Supplemental Guarantor Information

6 Months Ended

Jun. 30, 2019

Supplemental Guarantor Information [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

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 June 30, 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 June 30, 2019
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	609,383	$	14,303		$	—		$	623,686
Costs and expenses:
Land and housing	—		503,857		—			—			503,857
General and administrative	—		29,315		6,849			—			36,164
Selling	—		37,452		—			—			37,452
Equity in income from joint venture arrangements	—		—		(187		)	—			(187		)
Interest	—		4,263		934			—			5,197
Total costs and expenses	—		574,887		7,596			—			582,483
Income before income taxes	—		34,496		6,707			—			41,203
Provision for income taxes	—		9,578		1,379			—			10,957
Equity in subsidiaries	30,246		—		—			(30,246		)	—
Net income	$	30,246	$	24,918	$	5,328		$	(30,246	)	$	30,246

	Three Months Ended June 30, 2018
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated
Revenue	$	—	$	546,222	$	11,876	$	—		$	558,098
Costs and expenses:
Land and housing	—		449,336		—		—			449,336
General and administrative	—		28,570		6,096		—			34,666
Selling	—		35,591		—		—			35,591
Equity in loss from joint venture arrangements	—		—		86		—			86
Interest	—		4,193		695		—			4,888
Total costs and expenses	—		517,690		6,877		—			524,567
Income before income taxes	—		28,532		4,999		—			33,531
Provision for income taxes	—		4,552		1,068		—			5,620
Equity in subsidiaries	27,911		—		—		(27,911		)	—
Net income	$	27,911	$	23,980	$	3,931	$	(27,911	)	$	27,911

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF INCOME
	Six Months Ended June 30, 2019
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	1,078,709	$	26,086		$	—		$	1,104,795
Costs and expenses:
Land and housing	—		892,324		—			—			892,324
General and administrative	—		53,748		13,115			—			66,863
Selling	—		69,003		—			—			69,003
Equity in income from joint venture arrangements	—		—		(66		)	—			(66		)
Interest	—		10,312		1,677			—			11,989
Total costs and expenses	—		1,025,387		14,726			—			1,040,113
Income before income taxes	—		53,322		11,360			—			64,682
Provision for income taxes	—		14,333		2,380			—			16,713
Equity in subsidiaries	47,969		—		—			(47,969		)	—
Net income	$	47,969	$	38,989	$	8,980		$	(47,969	)	$	47,969

	Six Months Ended June 30, 2018
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries			Eliminations			Consolidated
Revenue	$	—	$	969,053	$	26,902		$	—		$	995,955
Costs and expenses:
Land and housing	—		798,038		—			—			798,038
General and administrative	—		50,741		11,876			—			62,617
Selling	—		65,654		—			—			65,654
Acquisition and integration costs	—		1,700		—			—			1,700
Equity in income from joint venture arrangements	—		—		(224		)	—			(224		)
Interest	—		9,301		1,465			—			10,766
Total costs and expenses	—		925,434		13,117			—			938,551
Income before income taxes	—		43,619		13,785			—			57,404
Provision for income taxes	—		8,458		2,972			—			11,430
Equity in subsidiaries	45,974		—		—			(45,974		)	—
Net income	$	45,974	$	35,161	$	10,813		$	(45,974	)	$	45,974

