-----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, POziCPMj2UFIe9ULOxmAVAdS9/lPwFv8+1C7oou2qnW57j/dnAKLNfd75x5Aduo6 tbGmuenQKintRx0NvwR3Yw== 0000773141-01-500004.txt : 20010625 0000773141-01-500004.hdr.sgml : 20010625 ACCESSION NUMBER: 0000773141-01-500004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MDC HOLDINGS INC CENTRAL INDEX KEY: 0000773141 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 840622967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08951 FILM NUMBER: 1665871 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 EX-23.1 1 exh23_1.txt EXHIBIT 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement No. 333-60330 on Form S-8 pertaining to the M.D.C. Holdings, Inc. 401(k) Savings Plan of our report dated April 3, 2001, with respect to the financial statements and supplemental schedule of the M.D.C. Holdings, Inc. 401(k) Savings Plan included in this Annual Report on Form 11-K for the year ended December 31, 2000. /s/Ernst & Young LLP ------------------------- Ernst & Young LLP Denver, Colorado June 19, 2001 EX-23.2 2 exh23_2.txt EXHIBIT 23.2 Consent of Independent Accountants We herby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-60330) of M.D.C. Holdings, Inc. of our report dated June 21, 2000 appearing on page 2 of the Financial Statements of the M.D.C. Holdings, Inc. 401(k) Savings Plan for the year ended December 31, 1999 included in the Form 11-K. /s/PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP Denver, Colorado June 18, 2001 EX-99.1 3 exh99_1.txt EXHIBIT 99.1 M.D.C. Holdings, Inc. 401(k) Savings Plan Audited Financial Statements and Supplemental Schedule Years Ended December 31, 2000 and 1999 M.D.C. Holdings, Inc. 401(k) Savings Plan Years Ended December 31, 2000 and 1999 Contents - -------------------------------------------------------------------------------- Page Report of Independent Auditors 1 Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Benefits 3 Statements of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year 10 Report of Independent Auditors Board of Directors MDC Holdings, Inc. 401(k) Savings Plan We have audited the accompanying statement of net assets available for benefits of MDC Holdings, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2000, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000, and the change in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP -------------------------- Ernst & Young LLP Denver, Colorado April 3, 2001 1 Report of Independent Accountants To the Participants and Administrator of MDC Holdings, Inc. 401(k) Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the M.D.C. Holdings, Inc. 401(k) Savings Plan (the "Plan") at December 31, 1999, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP ------------------------------- PricewaterhouseCoopers LLP Denver, Colorado June 21, 2000 2 M.D.C. Holdings, Inc. 401(k) Savings Plan Statements of Net Assets Available for Benefits - --------------------------------------------------------------------------------
December 31, -------------------------------------------- 2000 1999 -------------------- -------------------- Assets Investments, at fair value $ 30,124,794 $ 22,542,694 Contributions receivable: Employer 2,474,038 1,961,124 Employee 141,750 118,730 -------------------- -------------------- Total contributions receivable 2,615,788 2,079,854 -------------------- -------------------- Net assets available for benefits $ 32,740,582 $ 24,622,548 ==================== ====================
See accompanying notes to financial statements. 3 M.D.C. Holdings, Inc. 401(k) Savings Plan Statements of Changes in Net Assets Available for Benefits - --------------------------------------------------------------------------------
Year Ended December 31, -------------------------------------------- 2000 1999 -------------------- -------------------- Additions Investment income: Interest and dividends $ 310,442 $ 271,019 Net appreciation in fair value of investments 2,108,986 1,125,745 -------------------- -------------------- Total investment income 2,419,428 1,396,764 Contributions: Employer 2,634,380 1,961,124 Employee 5,568,617 4,879,974 -------------------- -------------------- Total contributions 8,202,997 6,841,098 -------------------- -------------------- Total additions 10,622,425 8,237,862 Deductions Benefit payments 2,336,691 1,215,451 Transaction charges and administrative expenses 38,597 26,054 Participant notes receivable terminated due to withdrawal of participants 129,103 17,618 -------------------- -------------------- Total deductions 2,504,391 1,259,123 -------------------- -------------------- Net increase in net assets available for benefits 8,118,034 6,978,739 Net assets available for benefits at beginning of year 24,622,548 17,643,809 -------------------- -------------------- Net assets available for benefits at end of year $ 32,740,582 $ 24,622,548 ==================== ====================
