M/I Homes Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 08:16

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

mho-20240930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________________
Commission File Number 1-12434
M/I HOMES, INC.
(Exact name of registrant as specified in its charter)
Ohio
31-1210837
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4131 Worth Avenue, Suite 500, Columbus, Ohio43219
(Address of principal executive offices) (Zip Code)
(614) 418-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value $.01 MHO New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. q
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common shares, par value $.01 per common share: 27,205,054 shares outstanding as of October 30, 2024.
M/I HOMES, INC.
FORM 10-Q
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION
Item 1. M/I Homes, Inc. and Subsidiaries Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023
3
Unaudited Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023
4
Unaudited Condensed Consolidated Statement of Shareholders' Equity for the Three and Nine Months Ended September 30, 2024 and 2023
5
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023
6
Notes to Unaudited Condensed Consolidated Financial Statements
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3. Quantitative and Qualitative Disclosures About Market Risk
40
Item 4. Controls and Procedures
42
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
42
Item 1A. Risk Factors
42
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
42
Item 3. Defaults Upon Senior Securities
43
Item 4. Mine Safety Disclosures
43
Item 5. Other Information
43
Item 6. Exhibits
43
Signatures
44
2
M/I HOMES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except par values) September 30,
2024 		December 31,
2023
ASSETS:
Cash, cash equivalents and restricted cash $ 719,920 $ 732,804
Mortgage loans held for sale 242,812 176,329
Inventory 3,132,694 2,797,151
Property and equipment - net 34,714 34,918
Investment in joint venture arrangements 63,095 44,011
Operating lease right-of-use assets
55,259 56,364
Deferred income tax asset
15,313 16,094
Goodwill 16,400 16,400
Other assets 179,650 148,369
TOTAL ASSETS $ 4,459,857 $ 4,022,440
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable $ 256,708 $ 204,678
Customer deposits 87,343 85,128
Operating lease liabilities 56,667 57,566
Other liabilities 256,952 252,303
Community development district obligations 15,173 19,339
Obligation for consolidated inventory not owned 11,515 26,899
Notes payable bank - financial services operations 235,441 165,844
Senior notes due 2028 - net 397,459 396,879
Senior notes due 2030 - net 297,243 296,865
TOTAL LIABILITIES $ 1,614,501 $ 1,505,501
Commitments and contingencies (Note 6)
- -
SHAREHOLDERS' EQUITY:
Common shares - $0.01 par value; authorized 58,000,000 shares at both September 30, 2024 and December 31, 2023;
issued 30,137,141 shares at both September 30, 2024 and December 31, 2023
$ 301 $ 301
Additional paid-in capital 350,544 349,907
Retained earnings 2,731,604 2,301,348
Treasury shares - at cost - 2,932,087 and 2,375,842 shares at September 30, 2024 and December 31, 2023, respectively
(237,093) (134,617)
TOTAL SHAREHOLDERS' EQUITY $ 2,845,356 $ 2,516,939
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,459,857 $ 4,022,440
See Notes to Unaudited Condensed Consolidated Financial Statements.
3
M/I HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per common share amounts)
2024 2023 2024 2023
Revenue $ 1,142,909 $ 1,046,371 $ 3,299,393 $ 3,060,914
Costs and expenses:
Land and housing $ 833,468 $ 764,638 $ 2,397,329 $ 2,286,371
General and administrative 68,285 55,867 188,363 162,481
Selling 59,163 53,735 171,598 154,686
Other (income) / expense - 1 - (34)
Interest income, net of interest expense
(6,680) (5,834) (20,948) (11,893)
Total costs and expenses $ 954,236 $ 868,407 $ 2,736,342 $ 2,591,611
Income before income taxes 188,673 177,964 563,051 469,303
Provision for income taxes 43,224 38,948 132,795 109,220
Net income $ 145,449 $ 139,016 $ 430,256 $ 360,083
Earnings per common share:
Basic $ 5.26 $ 4.98 $ 15.45 $ 12.97
Diluted $ 5.10 $ 4.82 $ 14.99 $ 12.58
Weighted average shares outstanding:
Basic 27,644 27,909 27,857 27,769
Diluted 28,534 28,837 28,703 28,631
See Notes to Unaudited Condensed Consolidated Financial Statements.
