The following table shows, by segment: revenue; selling, general and administrative expense; operating income (loss); interest (income) expense; and income before income taxes for the years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (In thousands) | 2024 | | 2023 | | 2022 |
| Revenue: | | | | | |
| Northern homebuilding | $ | 1,900,013 | | | $ | 1,523,943 | | | $ | 1,714,236 | |
| Southern homebuilding | 2,488,451 | | | 2,415,730 | | | 2,330,962 | |
Financial services (a) | 116,206 | | | 93,829 | | | 86,195 | |
| Total revenue | $ | 4,504,670 | | | $ | 4,033,502 | | | $ | 4,131,393 | |
| | | | | |
| Cost of Sales: | | | | | |
| Northern homebuilding | $ | 1,480,326 | | | $ | 1,228,949 | | | $ | 1,379,936 | |
| Southern homebuilding | 1,825,455 | | | 1,785,624 | | 1,707,615 |
Financial services (a) | — | | | — | | | — | |
| Total cost of sales | $ | 3,305,781 | | | $ | 3,014,573 | | | $ | 3,087,551 | |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| General and administrative expense: | | | | | |
| Northern homebuilding | $ | 42,908 | | | $ | 36,827 | | | $ | 36,659 | |
Southern homebuilding | 76,200 | | | 65,078 | | | 61,775 | |
Financial services (a) | 52,826 | | | 45,115 | | | 41,813 | |
Segment general and administrative expense | $ | 171,934 | | | $ | 147,020 | | | $ | 140,247 | |
Corporate and unallocated general and administrative expense | 86,488 | | | 75,745 | | | 74,564 | |
| Total general and administrative expense | $ | 258,422 | | | $ | 222,765 | | | $ | 214,811 | |
| | | | | |
| Selling expense: | | | | | |
| Northern homebuilding | $ | 95,680 | | | $ | 81,847 | | | $ | 80,142 | |
Southern homebuilding | 136,198 | | | 124,860 | | | 109,698 | |
Financial services (a) | — | | | — | | | — | |
Segment selling expense | $ | 231,878 | | | $ | 206,707 | | | $ | 189,840 | |
Corporate and unallocated selling expense | 2,495 | | | 2,235 | | | 1,740 | |
| Total selling expense: | $ | 234,373 | | | $ | 208,942 | | | $ | 191,580 | |
| | | | | |
| Operating income (loss): | | | | | |
| Northern homebuilding | $ | 281,099 | | | $ | 176,320 | | | $ | 217,499 | |
Southern homebuilding | 450,598 | | | 440,168 | | | 451,874 | |
Financial services (a) | 63,380 | | | 48,714 | | | 44,382 | |
Segment operating income | $ | 795,077 | | | $ | 665,202 | | | $ | 713,755 | |
Corporate selling, general and administrative expense | (88,983) | | | (77,980) | | | (76,304) | |
Total operating income (a) | $ | 706,094 | | | $ | 587,222 | | | $ | 637,451 | |
| | | | | |
Interest (income) expense - net: | | | | | |
| Northern homebuilding | $ | (228) | | | $ | (186) | | | $ | (469) | |
| Southern homebuilding | (2,554) | | | (1,703) | | | (1,447) | |
Financial services (a) | 13,698 | | | 10,360 | | | 5,122 | |
Segment Interest (income) expense - net | $ | 10,916 | | | $ | 8,471 | | | $ | 3,206 | |
Corporate Interest (income) expense - net | (38,430) | | | (28,493) | | | (956) | |
Total interest (income) expense - net | $ | (27,514) | | | $ | (20,022) | | | $ | 2,250 | |
| | | | | |
Other income (b) | $ | — | | | $ | (33) | | | $ | (6) | |
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| | | | | |
| Income before income taxes | $ | 733,608 | | | $ | 607,277 | | | $ | 635,207 | |
(a)Our financial services operational results should be viewed in connection with our homebuilding business as its operations originate loans and provide title services primarily for our homebuyers, with the exception of a small amount of mortgage refinancing.
(b)Other income is comprised of the equity in (income) loss from joint venture arrangements.
The following table show supplemental segment information regarding depreciation and amortization expense for years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2024 | | 2023 | | 2022 |
| Depreciation and amortization: | | | | | |
| Northern homebuilding | $ | 3,787 | | | $ | 3,673 | | | $ | 3,308 | |
| Southern homebuilding | 3,636 | | | 2,965 | | | 2,790 | |
| Financial services | 1,130 | | | 810 | | | 2,178 | |
Segment depreciation and amortization | $ | 8,553 | | | $ | 7,448 | | | $ | 8,276 | |
| Corporate | 8,833 | | | 8,343 | | | 8,898 | |
| Total depreciation and amortization | $ | 17,386 | | | $ | 15,791 | | | $ | 17,174 | |
The following tables show total assets by segment at December 31, 2024 and 2023:
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| December 31, 2024 |
| (In thousands) | Northern | | Southern | | Financial Services | | Segment Total | | Corporate and unallocated | | Total |
| Deposits on real estate under option or contract | $ | 12,209 | | | $ | 57,274 | | | $ | — | | | $ | 69,483 | | | $ | — | | | $ | 69,483 | |
Inventory (a) | 1,041,713 | | | 1,980,666 | | | — | | | 3,022,379 | | | — | | | 3,022,379 | |
| Investments in joint venture arrangements | — | | | 65,334 | | | — | | | 65,334 | | | — | | | 65,334 | |
| Other assets | 37,721 | | | 132,316 | | (b) | 370,558 | | | 540,595 | |
| 852,005 | | | 1,392,600 | |
| Total assets | $ | 1,091,643 | | | $ | 2,235,590 | | | $ | 370,558 | | | $ | 3,697,791 | | | $ | 852,005 | | | $ | 4,549,796 | |
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| December 31, 2023 |
| (In thousands) | Northern | | Southern | | Financial Services | | Segment Total | | Corporate and unallocated | | Total |
| Deposits on real estate under option or contract | $ | 8,990 | | | $ | 42,618 | | | $ | — | | | $ | 51,608 | | | $ | — | | | $ | 51,608 | |
Inventory (a) | 1,016,982 | | | 1,728,561 | | | — | | | 2,745,543 | | | — | | | 2,745,543 | |
| Investments in joint venture arrangements | — | | | 44,011 | | | — | | | 44,011 | | | — | | | 44,011 | |
| Other assets | 37,171 | | | 104,306 | | (b) | 243,176 | | | 384,653 | | | 796,625 | | | 1,181,278 | |
| Total assets | $ | 1,063,143 | | | $ | 1,919,496 | | | $ | 243,176 | | | $ | 3,225,815 | | | $ | 796,625 | | | $ | 4,022,440 | |
(a)Inventory includes single-family lots, land and land development costs; land held for sale; homes under construction; model homes and furnishings; community development district infrastructure; and consolidated inventory not owned.
(b)Includes development reimbursements from local municipalities.
