repurchase Agreement (the “Mortgage Repurchase Facility”) with U.S. Bank National Association (“USBNA”) and the other banks that are parties to the Mortgage Repurchase Facility (the “Buyers”). The Mortgage Repurchase Facility provides liquidity to HomeAmerican by providing for the sale of eligible mortgage loans to USBNA (as agent for the Buyers) with an agreement by HomeAmerican to repurchase the mortgage loans at a future date. Until such mortgage loans are transferred back to HomeAmerican, the basic papers relating to such loans are held by USBNA, as agent for the Buyers and as custodian, pursuant to the Custody Agreement (“Custody Agreement”), dated as of November 12, 2008, by and between HomeAmerican and USBNA. The Mortgage Repurchase Facility has a maximum aggregate commitment of $100 million and includes an accordion feature that permits the maximum aggregate commitment to be increased to $150 million, subject to the availability of additional commitments. The Mortgage Repurchase Facility expires on November 11, 2009. Advances under the Mortgage Repurchase Facility carry a Pricing Rate based on the LIBOR Rate plus the LIBOR Margin or, at HomeAmerican’s option, a Balance Funded Rate (the foregoing terms are defined in the Mortgage Repurchase Facility). At June 30, 2009 and December 31, 2008, the Company had $24.2 million and $34.9 million, respectively, of mortgage loans that it was obligated to repurchase under the Mortgage Repurchase Facility.

The Mortgage Repurchase Facility is accounted for as a debt financing arrangement in accordance with SFAS 140. Accordingly, at June 30, 2009 and December 31, 2008, amounts advanced under the Mortgage Repurchase Facility, which were used to finance mortgage loan originations, have been reported under the mortgage repurchase facility in the Consolidated Balance Sheets.

The Mortgage Repurchase Facility replaced HomeAmerican’s Fourth Amended and Restated Warehousing Credit Agreement, dated as of September 5, 2006, as amended on November 2, 2007 and May 23, 2008, with USBNA and the other banks that were parties to that facility.

General.  The agreements for the Company’s Homebuilding Line and Mortgage Repurchase Facility and the indentures for our senior notes require compliance with certain representations, warranties and covenants. The Company believes that it is in compliance with these requirements, and it is not aware of any covenant violations.

The financial covenants contained in the Homebuilding Line agreement include a leverage test. A failure to satisfy the leverage test would not result in a default, but would initiate a scheduled reduction in the amount of the Commitment. Under the Homebuilding Line, the Company’s maximum permitted leverage ratio will vary between 50% and 55% depending on the results of its Interest Coverage Test (as defined in the Homebuilding Line) and our actual leverage ratio is not to exceed the maximum permitted leverage ratio. If the Company’s Interest Coverage Ratio (as defined in the Homebuilding Line) is below 2.0 to 1.0, the maximum permitted leverage ratio will decrease. However, in no event will the maximum permitted leverage ratio decrease below 50%. Additionally, if the Interest Coverage Ratio falls below 1.5 to 1.0, then the Company is required to pass the cash flow/liquidity test.

The Homebuilding Line agreement covenants also include a consolidated tangible net worth test. Under this test, the Company’s Consolidated Tangible Net Worth (as defined) must not be less than: (1) $850 million; plus (2) 50% of consolidated net income, as defined, earned by the Company and the

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Guarantors (as defined) after September 30, 2008; plus (3) 50% of the net proceeds or other consideration received by the Company for the issuance of capital stock after September 30, 2008; minus (4) the lesser of (A) the aggregate amount paid by the Company after September 30, 2008 to repurchase its common stock and (B) $300 million. Failure to satisfy this covenant test would not result in a default, but would result in a scheduled reduction in the amount of the Commitment.

In addition to the foregoing covenants, the Homebuilding Line agreement specifies that Consolidated Tangible Net Worth must not be less than the sum of: (1) $650 million; (2) 50% of the quarterly consolidated net income of Borrower and the Guarantors earned after September 30, 2008; and (3) 50% of the net proceeds or other consideration received for the issuance of capital stock after September 30, 2008. Failure to satisfy this covenant could result in a termination of the facility.

The Homebuilding line also contains a cash flow/liquidity test. Under this test, if the Company fails to maintain for any fiscal quarter ending on and after December 31, 2008 an Interest Coverage Ratio (as defined) equal to or greater than 1.5 to 1.0 for the period of four consecutive fiscal quarters, then as of the end of such fiscal quarter and as of the end of all fiscal quarters thereafter until the Interest Coverage Ratio is greater than or equal to 1.5 to 1.0, the Company would have to maintain either (1) a ratio of (A) Adjusted Cash Flow From Operations (as defined) to (B) Consolidated Interest Incurred (as defined) of greater than or equal to 1.5 to 1.0 or (2) a sum of (A) Borrowing Base Availability (as defined) plus (B) Unrestricted Cash (as defined which includes, among other things, cash, cash equivalents, marketable securities and unsettled trades), to the extent such Unrestricted Cash is not included in calculating Borrowing Base Availability, less (C) principal payments due on Consolidated Indebtedness (as defined) within the next succeeding four fiscal quarters, equal to or greater than $500 million. The Company’s compliance with the cash flow/liquidity test would be measured on a quarterly basis and failure to satisfy this test would not result in a default but would result in a scheduled reduction in the amount of the facility.

Additionally, pursuant to the Homebuilding Line, should there be a defaulting lender, the Company is required to: (i) prepay swing line loans or cash collateralize the defaulting lender’s share of the swing line loans and (ii) cash collateralize the defaulting lender’s share of the outstanding facility letters of credit.

The Mortgage Repurchase Facility contains various representations, warranties and affirmative and negative covenants customary for agreements of this type. The negative covenants include, among others, (i) an Adjusted Tangible Net Worth (as defined) requirement, (ii) a minimum Adjusted Tangible Net Worth Ratio, (iii) an Adjusted Net Income requirement, and (iv) a minimum Liquidity (as defined) requirement (the foregoing terms are defined in the Mortgage Repurchase Facility). Adjusted Tangible Net Worth means the sum of (a) all assets of HomeAmerican less (b) the sum of (i) all Debt and all Contingent Indebtedness of HomeAmerican, (ii) all assets of HomeAmerican that would be classified as intangible assets under generally accepted accounting principles, and (iii) receivables from Affiliates. HomeAmerican’s Adjusted Tangible Net Worth Ratio is the ratio of HomeAmerican’s total liabilities (excluding permitted letters of credit) to the Adjusted Tangible Net Worth. HomeAmerican’s Adjusted Net Income is a rolling twelve consecutive months of net income for HomeAmerican. HomeAmerican’s Liquidity is defined as its unrestricted cash and Cash Equivalents plus the amount by which the aggregate Purchase Price of all Purchased Mortgage Loans at such time exceeds the

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

aggregate Purchase Price outstanding for all Open Transactions at such time (the foregoing terms are defined in the Mortgage Repurchase Facility). Failure to meet the foregoing negative covenants would constitute an event of default.

In the event of default, USBNA may, at its option, declare the Repurchase Date for any or all Transactions to be deemed immediately to occur. Upon such event of default, and if USBNA exercises its right to terminate any Transactions, then (a) HomeAmerican’s obligation to repurchase all Purchased Loans in such Transactions will become immediately due and payable; (b) the Repurchase Price shall be increased by the aggregate amount obtained by daily multiplication of (i) the greater of the Pricing Rate for such Transactions and the Default Pricing Rate by (ii) the Purchase Price for the Transactions as of the Repurchase Date, (c) all Income paid after the event of default will be retained by USBNA and applied to the aggregate unpaid Repurchase Price owed by HomeAmerican and (d) HomeAmerican shall deliver any documents relating to Purchased Loans subject to such Transactions to USBNA. Upon the occurrence of default, USBNA may (a) sell any or all Purchased Loans subject to such Transactions on a servicing released or servicing retained basis and apply the proceeds to the unpaid amounts owed by HomeAmerican, (b) give HomeAmerican credit for such Purchased Loans in an amount equal to the Market Value and apply such credit to the unpaid amounts owed by HomeAmerican, (c) replace HomeAmerican as Servicer, (d) exercise its right under the Mortgage Repurchase Facility with respect to the Income Account and Escrow Account, and (e) with notice to HomeAmerican, declare the Termination Date to have occurred. The foregoing terms are defined in the Mortgage Repurchase Facility.