4
M/I HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended September 30, 2024
Common Shares
Shares Outstanding Additional Paid-in Capital Retained Earnings Treasury Shares Total Shareholders' Equity
(Dollars in thousands) Amount
Balance at June 30, 2024 27,403,908 $ 301 $ 350,554 $ 2,586,155 $ (195,893) $ 2,741,117
Net income - - - 145,449 - 145,449
Stock options exercised 123,146 - (3,549) - 9,034 5,485
Stock-based compensation expense - - 3,510 - - 3,510
Repurchase of common shares (322,000) - - - (50,234) (50,234)
Deferral of executive and director compensation - - 29 - - 29
Executive and director deferred compensation distributions - - - - - -
Balance at September 30, 2024
27,205,054 $ 301 $ 350,544 $ 2,731,604 $ (237,093) $ 2,845,356
Nine Months Ended September 30, 2024
Common Shares
Shares Outstanding Additional Paid-in Capital Retained Earnings Treasury Shares Total Shareholders' Equity
(Dollars in thousands) Amount
Balance at December 31, 2023
27,761,299 $ 301 $ 349,907 $ 2,301,348 $ (134,617) $ 2,516,939
Net income - - - 430,256 - 430,256
Stock options exercised 310,696 - (7,172) - 20,206 13,034
Stock-based compensation expense - - 10,859 - - 10,859
Repurchase of common shares (922,000) - - - (125,819) (125,819)
Deferral of executive and director compensation - - 87 - - 87
Executive and director deferred compensation distributions 55,059 - (3,137) - 3,137 -
Balance at September 30, 2024
27,205,054 $ 301 $ 350,544 $ 2,731,604 $ (237,093) $ 2,845,356
Three Months Ended September 30, 2023
Common Shares
Shares Outstanding Additional Paid-in Capital Retained Earnings Treasury Shares Total Shareholders' Equity
(Dollars in thousands) Amount
Balance at June 30, 2023
27,782,616 $ 301 $ 350,127 $ 2,057,050 $ (109,019) $ 2,298,459
Net income - - - 139,016 - 139,016
Stock options exercised 283,292 - (2,559) - 13,142 10,583
Stock-based compensation expense - - 2,682 - - 2,682
Repurchase of common shares (263,000) - - - (25,052) (25,052)
Deferral of executive and director compensation - - 24 - - 24
Executive and director deferred compensation distributions 45,614 - (2,112) - 2,112 -
Balance at September 30, 2023
27,848,522 $ 301 $ 348,162 $ 2,196,066 $ (118,817) $ 2,425,712
Nine Months Ended September 30, 2023
Common Shares
Shares Outstanding Additional Paid-in Capital Retained Earnings Treasury Shares Total Shareholders' Equity
(Dollars in thousands) Amount
Balance at December 31, 2022
27,440,083 $ 301 $ 352,639 $ 1,835,983 $ (118,198) $ 2,070,725
Net income - - - 360,083 - 360,083
Stock options exercised 778,358 - (7,858) - 35,010 27,152
Stock-based compensation expense - - 7,006 - - 7,006
Repurchase of common shares (473,000) - - - (40,259) (40,259)
Deferral of executive and director compensation - - 1,005 - - 1,005
Executive and director deferred compensation distributions 103,081 - (4,630) - 4,630 -
Balance at September 30, 2023
27,848,522 $ 301 $ 348,162 $ 2,196,066 $ (118,817) $ 2,425,712
See Notes to Unaudited Condensed Consolidated Financial Statements.
5
M/I HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
(Dollars in thousands) 2024 2023
OPERATING ACTIVITIES:
Net income 430,256 360,083
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Inventory valuation adjustments and abandoned land transaction write-offs 3,240 -
Equity in income from joint venture arrangements - (34)
Mortgage loan originations (1,923,219) (1,588,199)
Proceeds from the sale of mortgage loans 1,856,834 1,622,683
Fair value adjustment of mortgage loans held for sale (98) 874
Capitalization of originated mortgage servicing rights (3,845) (4,312)
Amortization of mortgage servicing rights 954 1,269
Depreciation 10,511 9,565
Amortization of debt issue costs 2,425 2,056
Gain on sale of mortgage servicing rights
(2,613) (990)
Stock-based compensation expense 10,859 7,006
Excess tax benefits on equity compensation
(4,612) (4,807)
Change in assets and liabilities:
Inventory (335,062) 108,627
Other assets (33,366) 2,149
Accounts payable 52,030 22,340
Customer deposits 2,215 1,557
Accrued compensation (4,322) (7,187)
Other liabilities 13,154 (35,450)
Net cash provided by operating activities
75,341 497,230
INVESTING ACTIVITIES:
Purchase of property and equipment (6,350) (4,613)
Investment in joint venture arrangements (45,920) (19,726)
Proceeds from sale of mortgage servicing rights 7,233 10,207
Net cash used in investing activities (45,037) (14,132)
FINANCING ACTIVITIES:
Net proceeds from (repayments of) bank borrowings - financial services operations
69,597 (45,122)
Repurchase of common shares (125,819) (40,259)
Debt issue costs - (159)
Proceeds from exercise of stock options 13,034 27,152
Net cash used in financing activities
(43,188) (58,388)
Net (decrease) increase in cash, cash equivalents and restricted cash
(12,884) 424,710
Cash, cash equivalents and restricted cash balance at beginning of period 732,804 311,542
Cash, cash equivalents and restricted cash balance at end of period $ 719,920 $ 736,252
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest - net of amount capitalized
7,426 9,376
Income taxes 131,959 112,375
NON-CASH TRANSACTIONS DURING THE PERIOD:
Community development district infrastructure (4,166) (8,551)
Consolidated inventory not owned (15,384) 6,147
Distribution of single-family lots from joint venture arrangements 27,234 26,448
See Notes to Unaudited Condensed Consolidated Financial Statements.