Reportable Segments
The following table presents, by reportable segment, selected operating and financial information as of and for the years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2024 | | 2023 | | 2022 |
| Northern Region | | | | | |
| Homes delivered | 3,873 | | | 3,169 | | | 3,581 | |
| New contracts, net | 3,761 | | | 3,361 | | | 2,747 | |
| Backlog at end of period | 1,136 | | | 1,248 | | | 1,056 | |
| Average sales price of homes delivered | $ | 490 | | | $ | 479 | | | $ | 478 | |
| Average sales price of homes in backlog | $ | 561 | | | $ | 531 | | | $ | 523 | |
| Aggregate sales value of homes in backlog | $ | 636,862 | | | $ | 663,180 | | | $ | 552,451 | |
| Housing revenue | $ | 1,897,288 | | | $ | 1,519,488 | | | $ | 1,711,627 | |
| Land sale revenue | $ | 2,725 | | | $ | 4,455 | | | $ | 2,609 | |
Operating income homes (a) | $ | 280,505 | | | $ | 176,074 | | | $ | 217,309 | |
| Operating income land | $ | 594 | | | $ | 246 | | | $ | 190 | |
| Number of average active communities | 95 | | | 101 | | | 92 | |
| Number of active communities, end of period | 90 | | | 102 | | | 98 | |
| Southern Region | | | | | |
| Homes delivered | 5,182 | | | 4,943 | | | 4,785 | |
| New contracts, net | 4,823 | | | 4,616 | | | 3,921 | |
| Backlog at end of period | 1,395 | | | 1,754 | | | 2,081 | |
| Average sales price of homes delivered | $ | 478 | | | $ | 485 | | | $ | 480 | |
| Average sales price of homes in backlog | $ | 547 | | | $ | 520 | | | $ | 551 | |
| Aggregate sales value of homes in backlog | $ | 762,821 | | | $ | 912,463 | | | $ | 1,145,719 | |
| Housing revenue | $ | 2,478,541 | | | $ | 2,394,884 | | | $ | 2,298,800 | |
| Land sale revenue | $ | 9,910 | | | $ | 20,846 | | | $ | 32,162 | |
Operating income homes (a) | $ | 447,483 | | | $ | 437,054 | | | $ | 440,329 | |
| Operating income land | $ | 3,115 | | | $ | 3,114 | | | $ | 11,545 | |
| Number of average active communities | 121 | | | 101 | | | 86 | |
| Number of active communities, end of period | 130 | | | 111 | | | 98 | |
| Total Homebuilding Regions | | | | | |
| Homes delivered | 9,055 | | | 8,112 | | | 8,366 | |
| New contracts, net | 8,584 | | | 7,977 | | | 6,668 | |
| Backlog at end of period | 2,531 | | | 3,002 | | | 3,137 | |
| Average sales price of homes delivered | $ | 483 | | | $ | 483 | | | $ | 479 | |
| Average sales price of homes in backlog | $ | 553 | | | $ | 525 | | | $ | 541 | |
| Aggregate sales value of homes in backlog | $ | 1,399,683 | | | $ | 1,575,643 | | | $ | 1,698,170 | |
| Housing revenue | $ | 4,375,829 | | | $ | 3,914,372 | | | $ | 4,010,427 | |
| Land sale revenue | $ | 12,635 | | | $ | 25,301 | | | $ | 34,771 | |
Operating income homes (a) | $ | 727,988 | | | $ | 613,128 | | | $ | 657,638 | |
| Operating income land | $ | 3,709 | | | $ | 3,360 | | | $ | 11,735 | |
| Number of average active communities | 216 | | | 202 | | | 179 | |
| Number of active communities, end of period | 220 | | | 213 | | | 196 | |
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| Total liabilities | $ | 1,284,004 | |
| Shareholders’ equity | $ | 2,885,942 | |
Summarized Statement of Income Data
| | | | | |
| | Year Ended |
| (In thousands) | December 31, 2024 |
| Revenues | $ | 4,388,464 | |
| Land and housing costs | $ | 3,305,781 | |
| Selling, general and administrative expense | $ | 438,390 | |
| Income before income taxes | $ | 685,505 | |
| Net income | $ | 524,849 | |
Weighted Average Borrowings. In 2024 and 2023, our weighted average borrowings outstanding were $723.4 million and $749.7 million, respectively, with a weighted average interest rate of 5.32% and 5.33%, respectively. The decrease in our weighted average borrowings related to decreased borrowings under our then-outstanding M/I Financial credit facilities during 2024 compared to 2023.
At both December 31, 2024 and December 31, 2023, we had no borrowings outstanding under the Credit Facility. To the extent we elect to borrow under the Credit Facility during 2025, the actual amount borrowed and the related timing will be subject to numerous factors, which are subject to significant variation as a result of the timing and amount of land and house construction expenditures, payroll and other general and administrative expenses, and cash receipts from home deliveries. The amount borrowed will also be impacted by other cash receipts and payments, any capital markets transactions or other additional financings by the Company, any repayments or redemptions of outstanding debt, any additional share repurchases under the 2025 Share Repurchase Program and any other extraordinary events or transactions. The Company may also experience significant variation in cash and Credit Facility balances from week to week due to the timing of such receipts and payments.
There were $80.4 million of letters of credit issued and outstanding under the Credit Facility at December 31, 2024. During 2024, the average daily amount of letters of credit outstanding under the Credit Facility was $76.3 million and the maximum amount of letters of credit outstanding under the Credit Facility was $86.5 million.
At December 31, 2024, M/I Financial had $286.2 million outstanding under the MIF Mortgage Repurchase Facility. During 2024, the average daily amount outstanding under our then-outstanding MIF credit facilities was $17.3 million and the maximum amount outstanding was $286.2 million, which occurred during December.
Universal Shelf Registration. In June 2022, the Company filed a universal shelf registration statement with the SEC, which registration statement became effective upon filing and will expire in June 2025. Pursuant to the registration statement, the Company may, from time to time, offer debt securities, common shares, preferred shares, depositary shares, warrants to purchase debt securities, common shares, preferred shares, depositary shares or units of two or more of those securities, rights to purchase debt securities, common shares, preferred shares or depositary shares, stock purchase contracts and units. The timing and amount of offerings, if any, will depend on market and general business conditions.
INTEREST RATES AND INFLATION
Our business is significantly affected by general economic conditions within the United States and, particularly, by the impact of interest rates and inflation. These macroeconomic trends have pressured housing affordability, negatively impacted homebuyer sentiment and impacted the costs of financing land development activities and housing construction.
The annual rate of inflation in the United States was 2.9% in December 2024, as measured by the Consumer Price Index, up slightly from prior quarter, and down from 3.4% in December 2023. As the rate of inflation has declined from 2022’s historic levels, our costs have stabilized. However, continued increases in inflation rates could impact our costs, potentially reduce our gross margins, reduce the purchasing power of potential homebuyers, and negatively impact their ability and desire to buy a home.
Mortgage interest rates have hovered around 7% since the end of 2023. During the second half of 2024, the Federal Reserve reduced interest rates by 100 basis points. High mortgage interest rates have made it more difficult for homebuyers to qualify for mortgages or to obtain mortgages at interest rates that are acceptable to them. We plan to help combat high interest costs in 2025 by offering interest rate buydowns to potential homebuyers. We believe that offering mortgage interest rate buydown incentives may cause otherwise hesitant potential homebuyers to decide to enter the homebuying market due to the improved affordability of obtaining a mortgage, and we believe we are well prepared to address increased demand in our markets with our current land position and open communities. However, offering sales incentives, such as interest rate buydowns, may reduce our margins from the record level we achieved in 2024.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary market risk results from fluctuations in interest rates. We are exposed to interest rate risk through borrowings under our revolving credit facilities, consisting of the Credit Facility and the MIF Mortgage Repurchase Facility which permitted borrowings of up to $950.0 million at December 31, 2024, subject to availability constraints. Additionally, M/I Financial is exposed to interest rate risk associated with its mortgage loan origination services.
Interest Rate Lock Commitments: Interest rate lock commitments (“IRLCs”) are extended to certain homebuying customers who have applied for a mortgage loan and meet certain defined credit and underwriting criteria. Typically, the IRLCs will have a duration of less than six months; however, in certain markets, the duration could extend to twelve months.
Some IRLCs are committed to a specific third-party investor through the use of whole loan delivery commitments matching the exact terms of the IRLC loan. Uncommitted IRLCs are considered derivative instruments and are fair value adjusted, with the resulting gain or loss recorded in current earnings.
Forward Sales of Mortgage-Backed Securities: Forward sales of mortgage-backed securities (“FMBSs”) are used to protect uncommitted IRLC loans against the risk of changes in interest rates between the lock date and the funding date. FMBSs related to uncommitted IRLCs are classified and accounted for as non-designated derivative instruments and are recorded at fair value, with gains and losses recorded in current earnings.
Mortgage Loans Held for Sale: Mortgage loans held for sale consist primarily of single-family residential loans collateralized by the underlying property. During the period between when a loan is closed and when it is sold to an investor, the interest rate risk is covered through the use of a whole loan contract or by FMBSs. The FMBSs are classified and accounted for as non-designated derivative instruments, with gains and losses recorded in current earnings.