See accompanying notes to financial statements. 4 M.D.C. Holdings, Inc. 401(k) Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 1. Description of Plan The following description of the M.D.C. Holdings, Inc. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan established effective January 1, 1992 and most recently restated effective July 1, 1998. All employees of M.D.C. Holdings, Inc. (the "Company") become eligible to participate upon completing six months of service and attaining the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Contributions Participants may contribute an amount up to 15 percent, in whole percentages, of their pretax annual compensation to a maximum amount of $10,500 and $10,000 in 2000 and 1999, respectively, in accordance with Internal Revenue Service regulations. The Company may make matching contributions in a discretionary amount to be determined by resolution of the Company's Board of Directors, on an annual basis. The Company may make a discretionary profit sharing contribution without regard to the current or accumulated net profits of the Company for the taxable year ending with, or within, the plan year. The Company's matching and profit sharing contributions may be made in cash or in shares of M.D.C. Holdings, Inc. common stock. Participant Accounts Each participant's account is credited with the participant's contribution, allocations of the Company's contributions, if any, and Plan earnings. Plan earnings are allocated by fund based on the ratio of a participant's account invested in a particular fund to all participants' investments in that fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting The interest of any participant in contributions made by the Company, and earnings thereon, will become vested to the extent of the following percentages: Years of Service Vested % Less than 2 years 0% After 2 years 40% After 3 years 60% After 4 years 80% After 5 years 100% 5 M.D.C. Holdings, Inc. 401(k) Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 1. Description of Plan (continued) If a participant dies, suffers disability or attains the normal retirement age while still employed by the Company, the participant becomes 100% vested without regard to length of service. Investment Options Upon enrollment in the Plan, a participant may direct contributions among any of the thirteen investment options offered by the Plan. Participants may change or transfer their investments at any time. Payment of Benefits A participant who has attained the age of 59 1/2, or has satisfied the terms for a financial hardship, may elect to commence distributions regardless of whether employed by the Company. The participant or beneficiary may elect to receive a lump-sum distribution, an annuity, or a combination of both. Distributions are subject to the applicable provisions of the Plan document. Participant Notes Receivable Participants are permitted to borrow a portion of their vested benefits under the Plan. Participants may borrow up to the lesser of (1) $50,000, reduced by (a) the applicant's highest outstanding loan balance from the Plan during the one year period ending on the day before the loan is made and (b) the applicant's outstanding loan balance from the Plan on the day before the loan is made, or (2) 50% of the present value of the participant's non-forfeitable accrued benefit. Loan transactions are treated as a transfer between the investment fund and the loan fund. The loans are secured by the participant's account balance and bear interest at a fixed rate equal to the current prime rate plus 100 basis points at the date the application is approved. Interest rates on outstanding loans range from 8.75% to 10.50%. Principal and interest are paid ratably through monthly payroll deductions. Forfeitures Forfeitures result from non-vested benefit payments remaining in the Plan for all terminated employees. Upon reaching the break-in-service, as determined in the Plan document, amounts forfeited are added to the forfeitures in the Plan. Forfeitures are available first to pay expenses of administering the Plan, which would be otherwise payable by the Company, and are then allocated to reduce future contributions made by the Company. 