6
M/I HOMES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements (the "financial statements") of M/I Homes, Inc. and its subsidiaries (the "Company") and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial information. The financial statements include the accounts of the Company. All intercompany transactions have been eliminated. Results for the interim period are not necessarily indicative of results for a full year. In the opinion of management, the accompanying financial statements reflect all adjustments (all of which are normal and recurring in nature) necessary for a fair presentation of financial results for the interim periods presented. These financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K").
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during that period. Actual results could differ from these estimates and have a significant impact on the financial condition and results of operations and cash flows. With regard to the Company, estimates and assumptions are inherent in calculations relating to valuation of inventory and investment in unconsolidated joint ventures, property and equipment depreciation, valuation of derivative financial instruments, accounts payable on inventory, accruals for costs to complete inventory, accruals for warranty claims, accruals for self-insured general liability claims, litigation, accruals for health care and workers' compensation, accruals for guaranteed or indemnified loans, stock-based compensation expense, income taxes, and contingencies. Items that could have a significant impact on these estimates and assumptions include the risks and uncertainties listed in "Item 1A. Risk Factors" in Part I of our 2023 Form 10-K, as the same may be updated from time to time in our subsequent filings with the SEC.
Impact of New Accounting Standards and SEC Guidance
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures("ASU 2023-07"). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM. The amendments in this update also expand the interim segment disclosure requirements. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company is currently evaluating the impact the adoption of ASU 2023-07 may have on our consolidated financial statements and disclosures, but we do not expect the impact to be significant.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures("ASU 2023-09"). ASU 2023-09 requires public companies to annually (1) disclose specific categories in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact the adoption of ASU 2023-09 may have on our consolidated financial statements and disclosures, but we do not expect the impact to be significant.
In March 2024, the SEC issued Final Rule Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. The rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions. In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements. These requirements are effective for the Company in various fiscal years, starting with the disclosure requirements in the Company's fiscal year beginning January 1, 2025. Disclosures will be required prospectively, with information for prior periods required only to the extent it was previously disclosed in an SEC filing. The Company is currently evaluating the final rule to determine its impact on the Company's
7
disclosures. The Rule is currently the subject of litigation in the 8th Circuit Court of Appeals. On April 4, 2024, the SEC voluntarily stayed the implementation of the Rule pending completion of the litigation.
Significant Accounting Policies
There have been no significant changes to our significant accounting policies during the quarter ended September 30, 2024 as compared to those disclosed in our 2023 Form 10-K.
NOTE 2. Inventory and Capitalized Interest
Inventory
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 (see Note 4to our financial statements for additional details relating to our procedures for evaluating our inventories for impairment). 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.
A summary of the Company's inventory as of September 30, 2024 and December 31, 2023 is as follows:
(In thousands) September 30, 2024 December 31, 2023
Single-family lots, land and land development costs $ 1,558,300 $ 1,446,576
Land held for sale 3,859 6,932
Homes under construction 1,401,260 1,177,101
Model homes and furnishings - at cost (less accumulated depreciation: September 30, 2024 - $12,514;
December 31, 2023 - $10,940)
78,829 68,696
Community development district infrastructure 15,173 19,339
Land purchase deposits 63,758 51,608
Consolidated inventory not owned 11,515 26,899
Total inventory $ 3,132,694 $ 2,797,151
Single-family lots, land and land development costs include raw land that the Company has purchased to develop into lots, costs incurred to develop the raw land into lots, and lots for which development has been completed, but which have not yet been used to start construction of a home.
Homes under construction include homes that are in various stages of construction. As of September 30, 2024 and December 31, 2023, we had 2,375 homes (with a carrying value of $509.4 million) and 2,023 homes (with a carrying value of $424.2 million), respectively, included in homes under construction that were not subject to a sales contract.
Model homes and furnishings include homes that are under construction or have been completed and are being used as sales models. The amount also includes the net book value of furnishings included in our model homes. Depreciation on model home furnishings is recorded using an accelerated method over the estimated useful life of the assets, which is typically three years.
We own lots in certain communities in Florida that have Community Development Districts ("CDDs"). 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 at the time of closing and the transfer of the property. The Company recorded a $15.2 million liability and a $19.3 million liability related to these CDD bond obligations as of September 30, 2024 and December 31, 2023, respectively, along with the related inventory infrastructure.
