22.

Revised Supplemental Guarantor Information

Our senior notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by the following subsidiaries (collectively, the “Guarantor Subsidiaries”), which are 100%-owned subsidiaries of the Company.

•

M.D.C. Land Corporation

•

RAH of Florida, Inc.

•

Richmond American Construction, Inc.

•

Richmond American Homes of Arizona, Inc.

•

Richmond American Homes of Colorado, Inc.

•

Richmond American Homes of Delaware, Inc.

•

Richmond American Homes of Florida, LP

•

Richmond American Homes of Illinois, Inc.

•

Richmond American Homes of Maryland, Inc.

•

Richmond American Homes of Nevada, Inc.

•

Richmond American Homes of New Jersey, Inc.

•

Richmond American Homes of Pennsylvania, Inc.

•

Richmond American Homes of Utah, Inc.

•

Richmond American Homes of Virginia, Inc.

We added the following subsidiary as a Guarantor subsidiary as of January 3, 2013

•

Richmond American Homes of Washington, Inc.

Subsidiaries that do not guarantee our senior notes (collectively, the “Non-Guarantor Subsidiaries”) primarily include:

•

American Home Insurance

•

American Home Title

•

HomeAmerican

•

StarAmerican

•

Allegiant

•

Richmond American Homes of West Virginia, Inc.

We have determined that separate, full financial statements of the Guarantor Subsidiaries would not be material to investors and, accordingly, supplemental financial information for the Guarantor and Non-Guarantor Subsidiaries is presented below.

M.D.C. HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recently, the Company determined to revise certain presentations in the Supplemental Condensed Guarantor Financial Statements.

In the Supplemental Condensed Combining Statements of Cash Flows, the Company determined that it should have classified the non-cash impact of equity income (loss) of subsidiaries as a non-cash reconciling item. As reported, the Company classified the non-cash equity income (loss) of subsidiaries in the net cash provided by (used in) operating activities in the MDC parent column (along with a corresponding elimination of this amount in the eliminating entries column). As revised, the non-cash Equity income (loss) of subsidiaries is classified as a non-cash reconciling item in the MDC parent column and this item is no longer reported as an eliminating entry in the eliminating entries column of the Supplemental Condensed Combining Statements of Cash Flows statements. In addition, the Company also determined that an intercompany loan repayment from MDC to a non-guarantor subsidiary in 2010 that was presented as an operating activity in the MDC parent column, should have been presented as a financing activity (in the payments from (advances to) subsidiaries line item). These changes in reporting have no impact on (a) the net increase (decrease) in cash and cash equivalents column of the MDC column; (b) the previously reported consolidated net cash provided by (used in) (i) operating activities, (ii) financing activities or (iii) investing activities; or (c) the total net increase (decrease) in cash and cash equivalents line items in the consolidated MDC column.

In the Supplemental Condensed Combining Balance Sheets, the Company determined that it should not have classified intercompany receivables as negative balances within the advances and notes payable to parent and subsidiaries line in the liabilities section of the balance sheet. As revised, intercompany receivables are presented gross as assets in the asset section of the supplemental condensed combining balance sheets as advances and notes receivable from parent and subsidiaries. This change in reporting had no impact on any amounts in the previously reported consolidated MDC columns of the Supplemental Condensed Combining Balance Sheets.

None of the above changes in reporting had any impact on any amounts in the previously reported Supplemental Condensed Combining Statements of Operations.

Following is a reconciliation of the amounts previously reported to the reclassified amounts as stated in the following components of the Supplemental Condensed Combining Statements of Cash Flows for each of the years ended December 31, 2012, 2011 and 2010.


