-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MNUa+SVb+LM33MpGno1r1ayU/3wxU/h7/lv4+ZcZU+0RbJOCfajdgbU3FGlJTDYy YF4Yc3yWw8UkIqS0+dPFsQ== /in/edgar/work/20001103/0000773141-00-000009/0000773141-00-000009.txt : 20001106 0000773141-00-000009.hdr.sgml : 20001106 ACCESSION NUMBER: 0000773141-00-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC HOLDINGS INC CENTRAL INDEX KEY: 0000773141 STANDARD INDUSTRIAL CLASSIFICATION: [1531 ] IRS NUMBER: 840622967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08951 FILM NUMBER: 753137 BUSINESS ADDRESS: STREET 1: 3600 S YOSEMITE ST STE 900 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037731100 MAIL ADDRESS: STREET 1: 3600 S YOSEMITE ST STREET 2: SUITE 900 CITY: DENVER STATE: CO ZIP: 80237 10-Q 1 0001.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 1-8951 M.D.C. HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 84-0622967 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification no.) 3600 South Yosemite Street, Suite 900 80237 Denver, Colorado (Zip code) (Address of principal executive offices) (303) 773-1100 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 As of November 2, 2000, 21,102,000 shares of M.D.C. Holdings, Inc. common stock were outstanding. ================================================================================ M.D.C. HOLDINGS, INC. AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000 INDEX Page No. ---- Part I. Financial Information: Item 1. Condensed Consolidated Financial Statements: Balance Sheets as of September 30, 2000 (Unaudited) and December 31, 1999............. 1 Statements of Income (Unaudited) for the three and nine months ended September 30, 2000 and 1999.......................................... 3 Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2000 and 1999. 4 Notes to Financial Statements (Unaudited)....... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................. 18 Part II. Other Information: Item 1. Legal Proceedings............................... 19 Item 4. Submission of Matters to a Vote of Shareowners.. 19 Item 5. Other Information............................... 19 Item 6. Exhibits and Reports on Form 8-K................ 19 (i) M.D.C. HOLDINGS, INC. Condensed Consolidated Balance Sheets (In thousands)
September 30, December 31, 2000 1999 ------------- ------------- (Unaudited) ASSETS Corporate Cash and cash equivalents................................................ $ 12,842 $ 33,637 Property and equipment, net.............................................. 2,946 2,909 Deferred income taxes.................................................... 29,742 21,201 Deferred debt issue costs, net........................................... 2,235 2,393 Other assets, net........................................................ 8,384 6,771 ------------- ------------- 56,149 66,911 ------------- ------------- Homebuilding Cash and cash equivalents................................................ 5,591 4,935 Home sales and other accounts receivable................................. 10,657 3,496 Inventories, net Housing completed or under construction................................ 489,733 337,029 Land and land under development........................................ 333,529 308,680 Prepaid expenses and other assets, net................................... 60,567 58,156 ------------- ------------- 900,077 712,296 ------------- ------------- Financial Services Cash and cash equivalents................................................ 506 358 Mortgage loans held in inventory, net.................................... 96,252 89,953 Other assets, net........................................................ 6,321 7,490 ------------- ------------- 103,079 97,801 ------------- ------------- Total Assets....................................................... $ 1,059,305 $ 877,008 ============= =============
See notes to condensed consolidated financial statements. -1- M.D.C. HOLDINGS, INC. Condensed Consolidated Balance Sheets (In thousands, except share amounts)
September 30, December 31, 2000 1999 ------------- ------------- (Unaudited) LIABILITIES Corporate Accounts payable and accrued expenses........................................ $ 46,223 $ 46,721 Income taxes payable......................................................... 9,922 18,291 Senior notes, net............................................................ 174,430 174,389 ------------- ------------- 230,575 239,401 ------------- ------------- Homebuilding Accounts payable and accrued expenses........................................ 158,687 152,488 Line of credit............................................................... 155,000 40,000 ------------- ------------- 313,687 192,488 ------------- ------------- Financial Services Accounts payable and accrued expenses........................................ 19,620 5,862 Line of credit............................................................... 54,815 50,234 ------------- ------------- 74,435 56,096 ------------- ------------- Total Liabilities...................................................... 618,697 487,985 ------------- ------------- COMMITMENTS AND CONTINGENCIES................................................... - - - - ------------- ------------- STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 25,000,000 shares authorized; none issued... - - - - Common stock, $.01 par value; 100,000,000 shares authorized; 28,539,000 and 28,166,000 shares issued, respectively, at September 30, 2000 and December 31, 1999.......................................................... 285 282 Additional paid-in capital................................................... 183,073 179,094 Retained earnings............................................................ 325,372 245,235 Accumulated comprehensive income............................................. 57 3,623 ------------- ------------- 508,787 428,234 Less treasury stock, at cost; 7,499,000 and 5,850,000 shares, respectively, at September 30, 2000 and December 31, 1999................................ (68,179) (39,211) ------------- ------------- Total Stockholders' Equity............................................. 440,608 389,023 ------------- ------------- Total Liabilities and Stockholders' Equity............................. $ 1,059,305 $ 877,008 ============= =============
See notes to condensed consolidated financial statements. -2- M.D.C. HOLDINGS, INC. Condensed Consolidated Statements of Income (In thousands, except per share amounts) (Unaudited)
Three Months Nine Months Ended September 30, Ended September 30, --------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ REVENUES Homebuilding.................................... $ 438,818 $ 403,195 $ 1,191,769 $ 1,084,205 Financial services.............................. 7,203 6,739 20,507 20,664 Corporate....................................... 218 192 768 2,141 ------------ ------------ ------------ ------------ Total Revenues.............................. 446,239 410,126 1,213,044 1,107,010 ------------ ------------ ------------ ------------ COSTS AND EXPENSES Homebuilding.................................... 377,623 357,363 1,032,745 969,223 Financial services.............................. 3,833 3,812 10,708 10,892 Corporate general and administrative............ 11,168 8,719 28,237 22,683 ------------ ------------ ------------ ------------ Total Costs and Expenses.................... 392,624 369,894 1,071,690 1,002,798 ------------ ------------ ------------ ------------ Income before income taxes......................... 53,615 40,232 141,354 104,212 Provision for income taxes......................... (19,355) (16,092) (57,264) (41,364) ------------ ------------ ------------ ------------ NET INCOME......................................... 34,260 24,140 84,090 62,848 Unrealized holding gains (losses) on securities arising during the period, net.................. 92 424 (35) 1,721 Reclassification adjustment for gains included in net income...................................... (81) (87) (3,531) (168) ------------ ------------ ------------ ------------ Net unrealized holding gains (losses) on securities arising during the period, net of deferred income taxes........................................... 11 337 (3,566) 1,553 ------------ ------------ ------------ ------------ COMPREHENSIVE INCOME............................... $ 34,271 $ 24,477 $ 80,524 $ 64,401 ============ ============ ============ ============ EARNINGS PER SHARE Basic........................................... $ 1.62 $ 1.08 $ 3.90 $ 2.83 =========== =========== =========== =========== Diluted......................................... $ 1.58 $ 1.06 $ 3.83 $ 2.77 =========== =========== =========== =========== WEIGHTED-AVERAGE SHARES OUTSTANDING Basic........................................... 21,179 22,294 21,587 22,224 ============ ============ ============ ============ Diluted......................................... 21,700 22,739 21,957 22,667 ============ ============ ============ ============ DIVIDENDS PAID PER SHARE........................... $ .06 $ .05 $ .18 $ .15 =========== =========== =========== ===========
See notes to condensed consolidated financial statements. -3- M.D.C. HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited)
Nine Months Ended September 30, 2000 1999 ------------- ------------- OPERATING ACTIVITIES Net income.......................................................... $ 84,090 $ 62,848 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization.................................. 14,793 12,968 Deferred income taxes.......................................... (8,541) (3,704) Homebuilding asset impairment charges.......................... 800 - - Net changes in assets and liabilities Home sales and other accounts receivable.................... (7,161) (2,452) Homebuilding inventories.................................... (178,353) (154,636) Mortgage loans held in inventory............................ (6,299) (2,696) Accounts payable and accrued expenses and income taxes payable.................................................... 10,506 30,428 Prepaid expenses and other assets........................... (15,197) 138 Other, net..................................................... (2,132) 317 ------------- ------------- Net cash used in operating activities................................ (107,494) (56,789) ------------- ------------- FINANCING ACTIVITIES Lines of credit Advances........................................................ 1,167,881 1,109,955 Principal payments.............................................. (1,048,300) (1,048,033) Notes payable Principal payments.............................................. - - (1,898) Dividend payments.................................................... (3,954) (3,331) Stock repurchases.................................................... (30,828) - - Proceeds from stock issuances........................................ 2,704 891 ------------- ------------- Net cash provided by financing activities............................ 87,503 57,584 ------------- ------------- Net increase (decrease) in cash and cash equivalents................. (19,991) 795 Cash and cash equivalents Beginning of period............................................. 38,930 10,079 ------------- ------------- End of period................................................... $ 18,939 $ 10,874 ============= =============
See notes to condensed consolidated financial statements. -4- M.D.C. HOLDINGS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) A. Presentation of Financial Statements The condensed 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. These statements reflect all adjustments (including all normal recurring accruals) which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of MDC as of September 30, 2000 and for all of the periods presented. These statements are condensed and do not include all of the information required by generally accepted accounting principles in a full set of financial statements. These statements should be read in conjunction with MDC's financial statements and notes thereto included in MDC's Annual Report on Form 10-K for its fiscal year ended December 31, 1999. B. Corporate and Homebuilding Interest Activity (in thousands)
Three Months Nine Months Ended September 30, Ended September 30, --------------------------- --------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Interest capitalized in homebuilding inventory, beginning of period....... $ 18,037 $ 22,183 $ 17,406 $ 26,332 Interest incurred....................... 6,836 5,393 17,328 15,344 Interest expensed....................... - - - - - - - - Previously capitalized interest included in cost of sales..................... (6,041) (9,527) (15,902) (23,627) ----------- ----------- ----------- ----------- Interest capitalized in homebuilding inventory, end of period............. $ 18,832 $ 18,049 $ 18,832 $ 18,049 =========== =========== =========== ===========
C. Earnings Per Share The basic and diluted earnings per share calculations are shown below (in thousands, except per share amounts).