The table below shows the notional amounts of our financial instruments at December 31, 2024 and 2023:
| | | | | | | | | | | |
| December 31, |
| Description of Financial Instrument (in thousands) | 2024 | | 2023 |
|
| Uncommitted IRLCs | $ | 215,696 | | | $ | 174,274 | |
| FMBSs related to uncommitted IRLCs | 228,000 | | | 174,000 | |
| Whole loan contracts and related mortgage loans held for sale | 17,667 | | | 10,398 | |
| FMBSs related to mortgage loans held for sale | 252,000 | | | 152,000 | |
| Mortgage loans held for sale covered by FMBSs | 276,140 | | | 160,547 | |
The table below shows the measurement of assets and liabilities at December 31, 2024 and 2023:
| | | | | | | | | | | |
| December 31, |
| Description of Financial Instrument (in thousands) | 2024 | | 2023 |
| Mortgage loans held for sale | $ | 283,540 | | | $ | 176,329 | |
| Forward sales of mortgage-backed securities | 2,946 | | | (7,220) | |
| Interest rate lock commitments | 532 | | | 3,617 | |
| Whole loan contracts | (864) | | | (335) | |
| Total | $ | 286,154 | | | $ | 172,391 | |
The following table sets forth the amount of gain (loss) recognized on assets and liabilities for the years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| Description (in thousands) | 2024 | | 2023 | | 2022 |
| Mortgage loans held for sale | $ | (6,746) | | | $ | 6,739 | | | $ | 407 | |
| Forward sales of mortgage-backed securities | 10,166 | | | (4,215) | | | (7,482) | |
| Interest rate lock commitments | (3,085) | | | 2,829 | | | 1,282 | |
| Whole loan contracts | (529) | | | 43 | | | (323) | |
Total gain (loss) recognized | $ | (194) | | | $ | 5,396 | | | $ | (6,116) | |
The following table provides the expected future cash flows and current fair values of borrowings under our credit facilities and mortgage loan origination services that are subject to market risk as interest rates fluctuate, as of December 31, 2024. Because the MIF Mortgage Repurchase Facility is effectively secured by certain mortgage loans held for sale which are typically sold within 30 to 45 days, its outstanding balance is included in the most current period presented. The interest rates for our variable rate debt represent the weighted average interest rates in effect at December 31, 2024. For fixed-rate debt, changes in interest rates generally affect the fair market value of the debt instrument, but not our earnings or cash flow. Conversely, for variable-rate debt, changes in interest rates generally do not affect the fair market value of the debt instrument but do affect our earnings and cash flow. We do not have the obligation to prepay fixed-rate debt prior to maturity, and, as a result, interest rate risk and changes in fair market value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance it.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Expected Cash Flows by Period | | Fair Value |
| (Dollars in thousands) | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | Thereafter | | Total | | 12/31/2024 |
| ASSETS: | | | | | | | | | | | | | | | |
| Mortgage loans held for sale: | | | | | | | | | | | | | | | |
| Fixed rate | $291,040 | | — | | — | | — | | — | | — | | $291,040 | | $283,540 |
| Weighted average interest rate | 5.74% | | — | | — | | — | | — | | — | | 5.74% | | |
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| LIABILITIES: | | | | | | | | | | | | | | | |
| Long-term debt — fixed rate | — | | — | | — | | $400,000 | | $— | | $300,000 | | $700,000 | | $651,250 |
| Weighted average interest rate | — | | — | | — | | 2.83% | | —% | | 1.69% | | 4.52% | | |
| Short-term debt — variable rate | $286,159 | | — | | — | | — | | — | | — | | $286,159 | | $286,159 |
| Weighted average interest rate | 6.19% | | — | | — | | — | | — | | — | | 6.19% | | |
Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of M/I Homes, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of M/I Homes, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Inventory - Refer to Notes 1, 3 and 4 to the financial statements
Critical Audit Matter Description
Inventory includes the costs of land acquisition, land development and home construction, capitalized interest, real estate taxes, direct overhead costs incurred during development and home construction, and common costs that benefit the entire community, less impairments, if any. Inventory is recorded at cost, unless events and circumstances indicate that the carrying value of the inventory is impaired, at which point the inventory is written down to fair value. Management assesses inventory for recoverability on a quarterly basis to determine if events or changes in local or national economic conditions indicate that the carrying amount of an asset may not be recoverable.
In conducting the review for impairment indicators, management evaluates certain qualitative and quantitative factors at the community level. This includes, among other things, margins on sales contracts in backlog; the margins on homes that have
been delivered; expected changes in margins with regard to future home sales over the life of the community and with regard to future land sales; the value of the land itself as well as any results from third-party appraisals; selling strategies; or alternative land uses (including disposition of all or a portion of the land owned).
Given the subjectivity in determining whether qualitative or quantitative impairment indicators are present for a community, management exercises significant judgment in the identification of whether impairment indicators are present. Accordingly, auditing management’s assessment of impairment indicators requires a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s identification of impairment indicators for inventory included the following, among others:
•We tested the effectiveness of controls over management’s evaluation of impairment indicators.
•We evaluated the reasonableness of management’s assessment of impairment indicators by:
◦Evaluating management's process for identifying qualitative impairment indicators by community and whether management appropriately considered such indicators.
◦Evaluating management's process for identifying quantitative impairment indicators by community and whether management appropriately considered such indicators.
◦Conducting a completeness assessment to determine whether additional impairment indicators were present during the period that were not identified by management.
/s/
February 14, 2025
We have served as the Company’s auditor since 1976.
M/I HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
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| Year Ended |
| (In thousands, except per share amounts) | 2024 | | 2023 | | 2022 |
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| Revenue | $ | | | | $ | | | | $ | | |
| Costs and expenses: | | | | | |
| Land and housing | $ | | | | $ | | | | $ | | |
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| Selling | | | | | | | | |
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| Other income | | | | () | | | () | |
Interest (income) expense - net | () | | | () | | | | |
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| Total costs and expenses | $ | | | | $ | | | | $ | | |
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| Income before income taxes | | | | | | | | |
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| Net income | $ | | | | $ | | | | $ | | |
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See Notes to Consolidated Financial Statements.
M/I HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2024 | | 2023 | | 2022 |
| OPERATING ACTIVITIES: | | | | | |
| Net income | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | |
| Impairment of inventory and investment in joint venture arrangements | | | | | | | | |
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| Equity in income from joint venture arrangements | | | | () | | | () | |
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| Mortgage loan originations | () | | | () | | | () | |
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| Proceeds from the sale of mortgage loans | | | | | | | | |
| Fair value adjustment of mortgage loans held for sale | | | | () | | | () | |
| Capitalization of originated mortgage servicing rights | () | | | () | | | () | |
| Amortization of mortgage servicing rights | | | | | | | | |
(Gain) loss on sale of mortgage servicing rights | () | | | () | | | | |
| Depreciation | | | | | | | | |
| Amortization of debt issue costs | | | | | | | | |
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| Stock-based compensation expense | | | | | | | | |
Deferred income tax expense (benefit) | | | | | | | () | |
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Excess tax benefits on equity compensation | () | | | () | | | () | |
| Change in assets and liabilities: | | | | | |
| Inventory | () | | | | | | () | |
| Other assets | () | | | | | | () | |
| Accounts payable | () | | | () | | | () | |
| Customer deposits | () | | | () | | | () | |
| Accrued compensation | | | | | | | | |
| Other liabilities | | | | () | | | | |
Net cash provided by operating activities | | | | | | | | |
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| INVESTING ACTIVITIES: | | | | | |
| Purchase of property and equipment | () | | | () | | | () | |
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| Return of capital from joint venture arrangements | | | | | | | | |
| Investment in and advances to joint venture arrangements | () | | | () | | | () | |
| Proceeds from sale of mortgage servicing rights | | | | | | | | |
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| Net cash used in investing activities | () | | | () | | | () | |
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| FINANCING ACTIVITIES: | | | | | |
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| Proceeds from bank borrowings - homebuilding operations | | | | | | | | |
| Repayments of bank borrowings - homebuilding operations | | | | | | | () | |
Net proceeds from (Net repayments of) bank borrowings - financial services operations | | | | () | | | () | |
(Principal repayments of) proceeds from notes payable-other and community development
district bond obligations | | | | | | | () | |
| Repurchase of common shares | () | | | () | | | () | |
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| Debt issue costs | () | | | () | | | () | |
| Proceeds from exercise of stock options | | | | | | | | |
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Net cash used in financing activities | () | | | () | | | () | |
Net increase in cash, cash equivalents and restricted cash | | | | | | | | |
| Cash, cash equivalents and restricted cash balance at beginning of period | | | | | | | | |
| Cash, cash equivalents and restricted cash balance at end of period | $ | | | | $ | | | | $ | | |
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| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | |
| Cash paid during the year for: | | | | | |
| Interest — net of amount capitalized | $ | () | | | $ | | | | $ | | |
| Income taxes | $ | | | | $ | | | | $ | | |
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| NON-CASH TRANSACTIONS DURING THE PERIOD: | | | | | |
| Community development district infrastructure | $ | () | | | $ | () | | | $ | | |
| Consolidated inventory not owned | $ | () | | | $ | | | | $ | | |
| Distribution of single-family lots from joint venture arrangements | $ | | | | $ | | | | $ | | |
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| Office furnishings, leasehold improvements, computer equipment and computer software | 3-7 years |
Transportation and construction equipment | 5-25 years |
Depreciation expense was $ million, $ million and $ million in 2024, 2023 and 2022, respectively.
million, which is included as Goodwill in our Consolidated Balance Sheets. This amount was based on the estimated fair values of the acquired assets and assumed liabilities at the date of the acquisition in accordance with ASC 350, Intangibles, Goodwill and Other (“ASC 350”). The Company performed its annual goodwill impairment analysis during the fourth quarter of 2024, and no impairment was recorded at December 31, 2024. See Note 12 to the Company’s Consolidated Financial Statements for further discussion. | | $ | | | | Mortgage servicing rights | | | | | |
| Prepaid expenses | | | | | |
| Prepaid acquisition costs | | | | | |
Other (a) | | | | | |
| Total other assets | $ | | | | $ | | |
(a) The increase of Other in 2024 compared to prior year is due to certain receivables not being collected prior to year end.
