Supplemental Guarantor Information [Text Block] | 19. Supplemental Guarantor Information Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the following subsidiaries (collectively, the "Guarantor Subsidiaries"), which are 100%-owned subsidiaries of the Company. ● M.D.C. Land Corporation ● RAH of Florida, Inc. ● Richmond American Construction, Inc. ● Richmond American Homes of Arizona, Inc. ● Richmond American Homes of Colorado, Inc. ● Richmond American Homes of Delaware, Inc. ● Richmond American Homes of Florida, LP ● Richmond American Homes of Illinois, Inc. ● Richmond American Homes of Maryland, Inc. ● Richmond American Homes of Nevada, Inc. ● Richmond American Homes of New Jersey, Inc. ● Richmond American Homes of Pennsylvania, Inc. ● Richmond American Homes of Utah, Inc. ● Richmond American Homes of Virginia, Inc. ● Richmond American Homes of Washington, Inc. The senior note indentures do not provide for a suspension of the guarantees, but do provide that any Guarantor may be released from its guarantee so long as (1) no default or event of default exists or would result from release of such guarantee, (2) the Guarantor being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (3) the Guarantors released from their guarantees in any year-end period comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (4) such release would not have a material adverse effect on the homebuilding business of the Company and its subsidiaries and (5) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness). Upon delivery of an officers’ certificate and an opinion of counsel stating that all conditions precedent provided for in the indenture relating to such transactions have been complied with and the release is authorized, the guarantee will be automatically and unconditionally released. “Specified Indebtedness” means indebtedness under the senior notes, the Company’s Indenture dated as of December 3, 2002, the Revolving Credit Facility, and any refinancing, extension, renewal or replacement of any of the foregoing. We have determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor and Non-Guarantor Subsidiaries is presented below. Supplemental Condensed Combining Balance Sheet September 30, 2015 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) ASSETS Homebuilding: Cash and cash equivalents $ 81,358 $ 3,716 $ - $ - $ 85,074 Marketable securities 89,479 - - - 89,479 Restricted cash - 4,800 - - 4,800 Trade and other receivables 5,335 25,568 - (2,315 ) 28,588 Inventories: Housing completed or under construction - 821,667 - - 821,667 Land and land under development - 957,695 - - 957,695 Total inventories - 1,779,362 - - 1,779,362 Intercompany receivables 1,566,356 2,855 5,469 (1,574,680 ) - Investment in subsidiaries 240,112 - - (240,112 ) - Property and equipment, net 28,499 - - - 28,499 Deferred tax asset, net 112,756 - - 2,389 115,145 Metropolitan district bond securities (related party) 24,074 - - - 24,074 Prepaid and other assets 10,829 61,619 - - 72,448 Total homebuilding assets 2,158,798 1,877,920 5,469 (1,814,718 ) 2,227,469 Financial Services: Cash and cash equivalents - - 37,921 - 37,921 Marketable securities - - 10,939 - 10,939 Intercompany receivables - - 38,846 (38,846 ) - Mortgage loans held-for-sale, net - - 68,633 - 68,633 Other assets - - 8,295 (2,389 ) 5,906 Total financial services assets - - 164,634 (41,235 ) 123,399 Total