Three Months Nine Months Ended September 30, Ended September 30, ------------------------ ------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Basic Earnings Per Share Net income....................................... $ 34,260 $ 24,140 $ 84,090 $ 62,848 =========== =========== =========== =========== Basic weighted-average shares outstanding........ 21,179 22,294 21,587 22,224 =========== =========== =========== =========== Per share amounts................................ $ 1.62 $ 1.08 $ 3.90 $ 2.83 =========== =========== =========== =========== Diluted Earnings Per Share Net income....................................... $ 34,260 $ 24,140 $ 84,090 $ 62,848 =========== =========== =========== =========== Basic weighted-average shares outstanding........ 21,179 22,294 21,587 22,224 Stock options, net............................... 521 445 370 443 Diluted weighted-average shares outstanding...... 21,700 22,739 21,957 22,667 =========== =========== =========== =========== Per share amounts................................ $ 1.58 $ 1.06 $ 3.83 $ 2.77 =========== =========== =========== ===========
-5- D. Information on Business Segments The Company operates in two business segments: homebuilding and financial services. A summary of the Company's segment information is shown below (in thousands).
Three Months Nine Months Ended September 30, Ended September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Homebuilding Home sales......................... $ 436,174 $ 398,833 $ 1,173,084 $ 1,076,061 Land sales......................... 939 2,912 5,482 5,737 Other revenues..................... 1,705 1,450 13,203 2,407 ------------ ------------ ------------ ------------ 438,818 403,195 1,191,769 1,084,205 ------------ ------------ ------------ ------------ Home cost of sales................. 334,884 320,020 911,778 866,833 Land cost of sales................. 842 2,403 3,197 4,426 Asset impairment charges........... - - - - 800 - - Marketing.......................... 24,230 19,936 66,077 58,045 General and administrative......... 17,667 15,004 50,893 39,919 ------------ ------------ ------------ ------------ 377,623 357,363 1,032,745 969,223 ------------ ------------ ------------ ------------ Homebuilding Operating Profit.. 61,195 45,832 159,024 114,982 ------------ ------------ ------------ ------------ Financial Services Mortgage Lending Revenues Net interest income................ 651 735 1,714 2,012 Origination fees................... 3,535 3,315 9,573 9,035 Gains on sales of mortgage servicing......................... 706 543 2,535 2,832 Gains on sales of mortgage loans, net............................... 2,151 2,011 6,243 6,361 Mortgage servicing and other....... 160 135 442 424 ------------ ------------ ------------ ------------ 7,203 6,739 20,507 20,664 General and Administrative Expenses.. 3,833 3,812 10,708 10,892 ------------ ------------ ------------ ------------ Financial Services Operating Profit....................... 3,370 2,927 9,799 9,772 ------------ ------------ ------------ ------------ Total Operating Profit................. 64,565 48,759 168,823 124,754 ------------ ------------ ------------ ------------ Corporate Interest and other revenues........ 218 192 768 2,141 General and administrative......... (11,168) (8,719) (28,237) (22,683) ------------ ------------ ------------ ------------ Net Corporate Expenses......... (10,950) (8,527) (27,469) (20,542) ------------ ------------ ------------ ------------ Income Before Income Taxes.............. $ 53,615 $ 40,232 $ 141,354 $ 104,212 ============ ============ ============ ============
-6- E. Supplemental Disclosure of Cash Flow Information (in thousands)
Nine Months Ended September 30, 2000 1999 ----------- ----------- Cash paid during the period for Interest................................................... $ 26,102 $ 16,793 Income taxes............................................... $ 65,633 $ 46,192 Non-cash investing and financing activities Land purchases financed by seller.......................... $ - - $ 1,032 Land sales financed by MDC................................. $ - - $ 43
F. Stockholders' Equity On January 24, 2000, MDC's Board of Directors authorized the repurchase of up to 1,000,000 shares of MDC common stock. On February 21, 2000, MDC's Board of Directors authorized the repurchase of up to 2,000,000 additional shares of MDC common stock. The Company has repurchased a total of 1,931,800 shares of MDC common stock under these programs through September 30, 2000 at a total cost of $30,828,000. The per share prices, including commissions, for these repurchases range from $13.53 to $22.02 with an average cost of $15.96. G. Gain on Sale of Investments During the quarter and nine months ended September 30, 2000, net income included realized pre-tax gains of $215,000 and $9,736,000, respectively, less applicable taxes of $134,000 and $6,205,000, respectively, from the sale of certain investments by MDC's captive insurance subsidiary. H. Homebuilding Line of Credit During the nine months ended September 30, 2000, the Company received increased participations from two of its existing banks and participation from two additional lenders, increasing the maximum amount available under the homebuilding line of credit ("Homebuilding Line") to $375,000,000 at September 30, 2000 from $300,000,000 at December 31, 1999. In October 2000, an additional lender committed $38,000,000 to the Homebuilding Line, increasing the maximum amount available to $413,000,000. I. Income Taxes In August 2000, the Company resolved its income tax examination by the Internal Revenue Service (the "IRS") for the years 1991 through 1995. Primarily as a result, the Company's effective income tax rate decreased to 36.1% for the third quarter of 2000. The Company currently has no outstanding IRS examinations. J. Foundation In the third quarter of 2000, the Company committed to contribute $1,000,000 to the MDC Holdings Foundation (the "Foundation"), a Delaware not for profit corporation which was incorporated on September 30, 1999. The Foundation is a charitable organization with the primary purpose of supporting non-profit charities in communities where the Company conducts its business. Certain directors and officers of the Company are the trustees and officers of the Foundation. -7- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION M.D.C. Holdings, Inc. is a Delaware Corporation originally incorporated in Colorado in 1972. We refer to M.D.C. Holdings, Inc. as the "Company" or as "MDC" in this Form 10-Q. The "Company" or "MDC" includes our subsidiaries unless we state otherwise. MDC's primary business is building and selling homes under the name "Richmond American Homes." We also originate mortgage loans, primarily for customers of Richmond American Homes, through MDC's subsidiary, HomeAmerican Mortgage Corporation ("HomeAmerican"). RESULTS OF OPERATIONS The table below summarizes MDC's results of operations (in thousands, except per share amounts).