Land purchase deposits include both refundable and non-refundable amounts paid to third party sellers relating to the purchase of land. On an ongoing basis, the Company evaluates the land option agreements relating to the land purchase deposits. The Company expenses any deposits and accumulated pre-acquisition costs relating to such agreements in the period when the Company makes the decision not to proceed with the purchase of land under an agreement.
8
Capitalized Interest
The Company capitalizes interest during land development and home construction. Capitalized interest is charged to land and housing costs and expenses as the related inventory is delivered to a third party. A summary of capitalized interest for the three and nine months ended September 30, 2024 and 2023 is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2024 2023 2024 2023
Capitalized interest, beginning of period $ 33,858 $ 30,800 $ 32,144 $ 29,625
Interest capitalized to inventory 8,952 8,957 26,906 26,906
Capitalized interest charged to land and housing costs and expenses (7,632) (8,778) (23,872) (25,552)
Capitalized interest, end of period $ 35,178 $ 30,979 $ 35,178 $ 30,979
Interest incurred - net $ 2,272 $ 3,123 $ 5,958 $ 15,013
NOTE 3. Investment in Joint Venture Arrangements
Investment in Joint Venture Arrangements
In order to minimize our investment and risk of land exposure in a single location, we have periodically partnered with other land developers or homebuilders to share in the land investment and development of a property through joint ownership and development agreements, joint ventures, and other similar arrangements. As of September 30, 2024 and December 31, 2023, our investment in such joint venture arrangements totaled $63.1 million and $44.0 million, respectively, and was reported as Investment in Joint Venture Arrangements on our Unaudited Condensed Consolidated Balance Sheets. The $19.1 million increase during the nine-month period ended September 30, 2024 was driven primarily by our cash contributions to our joint venture arrangements during the first nine months of 2024 of $45.9 million, offset, in part, by lot distributions from our joint venture arrangements of $27.2 million.
The majority of our investment in joint venture arrangements for both September 30, 2024 and December 31, 2023 consisted of joint ownership and development agreements for which a special purpose entity was not established ("JODAs"). In these JODAs, we own the property jointly with partners which are typically other builders, and land development activities are funded jointly until the developed lots are subdivided for separate ownership by the partners in accordance with the JODA and the approved site plan. As of September 30, 2024 and December 31, 2023, the Company had $57.1 million and $38.4 million, respectively, invested in JODAs.
The remainder of our investment in joint venture arrangements was comprised of joint venture arrangements where a special purpose entity was established to own and develop the property. For these joint venture arrangements, we generally enter into limited liability company or similar arrangements ("LLCs") with the other partners. These entities typically engage in land development activities for the purpose of distributing or selling developed lots to the Company and its partners in the LLC. As of September 30, 2024 and December 31, 2023, the Company had $6.0 million and $5.6 million of equity invested in LLCs, respectively. The Company's percentage of ownership in these LLCs as of both September 30, 2024 and December 31, 2023 ranged from 25% to 50%.
We use the equity method of accounting for investments in LLCs and other joint venture arrangements, including JODAs, over which we exercise significant influence but do not have a controlling interest. Under the equity method, our share of the LLCs' earnings or loss, if any, is included in our Unaudited Condensed Consolidated Statements of Income. There were no losses or income from the Company's LLCs during the three and nine months ended September 30, 2024. The Company's equity in income relating to earnings from its LLCs was less than $0.1 million for both the three and nine months ended September 30, 2023. Our share of the profit relating to lots we purchase from our LLCs is deferred until homes are delivered by us and title passes to a homebuyer.
We believe that the Company's maximum exposure related to its investment in these joint venture arrangements as of September 30, 2024 was the amount invested of $63.1 million, which is reported as Investment in Joint Venture Arrangements on our Unaudited Condensed Consolidated Balance Sheets. We expect to invest further amounts in these joint venture arrangements as development of the properties progresses.
The Company assesses its investments in unconsolidated LLCs for recoverability on a quarterly basis. See Note 4to our financial statements for additional details relating to our procedures for evaluating our investments for impairment.
9
Variable Interest Entities
With respect to our investments in these LLCs, we are required, under Accounting Standards Codification ("ASC") 810-10, Consolidation("ASC 810"), to evaluate whether or not such entities should be consolidated into our consolidated financial statements. We initially perform these evaluations when each new entity is created and upon any events that require reconsideration of the entity. See Note 1, "Summary of Significant Accounting Policies - Variable Interest Entities" in the Company's 2023 Form 10-K for additional information regarding the Company's methodology for evaluating entities for consolidation.