The Company’s senior notes are not secured and, while the senior notes indentures contain some restrictions on secured debt and other transactions, they do not contain financial covenants. The Company’s senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by most of its homebuilding segment subsidiaries. The Company’s debt obligations at June 30, 2009 and December 31, 2008 are as follows (in thousands):

 

     June 30,
2009
   December 31,
2008

7% Senior Notes due 2012

   $      149,369    $ 149,282

5 1/2% Senior Notes due 2013

     349,592      349,543

5 3/8% Medium-Term Senior Notes due 2014

     249,024      248,947

5 3/8% Medium-Term Senior Notes due 2015

     249,771      249,755
             

Total Senior Notes, net

   $ 997,756    $ 997,527
             

Homebuilding line of credit

     -      -
             

Total Corporate and Homebuilding Debt

     997,756      997,527

Mortgage repurchase facility

     24,175      34,873
             

Total Debt

   $ 1,021,931    $   1,032,400
             

 

15.

Income Taxes

In accordance with SFAS No. 109, “Accounting for Income Taxes,” (“SFAS 109”) the Company is required, at the end of each interim period, to estimate its annual effective tax rate for the fiscal year

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

and use that rate to provide for income taxes for the current year-to-date reporting period. The Company’s overall effective income tax rates were -55.2% and -17.1% during the three and six months ended June 30, 2009, respectively, and 0.8% and 2.9% during the three and six months June 30, 2008, respectively. The change in the effective tax rates during the 2009 second quarter and first six months, compared with the same periods during 2008, resulted primarily from the recording of a $9.7 million income tax expense related to an IRS examination of the Company’s 2008 net operating loss carryback to 2006 and the inability to carry back any net operating losses at June 30, 2009. The $9.7 million income tax expense resulted from a 2006 alternative minimum tax liability associated with the Company’s 2008 net operating loss carryback, which should have been recorded during 2008.

FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), describes the methodology for recognizing the benefits of income tax return positions as well as guidance regarding the measurement of the resulting tax benefits. FIN 48 requires an enterprise to recognize the financial statement effects of a tax position when it is more likely than not (defined as a likelihood of more than 50%), based on the technical merits, that the position will be sustained upon examination. Any difference between the income tax return position and the benefit recognized in the financial statements results in a liability for unrecognized tax benefits. During the three and six months ended June 30, 2009, there have been no material changes in the Company’s liability for unrecognized tax benefits.

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 increase in the Company’s total deferred tax asset at June 30, 2009 (per the table below) resulted primarily from an increase in the Company’s federal net operating loss carry forward.

In accordance with SFAS 109, a valuation allowance is recorded against a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not (a likelihood of more than 50%) that some portion, or all, of the deferred tax asset will not be realized. The Company had a valuation allowance of $327.3 million and $294.3 million at June 30, 2009 and December 31, 2008, respectively, resulting in a net deferred tax asset of zero. The Company’s future realization of its deferred tax assets ultimately depends on the existence of sufficient taxable income in the carryback or carryforward periods under the tax laws (currently 2 and 20 years, respectively). The Company will continue analyzing, in subsequent reporting periods, the positive and negative evidence in determining the expected realization of its deferred tax assets.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

The tax effects of significant temporary differences that give rise to the net deferred tax asset are as follows (in thousands).

 

     June 30,
2009
    December 31,
2008
 

Deferred tax assets

    

Asset impairment charges

   $      163,834      $      197,670   

Federal net operating loss carryforward

     59,708        5,638   

Warranty, litigation and other reserves

     39,835        45,619   

State net operating loss carryforward

     27,059        22,426   

Stock-based compensation expense

     15,602        13,758   

Alternative minimum tax credit carryforward

     9,679        -   

Accrued liabilities

     8,851        9,661   

Inventory, additional costs capitalized for tax purposes

     8,765        5,951   

Property, equipment and other assets, net

     3,556        3,826   

Deferred revenue

     504        792   

Charitable contribution carryforward

     539        542   
                

Total deferred tax assets

     337,932        305,883   

Valuation allowance

     (327,255     (294,269
                

Total deferred tax assets, net of valuation allowance

     10,677        11,614   
                

Deferred tax liabilities

    

Deferred revenue

     5,377        6,024   

Inventory, additional costs capitalized for financial statement purposes

     711        722   

Accrued liabilities

     429        709   

Other, net

     4,160        4,159   
                

Total deferred tax liabilities

     10,677        11,614   
                

Net deferred tax asset

   $ -      $ -   
                

 

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 Colorado, Inc.

   

Richmond American Homes of Delaware, Inc.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

   

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”) primarily include:

 

   

American Home Insurance

   

American Home Title

   

HomeAmerican

   

StarAmerican

   

Allegiant

The Company has determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor Subsidiaries is presented.

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Balance Sheet

June 30, 2009

(In thousands)

 

     MDC     Guarantor
Subsidiaries
   Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC

ASSETS

           

Cash and cash equivalents

   $ 1,535,402      $ 3,729    $ 20,694      $ -      $ 1,559,825

Marketable securities

     71,926        -      -        -        71,926

Unsettled trades, net

     2,133        -      -        -        2,133

Restricted cash

     -        619      -        -        619

Receivables

     2,907        22,562      46,669        (45,957     26,181

Mortgage loans held-for-sale, net

     -        -      51,029        -        51,029

Inventories, net

           

Housing completed or under construction

     -        297,092      -        -        297,092

Land and land under development

     -        195,778      -        -        195,778

Investment in subsidiaries

     68,715        -      -        (68,715     -

Other assets, net

     77,406        61,954      4,751        -        144,111
                                     

Total Assets

   $ 1,758,489      $ 581,734    $ 123,143      $ (114,672   $ 2,348,694
                                     

LIABILITIES

           

Accounts payable

   $ 46,731      $ 27,190    $ 618      $ (45,957   $ 28,582

Accrued liabilities

     131,808        110,281      59,139        -        301,228

Income tax payable, net

     (7,187     8,444      1,507        -        2,764

Advances and notes payable to parent and subsidiaries

     (404,808     411,251      (6,443     -        -

Mortgage repurchase facility

     -        -      24,175        -        24,175

Senior notes, net

     997,756        -      -        -        997,756
                                     

Total Liabilities

     764,300        557,166      78,996        (45,957     1,354,505
                                     

STOCKHOLDERS’ EQUITY

     994,189        24,568      44,147        (68,715     994,189
                                     

Total Liabilities and Stockholders’ Equity

   $   1,758,489      $      581,734    $      123,143      $     (114,672   $   2,348,694
                                     

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Balance Sheet

December 31, 2008

(In thousands)

 

     MDC     Guarantor
Subsidiaries
   Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC

ASSETS

           

Cash and cash equivalents

   $ 1,279,684      $ 3,536    $ 21,508      $ -      $ 1,304,728

Marketable securities

     54,864        -      -        -        54,864

Unsettled trades, net

     57,687        -      -        -        57,687

Restricted cash

     -        670      -        -        670

Receivables

     176,522        30,100      43,889        (45,957     204,554

Mortgage loans held-for-sale, net

     -        -      68,604        -        68,604

Inventories, net

           

Housing completed or under construction

     -        415,500      -        -        415,500

Land and land under development

     -        221,822      -        -        221,822

Investment in subsidiaries

     77,617        -      -        (77,617     -

Other assets, net

     79,832        63,213      3,464        -        146,509
                                     

Total Assets

   $ 1,726,206      $ 734,841    $ 137,465      $ (123,574   $ 2,474,938
                                     

LIABILITIES

           