Three Months Nine Months Ended September 30, Ended September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenues................................ $ 446,239 $ 410,126 $ 1,213,044 $ 1,107,010 Income Before Income Taxes.............. $ 53,615 $ 40,232 $ 141,354 $ 104,212 Net Income.............................. $ 34,260 $ 24,140 $ 84,090 $ 62,848 Earnings Per Share: Basic.............................. $ 1.62 $ 1.08 $ 3.90 $ 2.83 Diluted............................ $ 1.58 $ 1.06 $ 3.83 $ 2.77
Revenues for the third quarter and first nine months of 2000 increased $36,113,000 and $106,034,000, respectively, compared with the same periods in 1999, primarily due to higher homebuilding revenues resulting from (1) significant increases in average selling prices per home closed; (2) increases in the number of homes closed; and (3) for the first nine months of 2000, gains of $9,736,000 realized on sales of certain investments by MDC's captive insurance subsidiary. Income before income taxes increased 33% and 36%, respectively, in the third quarter and first nine months of 2000, compared with the same periods in 1999. These increases primarily were a result of increased operating profit from the Company's homebuilding segment, due to the home sales revenue increases described above and substantial increases in Home Gross Margins (as defined below). -8- Homebuilding Segment The tables below set forth information relating to the Company's homebuilding segment (dollars in thousands).
Three Months Nine Months Ended September 30, Ended September 30, --------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Home Sales Revenues......................... $ 436,174 $ 398,833 $ 1,173,084 $ 1,076,061 Operating Profit............................ $ 61,195 $ 45,832 $ 159,024 $ 114,982 Average Selling Price Per Home Closed..... $ 224.5 $ 212.7 $ 219.1 $ 207.5 Home Gross Margins.......................... 23.2% 19.8% 22.3% 19.4% Excluding Interest in Home Cost of Sales 24.6% 21.9% 23.6% 21.5% Orders For Homes, net (units) Colorado............................. 668 655 2,134 2,259 California........................... 415 329 1,272 1,129 Arizona.............................. 573 261 1,486 1,199 Nevada............................... 199 151 631 425 Virginia............................. 177 150 641 611 Maryland............................. 60 70 217 268 ------------ ------------ ------------ ------------ Total........................... 2,092 1,616 6,381 5,891 ============ ============ ============ ============ Homes Closed (units) Colorado............................. 702 653 2,152 1,846 California........................... 369 381 887 921 Arizona.............................. 405 444 1,094 1,299 Nevada............................... 212 151 500 407 Virginia............................. 175 183 497 493 Maryland............................. 80 63 225 220 ------------ ------------ ------------ ------------ Total........................... 1,943 1,875 5,355 5,186 ============ ============ ============ ============
September 30, December 31, September 30, 2000 1999 1999 ------------ ------------ ------------ Backlog (units) Colorado............................. 1,608 1,626 1,768 California........................... 642 257 534 Arizona.............................. 844 452 596 Nevada............................... 268 137 164 Virginia............................. 434 290 372 Maryland............................. 171 179 201 ------------ ------------ ------------ Total........................... 3,967 2,941 3,635 ============ ============ ============ Estimated Sales Value........... $ 930,000 $ 600,000 $ 750,000 ============ ============ ============
-9-
September 30, December 31, September 30, 2000 1999 1999 ------------ ------------ ------------ Active Subdivisions Colorado............................. 44 50 48 California........................... 24 24 26 Arizona.............................. 27 20 18 Nevada............................... 9 12 11 Virginia............................. 9 16 16 Maryland............................. 7 9 10 ------------ ------------ ------------ Total........................... 120 131 129 ============ ============ ============
Home Sales Revenues - Home sales revenues in the third quarter and first nine months of 2000 were 9% higher than home sales revenues for the same periods in 1999. The improved revenues were a result of increased home closings and higher average selling prices per home closed, as further discussed below. Homes Closed - Home closings for the three and nine months ended September 30, 2000 increased approximately 3% compared with comparable periods in 1999. Home closings in the third quarter and first nine months of 2000 were higher in Colorado (increases of 8% and 17%, respectively), Nevada (increases of 40% and 23%, respectively), Northern California (increases of 14% and 46%, respectively) and Tucson (increases of 14% and 15%, respectively), primarily as a result of the strong demand for homes in these markets. Home closings decreased in the three and nine months ended September 30, 2000 in Phoenix and Southern California, compared with the same periods in 1999, primarily due to fewer active subdivisions in each of these markets during the latter half of 1999 and first quarter of 2000. Active subdivisions subsequently have increased to 18 and 20, respectively, in Southern California and Phoenix at September 30, 2000, compared with 14 and 11, respectively, at June 30, 1999. Average Selling Price Per Home Closed - The average selling price per home closed in the third quarter and first nine months of 2000 increased $11,800 and $11,600, respectively, compared with the same periods in 1999, primarily as a result of (1) the ability to increase sales prices due to the strong demand for new homes in most of the Company's markets; (2) a greater number of homes closed in higher-priced subdivisions in Northern California, where average selling prices were approximately $300,000; and (3) increased sales volume per home from the Company's design centers in Northern California, Nevada, Virginia and Colorado. Average selling prices were lower in the third quarter and first nine months of 2000, compared with the same periods in 1999, in Phoenix, due to the division's increased emphasis on more affordable homes, and in Southern California, where the Company closed fewer homes in higher-priced subdivisions. Home Gross Margins - We define "Home Gross Margins" to mean home sales revenues less cost of goods sold (which primarily includes land and construction costs, capitalized interest, financing costs, and a reserve for warranty expense) as a percent of home sales revenues. Home Gross Margins were 23.2% and 22.3%, representing increases of 340 and 290 basis points, respectively, during the quarter and nine months ended September 30, 2000, compared with the same periods in 1999. The increases largely were due to (1) selling price increases and reduced incentives offered to home buyers due to the continued strong demand for new homes in most of the Company's markets; (2) in Maryland, fewer under-performing subdivisions in 2000 and management's continued efforts to improve profitability; (3) reduced interest in home cost of sales, (as discussed below); (4) increased rebates collected from suppliers through the Company's national purchasing programs; (5) increases in sales of higher-margin -10- products through the Company's design centers; (6) a reduction in previous estimates of costs to complete land development and homes in certain projects in Phoenix, Southern California and Colorado; and (7) ongoing initiatives in each of the Company's markets designed to improve operating efficiency, control costs and increase rates of return. Future Home Gross Margins may be impacted adversely by (1) increased competition; (2) 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; (3) adverse weather; and (4) shortages of subcontractor labor, finished lots and other resources. Looking forward to the balance of 2000, we currently anticipate that Home Gross Margins for the fourth quarter may be lower than the level realized in the 2000 third quarter, but are expected to exceed 20%. See "Forward Looking Statements" below. Interest in Home Cost of Sales - Interest in home cost of sales as a percent of home sales revenues in the third quarter and first nine months of 2000 decreased to 1.4% and l.3%, respectively, compared with 2.2% and 2.1% for the same periods in 1999. These reductions primarily resulted from lower levels of capitalized interest in homebuilding inventories during the first nine months of 2000, compared with the first nine months of 1999. Interest capitalized as a percentage of homebuilding inventories has continued to decrease to 2.3% at September 30, 2000, from 2.7% at September 30, 1999 and 5.9% at September 30, 1998. This decrease primarily is due to (1) the close-out of older projects with higher levels of capitalized interest in Colorado, Virginia and Maryland; and (2) the financing of a portion of the Company's expanded homebuilding operations with cash from current operations. Orders for Homes and Backlog - Orders for homes in the third quarter and first nine months of 2000 increased 29% and 8%, respectively, compared with the comparable periods in 1999. Home orders in the third quarter of 2000 particularly were strong in Phoenix, Northern California and Nevada (increases of 220%, 72% and 32%, respectively), primarily as a result of the continued strong demand for new homes in these markets. Also contributing to the higher home orders in Phoenix was the increase in the number of active subdivisions to 20 at September 30, 2000 from 9 at September 30, 1999. Home orders were lower for the nine months ended September 30, 2000 in Colorado and Maryland, primarily resulting from (1) fewer active subdivisions; and (2) in Colorado, a greater number of active subdivisions nearing close-out, with fewer homes available for sale, and the close-out of several high-volume subdivisions after the second quarter of 1999. Homes under contract but not yet delivered ("Backlog") at September 30, 2000 was 3,967 units with an estimated sales value of $930,000,000, compared with a Backlog of 3,635 units with an estimated sales value of $750,000,000 at September 30, 1999. Assuming no significant change in market conditions or mortgage interest rates, the Company expects approximately 75% of its September 30, 2000 Backlog to close under existing sales contracts during the fourth quarter of 2000 and first half of 