Close

Form 8-K M.D.C. HOLDINGS, INC. For: Jul 28

July 28, 2022 6:14 AM EDT
0000773141false00007731412022-07-282022-07-280000773141us-gaap:CommonStockMember2022-07-282022-07-280000773141mdc:SeniorNotesSixPercentDueJanuary2043Member2022-07-282022-07-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
_________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 28, 2022

M.D.C. Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-895184-0622967
(State or other
jurisdiction of
incorporation)
(Commission file number)(I.R.S. employer
identification no.)

4350 South Monaco Street, Suite 500, Denver, Colorado 80237
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (303) 773-1100

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueMDCNew York Stock Exchange
6% Senior Notes due January 2043MDC 43New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1


ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 28, 2022, M.D.C. Holdings, Inc. issued a press release reporting its results of operations for the second quarter of 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information in Item 2.02 of this Current Report, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits

Exhibit NumberDescription
99.1
104Cover Page Interactive Data file (formatted in Inline XBRL)

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.
_________________________________
M.D.C. HOLDINGS, INC.
Dated: July 28, 2022By:/s/ Joseph H. Fretz
Joseph H. Fretz
Vice President, Secretary and Corporate Counsel

2
Exhibit 99.1
News Release

M.D.C. HOLDINGS ANNOUNCES SECOND QUARTER 2022 RESULTS

Home sale revenues growth and a 370 basis point expansion of our gross margin from home sales to 26.8% resulted in a 23% increase in net income for the quarter.

DENVER, COLORADO, Thursday, July 28, 2022. M.D.C Holdings, Inc. (NYSE: MDC), one of the nation’s leading homebuilders, announced results for the quarter ended June 30, 2022.

“MDC delivered another quarter of strong profitability in the second quarter of 2022, generating earnings of $2.59 per diluted share, which represented a 23% increase over the second quarter of 2021,” said MDC’s Executive Chairman, Larry A. Mizel. “Our teams did an excellent job of executing during the quarter as we met or exceeded our stated guidance for deliveries, average sales price and home sales gross margin during what has become a more challenging operating environment. We also ended the quarter with a sold backlog value of over $4.44 billion, which was 8% higher on a year-over-year basis.”

Mr. Mizel continued, “We experienced a year-over-year decline in net orders during the quarter, driven by a slowdown in demand, an uptick in cancellations and difficult order comparisons from the prior year period. The sharp increase in interest rates combined with a more uncertain economic outlook has taken a toll on consumer confidence, which is reflected in our net orders in the quarter. We believe these headwinds may persist for at least the remainder of the year and we are actively adjusting our operations to reflect this new reality.”

Mr. Mizel concluded, “Fortunately, MDC is led by one of the most seasoned management teams in the industry, which gives us great perspective on housing market cycles and how to navigate them. We enter this period of uncertainty from a position of strength, with a debt-to-capital ratio of 34%, total available liquidity of $1.74 billion and no senior note maturities due until 2030. In addition, the gross margin of homes in backlog at the end of the quarter remained healthy, giving us a solid runway for continued strong operating profitability as we head into the back half of the year.”

“After several consecutive quarters of increasing prices and strong demand, we experienced a noticeable decline in sales activity in the second quarter of 2022,” said David Mandarich, MDC's President and Chief Executive Officer. “We believe this was a natural reaction to the rapid rise in mortgage rates and reduced consumer confidence that took place during the quarter, and one that will likely require some realignment by industry participants. While it’s unclear how long it will take for the homebuilding market to regain its footing, we remain confident that our affordable product focus in strong markets has us well positioned for the future. In addition, our build-to-order strategy and limited amount of speculative inventory allow us to operate from a position of strength. As a result, we continue to see a bright long-term future ahead for MDC.”
1