Accounts payable

   $ 46,794      $ 27,397    $ 559      $ (45,957   $ 28,793

Accrued liabilities

     135,417        136,759      60,649        -        332,825

Advances and notes payable to parent and subsidiaries

     (534,452     540,509      (6,057     -        -

Mortgage repurchase facility

     -        -      34,873        -        34,873

Senior notes, net

     997,527        -      -        -        997,527
                                     

Total Liabilities

     645,286        704,665      90,024        (45,957     1,394,018
                                     

STOCKHOLDERS’ EQUITY

     1,080,920        30,176      47,441        (77,617     1,080,920
                                     

Total Liabilities and Stockholders’ Equity

   $   1,726,206      $      734,841    $      137,465      $     (123,574   $   2,474,938
                                     

 

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Table of Contents

M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Statements of Operations

Three Months Ended June 30, 2009

(In thousands)

 

     MDC     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC
 

REVENUE

          

Home sales revenue

   $ -      $ 189,306      $ -      $ (3,752   $ 185,554   

Land sales and other revenue

     -        2,706        7,006        -        9,712   

Equity in (loss) income of subsidiaries

     (4,778     -        -        4,778        -   
                                        

Total Revenue

     (4,778     192,012        7,006        1,026        195,266   
                                        

COSTS AND EXPENSES

          

Home cost of sales

     -        155,876        (6     (3,752     152,118   

Asset impairments, net

     -        1,243        -        -        1,243   

Marketing and commission expenses

     -        14,883        -        -        14,883   

General and administrative and other expenses

     16,851        17,909        4,836        -        39,596   
                                        

Total Operating Costs and Expenses

     16,851        189,911        4,830                (3,752     207,840   
                                        

(Loss) income from Operations

     (21,629     2,101        2,176        4,778        (12,574

Other income (expense)

     (7,046     147        410        -        (6,489
                                        

(Loss) income before income taxes

     (28,675     2,248        2,586        4,778        (19,063

Provision for income taxes

     (907     (8,443             (1,169     -        (10,519
                                        

NET (LOSS) INCOME

   $       (29,582   $         (6,195   $ 1,417      $ 4,778      $       (29,582
                                        

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Statements of Operations

Three Months Ended June 30, 2008

(In thousands)

 

     MDC     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC
 

REVENUE

          

Home sales revenue

   $ -      $ 386,411      $ -      $ (4,318   $ 382,093   

Land sales and other revenue

     193        14,471        6,665        -        21,329   

Equity in (loss) income of subsidiaries

     (94,853     -        -        94,853        -   
                                        

Total Revenue

     (94,660     400,882        6,665        90,535        403,422   
                                        

COSTS AND EXPENSES

          

Home cost of sales

     -        341,861        -        (4,318     337,543   

Asset impairments

     -        88,278        -        -        88,278   

Marketing and commission expenses

     -        35,009        -        -        35,009   

General and administrative and other expenses

     15,178        30,540        6,890        -        52,608   
                                        

Total Operating Costs and Expenses

     15,178        495,688        6,890        (4,318     513,438   
                                        

(Loss) income from Operations

     (109,838     (94,806     (225     94,853        (110,016

Other income (expense)

     7,362        178        936        -        8,476   
                                        

(Loss) income before income taxes

     (102,476     (94,628     711        94,853        (101,540

Benefit from (provision for) income taxes

     1,750        579        (1,515     -        814   
                                        

NET (LOSS) INCOME

   $     (100,726   $       (94,049   $           (804   $        94,853      $     (100,726
                                        

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Statements of Operations

Six Months Ended June 30, 2009

(In thousands)

 

     MDC     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC
 

REVENUE

          

Home sales revenue

   $ -      $ 358,943      $ -      $ (6,407   $ 352,536   

Land sales and other revenue

     50        6,043        12,569        -        18,662   

Equity in (loss) income of subsidiaries

     (22,104     -        -        22,104        -   
                                        

Total Revenue

     (22,054     364,986        12,569        15,697        371,198   
                                        

COSTS AND EXPENSES

          

Home cost of sales

     -        299,856        (6     (6,407     293,443   

Asset impairments, net

     -        15,812        -        -        15,812   

Marketing and commission expenses

     -        30,073        -        -        30,073   

General and administrative and other expenses

     34,822        35,490        9,276        -        79,588   
                                        

Total Operating Costs and Expenses

     34,822        381,231        9,270        (6,407     418,916   
                                        

(Loss) income from Operations

     (56,876     (16,245     3,299        22,104        (47,718

Other income (expense)

     (13,365     (20     967        -        (12,418
                                        

(Loss) income before income taxes

     (70,241     (16,265     4,266        22,104        (60,136

Provision for income taxes

     (194     (8,343     (1,762     -        (10,299
                                        

NET (LOSS) INCOME

   $       (70,435   $       (24,608   $          2,504      $        22,104      $       (70,435
                                        

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Statements of Operations

Six Months Ended June 30, 2008

(In thousands)

 

     MDC     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC
 

REVENUE

          

Home sales revenue

   $ -      $ 745,044      $ -      $ (7,159   $ 737,885   

Land sales and other revenue

     377        44,093        16,845        -        61,315   

Equity in (loss) income of subsidiaries

     (163,811     -        -        163,811        -   
                                        

Total Revenue

     (163,434     789,137        16,845        156,652        799,200   
                                        

COSTS AND EXPENSES

          

Home cost of sales

     -        659,850        (111     (7,159     652,580   

Asset impairments

     -        143,110        -        -        143,110   

Marketing and commission expenses

     -        67,645        -        -        67,645   

General and administrative and other expenses

     28,647        90,871        13,956        -        133,474   
                                        

Total Operating Costs and Expenses

     28,647        961,476        13,845        (7,159     996,809   
                                        

(Loss) income from Operations

     (192,081     (172,339     3,000        163,811        (197,609

Other income (expense)

     16,547        368        1,928        -        18,843   
                                        

(Loss) income before income taxes

     (175,534     (171,971     4,928        163,811        (178,766

Benefit from (provision for) income taxes

     1,988        4,987        (1,755     -        5,220   
                                        

NET (LOSS) INCOME

   $     (173,546   $     (166,984   $          3,173      $      163,811      $     (173,546
                                        

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Statements of Cash Flows

Six Months Ended June 30, 2009

(In thousands)

 

     MDC     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminating
Entries
    Consolidated
MDC
 

Net cash provided by operating activities

   $ 103,162      $ 110,484      $ 16,068      $        22,104      $ 251,818   
                                        

Net cash provided by (used in) investing activities

     33,977        (34     -        -        33,943   
                                        

Financing activities

          

Payments from (advances to) subsidiaries

     138,545        (110,257     (6,184     (22,104     -   

Mortgage repurchase facility, net

     -        -        (10,698     -        (10,698

Dividend payments

     (23,437     -        -        -        (23,437

Proceeds from exercise of stock options

     3,471        -        -        -        3,471   

Excess tax benefit from stock-based compensation

     -        -        -        -        -   
                                        

Net cash provided by (used in) financing activities

     118,579        (110,257     (16,882     (22,104     (30,664
                                        

Net increase (decrease) in cash and cash equivalents

     255,718        193        (814     -        255,097   

Cash and cash equivalents

          

Beginning of period

     1,279,684        3,536        21,508        -        1,304,728   
                                        

End of period

   $   1,535,402      $          3,729      $        20,694      $ -      $   1,559,825   
                                        

 

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M.D.C. HOLDINGS, INC.