2001. The remaining 25% of the homes in Backlog are not expected to close under existing contracts due to cancellations. See "Forward-Looking Statements" below. Other Revenues - Other revenues during the first nine months of 2000 included gains realized on the sales of certain investments by MDC's captive insurance subsidiary of $9,736,000, compared with $278,000 realized in the comparable period of 1999. Asset Impairment Charge - Operating results during the first nine months of 2000 were reduced by an asset impairment charge of $800,000, related to certain of the Company's homebuilding assets in Southern California. -11- The asset impairment charge resulted from the write-down to fair value of a subdivision that experienced slow sales during the second quarter of 2000 and anticipated negative Home Gross Margins. No asset impairment charge was recorded during the first nine months of 1999. Marketing - Marketing expenses (which include sales commissions, advertising, amortization of deferred marketing and other costs) increased to $24,230,000 and $66,077,000, respectively, for the quarter and nine months ended September 30, 2000, compared with $19,936,000 and $58,045,000, respectively, for the same periods in 1999. The increases in 2000 primarily resulted from higher sales commissions, advertising and model home costs incurred in connection with the Company's increased home sales revenues and model home inventory. General and Administrative - General and administrative expenses increased to $17,667,000 and $50,893,000, respectively, during the third quarter and first nine months of 2000, compared with $15,004,000 and $39,919,000, respectively, for the same periods in 1999, primarily due to increased compensation costs resulting from expanded operations in certain of the Company's markets, most notably Colorado, Southern California and Northern California. Land Inventory The table below shows the carrying value of land and land under development, by market, the total number of lots owned and lots controlled under option agreements and total option deposits (dollars in thousands).
September 30, December 31, September 30, 2000 1999 1999 ----------- ----------- ----------- Colorado....................................... $ 90,342 $ 74,117 $ 64,873 California..................................... 159,509 161,508 150,716 Arizona........................................ 43,741 29,426 28,197 Nevada......................................... 25,600 27,419 26,838 Virginia....................................... 9,089 6,357 7,040 Maryland....................................... 5,248 9,853 7,413 ----------- ----------- ----------- Total..................................... $ 333,529 $ 308,680 $ 285,077 =========== =========== =========== Lots Owned (excluding lots in work-in-process). 10,098 10,452 9,436 Lots Controlled Under Option................... 8,567 8,063 8,503 ----------- ----------- ----------- Total Lots Owned and Controlled........... 18,665 18,515 17,939 =========== =========== =========== Option Deposits................................ $ 9,323 $ 8,673 $ 8,591 =========== =========== ===========
-12- Financial Services Segment The table below sets forth information relating to HomeAmerican's operations (dollars in thousands).
Three Months Nine Months Ended September 30, Ended September 30, ------------------------- ------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Loan Origination Fees....................... $ 3,535 $ 3,315 $ 9,573 $ 9,035 Gains on Sales of Mortgage Loans, net....... $ 2,151 $ 2,011 $ 6,243 $ 6,361 Gains on Sales of Mortgage Servicing, net... $ 706 $ 543 $ 2,535 $ 2,832 Operating Profit............................ $ 3,370 $ 2,927 $ 9,799 $ 9,772 Principal Amount of Loans Originated and Purchased MDC home buyers........................ $ 229,139 $ 223,568 $ 605,071 $ 610,985 Spot................................... 3,553 11,403 11,390 33,929 Correspondent.......................... - - - - - - 12,074 ----------- ----------- ----------- ----------- Total.............................. $ 232,692 $ 234,971 $ 616,461 $ 656,988 =========== =========== =========== =========== Principal Amount of Loans Brokered MDC home buyers........................ $ 65,738 $ 50,675 $ 178,360 $ 123,964 Spot................................... 1,911 359 4,302 3,198 ----------- ----------- ----------- ----------- Total.............................. $ 67,649 $ 51,034 $ 182,662 $ 127,162 =========== =========== =========== =========== Capture Rate................................ 66% 69% 64% 70% =========== =========== =========== =========== Including Brokered Loans............... 82% 81% 81% 81% =========== =========== =========== ===========
HomeAmerican's operating profits for the third quarter of 2000 increased, compared with the third quarter of 1999, due to higher gains on sales of mortgage loans and loan servicing, as well as higher origination fee income. HomeAmerican continues to benefit from the Company's homebuilding growth as MDC home buyers were the source of approximately 98% of the principal amount of mortgage loans originated and brokered by HomeAmerican in both the third quarter and first nine months of 2000. Mortgage loans originated by HomeAmerican for MDC home buyers as a percentage of total MDC home closings ("Capture Rate") decreased to 66% and 64%, respectively, for the quarter and nine months ended September 30, 2000, compared with 69% and 70%, respectively, for the same periods in 1999. However, the number of mortgage loans brokered by HomeAmerican for origination by outside lending institutions has increased, primarily due to an increase in the number of MDC home buyers with non-agency qualified credit. These brokered mortgage loans, for which HomeAmerican receives a fee, have been excluded from the computation of the Capture Rate above. If the Capture Rate was computed to include brokered loans, it would have been 82% and 81%, respectively, for the third quarter and first nine months of 2000, compared with 81% for both comparable periods in 1999. Forward Sales Commitments - HomeAmerican's operations are affected by changes in mortgage interest rates. HomeAmerican utilizes forward mortgage securities contracts to manage the interest rate -13- risk on its fixed-rate mortgage loans owned and rate-locked mortgage loans in the pipeline. These contracts are the only significant financial derivative instrument utilized by MDC. Other Operating Results Corporate Other Revenues - In the first nine months of 1999, the Company recognized income of approximately $1,500,000 related to its share of a gain from the sale of substantially all of the assets of a partnership in which it was an investor. Interest Expense - The Company capitalizes interest on its homebuilding inventories during the period of active development and through the completion of construction. Corporate and homebuilding interest incurred but not capitalized is reflected as interest expense and totalled zero for both the third quarter and first nine months of 2000 and 1999. For a reconciliation of interest incurred, capitalized and expensed, see Note B to the Company's Condensed Consolidated Financial Statements. Corporate General and Administrative Expenses - Corporate general and administrative expenses totalled $11,168,000 and $28,237,000, respectively, during the third quarter and first nine months of 2000, compared with $8,719,000 and $22,683,000, respectively, for the same periods in 1999. The 2000 increases primarily were due to (1) greater compensation-related costs in 2000 as a result of the Company's higher profitability and increased homebuilding activities; and (2) a commitment for a $1,000,000 donation to the Foundation in the third quarter of 2000. Income Taxes - MDC's overall effective income tax rate decreased to 36.1% for the third quarter of 2000, bringing the nine-month income tax rate down to 40.5% from the 43.2% income tax rate recorded for the first six months of 2000. This decrease in the effective rate primarily was the result of the Company resolving the Internal Revenue Service ("IRS") income tax examination for the years 1991 through 1995 in August 2000. Also affecting the rate in the first nine months of 2000 were investment gains of $9,736,000, discussed under "Results of Operations" above, that are subject to taxation at both the subsidiary and Company levels, resulting in taxes at an effective rate of 64%. In April 2000, the IRS completed its examination of the Company's federal income tax returns for the years 1996 and 1997. The conclusion of this examination resulted in no material impact to the Company's financial position or results of operations. The Company currently has no outstanding IRS examinations. See "Forward-Looking Statements" below. LIQUIDITY AND CAPITAL RESOURCES MDC uses its liquidity and capital resources to (1) support its operations, including its inventories of homes, home sites and land; (2) provide working capital; and (3) provide mortgage loans for its home buyers. Liquidity and capital resources are generated internally from operations and from external sources. -14- Capital Resources The Company's capital structure is a combination of (1) permanent financing, represented by stockholders' equity; (2) long-term financing, represented by its publicly traded 8 3/8% senior notes due 2008 (the "Senior Notes") and its homebuilding line of credit; and (3) current financing, primarily its mortgage lending line of credit. Based upon its current capital resources and additional liquidity available under existing credit agreements, the Company believes that its current financial condition is both balanced to fit its current operating structure and adequate to satisfy its current and near-term capital requirements, including the acquisition of land. The Company believes that it can meet its long-term capital needs (including meeting future debt payments and refinancing or paying off other long-term debt as it becomes due) from operations and external financing sources, assuming that no significant adverse changes in the Company's business or capital and credit market occur as a result of the various risk factors described elsewhere in this report. See "Forward-Looking Statements" below. Lines of Credit and Other Homebuilding - In October 1999, the homebuilding line of credit (the "Homebuilding Line") was amended and restated (the "Amended and Restated Credit Agreement") to extend the maturity date to September 30, 2004 and increase the $300,000,000 maximum amount available to $450,000,000 