2022 Second Quarter Highlights and Comparisons to 2021 Second Quarter

Home sale revenues increased 6% to $1.45 billion from $1.37 billion
Average selling price of deliveries up 14% to $572,000
Unit deliveries down 7% to 2,536
Homebuilding pretax income increased 28% to $240.3 million from $187.5 million
Gross margin from home sales increased 370 basis points to 26.8% from 23.1%
Project abandonment expense of $15.5 million in Q2 2022 vs. $1.1 million in Q2 2021
Selling, general and administrative expenses as a percentage of home sale revenues ("SG&A rate") improved by 20 basis points to 9.2%
Net income of $189.5 million, or $2.59 per diluted share, up 23% from $154.4 million or $2.11 per diluted share
Effective tax rate of 26.8% vs. 24.9%
Dollar value of net new orders decreased 40% to $882.1 million from $1.46 billion
Unit gross orders decreased 29% to 2,237
Cancellations as a percentage of beginning backlog increased 400 basis points to 9.7% from 5.7%
Average selling price of net orders up 16%
Dollar value of ending backlog up 8% to $4.44 billion from $4.11 billion
Average selling price of homes in backlog up 12%
Unit backlog decreased 3% to 7,426


2022 Outlook and Other Selected Information1

Projected home deliveries for the 2022 third quarter between 2,200 and 2,500
Projected average selling price for 2022 third quarter unit deliveries between $580,000 and $590,000
Projected gross margin from home sales for the 2022 third quarter between 24.5% and 25.5% (excluding impairments and warranty adjustments)
Active subdivision count at June 30, 2022 of 207, up 11% year-over-year
Lots controlled of 33,130 at June 30, 2022, down 4% year-over-year
Quarterly cash dividend of fifty cents ($0.50) per share declared on July 25, 2022, up 25% year-over-year
Consistent dividend program for over 25 years
Quarterly dividend has more than doubled in the past five years

1 See "Forward-Looking Statements" below.

2



About MDC
M.D.C. Holdings, Inc. was founded in 1972. MDC's homebuilding subsidiaries, which operate under the name Richmond American Homes, have built and financed the American Dream for more than 230,000 homebuyers since 1977. MDC's commitment to customer satisfaction, quality and value is reflected in each home its subsidiaries build. MDC is one of the largest homebuilders in the United States. Its subsidiaries have homebuilding operations across the country, including the metropolitan areas of Denver, Colorado Springs, Salt Lake City, Las Vegas, Phoenix, Tucson, Riverside-San Bernardino, Los Angeles, San Diego, Orange County, San Francisco Bay Area, Sacramento, Washington D.C., Baltimore, Orlando, Jacksonville, Seattle, Portland, Boise, Nashville, Austin and Albuquerque. The Company's subsidiaries also provide mortgage financing, insurance and title services, primarily for Richmond American homebuyers, through HomeAmerican Mortgage Corporation, American Home Insurance Agency, Inc. and American Home Title and Escrow Company, respectively. M.D.C. Holdings, Inc. is traded on the New York Stock Exchange under the symbol "MDC." For more information, visit www.mdcholdings.com.

Forward-Looking Statements

Certain statements in this release, including any statements regarding our business, financial condition, results of operation, cash flows, strategies and prospects, 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 MDC 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 conditions, including the impact of the COVID-19 pandemic, changes in consumer confidence, inflation or deflation and employment levels; (2) changes in business conditions experienced by MDC, including restrictions on business activities resulting from the COVID-19 pandemic, cancellation rates, net home orders, home gross margins, land and home values and subdivision counts; (3) changes in interest rates, mortgage lending programs and the availability of credit; (4) changes in the market value of MDC’s investments in marketable securities; (5) uncertainty in the mortgage lending industry, including repurchase requirements associated with HomeAmerican Mortgage Corporation’s sale of mortgage loans (6) the relative stability of debt and equity markets; (7) competition; (8) the availability and cost of land and other raw materials used by MDC in its homebuilding operations; (9) the availability and cost of performance bonds and insurance covering risks associated with our business; (10) shortages and the cost of labor; (11) weather related slowdowns and natural disasters; (12) slow growth initiatives; (13) building moratoria; (14) governmental regulation, including orders addressing the COVID-19 pandemic, the interpretation of tax, labor and environmental laws; (15) terrorist acts and other acts of war; (16) changes in energy prices; and (17) other factors over which MDC has little or no control. Additional information about the risks and uncertainties applicable to MDC's business is contained in MDC's Form 10-Q for the quarter ended June 30, 2022, which is scheduled to be filed with the Securities and Exchange Commission today. All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this press release will increase with the passage of time. MDC undertakes no duty to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent filings, releases or webcasts should be consulted.

