Supplemental Guarantor Information

The Company’s obligations under the 2025 Senior Notes and the 2021 Senior Notes are not guaranteed by all of the Company’s subsidiaries and, therefore, the Company has disclosed condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. The Guarantor Subsidiaries of the 2025 Senior Notes and the 2021 Senior Notes are the same.

The following condensed consolidating financial information includes balance sheets, statements of income and cash flow information for M/I Homes, Inc. (the parent company and the issuer of the aforementioned guaranteed notes), the Guarantor Subsidiaries, collectively, and for all other subsidiaries and joint ventures of the Company (the “Unrestricted Subsidiaries”), collectively. Each Guarantor Subsidiary is a direct or indirect 100%-owned subsidiary of M/I Homes, Inc. and has fully and unconditionally guaranteed the (1) 2025 Senior Notes on a joint and several senior unsecured basis and (2) 2021 Senior Notes on a joint and several senior unsecured basis.

There are no significant restrictions on the parent company’s ability to obtain funds from its Guarantor Subsidiaries in the form of a dividend, loan, or other means.

As of March 31, 2019, each of the Company’s subsidiaries is a Guarantor Subsidiary, with the exception of subsidiaries that are primarily engaged in the business of mortgage financing, title insurance or similar financial businesses relating to the homebuilding and home sales business, certain subsidiaries that are not 100%-owned by the Company or another subsidiary, and other subsidiaries designated by the Company as Unrestricted Subsidiaries, subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms of the Credit Facility and the indenture governing the 2025 Senior Notes and the indenture governing the 2021 Senior Notes.

In the condensed financial tables presented below, the parent company presents all of its 100%-owned subsidiaries as if they were accounted for under the equity method. All applicable corporate expenses have been allocated appropriately among the Guarantor Subsidiaries and Unrestricted Subsidiaries.



UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	Three Months Ended March 31, 2019
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

Revenue	$	—	$	469,326	$	11,783	$	—		$	481,109
Costs and expenses:
Land and housing	—		388,467		—		—			388,467
General and administrative	—		24,433		6,266		—			30,699
Selling	—		31,551		—		—			31,551
Equity in loss from joint venture arrangements	—		—		121		—			121
Interest	—		6,049		743		—			6,792
Total costs and expenses	—		450,500		7,130		—			457,630

Income before income taxes	—		18,826		4,653		—			23,479

Provision for income taxes	—		4,755		1,001		—			5,756

Equity in subsidiaries	17,723		—		—		(17,723		)	—

Net income	$	17,723	$	14,071	$	3,652	$	(17,723	)	$	17,723



	Three Months Ended March 31, 2018
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated

Revenue	$	—	$	422,831	$	15,026		$	—		$	437,857
Costs and expenses:
Land and housing	—		348,702		—			—			348,702
General and administrative	—		22,171		5,780			—			27,951
Selling	—		30,063		—			—			30,063
Acquisition and integration costs	—		1,700		—			—			1,700
Equity in income from joint venture arrangements	—		—		(310		)	—			(310		)
Interest	—		5,108		770			—			5,878
Total costs and expenses	—		407,744		6,240			—			413,984

Income before income taxes	—		15,087		8,786			—			23,873

Provision for income taxes	—		3,906		1,904			—			5,810

Equity in subsidiaries	18,063		—		—			(18,063		)	—

Net income	$	18,063	$	11,181	$	6,882		$	(18,063	)	$	18,063



UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

	March 31, 2019
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	26,882	$	15,049	$	—		$	41,931
Mortgage loans held for sale	—		—		119,665		—			119,665
Inventory	—		1,730,788		—		—			1,730,788
Property and equipment - net	—		27,536		856		—			28,392
Investment in joint venture arrangements	—		38,209		2,527		—			40,736
Operating lease right-of-use assets	—		17,174		3,429		—			20,603
Deferred income tax asset	—		13,146		—		—			13,146
Investment in subsidiaries	831,528		—		—		(831,528		)	—
Intercompany assets	582,698		—		—		(582,698		)	—
Goodwill	—		16,400		—		—			16,400
Other assets	2,098		47,521		10,498		—			60,117
TOTAL ASSETS	$	1,416,324	$	1,917,656	$	152,024	$	(1,414,226	)	$	2,071,778

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	132,645	$	290	$	—		$	132,935
Customer deposits	—		36,336		—		—			36,336
Operating lease liabilities	—		17,174		3,429		—			20,603
Intercompany liabilities	—		579,402		3,296		(582,698		)	—
Other liabilities	—		103,768		5,401		—			109,169
Community development district obligations	—		11,728		—		—			11,728
Obligation for consolidated inventory not owned	—		15,920		—		—			15,920
Notes payable bank - homebuilding operations	—		218,800		—		—			218,800
Notes payable bank - financial services operations	—		—		104,026		—			104,026
Notes payable - other	—		5,937		—		—			5,937
Senior notes due 2021 - net	298,160		—		—		—			298,160
Senior notes due 2025 - net	246,702		—		—		—			246,702
TOTAL LIABILITIES	544,862		1,121,710		116,442		(582,698		)	1,200,316

SHAREHOLDERS’ EQUITY	871,462		795,946		35,582		(831,528		)	871,462

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,416,324	$	1,917,656	$	152,024	$	(1,414,226	)	$	2,071,778