million and $ million, respectively, are included in Other Liabilities on the Consolidated Balance Sheets. See Note 8 to our Consolidated Financial Statements for additional information related to our warranty reserves. million and $ million, respectively, are included in Other Liabilities on the Consolidated Balance Sheets. The Company recorded expenses totaling $ million, $ million and $ million for all self-insured and general liability claims during the years ended December 31, 2024, 2023 and 2022, respectively. | | $ | | | | Warranty | | | | | |
| Payroll and other benefits | | | | | |
| Other | | | | | |
| Total other liabilities | $ | | | | $ | | |
and loans, respectively, for a total value of $ million and $ million, respectively. We recognize financial services revenue associated with our title operations as homes are delivered, closing services are rendered, and title policies are issued, all of which generally occur simultaneously as each home is delivered. All of the underwriting risk associated with title insurance policies is transferred to third-party insurers. | $ | | The risk-free interest rate is based upon the U.S. Treasury constant maturity rate at the date of the grant. Expected volatility is based on an average of (1) historical volatility of the Company’s stock and (2) implied volatility from traded options on the Company’s stock. The risk-free rate for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the stock option award is granted, with a maturity equal to the expected term of the stock option award granted. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The expected life of stock option awards granted is derived from historical exercise experience under the Company’s share-based payment plans, and represents the period of time that stock option awards granted are expected to be outstanding.
Total stock-based compensation expense related to stock option awards that has been charged against income was $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively, relating to the 2018 LTIP and the 2009 LTIP. As of December 31, 2024, there was a total of $ million of unrecognized compensation expense related to unvested stock option awards that will be recognized as stock-based compensation expense as the awards vest over a weighted average period of years for the service awards.
Employee Restricted Share Units
In lieu of issuing stock option awards, on February 15, 2024, the Company awarded certain of its employees restricted share units under the 2018 LTIP, at a price of $ (the closing price of our common shares on the New York Stock Exchange on such date) that vest ratably over a three-year period (subject to the employee’s continued service on the vesting date (except in certain circumstances)) and will be settled in common shares. Stock-based compensation expense for our employee restricted share units is recognized over the vesting period applicable to the award (amortized over three years). The Company recognized compensation expense related to the awards of $ million in 2024. As of December 31, 2024, there was a total of $ million of unrecognized compensation expense related to unvested restricted share units that will be recognized as stock-based compensation expense over a weighted average period of years.
| | $ | | | | Granted | | | | |
Vested | — | | | $ | — | |
| Forfeited | () | | | |
Employee RSUs outstanding at December 31, 2024 | | | | $ | | |
Director Restricted Stock Units
In 2024, the Company awarded each non-employee director restricted stock units, for a total of restricted stock units, under the 2018 LTIP which will vest on the first anniversary of the date of grant (subject to the non-employee director’s continued service on the Board of Directors on the vesting date (except in the case of death or disability)) and will be settled in common shares upon the director’s termination of service as a director. The Company awarded its non-employee directors a total of and restricted stock units under the 2018 LTIP during the years ended December 31, 2023 and 2022, respectively. The grant date fair value for the director restricted stock units is based upon the closing price of our common shares on the date of grant. Stock-based compensation expense for our director restricted stock units is recognized over the vesting period applicable to the award (amortized over one year). The Company recognized stock-based compensation expense related to the awards of $ million in 2024, $ million in 2023 and $ million in 2022. As of December 31, 2024, there
million of unrecognized compensation expense related to director restricted stock units that will be recognized as stock-based compensation expense in 2025. | | $ | | | | Granted | | | | |
Exercised | — | | | — | |
| Forfeited | — | | | — | |
Director RSUs outstanding at December 31, 2024 | | | | $ | | |
Vested or expected to vest at December 31, 2024 | | | | $ | | |
Director Stock Units
On May 5, 2009, the Company’s Board of Directors terminated the M/I Homes, Inc. 2006 Director Equity Incentive Plan (the “Director Equity Plan”). Awards outstanding under the Director Equity Plan remain in effect in accordance with their respective terms. At December 31, 2024, there were stock units outstanding under the Director Equity Plan with a value of $ million. Each stock unit is the equivalent of one common share, vests immediately and will be converted into a common share upon termination of service as a director. The grant date fair value for the director stock units is based upon the closing price of our common shares on the date of grant. Stock-based compensation expense for our director stock units is recognized at the date of grant.
Performance Share Unit Awards
On February 15, 2024, February 15, 2023 and February 17, 2022, the Company awarded its executive officers (in the aggregate) a target number of PSU’s under the 2018 LTIP equal to , and PSU’s, respectively. Each PSU represents a contingent right to receive one common share of the Company if vesting is satisfied at the end of a three-year performance period (the “Performance Period”) based on the related performance conditions and market conditions. The ultimate number of PSU’s that will vest and be earned, if any, after the completion of the Performance Period, is based on (1) (a) the Company’s cumulative annual pre-tax income from operations, excluding extraordinary items as defined in the underlying award agreements with the executive officers, over the Performance Period (weighted %) (the “Performance Condition”), and (b) the Company’s relative total shareholder return over the Performance Period compared to the total shareholder return of a peer group of other publicly-traded homebuilders (weighted %) (the “Market Condition”) and (2) the participant’s continued employment through the end of the Performance Period, except in the case of termination due to death, disability or retirement or involuntary termination without cause by the Company. The number of PSU’s that vest may increase by up to 50% from the target number based on levels of achievement of the above criteria as set forth in the applicable award agreements and decrease to zero if the Company fails to meet the minimum performance levels for both of the above criteria. If the Company achieves the minimum performance levels for both of the above criteria, 50% of the target number of PSU’s will vest and be earned. Any portion of PSU’s that does not vest at the end of the Performance Period will be forfeited. Additionally, the PSU’s have no dividend or voting rights during the Performance Period.
The grant date fair value for PSU’s with a market condition (as defined in ASC 718) is estimated using the Monte Carlo simulation methodology, and the grant date fair value for PSU’s with a performance condition (as defined in ASC 718) is based upon the closing price of our common shares on the date of grant. The grant date fair value of the portion of the PSU’s subject to the Performance Condition and the Market Condition component was $ and $, respectively, for the 2024 PSU’s, $ and $, respectively, for the 2023 PSU’s, and $ and $, respectively, for the 2022 PSU’s. In accordance with ASC 718, for the portion of the PSU’s subject to a Market Condition, stock-based compensation expense is derived using the Monte Carlo simulation methodology and is recognized ratably over the service period regardless of whether or not the attainment of the Market Condition is probable. Therefore, the Company recognized $ million in stock-based compensation expense during 2024 related to the Market Condition portion of the 2024, 2023 and 2022 PSU awards. There was a total of $ million of unrecognized stock-based compensation expense related to the Market Condition portion of the 2024 and 2023 PSU awards as of December 31, 2024. At December 31, 2024, the Market Condition for the 2022 PSU awards was met. Based on these results and board approval, PSU’s vested during the first quarter of 2025 with respect to the portion of the 2022 PSU’s subject to the Market Condition.
million as of December 31, 2024, for which $ million would be immediately recognized as if attainment had been probable at December 31, 2024. The Company recognized $ million of stock-based compensation expense related to the Performance Condition portion of the 2023 PSU awards during 2024 based on the probability of attaining the Performance Conditions. The Company has $ million of unrecognized stock-based compensation expense related to the Performance Condition portion of the 2023 PSU awards at December 31, 2024. The Company recognized $ million of stock-based compensation expense related to the Performance Condition portion of the 2022 PSU awards as of December 31, 2024 based on the achievement of the maximum performance level. Based on these results and board approval, PSU’s vested during the first quarter of 2025 with respect to the portion of the 2022 PSU awards subject to the Performance Condition. | | $ | | | | | | | $ | | | | Granted | | | | | | | | | |
Adjustment for performance results achieved (b) | | | | | | | | | |
Vested | () | | | | | () | | | |
| Forfeited | — | | | | | — | | | |
PSUs outstanding at December 31, 2024 | | | | $ | | | | | | | $ | | |
(a) Intrinsic value is defined as the amount by which the fair value of the underlying common shares exceeds the exercise price of the award.