6 M.D.C. Holdings, Inc. 401(k) Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 2. Summary of Accounting Policies Method of Accounting The Plan's financial statements are prepared on the accrual basis of accounting. Investments Shares of the EB Managed Guaranteed Investment Contract are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Shares of the Company's common stock are valued at their quoted market price. Participant notes receivable are valued at cost, which approximates fair value. Realized gains and losses on sales of investments represent the difference between the proceeds received and the cost of investments sold. The change in the difference between the fair value and cost of investments is combined with realized gains and losses on sales of investments and is reported in the accompanying statements of changes in net assets available for benefits as net appreciation in fair value of investments. Use of Estimates The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Payment of Benefits Benefits are recorded when paid. Expenses The Plan's administrative expenses are paid either by the Plan or the Company, as provided by the Plan document. Reclassifications Certain amounts reported in the 1999 financial statements have been reclassified to conform with the 2000 presentation. 3. Administration of Plan Assets The Company administers the Plan. Investments of the Plan's assets and payment of benefits are managed by KeyTrust Company National Association, the Plan's trustee and record-keeper. 7 M.D.C. Holdings, Inc. 401(k) Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 4. Investments The fair value of individual investments that represent five percent or more of the Plan's net assets is as follows:
December 31, ------------------------------------------ 2000 1999 ------------------- ------------------- Fidelity Advisor Growth Opportunities Fund $ 3,474,840 $ 5,315,752 The Income Fund of America - 1,690,454 INVESCO Dynamics Fund 4,232,638 2,593,726 The Victory Stock Index Fund 3,855,977 4,458,048 EB Managed Guaranteed Investment Contract 3,516,480 3,234,547 M.D.C. Holdings, Inc. common stock 7,044,578 2,333,106
During 2000 and 1999, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as follows:
Year Ended December 31, ------------------------------------------ 2000 1999 ------------------- ------------------- Collective trust $ 288,468 $ 163,740 Mutual funds (2,131,253) 1,711,902 Common stock 3,951,771 (749,897) ------------------- ------------------- $ 2,108,986 $ 1,125,745 =================== ===================
5. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 6. Income Taxes The Internal Revenue Service has determined and informed the Company by a letter dated August 2, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan's administrator and tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. In addition, the Plan's administrator and tax counsel are not aware of any actions or series of events which have occurred that might adversely affect the Plan's qualified status. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8 M.D.C. Holdings, Inc. 401(k) Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 7. Reconciliations of Plan Financial Statements to the Form 5500 The Annual Return/Report of Employee Benefit Plan (the "Form 5500") is prepared on the modified cash basis. Accordingly, certain balances included on Schedule H, Parts I and II, of the Form 5500 differ from those included in these financial statements. Contributions in the statements of changes in net assets available for benefits differ from contributions on the Form 5500 by the amount of contributions accrued at December 31. Additionally, net assets available for benefits include certain delinquent loans at December 31. When a participant terminates employment, the participant has 90 days from the date of termination to repay any outstanding loan balance in the participant's account. If the loan is not repaid, the participant receives a deemed distribution that is reported on Form 1099 and is subject to federal and state income taxes. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, ------------------------------------------ 2000 1999 ------------------- ------------------- Net assets available for benefits, per financial statements $ 32,740,582 $ 24,622,548 Less: Employer contributions receivable (2,474,038) (1,961,124) Employee contributions receivable (141,750) (118,730) Deemed distributions (5,862) (18,466) ------------------- ------------------- Net assets available for benefits, per Form 5500 $ 30,118,932 $ 22,524,228 =================== ===================