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
	June 30, 2019
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations			Consolidated
ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	3,473	$	16,920	$	—		$	20,393
Mortgage loans held for sale	—		—		123,909		—			123,909
Inventory	—		1,763,479		—		—			1,763,479
Property and equipment - net	—		27,179		915		—			28,094
Investment in joint venture arrangements	—		38,589		2,755		—			41,344
Operating lease right-of-use assets	—		15,908		3,489		—			19,397
Deferred income tax asset	—		12,594		—		—			12,594
Investment in subsidiaries	860,824		—		—		(860,824		)	—
Intercompany assets	586,815		—		—		(586,815		)	—
Goodwill	—		16,400		—		—			16,400
Other assets	1,869		49,789		11,938		—			63,596
TOTAL ASSETS	$	1,449,508	$	1,927,411	$	159,926	$	(1,447,639	)	$	2,089,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable	$	—	$	153,221	$	849	$	—		$	154,070
Customer deposits	—		38,048		—		—			38,048
Operating lease liabilities	—		15,911		3,486		—			19,397
Intercompany liabilities	—		582,352		4,463		(586,815		)	—
Other liabilities	—		113,647		7,166		—			120,813
Community development district obligations	—		10,866		—		—			10,866
Obligation for consolidated inventory not owned	—		13,109		—		—			13,109
Notes payable bank - homebuilding operations	—		174,300		—		—			174,300
Notes payable bank - financial services operations	—		—		104,003		—			104,003
Notes payable - other	—		5,092		—		—			5,092
Senior notes due 2021 - net	298,436		—		—		—			298,436
Senior notes due 2025 - net	246,832		—		—		—			246,832
TOTAL LIABILITIES	545,268		1,106,546		119,967		(586,815		)	1,184,966
SHAREHOLDERS’ EQUITY	904,240		820,865		39,959		(860,824		)	904,240
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,449,508	$	1,927,411	$	159,926	$	(1,447,639	)	$	2,089,206

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
	Six Months Ended June 30, 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	$	5,130		$	(41,562	)	$	52,179		$	(5,130	)	$	10,617
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(1,411		)	(188		)	—			(1,599		)
Intercompany investing	(3,257		)	—			—			3,257			—
Investments in and advances to joint venture arrangements	—			(15,119		)	(162		)	—			(15,281		)
Return of capital from unconsolidated joint ventures	—			—			150			—			150
Net cash (used in) provided by investing activities	(3,257		)	(16,530		)	(200		)	3,257			(16,730		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings - homebuilding operations	—			374,500			—			—			374,500
Principal repayments of bank borrowings - homebuilding operations	—			(317,600		)	—			—			(317,600		)
Net repayments of bank borrowings - financial services operations	—			—			(49,165		)	—			(49,165		)
Principal repayment of notes payable - other and CDD bond obligations	—			(845		)	—			—			(845		)
Proceeds from exercise of stock options	3,277			—			—			—			3,277
Intercompany financing	—			(44		)	3,301			(3,257		)	—
Repurchase of common shares	(5,150		)	—			—			—			(5,150		)
Dividends paid	—			—			(5,130		)	5,130			—
Debt issue costs	—			—			(40		)	—			(40		)
Net cash (used in) provided by financing activities	(1,873		)	56,011			(51,034		)	1,873			4,977
Net (decrease) increase in cash, cash equivalents and restricted cash	—			(2,081		)	945			—			(1,136		)
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	$	—		$	3,473		$	16,920		$	—		$	20,393

	Six Months Ended June 30, 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	$	5,750		$	(95,387	)	$	74,462		$	(5,750	)	$	(20,925	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—			(4,449		)	(166		)	—			(4,615		)
Acquisition, net of cash acquired	—			(100,960		)	—			—			(100,960		)
Intercompany Investing	(6,176		)	—			—			6,176			—
Investments in and advances to joint venture arrangements	—			(3,485		)	(836		)	—			(4,321		)
Return of capital from unconsolidated joint ventures	—			—			676			—			676
Proceeds from the sale of mortgage servicing rights	—			—			6,335			—			6,335
Net cash (used in) provided by investing activities	(6,176		)	(108,894		)	6,009			6,176			(102,885		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible senior subordinated notes due 2018	—			(65,941		)	—			—			(65,941		)
Proceeds from bank borrowings - homebuilding operations	—			353,900			—			—			353,900
Principal repayments of bank borrowings - homebuilding operations	—			(172,100		)	—			—			(172,100		)
Net repayments of bank borrowings - financial services operations	—			—			(75,032		)	—			(75,032		)
Principal repayments of notes payable - other and CDD bond obligations	—			(1,214		)	—			—			(1,214		)
Intercompany financing	—			8,862			(2,686		)	(6,176		)	—
Dividends paid	—			—			(5,750		)	5,750			—
Debt issue costs	—			(75		)	(40		)	—			(115		)
Proceeds from exercise of stock options	426			—			—			—			426
Net cash provided by (used in) financing activities	426			123,432			(83,508		)	(426		)	39,924
Net decrease in cash, cash equivalents and restricted cash	—			(80,849		)	(3,037		)	—			(83,886		)
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	$	—		$	50,673		$	17,144		$	—		$	67,817