Contact:    Robert N. Martin
    Senior Vice President and Chief Financial Officer
    1-866-424-3395
IR@mdch.com
3



M.D.C. HOLDINGS, INC.
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)

Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
(Dollars in thousands, except per share amounts)
Homebuilding:
Home sale revenues$1,450,823 $1,367,773 $2,691,343 $2,409,631 
Home cost of sales(1,062,016)(1,051,181)(1,983,394)(1,865,069)
Inventory impairments— — (660)— 
Total cost of sales(1,062,016)(1,051,181)(1,984,054)(1,865,069)
Gross profit388,807 316,592 707,289 544,562 
Selling, general and administrative expenses(133,849)(128,861)(263,163)(243,854)
Interest and other income822 868 1,577 1,835 
Other expense(15,509)(1,090)(16,933)(1,527)
Homebuilding pretax income240,271 187,509 428,770 301,016 
Financial Services:
Revenues36,229 33,318 65,360 78,341 
Expenses(18,801)(16,440)(35,736)(31,545)
Other income, net1,264 1,155 2,451 2,042 
Financial services pretax income18,692 18,033 32,075 48,838 
Income before income taxes258,963 205,542 460,845 349,854 
Provision for income taxes(69,421)(51,190)(122,882)(84,812)
Net income$189,542 $154,352 $337,963 $265,042 
Comprehensive income$189,542 $154,352 $337,963 $265,042 
Earnings per share:
Basic$2.66 $2.19 $4.75 $3.76 
Diluted$2.59 $2.11 $4.61 $3.62 
Weighted average common shares outstanding:
Basic70,841,476 70,291,057 70,804,019 70,044,326 
Diluted72,881,012 72,715,273 72,945,748 72,754,141 
Dividends declared per share$0.50 $0.40 $1.00 $0.77 

4



M.D.C. HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited)
June 30,
2022
December 31,
2021
(Dollars in thousands, except
per share amounts)
ASSETS
Homebuilding:
Cash and cash equivalents$475,254 $485,839 
Restricted cash5,994 12,799 
Trade and other receivables121,202 98,580 
Inventories:
Housing completed or under construction2,385,563 1,917,616 
Land and land under development1,717,022 1,843,235 
Total inventories4,102,585 3,760,851 
Property and equipment, net61,574 60,561 
Deferred tax asset, net16,735 17,942 
Prepaids and other assets95,956 106,562 
Total homebuilding assets4,879,300 4,543,134 
Financial Services:
Cash and cash equivalents114,989 104,821 
Mortgage loans held-for-sale, net190,070 282,529 
Other assets48,468 33,044 
Total financial services assets353,527 420,394 
Total Assets$5,232,827 $4,963,528 
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable$186,252 $149,488 
Accrued and other liabilities397,349 370,910 
Revolving credit facility10,000 10,000 
Senior notes, net1,482,174 1,481,781 
Total homebuilding liabilities2,075,775 2,012,179 
Financial Services:
Accounts payable and accrued liabilities107,170 97,903 
Mortgage repurchase facility175,565 256,300 
Total financial services liabilities282,735 354,203 
Total Liabilities2,358,510 2,366,382 
Stockholders' Equity
Preferred stock, $0.01 par value; 25,000,000 shares authorized; none issued or outstanding— — 
Common stock, $0.01 par value; 250,000,000 shares authorized; 71,157,875 and 70,668,093 issued and outstanding at June 30, 2022 and December 31, 2021, respectively
712 707 
Additional paid-in-capital1,719,642 1,709,276 
Retained earnings1,153,963 887,163 
Total Stockholders' Equity2,874,317 2,597,146 
Total Liabilities and Stockholders' Equity$5,232,827 $4,963,528 