(b) The adjustment for performance results achieved for the PSU’s granted in 2021 that vested during the first quarter of 2024. Deferred Compensation Plans
The purpose of the Company’s Amended and Restated Executives’ Deferred Compensation Plan (the “Executive Plan”), a non-qualified deferred compensation plan, is to provide an opportunity for certain eligible employees of the Company to defer a portion of their compensation and to invest in the Company’s common shares. The purpose of the Company’s Amended and Restated Director Deferred Compensation Plan (the “Director Plan”) is to provide its directors with an opportunity to defer their director compensation and to invest in the Company’s common shares.
Compensation expense deferred into the Executive Plan and the Director Plan (together the “Plans”) totaled $ million for the year ended December 31, 2024, $ million in 2023 and $ million in 2022. The portion of cash compensation deferred by employees and directors under the Plans is invested in fully-vested equity units in the Plans. One equity unit is the equivalent of one common share. Equity units and the related dividends (if any) will be converted and generally distributed to the employee or director in the form of common shares at the earlier of his or her elected distribution date or termination of service as an employee or director of the Company. Distributions from the Plans totaled $ million, $ million, and $ million during the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there were a total of equity units with a value of $ million outstanding under the Plans. The aggregate fair market value of these units at December 31, 2024, based on the closing price of the underlying common shares, was approximately $ million, and the associated deferred tax benefit the Company would recognize if the outstanding units were distributed was $ million as of December 31, 2024. Common shares are issued from treasury shares upon distribution of equity units from the Plans.
| | $ | | | Additions | | | | |
Dividends | — | | | — | |
Distributions | () | | | | |
Deferred Compensation Equity Units outstanding at December 31, 2024 | | | | $ | | |
Profit Sharing and Retirement Plan
The Company has a profit-sharing and retirement plan that covers substantially all Company employees and permits participants to make contributions to the plan on a pre-tax basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended. Company contributions to the plan are also made at the discretion of the Company’s Board of Directors based on the Company’s profitability and resulted in a $ million, $ million and $ million expense (net of plan expenses) for the years ended December 31, 2024, 2023 and 2022, respectively.
NOTE 3.
million and $ million at December 31, 2024 and 2023, respectively. The fair value of the Company’s forward sales contracts to broker/dealers solely considers the market price movement of the same type of security between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.
Interest Rate Lock Commitments. IRLCs are extended to certain homebuying customers who have applied for a mortgage loan and meet certain defined credit and underwriting criteria. Typically, the IRLCs will have a term of less than six months; however, in certain markets, the term could extend to twelve months.
Some IRLCs are committed to a specific third-party investor through the use of whole loan delivery commitments matching the exact terms of the IRLC loan. Uncommitted IRLCs are considered derivative instruments and are fair value adjusted, with the resulting gain or loss recorded in current earnings.
Forward Sales of Mortgage-Backed Securities. FMBSs are used to protect uncommitted IRLC loans against the risk of changes in interest rates between the lock date and the funding date. FMBSs related to uncommitted IRLCs and FMBSs related to mortgage loans held for sale are classified and accounted for as non-designated derivative instruments and are recorded at fair value, with gains and losses recorded in current earnings.
Mortgage Loans Held for Sale. Mortgage loans held for sale consists primarily of single-family residential loans collateralized by the underlying property. Generally, all of the mortgage loans and related servicing rights are sold to third-party investors shortly after origination. During the period between when a loan is closed and when it is sold to an investor, the interest rate risk is covered through the use of a whole loan contract or by FMBSs.
| | $ | | | | FMBSs related to uncommitted IRLCs | | | | | |
| Whole loan contracts and related mortgage loans held for sale | | | | | |
| FMBSs related to mortgage loans held for sale | | | | | |
| Mortgage loans held for sale covered by FMBSs | | | | | |
) | | $ | | | | $ | | | | Forward sales of mortgage-backed securities | | | | () | | | () | |
| Interest rate lock commitments | () | | | | | | | |
| Whole loan contracts | () | | | | | | () | |
Total gain (loss) recognized | $ | () | | | $ | | | | $ | () | |
| | Other liabilities | | $ | — | | | Interest rate lock commitments | | Other assets | | | | | Other liabilities | | — | |
| Whole loan contracts | | Other assets | | — | | | Other liabilities | | | |
| Total fair value measurements | | | | $ | | | | | | $ | | |
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| | Asset Derivatives | | Liability Derivatives |
| | December 31, 2023 | | December 31, 2023 |
| Description of Derivatives | | Balance Sheet
Location | | Fair Value
(in thousands) | | Balance Sheet Location | | Fair Value
(in thousands) |
| Forward sales of mortgage-backed securities | | Other assets | | $ | — | | | Other liabilities | | $ | | |
| Interest rate lock commitments | | Other assets | | | | | Other liabilities | | — | |
| Whole loan contracts | | Other assets | | — | | | Other liabilities | | | |
| Total fair value measurements | | | | $ | | | | | | $ | | |
Assets Measured on a Non-Recurring Basis
The Company assesses inventory for recoverability on a quarterly basis if events or changes in local or national economic conditions indicate that the carrying amount of an asset may not be recoverable. Our determination of fair value is based on projections and estimates, which are Level 3 measurement inputs. For further explanation of the Company’s policy regarding our assessment of recoverability for assets measured on a non-recurring basis, see Note 1 to our Consolidated Financial Statements. The table below shows the level and measurement of assets measured on a non-recurring basis for the years ended December 31, 2024, 2023 and 2022: | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| Description (in thousands) | Fair Value Hierarchy | 2024 | | 2023 (2) | | 2022 (2) |
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Adjusted basis of inventory (1) | Level 3 | $ | | | | $ | | | | $ | | |
| Total losses | | | | | | | | | |
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Initial basis of inventory | | $ | | | | $ | | | | $ | | |
(1)The fair values in the table above represent only assets whose carrying values were adjusted in the respective period.
(2)The carrying values for these assets may have subsequently increased or decreased from the fair value reported due to activities that have occurred since the measurement date.
Financial Instruments
Counterparty Credit Risk. To reduce the risk associated with losses that would be recognized if counterparties failed to perform as contracted, the Company limits the entities with whom management can enter into commitments. This risk of accounting loss is the difference between the market rate at the time of non-performance by the counterparty and the rate to which the Company committed.
| | $ | | | | $ | | | | $ | | | | Mortgage loans held for sale | | Level 2 | | | | | | | | | | | | |
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| Interest rate lock commitments | | Level 2 | | | | | | | | | | | | |
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| Forward sales of mortgage-backed securities | | Level 2 | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | |
| Notes payable - homebuilding operations | | Level 2 | | | | | | | | | | | | |
| Notes payable - financial services operations | | Level 2 | | | | | | | | | | | | |
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Senior notes due 2028 (a) | | Level 2 | | | | | | | | | | | | |
Senior notes due 2030 (a) | | Level 2 | | | | | | | | | | | | |
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| Whole loan contracts for committed IRLCs and mortgage loans held for sale | | Level 2 | | | | | | | | | | | | |
| Forward sales of mortgage-backed securities | | Level 2 | | | | | | | | | | | | |
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2027 | | |
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| Thereafter | | |
| Total lease payments | | |
| Less: Imputed interest | () | |
| Total operating lease liability | $ | | |
NOTE 10.
| % | | $ | | $ | |
| | % | | | |
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| | % | | | |
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| Total CDD bond obligations issued and outstanding | | $ | | $ | |
The Company records a liability for the estimated developer obligations that are probable and estimable and user fees that are required to be paid or transferred at the time the parcel or unit is sold to an end user. The Company reduces this liability by the corresponding Assessment assumed by property purchasers and the amounts paid by the Company at the time of closing and the transfer of the property. The Company recorded a $ million and $ million liability related to these CDD bond obligations as of December 31, 2024 and December 31, 2023, respectively, along with the related inventory infrastructure.
NOTE 11.
million and also includes an accordion feature pursuant to which the maximum borrowing availability may be increased to an aggregate of $ million, subject to obtaining additional commitments from lenders. The Credit Facility matures on . Interest on amounts borrowed under the Credit Facility is payable at multiple interest rate options including one, three or six month adjusted term SOFR (subject to a floor of %) plus a margin of 175 basis points (subject to adjustment in subsequent quarterly periods based on the Company’s leverage ratio). The available amount under the Credit Facility is computed in accordance with a borrowing base, which is calculated by applying various advance rates for different categories of inventory, and totaled $ billion of availability for additional senior debt at December 31, 2024. As a result, the full $ million commitment amount of the Credit Facility was available, less any borrowings and letters of credit outstanding. At December 31, 2024, there were borrowings outstanding and $ million of letters of credit outstanding, leaving a net remaining borrowing availability of $ million. The Credit Facility includes a $ million sub-facility for letters of credit.