Land Option Agreements
In the ordinary course of business, the Company enters into land option or purchase agreements for which we generally pay non-refundable deposits. Pursuant to these land option agreements, the Company provides a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. In accordance with ASC 810, we analyze our land option or purchase agreements to determine whether the corresponding land sellers are variable interest entities ("VIEs") and, if so, whether we are the primary beneficiary, as further described in Note 1, "Summary of Significant Accounting Policies - Land Option Agreements" in the 2023 Form 10-K. If we are deemed to be the primary beneficiary of a VIE, we will consolidate the VIE in our consolidated financial statements and reflect such assets and liabilities in our Consolidated Inventory Not Owned in our Unaudited Condensed Consolidated Balance Sheets. At both September 30, 2024 and December 31, 2023, we concluded that we were not the primary beneficiary of any VIEs from which we are purchasing land under option or purchase agreements.
NOTE 4. Fair Value Measurements
There are three measurement input levels for determining fair value: Level 1, Level 2, and Level 3. Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liabilities, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liabilities, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
Assets Measured on a Recurring Basis
The Company measures both mortgage loans held for sale and interest rate lock commitments ("IRLCs") at fair value. Fair value measurement results in a better presentation of the changes in fair values of the loans and the derivative instruments used to economically hedge them.
In the normal course of business, our financial services segment enters into contractual commitments to extend credit to buyers of single-family homes with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within established time frames. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company enters into optional or mandatory delivery forward sale contracts to sell whole loans and mortgage-backed securities to broker-dealers. The forward sale contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. The Company does not engage in speculative trading or derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker-dealers or investors are undesignated derivatives, and accordingly, are marked to fair value through earnings. Changes in fair value measurements are included in earnings in the accompanying statements of income.
The fair value of mortgage loans held for sale is estimated based primarily on published prices for mortgage-backed securities with similar characteristics. To calculate the effects of interest rate movements, the Company utilizes applicable published mortgage-backed security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. The Company applies a fallout rate to IRLCs when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which the Company does not close a mortgage loan and is based on management's judgment and company experience.
The Company sells loans on a servicing released or servicing retained basis and receives servicing compensation. Thus, the value of the servicing rights included in the fair value measurement is based upon contractual terms with investors and depends on the loan type. Mortgage servicing rights (Level 3 financial instruments as they are measured using significant unobservable inputs such as mortgage prepayment rates, discount rates and delinquency rates) are periodically evaluated for impairment. The
10
amount of impairment is the amount by which the mortgage servicing rights, net of accumulated amortization, exceed their fair value, which is calculated using third-party valuations. Impairment, if any, is recognized through a valuation allowance and a reduction of revenue. Both the carrying value and fair value of our mortgage servicing rights were $8.5 million at September 30, 2024. At December 31, 2023, both the carrying value and fair value of our mortgage servicing rights were $10.7 million.
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 nine 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 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.
The table below shows the notional amounts of our financial instruments at September 30, 2024 and December 31, 2023:
Description of Financial Instrument (in thousands) September 30, 2024 December 31, 2023
Whole loan contracts and related committed IRLCs $ 1,305 $ -
Uncommitted IRLCs 252,580 174,274
FMBSs related to uncommitted IRLCs 286,000 174,000
Whole loan contracts and related mortgage loans held for sale 17,864 10,398
FMBSs related to mortgage loans held for sale 206,000 152,000
Mortgage loans held for sale covered by FMBSs 221,600 160,547
The following table sets forth the amount of (loss) gain recognized, within our revenue in the Unaudited Condensed Consolidated Statements of Income, on assets and liabilities measured on a recurring basis for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
Description (in thousands) 2024 2023 2024 2023
Mortgage loans held for sale $ 3,569 $ (1,710) $ 98 $ (873)
Forward sales of mortgage-backed securities (2,896) 4,655 5,992 10,522
Interest rate lock commitments 1,709 (1,701) (470) (740)
Whole loan contracts 493 (397) 444 (303)
Total gain (loss) recognized
$ 2,875 $ 847 $ 6,064 $ 8,606
11
The following tables set forth the fair value of the Company's derivative instruments and their location within the Unaudited Condensed Consolidated Balance Sheets for the periods indicated (except for mortgage loans held for sale which are disclosed as a separate line item):
Asset Derivatives Liability Derivatives
September 30, 2024 September 30, 2024
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 $ 1,228
Interest rate lock commitments Other assets 3,143 Other liabilities -
Whole loan contracts Other assets 113 Other liabilities -
Total fair value measurements $ 3,256 $ 1,228
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 $ 7,220
Interest rate lock commitments Other assets 3,617 Other liabilities -
Whole loan contracts Other assets - Other liabilities 335
Total fair value measurements $ 3,617 $ 7,555
Assets Measured on a Non-Recurring Basis
Inventory. The Company assesses inventory for recoverability on a quarterly basis based on the difference in the carrying value of the inventory and its fair value at the time of the evaluation. Determining the fair value of a community's inventory involves a number of variables, estimates and projections, which are Level 3 measurement inputs. See Note 1, "Summary of Significant Accounting Policies - Inventory" in the 2023 Form 10-K for additional information regarding the Company's methodology for determining fair value.