5



M.D.C. HOLDINGS, INC.
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
(Dollars in thousands)
Operating Activities:
Net income$189,542 $154,352 $337,963 $265,042 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense9,911 8,941 24,793 18,867 
Depreciation and amortization7,251 9,175 13,903 16,178 
Inventory impairments— — 660 — 
Deferred income tax expense (benefit)365 (1,991)1,207 (3,339)
Net changes in assets and liabilities:
Trade and other receivables(5,655)(16,823)(22,332)(57,105)
Mortgage loans held-for-sale, net(2,156)44,703 92,459 46,470 
Housing completed or under construction(191,114)(167,043)(468,301)(385,698)
Land and land under development17,545 1,401 126,300 36,379 
Prepaids and other assets14,704 28,289 (5,775)4,695 
Accounts payable and accrued other liabilities12,612 9,037 70,183 70,595 
Net cash provided by operating activities53,005 70,041 171,060 12,084 
Investing Activities:
Purchases of property and equipment(6,814)(7,698)(13,698)(13,447)
Net cash (used in) investing activities(6,814)(7,698)(13,698)(13,447)
Financing Activities:
Proceeds from (payments on) mortgage repurchase facility, net(2,666)(52,801)(80,735)(37,709)
Proceeds from issuance of senior notes— — — 347,725 
Dividend payments(35,580)(28,248)(71,163)(54,913)
Payments of deferred financing costs— — — (819)
Issuance of shares under stock-based compensation programs, net(58)(16,543)(12,686)(15,534)
Net cash provided by (used in) financing activities(38,304)(97,592)(164,584)238,750 
Net increase (decrease) in cash, cash equivalents and restricted cash7,887 (35,249)(7,222)237,387 
Cash, cash equivalents and restricted cash:
Beginning of period588,350 776,608 603,459 503,972 
End of period$596,237 $741,359 $596,237 $741,359 
Reconciliation of cash, cash equivalents and restricted cash:
Homebuilding:
Cash and cash equivalents$475,254 $638,547 $475,254 $638,547 
Restricted cash5,994 14,158 5,994 14,158 
Financial Services:
Cash and cash equivalents114,989 88,654 114,989 88,654 
Total cash, cash equivalents and restricted cash$596,237 $741,359 $596,237 $741,359 
6




New Home Deliveries
Three Months Ended June 30,
20222021% Change
HomesHome Sale
Revenues
Average
Price
HomesHome Sale
Revenues
Average
Price
HomesHome
Sale
Revenues
Average Price
(Dollars in thousands)
West1,371 $788,279 $575.0 1,672 $847,683 $507.0 (18)%(7)%13 %
Mountain665 437,001 657.1 711 400,633 563.5 (6)%%17 %
East500 225,543 451.1 339 119,457 352.4 47 %89 %28 %
Total2,536 $1,450,823 $572.1 2,722 $1,367,773 $502.5 (7)%%14 %

Six Months Ended June 30,
20222021% Change
HomesHome Sale
Revenues
Average
Price
HomesHome Sale
Revenues
Average
Price
HomesHome
Sale
Revenues
Average Price
(Dollars in thousands)
West2,614 $1,495,590 $572.1 2,948 $1,464,294 $496.7 (11)%%15 %
Mountain1,213 772,129 636.5 1,323 725,350 548.3 (8)%%16 %
East942 423,624 449.7 629 219,987 349.7 50 %93 %29 %
Total4,769 $2,691,343 $564.3 4,900 $2,409,631 $491.8 (3)%12 %15 %

Net New Orders

Three Months Ended June 30,
20222021% Change
HomesDollar
Value
Average
Price
Monthly
Absorption
Rate *
HomesDollar ValueAverage PriceMonthly
Absorption Rate *
HomesDollar ValueAverage PriceMonthly
Absorption
Rate
(Dollars in thousands)
West857 $543,584 $634.3 2.451,602 $850,742 $531.0 5.67(47)%(36)%19 %(57)%
Mountain277 196,340 708.8 1.79706 433,793 614.4 4.18(61)%(55)%15 %(57)%
East270 142,221 526.7 2.63406 180,205 443.9 3.56(33)%(21)%19 %(26)%
Total1,404 $882,145 $628.3 2.312,714 $1,464,740 $539.7 4.80(48)%(40)%16 %(52)%