The Company’s obligations under the Credit Facility are guaranteed by all of the Company’s subsidiaries, 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 (as defined in the Credit Facility), subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms of the Credit Facility and the indentures governing the Company’s $ million aggregate principal amount of % Senior Notes due 2030 (the “2030 Senior Notes”) and the Company’s $ million aggregate principal amount of % Senior Notes due 2028 (the “2028 Senior Notes”). The guarantors for the Credit Facility (the “Subsidiary Guarantors”) are the same subsidiaries that guarantee the 2030 Senior Notes and the 2028 Senior Notes.
The Company’s obligations under the Credit Facility are general, unsecured senior obligations of the Company and the Subsidiary Guarantors and rank equally in right of payment with all our and the Subsidiary Guarantors’ existing and future unsecured senior indebtedness. Our obligations under the Credit Facility are effectively subordinated to our and the Subsidiary Guarantors’ existing and future secured indebtedness with respect to any assets comprising security or collateral for such indebtedness.
The Credit Facility contains various representations, warranties and covenants which require, among other things, that the Company maintain (1) a minimum level of Consolidated Tangible Net Worth ($ billion at December 31, 2024 and subject to increase over time based on earnings and proceeds from equity offerings), (2) a leverage ratio not in excess of %, and (3) either a minimum Interest Coverage Ratio of to or a minimum amount of available liquidity. In addition, the Credit Facility contains covenants that limit the Company's number of unsold housing units and model homes, as well as the amount of Investments in Unrestricted Subsidiaries and Joint Ventures. At December 31, 2024, the Company was in compliance with all financial covenants of the Credit Facility.
Notes Payable - Financial Services
The MIF Mortgage Repurchase Facility provides a maximum borrowing availability of $ million and expires on . The MIF Mortgage Repurchase Facility is used to finance eligible residential mortgage loans originated by M/I Financial. M/I Financial pays interest on each advance under the MIF Mortgage Repurchase Facility at a per annum rate based on Daily Adjusting One-Month Term SOFR plus a margin as defined in the MIF Mortgage Repurchase Facility. The MIF Mortgage Repurchase Facility also contains certain financial covenants. At December 31, 2024, M/I Financial was in compliance with all financial covenants of the MIF Mortgage Repurchase Facility.
At December 31, 2024 and 2023, M/I Financial’s total combined maximum borrowing availability under its credit facilities was $ million. At December 31, 2024 and 2023, M/I Financial had $ million and $ million, respectively, in borrowings outstanding under the MIF Mortgage Repurchase Facility.
Senior Notes
As of both December 31, 2024 and 2023, we had $ million of our 2030 Senior Notes outstanding. The 2030 Senior Notes bear interest at a rate of % per year, payable semiannually in arrears on February 15 and August 15 of each year, and mature on . The Company may redeem some or all of the 2030 Senior Notes at any time prior to August 15, 2029 (the date that is six months prior to the maturity of the 2030 Senior Notes), at a redemption price equal to 100% of the
% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date.As of both December 31, 2024 and 2023, we had $ million of our 2028 Senior Notes outstanding. The 2028 Senior Notes bear interest at a rate of % per year, payable semiannually in arrears on February 1 and August 1 of each year, and mature on . We may redeem all or any portion of the 2028 Senior Notes on or after February 1, 2023 at a stated redemption price, together with accrued and unpaid interest thereon. The redemption price is equal to % of the principal amount outstanding if redeemed during the 12-month period beginning on February 1, 2025 and will decline to % of the principal amount outstanding if redeemed on or after February 1, 2026, but prior to maturity.
The 2030 Senior Notes contain certain covenants, as more fully described and defined in the indenture governing the 2030 Senior Notes, which limit the ability of the Company and the restricted subsidiaries to, among other things: incur certain liens securing indebtedness without equally and ratably securing the 2030 Senior Notes and the guarantees thereof; enter into certain sale and leaseback transactions; and consolidate or merge with or into other companies, liquidate or sell or otherwise dispose of all or substantially all of the Company’s assets. These covenants are subject to a number of exceptions and qualifications as described in the indenture governing the 2030 Senior Notes. As of December 31, 2024, the Company was in compliance with all terms, conditions, and covenants under the indenture.
The 2028 Senior Notes contain certain covenants, as more fully described and defined in the indenture governing the 2028 Senior Notes, which limit the ability of the Company and the restricted subsidiaries to, among other things: incur additional indebtedness; make certain payments, including dividends, or repurchase any shares, in an aggregate amount exceeding our “restricted payments basket” make certain investments; and create or incur certain liens, consolidate or merge with or into other companies, or liquidate or sell or transfer all or substantially all of our assets. These covenants are subject to a number of exceptions and qualifications as described in the indenture governing the 2028 Senior Notes. As of December 31, 2024, the Company was in compliance with all terms, conditions, and covenants under the indenture.
The 2030 Senior Notes and the 2028 Senior Notes are fully and unconditionally guaranteed jointly and severally on a senior unsecured basis by the Subsidiary Guarantors. The 2030 Senior Notes and the 2028 Senior Notes are general, unsecured senior obligations of the Company and the Subsidiary Guarantors and rank equally in right of payment with all our and the Subsidiary Guarantors’ existing and future unsecured senior indebtedness. The 2030 Senior Notes and the 2028 Senior Notes are effectively subordinated to our and the Subsidiary Guarantors’ existing and future secured indebtedness with respect to any assets comprising security or collateral for such indebtedness.
The indenture governing the 2028 Senior Notes limits our ability to pay dividends on, and repurchase, our common shares and any of our preferred shares then outstanding to the amount of the positive balance in our “restricted payments basket,” as defined in the indenture. The “restricted payments basket” is equal to $ million plus (1) % of our aggregate consolidated net income (or minus % of our aggregate consolidated net loss) from October 1, 2015, excluding income or loss from Unrestricted Subsidiaries (as defined in the indenture), plus (2) % of the net cash proceeds from either contributions to the common equity of the Company after December 1, 2015 or the sale of qualified equity interests after December 1, 2015, plus other items and subject to other exceptions. The positive balance in our restricted payments basket was $ million and $ million at December 31, 2024 and 2023, respectively. The determination to pay future dividends on, or make future repurchases of, our common shares will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, capital requirements and compliance with debt covenants, and other factors deemed relevant by our Board of Directors.
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Total | $ | | |
NOTE 12.
million, which is included as Goodwill in our Consolidated Balance Sheets. This amount was based on the estimated fair values of the acquired assets and liabilities at the date of the acquisition in accordance with ASC 350.
In accordance with ASC 350, the Company analyzes goodwill for impairment on an annual basis (or more often if indicators of impairment exist). The Company performs a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. When performing a qualitative assessment, the Company evaluates qualitative factors such as: (1) macroeconomic conditions, such as a deterioration in general economic conditions; (2) industry and market considerations, such as deterioration in the environment in which the entity operates; (3) cost factors, such as increases in raw materials and labor costs; and (4) overall financial performance, such as negative or declining cash flows or a decline in actual or planned revenue or earnings, to determine if it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then a quantitative assessment is performed to determine the reporting unit’s fair value. If the reporting unit’s carrying value exceeds its fair value, then an impairment loss is recognized for the amount of the excess of the carrying amount over the reporting unit’s fair value.
The Company performed its annual goodwill impairment analysis via a quantitative test during both the fourth quarters of 2024 and 2023, and there was no impairment recorded at either December 31, 2024 or December 31, 2023.
The evaluation of goodwill for possible impairment includes estimating fair value using one or a combination of valuation techniques, such as discounted cash flows. These valuations require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in capital expenditures, selling prices, profitability, and the cost of capital. Although the Company believes its assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce a materially different result.