CONDENSED CONSOLIDATING BALANCE SHEET

	December 31, 2018
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated

ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	5,554	$	15,975	$	—		$	21,529
Mortgage loans held for sale	—		—		169,651		—			169,651
Inventory	—		1,674,460		—		—			1,674,460
Property and equipment - net	—		28,485		910		—			29,395
Investment in joint venture arrangements	—		33,297		2,573		—			35,870
Deferred income tax asset	—		13,482		—		—			13,482
Investment in subsidiaries	817,986		—		—		(817,986		)	—
Intercompany assets	579,447		—		—		(579,447		)	—
Goodwill	—		16,400		—		—			16,400
Other assets	2,325		47,738		10,731		—			60,794
TOTAL ASSETS	$	1,399,758	$	1,819,416	$	199,840	$	(1,397,433	)	$	2,021,581

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable	$	—	$	131,089	$	422	$	—		$	131,511
Customer deposits	—		32,055		—		—			32,055
Intercompany liabilities	—		578,498		949		(579,447		)	—
Other liabilities	—		140,860		9,191		—			150,051
Community development district obligations	—		12,392		—		—			12,392
Obligation for consolidated inventory not owned	—		19,308		—		—			19,308
Notes payable bank - homebuilding operations	—		117,400		—		—			117,400
Notes payable bank - financial services operations	—		—		153,168		—			153,168
Notes payable - other	—		5,938		—		—			5,938
Senior notes due 2021 - net	297,884		—		—		—			297,884
Senior notes due 2025 - net	246,571		—		—		—			246,571
TOTAL LIABILITIES	544,455		1,037,540		163,730		(579,447		)	1,166,278

SHAREHOLDERS’ EQUITY	855,303		781,876		36,110		(817,986		)	855,303

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,399,758	$	1,819,416	$	199,840	$	(1,397,433	)	$	2,021,581



UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Three Months Ended March 31, 2019
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	4,180		$	(72,925	)	$	50,292		$	(4,180	)	$	(22,633	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(427		)	(33		)	—			(460		)
Intercompany investing	(1,458		)	—			—			1,458			—
Investments in and advances to joint venture arrangements	—			(5,928		)	(113		)	—			(6,041		)
Net cash (used in) provided by investing activities	(1,458		)	(6,355		)	(146		)	1,458			(6,501		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings - homebuilding operations	—			218,100			—			—			218,100
Principal repayments of bank borrowings - homebuilding operations	—			(116,700		)	—			—			(116,700		)
Net repayments of bank borrowings - financial services operations	—			—			(49,142		)	—			(49,142		)
Proceeds from exercise of stock options	2,428			—			—			—			2,428
Intercompany financing	—			(792		)	2,250			(1,458		)	—
Repurchase of common shares	(5,150		)	—			—			—			(5,150		)
Dividends paid	—			—			(4,180		)	4,180			—
Net cash (used in) provided by financing activities	(2,722		)	100,608			(51,072		)	2,722			49,536

Net increase (decrease) in cash, cash equivalents and restricted cash	—			21,328			(926		)	—			20,402
Cash, cash equivalents and restricted cash balance at beginning of period	—			5,554			15,975			—			21,529
Cash, cash equivalents and restricted cash balance at end of period	$	—		$	26,882		$	15,049		$	—		$	41,931



	Three Months Ended March 31, 2018
(In thousands)	M/I Homes, Inc.			Guarantor Subsidiaries			Unrestricted Subsidiaries			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	2,750		$	(96,116	)	$	63,702		$	(2,750	)	$	(32,414	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(95		)	(35		)	—			(130		)
Acquisition, net of cash acquired	—			(100,763		)	—			—			(100,763		)
Intercompany Investing	(3,176		)	—			—			3,176			—
Investments in and advances to joint venture arrangements	—			(1,327		)	(563		)	—			(1,890		)
Proceeds from the sale of mortgage servicing rights	—			—			6,335			—			6,335
Net cash (used in) provided by investing activities	(3,176		)	(102,185		)	5,737			3,176			(96,448		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible senior subordinated notes due 2018	—			(65,941		)	—			—			(65,941		)
Proceeds from bank borrowings - homebuilding operations	—			233,500			—			—			233,500
Principal repayments of bank borrowings - homebuilding operations	—			(71,200		)	—			—			(71,200		)
Net repayments of bank borrowings - financial services operations	—			—			(65,484		)	—			(65,484		)
Principal repayments of notes payable - other and CDD bond obligations	—			(565		)	—			—			(565		)
Intercompany financing	—			1,401			1,775			(3,176		)	—
Dividends paid	—			—			(2,750		)	2,750			—
Proceeds from exercise of stock options	426			—			—			—			426
Net cash provided by (used in) financing activities	426			97,195			(66,459		)	(426		)	30,736

Net (decrease) increase in cash, cash equivalents and restricted cash	—			(101,106		)	2,980			—			(98,126		)
Cash, cash equivalents and restricted cash balance at beginning of period	—			131,522			20,181			—			151,703
Cash, cash equivalents and restricted cash balance at end of period	$	—		$	30,416		$	23,161		$	—		$	53,577