upon the Company's request, subject to the receipt of additional commitments from existing or additional participant lenders. Pursuant to the terms of the Amended and Restated Credit Agreement, a term-out of this credit may commence earlier under certain circumstances. Having received increased participations from two of the Company's existing banks and three additional lenders, the maximum amount available under the Homebuilding Line was increased to $350,000,000 in April 2000, to $375,000,000 in July 2000, and to $413,000,000 in October 2000. There is no assurance that existing or additional lenders will agree to provide additional commitments. At September 30, 2000, $155,000,000 was borrowed and $5,595,000 in letters of credit were outstanding under the Homebuilding Line. Mortgage Lending - To provide funds to originate and purchase mortgage loans and to finance these mortgage loans on a short-term basis, HomeAmerican utilizes its mortgage lending bank line of credit (the "Mortgage Line"). These mortgage loans are pooled into GNMA, FNMA and FHLMC pools, or retained as whole loans, and subsequently sold in the open market on a spot basis or pursuant to mortgage loan sale commitments, generally within 40 days after origination. During the first nine months of 2000 and 1999, HomeAmerican sold $606,930,000 and $652,647,000, respectively, principal amount of mortgage loans and mortgage-backed certificates to unaffiliated purchasers. Available borrowings under the Mortgage Line are collateralized by mortgage loans and mortgage-backed certificates and are limited to the value of eligible collateral, as defined. In September 2000, the Company received a $25,000,000 increase in the available borrowings to $100,000,000. At September 30, 2000, $54,815,000 was borrowed under the Mortgage Line and an additional $27,725,000 was collateralized and available to be borrowed. The Mortgage Line is cancelable upon 90 days' notice. General - The agreements for the Company's Senior Notes and bank lines of credit require compliance with certain representations, warranties and covenants. The Company believes that it is in compliance with these representations, warranties and covenants. The agreements containing these representations, warranties and covenants, other than the Mortgage Line, are on file with the Securities and Exchange Commission and are listed in the Exhibit Table in Part IV of MDC's Annual Report on Form 10-K for its fiscal year ended December 31, 1999. -15- The financial covenants contained in the Amended and Restated Credit Agreement include a leverage test and a consolidated tangible net worth test. Under the leverage test, generally MDC's consolidated indebtedness is not permitted to exceed 2.15 (subject to downward adjustment in certain circumstances) times MDC's "adjusted consolidated tangible net worth," as defined. Under the consolidated tangible net worth test, MDC's "tangible net worth," as defined, must not be less than the sum of $238,000,000 and 50% of "consolidated net income," as defined, after December 31, 1998. In addition, "consolidated tangible net worth," as defined, must not be less than $150,000,000. The Company's Senior Notes indenture does not contain financial covenants. However, there are covenants that limit transactions with affiliates, limit the amount of additional indebtedness that MDC may incur, restrict certain payments on, or the redemptions of the Company's securities, restrict certain sales of assets and limit incurring liens. In addition, under certain circumstances, in the event of a change of control (generally a sale, transfer, merger or acquisition of MDC or substantially all of its assets), MDC may be required to offer to repurchase the Senior Notes. The Senior Notes are not secured. MDC Common Stock Repurchase Programs On January 24, 2000, MDC's Board of Directors authorized the repurchase of up to 1,000,000 shares of MDC common stock. On February 21, 2000, MDC's Board of Directors authorized the repurchase of up to 2,000,000 additional shares of MDC common stock. The Company has repurchased a total of 1,931,800 shares of MDC common stock under these programs through September 30, 2000. The per share prices, including commissions, for these repurchases range from $13.53 to $22.02 with an average cost of $15.96. At September 30, 2000, the Company held 7,499,000 shares of treasury stock with an average purchase price of $9.09. Consolidated Cash Flow During the first nine months of 2000 and 1999, the Company used $107,494,000 and $56,789,000, respectively, of cash in its operating activities, primarily due to increases in homebuilding inventories related to its expanded homebuilding operations. In addition, in the first nine months of 2000, the Company used $30,828,000 to repurchase 1,931,800 shares of MDC common stock. The Company financed these operating cash requirements and stock repurchases primarily through borrowings on its bank lines of credit. IMPACT OF INFLATION, CHANGING PRICES AND ECONOMIC CONDITIONS Real estate and residential housing prices are affected by inflation, which can cause increases in the price of land, raw materials and subcontracted labor. Unless these increased costs are recovered through higher sales prices, Home Gross Margins would decrease. If interest rates increase, construction and financing costs, as well as the cost of borrowings, also would increase, which can result in lower Home Gross Margins. Increases in home mortgage interest rates would make it more difficult for MDC's customers to qualify for home mortgage loans, potentially decreasing home sales volume. Increases in interest rates also may affect adversely the volume of mortgage loan originations. The volatility of interest rates could have an adverse effect on MDC's future operations and liquidity. An increase in interest rates may affect adversely the demand for housing and the availability -16- of mortgage financing and may reduce the credit facilities offered to MDC by banks, investment bankers and mortgage bankers. See "Forward-Looking Statements" below. MDC's business also is affected significantly by general economic conditions, consumer confidence and, particularly, the demand for new homes in the markets in which it builds. ISSUANCE OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS In June 1998, Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") was issued. In June 2000, Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133" ("SFAS 138") was issued. SFAS 133 and SFAS 138 address the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. The Company is required to adopt SFAS 133 and SFAS 138 in the first quarter of 2001. The Company anticipates that the adoption of SFAS 133 and SFAS 138 as of January 1, 2001 will not have a material effect on its financial position or results of operations. See "Forward-Looking Statements" below. In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB 101 is effective for the fourth quarter of fiscal years beginning after December 1999. The Company believes that it is in compliance with the guidelines set forth in SAB 101 and that the adoption of SAB 101 had no material effect on its financial position or results of operations. See "Forward-Looking Statements" below. OTHER Forward-Looking Statements Certain statements in this Quarterly Report on Form 10-Q, the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 1999, the Company's Annual Report to Shareowners, as well as statements made by the Company in periodic press releases, oral statements made by the Company's officials to analysts and shareowners in the course of presentations about the Company and conference calls following quarterly earnings releases, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, (1) general economic and business conditions; (2) interest rate changes; (3) the relative stability of debt and equity markets; (4) competition; (5) the availability and cost of land and other raw materials used by the Company in its homebuilding operations; (6) demographic changes; (7) shortages and the cost of labor; (8) weather related slowdowns; (9) slow growth initiatives (including initiatives which have been proposed in Colorado and Arizona and will be voted on at the November 2000 general election in each of those states); (10) building moratoria; (11) governmental regulation, including the interpretation of tax, labor and environmental laws; (12) changes in consumer confidence and preferences; (13) required accounting changes; and (14) other factors over which the Company has little or no control. -17- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company is exposed to market risks related to fluctuations in interest rates on mortgage loans receivable and debt. The Company utilizes forward sale commitments to mitigate some of the risk associated with the mortgage loan portfolio. Other than these forward commitments, the Company does not utilize interest rate swaps, forward option contracts on foreign currencies or commodities, or other types of derivative financial instruments. HomeAmerican provides mortgage loans which generally are sold forward and subsequently delivered to a third-party purchaser within approximately 40 days. Forward commitments are used for non-trading purposes to sell mortgage loans and hedge interest rate risk on rate-locked mortgage loans in process which have not closed. Due to this hedging philosophy, the market risk associated with these mortgages is minimal. The Company utilizes both short-term and long-term debt to finance its operations. For fixed-rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not the Company's earnings or cash flows. Conversely, for variable-rate debt, changes in interest rates generally do not impact the fair value of the debt instrument, but may affect the Company's future earnings and cash flows. The Company does not have an obligation to prepay fixed-rate debt prior to maturity and, as a result, interest rate risk and changes in fair value should not have a significant impact on the fixed-rate debt until such time as the Company is required to refinance such debt. As of September 30, 2000, short-term debt was $54,815,000, which consisted of MDC's Mortgage Line. The Mortgage Line is collateralized by residential mortgage loans. The Company borrows on a short-term basis from banks under committed lines of credit that bear interest at prevailing market rates. Long-term debt obligations outstanding, their maturities and estimated fair values at September 30, 2000 are as follows (in thousands).