Notes to Unaudited Consolidated Financial Statements (Continued)

 

Supplemental Condensed Combining Statements of Cash Flows

Six Months Ended June 30, 2008

(In thousands)

 

     MDC     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminating
Entries
   Consolidated
MDC
 

Net cash (used in) provided by operating activities

   $ (39,304   $ 336,759      $ 24,848      $ -    $ 322,303   
                                       

Net cash used in investing activities

     (72     (44     -        -      (116
                                       

Financing activities

           

Payments from (advances to) subsidiaries

     344,799        (337,335     (7,464     -      -   

Lines of credits

           

Advances

     -        -        93,493        -      93,493   

Principal payments

     -        -        (108,210     -      (108,210

Dividend payments

     (23,104     -        -        -      (23,104

Proceeds from exercise of stock options

     7,321        -        -        -      7,321   

Excess tax benefit from stock-based compensation

     367        -        -        -      367   
                                       

Net cash provided by (used in) financing activities

     329,383        (337,335     (22,181     -      (30,133
                                       

Net increase (decrease) in cash and cash equivalents

     290,007        (620     2,667        -      292,054   

Cash and cash equivalents

           

Beginning of period

     980,775        3,105        20,883        -      1,004,763   
                                       

End of period

   $    1,270,782      $          2,485      $        23,550      $                 -    $   1,296,817   
                                       

 

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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, 2008 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. We have two primary operations, homebuilding and financial services. Our homebuilding operations consist of wholly-owned subsidiary companies that generally purchase finished lots or lots requiring minimal land development for the construction and sale of single family detached homes to first-time and first-time move-up homebuyers under the name “Richmond American Homes.” Our homebuilding operations are comprised of many homebuilding subdivisions that we consider to be our operating segments. Homebuilding subdivisions in a given market are aggregated into reportable segments as follows: (1) West (Arizona, California and Nevada); (2) Mountain (Colorado and Utah); (3) East (Maryland, Virginia, which includes Virginia and West Virginia, and Delaware Valley, which includes Pennsylvania, Delaware and New Jersey); and (4) Other Homebuilding (Florida and Illinois, although we began our exit of the Illinois market during the 2008 third quarter).

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 the Company and our homebuyers in Colorado, Florida, Maryland, Nevada, Virginia and West Virginia. This segment also includes Allegiant Insurance Company, Inc., A Risk Retention Group (“Allegiant”), which provides to its customers, primarily many of our homebuilding subsidiaries and certain subcontractors of these homebuilding subsidiaries, general liability coverage for construction work performed associated with closed homes, and StarAmerican Insurance Ltd. (“StarAmerican”), a Hawaii corporation and a wholly-owned subsidiary of MDC. StarAmerican has agreed to re-insure: (1) all claims pursuant to two policies issued to the Company by a third-party; and (2) pursuant to agreements beginning in June 2004, 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 2009 second quarter, our homebuilding operations experienced improved net orders for homes in several markets within our East and Mountain segments. Contributing to the increase in net sales were continued low mortgage interest rates, continued affordability for new homes through low sales prices and homebuyers being able to take advantage of government sponsored stimulus programs. Despite these factors, the homebuilding and mortgage lending industries continued to be

 

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extremely challenging during the first six months of 2009. The continued recession in the United States economy, high unemployment levels, and sustained oversupply of new and resale homes together with strong competition for new home sales, all impacted our financial and operating results during the 2009 second quarter. Despite the increased affordability of new housing products, low interest rates and the availability of federal and state tax credits and incentives in several of our markets, economic conditions continued to create uncertainty in the timing, strength and sustainability of any recovery in the new home sales market. As a result of these conditions we continued to experience downward pressure on the average selling prices of our closed homes and declining Backlog (as defined below) levels from June 30, 2008. We continue to believe that stability in the credit and capital markets and an eventual renewal of confidence in the United States and global economy will play a major role in any turnaround in the homebuilding and mortgage lending industries. See “Forward-Looking Statements” above.

Additionally, our financial results during the 2009 second quarter continued to be negatively impacted by unprecedented changes that have occurred during 2008 and into 2009 in the mortgage finance, banking and insurance industries, including the failure or takeover of a number of major industry leaders as well as governmental intervention in, and support of, the businesses of many surviving entities. While the United States government did respond by taking steps in an attempt to stabilize the banking system and financial markets, the future impact of these measures and other legislation or proposed legislation on the financial markets, and the timing of a turnaround in the homebuilding industry, remains unclear. See “Forward-Looking Statements” above.

The economic conditions outlined above continued to have a significant negative impact on our homebuilding operations during the 2009 second quarter through: (1) high levels of competition for new home orders driven by builders that significantly cut new home sales prices; (2) continued high levels of home sales incentives and, in many cases, increased home sales incentives offered to stimulate new home orders and maintain previous home orders in Backlog until they close; (3) high levels of home foreclosures, which contributed to an excess supply of homes available to be purchased; (4) prospective homebuyers experiencing difficulty in selling their existing homes in this competitive environment; and (5) difficulty confronted by homebuyers in trying to qualify for mortgage loans or provide sufficient down payments for mortgage loans for which they qualify. As a consequence, we continued to incur losses from operations during the 2009 second quarter and first six months, albeit at lower levels than during the 2008 periods. During the three and six months ended June 30, 2009, we incurred losses from operations of $12.6 million and $47.7 million, respectively, compared with $110.0 million and $197.6 million during the same periods in 2008. In response to the difficult conditions outlined above, we remain focused on our balance sheet and cash flows, as evidenced by reducing our final spec and model homes from 293 and 274, respectively, at March 31, 2009 to 82 and 246, respectively, at June 30, 2009 and generating $251.8 million in cash from operations during the six months ended June 30, 2009, which included collecting a significant portion of our $170.8 million December 31, 2008 income tax receivable. As a result, and including the impact of generating $33.9 million in cash from investing activities, we increased our cash and cash equivalent balances to $1.6 billion at June 30, 2009 from $1.3 billion at December 31, 2008.

Recognizing the challenges presented by the sustained downturn in the homebuilding and mortgage lending businesses, during the first six months of 2009, our management focused on the following:

 

   

Maintaining an emphasis on our sales and marketing organization in an effort to improve sales velocity;

 

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Closely monitoring our general and administrative expenses and sales and marketing expenses, which resulted in continued declines in our employee headcount levels and declines in the number of model homes from June 30, 2008 levels;

 

   

Continuing to evaluate potential land acquisition opportunities;

 

   

Managing our inventory levels through closing on the sale of finished spec and model homes;

 

   

Continuing to execute on our Company-wide multi-year initiative focused on streamlining our processes and business practices for increased efficiency and to seek standardized business practices nationwide; and

 

   

Focusing on re-designing our home floor plans in an effort to produce housing that is more affordable to the customer and more cost-effective for the Company to build.

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 if conditions are significantly different in the future. Additionally, using different estimates or assumptions in our critical accounting estimates and policies could have a material impact to our consolidated financial statements. See “Forward-Looking Statements” below.

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 (held-for-development); (2) homebuilding inventory valuation (held-for-sale); (3) income taxes—valuation allowance; (4) income taxes—FIN 48; (5) revenue recognition; (6) segment reporting; (7) stock-based compensation; (8) home cost of sales; (9) warranty costs; (10) insurance reserves; (11) land option contracts; and (12) litigation 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, 2008, except for our segment reporting policy as provided below and the inclusion of our litigation reserves policy. Additionally, while our revenue recognition policy has not changed from what was reported in our 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, 2008, we have included additional disclosure as set forth below.

Litigation Reserves.  The Company and certain of its subsidiaries have been named as defendants in various cases arising in the normal course of business. These cases relate primarily to construction defects, product liability and personal injury claims. We have reserved for estimated exposure with respect to these cases based upon information provided by our legal counsel. Due to uncertainties in the estimation process, actual results may differ from those estimates. At June 30, 2009 and

 

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December 31, 2008, we had legal reserves of $9.2 million and $7.6 million, respectively. We continue to evaluate litigation reserves and, based on historical results, believe that our existing estimation process is accurate and do not anticipate the process to change materially in the future. However, significant changes in facts and circumstances of our pending legal cases could have a material impact on our results of operations.

Segment Reporting.  The application of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”), requires significant judgment in determining our operating segments. 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. We have identified our chief operating decision-makers as three key executives—the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.

We have 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 manage the construction and sale of homes. In making the determination of whether or not our markets demonstrate similar economic characteristics, we review, among other things, actual and trending Home Gross Margins (as defined below) for homes closed within each market and forecasted Home Gross Margins. Accordingly, we may be required to reclassify our reportable segments if markets that currently are being aggregated do not continue to demonstrate similar economic characteristics.