MDC Column for Year Ended December 31, 2012	As Previously Reported			Reclassify the non-cash equity income (loss) of subsidiaries			As Reclassified
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	83,797		$	(81,836	)	$	1,961
Payments from (advances to) subsidiaries	$	(168,169	)	$	81,836		$	(86,333	)
Net cash provided by (used in) financing activities	$	(248,460	)	$	81,836		$	(166,624	)
Net increase (decrease) in cash and cash equivalents	$	(187,662	)	$	0		$	(187,662	)

M.D.C. HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


MDC Column for Year Ended December 31, 2011	As Previously Reported			Reclassify the non-cash equity income (loss) of subsidiaries			As Reclassified
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(39,462	)	$	18,966		$	(20,496	)
Payments from (advances to) subsidiaries	$	(44,961	)	$	(18,966	)	$	(63,927	)
Net cash provided by (used in) financing activities	$	(621,073	)	$	(18,966	)	$	(640,039	)
Net increase (decrease) in cash and cash equivalents	$	(221,469	)	$	0		$	(221,469	)


MDC Column for Year Ended December 31, 2010	As Previously Reported			Reclassify the non-cash equity income (loss) of subsidiaries(1)			As Reclassified
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	36,971		$	28,647		$	65,618
Payments from (advances to) subsidiaries	$	(293,883	)	$	(28,647	)	$	(322,530	)
Net cash provided by (used in) financing activities	$	(98,682	)	$	(28,647	)	$	(127,329	)
Net increase (decrease) in cash and cash equivalents	$	(675,088	)	$	0		$	(675,088	)

(1)	Reclassification reflects net reclassification of (i) $14,653 of equity income of subsidiaries and (ii) $43,300 intercompany loan repayment to a non-guarantor subsidiary, from net cash provided (used in) operating activities to a financing activity (Payments from (advances to) subsidiaries).

Following is a reconciliation of the amounts previously reported to the reclassified amounts as stated in the following components of the Supplemental Condensed Combining Balance Sheets for each of the years ended December 31, 2012 and 2011.


	Homebuilding advances and notes payable to parent and subsidiaries at 12/31/2012, as previously reported			Reclassify negative balances to homebuilding intercompany receivables(2)			Homebuilding advances and notes payable to parent and subsidiaries at 12/31/2012, as reclassified
	(Dollars in thousands)
MDC	$	(798,663	)	$	812,731		$	14,068
Guarantor Subsidiaries	$	755,566		$	2,589		$	758,155
Non-Guarantor Subsidiaries	$	52,839		$	—		$	52,839
Eliminating Entries	$	(9,742	)	$	(815,320	)	$	(825,062	)
Consolidated MDC	$	—		$	—		$	—


	Financial services advances and notes payable to parent and subsidiaries at 12/31/2012, as previously reported			Reclassify negative balances to financial services intercompany receivables(2)			Financial services advances and notes payable to parent and subsidiaries at 12/31/2012, as reclassified
	(Dollars in thousands)
MDC	$	—		$	—		$	—
Guarantor Subsidiaries	$	—		$	—		$	—
Non-Guarantor Subsidiaries	$	(8,042	)	$	9,779		$	1,737
Eliminating Entries	$	8,042		$	(9,779	)	$	(1,737	)
Consolidated MDC	$	—		$	—		$	—


	Homebuilding advances and notes payable to parent and subsidiaries at 12/31/2011, as previously reported			Reclassify negative balances to homebuilding intercompany receivables(2)			Homebuilding advances and notes payable to parent and subsidiaries at 12/31/2011, as reclassified
	(Dollars in thousands)
MDC	$	(700,520	)	$	710,946		$	10,426
Guarantor Subsidiaries	$	682,088		$	696		$	682,784
Non-Guarantor Subsidiaries	$	21,998		$	4,161		$	26,159
Eliminating Entries	$	(3,566	)	$	(715,803	)	$	(719,369	)
Consolidated MDC	$	—		$	—		$	—


	Financial services advances and notes payable to parent and subsidiaries at 12/31/2011, as previously reported			Reclassify negative balances to financial services intercompany receivables(2)			Financial services advances and notes payable to parent and subsidiaries at 12/31/2011, as reclassified
	(Dollars in thousands)
MDC	$	—		$	—		$	—
Guarantor Subsidiaries	$	—		$	—		$	—
Non-Guarantor Subsidiaries	$	(1,866	)	$	5,569		$	3,703
Eliminating Entries	$	1,866		$	(5,569	)	$	(3,703	)
Consolidated MDC	$	—		$	—		$	—

(2)	The balances reclassified are equal to the new balances shown for intercompany receivables on the revised supplemental condensed combining balance sheets.

