19.	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.

●

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 (1) no default or event of default exists or would result from release of such guarantee, (2) the Guarantor being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of the most recent fiscal quarter, (3) 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, (4) such release would not have a material adverse effect on the homebuilding business of the Company and its subsidiaries and (5) 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, 2016
					Non-
			Guarantor		Guarantor		Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries		Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	95,785	$	3,246	$	-	$	-		$	99,031
Marketable securities		77,154		-		-		-			77,154
Restricted cash		-		3,349		-		-			3,349
Trade and other receivables		5,810		34,603		-		(2,317	)		38,096
Inventories:
Housing completed or under construction		-		862,515		-		-			862,515
Land and land under development		-		948,767		-		-			948,767
Total inventories		-		1,811,282		-		-			1,811,282

Intercompany receivables		1,652,426		2,805		5,819		(1,661,050	)		-
Investment in subsidiaries		202,145		-		-		(202,145	)		-
Property and equipment, net		26,882		2,492		-		-			29,374
Deferred tax asset, net		94,322		-		-		1,558			95,880
Metropolitan district bond securities (related party)		27,277		-		-		-			27,277
Prepaid and other assets		5,277		57,655		-		-			62,932
Total homebuilding assets		2,187,078		1,915,432		5,819		(1,863,954	)		2,244,375

Financial Services:
Cash and cash equivalents		-		-		39,504		-			39,504
Marketable securities		-		-		12,268		-			12,268
Intercompany receivables		-		-		38,999		(38,999	)		-
Mortgage loans held-for-sale, net		-		-		82,193		-			82,193
Other assets		-		-		9,024		(1,558	)		7,466
Total financial services assets		-		-		181,988		(40,557	)		141,431
Total Assets	$	2,187,078	$	1,915,432	$	187,807	$	(1,904,511	)	$	2,385,806

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	46,669	$	-	$	-		$	46,669
Accrued liabilities		25,363		84,903		142		383			110,791
Advances and notes payable to parent and subsidiaries		47,623		1,622,233		26,270		(1,696,126	)		-
Revolving credit facility		15,000		-		-		-			15,000
Senior notes, net		840,798		-		-		-			840,798
Total homebuilding liabilities		928,784		1,753,805		26,412		(1,695,743	)		1,013,258

Financial Services:
Accounts payable and other liabilities		-		-		56,733		(2,700	)		54,033
Advances and notes payable to parent and subsidiaries		-		-		3,923		(3,923	)		-
Mortgage repurchase facility		-		-		60,221		-			60,221
Total financial services liabilities		-		-		120,877		(6,623	)		114,254
Total Liabilities		928,784		1,753,805		147,289		(1,702,366	)		1,127,512

Equity:
Total Stockholders' Equity		1,258,294		161,627		40,518		(202,145	)		1,258,294
Total Liabilities and Stockholders' Equity	$	2,187,078	$	1,915,432	$	187,807	$	(1,904,511	)	$	2,385,806

Supplemental Co

ndensed Combining Balance Sheet

	December 31, 2015
					Non-
			Guarantor		Guarantor			Eliminating			Consolidated
	MDC		Subsidiaries		Subsidiaries			Entries			MDC
	(Dollars in thousands)
ASSETS
Homebuilding:
Cash and cash equivalents	$	141,245	$	3,097	$	-		$	-		$	144,342
Marketable securities		92,387		-		-			-			92,387
Restricted cash		-		3,750		-			-			3,750
Trade and other receivables		5,304		20,297		-			(2,287	)		23,314
Inventories:
Housing completed or under construction		-		747,036		-			-			747,036
Land and land under development		-		1,016,926		-			-			1,016,926
Total inventories		-		1,763,962		-			-			1,763,962

Intercompany receivables		1,509,551		2,850		5,291			(1,517,692	)		-
Investment in subsidiaries		267,191		-		-			(267,191	)		-
Property and equipment, net		26,073		2,153		-			-			28,226
Deferred tax asset, net		97,083		-		-			2,024			99,107
Metropolitan district bond securities (related party)		25,911		-		-			-			25,911
Prepaid and other assets		5,973		59,421		-			-			65,394
Total homebuilding assets		2,170,718		1,855,530		5,291			(1,785,146	)		2,246,393

Financial Services:
Cash and cash equivalents		-		-		36,646			-			36,646
Marketable securities		-		-		11,307			-			11,307
Intercompany receivables		-		-		39,234			(39,234	)		-
Mortgage loans held-for-sale, net		-		-		115,670			-			115,670
Other assets		-		-		7,907			(2,024	)		5,883
Total financial services assets		-		-		210,764			(41,258	)		169,506
Total Assets	$	2,170,718	$	1,855,530	$	216,055		$	(1,826,404	)	$	2,415,899

LIABILITIES AND EQUITY

Homebuilding:
Accounts payable	$	-	$	40,472	$	-		$	-		$	40,472
Accrued liabilities		11,527		108,445		(33	)		2,947			122,886
Advances and notes payable to parent and subsidiaries		47,375		1,480,589		25,536			(1,553,500	)		-
Revolving credit facility		15,000		-		-			-			15,000
Senior notes, net		840,524		-		-			-			840,524
Total homebuilding liabilities		914,426		1,629,506		25,503			(1,550,553	)		1,018,882