Our homebuilding reportable segments are as follows:

 

  (1)

West (Arizona, California and Nevada)

  (2)

Mountain (Colorado and Utah)

  (3)

East (Delaware Valley, Maryland and Virginia)

  (4)

Other Homebuilding (Florida and Illinois)

During the 2009 first quarter, we changed the composition of our reportable segments by reclassifying the Delaware Valley market from the Other Homebuilding segment to the East segment. This resulted primarily from a change in the internal reporting structure of the Company. As a result, we have restated all prior period financial and operating measures of the Delaware Valley market to the East segment in order to conform to the current year’s presentation.

Revenue Recognition.  In the process of selling homes, we negotiate the terms of a home sales contract with a prospective homebuyer, including base sales price, any options and upgrades (such as upgraded appliance, cabinetry, flooring, etc.), and any home sales incentive. Our home sales incentives generally come in the form of: (1) discounts on the sales price of the home (“Sales Price Incentives”); (2) homebuyer closing cost assistance paid by Richmond American Homes to a third-party (“Closing Cost Incentives”); and (3) mortgage loan origination fees paid by Richmond American Homes to HomeAmerican (“Mortgage Loan Origination Fees”). The combination of home sales incentives offered to prospective homebuyers may vary from subdivision-to-subdivision and from home-to-home, and may be revised during the home closing process based upon homebuyer preferences or upon changes in market conditions, such as changes in our competitors’ pricing. Revenue from a home

 

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closing includes the base sales price and any purchased options and upgrades and is reduced for any Sales Price Incentives or Mortgage Loan Origination Fees.

We recognize revenue from home closings and land sales in accordance with SFAS No. 66, “Accounting for Sales of Real Estate” (“SFAS 66”). Accordingly, revenue is recognized when: (1) the closing has occurred; (2) title has passed to the buyer; (3) possession and other attributes of ownership have been transferred to the buyer; (4) we are not obligated to perform significant additional activities after closing and delivery; and (5) the buyer demonstrates a commitment to pay for the property through an adequate initial and continuing investment (i.e. down payments generally ranging from 5% to 20% except for FHA or VA government insured programs). In accordance with SFAS 66, the buyer’s initial investment shall include: (1) cash paid as a down payment; (2) the buyer’s notes supported by irrevocable letters of credit; (3) payments made by the buyer to third-parties to reduce existing indebtedness on the property; and (4) other amounts paid by the buyer that are part of the sales value of the property. For home closings, we evaluate the initial investment for home purchase financing provided under Federal Housing Administration (“FHA”) insured and Veterans Administration (“VA”) guaranteed loans in accordance with Emerging Issues Task Force (“EITF”) No. 87-9, “Profit Recognition on Sales of Real Estate with Insured Mortgages or Surety Bonds,” and for all other home purchase financing in accordance with SFAS 66 and EITF No. 88-24, “Effect of Various Forms of Financing under FASB Statement No. 66.”

We utilize the installment method of accounting in accordance with SFAS 66 for home closings if all of the following criteria are present: (1) HomeAmerican originates the mortgage loan; (2) HomeAmerican has not sold the mortgage loan, or loans, as of the end of the pertinent reporting period; and (3) the homebuyer’s down payment does not meet the initial or continuing investment requirement set forth in SFAS 66. Accordingly, the corresponding Operating Profit is deferred by recording a reduction to home sales revenue in the Consolidated Statements of Operations, and the deferral is subsequently recognized at the time HomeAmerican sells the homebuyer’s mortgage loan, or loans, to a third-party purchaser. In the event the Operating Profit is a loss, we recognize such loss at the time the home is closed.

Our mortgage loans generally are sold to third-party purchasers with anti-fraud, warranty and limited early payment default provisions. In accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”), a sale of a homebuyer mortgage loan has occurred when the following criteria have been met: (1) the payment from the third-party purchaser is not subject to future subordination; (2) we have transferred all the usual risks and rewards of ownership that is in substance a sale; and (3) we do not have a substantial continuing involvement with the mortgage loan. Factors that we consider in assessing whether a sale of a mortgage loan has occurred in accordance with SFAS 140 include, among other things: (1) the recourse, if any, to HomeAmerican for credit and interest rate risk; (2) the right or obligation, if any, of HomeAmerican to repurchase the loan; and (3) the control HomeAmerican retains, or is perceived to retain, over the administration of the loan post-closing.

Revenue from the sale of mortgage loan servicing is recognized upon the exchange of consideration for the mortgage loans and related servicing rights between the Company and the third-party purchaser in accordance with the provisions of SFAS 140. Prior to the adoption of SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”) on January 1, 2008, we deferred the application and origination fees, net of costs, and recognized them as revenue, along with the associated gains or losses on the sale of the mortgage loans and related servicing rights,

 

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when the mortgage loans were sold to third-party purchasers in accordance with SFAS No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans.” The revenue recognized was reduced by the estimated fair value of any related guarantee provisions provided to the third-party purchaser, which was determined by the amount at which the liability could be bought in a current transaction between willing parties. The fair value of the guarantee provisions was recognized in revenue when the Company was released from its obligation under the terms of the loan sale agreements.

In February 2007, the FASB issued SFAS 159 which 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. Once a company chooses to report an item at fair value, changes in fair value would be reported in earnings at each reporting date. On January 1, 2008, we elected to measure mortgage loans held-for-sale originated on or after January 1, 2008 at fair value. Using fair value allows an offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under SFAS 133. We adopted SFAS 159 during the 2008 first quarter, and it did not have a material impact on our financial position, results of operations or cash flows upon adoption.

KEY HOMEBUILDING MEASURES

The table below sets forth information relating to orders for homes.

 

    Three Months
Ended June 30,
    Change   Six Months
Ended June 30,
  Change
    2009   2008     Amount     %   2009   2008   Amount     %

Orders For Homes, net
(units)

               

Arizona

    214     294        (80   -27%     372     576     (204   -35%

California

    112     148        (36   -24%     187     307     (120   -39%

Nevada

    153     195        (42   -22%     248     376     (128   -34%
                                             

West

    479     637        (158   -25%     807     1,259     (452   -36%
                                             

Colorado

    206     117        89      76%     340     280     60      21%

Utah

    86     44        42      95%     127     88     39      44%
                                             

Mountain

    292     161        131      81%     467     368     99      27%
                                             

Delaware Valley

    19     14        5      36%     33     36     (3   -8%

Maryland

    54     40        14      35%     91     87     4      5%

Virginia

    61     42        19      45%     117     112     5      4%
                                             

East

    134     96        38      40%     241     235     6      3%
                                             

Florida

    64     67        (3   -4%     122     182     (60   -33%

Illinois

    8     (2     10      -500%     16     13     3      23%
                                             

Other
Homebuilding

    72     65        7      11%     138     195     (57   -29%
                                             

Total

    977     959        18      2%     1,653     2,057     (404   -20%
                                             

Estimated Value of
Orders for Homes, net (dollars in thousands)

  $  289,000   $  279,000      $  10,000      4%   $  480,000   $  603,000   $  (123,000   -20%

Estimated Average
Selling Price of
Order for Homes, net (dollars in thousands)

  $ 295.8   $ 290.9      $ 4.9      2%   $ 290.4   $ 293.1   $ (2.7   -1%

 

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Orders for Homes, net.  In our West segment, net orders for homes were lower during the three and six months ended June 30, 2009, primarily resulting from a 48% decline in the number of active subdivisions from June 30, 2008 and the uncertainty in the overall United States and global economies, including the on-going effects of the recession in the United States. However, while net orders for homes in the West segment declined during 2009, the net orders for homes in our Mountain and East segments increased during the 2009 second quarter and first six months. In the Mountain and East segments, the increases in net orders for homes during the three and six months ended June 30, 2009 primarily resulted from significant decreases in our Cancellation Rates within each segment.