NOTE 13.
| | $ | | | | $ | | | | | |
| | |
| DENOMINATOR | | | | | |
| Basic weighted average shares outstanding | | | | | | | | |
| Effect of dilutive securities: | | | | | |
| Stock option awards | | | | | | | | |
| Deferred compensation awards | | | | | | | | |
| | |
| Diluted weighted average shares outstanding - adjusted for assumed conversions | | | | | | | | |
| Earnings per common share | | | | | |
| Basic | $ | | | | $ | | | | $ | | |
| Diluted | $ | | | | $ | | | | $ | | |
| Anti-dilutive equity awards not included in the calculation of diluted earnings per common share | | | | | | | | |
NOTE 14.
million year-to-date tax benefit during 2024. At December 31, 2024, the Company’s total deferred tax assets were $ million which were offset by $ million of total deferred tax liabilities for a $ million net deferred tax asset which is reported on the Company’s Consolidated Balance Sheets. | $ | | | | Equity-based compensation | | | | |
| Inventory | | | | |
| Operating lease liabilities | | | | |
| State taxes | | | | |
| Net operating loss carryforward | | | | |
| Deferred charges | | | | |
| Total deferred tax assets | $ | | | $ | | |
| | |
| Deferred tax liabilities: | | |
| Federal effect of state deferred taxes | $ | | | $ | | |
| Depreciation | | | | |
| Operating lease right-of-use assets | | | | |
| Prepaid expenses | | | | |
|
| Total deferred tax liabilities | $ | | | $ | | |
| | |
| Net deferred tax asset | $ | | | $ | | |
| $ | | | $ | | | | State | | | | | | |
| $ | | | $ | | | $ | | |
| | | |
| (In thousands) | 2024 | 2023 | 2022 |
| Deferred: | | | |
| Federal | $ | | | $ | | | $ | () | |
| State | | | | | () | |
| $ | | | $ | | | $ | () | |
| Total | $ | | | $ | | | $ | | |
%, %, and %, respectively. | $ | | | $ | | | | State and local taxes – net of federal tax benefit | | | | | | |
|
|
|
|
| Equity Compensation | () | | () | | () | |
|
|
| | $ | | | | $ | | |
| Southern homebuilding | | | | | | | | |
Financial services (a) | | | | | | | | |
| Total revenue | $ | | | | $ | | | | $ | | |
| | | | | |
| Cost of Sales: | | | | | |
| Northern homebuilding | $ | | | | $ | | | | $ | | |
| Southern homebuilding | | | | | | |
Financial services (a) | | | | | | | | |
| Total cost of sales | $ | | | | $ | | | | $ | | |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| General and administrative expense: | | | | | |
| Northern homebuilding | $ | | | | $ | | | | $ | | |
Southern homebuilding | | | | | | | | |
Financial services (a) | | | | | | | | |
Segment general and administrative expense | $ | | | | $ | | | | $ | | |
Corporate and unallocated general and administrative expense | | | | | | | | |
| Total general and administrative expense | $ | | | | $ | | | | $ | | |
| | | | | |
| Selling expense: | | | | | |
| Northern homebuilding | $ | | | | $ | | | | $ | | |
Southern homebuilding | | | | | | | | |
Financial services (a) | | | | | | | | |
Segment selling expense | $ | | | | $ | | | | $ | | |
Corporate and unallocated selling expense | | | | | | | | |
| Total selling expense: | $ | | | | $ | | | | $ | | |
| | | | | |
| Operating income (loss): | | | | | |
| Northern homebuilding | $ | | | | $ | | | | $ | | |
Southern homebuilding | | | | | | | | |
Financial services (a) | | | | | | | | |
Segment operating income | $ | | | | $ | | | | $ | | |
Corporate selling, general and administrative expense | () | | | () | | | () | |
Total operating income (a) | $ | | | | $ | | | | $ | | |
| | | | | |
Interest (income) expense - net: | | | | | |
| Northern homebuilding | $ | () | | | $ | () | | | $ | () | |
| Southern homebuilding | () | | | () | | | () | |
Financial services (a) | | | | | | | | |
Segment Interest (income) expense - net | $ | | | | $ | | | | $ | | |
Corporate Interest (income) expense - net | () | | | () | | | () | |
Total interest (income) expense - net | $ | () | | | $ | () | | | $ | | |
| | | | | |
Other income (b) | $ | | | | $ | () | | | $ | () | |
| | |
| | |
| | | | | |
| Income before income taxes | $ | | | | $ | | | | $ | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | | (a)Our financial services operational results should be viewed in connection with our homebuilding business as its operations originate loans and provide title services primarily for our homebuying customers, with the exception of an immaterial amount of mortgage refinancing.
(b)Other income is comprised of the equity in (income) loss from joint venture arrangements.
| | $ | | | | $ | | |
| Southern homebuilding | | | | | | | | |
| Financial services | | | | | | | | |
Segment depreciation and amortization | $ | | | | $ | | | | $ | | |
| Corporate | | | | | | | | |
| Total depreciation and amortization | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Inventory (a) | | | | | | | | | | | | | | | | | |
| Investments in joint venture arrangements | | | | | | | | | | | | | | | | | |
| Other assets | | | | | | (b) | | | | | |
| | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| (In thousands) | Northern | | Southern | | Financial Services | | Segment Total | | Corporate and unallocated | | Total |
| Deposits on real estate under option or contract | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Inventory (a) | | | | | | | | | | | | | | | | | |
| Investments in joint venture arrangements | | | | | | | | | | | | | | | | | |
| Other assets | | | | | | (b) | | | | | | | | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(a)Inventory includes single-family lots, land and land development costs; land held for sale; homes under construction; model homes and furnishings; community development district infrastructure; and consolidated inventory not owned.
(b)Includes development reimbursements from local municipalities.
NOTE 16.
million of its outstanding common shares (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program replaced the share repurchase program approved by the Board of Directors in 2021 (the “2021 Share Repurchase Program”).
Pursuant to the 2024 Share Repurchase Program, the Company was authorized to purchase up to $ million of its outstanding common shares through open market transactions, privately negotiated transactions or otherwise in accordance with all applicable laws. The timing, amount and other terms and conditions of any additional repurchases under the 2024 Share Repurchase Program was based on a variety of factors, including the market price of the Company’s common shares, business considerations, general market and economic conditions and legal requirements.
During the year ended December 31, 2024, the Company repurchased million outstanding common shares at an aggregate purchase price of $ million under the 2024 Share Repurchase Program and 2021 Share Repurchase Program. As of December 31, 2024, $ million remained available for repurchases under the 2024 Share Repurchase Program.
On February 11, 2025, the Company announced that its Board of Directors approved a new share repurchase program pursuant to which the Company may purchase up to $ million of its outstanding common shares (the “2025 Share Repurchase Program”). The 2025 Share Repurchase Program replaces the 2024 Share Repurchase Program.
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
An evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed by the Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.
The Company’s management, with the participation of the principal executive officer and the principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on this assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its attestation report included on page 83 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.OTHER INFORMATION
On February 11, 2025, our Board of Directors adopted the M/I Homes, Inc. 2025 Annual Incentive Plan (the “2025 Incentive Plan”), a performance-based cash incentive compensation plan that replaces our existing performance-based cash incentive compensation plan, the M/I Homes, Inc. 2009 Annual Incentive Plan. The Compensation Committee may select any officer or other key employee of the Company or any of its affiliates to participate in the 2025 Incentive Plan. The Compensation Committee will select the individuals eligible to participate in the 2025 Incentive Plan for each performance period, which will consist of each fiscal year (or portion thereof) of the Company, or such other period of twelve months or less as determined by the Compensation Committee. The foregoing summary of the material terms of the 2025 Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the 2025 Incentive Plan, a copy of which is filed as Exhibit 10.33 to this Annual Report on Form 10-K and incorporated herein by reference.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of M/I Homes, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of M/I Homes, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 14, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Columbus, Ohio
February 14, 2025
PART III
Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange Act.
We have adopted a Code of Business Conduct and Ethics that applies to our directors and all employees of the Company. The Code of Business Conduct and Ethics is posted on our website, www.mihomes.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website. Copies of the Code of Business Conduct and Ethics will be provided free of charge upon written request directed to Investor Relations, M/I Homes, Inc., 4131 Worth Avenue, Suite 500, Columbus, OH 43219.
Item 11.EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders.
Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2024 with respect to the common shares issuable under the Company's equity compensation plans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a) | | Weighted-average exercise price of outstanding options, warrants and rights
(b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c) | |
| Equity compensation plans approved by shareholders | 1,444,271 | | (1) | $50.95 | | (2) | 1,007,356 | | (3) |
| Equity compensation plans not approved by shareholders | 44,651 | | (4) | — | | | — | | |
| Total | 1,488,922 | | | $50.95 | | | 1,007,356 | | |
(1)Consists of the 2018 Long-Term Incentive Plan (“2018 LTIP”) (960,500 outstanding stock options, 54,000 outstanding director stock units, 79,696 outstanding director restricted stock units, 129,941 outstanding employee restricted share units and 122,575 outstanding performance share units (“PSU’s”) (assuming the maximum number of PSU’s will be earned)), the 2009 Long-Term Incentive Plan (“2009 LTIP”) (40,000 outstanding stock options and 49,500 outstanding director stock units), which plan was terminated in May 2018, and the 2006 Director Equity Incentive Plan (“2006 Director Plan”) ( outstanding director stock units), which plan was terminated in May 2009.
(2)The weighted average exercise price relates to the stock options granted under the 2018 LTIP and the 2009 LTIP. The weighted average exercise price does not take into account the employee restricted share units granted under the 2018 LTIP, director stock units granted under the 2018 LTIP, the 2009 LTIP and the 2006 Director Plan or the PSU’s granted under the 2018 LTIP because the director stock units and the PSU’s are full value awards and have no exercise price. The director stock units and the PSU’s (if earned) will be settled at a future date in common shares on a one-for-one basis without the payment of any exercise price.