Assets $ 2,158,798 $ 1,877,920 $ 170,103 $ (1,855,953 ) $ 2,350,868 LIABILITIES AND EQUITY Homebuilding: Accounts payable $ - $ 41,514 $ - $ - $ 41,514 Accrued liabilities 7,111 97,356 96 2,355 106,918 Advances and notes payable to parent and subsidiaries 47,170 1,538,222 25,443 (1,610,835 ) - Revolving credit facility 15,000 - - - 15,000 Senior notes, net 846,907 - - - 846,907 Total homebuilding liabilities 916,188 1,677,092 25,539 (1,608,480 ) 1,010,339 Financial Services: Accounts payable and other liabilities - - 58,834 (4,670 ) 54,164 Advances and notes payable to parent and subsidiaries - - 2,691 (2,691 ) - Mortgage repurchase facility - - 43,755 - 43,755 Total financial services liabilities - - 105,280 (7,361 ) 97,919 Total Liabilities 916,188 1,677,092 130,819 (1,615,841 ) 1,108,258 Equity: Total Stockholders' Equity 1,242,610 200,828 39,284 (240,112 ) 1,242,610 Total Liabilities and Stockholders' Equity $ 2,158,798 $ 1,877,920 $ 170,103 $ (1,855,953 ) $ 2,350,868 Supplemental Co ndensed Combining Balance Sheet December 31, 2014 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) ASSETS Homebuilding: Cash and cash equivalents $ 119,951 $ 2,691 $ - $ - $ 122,642 Marketable securities 140,878 - - - 140,878 Restricted cash - 2,816 - - 2,816 Trade and other receivables 6,573 24,449 - (2,467 ) 28,555 Inventories: Housing completed or under construction - 732,692 - - 732,692 Land and land under development - 935,268 - - 935,268 Total inventories - 1,667,960 - - 1,667,960 Intercompany receivables 1,418,705 2,854 5,295 (1,426,854 ) - Investment in subsidiaries 260,874 - - (260,874 ) - Property and equipment, net 30,491 - - - 30,491 Deferred tax asset, net 137,529 - - 2,957 140,486 Metropolitan district bond securities (related party) 18,203 - - - 18,203 Prepaid and other assets 11,252 56,744 - - 67,996 Total homebuilding assets 2,144,456 1,757,514 5,295 (1,687,238 ) 2,220,027 Financial Services: Cash and cash equivalents - - 31,183 - 31,183 Marketable securities - - 15,262 - 15,262 Intercompany receivables - - 39,513 (39,513 ) - Mortgage loans held-for-sale, net - - 88,392 - 88,392 Other assets - - 6,531 (2,957 ) 3,574 Total financial services assets - - 180,881 (42,470 ) 138,411 Total Assets $ 2,144,456 $ 1,757,514 $ 186,176 $ (1,729,708 ) $ 2,358,438 LIABILITIES AND EQUITY Homebuilding: Accounts payable $ - $ 35,445 $ - $ - $ 35,445 Accrued liabilities 7,007 105,529 67 2,514 115,117 Advances and notes payable to parent and subsidiaries 47,663 1,392,111 23,809 (1,463,583 ) - Revolving credit facility 15,000 - - - 15,000 Senior notes, net 846,450 - - - 846,450 Total homebuilding liabilities 916,120 1,533,085 23,876 (1,461,069 ) 1,012,012 Financial Services: Accounts payable and accrued liabilities - - 62,249 (4,981 ) 57,268 Advances and notes payable to parent and subsidiaries - - 2,784 (2,784 ) - Mortgage repurchase facility - - 60,822 - 60,822 Total financial services liabilities - - 125,855 (7,765 ) 118,090 Total Liabilities 916,120 1,533,085 149,731 (1,468,834 ) 1,130,102 Equity: Total Stockholders' Equity 1,228,336 224,429 36,445 (260,874 ) 1,228,336 Total Liabilities and Stockholders' Equity $ 2,144,456 $ 1,757,514 $ 186,176 $ (1,729,708 ) $ 2,358,438 Supplementa l Condensed Combining Statement of Operations Three Months Ended September 30, 2015 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) Homebuilding: Revenues $ - $ 455,646 $ - $ - $ 455,646 Home and land cost of sales - (376,667 ) (100 ) - (376,767 ) Inventory impairments - (4,351 ) - - (4,351 ) Total cost of sales - (381,018 ) (100 ) - (381,118 ) Gross margin - 74,628 (100 ) - 74,528 Selling, general, and administrative expenses (11,651 ) (45,620 ) - (173 ) (57,444 ) Equity income of subsidiaries 23,070 - - (23,070 ) - Interest and other income 539 298 2 (1 ) 838 Interest expense 155 - - (155 ) - Other expense (2 ) (348 ) - - (350 ) Other-than-temporary impairment of marketable securities (2,176 ) - - - (2,176 ) Homebuilding pretax income (loss) 9,935 28,958 (98 ) (23,399 ) 15,396 Financial Services: Financial services pretax income - - 7,933 329 8,262 Income before income taxes 9,935 28,958 7,835 (23,070 ) 23,658 (Provision) benefit for income taxes 4,843 (10,874 ) (2,849 ) - (8,880 ) Net income $ 14,778 $ 18,084 $ 4,986 $ (23,070 ) $ 14,778 Other comprehensive income related to available for sale securities, net of tax (226 ) - 1,198 (1,198 ) (226 ) Comprehensive income $ 14,552 $ 18,084 $ 6,184 $ (24,268 ) $ 14,552 Three Months Ended September 30, 2014 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) Homebuilding: Revenues $ - $ 407,704 $ - $ - $ 407,704 Home and land cost of sales - (340,022 ) - - (340,022 ) Inventory impairments - - - - - Total cost of sales - (340,022 ) - - (340,022 ) Gross margin - 67,682 - - 67,682 Selling, general, and administrative expenses (7,813 ) (42,532 ) - (167 ) (50,512 ) Equity income of subsidiaries 19,538 - - (19,538 ) - Interest and other income 5,680 254 3 (11 ) 5,926 Interest expense - - - - - Other expense (2 ) (839 ) - - (841 ) Other-than-temporary impairment of marketable securities (4,293 ) - - - (4,293 ) Homebuilding pretax income (loss) 13,110 24,565 3 (19,716 ) 17,962 Financial Services: Financial services pretax income - - 5,784 178 5,962 Income before income taxes 13,110 24,565 5,787 (19,538 ) 23,924 (Provision) benefit for income taxes 2,348 (8,677 ) (2,137 ) - (8,466 ) Net income $ 15,458 $ 15,888 $ 3,650 $ (19,538 ) $ 15,458 Other comprehensive income related to available for sale securities, net of tax (2,484 ) - (208 ) 208 (2,484 ) Comprehensive income $ 12,974 $ 15,888 $ 3,442 $ (19,330 ) $ 12,974 Supplementa l Condensed Combining Statement of Operations Nine Months Ended September 30, 2015 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) Homebuilding: Revenues $ - $ 1,295,273 $ - $ - $ 1,295,273 Home and land cost of sales - (1,081,453 ) (100 ) - (1,081,553 ) Inventory impairments - (4,701 ) - - (4,701 ) Total cost of sales - (1,086,154 ) (100 ) - (1,086,254 ) Gross margin - 209,119 (100 ) - 209,019 Selling, general, and administrative expenses (29,211 ) (133,125 ) - (421 ) (162,757 ) Equity income of subsidiaries 60,310 - - (60,310 ) - Interest and other income 3,830 1,573 7 2 5,412 Interest expense 433 - - (433 ) - Other expense (5 ) (2,534 ) - - (2,539 ) Loss on early extinguishment of debt - - - - - Other-than-temporary impairment of marketable securities (2,176 ) - - - (2,176 ) Homebuilding pretax income (loss) 33,181 75,033 (93 ) (61,162 ) 46,959 Financial Services: Financial services pretax income - - 21,055 852 21,907 Income before income taxes 33,181 75,033 20,962 (60,310 ) 68,866 (Provision) benefit for income taxes 10,015 (27,986 ) (7,699 ) - (25,670 ) Net income $ 43,196 $ 47,047 $ 13,263 $ (60,310 ) $ 43,196 Other comprehensive