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

 

    Three Months
Ended June 30,
   Change    Six Months
Ended June 30,
   Change
    2009    2008    Amount     %    2009    2008    Amount     %

Arizona

  181    380    (199   -52%    353    731    (378   -52%

California

  52    163    (111   -68%    111    317    (206   -65%

Nevada

  114    249    (135   -54%    188    429    (241   -56%
                                    

West

  347    792    (445   -56%    652    1,477    (825   -56%
                                    

Colorado

  113    171    (58   -34%    204    288    (84   -29%

Utah

  56    78    (22   -28%    96    160    (64   -40%
                                    

Mountain

  169    249    (80   -32%    300    448    (148   -33%
                                    

Delaware Valley

  11    20    (9   -45%    30    51    (21   -41%

Maryland

  39    46    (7   -15%    65    95    (30   -32%

Virginia

  45    74    (29   -39%    86    139    (53   -38%
                                    

East

  95    140    (45   -32%    181    285    (104   -36%
                                    

Florida

  44    89    (45   -51%    93    184    (91   -49%

Illinois

  10    22    (12   -55%    19    34    (15   -44%
                                    

Other Homebuilding

  54    111    (57   -51%    112    218    (106   -49%
                                    

Total

              665             1,292                (627   -49%              1,245              2,428             (1,183   -49%
                                    

Our home closings decreased during the three and six months ended June 30, 2009 for each market within our homebuilding segments, most notably within the West segment where our homebuilding activity has been concentrated. Factors that contributed to the market decline in each of our homebuilding segments have been outlined in the Executive Summary section of this Item 2.

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. The following table sets forth our Home Gross Margins by reportable segment.

 

     Three Months
Ended June 30,
   Increase
(Decrease)
     
     2009    2008   

Homebuilding

        

West

   26.5%    14.2%    12.3%

Mountain

   8.5%    5.3%    3.2%

East

   14.5%    12.3%    2.2%

Other Homebuilding

   10.8%    9.3%    1.5%
              

Consolidated

   18.0%    11.7%    6.3%
              

 

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     Six Months
Ended June 30,
   Increase
(Decrease)
     2009    2008   

Homebuilding

        

West

   24.1%    13.2%    10.9%

Mountain

   7.9%    6.2%    1.7%

East

   14.3%    12.6%    1.7%

Other Homebuilding

   11.1%    11.1%    -%
              

Consolidated

   16.8%    11.6%    5.2%
              

In our West segment, Home Gross Margins during the three months ended June 30, 2009 were impacted positively by 1,140 basis points due to adjustments to reduce our warranty reserves as a result of a significant decline in the amount of warranty payments incurred. Also contributing to the increase in Home Gross Margins for the West segment was a reduction of approximately $33,000 in lot cost per closed home, primarily attributable to significant inventory impairments recorded during 2008, which lowered the lot cost basis on the homes we closed during the 2009 second quarter, and the impact of a $24,900 increase in the average selling prices of closed homes in California. These positive adjustments were offset partially by the impact of decreases in the net selling prices of our homes during the three months ended June 30, 2009 in our Arizona and Nevada markets of the West segment. Home Gross Margins in our Mountain segment increased during the three months ended June 30, 2009 as we experienced a reduction of approximately $22,000 in the lot cost of sales per closed home attributable to significant inventory impairments recorded during 2008. These impairments lowered the lot cost basis on the homes we closed during the 2009 second quarter. These improvements were offset partially by a $15,500 decline in the average selling prices of closed homes.

Home Gross Margins in our East segment improved slightly during the 2009 second quarter. This improvement primarily resulted from a reduction of approximately $39,000 in the lot cost per closed home attributable to significant inventory impairments recorded during 2008. These impairments lowered the lot cost basis on the homes we closed during the 2009 second quarter. Additionally, Home Gross Margins were impacted positively by 280 basis points due to adjustments to reduce our warranty reserves as a result of a significant decline in the amount of warranty payments incurred. These improvements were offset partially by decreases of $58,100, $14,300 and $6,700 in the average selling prices of closed homes in Maryland, Virginia and Delaware Valley, respectively.

For our Other Homebuilding segment, Home Gross Margins during the three months ended June 30, 2009 were impacted positively by 520 basis points due to adjustments to reduce our warranty reserves as a result of a significant decline in the amount of warranty payments incurred and a $24,000 decrease in the lot cost per closed home. The decline in the lot cost per closed home resulted from significant inventory impairments recorded during 2008, which lowered the lot cost basis of the homes we closed during the 2009 second quarter. These improvements partially were offset by declines in the average selling price of closed homes for each market within this segment during the 2009 second quarter.

In our West segment, Home Gross Margins during the six months ended June 30, 2009 were impacted positively by 810 basis points due to adjustments to reduce our warranty reserves as a result of a significant decline in the amount of warranty payments incurred. Also contributing to the increase in Home Gross Margins for the West segment was a reduction of approximately $39,000 in lot cost per closed home, primarily attributable to significant inventory impairments recorded during 2008. These

 

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items partially were offset by the impact of decreases of $40,300, $30,800 and $10,500 in the average selling prices of closed homes for Nevada, Arizona and California, respectively. Home Gross Margins in our Mountain segment increased slightly during the six months ended June 30, 2009 as we experienced a reduction of approximately $22,000 in the lot cost of sales per closed home attributable to significant inventory impairments recorded during 2008. These improvements were offset partially by a $37,800 decline in the average selling prices of closed homes in the Utah market of this segment.

Home Gross Margins in our East segment improved slightly during the first six months of 2009. This improvement primarily resulted from a reduction of approximately $33,000 in the lot cost per closed home attributable to significant inventory impairments recorded during 2008. Also, Home Gross Margins were impacted positively by 260 basis points due to adjustments to reduce our warranty reserves as a result of a significant decline in the amount of warranty payments incurred. These improvements were offset partially by a $64,100 decrease in the average selling prices of closed homes for the Maryland market of our East segment.

For our Other Homebuilding segment, while Home Gross Margins remained unchanged during the six months ended June 30, 2009, they were impacted positively by 260 basis points due to adjustments to reduce our warranty reserves as a result of a significant decline in the amount of warranty payments incurred and a $20,000 decrease in the lot cost per closed home due in part to significant inventory impairments recorded during 2008. These items were offset by declines of $28,900 and $17,500 in the average selling price of closed homes in Illinois and Florida, respectively.

Future Home Gross Margins may be impacted negatively by, among other things: (1) a weaker economic environment, including an increase in the severity and duration of the recession in the United States, as well as homebuyers’ reluctance to purchase new homes based on concerns about job security; (2) continued and/or increases in home foreclosure levels; (3) on-going tightening of mortgage loan origination requirements; (4) increased competition and increases in the level of home order cancellations, which could affect our ability to maintain existing home prices and/or home sales incentive levels; (5) deterioration in the demand for new homes in our markets; (6) fluctuating energy costs, including oil and gasoline; (7) 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; (8) increases in interest expense included in home cost of sales; (9) increases in the costs of finished lots; (10) increases in warranty expenses or litigation expenses associated with construction defect claims; and (11) other general risk factors. See “Forward-Looking Statements” below.

 

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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).

 

     June 30,
2009
   December 31,
2008
   June 30,
2008

Backlog (units)

        

Arizona

     177      158      437

California

     125      49      193

Nevada

     113      53      254
                    

West

     415      260      884
                    

Colorado

     208      72      205

Utah

     73      42      106
                    

Mountain

     281      114      311
                    

Delaware Valley

     30      27      42

Maryland

     84      58      118

Virginia

     67      36      73
                    

East

     181      121      233
                    

Florida

     64      35      123

Illinois

     -      3      25
                    

Other Homebuilding

     64      38      148
                    

Total

     941      533      1,576
                    

Backlog Estimated Sales Value

   $      295,000    $      173,000    $      522,000
                    

Estimated Average Selling Price of Homes in Backlog

   $ 313.5    $ 324.6    $ 331.2
                    

We define “Backlog” as homes under contract but not yet delivered. Because of the deterioration in demand for new homes and prospective homebuyers’ reluctance to purchase new homes, resulting from the conditions described in our Executive Summary section of this Item 2, our June 30, 2009 Backlog was down from June 30, 2008 for most markets within our homebuilding segments. The Backlog in our Colorado market did remain flat at June 30, 2009, compared to June 30, 2008, primarily resulting from Cancellation Rate (as defined below) declining to 25% during the 2009 second quarter, compared to 44% during the same period in 2008. The estimated Backlog sales value decreased from $522 million at June 30, 2008 to $295 million at June 30, 2009, due to the 40% decrease in the number of homes in Backlog and a 5% decrease in the estimated average selling price of homes in Backlog.

