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 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 Oregon, Inc.

●

Richmond American Homes of Pennsylvania, Inc.

●

Richmond American Homes of Utah, Inc.

●

Richmond American Homes of Virginia, Inc.

●

Richmond American Homes of Washington, Inc.

The senior note indentures do

not

provide for a suspension of the guarantees, but do provide that any Guarantor

may

be released from its guarantee so long as (

)

default or event of default exists or would result from release of such guarantee, (

) the Guarantor being released has consolidated net worth of less than

of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (

) the Guarantors released from their guarantees in any year-end period comprise in the aggregate less than

10%

(or

15%

if and to the extent necessary to permit the cure of a default) of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (

) such release would

not

have a material adverse effect on the homebuilding business of the Company and its subsidiaries and (

) the Guarantor is released from its guarantee(s) under all Specified Indebtedness (other than by reason of payment under its guarantee of Specified Indebtedness). Upon delivery of an officers’ certificate and an opinion of counsel stating that all conditions precedent provided for in the indenture relating to such transactions have been complied with and the release is authorized, the guarantee will be automatically and unconditionally released. “Specified Indebtedness” means indebtedness under the senior notes, the Company’s Indenture dated as of

December 3, 2002,

the Revolving Credit Facility, and any refinancing, extension, renewal or replacement of any of the foregoing.

We have determined that separate, full financial statements of the Guarantor Subsidiaries would

not

be material to investors and, accordingly, supplemental financial information for the Guarantor and Non-Guarantor Subsidiaries is presented below.

Supplemental

Condensed Combining Balance Sheet

	March 31, 2019
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	411,750	$	4,624	$	-	$	-		$	416,374
Restricted cash		-		8,136		-		-			8,136
Trade and other receivables		589		67,371		-		-			67,960
Inventories:
Housing completed or under construction		-		950,274		-		-			950,274
Land and land under development		-		1,198,824		-		-			1,198,824
Total inventories		-		2,149,098		-		-			2,149,098

Intercompany receivables		1,939,500		6,509		-		(1,946,009	)		-
Investment in subsidiaries		272,420		-		-		(272,420	)		-
Property and equipment, net		23,608		36,157		-		-			59,765
Operating lease right-of-use asset		32,604		-		-		-			32,604
Deferred tax asset, net		34,513		-		-		(9	)		34,504
Prepaid and other assets		11,050		31,495		-		-			42,545
Total homebuilding assets		2,726,034		2,303,390		-		(2,218,438	)		2,810,986

Financial Services:
Cash and cash equivalents		-		-		51,556		-			51,556
Marketable securities		-		-		45,767		-			45,767
Intercompany receivables		-		-		21,713		(21,713	)		-
Mortgage loans held-for-sale, net		-		-		110,810		-			110,810
Other assets		-		-		15,791		9			15,800
Total financial services assets		-		-		245,637		(21,704	)		223,933
Total Assets	$	2,726,034	$	2,303,390	$	245,637	$	(2,240,142	)	$	3,034,919

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	39	$	58,531	$	-	$	-		$	58,570
Accrued liabilities		50,285		132,666		-		2,180			185,131
Operating lease liabilities		33,460		-		-		-			33,460
Advances and notes payable to parent and subsidiaries		28,222		1,930,727		296		(1,959,245	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		988,322		-		-		-			988,322
Total homebuilding liabilities		1,115,328		2,121,924		296		(1,957,065	)		1,280,483

Financial Services:
Accounts payable and other liabilities		-		-		61,054		(2,180	)		58,874
Advances and notes payable to parent and subsidiaries		-		-		8,477		(8,477	)		-
Mortgage repurchase facility		-		-		84,856		-			84,856
Total financial services liabilities		-		-		154,387		(10,657	)		143,730
Total Liabilities		1,115,328		2,121,924		154,683		(1,967,722	)		1,424,213

Equity:
Total Stockholders' Equity		1,610,706		181,466		90,954		(272,420	)		1,610,706
Total Liabilities and Stockholders' Equity	$	2,726,034	$	2,303,390	$	245,637	$	(2,240,142	)	$	3,034,919

Supplemental Condensed Combining Balance Sheet

	December 31, 2018
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	410,127	$	4,597	$	-	$	-		$	414,724
Restricted cash		-		6,363		-		-			6,363
Trade and other receivables		758		52,224		-		-			52,982
Inventories:
Housing completed or under construction		-		952,436		-		-			952,436
Land and land under development		-		1,180,558		-		-			1,180,558
Total inventories		-		2,132,994		-		-			2,132,994

Intercompany receivables		1,735,342		7,369		-		(1,742,711	)		-
Investment in subsidiaries		455,848		-		-		(455,848	)		-
Property and equipment, net		23,896		34,271		-		-			58,167
Deferred tax assets, net		36,168		-		-		1,010			37,178
Metropolitan district bond securities (related party)		-		-		-		-			-
Other assets		12,234		33,560		-		-			45,794
Total Homebuilding Assets		2,674,373		2,271,378		-		(2,197,549	)		2,748,202

Financial Services:
Cash and cash equivalents		-		-		49,052		-			49,052
Marketable securities		-		-		40,879		-			40,879
Intercompany receivables		-		-		22,346		(22,346	)		-
Mortgage loans held-for-sale, net		-		-		149,211		-			149,211
Other assets		-		-		14,743		(1,010	)		13,733
Total Financial Services Assets		-		-		276,231		(23,356	)		252,875
Total Assets	$	2,674,373	$	2,271,378	$	276,231	$	(2,220,905	)	$	3,001,077