Maturities through December 31, Estimated --------------------------------------------------------------- 2000 2001 2002 2003 2004 Thereafter Total Fair Value -------------------- -------------------- ---------- -------------------- ---------- Fixed Rate Debt............ $ - - $ - - $ - - $ - - $ - - $ 175,000 $ 175,000 $ 162,969 Average Interest Rate (units)................ - - - - - - - - - - 8.38% 8.38% Variable Rate Debt......... $ - - $ - - $ - - $ - - $ 155,000 $ - - $ 155,000 $ 155,000 Average Interest Rate... - - - - - - - - 8.05% - - 8.05%
The Company believes that its overall balance sheet structure has repricing and cash flow characteristics that mitigate the impact of interest rate movements. -18- M.D.C. HOLDINGS, INC. FORM 10-Q PART II ITEM 1. LEGAL PROCEEDINGS - ------ ----------------- The Company and certain of its subsidiaries and affiliates have been named as defendants in various claims, complaints and other legal actions arising in the normal course of business. In the opinion of management, the outcome of these matters will not have a material adverse effect upon the financial condition, results of operations or cash flows of the Company. Because of the nature of the homebuilding business, and in the ordinary course of its operations, the Company from time to time may be subject to product liability claims. The Company is not aware of any litigation, matter or pending claim against the Company which would result in material contingent liabilities related to environmental hazards or asbestos. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREOWNERS - ------ ---------------------------------------------- No matters were submitted to shareowners during the third quarter of 2000. ITEM 5. OTHER INFORMATION - ------ ----------------- On October 23, 2000, the Company's board of directors declared a dividend of six cents per share for the quarter ended September 30, 2000, payable November 21, 2000, to shareowners of record on November 7, 2000. Future dividend payments are subject to the discretion of the Company's board of directors. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------ -------------------------------- (a) Exhibit: 4.1 Commitment and Acceptance Agreement dated as of August 22, 2000 among the Registrant, Bank One, N.A., as Administrative Agent and California Bank & Trust as Accepting Bank. 4.2 Form of Promissory Note dated August 22, 2000 of the Registrant as Maker payable to California Bank & Trust. -19- 4.3 Consent of Guarantors dated August 22, 2000. 4.4 Commitment and Acceptance Agreement dated as of October 16, 2000 among the Registrant, Bank One, N.A., as Administrative Agent and U.S. Bank, National Association as Accepting Bank. 4.5 Form of Promissory Note dated October 16, 2000 of the Registrant as Maker payable to U.S. Bank, National Association as Accepting Bank. 4.6 Consent of Guarantors Dated October 16, 2000. 10.1 Letter Agreement between the Registrant and Gilbert Goldstein, P.C. dated October 23, 2000 amending the Consulting Agreement effective October 1, 1998 between the Registrant and Gilbert Goldstein, P.C. 27 Financial Data Schedule. (b) Reports on Form 8-K: No Current Reports on Form 8-K were filed by the Registrant during the period covered by this Quarterly Report on Form 10-Q. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 3, 2000 M.D.C. HOLDINGS, INC. ---------------- (Registrant) By: /s/ Paris G. Reece III ------------------------------- Paris G. Reece III, Executive Vice President, Chief Financial Officer and Principal Accounting Officer -20- EX-4.1 2 0002.txt Exhibit 4.1 COMMITMENT AND ACCEPTANCE This Commitment and Acceptance (this "Commitment and Acceptance") dated as of August 22, 2000, is entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as defined below). PRELIMINARY STATEMENTS Reference is made to that certain Amended and Restated Credit Agreement dated as of October 8, 1999, by and among M.D.C. Holdings, Inc., as Borrower, Bank One, NA, as Administrative Agent, and the Banks that are parties thereto (as the same may from time to time be amended, modified, supplemented or restated, in whole or in part and without limitation as to amount, terms, conditions or covenants, the "Credit Agreement"). Pursuant to Section 2.5(d) of the Credit Agreement, Borrower has requested an increase in the Aggregate Commitment from $350,000,000.00 to $375,000,000.00. Such increase in the Aggregate Commitment is to become effective on August 22, 2000 (the "Increase Date"). In connection with such requested increase in the Aggregate Commitment, Borrower, Administrative Agent, and California Bank & Trust, a California banking corporation (the "Accepting Bank") hereby agree as follows: 1. ACCEPTING BANK'S COMMITMENT. Effective as of the Increase Date, Accepting Bank shall become a party to the Credit Agreement as a Bank, shall have all of the rights and obligations of a Bank thereunder, shall agree to be bound by the terms and provisions thereof and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the amount set forth opposite its name on the signature page hereof.. 2. REPRESENTATIONS AND AGREEMENTS OF ACCEPTING BANK. Accepting Bank (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by Accepting Bank and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance, (ii) agrees that it will, independently and without reliance upon Administrative Agent or any Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the commitment and acceptance hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA. 3. REPRESENTATION OF BORROWER. Borrower hereby represents and warrants that as of the date hereof and as of the Increase Date, no event or condition shall have occurred and then be continuing which constitutes a Default or Unmatured Default. 4. GOVERNING LAW. This Commitment and Acceptance shall be governed by the internal law, and not the law of conflicts, of the State of Illinois. 5. NOTICES. For the purpose of notices to be given under the Credit Agreement, the address of Accepting Bank (until notice of a change is delivered) shall be the address set forth in Schedule 1. 2 IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly authorized officers as of the date first above written. BORROWER: M.D.C. HOLDINGS, INC. By: /s/ John J. Heaney -------------------------------- Name: John J. Heaney ------------------------------ Title: Senior Vice President and Treasurer ----------------------------- ADMINISTRATIVE AGENT: BANK ONE, NA, as ADMINISTRATIVE AGENT By: /s/ Lynn M. Ciuchta -------------------------------- Name: Lynn M. Ciuchta ------------------------------ Title: Vice President ----------------------------- ACCEPTING BANK: $25,000,000.00 CALIFORNIA BANK & TRUST, a California banking corporation By: /s/ Jennifer Pescatore -------------------------------- Name: Jennifer Pescatore ------------------------------ Title: Vice President ----------------------------- 3 SCHEDULE 1 to Commitment and Acceptance 1. Attach Accepting Bank's Administrative Information Sheet, which must include its payment instructions and notice address. 4 EX-4.2 3 0003.txt Exhibit 4.2 PROMISSORY NOTE $25,000,000.00 August 22, 2000 Chicago, Illinois FOR VALUE RECEIVED, M.D.C. HOLDINGS, INC., a Delaware corporation ("Maker"), hereby promises and agrees to pay to the order of CALIFORNIA BANK & TRUST, a California banking corporation ("Payee"), the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) in lawful money of the United States of America, or, if less than such principal amount, the aggregate unpaid principal amount of all Advances made to Maker by the Payee pursuant to the Credit Agreement hereinafter referenced. Such payment shall be made on the Facility Termination Date, as defined in the Credit Agreement. Maker shall pay interest from the date hereof on the unpaid principal amount of this Note from time to time outstanding during the period from the date hereof until such principal amount is paid in full at the rates, determined in the manner, and on the dates or occurrences specified in the Credit Agreement (as hereinafter defined). This promissory note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of October 8, 1999, among Maker, Bank One, NA, as Administrative Agent, and the Banks that are parties thereto (as the same may be amended, modified, replaced, or renewed from time to time, the "Credit Agreement") and is entitled to the benefits of the Credit Agreement and the Loan Documents. Capitalized terms used in this Note without definition shall have the same meanings as are ascribed to such terms in the Credit Agreement. Both principal and interest are payable to Administrative Agent for the account of Payee pursuant to the terms of the Credit Agreement. All Advances made by Payee pursuant to the Credit Agreement and all payments of the principal amount of such Advances, shall be endorsed by the holder of this Note on the schedule attached hereto. Failure to record such Advances or payment shall not diminish any