 

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Cancellation Rate.  We define our home order “Cancellation Rate” as the approximate number of cancelled home order contracts during a reporting period as a percentage of total home order contracts received during such reporting period. The following tables set forth our Cancellation Rate by segment.

 

     Three Months Ended June 30,    Increase
(Decrease)
   2009    2008   

Homebuilding

        

West

              16%               37%               -21%

Mountain

   25%    51%    -26%

East

   25%    48%    -23%

Other Homebuilding

   24%    55%    -31%
              

Consolidated

   20%    43%    -23%
              
     Six Months Ended June 30,    Increase
(Decrease)
     2009    2008   

Homebuilding

        

West

   18%    40%    -22%

Mountain

   24%    48%    -24%

East

   27%    45%    -18%

Other Homebuilding

   22%    43%    -21%
              

Consolidated

   22%    43%    -21%
              

The Cancellation Rate in each of our segments significantly decreased during the three and six months ended June 30, 2009. The decreases in home order cancellations primarily were attributable to having significantly lower Backlog at the beginning of the three and six months ended June 30, 2009, compared with the same periods during 2008. Additionally, we believe the Cancellation Rates were lower due to a significant decline in the number of cancelled home orders from homebuyers who had difficulty in qualifying for mortgage loan financing, who were not able to sell their existing home or who had uncertainty in making a purchase of a new home.

 

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Active Subdivisions.  The following table displays the number of our active subdivisions for each market within our homebuilding segments. We define an active subdivision as a subdivision that has more than five homes available to be sold and closed and has sold at least five homes.

 

     June 30,
2009
   December 31,
2008
   June 30,
2008

Arizona

   27    44    57

California

   10    18    21

Nevada

   19    24    29
              

West

   56    86    107
              

Colorado

   43    49    48

Utah

   18    22    23
              

Mountain

   61    71    71
              

Delaware Valley

   1    3    2

Maryland

   9    11    14

Virginia

   7    12    17
              

East

   17    26    33
              

Florida

   8    7    12

Illinois

   -    1    4
              

Other Homebuilding

   8    8    16
              

Total

                 142                  191                  227
              

Our active subdivisions have decreased from June 30, 2008 and December 31, 2008 as the Company closed out certain subdivisions through the sale and closing of homes. Additionally, few subdivisions have been opened as we have limited our asset acquisitions during this homebuilding downcycle.

Average Selling Prices Per Home Closed.  The average selling price for our closed homes includes the base sales price, any purchased options and upgrades, reduced by any Sales Price Incentives (defined as discounts on the sales price of a home) or Mortgage Loan Origination Fees (defined as mortgage loan origination fees paid by Richmond American Homes to HomeAmerican). The following tables set forth our average selling prices per home closed, by market (dollars in thousands).

 

     Three Months Ended June 30,    Change
     2009    2008    Amount     %

Arizona

   $          197.9    $          220.5    $           (22.6   -10%

California

     414.0      389.1      24.9      6%

Colorado

     341.7      346.5      (4.8   -1%

Delaware Valley

     393.6      400.3      (6.7   -2%

Florida

     227.1      248.1      (21.0   -8%

Illinois

     312.1      314.5      (2.4   -1%

Maryland

     381.7      439.8      (58.1   -13%

Nevada

     210.3      248.0      (37.7   -15%

Utah

     301.5      336.1      (34.6   -10%

Virginia

     451.3      465.6      (14.3   -3%

Average

   $ 279.0    $ 295.7    $ (16.7   -6%

 

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     Six Months Ended June 30,    Change
     2009    2008    Amount     %

Arizona

   $ 195.3    $ 226.1    $ (30.8   -14%

California

     405.6      416.1      (10.5   -3%

Colorado

     346.4      349.7      (3.3   -1%

Delaware Valley

     413.4      415.8      (2.4   -1%

Florida

     223.0      240.5      (17.5   -7%

Illinois

     316.0      344.9      (28.9   -8%

Maryland

     405.2      469.3      (64.1   -14%

Nevada

     207.4      247.7      (40.3   -16%

Utah

     300.3      338.1      (37.8   -11%

Virginia

     478.5      459.9      18.6      4%

Average

   $          283.2    $          303.9    $        (20.7   -7%

The average selling price of homes closed during the three and six months ended June 30, 2009 decreased in most of our markets. These declines resulted in part from increased levels of incentives and reduced sales prices in response to lower demand for new homes and increased levels of competition in these markets. We did experience an increase in the average selling price of closed homes in our California market during the three months ended June 30, 2009 and in our Virginia market during the six months ended June 30, 2009. These increases primarily related to changes in the size and style of our single-family detached homes that were closed during this period.

RESULTS OF OPERATIONS

The following discussion compares results for the three and six months ended June 30, 2009 with the three and six months ended June 30, 2008.

Home Sales Revenue.  Home sales revenue from a home closing includes the base sales price and any purchased options and upgrades and is reduced for any Sales Price Incentives or Mortgage Loan Origination Fees. The table below summarizes home sales revenue by reportable segment (dollars in thousands).

 

     Three Months Ended June 30,     Change
     2009     2008     Amount     %

West

   $ 81,304      $ 209,029      $ (127,725   -61%

Mountain

     55,489        85,607        (30,118   -35%

East

     39,398        62,780        (23,382   -37%

Other Homebuilding

     13,115        28,995        (15,880   -55%
                          

Total Homebuilding

     189,306        386,411        (197,105   -51%

Intercompany adjustments

     (3,752     (4,318     566      13%
                          

Consolidated

   $      185,554      $      382,093      $    (196,539   -51%
                          

 

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     Six Months Ended June 30,     Change
     2009     2008     Amount     %

West

   $      152,932      $      404,062      $     (251,130   -62%

Mountain

     99,495        155,170        (55,675   -36%

East

     79,774        129,841        (50,067   -39%

Other Homebuilding

     26,742        55,971        (29,229   -52%
                          

Total Homebuilding

     358,943        745,044        (386,101   -52%

Intercompany adjustments

     (6,407     (7,159     752      11%
                          

Consolidated

   $ 352,536      $ 737,885      $ (385,349   -52%
                          

The decrease in home sales revenue in our West segment during the three months ended June 30, 2009 primarily resulted from closing 445 fewer homes and decreases of $37,700 and $22,600 in the average selling prices for homes closed in the Nevada and Arizona markets, respectively, within this segment. Home sales revenue in our Mountain, Other Homebuilding and East segments decreased during the three months ended June 30, 2009 due primarily to closing 80, 57 and 45 fewer homes, respectively.

The decrease in home sales revenue in our West segment during the six months ended June 30, 2009 primarily resulted from closing 825 fewer homes and decreases of $40,300, $30,800 and $10,500 in the average selling prices for homes closed in the Nevada, Arizona and California markets, respectively, within this segment. Home sales revenue in our Mountain, Other Homebuilding and East segments decreased during the six months ended June 30, 2009 due primarily to closing 148, 106 and 104 fewer homes, respectively.

Land Sales.  Land sales revenue was $2.0 million and $12.3 million during the three months ended June 30, 2009 and 2008, respectively. Land sales revenue during these periods primarily resulted from our sale of approximately 35 and 300 lots, respectively. Land sales revenue was $4.6 million and $40.8 million during the six months ended June 30, 2009 and 2008, respectively. Land sales revenue during these periods primarily resulted from our sale of approximately 150 and 1,100 lots, respectively, primarily in our West segment. Land sales revenue decreased during the three and six months ended June 30, 2009 because we determined that the best use of a majority of our remaining land assets was to hold, develop or build them out rather than to sell.