income related to available for sale securities, net of tax 722 - 918 (918 ) 722 Comprehensive income $ 43,918 $ 47,047 $ 14,181 $ (61,228 ) $ 43,918 Nine Months Ended September 30, 2014 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) Homebuilding: Revenues $ - $ 1,157,499 $ - $ - $ 1,157,499 Home and land cost of sales - (956,197 ) - - (956,197 ) Inventory impairments - (850 ) - - (850 ) Total cost of sales - (957,047 ) - - (957,047 ) Gross margin - 200,452 - - 200,452 Selling, general, and administrative expenses (30,534 ) (117,619 ) - (499 ) (148,652 ) Equity income of subsidiaries 62,290 - - (62,290 ) - Interest and other income 23,021 1,089 12 (34 ) 24,088 Interest expense (685 ) - - - (685 ) Other expense (6 ) (2,528 ) - - (2,534 ) Loss on early extinguishment of debt (9,412 ) - - - (9,412 ) Other-than-temporary impairment of marketable securities (4,293 ) - - - (4,293 ) Homebuilding pretax income (loss) 40,381 81,394 12 (62,823 ) 58,964 Financial Services: Financial services pretax income - - 17,093 533 17,626 Income before income taxes 40,381 81,394 17,105 (62,290 ) 76,590 (Provision) benefit for income taxes 8,123 (29,848 ) (6,361 ) - (28,086 ) Net income $ 48,504 $ 51,546 $ 10,744 $ (62,290 ) $ 48,504 Other comprehensive income related to available for sale securities, net of tax (4,203 ) - (93 ) 93 (4,203 ) Comprehensive income $ 44,301 $ 51,546 $ 10,651 $ (62,197 ) $ 44,301 Supplementa l Condensed Combining Statement of Cash Flows Nine Months Ended September 30, 2015 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) Net cash provided by (used in) operating activities $ 19,057 $ (73,657 ) $ 28,114 $ - $ (26,486 ) Net cash provided by (used in) investing activities (21,669 ) (402 ) 3,260 67,515 48,704 Financing activities: Payments from (advances to) subsidiaries - 75,084 (7,569 ) (67,515 ) - Mortgage repurchase facility - - (17,067 ) - (17,067 ) Dividend payments (36,646 ) - - - (36,646 ) Proceeds from the exercise of stock options 665 - - - 665 Net cash provided by (used in) financing activities (35,981 ) 75,084 (24,636 ) (67,515 ) (53,048 ) Net increase in cash and cash equivalents (38,593 ) 1,025 6,738 - (30,830 ) Cash and cash equivalents: Beginning of period 119,951 2,691 31,183 - 153,825 End of period $ 81,358 $ 3,716 $ 37,921 $ - $ 122,995 Nine Months Ended September 30, 2014 Non- Guarantor Guarantor Eliminating Consolidated MDC Subsidiaries Subsidiaries Entries MDC (Dollars in thousands) Net cash provided by (used in) operating activities $ (44,477 ) $ (174,980 ) $ 46,201 $ - $ (173,256 ) Net cash provided by (used in) investing activities (9,675 ) (428 ) 1,717 134,011 125,625 Financing activities: Payments from (advances to) subsidiaries - 174,725 (40,714 ) (134,011 ) - Mortgage repurchase facility - - (31,292 ) - (31,292 ) Proceeds from issuance of senior notes 248,375 - - - 248,375 Repayment of senior notes (259,118 ) - - - (259,118 ) Advances on revolving credit facility, net 10,000 - - - 10,000 Dividend payments (36,616 ) - - - (36,616 ) Proceeds from the exercise of stock options 63 - - - 63 Net cash provided by (used in) financing activities (37,296 ) 174,725 (72,006 ) (134,011 ) (68,588 ) Net increase in cash and cash equivalents (91,448 ) (683 ) (24,088 ) - (116,219 ) Cash and cash equivalents: Beginning of period 145,180 3,454 50,704 - 199,338 End of period $ 53,732 $ 2,771 $ 26,616 $ - $ 83,119 |