Supplemental Guarantor Information

6 Months Ended

Jun. 30, 2020

Supplemental Guarantor Information [Abstract]

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

Supplemental Guarantor Information

The Company’s obligations under the 2028 Senior Notes and the 2025 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 2028 Senior Notes and the 2025 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) 2028 Senior Notes on a joint and several senior unsecured basis and (2) 2025 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, 2020, 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 2028 Senior Notes and the indenture governing the 2025 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, 2020
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations		Consolidated
Revenue	$	—	$	695,146	$	19,048	$	—	$	714,194
Costs and expenses:
Land and housing	—		557,791		—		—		557,791
General and administrative	—		33,177		7,860		—		41,037
Selling	—		41,127		—		—		41,127
Equity in income from joint venture arrangements	—		—		(3)		—		(3)
Interest	—		1,895		620		—		2,515
Total costs and expenses	—		633,990		8,477		—		642,467
Income before income taxes	—		61,156		10,571		—		71,727
Provision for income taxes	—		15,067		2,152		—		17,219
Equity in subsidiaries	54,508		—		—		(54,508)		—
Net income	$	54,508	$	46,089	$	8,419	$	(54,508)	$	54,508

	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

	Six Months Ended June 30, 2020
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations		Consolidated
Revenue	$	—	$	1,259,282	$	32,515	$	—	$	1,291,797
Costs and expenses:
Land and housing	—		1,018,715		—		—		1,018,715
General and administrative	—		59,740		15,144		—		74,884
Selling	—		77,955		—		—		77,955
Equity in income from joint venture arrangements	—		—		(55)		—		(55)
Interest	—		5,864		1,351		—		7,215
Total costs and expenses	—		1,162,274		16,440		—		1,178,714
Income before income taxes	—		97,008		16,075		—		113,083
Provision for income taxes	—		23,648		3,181		—		26,829
Equity in subsidiaries	86,254		—		—		(86,254)		—
Net income	$	86,254	$	73,360	$	12,894	$	(86,254)	$	86,254

	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

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
	June 30, 2020
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations		Consolidated
ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	78,979	$	15,044	$	—	$	94,023
Mortgage loans held for sale	—		—		163,536		—		163,536
Inventory	—		1,830,810		—		—		1,830,810
Property and equipment - net	—		20,126		878		—		21,004
Investment in joint venture arrangements	—		42,854		2,290		—		45,144
Operating lease right-of-use assets	—		40,766		10,427		—		51,193
Deferred income tax asset	—		9,378		—		—		9,378
Investment in subsidiaries	1,013,097		—		—		(1,013,097)		—
Intercompany assets	719,685		—		—		(719,685)		—
Goodwill	—		16,400		—		—		16,400
Other assets	3,150		77,904		15,166		—		96,220
TOTAL ASSETS	$	1,735,932	$	2,117,217	$	207,341	$	(1,732,782)	$	2,327,708
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable	$	—	$	168,291	$	797	$	—	$	169,088
Customer deposits	—		49,529		—		—		49,529
Operating lease liabilities	—		40,766		10,427		—		51,193
Intercompany liabilities	—		714,549		5,136		(719,685)		—
Other liabilities	—		150,286		7,860		—		158,146
Community development district obligations	—		11,560		—		—		11,560
Obligation for consolidated inventory not owned	—		11,035		—		—		11,035
Notes payable bank - homebuilding operations	—		—		—		—		—
Notes payable bank - financial services operations	—		—		134,184		—		134,184
Notes payable - other	—		7,041		—		—		7,041
Senior notes due 2025 - net	247,353		—		—		—		247,353
Senior notes due 2028 - net	394,174		—		—		—		394,174
TOTAL LIABILITIES	641,527		1,153,057		158,404		(719,685)		1,233,303
SHAREHOLDERS’ EQUITY	1,094,405		964,160		48,937		(1,013,097)		1,094,405
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,735,932	$	2,117,217	$	207,341	$	(1,732,782)	$	2,327,708