M.D.C. Holdings, Inc.

Revised Supplemental Condensed Combining Balance Sheet


	December 31, 2012
	MDC		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminating Entries			Consolidated MDC
ASSETS	(Dollars in thousands)
Homebuilding:
Cash and cash equivalents	$	125,904	$	3,308	$	323	$	-		$	129,535
Marketable securities		519,465		-		-					519,465
Restricted cash		-		1,859		-					1,859
Trade and other receivables		6,563		18,846		2,754					28,163
Inventories:
Housing completed or under construction		-		469,495		43,454					512,949
Land and land under development		-		467,915		21,657					489,572
Intercompany receivables		812,731		2,589		-		(815,320	)		-
Investment in subsidiaries		198,465		-		-		(198,465	)		-
Other assets, net		40,565		28,524		8,813		-			77,902

Total homebuilding assets		1,703,693		992,536		77,001		(1,013,785	)		1,759,445

Financial Services:
Cash and cash equivalents		-		-		30,560		-			30,560
Marketable securities		-		-		32,473		-			32,473
Intercompany receivables		-		-		9,779		(9,779	)		-
Mortgage loans held-for-sale, net		-		-		119,953		-			119,953
Prepaid expenses and other assets		-		-		4,710		(1,700	)		3,010

Total financial services assets		-		-		197,475		(11,479	)		185,996

Total Assets	$	1,703,693	$	992,536	$	274,476	$	(1,025,264	)	$	1,945,441

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	-	$	67,257	$	5,798	$	-		$	73,055
Accrued liabilities		63,886		46,761		7,809		-			118,456
Advances and notes payable to parent and subsidiaries		14,068		758,155		52,839		(825,062	)		-
Senior notes, net		744,842		-		-		-			744,842

Total homebuilding liabilities		822,796		872,173		66,446		(825,062	)		936,353

Financial Services:
Accounts payable and other liabilities		-		-		51,864		-			51,864
Advances and notes payable to parent and subsidiaries		-		-		1,737		(1,737	)		-
Mortgage repurchase facility		-		-		76,327		-			76,327

Total financial services liabilities		-		-		129,928		(1,737	)		128,191

Total Liabilities		822,796		872,173		196,374		(826,799	)		1,064,544

Equity:
Total Stockholder’s Equity		880,897		120,363		78,102		(198,465	)		880,897

Total Liabilities and Stockholders’ Equity	$	1,703,693	$	992,536	$	274,476	$	(1,025,264	)	$	1,945,441

M.D.C. Holdings, Inc.

Revised Supplemental Condensed Combining Balance Sheet


	December 31, 2011
	MDC		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminating Entries			Consolidated MDC
ASSETS	(Dollars in thousands)
Homebuilding:
Cash and cash equivalents	$	313,566	$	2,771	$	81	$	-		$	316,418
Marketable securities		485,434		-		-		-			485,434
Restricted cash		-		667		-		-			667
Trade and other receivables		8,368		12,740		485		-			21,593
Inventories:
Housing completed or under construction		-		280,932		19,782		-			300,714
Land and land under development		-		489,305		16,033		-			505,338
Intercompany receivables		710,946		696		4,161		(715,803	)		-
Investment in subsidiaries		126,768		-		-		(126,768	)		-
Other assets, net		45,287		33,074		8,435		(96	)		86,700

Total homebuilding assets		1,690,369		820,185		48,977		(842,667	)		1,716,864

Financial Services:
Cash and cash equivalents		-		-		26,943		-			26,943
Marketable securities		-		-		34,509		-			34,509
Intercompany receivables		-		-		5,569		(5,569	)		-
Mortgage loans held-for-sale, net		-		-		78,335		-			78,335
Prepaid expenses and other assets		-		-		3,774		(1,700	)		2,074

Total financial services assets		-		-		149,130		(7,269	)		141,861

Total Assets	$	1,690,369	$	820,185	$	198,107	$	(849,936	)	$	1,858,725

LIABILITIES AND EQUITY
Homebuilding:
Accounts payable	$	-	$	23,409	$	2,236	$	-		$	25,645
Accrued liabilities		67,199		50,271		1,814		(96	)		119,188
Advances and notes payable to parent and subsidiaries		10,426		682,784		26,159		(719,369	)		-
Senior notes, net		744,108		-		-		-			744,108