8. Subsequent Event At its March 2, 2001 meeting, the Company's Board of Directors approved changes in the investment options available to the Plan's participants. Additional fund options include The Victory U.S. Government Obligations Fund, The American Funds Group American Fundamental Investors Fund, and the PIMCO Total Return Fund. The Fidelity Advisor Growth Opportunities Fund, The American Funds Group Bond Fund of America, and the EB Managed Guaranteed Investment Contract options are no longer offered by the Plan. 9 M.D.C. Holdings, Inc. EIN 84-0622967 401(k) Savings Plan Plan 004 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000 - --------------------------------------------------------------------------------
Description of investment including Identity of issue, borrower, maturity date, rate of interest, Fair lessor, or similar party collateral, par or maturity value Cost Value ------------------------------------ --------------------------------------------- -------------- -- ------------- The American Funds Group Europacific Growth Fund $31.35/unit $ 1,022,442 $ 844,428 Fidelity Advisors Fidelity Advisor Growth Opportunities Fund $34.15/unit 4,641,478 3,474,840 Franklin Strategic Series Franklin Small Cap Growth Fund $39.33/unit 667,023 570,264 The American Funds Group The Income Fund of America $15.94/unit 1,453,696 1,325,810 INVESCO Equity, Inc. INVESCO Dynamics Fund $23.77/unit 4,309,893 4,232,638 Janus Investment Fund Janus Twenty Fund, Inc. $54.80/unit 1,354,407 982,697 Janus Investment Fund Janus Balanced Fund $21.42/unit 676,383 620,860 NeubergerBerman Management, Inc. NeubergerBerman Genesis Fund $15.82/unit 924,043 1,050,256 The Victory Portfolios The Victory Stock Index Fund; Class A Shares $21.38/unit 4,060,920 3,855,977 Washington Mutual Investors, Inc. Washington Mutual Investor Fund, Inc. $29.03/unit 1,095,436 1,051,435 The American Funds Group The Bond Fund of America, Inc. $12.79/unit 425,313 420,971 * Key Bank EB Money Market Fund $1.00/unit 117,893 117,893 * Key Bank EB Managed Guaranteed Investment Contract $14.81/unit 3,152,786 3,516,480 * M.D.C. Holdings, Inc. Common Stock $32.95/share 3,340,052 7,044,578 Participant Notes Receivable Interest rates of 8.75% - 10.50% and maturity dates of 1 to 15 years - - 1,015,667 ------------- $ 30,124,794 ============= * Indicates an identified entity known to be a party-in-interest to the Plan.
10 11-K 4 form11_k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 Commission file number 1-8951 M.D.C. Holdings, Inc. 401(k) Savings Plan 3600 South Yosemite Suite 900 Denver, Colorado 80237 ---------------------- (Full Title and Address of the Plan) M.D.C. Holdings, Inc. - -------------------------------------------------------------------------------- (Name and Issuer of Securities Held Pursuant to the Plan) 3600 South Yosemite Street Suite 900 Denver, Colorado 80237 ---------------------- (Address of Principal Executive Office of Issuer of the Securities Held Pursuant to the Plan) REQUIRED INFORMATION 1. Audited Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999 (incorporated by reference to the M.D.C. Holdings, Inc. 401(k) Savings Plan Financial Statements and Supplemental Schedule attached hereto as Exhibit 99.1). 2. Audited Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2000 and 1999 (incorporated by reference to the M.D.C. Holdings, Inc. 401(k) Savings Plan Financial Statements and Supplemental Schedule attached hereto as Exhibit 99.1). 3. Notes to Financial Statements (incorporated by reference to the M.D.C. Holdings, Inc. 401(k) Savings Plan Financial Statements and Supplemental Schedule attached hereto as Exhibit 99.1). 4. Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at end of year as of December 31, 2000 (incorporated by reference to the M.D.C. Holdings, Inc. 401(k) Savings Plan Financial Statements and Supplemental Schedule attached hereto as Exhibit 99.1). Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the Plan has duly caused the annual report to be signed by the undersigned thereunto duly authorized. Date: June 19, 2000 M.D.C. Holdings, Inc. 401(k) Savings Plan By: /s/ Daniel S. Japha ------------------------------ Daniel S. Japha Plan Administrator EXHIBITS Exhibit Number Description - ------- ----------- 23.1 Consent of Ernst & Young LLP, Independent Auditors 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants 99.1 M.D.C. Holdings, Inc. 401(k) Savings Plan Financial Statements and Supplemental Schedule as of December 31, 2000 and 1999, and for the years then ended, including Report of Independent Auditors and Report of Independent Accountants -----END PRIVACY-ENHANCED MESSAGE-----