The Company uses significant assumptions to evaluate the recoverability of its inventory, such as estimated average selling price, construction and development costs, absorption rate (reflecting any product mix change strategies implemented or to be implemented), selling strategies, alternative land uses (including disposition of all or a portion of the land owned), or discount rates. Changes in these assumptions could materially impact future cash flow and fair value estimates and may lead the Company to incur additional impairment charges in the future. Our analysis is conducted only if indicators of a decline in value of our inventory exist, which include, among other things, declines in gross margin on sales contracts in backlog or homes that have been delivered, slower than anticipated absorption pace, declines in average sales price or high incentive offers by management to improve absorptions, declines in margins regarding future land sales, or declines in the value of the land itself as a result of third party appraisals. If communities are not recoverable based on the estimated future undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. During the three and nine months ended September 30, 2024 and 2023, the Company did not record any impairment charges on its inventory.
Investment in Unconsolidated Joint Ventures. We evaluate our investments in unconsolidated joint ventures for impairment on a quarterly basis based on the difference in the investment's carrying value and its fair value at the time of the evaluation. If the Company has determined that the decline in value is other than temporary, the Company would write down the value of the investment to its estimated fair value. Determining the fair value of investments in unconsolidated joint ventures involves a number of variables, estimates and assumptions, which are Level 3 measurement inputs. See Note 1, "Summary of Significant Accounting Policies - Investment in Unconsolidated Joint Ventures," in the 2023 Form 10-K for additional information regarding the Company's methodology for determining fair value. Because of the high degree of judgment involved in developing these assumptions, it is possible that changes in these assumptions could materially impact future cash flow and fair value estimates of the investments which may lead the Company to incur additional impairment charges in the future. During the three and nine months ended September 30, 2024 and 2023, the Company did not record any impairment charges on its investments in unconsolidated joint ventures.
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
12
is the difference between the market rate at the time of non-performance by the counterparty and the rate to which the Company committed.
The following table presents the carrying amounts and fair values of the Company's financial instruments at September 30, 2024 and December 31, 2023. The objective of the fair value measurement is to estimate the price at which an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions.
September 30, 2024 December 31, 2023
(In thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value
Assets:
Cash, cash equivalents and restricted cash Level 1 $ 719,920 $ 719,920 $ 732,804 $ 732,804
Mortgage loans held for sale Level 2 242,812 242,812 176,329 176,329
Interest rate lock commitments Level 2 3,143 3,143 3,617 3,617
Whole loan contracts for committed IRLCs and mortgage loans held for sale Level 2 113 113 - -
Liabilities:
Notes payable - financial services operations Level 2 235,441 235,441 165,844 165,844
Senior notes due 2028 (a)
Level 2 400,000 390,500 400,000 383,500
Senior notes due 2030 (a)
Level 2 300,000 277,500 300,000 267,375
Whole loan contracts for committed IRLCs and mortgage loans held for sale Level 2 - - 335 335
Forward sales of mortgage-backed securities Level 2 1,228 1,228 7,220 7,220
(a)Our senior notes are stated at the principal amount outstanding which does not include the impact of premiums, discounts, and debt issuance costs that are amortized to interest cost over the respective terms of the notes.
The following methods and assumptions were used by the Company in estimating its fair value disclosures of financial instruments at September 30, 2024 and December 31, 2023:
Cash, Cash Equivalents and Restricted Cash.The carrying amounts of these items approximate fair value because they are short-term by nature.
Mortgage Loans Held for Sale, Forward Sales of Mortgage-Backed Securities, Interest Rate Lock Commitments, Whole Loan Contracts for Committed IRLCs and Mortgage Loans Held for Sale, Senior Notes due 2028 and Senior Notes due 2030. The fair value of these financial instruments was determined based upon market quotes at September 30, 2024 and December 31, 2023. The market quotes used were quoted prices for similar assets or liabilities along with inputs taken from observable market data by correlation. The inputs were adjusted to account for the condition of the asset or liability.
Notes Payable - Homebuilding Operations.The interest rate available to the Company during the quarter ended September 30, 2024 under the Company's $650 million unsecured revolving credit facility, dated July 18, 2013, as amended (the "Credit Facility"), fluctuated daily with the secured overnight financing rate ("SOFR") plus a margin of 175 basis points, and thus the carrying value is a reasonable estimate of fair value. See Note 8to our financial statements for additional information regarding the Credit Facility.