Financial Services:
Accounts payable and accrued liabilities		-		-		57,348			(5,234	)		52,114
Advances and notes payable to parent and subsidiaries		-		-		3,426			(3,426	)		-
Mortgage repurchase facility		-		-		88,611			-			88,611
Total financial services liabilities		-		-		149,385			(8,660	)		140,725
Total Liabilities		914,426		1,629,506		174,888			(1,559,213	)		1,159,607

Equity:
Total Stockholders' Equity		1,256,292		226,024		41,167			(267,191	)		1,256,292
Total Liabilities and Stockholders' Equity	$	2,170,718	$	1,855,530	$	216,055		$	(1,826,404	)	$	2,415,899

Supplementa

l Condensed Combining Statement

of Operations

	Three Months Ended March 31, 2016
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	396,744		$	-		$	-		$	396,744
Home and land cost of sales		-			(331,389	)		(300	)		-			(331,689	)
Inventory impairments		-			-			-			-			-
Total cost of sales		-			(331,389	)		(300	)		-			(331,689	)
Gross margin		-			65,355			(300	)		-			65,055
Selling, general, and administrative expenses		(12,102	)		(44,016	)		-			(159	)		(56,277	)
Equity income of subsidiaries		17,370			-			-			(17,370	)		-
Interest and other income		1,386			729			1			(266	)		1,850
Other expense		(916	)		(625	)		-			-			(1,541	)
Other-than-temporary impairment of marketable securities		(431	)		-			-			-			(431	)
Homebuilding pretax income (loss)		5,307			21,443			(299	)		(17,795	)		8,656
Financial Services:
Financial services pretax income		-			-			5,192			425			5,617
Income before income taxes		5,307			21,443			4,893			(17,370	)		14,273
(Provision) benefit for income taxes		4,256			(7,076	)		(1,890	)		-			(4,710	)
Net income	$	9,563		$	14,367		$	3,003		$	(17,370	)	$	9,563
Other comprehensive income related to available for sale securities, net of tax		1,948			-			(1	)		1			1,948
Comprehensive income	$	11,511		$	14,367		$	3,002		$	(17,369	)	$	11,511

	Three Months Ended March 31, 2015
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Homebuilding:
Revenues	$	-		$	377,919		$	-		$	-		$	377,919
Home and land cost of sales		-			(319,767	)		-			-			(319,767	)
Inventory impairments		-			(350	)		-			-			(350	)
Total cost of sales		-			(320,117	)		-			-			(320,117	)
Gross margin		-			57,802			-			-			57,802
Selling, general, and administrative expenses		(8,922	)		(41,457	)		-			(153	)		(50,532	)
Equity income of subsidiaries		12,992			-			-			(12,992	)		-
Interest and other income		1,574			281			5			5			1,865
Interest expense		86			-			-			(86	)		-
Other expense		(13	)		(1,132	)		-			-			(1,145	)
Other-than-temporary impairment of marketable securities		-			-			-			-			-
Homebuilding pretax income (loss)		5,717			15,494			5			(13,226	)		7,990
Financial Services:
Financial services pretax income		-			-			5,102			234			5,336
Income before income taxes		5,717			15,494			5,107			(12,992	)		13,326
(Provision) benefit for income taxes		2,703			(5,704	)		(1,905	)		-			(4,906	)
Net income	$	8,420		$	9,790		$	3,202		$	(12,992	)	$	8,420
Other comprehensive income related to available for sale securities, net of tax		1,308			-			259			(259	)		1,308
Comprehensive income	$	9,728		$	9,790		$	3,461		$	(13,251	)	$	9,728

Supplementa

l Condensed Combining Statement

of Cash Flows

	Three Months Ended March 31, 2016
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	12,225		$	(62,160	)	$	34,950		$	-		$	(14,985	)
Net cash provided by (used in) investing activities		(45,433	)		(528	)		(976	)		60,111			13,174
Financing activities:
Payments from (advances to) subsidiaries		-			62,837			(2,726	)		(60,111	)		-
Mortgage repurchase facility		-			-			(28,390	)		-			(28,390	)
Dividend payments		(12,252	)		-			-			-			(12,252	)
Net cash provided by (used in) financing activities		(12,252	)		62,837			(31,116	)		(60,111	)		(40,642	)

Net increase in cash and cash equivalents		(45,460	)		149			2,858			-			(42,453	)
Cash and cash equivalents:
Beginning of period		141,245			3,097			36,646			-			180,988
End of period	$	95,785		$	3,246		$	39,504		$	-		$	138,535

	Three Months Ended March 31, 2015
							Non-
				Guarantor			Guarantor			Eliminating			Consolidated
	MDC			Subsidiaries			Subsidiaries			Entries			MDC
	(Dollars in thousands)
Net cash provided by (used in) operating activities	$	17,605		$	(25,582	)	$	23,403		$	-		$	15,426
Net cash provided by (used in) investing activities		(27,027	)		(258	)		(3,026	)		23,973			(6,338	)
Financing activities:
Payments from (advances to) subsidiaries		-			26,159			(2,186	)		(23,973	)		-
Mortgage repurchase facility		-			-			(20,785	)		-			(20,785	)
Dividend payments		(12,213	)		-			-			-			(12,213	)
Net cash provided by (used in) financing activities		(12,213	)		26,159			(22,971	)		(23,973	)		(32,998	)

Net increase in cash and cash equivalents		(21,635	)		319			(2,594	)		-			(23,910	)
Cash and cash equivalents:
Beginning of period		119,951			2,691			31,183			-			153,825
End of period	$	98,316		$	3,010		$	28,589		$	-		$	129,915