(3)Represents the aggregate number of common shares remaining available for issuance under the 2018 LTIP. Pursuant to the terms of the 2018 LTIP, and subject to certain adjustments provided therein, the aggregate number of common shares with respect to which awards may be granted under the 2018 LTIP is common shares plus any common shares subject to outstanding awards under the 2009 LTIP as of May 8, 2018 that on or after May 8, 2018 cease for any reason to be subject to such awards other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable common shares. Pursuant to the terms of the 2018 LTIP, upon the grant of a full value award thereunder (including director stock units, director restricted stock units, employee restricted share units and PSU’s), we reduce the number of common shares available for issuance under the 2018 LTIP by an amount equal to the number of shares subject to the award multiplied by 1.50.
(4)Consists of the Amended and Restated Director Deferred Compensation Plan and the Amended and Restated Executives' Deferred Compensation Plan. Pursuant to these plans, our directors and eligible employees may defer the payment of all or a portion of their director fees and annual cash bonuses, respectively, and the deferred amount is converted into that number of whole phantom stock units determined by dividing the deferred amount by the closing price of our common shares on the New York Stock Exchange on the date of such conversion (which is the same date the fees or bonus is paid) without any discount on the common share price or premium applied to the deferred amount. The phantom stock units are settled at a future date in common shares on a one-for-one basis. Neither the Amended and Restated Director Deferred Compensation Plan nor the Amended and Restated Executives' Deferred Compensation Plan provides for a specified limit on the number of common shares which may be attributable to participants' accounts relating to phantom stock units and issued under the terms of these plans.
The remaining information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders.
Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders.
Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2025 Annual Meeting of Shareholders.
PART IV
Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| | | | | | | | | | | | | | |
| (a) Documents filed as part of this report. |
| | (1) The following financial statements are contained in Item 8: |
| | | | Page in this report |
| | | |
| | | Financial Statements |
| | | | |
| | | Report of Independent Registered Public Accounting Firm (PCAOB ID No. ) | |
| | | Consolidated Statements of Income for the Years Ended December 31, 2024, 2023, and 2022 | |
| | | Consolidated Balance Sheets as of December 31, 2024 and 2023 | |
| | | Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 | |
| | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | |
| | | Notes to Consolidated Financial Statements | |
| | | | |
| | (2) Financial Statement Schedules: | |
| | | | |
| | | None required. | |
| | |
| | (3) Exhibits: | |
| | |
The following exhibits required by Item 601 of Regulation S-K are filed as part of this report:
| | | | | | | | |
Exhibit
Number | |
Description |
| | | |
| 3.1 | | |
| | | |
| 3.2 | | |
| | | |
| 3.3 | | |
| | | |
| 3.4 | | |
| | | |
| 4.1 | | Specimen certificate representing M/I Homes, Inc.’s common shares, par value $.01 per share, incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1 [filed in paper form with the SEC]. |
| | |
| 4.2 | | |
| | |
| 4.3 | | |
| | |
| 4.4 | | |
| | | | | | | | |
|
|
|
|
|
|
| 4.5 | | |
| | |
| 4.6 | | |
| | |
| 4.7 | | |
| | |
| 10.1* | | |
| | | |
| 10.2 | | |
| | |
| 10.3 | | |
| | |
| 10.4 | | Second Amendment to Credit Agreement, dated July 18, 2017, by and among M/I Homes, Inc., as borrower, the lenders party thereto and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2017. |
| | |
| 10.5 | | Third Amendment to Credit Agreement, dated June 30, 2020, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020. |
| | |
| 10.6 | | Fourth Amendment to Credit Agreement, dated June 10, 2021, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 11, 2021. |
| | |
| 10.7 | | Fifth Amendment to Credit Agreement, dated February 16, 2022, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
| | |
| 10.8 | | Sixth Amendment to Credit Agreement, dated December 9, 2022, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 9, 2022. |
| | |
| 10.9 | | Commitment Increase Activation Notice dated August 28, 2015, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2015. |
| | |
| 10.10 | | Commitment Increase Activation Notice dated June 29, 2018, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. |
| | |
| 10.11 | | New Lender Supplement, dated June 29, 2018, by and among M/I Homes, Inc., as borrower, Flagstar Bank, FSB, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. |
| | |
| 10.12 | | |
| | |
| | | | | | | | |
| 10.13 | | |
| | |
| 10.14 | | |
| | |
| 10.15* | | |
| | |
| 10.16* | | |
| | |
| 10.17* | | |
| | |
10.18* | | |
| | |
10.19* | | |
| | |
10.20* | | |
| | |
10.21* | | |
| | |
10.22* | | |
| | |
10.23* | | |
| | |
10.24* | | |
| | |
10.25* | | |
| | |
10.26* | | |
| | |
10.27* | | |
| | |
10.28* | | |
| | |
| | | | | | | | |
|
|
10.31* | | |
| | |
10.32* | | |
| | |
10.33* | | |
| | |
| 19 | | |
| | |
| 21 | | |
| | |
| 22 | | |
| | |
| 23 | | |
| | |
| 24 | | |
| | |
| 31.1 | | |
| | |
| 31.2 | | |
| | |
| 32.1 | | |
| | | |
| 32.2 | | |
| | |
|
|
| 97 | | |
| | |
| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (Furnished herewith.) |
| | |
| 101.SCH | | XBRL Taxonomy Extension Schema Document. (Furnished herewith.) |
| | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. (Furnished herewith.) |
| | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. (Furnished herewith.) |
| | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. (Furnished herewith.) |
| | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. (Furnished herewith.) |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document). (Furnished herewith.) |
| | |
| | |
* Management contract or compensatory plan or arrangement.
| | | | | | | | |
(b) Exhibits. |
| | | |
| | | Reference is made to Item 15(a)(3) above for a complete list of exhibits that are filed with this report. The following is a list of exhibits, included in Item 15(a)(3) above, that are filed concurrently with this report. |
| | | | | | | | |
Exhibit
Number | |
Description |
| | |
10.31* | | |
| | |
10.32* | | |
| | |
10.33* | | |
| | |
| 19 | | |
| | |
| 21 | | |
| | | |
| 22 | | |
| | |
| 23 | | |
| | | |
| 24 | | |
| | | |
| 31.1 | | |
| | | |
| 31.2 | | |
| | | |
| 32.1 | | |
| | | |
| 32.2 | | |
| | |
|
|
| 101.SCH | | XBRL Taxonomy Extension Schema Document. (Furnished herewith.) |
| | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. (Furnished herewith.) |
| | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. (Furnished herewith.) |
| | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. (Furnished herewith.) |
| | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. (Furnished herewith.) |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document). (Furnished herewith.) |
| | |
| | | | | | | | |
| (c) Financial statement schedules |
| | | |
| | | None required. |
Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 14th day of February 2025.
| | | | | |
| M/I Homes, Inc. |
| (Registrant) |
| |
| By: | /s/Robert H. Schottenstein |
| | Robert H. Schottenstein |
| | Chairman of the Board, |
| | Chief Executive Officer and President |
| | (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 14th day of February 2025.
| | | | | | | | |
| NAME AND TITLE | | NAME AND TITLE |
| | |
| FRIEDRICH K. M. BÖHM* | | /s/Robert H. Schottenstein |
| Friedrich K. M. Böhm | | Robert H. Schottenstein |
| Director | | Chairman of the Board, |
| | Chief Executive Officer and President |
| MICHAEL P. GLIMCHER* | | (Principal Executive Officer) |
| Michael P. Glimcher | | |
| Director | | /s/Phillip G. Creek |
| | Phillip G. Creek |
| ELIZABETH K. INGRAM* | | Executive Vice President, |
| Elizabeth K. Ingram | | Chief Financial Officer and Director |
| Director | | (Principal Financial Officer) |
| | |
| NANCY J. KRAMER* | | /s/Ann Marie W. Hunker |
| Nancy J. Kramer | | Ann Marie W. Hunker |
| Director | | Vice President, Chief Accounting Officer |
| | and Controller |
| BRUCE A. SOLL* | | (Principal Accounting Officer) |
| Bruce A. Soll | | |
| Director | | |
| | |
| NORMAN L. TRAEGER* | | |
| Norman L. Traeger | | |
| Director | | |
| | |
| KUMI D. WALKER* | | |
| Kumi D. Walker | | |
| Director | | |
|
|
|
|
*The above-named directors of the registrant execute this report by Phillip G. Creek, their Attorney-in-Fact, pursuant to the powers of attorney executed by the above-named directors, which powers of attorney are filed as Exhibit 24 to this report.
| | | | | |
| By: | /s/Phillip G. Creek |
| Phillip G. Creek, Attorney-In-Fact |
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