rights of Payee or relieve Makers of any liability hereunder or under the Credit Agreement. This Note is subject to prepayment and its maturity is subject to acceleration, in each case upon the terms provided in the Credit Agreement. This Note may not be modified or discharged orally, by course of dealing or otherwise, but only by a writing duly executed by the holder hereof. In the event that any action, suit or proceeding is brought by the holder hereof to collect this Note, Maker agrees to pay and shall be liable for all costs and expenses of collection, including without limitation, reasonable attorneys' fees and disbursements. Maker and all sureties, guarantors and/or endorsers hereof (or of any obligation hereunder) and accommodation parties hereon (all of which, including Maker, are each hereinafter called a "Surety") each: (a) waive any homestead or exemption laws and right thereunder affecting the full collection of this Note; (b) waive any and all formalities in connection with this Note to the maximum extent allowed by law, including (but not limited to) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand and nonpayment of this Note; and (c) consent that Holder may extend the time of payment or otherwise modify the terms of payment of any part or the whole of the debt evidenced by this Note, at the request of any other person liable hereon, and such consent shall not alter nor diminish the liability of any person hereon. In addition, each Surety waives and agrees not to assert: (a) any right to require the holder hereof to proceed against any other Surety, to proceed against or exhaust any security for the Note, to pursue any other remedy available to the holder hereof, or to pursue any remedy in any particular order or manner; (b) the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof; (c) the benefits of any legal or equitable doctrine or principle of marshalling; (d) notice of the existence, creation or incurring of new or additional indebtedness of Maker to the holder hereof; or (e) any defense arising by reason of any disability or other defense of Maker or by reason of the cessation from any cause whatsoever (other than payment in full) of the liability of Maker for payment of this Note. Until payment in full of this Note and the holder hereof has no obligation to make any further advances of the proceeds hereof, no Surety shall have any right of subrogation and each hereby waives any right to enforce any remedy which the holder hereof now has, or may hereafter have, against Maker or any other Surety, and waives any benefit of, and any right to participate in, any security now or hereafter held by the holder hereof. Maker agrees that to the extent any Surety makes any payment to the holder hereof in connection with the indebtedness evidenced by this Note, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Holder or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then the indebtedness of Maker under this Note shall continue or shall be reinstated, as the case may be, and, to the extent of such payment or repayment by the holder hereof, the indebtedness evidenced by this Note or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made. This Note has been delivered in the City of Chicago and State of Illinois, and shall be enforced under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within said state, without references to any choice or conflicts of law principles. M.D.C. HOLDINGS, INC., a Delaware corporation By: /s/ John J. Heaney --------------------------------- Name: John J. Heaney Title: Senior Vice President 2 EX-4.3 4 0004.txt Exhibit 4.3 CONSENT OF GUARANTORS Each of the undersigned (a) is a Guarantor under a Guaranty (each, a "Guaranty") dated October 8, 1999 guarantying the obligations of M.D.C. Holdings, Inc. under a certain Credit Agreement dated as of October 8, 1999 (the "Credit Agreement"; terms used herein shall have the meanings provided for in the Credit Agreement), (b) does hereby acknowledge and consent to the Commitment and Acceptance of even date herewith by and among the Borrower, the Administrative Agent, and California Bank & Trust, a California banking corporation, providing for an increase of the Aggregate Commitment to $375,000,000 and (c) acknowledges and agrees that its obligations under its Guaranty remain in full force and effect. This Consent of Guarantors is executed and delivered as of August 22, 2000. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC., a Colorado corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF MARYLAND, INC., a Maryland corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF NEVADA, INC., a Colorado corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF Virginia, INC., a Virginia corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF ARIZONA, INC., a Delaware corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF COLORADO, INC., a Delaware corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF NORTHERN, CALIFORNIA, INC., a Colorado corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President M.D.C. LAND CORPORATION, INC., a Colorado corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President RICHMOND AMERICAN CONSTRUCTION, INC., a Delaware corporation By: /s/ John J. Heaney ------------------------------------ Name: John J. Heaney, Vice President 2 EX-4.4 5 0005.txt Exhibit 4.4 COMMITMENT AND ACCEPTANCE This Commitment and Acceptance (this "Commitment and Acceptance") dated as of October 16, 2000, is entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as defined below). PRELIMINARY STATEMENTS Reference is made to that certain Amended and Restated Credit Agreement dated as of October 8, 1999, by and among M.D.C. Holdings, Inc., as Borrower, Bank One, NA, as Administrative Agent, and the Banks that are parties thereto (as the same may from time to time be amended, modified, supplemented or restated, in whole or in part and without limitation as to amount, terms, conditions or covenants, the "Credit Agreement"). Pursuant to Section 2.5(d) of the Credit Agreement, Borrower has requested an increase in the Aggregate Commitment from $375,000,000.00 to $413,000,000.00. Such increase in the Aggregate Commitment is to become effective on October 16, 2000 (the "Increase Date"). In connection with such requested increase in the Aggregate Commitment, Borrower, Administrative Agent, and U.S. Bank National Association (the "Accepting Bank") hereby agree as follows: 1. ACCEPTING BANK'S COMMITMENT. Effective as of the Increase Date, Accepting Bank shall become a party to the Credit Agreement as a Bank, shall have all of the rights and obligations of a Bank thereunder, shall agree to be bound by the terms and provisions thereof and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to the amount set forth opposite its name on the signature page hereof. 2. REPRESENTATIONS AND AGREEMENTS OF ACCEPTING BANK. Accepting Bank (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by Accepting Bank and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance, (ii) agrees that it will, independently and without reliance upon Administrative Agent or any Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the commitment and acceptance hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA. 3. REPRESENTATION OF BORROWER. Borrower hereby represents and warrants that as of the date hereof and as of the Increase Date, no event or condition shall have occurred and then be continuing which constitutes a Default or Unmatured Default. 4. GOVERNING LAW. This Commitment and Acceptance shall be governed by the internal law, and not the law of conflicts, of the State of Illinois. 5. NOTICES. For the purpose of notices to be given under the Credit Agreement, the address of Accepting Bank (until notice of a change is delivered) shall be the address set forth in Schedule 1. 2 IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly authorized officers as of the date first above written. BORROWER: M.D.C. HOLDINGS, INC. By: /s/ John J. Heaney -------------------------------- Name: John J. Heaney ------------------------------ Title: Senior Vice President and Treasurer ----------------------------- ADMINISTRATIVE AGENT: BANK ONE, NA, as ADMINISTRATIVE AGENT By: /s/ Lynn M. Ciuchta -------------------------------- Name: Lynn M. Ciuchta ------------------------------ Title: Vice President ----------------------------- ACCEPTING BANK: $38,000,000.00 U.S. BANK NATIONAL ASSOCIATION By: /s/ Michael Raarup -------------------------------- Name: Michael Raarup ------------------------------ Title: Vice President ----------------------------- 3 SCHEDULE 1 to Commitment and Acceptance 1. Attach Accepting Bank's Administrative Information Sheet, which must include its payment instructions and notice address. 