Other Revenue.  Gains on the sale of mortgage loans primarily represent revenue earned by HomeAmerican from the sale of HomeAmerican’s originated mortgage loans to third-parties. Our broker origination fees primarily represent fees that HomeAmerican earns upon brokering a mortgage loan for a home closing. Insurance premiums collected by StarAmerican and Allegiant from our homebuilding subcontractors in connection with the construction of homes primarily comprise insurance revenue. Title and other revenue primarily consist of forfeiture of homebuyer deposits on a home sales contract and revenue associated with our American Home Title operations. The table below sets forth the components of other revenue (dollars in thousands).

 

     Three Months Ended June 30,    Change
     2009    2008    Amount     %

Gains on sales of mortgage loans, net

   $          5,523    $          5,422    $             101      2%

Broker origination fees

     62      522      (460   -88%

Insurance revenue

     1,046      332      714      215%

Title and other revenue

     1,127      2,772      (1,645   -59%
                        

Total other revenue

   $ 7,758    $ 9,048    $ (1,290   -14%
                        

 

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     Six Months Ended June 30,    Change
     2009    2008    Amount     %

Gains on sales of mortgage loans, net

   $ 8,869    $ 11,521    $ (2,652   -23%

Broker origination fees

     199      1,225      (1,026   -84%

Insurance revenue

     2,861      3,343      (482   -14%

Title and other revenue

     2,161      4,377      (2,216   -51%
                        

Total other revenue

   $        14,090    $        20,466    $         (6,376   -31%
                        

Other revenue was lower during the three months ended June 30, 2009 primarily resulting from decreases in title and other revenue, due to a decline in forfeited homebuyer deposits and fewer home closings for our American Home Title operations.

Other revenue was lower during the six months ended June 30, 2009 primarily resulting from decreases in the following: (1) gains on sales of mortgage loans, net and broker origination fees, as we originated and sold fewer mortgage loans in connection with closing fewer homes during the first six months of 2009, partially offset by a 160 basis point increase in our Capture Rate (as defined below); (2) title and other revenue, due to a decline in forfeited homebuyer deposits and fewer home closings for our American Home Title operations; and (3) insurance revenue, as we collected fewer insurance premiums from our homebuilding subcontractors as a result of the decline in home construction levels during the six months ended June 30, 2009.

Home Cost of Sales.  Home cost of sales primarily includes land acquisition, land development and related costs, (both incurred and estimated to be incurred), warranty costs and finance and closing costs, including Closing Cost Incentives. Home cost of sales excludes expenses associated with commissions, amortization of deferred marketing costs and inventory impairment charges. However, while inventory impairment charges recorded during a reporting period do not impact home cost of sales, they do impact future home cost of sales as they lower the lot costs basis of the impaired inventory.

The table below sets forth the home cost of sales by reportable segment (dollars in thousands).

 

     Three Months Ended June 30,     Change
     2009     2008     Amount     %

Homebuilding

        

West

   $ 59,739      $ 179,398      $ (119,659   -67%

Mountain

     50,760        81,078        (30,318   -37%

East

     33,669        55,086        (21,417   -39%

Other Homebuilding

     11,702        26,299        (14,597   -56%
                          

Total Homebuilding

     155,870        341,861        (185,991   -54%

Intercompany adjustments

     (3,752     (4,318     566      13%
                          

Consolidated

   $      152,118      $      337,543      $     (185,425   -55%
                          

 

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     Six Months Ended June 30,     Change
     2009     2008     Amount     %

Homebuilding

        

West

   $ 116,027      $ 350,917      $ (234,890   -67%

Mountain

     91,666        145,599        (53,933   -37%

East

     68,376        113,483        (45,107   -40%

Other Homebuilding

     23,781        49,740        (25,959   -52%
                          

Total Homebuilding

     299,850        659,739        (359,889   -55%

Intercompany adjustments

     (6,407     (7,159     752      11%
                          

Consolidated

   $      293,443      $      652,580      $      (359,137   -55%
                          

The decrease in home cost of sales during the three months ended June 30, 2009 primarily resulted from the following decreases: (1) $164 million associated with closing fewer homes in each of our homebuilding segments; and (2) $22 million associated with a decrease in home cost of sales per closed home. The decline in home cost of sale per closed home resulted in part from a $17 million decrease in lot costs per closed home primarily attributable to inventory impairments recorded during 2008, which lowered the lot costs basis of our inventory.

The decrease in our West segment during the three months ended June 30, 2009 primarily resulted from the following decreases: (1) approximately $101 million resulting from closing 445 fewer homes; and (2) $11 million associated with a decrease in lot cost per closed home primarily resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory.

In our Mountain segment, the decline during the three months ended June 30, 2009, primarily resulted from the following: (1) closing 80 fewer homes, which resulted in a $26 million decrease to home cost of sales; and (2) $4 million associated with a decrease in the lot cost per closed home resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory.

The decrease in our East segment during the three months ended June 30, 2009 primarily resulted from the following: (1) closing 45 fewer homes, which resulted in an $18 million decrease to home cost of sales; and (2) $4 million associated with a decrease in the lot cost per closed home resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory.

The decrease in our Other Homebuilding segment during the three months ended June 30, 2009 primarily resulted from closing 57 fewer homes, which resulted in a $14 million decrease to home cost of sales during the three months ended June 30, 2009.

The decrease in home cost of sales during the six months ended June 30, 2009 primarily resulted from the following decreases: (1) $318 million associated with closing fewer homes in each of our homebuilding segments; and (2) $36 million from a decline in lot costs per closed home primarily attributable to inventory impairments recorded during 2008, which lowered the lot costs basis of our inventory.

 

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The decrease in our West segment during the six months ended June 30, 2009 primarily resulted from the following decreases: (1) $196 million resulting from closing 825 fewer homes; (2) $25 million associated with a decrease in lot cost per closed home primarily resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory; and (3) $5 million associated with a decrease in home construction cost per closed home.

In our Mountain segment, the decline during the six months ended June 30, 2009, primarily resulted from the following: (1) closing 148 fewer homes, which resulted in a $48 million decrease to home cost of sales; and (2) $7 million associated with a decrease in the lot cost per closed home resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory.

In our East segment, the decline during the six months ended June 30, 2009, primarily resulted from the following: (1) closing 104 fewer homes, which resulted in a $41 million decrease to home cost of sales; and (2) $6 million associated with a decrease in the lot cost per closed home resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory.

The decrease in our Other Homebuilding segment during the six months ended June 30, 2009, primarily resulted from: (1) closing 106 fewer homes, which resulted in an $24 million decrease to home cost of sales: and (2) $2 million associated with a decrease in the lot cost per closed home resulting from significant inventory impairments recorded during 2008, which lowered the lot cost basis of our inventory.

Land Cost of Sales.  Land cost of sales was $1.5 million and $6.8 million during the three months ended June 30, 2009 and 2008, respectively, and the decrease primarily resulted from our sale of approximately 35 and 300 lots, respectively. Land cost of sales was $2.8 million and $34.8 million during the six months ended June 30, 2009 and 2008, respectively. Land cost of sales during these periods primarily resulted from our sale of approximately 150 and 1,100 lots, respectively, primarily in our West segment. Land cost of sales decreased during the three and six months ended June 30, 2009 because we determined that the best use of a majority of our remaining land assets was to hold, develop or build them out rather than to sell.

 

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Asset Impairments.  The following table sets forth, by reportable segment, the asset impairments recorded for the three months ended March 31, 2009 and 2008 (in thousands).

 

     Three Months Ended June 30,    Change  
     2009     2008   

Land and Land Under Development (Held-for-Development)

       

West

   $ -      $        18,321    $        (18,321

Mountain

     -        23,973      (23,973

East

              1,450        6,091      (4,641

Other Homebuilding

     -        1,851      (1,851
                       

Subtotal

     1,450        50,236      (48,786
                       

Housing Completed or Under Construction (Held-for-Development)

       

West

     -        11,838      (11,838

Mountain

     -        5,977      (5,977

East

     275        2,167      (1,892

Other Homebuilding