Notes Payable - Financial Services Operations.M/I Financial, LLC, a 100% owned subsidiary of M/I Homes, Inc. ("M/I Financial"), is a party to a $300 million mortgage repurchase agreement, dated October 24, 2023 (the "MIF Mortgage Repurchase Facility"). For this credit facility, the interest rate is based on a variable rate index, and thus its carrying value is a reasonable estimate of fair value. The interest rate available to M/I Financial fluctuated with SOFR. See Note 8to our financial statements for additional information regarding the MIF Mortgage Repurchase Facility.
NOTE 5. Guarantees and Indemnifications
In the ordinary course of business, M/I Financial enters into agreements that provide a limited-life guarantee on loans sold to certain third-party purchasers of its mortgage loans that M/I Financial will repurchase a loan if certain conditions occur, primarily if the mortgagor does not meet the terms of the loan within the first six months after the sale of the loan. Loans totaling approximately $680.3 million and $544.5 million were covered under these guarantees as of September 30, 2024 and December 31, 2023, respectively. The increase in loans covered by these guarantees from December 31, 2023 is a result of a change in the mix of investors and their related purchase terms. A portion of the revenue paid to M/I Financial for providing the guarantees on these loans was deferred at September 30, 2024, and will be recognized in income as M/I Financial is released
13
from its obligation under the guarantees. The risk associated with the guarantees above is offset by the value of the underlying assets.
M/I Financial has received inquiries concerning underwriting matters from purchasers of its loans regarding certain loans totaling approximately $4.9 million and $6.3 million at September 30, 2024 and December 31, 2023, respectively.
M/I Financial has also guaranteed the collectability of certain loans to third party insurers (U.S. Department of Housing and Urban Development and U.S. Veterans Administration) of those loans for periods ranging from five to thirty years. The maximum potential amount of future payments is equal to the outstanding loan value less the value of the underlying asset plus administrative costs incurred related to foreclosure on the loans, should this event occur.
The Company recorded a liability relating to the guarantees described above totaling $1.3 million and $1.7 million at September 30, 2024 and December 31, 2023, respectively, which is management's best estimate of the Company's liability with respect to such guarantees.
NOTE 6. Commitments and Contingencies
Warranty
We use subcontractors for nearly all aspects of home construction. Although our subcontractors are generally required to repair and replace any product or labor defects, we are, during applicable warranty periods, ultimately responsible to the homeowner for making such repairs. As such, we record warranty reserves to cover our exposure to the costs for materials and labor not expected to be covered by our subcontractors to the extent they relate to warranty-type claims. Warranty reserves are established by charging cost of sales and crediting a warranty reserve for each home delivered. The amounts charged are estimated by management to be adequate to cover expected warranty-related costs under the Company's warranty programs. Warranty reserves are recorded for warranties under our Home Builder's Limited Warranty ("HBLW") and our transferable structural warranty in Other Liabilities on the Company's Unaudited Condensed Consolidated Balance Sheets.
The warranty reserves for the HBLW are established as a percentage of average sales price and adjusted based on historical payment patterns determined, generally, by geographic area and recent trends. Factors that are given consideration in determining the HBLW reserves include: (1) the historical range of amounts paid per average sales price on a home; (2) type and mix of amenity packages added to the home; (3) any warranty expenditures not considered to be normal and recurring; (4) timing of payments; (5) improvements in quality of construction expected to impact future warranty expenditures; and (6) conditions that may affect certain projects and require a different percentage of average sales price for those specific projects. Changes in estimates for warranties occur due to changes in the historical payment experience and differences between the actual payment pattern experienced during the period and the historical payment pattern used in our evaluation of the warranty reserve balance at the end of each quarter. Actual future warranty costs could differ from our current estimated amount.
Our warranty reserves for our transferable structural warranty programs are established on a per-unit basis. While the structural warranty reserve is recorded as each house is delivered, the sufficiency of the structural warranty per unit charge and total reserve is reevaluated on an annual basis, with the assistance of an actuary, using our own historical data and trends, industry-wide historical data and trends, and other project specific factors. The reserves are also evaluated quarterly and adjusted if we encounter activity that is inconsistent with the historical experience used in the annual analysis. These reserves are subject to variability due to uncertainties regarding structural defect claims for products we build, the markets in which we build, claim settlement history, insurance and legal interpretations, among other factors.
Our warranty reserve amounts are based upon historical experience and geographic location. While we believe that our warranty reserves are sufficient to cover our projected costs, there can be no assurances that historical data and trends will accurately predict our actual warranty costs.