4 EX-4.5 6 0006.txt Exhibit 4.5 PROMISSORY NOTE $38,000,000.00 October 16, 2000 Chicago, Illinois FOR VALUE RECEIVED, M.D.C. HOLDINGS, INC., a Delaware corporation ("Maker"), hereby promises and agrees to pay to the order of U.S. BANK NATIONAL ASSOCIATION ("Payee"), the principal sum of THIRTY-EIGHT MILLION DOLLARS ($38,000,000.00) in lawful money of the United States of America, or, if less than such principal amount, the aggregate unpaid principal amount of all Advances made to Maker by the Payee pursuant to the Credit Agreement hereinafter referenced. Such payment shall be made on the Facility Termination Date, as defined in the Credit Agreement. Maker shall pay interest from the date hereof on the unpaid principal amount of this Note from time to time outstanding during the period from the date hereof until such principal amount is paid in full at the rates, determined in the manner, and on the dates or occurrences specified in the Credit Agreement (as hereinafter defined). This promissory note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of October 8, 1999, among Maker, Bank One, NA, as Administrative Agent, and the Banks that are parties thereto (as the same may be amended, modified, replaced, or renewed from time to time, the "Credit Agreement") and is entitled to the benefits of the Credit Agreement and the Loan Documents. Capitalized terms used in this Note without definition shall have the same meanings as are ascribed to such terms in the Credit Agreement. Both principal and interest are payable to Administrative Agent for the account of Payee pursuant to the terms of the Credit Agreement. All Advances made by Payee pursuant to the Credit Agreement and all payments of the principal amount of such Advances, shall be endorsed by the holder of this Note on the schedule attached hereto. Failure to record such Advances or payment shall not diminish any rights of Payee or relieve Makers of any liability hereunder or under the Credit Agreement. This Note is subject to prepayment and its maturity is subject to acceleration, in each case upon the terms provided in the Credit Agreement. This Note may not be modified or discharged orally, by course of dealing or otherwise, but only by a writing duly executed by the holder hereof. In the event that any action, suit or proceeding is brought by the holder hereof to collect this Note, Maker agrees to pay and shall be liable for all costs and expenses of collection, including without limitation, reasonable attorneys' fees and disbursements. Maker and all sureties, guarantors and/or endorsers hereof (or of any obligation hereunder) and accommodation parties hereon (all of which, including Maker, are each hereinafter called a "Surety") each: (a) waive any homestead or exemption laws and right thereunder affecting the full collection of this Note; (b) waive any and all formalities in connection with this Note to the maximum extent allowed by law, including (but not limited to) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand and nonpayment of this Note; and (c) consent that Holder may extend the time of payment or otherwise modify the terms of payment of any part or the whole of the debt evidenced by this Note, at the request of any other person liable hereon, and such consent shall not alter nor diminish the liability of any person hereon. In addition, each Surety waives and agrees not to assert: (a) any right to require the holder hereof to proceed against any other Surety, to proceed against or exhaust any security for the Note, to pursue any other remedy available to the holder hereof, or to pursue any remedy in any particular order or manner; (b) the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof; (c) the benefits of any legal or equitable doctrine or principle of marshalling; (d) notice of the existence, creation or incurring of new or additional indebtedness of Maker to the holder hereof; or (e) any defense arising by reason of any disability or other defense of Maker or by reason of the cessation from any cause whatsoever (other than payment in full) of the liability of Maker for payment of this Note. Until payment in full of this Note and the holder hereof has no obligation to make any further advances of the proceeds hereof, no Surety shall have any right of subrogation and each hereby waives any right to enforce any remedy which the holder hereof now has, or may hereafter have, against Maker or any other Surety, and waives any benefit of, and any right to participate in, any security now or hereafter held by the holder hereof. Maker agrees that to the extent any Surety makes any payment to the holder hereof in connection with the indebtedness evidenced by this Note, and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Holder or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment is hereinafter referred to as a "Preferential Payment"), then the indebtedness of Maker under this Note shall continue or shall be reinstated, as the case may be, and, to the extent of such payment or repayment by the holder hereof, the indebtedness evidenced by this Note or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if said Preferential Payment had not been made. This Note has been delivered in the City of Chicago and State of Illinois, and shall be enforced under and governed by the laws of the State of Illinois applicable to contracts made and to be performed entirely within said state, without references to any choice or conflicts of law principles. M.D.C. HOLDINGS, INC., a Delaware corporation By: /s/ John J. Heaney ----------------------------------- Name: John J. Heaney Title: Senior Vice President 2 EX-4.6 7 0007.txt Exhibit 4.6 CONSENT OF GUARANTORS Each of the undersigned (a) is a Guarantor under a Guaranty (each, a "Guaranty") dated October 8, 1999 guarantying the obligations of M.D.C. Holdings, Inc. under a certain Credit Agreement dated as of October 8, 1999 (the "Credit Agreement"; terms used herein shall have the meanings provided for in the Credit Agreement), (b) does hereby acknowledge and consent to the Commitment and Acceptance of even date herewith by and among the Borrower, the Administrative Agent, and U.S. Bank, National Association, providing for an increase of the Aggregate Commitment to $413,000,000 and (c) acknowledges and agrees that its obligations under its Guaranty remain in full force and effect. This Consent of Guarantors is executed and delivered as of October 16, 2000. RICHMOND AMERICAN HOMES OF CALIFORNIA, INC., a Colorado corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF MARYLAND, INC., a Maryland corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF NEVADA, INC., a Colorado corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF Virginia, INC., a Virginia corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF ARIZONA, INC., a Delaware corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF COLORADO, INC., a Delaware corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN HOMES OF NORTHERN, CALIFORNIA, INC., a Colorado corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President M.D.C. LAND CORPORATION, INC., a Colorado corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President RICHMOND AMERICAN CONSTRUCTION, INC., a Delaware corporation By: /s/ John J. Heaney --------------------------------------- Name: John J. Heaney, Vice President 2 EX-10.1 8 0008.txt Exhibit 10.1 Gilbert Goldstein, P.C. Attorney and Counselor at Law 3600 South Yosemite Street, Suite 870 Denver, Colorado 80237 FAX (303) 220-8272 Gilbert Goldstein (303) 220-8200 October 23, 2000 Mr. Larry A. Mizel, President M.D.C. Holdings, Inc. 3600 S. Yosemite Street Suite 900 Denver, Colorado 80237 Dear Larry: This letter amends the agreement between Gilbert Goldstein, P.C. ("GGPC" and M.D.C. Holdings, Inc. ("MDC") dated September 25, 1998 (the "Agreement"). Paragraph 4 of the Agreement is hereby amended to extend the term of the Agreement to September 30, 2002. Except as amended hereby all other terms, conditions, and other provisions of the Agreement as previously amended on October 25, 1999 are ratified, approved and confirmed. This amendment was approved by the Board of Directors of MDC on October 23, 2000. Please indicate MDC's approval of this Amendment by executing the acknowledgment below. If you have any questions, please call me. Yours truly, GILBERT GOLDSTEIN, P.C. By: /s/ Gilbert Goldstein ----------------------------- Gilbert Goldstein Approved and agreed to this 23rd day of October, 2000 M.D.C. HOLDINGS, INC. By: /s/ Larry A. Mizel ------------------------------ Larry A. Mizel Chairman of the Board and Chief Executive Officer GG/slh EX-27 9 0009.txt
5 This schedule contains summary financial information extracted from M.D.C. Holdings, Inc. consolidated financial statements included in its Form 10-Q for the quarter ended September 30, 2000 and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 18,939 0 10,657 0 823,262 0 2,946 0 1,059,305 0 384,245 0 0 285 440,323 1,059,305 1,191,769 1,213,044 (1,032,745) (1,071,690) 0 0 0 141,354 (57,264) 84,090 0 0 0 84,090 3.90 3.83
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