Total homebuilding liabilities		821,733		756,464		30,209		(719,465	)		888,941

Financial Services:
Accounts payable and other liabilities		-		-		52,446		-			52,446
Advances and notes payable to parent and subsidiaries		-		-		3,703		(3,703	)		-
Mortgage repurchase facility		-		-		48,702		-			48,702

Total financial services liabilities		-		-		104,851		(3,703	)		101,148

Total Liabilities		821,733		756,464		135,060		(723,168	)		990,089

Equity:
Total Stockholder’s Equity		868,636		63,721		63,047		(126,768	)		868,636

Total Liabilities and Stockholders’ Equity	$	1,690,369	$	820,185	$	198,107	$	(849,936	)	$	1,858,725

M.D.C. Holdings, Inc.

Supplemental Condensed Combining Statements of Operations


	Year Ended December 31, 2012
	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
Homebuilding:	(Dollars in thousands)
Revenues	$	-		$	1,087,957		$	74,719		$	(6,534	)	$	1,156,142
Cost of Sales		-			(922,774	)		(61,703	)		6,534			(977,943	)
Inventory impairments		-			(1,105	)		-			-			(1,105	)

Gross margin		-			164,078			13,016			-			177,094

Selling, general, and administrative expenses		(52,880	)		(108,873	)		(5,542	)		-			(167,295	)
Equity income (loss) of subsidiaries		81,836			-			-			(81,836	)		-
Interest income		23,381			16			1			-			23,398
Interest expense		(778	)		(30	)		-			-			(808	)
Other income (expense)		528			15			(315	)		-			228

Homebuilding pretax income (loss)		52,087			55,206			7,160			(81,836	)		32,617

Financial Services:
Financial services pretax income		-			-			28,498			-			28,498

Income (loss) before income taxes		52,087			55,206			35,658			(81,836	)		61,115
(Provision) benefit for income taxes		10,612			1,435			(10,463	)		-			1,584

Net income (loss)	$	62,699		$	56,641		$	25,195		$	(81,836	)	$	62,699

M.D.C. Holdings, Inc.

Supplemental Condensed Combining Statements of Operations


	Year Ended December 31, 2011
	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
Homebuilding:	(Dollars in thousands)
Revenues	$	-		$	787,874		$	38,782		$	(9,633	)	$	817,023
Cost of Sales		-			(674,335	)		(32,755	)		9,633			(697,457	)
Inventory impairments		-			(12,965	)		-			-			(12,965	)

Gross margin		-			100,574			6,027			-			106,601

Selling, general, and administrative expenses		(57,811	)		(116,494	)		(4,800	)		-			(179,105	)
Equity income (loss) of subsidiaries		(18,966	)		-			-			18,966			-
Interest income		26,039			29			-			-			26,068
Interest expense		(20,687	)		(155	)		-			-			(20,842	)
Other income (expense)		(35,479	)		(7,934	)		63			-			(43,350	)

Homebuilding pretax income (loss)		(106,904	)		(23,980	)		1,290			18,966			(110,628	)

Financial Services:
Financial services pretax income		-			-			3,156			-			3,156

Income (loss) before income taxes		(106,904	)		(23,980	)		4,446			18,966			(107,472	)
(Provision) benefit for income taxes		8,514			2,027			(1,459	)		-			9,082

Net income (loss)	$	(98,390	)	$	(21,953	)	$	2,987		$	18,966		$	(98,390	)

M.D.C. Holdings, Inc.

Supplemental Condensed Combining Statements of Operations


	Year Ended December 31, 2010
	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries			Consolidated MDC
Homebuilding:	(Dollars in thousands)
Revenues	$	-		$	942,693		$	-		$	(15,788	)	$	926,905
Cost of Sales		-			(765,749	)		(490	)		15,788			(750,451	)
Inventory impairments		-			(21,195	)		-			-			(21,195	)

Gross margin		-			155,749			(490	)		-			155,259

Selling, general, and administrative expenses		(74,626	)		(141,349	)		(3,710	)					(219,685	)
Equity income (loss) of subsidiaries		14,653			-			-			(14,653	)		-
Interest income		23,830			130			-			-			23,960
Interest expense		(38,157	)		-			-			-			(38,157	)
Other income (expense)		111			(2,434	)		50			-			(2,273	)

Homebuilding pretax income (loss)		(74,189	)		12,096			(4,150	)		(14,653	)		(80,896	)

Financial Services:
Financial services pretax income		-			-			10,295			-			10,295

Income (loss) before income taxes		(74,189	)		12,096			6,145			(14,653	)		(70,601	)
(Provision) benefit for income taxes		9,419			992			(4,580	)		-			5,831

Net income (loss)	$	(64,770	)	$	13,088		$	1,565		$	(14,653	)	$	(64,770	)

M.D.C. Holdings, Inc.

Revised Supplemental Condensed Combining Statements of Cash Flows


	Year Ended December 31, 2012
	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries		Consolidated MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	1,961		$	(71,674	)	$	(39,106	)	$	-	$	(108,819	)

Net cash provided by (used in) investing activities		(22,999	)		(823	)		2,041			-		(21,781	)

Financing activities:
Payments from (advances to) subsidiaries		(86,333	)		73,034			13,299			-		-
Mortgage repurchase facility		-			-			27,625			-		27,625
Dividend payments		(96,915	)		-			-			-		(96,915	)
Proceeds from the exercise of stock options		16,624			-			-			-		16,624

Net cash provided by (used in) financing activities		(166,624	)		73,034			40,924			-		(52,666	)

Net increase (decrease) in cash and cash equivalents		(187,662	)		537			3,859			-		(183,266	)
Cash and cash equivalents:
Beginning of period		313,566			2,771			27,024			-		343,361

End of period	$	125,904		$	3,308		$	30,883		$	-	$	160,095

M.D.C. Holdings, Inc.

Revised Supplemental Condensed Combining Statements of Cash Flows


	Year Ended December 31, 2011
	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries		Consolidated MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(20,496	)	$	(26,663	)	$	(33,125	)	$	-	$	(80,284	)

Net cash provided by (used in) investing activities		439,066			(71	)		(34,731	)		-		404,264

Financing activities:
Payments from (advances to) subsidiaries		(63,927	)		25,218			38,709			-		-
Extinguishment of senior notes		(537,724	)		-			-					(537,724	)
Mortgage repurchase facility		-			-			23,268			-		23,268
Dividend payments		(47,432	)		-			-			-		(47,432	)
Proceeds from the exercise of stock options		9,044			-			-			-		9,044

Net cash provided by (used in) financing activities		(640,039	)		25,218			61,977			-		(552,844	)

Net increase (decrease) in cash and cash equivalents		(221,469	)		(1,516	)		(5,879	)		-		(228,864	)
Cash and cash equivalents:
Beginning of period		535,035			4,287			32,903			-		572,225

End of period	$	313,566		$	2,771		$	27,024		$	-	$	343,361

M.D.C. Holdings, Inc.

Revised Supplemental Condensed Combining Statements of Cash Flows


	Year Ended December 31, 2010
	MDC			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminating Entries		Consolidated MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	65,618		$	(275,822	)	$	1,123		$	-	$	(209,081	)

Net cash provided by (used in) investing activities		(613,377	)		(1,046	)		(30,043	)		-		(644,466	)

Financing activities:
Payments from (advances to) subsidiaries		(322,530	)		277,897			44,633			-		-
Proceeds from issuance of senior notes		242,288			-			-					242,288
Mortgage repurchase facility		-			-			(3,681	)		-		(3,681	)
Dividend payments		(47,140	)		-			-			-		(47,140	)
Proceeds from the exercise of stock options		53			-			-			-		53

Net cash provided by (used in) financing activities		(127,329	)		277,897			40,952			-		191,520

Net increase (decrease) in cash and cash equivalents		(675,088	)		1,029			12,032			-		(662,027	)
Cash and cash equivalents:
Beginning of period		1,210,123			3,258			20,871			-		1,234,252

End of period	$	535,035		$	4,287		$	32,903		$	-	$	572,225