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	50,505	$	-	$	-		$	50,505
Accrued liabilities		65,691		125,387		-		5,169			196,247
Advances and notes payable to parent and subsidiaries		29,715		1,727,248		295		(1,757,258	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		987,967		-		-		-			987,967
Total Homebuilding Liabilities		1,098,373		1,903,140		295		(1,752,089	)		1,249,719

Financial Services:
Accounts payable and accrued liabilities		-		-		63,712		(5,169	)		58,543
Advances and notes payable to parent and subsidiaries		-		-		7,799		(7,799	)		-
Mortgage repurchase facility		-		-		116,815		-			116,815
Total Financial Services Liabilities		-		-		188,326		(12,968	)		175,358
Total Liabilities		1,098,373		1,903,140		188,621		(1,765,057	)		1,425,077

Equity:
Total Stockholders' Equity		1,576,000		368,238		87,610		(455,848	)		1,576,000
Total Liabilities and Stockholders' Equity	$	2,674,373	$	2,271,378	$	276,231	$	(2,220,905	)	$	3,001,077

Supplementa

l Condensed Combining Statement of Operations

	Three Months Ended March 31, 2019
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	647,278		$	-		$	-		$	647,278
Cost of sales		-			(524,552	)		-			-			(524,552	)
Inventory impairments		-			(610	)		-			-			(610	)
Gross margin		-			122,116			-			-			122,116
Selling, general, and administrative expenses		(17,438	)		(64,701	)		-			(122	)		(82,261	)
Equity income of subsidiaries		52,165			-			-			(52,165	)		-
Interest and other income		2,409			155			-			(173	)		2,391
Other expense		7			(1,198	)		-			-			(1,191	)
Homebuilding pretax income (loss)		37,143			56,372			-			(52,460	)		41,055
Financial Services:
Financial services pretax income		-			-			14,256			295			14,551
Income before income taxes		37,143			56,372			14,256			(52,165	)		55,606
(Provision) benefit for income taxes		3,407			(15,264	)		(3,199	)		-			(15,056	)
Net income	$	40,550		$	41,108		$	11,057		$	(52,165	)	$	40,550
Other comprehensive income related to available-for-sale securities, net of tax		-			-			-			-			-
Comprehensive income	$	40,550		$	41,108		$	11,057		$	(52,165	)	$	40,550

	Three Months Ended March 31, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	607,688		$	-		$	-		$	607,688
Cost of sales		-			(496,632	)		-			-			(496,632	)
Inventory impairments		-			(550	)		-			-			(550	)
Gross margin		-			110,506			-			-			110,506
Selling, general, and administrative expenses		(12,808	)		(58,329	)		-			(204	)		(71,341	)
Equity income of subsidiaries		47,169			-			-			(47,169	)		-
Interest and other income		1,773			318			2			(234	)		1,859
Other expense		7			(570	)		-			-			(563	)
Homebuilding pretax income (loss)		36,141			51,925			2			(47,607	)		40,461
Financial Services:
Financial services pretax income		-			-			9,633			438			10,071
Income before income taxes		36,141			51,925			9,635			(47,169	)		50,532
(Provision) benefit for income taxes		2,623			(12,092	)		(2,299	)		-			(11,768	)
Net income	$	38,764		$	39,833		$	7,336		$	(47,169	)	$	38,764
Other comprehensive income related to available-for-sale securities, net of tax		-			-			-			-			-
Comprehensive income	$	38,764		$	39,833		$	7,336		$	(47,169	)	$	38,764

Supplementa

l Condensed Combining Statement of Cash Flows

	Three Months Ended March 31, 2019
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(18,145	)	$	31,508		$	40,985		$	-		$	54,348
Net cash provided by (used in) investing activities		29,796			(6,094	)		(93	)		(30,043	)		(6,434	)
Financing activities:
Payments from (advances to) subsidiaries		-			(23,614	)		(6,429	)		30,043			-
Mortgage repurchase facility		-			-			(31,959	)		-			(31,959	)
Dividend payments		(17,115	)		-			-			-			(17,115	)
Proceeds from exercise of stock options		7,087			-			-			-			7,087
Net cash provided by (used in) financing activities		(10,028	)		(23,614	)		(38,388	)		30,043			(41,987	)

Net increase (decrease) in cash and cash equivalents		1,623			1,800			2,504			-			5,927
Cash and cash equivalents:
Beginning of period		410,127			10,960			49,052			-			470,139
End of period	$	411,750		$	12,760		$	51,556		$	-		$	476,066

	Three Months Ended March 31, 2018
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	(8,950	)	$	(79,547	)	$	27,011		$	-		$	(61,486	)
Net cash provided by (used in) investing activities		(94,576	)		(6,250	)		(60	)		94,509			(6,377	)
Financing activities:
Payments from (advances to) subsidiaries		-			83,203			11,306			(94,509	)		-
Mortgage repurchase facility		-			-			(22,214	)		-			(22,214	)
Dividend payments		(16,865	)		-			-			-			(16,865	)
Proceeds from the exercise of stock options		282			-			-			-			282
Net cash provided by (used in) financing activities		(16,583	)		83,203			(10,908	)		(94,509	)		(38,797	)

Net increase (decrease) in cash and cash equivalents		(120,109	)		(2,594	)		16,043			-			(106,660	)
Cash and cash equivalents:
Beginning of period		468,718			13,051			32,471			-			514,240
End of period	$	348,609		$	10,457		$	48,514		$	-		$	407,580