CONDENSED CONSOLIDATING BALANCE SHEET
	December 31, 2019
(In thousands)	M/I Homes, Inc.		Guarantor Subsidiaries		Unrestricted Subsidiaries		Eliminations		Consolidated
ASSETS:
Cash, cash equivalents and restricted cash	$	—	$	219	$	11,589	$	(5,725)	$	6,083
Mortgage loans held for sale	—		—		155,244		—		155,244
Inventory	—		1,769,507		—		—		1,769,507
Property and equipment - net	—		21,372		746		—		22,118
Investment in joint venture arrangements	—		35,391		2,494		—		37,885
Operating lease right-of-use assets	—		15,689		2,726		—		18,415
Deferred income tax asset	—		9,631		—		—		9,631
Investment in subsidiaries	928,942		—		—		(928,942)		—
Intercompany assets	619,204		—		—		(619,204)		—
Goodwill	—		16,400		—		—		16,400
Other assets	1,411		56,134		12,766		—		70,311
TOTAL ASSETS	$	1,549,557	$	1,924,343	$	185,565	$	(1,553,871)	$	2,105,594
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable	$	—	$	130,136	$	615	$	(5,725)	$	125,026
Customer deposits	—		34,462		—		—		34,462
Intercompany liabilities	—		618,946		258		(619,204)		—
Operating lease liabilities	—		15,691		2,724		—		18,415
Other liabilities	—		141,015		6,922		—		147,937
Community development district obligations	—		13,531		—		—		13,531
Obligation for consolidated inventory not owned	—		7,934		—		—		7,934
Notes payable bank - homebuilding operations	—		66,000		—		—		66,000
Notes payable bank - financial services operations	—		—		136,904		—		136,904
Notes payable - other	—		5,828		—		—		5,828
Senior notes due 2021 - net	298,988		—		—		—		298,988
Senior notes due 2025 - net	247,092		—		—		—		247,092
TOTAL LIABILITIES	546,080		1,033,543		147,423		(624,929)		1,102,117
SHAREHOLDERS’ EQUITY	1,003,477		890,800		38,142		(928,942)		1,003,477
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,549,557	$	1,924,343	$	185,565	$	(1,553,871)	$	2,105,594

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
	Six Months Ended June 30, 2020
(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	$	3,050	$	78,373	$	3,503	$	(2,100)	$	82,826
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	—		(1,662)		(314)		—		(1,976)
Return of capital from unconsolidated joint ventures	—		—		363		—		363
Intercompany investing	(98,610)		—		—		98,610		—
Investments in and advances to joint venture arrangements	—		(19,082)		(7)		—		(19,089)
Net cash (used in) provided by investing activities	(98,610)		(20,744)		42		98,610		(20,702)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of senior notes due 2021	(300,000)		—		—		—		(300,000)
Proceeds from issuance of senior notes due 2028	400,000		—		—		—		400,000
Proceeds from bank borrowings - homebuilding operations	—		306,800		—		—		306,800
Principal repayments of bank borrowings - homebuilding operations	—		(372,800)		—		—		(372,800)
Net repayments of bank borrowings - financial services operations	—		—		(2,720)		—		(2,720)
Proceeds from notes payable - other and CDD bond obligations	—		1,213		—		—		1,213
Intercompany financing	—		88,115		4,770		(92,885)		—
Repurchase of common shares	(1,912)		—		—		—		(1,912)
Dividends paid	—		—		(2,100)		2,100		—
Debt issue costs	(6,173)		(2,197)		(40)		—		(8,410)
Proceeds from exercise of stock options	3,645		—		—		—		3,645
Net cash provided by (used in) financing activities	95,560		21,131		(90)		(90,785)		25,816
Net increase in cash, cash equivalents and restricted cash	—		78,760		3,455		5,725		87,940
Cash, cash equivalents and restricted cash balance at beginning of period	—		219		11,589		(5,725)		6,083
Cash, cash equivalents and restricted cash balance at end of period	$	—	$	78,979	$	15,044	$	—	$	94,023

	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)
Return of capital from unconsolidated joint ventures	—		—		150		—		150
Intercompany Investing	(3,257)		—		—		3,257		—
Investments in and advances to joint venture arrangements	—		(15,119)		(162)		—		(15,281)
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 repayments of notes payable - other and CDD bond obligations	—		(845)		—		—		(845)
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)
Proceeds from exercise of stock options	3,277		—		—		—		3,277
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