Six Months Ended June 30,
20222021% Change
HomesDollar
Value
Average
Price
Monthly
Absorption
Rate *
HomesDollar ValueAverage PriceMonthly
Absorption Rate *
HomesDollar ValueAverage PriceMonthly
Absorption
Rate
(Dollars in thousands)
West2,561 $1,574,372 $614.7 3.913,377 $1,791,809 $530.6 5.73(24)%(12)%16 %(32)%
Mountain1,197 799,482 667.93.761,717 1,017,585 592.75.03(30)%(21)%13 %(25)%
East797 399,780 501.63.73829 354,950 428.24.03(4)%13 %17 %(7)%
Total4,555 $2,773,634 $608.9 3.835,923 $3,164,344 $534.2 5.21(23)%(12)%14 %(26)%
        *Calculated as total net new orders (gross orders less cancellations) in period ÷ average active communities during period ÷ number of months in period
7




Active Subdivisions
Average Active SubdivisionsAverage Active Subdivisions
Active SubdivisionsThree Months EndedSix Months Ended
June 30,%June 30,%June 30,%
20222021Change20222021Change20222021Change
West122 91 34 %117 94 24 %109 98 11 %
Mountain51 55 (7)%52 56 (7)%53 57 (7)%
East34 41 (17)%34 38 (11)%36 34 %
Total207 187 11 %203 188 %198 189 %

Backlog

June 30,
20222021% Change
HomesDollar
Value
Average
Price
HomesDollar
Value
Average
Price
HomesDollar
Value
Average
Price
(Dollars in thousands)
West4,163 $2,438,184 $585.7 4,139 $2,204,500 $532.6 %11 %10 %
Mountain2,158 1,450,194 672.0 2,412 1,426,496 591.4 (11)%%14 %
East1,105 549,721 497.5 1,127 482,736 428.3 (2)%14 %16 %
Total7,426 $4,438,099 $597.6 7,678 $4,113,732 $535.8 (3)%%12 %

Homes Completed or Under Construction (WIP lots)

 June 30,%
 20222021Change
Unsold:
Completed46 19 142 %
Under construction607 214 184 %
Total unsold started homes653 233 180 %
Sold homes under construction or completed7,007 6,655 %
Model homes under construction or completed524 502 %
Total homes completed or under construction8,184 7,390 11 %

Lots Owned and Optioned (including homes completed or under construction)

 June 30, 2022June 30, 2021 
 Lots
Owned
Lots
Optioned
TotalLots
Owned
Lots
Optioned
TotalTotal
% Change
West15,027 1,963 16,990 13,265 4,729 17,994 (6)%
Mountain6,696 2,961 9,657 6,599 4,174 10,773 (10)%
East4,111 2,372 6,483 3,636 1,997 5,633 15 %
Total25,834 7,296 33,130 23,500 10,900 34,400 (4)%
8



Selling, General and Administrative Expenses

Three Months Ended June 30,Six Months Ended June 30,
20222021Change20222021Change
(Dollars in thousands)
General and administrative expenses$72,894 $61,958 $10,936 $144,877 $119,121 $25,756 
General and administrative expenses as a percentage of home sale revenues
5.0 %4.5 %50 bps5.4 %4.9 %50 bps
Marketing expenses$26,035 $26,832 $(797)$51,667 $52,535 $(868)
Marketing expenses as a percentage of home sale revenues
1.8 %2.0 %-20 bps1.9 %2.2 %-30 bps
Commissions expenses$34,920 $40,071 $(5,151)$66,619 $72,198 $(5,579)
Commissions expenses as a percentage of home sale revenues
2.4 %2.9 %-50 bps2.5 %3.0 %-50 bps
Total selling, general and administrative expenses$133,849 $128,861 $4,988 $263,163 $243,854 $19,309 
Total selling, general and administrative expenses as a percentage of home sale revenues
9.2 %9.4 %-20 bps9.8 %10.1 %-30 bps

Capitalized Interest

Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
(Dollars in thousands)
Homebuilding interest incurred$17,382 $17,409 $34,640 $34,741 
Less: Interest capitalized(17,382)(17,409)(34,640)(34,741)
Homebuilding interest expensed$— $— $— $— 
Interest capitalized, beginning of period$60,468 $55,268 $58,054 $52,777 
Plus: Interest capitalized during period17,382 17,409 34,640 34,741 
Less: Previously capitalized interest included in home cost of sales(15,681)(18,326)(30,525)(33,167)
Interest capitalized, end of period$62,169 $54,351 $62,169 $54,351 
9



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings