0000773141false00007731412023-10-262023-10-260000773141us-gaap:CommonStockMember2023-10-262023-10-260000773141mdc:SeniorNotesSixPercentDueJanuary2043Member2023-10-262023-10-26


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): October 26, 2023

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 October 26, 2023, M.D.C. Holdings, Inc. issued a press release reporting its results of operations for the third quarter of 2023. 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: October 26, 2023By:/s/ Joseph H. Fretz
Joseph H. Fretz
Vice President, Secretary and Corporate Counsel

2
Exhibit 99.1
News Release

M.D.C. HOLDINGS ANNOUNCES THIRD QUARTER 2023 RESULTS


DENVER, COLORADO, Thursday, October 26, 2023. M.D.C Holdings, Inc. (NYSE: MDC), one of the nation’s leading homebuilders, announced results for the quarter ended September 30, 2023.

“MDC delivered another quarter of strong profitability, generating net income of $107.3 million, or $1.40 per diluted share for the third quarter of 2023,” said MDC’s Executive Chairman, Larry Mizel. “Home sale revenues were $1.09 billion on new home deliveries of 1,968 at an average sales price of $552,000. Gross margin from home sales improved 280 basis points from the second quarter of 2023 to 19.2%, while SG&A as a percent of home sale revenues improved on both a sequential and year-over-year basis to 9.3%. These results further demonstrate our ability to deliver solid profitability in a high interest rate environment.”

“Net new orders improved considerably from the prior year period, thanks to a significant reduction in cancellations and our use of financing incentives that lessened the impact of higher mortgage rates for our buyers," said David Mandarich MDC's President and Chief Executive Officer. "Our sales pace for the quarter was 2.4 homes per community per month and was fairly consistent across our homebuilding footprint. We continue to see motivated buyers in our markets, provided we can meet their affordability needs.”

“Despite the challenges that higher interest rates present, I remain confident in our company’s outlook," said Mr. Mizel. "The US economy has shown great resilience in terms of GDP growth and job creation, while home prices nationally have held firm. The new home market continues to benefit from a lack of existing home supply, and large public builders like MDC are poised to gain market share. We plan on taking advantage of this opportunity in the coming quarters and therefore have increased our land acquisition efforts.”

Mr. Mizel concluded, "Our average build time for homes that closed in the quarter improved significantly as compared to the second quarter. This improvement, coupled with our increased focus on spec home production, has led to better inventory turns and cash generation. Our cash and marketable securities balance at the end of the quarter stood at $1.78 billion, giving us ample liquidity to reinvest in our operations and pay our industry-leading dividend of $2.20 on an annualized basis. The progress we made this quarter has us well positioned to end 2023 on a strong note and carry the momentum into the new year.”
1




2023 Third Quarter Highlights and Comparisons to 2022 Third Quarter

Home sale revenues of $1.09 billion compared to $1.41 billion
Unit deliveries of 1,968 vs. 2,387
Average selling price of deliveries of $552,000 vs. $590,000
Homebuilding pretax income of $127.4 million compared to $168.2 million
Gross margin from home sales of 19.2% vs. 22.7%
Inventory impairments of $6.2 million vs $28.4 million
Selling, general and administrative expenses as a percentage of home sale revenues ("SG&A rate") of 9.3% vs. 10.0%
Project abandonment expense of $11.8 million in the third quarter of 2022
Financial services pretax income of $12.4 million compared to $17.6 million
Net income of $107.3 million, or $1.40 per diluted share, compared to $144.4 million, or $1.98 per diluted share
Effective tax rate of 23.2% vs 22.3%
Dollar value of net new orders increased 532% to $965.5 million from $152.8 million
Unit gross orders increased 42% to 2,227 from 1,569
Cancellations as a percentage of gross orders of 23.9% vs. 80.9%
Average selling price of gross orders decreased 4% to $560,000 from $583,000

2023 Outlook and Other Selected Information1

Projected home deliveries for the 2023 fourth quarter between 2,200 and 2,400
Projected average selling price for 2023 fourth quarter unit deliveries of between $545,000 and $555,000
Projected gross margin from home sales for the 2023 fourth quarter between 18.0% and 19.5% (assuming no impairments or warranty adjustments)
Active subdivision count at September 30, 2023 of 235, up 7% year-over-year
Lots controlled of 22,353 at September 30, 2023, down 24% year-over-year
Quarterly cash dividend of fifty-five cents ($0.55) per share declared on October 23, 2023
Consistent record of stable or increasing dividends for nearly 30 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 helped more than 240,000 homebuyers achieve the American Dream since 1977. One of the largest homebuilders in the nation, MDC is committed to quality and value that is reflected in each home its subsidiaries build. The Richmond American companies have operations in Alabama, Arizona, California, Colorado, Florida, Idaho, Maryland, Nevada, New Mexico, Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia and Washington. Mortgage lending, insurance and title services are offered by the following MDC subsidiaries, respectively: HomeAmerican Mortgage Corporation, American Home Insurance Agency, Inc. and American Home Title and Escrow Company. M.D.C. Holdings, Inc. stock 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, changes in consumer confidence, inflation or deflation and employment levels; (2) changes in business conditions experienced by MDC, including 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 September 30, 2023, 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:    Derek R. Kimmerle
    Vice President and Chief Accounting 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
September 30,
Nine Months Ended
September 30,
2023202220232022
(Dollars in thousands, except per share amounts)
Homebuilding:
Home sale revenues$1,087,050 $1,407,642 $3,210,536 $4,098,985 
Home cost of sales(872,624)(1,059,996)(2,622,362)(3,043,390)
Inventory impairments(6,200)(28,415)(27,500)(29,075)
Total cost of sales(878,824)(1,088,411)(2,649,862)(3,072,465)
Gross profit208,226 319,231 560,674 1,026,520 
Selling, general and administrative expenses(101,311)(141,435)(303,032)(404,598)
Interest and other income20,414 2,220 51,812 3,797 
Other income (expense)
55 (11,800)987 (28,733)
Homebuilding pretax income127,384 168,216 310,441 596,986 
Financial Services:
Revenues23,769 34,101 85,874 99,461 
Expenses(15,494)(18,704)(46,231)(54,440)
Other income, net4,148 2,176 11,742 4,627 
Financial services pretax income12,423 17,573 51,385 49,648 
Income before income taxes139,807 185,789 361,826 646,634 
Provision for income taxes(32,502)(41,389)(80,328)(164,271)
Net income$107,305 $144,400 $281,498 $482,363 
Other comprehensive income net of tax:
Unrealized gain related to available-for-sale debt securities— 91 — 
Other comprehensive income— 91 — 
Comprehensive income$107,306 $144,400 $281,589 $482,363 
Earnings per share:
Basic$1.44 $2.03 $3.82 $6.78 
Diluted$1.40 $1.98 $3.73 $6.59 
Weighted average common shares outstanding:
Basic74,198,016 70,880,405 73,265,878 70,829,761 
Diluted76,253,178 72,729,453 75,106,356 72,892,635 
Dividends declared per share$0.55 $0.50 $1.55 $1.50 

4



M.D.C. HOLDINGS, INC.
Consolidated Balance Sheets
(Unaudited)
September 30,
2023
December 31,
2022
(Dollars in thousands, except
per share amounts)
ASSETS
Homebuilding:
Cash and cash equivalents$1,207,532 $696,075 
Restricted cash4,300 3,143 
Marketable securities346,351 443,712 
Trade and other receivables81,305 116,364 
Inventories:
Housing completed or under construction1,921,134 1,722,061 
Land and land under development1,315,196 1,793,718 
Total inventories3,236,330 3,515,779 
Property and equipment, net62,403 63,730 
Deferred tax asset, net46,615 49,252 
Prepaids and other assets70,791 70,007 
Total homebuilding assets5,055,627 4,958,062 
Financial Services:
Cash and cash equivalents150,457 17,877 
Marketable securities79,166 117,388 
Mortgage loans held-for-sale, net164,254 229,513 
Other assets38,499 40,432 
Total financial services assets432,376 405,210 
Total Assets$5,488,003 $5,363,272 
LIABILITIES AND EQUITY
Homebuilding:
Accounts payable$135,265 $109,218 
Accrued and other liabilities312,882 383,406 
Revolving credit facility10,000 10,000 
Senior notes, net1,483,193 1,482,576 
Total homebuilding liabilities1,941,340 1,985,200 
Financial Services:
Accounts payable and accrued liabilities108,650 110,536 
Mortgage repurchase facility145,470 175,752 
Total financial services liabilities254,120 286,288 
Total Liabilities2,195,460 2,271,488 
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; 74,662,468 and 72,585,596 issued and outstanding at September 30, 2023 and December 31, 2022, respectively
747 726 
Additional paid-in-capital1,817,494 1,784,173 
Retained earnings1,474,211 1,306,885 
Accumulated other comprehensive income91 — 
Total Stockholders' Equity3,292,543 3,091,784 
Total Liabilities and Stockholders' Equity$5,488,003 $5,363,272 

5



M.D.C. HOLDINGS, INC.
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
(Dollars in thousands)
Operating Activities:
Net income$107,305 $144,400 $281,498 $482,363 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense4,073 25,555 14,358 50,348 
Depreciation and amortization6,417 6,760 17,870 20,663 
Inventory impairments6,200 28,415 27,500 29,075 
Project abandonment costs(45)11,809 (963)28,758 
Amortization of discount of marketable debt securities(6,008)(1,082)(24,864)(1,082)
Deferred income tax benefit (expense)(8)(5,387)2,608 (4,180)
Net changes in assets and liabilities:
Trade and other receivables(12,242)3,011 44,979 (19,321)
Mortgage loans held-for-sale, net(5,508)(763)65,259 91,696 
Housing completed or under construction(189,317)149,218 (202,912)(319,083)
Land and land under development92,308 (117,282)456,441 (19,740)
Prepaids and other assets(4,360)(2,275)(3,097)(8,050)
Accounts payable and accrued and other liabilities(27,595)(69,486)(55,528)12,506 
Net cash provided by (used in) operating activities(28,780)172,893 623,149 343,953 
Investing Activities:
Purchases of marketable securities(422,943)(291,126)(1,088,433)(291,126)
Maturities of marketable securities680,000 — 1,249,000 — 
Purchases of property and equipment(4,330)(7,731)(14,880)(21,429)
Net cash provided by (used in) investing activities252,727 (298,857)145,687 (312,555)
Financing Activities:
Payments on mortgage repurchase facility, net22,319 20,649 (30,282)(60,086)
Dividend payments(41,063)(35,622)(114,172)(106,785)
Issuance of shares under stock-based compensation programs, net1,220 1,141 20,812 (11,545)
Net cash used in financing activities(17,524)(13,832)(123,642)(178,416)
Net increase (decrease) in cash, cash equivalents and restricted cash206,423 (139,796)645,194 (147,018)
Cash, cash equivalents and restricted cash:
Beginning of period1,155,866 596,237 717,095 603,459 
End of period$1,362,289 $456,441 $1,362,289 $456,441 
Reconciliation of cash, cash equivalents and restricted cash:
Homebuilding:
Cash and cash equivalents$1,207,532 $417,298 $1,207,532 $417,298 
Restricted cash4,300 4,657 4,300 4,657 
Financial Services:
Cash and cash equivalents150,457 34,486 150,457 34,486 
Total cash, cash equivalents and restricted cash$1,362,289 $456,441 $1,362,289 $456,441 
6



New Home Deliveries
Three Months Ended September 30,
20232022% Change
HomesHome Sale
Revenues
Average
Price
HomesHome Sale
Revenues
Average
Price
HomesHome
Sale
Revenues
Average Price
(Dollars in thousands)
West1,198 $651,472 $543.8 1,312 $772,356 $588.7 (9)%(16)%(8)%
Mountain441 284,142 644.3 647 424,397 655.9 (32)%(33)%(2)%
East329 151,436 460.3 428 210,889 492.7 (23)%(28)%(7)%
Total1,968 $1,087,050 $552.4 2,387 $1,407,642 $589.7 (18)%(23)%(6)%
Nine Months Ended September 30,
20232022% Change
HomesHome Sale
Revenues
Average
Price
HomesHome Sale
Revenues
Average
Price
HomesHome
Sale
Revenues
Average Price
(Dollars in thousands)
West3,424 $1,845,964 $539.1 3,926 $2,267,946 $577.7 (13)%(19)%(7)%
Mountain1,467 931,367 634.9 1,860 1,196,526 643.3 (21)%(22)%(1)%
East937 433,205 462.3 1,370 634,513 463.1 (32)%(32)%— %
Total5,828 $3,210,536 $550.9 7,156 $4,098,985 $572.8 (19)%(22)%(4)%

Net New Orders

Three Months Ended September 30,
20232022% Change
HomesDollar
Value
Average
Price 1
Monthly
Absorption
Rate 2
HomesDollar Value
Average Price 1
Monthly
Absorption Rate 2
HomesDollar ValueAverage PriceMonthly
Absorption
Rate
(Dollars in thousands)
West1,022 $590,558 $577.8 2.38193 $93,481 $484.4 0.51430 %532 %19 %371 %
Mountain401 250,285 624.2 2.39(3)2,838 N/A(0.02)N/AN/AN/AN/A
East272 124,655 458.3 2.45109 56,514 518.5 1.01150 %121 %(12)%143 %
Total1,695 $965,498 $569.6 2.39299 $152,833 $511.1 0.46467 %532 %11 %416 %
1 Gross order average selling price for the three months ended September 30, 2023 decreased approximately 4% year-over-year to $560,000.

Nine Months Ended September 30,
20232022% Change
HomesDollar
Value
Average
Price
Monthly
Absorption
Rate 2
HomesDollar ValueAverage Price
Monthly
Absorption Rate 2
HomesDollar ValueAverage PriceMonthly
Absorption
Rate
(Dollars in thousands)
West3,375 $1,939,875 $574.8 2.682,754 $1,677,039 $608.9 2.6623 %16 %(6)%%
Mountain1,285 781,530 608.2 2.551,194 811,860 679.9 2.52%(4)%(11)%%
East969 439,187 453.2 2.91906 457,919 505.4 2.80%(4)%(10)%%
Total5,629 $3,160,592 $561.5 2.684,854 $2,946,818 $607.1 2.6416 %%(8)%%
2 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 EndedNine Months Ended
September 30,%September 30,%September 30,%
20232022Change20232022Change20232022Change
West141 132 %143 127 13 %140 115 22 %
Mountain55 51 %56 52 %56 53 %
East39 37 %37 36 %37 36 %
Total235 220 %236 215 10 %233 204 14 %

Backlog

September 30,
20232022% Change
HomesDollar
Value
Average
Price
HomesDollar
Value
Average
Price
HomesDollar
Value
Average
Price
(Dollars in thousands)
West1,842 $1,113,867 $604.7 3,044 $1,762,858 $579.1 (39)%(37)%%
Mountain533 355,759 667.5 1,508 1,038,037 688.4 (65)%(66)%(3)%
East400 188,972 472.4 786 396,406 504.3 (49)%(52)%(6)%
Total2,775 $1,658,598 $597.7 5,338 $3,197,301 $599.0 (48)%(48)%— %

Homes Completed or Under Construction (WIP lots)

 September 30,%
 20232022Change
Unsold:
Completed236 187 26 %
Under construction2,445 895 173 %
Total unsold started homes2,681 1,082 148 %
Sold homes under construction or completed2,585 5,094 (49)%
Model homes under construction or completed552 532 %
Total homes completed or under construction5,818 6,708 (13)%

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

 September 30, 2023September 30, 2022 
 Lots
Owned
Lots
Optioned
TotalLots
Owned
Lots
Optioned
TotalTotal
% Change
West10,128 1,092 11,220 13,893 914 14,807 (24)%
Mountain4,420 1,793 6,213 6,151 2,458 8,609 (28)%
East3,218 1,702 4,920 3,848 1,992 5,840 (16)%
Total17,766 4,587 22,353 23,892 5,364 29,256 (24)%
8




Selling, General and Administrative Expenses

Three Months Ended September 30,Nine Months Ended September 30,
20232022Change20232022Change
(Dollars in thousands)
General and administrative expenses$46,232 $80,858 $(34,626)$141,213 $225,735 $(84,522)
General and administrative expenses as a percentage of home sale revenues
4.3 %5.7 %-140 bps4.4 %5.5 %-110 bps
Marketing expenses$24,875 $26,355 $(1,480)$70,608 $78,022 $(7,414)
Marketing expenses as a percentage of home sale revenues
2.3 %1.9 %40 bps2.2 %1.9 %30 bps
Commissions expenses$30,204 $34,222 $(4,018)$91,211 $100,841 $(9,630)
Commissions expenses as a percentage of home sale revenues
2.8 %2.4 %40 bps2.8 %2.5 %30 bps
Total selling, general and administrative expenses$101,311 $141,435 $(40,124)$303,032 $404,598 $(101,566)
Total selling, general and administrative expenses as a percentage of home sale revenues
9.3 %10.0 %-70 bps9.4 %9.9 %-50 bps

Capitalized Interest

Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
(Dollars in thousands)
Homebuilding interest incurred$17,482 $17,391 $52,386 $52,031 
Less: Interest capitalized(17,482)(17,391)(52,386)(52,031)
Homebuilding interest expensed$— $— $— $— 
Interest capitalized, beginning of period$61,953 $62,169 $59,921 $58,054 
Plus: Interest capitalized during period17,482 17,391 52,386 52,031 
Less: Previously capitalized interest included in home cost of sales(14,007)(15,977)(46,879)(46,502)
Interest capitalized, end of period$65,428 $63,583 $65,428 $63,583 

9

v3.23.3
Cover
Oct. 26, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 26, 2023
Entity Registrant Name M.D.C. Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-8951
Entity Tax Identification Number 84-0622967
Entity Address, Address Line One 4350 South Monaco Street
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80237
City Area Code 303
Local Phone Number 773-1100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000773141
Amendment Flag false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $.01 par value
Trading Symbol MDC
Security Exchange Name NYSE
Senior Notes, 6%, Due January 2043 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6% Senior Notes due January 2043
Trading Symbol MDC 43
Security Exchange Name NYSE

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