14
A summary of warranty activity for the three and nine months ended September 30, 2024 and 2023 is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2024 2023 2024 2023
Warranty reserves, beginning of period $ 33,061 $ 33,519 $ 31,980 $ 32,902
Warranty expense on homes delivered during the period 6,131 5,545 17,634 16,296
Changes in estimates for pre-existing warranties 915 647 1,517 2,347
Settlements made during the period (6,305) (6,287) (17,329) (18,121)
Warranty reserves, end of period $ 33,802 $ 33,424 $ 33,802 $ 33,424
Performance Bonds and Letters of Credit
At September 30, 2024, the Company had outstanding approximately $490.6 million of completion bonds and standby letters of credit, some of which were issued to various local governmental entities that expire at various times through August 2029. Included in this total are: (1) $399.6 million of performance and maintenance bonds and $65.6 million of performance letters of credit that serve as completion bonds for land development work in progress; (2) $19.6 million of financial letters of credit, of which $19.1 million represent deposits on land and lot purchase agreements; (3) $4.7 million of financial bonds; and (4) $1.2 million of corporate notes.
Land Option Contracts and Other Similar Contracts
At September 30, 2024, the Company also had options and contingent purchase agreements to acquire land and developed lots with an aggregate purchase price of approximately $1.39 billion. Purchase of properties under these agreements is contingent upon satisfaction of certain requirements by the Company and the sellers.
Legal Matters
The Company and certain of its subsidiaries have been named as defendants in certain legal proceedings which are incidental to our business. While management currently believes that the ultimate resolution of these other legal proceedings, individually and in the aggregate, will not have a material adverse effect on the Company's financial position, results of operations and cash flows, such legal proceedings are subject to inherent uncertainties. The Company has recorded a liability to provide for the anticipated costs, including legal defense costs, associated with the resolution of these other legal proceedings. However, the possibility exists that the costs to resolve these legal proceedings could differ from the recorded estimates and, therefore, have a material effect on the Company's net income for the periods in which they are resolved. At both September 30, 2024 and December 31, 2023, we had $1.0 million reserved for legal expenses.
NOTE 7. Goodwill
Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired and liabilities assumed in business combinations. In connection with the Company's acquisition of the homebuilding assets and operations of Pinnacle Homes in Detroit, Michigan in March of 2018, the Company recorded goodwill of $16.4 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. 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 the fourth quarter of 2023, and there was no impairment recorded at December 31, 2023. At September 30, 2024, no indicators for impairment existed and therefore no impairment was recorded. However, we will continue to monitor the fair value of the reporting unit in future periods if conditions worsen or other events occur that could impact the fair value of the reporting unit.
15
NOTE 8. Debt
Notes Payable - Homebuilding
The Credit Facility provides for an aggregate commitment amount of $650 million and also includes an accordion feature pursuant to which the maximum borrowing availability may be increased to an aggregate of $800 million, subject to obtaining additional commitments from lenders. The Credit Facility matures on December 9, 2026. 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 0.25%) plus a margin of 175 basis points (subject to adjustment in subsequent quarterly periods based on the Company's leverage ratio). The Credit Facility also contains certain financial covenants. At September 30, 2024, the Company was in compliance with all financial covenants of the Credit Facility.
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 $2.22 billion of availability for additional senior debt at September 30, 2024. As a result, the full $650 million commitment amount of the Credit Facility was available, less any borrowings and letters of credit outstanding. At September 30, 2024, there were no borrowings outstanding and $85.2 million of letters of credit outstanding, leaving a net remaining borrowing availability of $564.8 million. The Credit Facility includes a $250 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 $300.0 million aggregate principal amount of 3.95% Senior Notes due 2030 (the "2030 Senior Notes") and the Company's $400.0 million aggregate principal amount of 4.95% 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.
Notes Payable - Financial Services
The MIF Mortgage Repurchase Facility is used to finance eligible residential mortgage loans originated by M/I Financial. The MIF Mortgage Repurchase Facility provides for a mortgage repurchase facility with a maximum borrowing availability of $300 million (subject to increases and decreases during certain periods). 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 repurchase agreement. The MIF Mortgage Repurchase Facility also contains certain financial covenants. At September 30, 2024, M/I Financial was in compliance with all financial covenants of the MIF Mortgage Repurchase Facility.
On October 22, 2024, M/I Financial entered into an amendment to the MIF Mortgage Repurchase Facility to extend the term of the MIF Mortgage Repurchase Facility for an additional year to October 21, 2025 and increase the aggregate commitment amount to $300 million. The maximum borrowing availability under the MIF Mortgage Repurchase Facility will no longer be subject to increases and decreases during any periods.
At September 30, 2024 and December 31, 2023, M/I Financial's maximum borrowing availability under its credit facility was $270.0 million and $300.0 million, respectively. At September 30, 2024 and December 31, 2023, M/I Financial had $235.4 million and $165.8 million, respectively, in borrowings outstanding under its credit facility.
Senior Notes
As of both September 30, 2024 and December 31, 2023, we had $300.0 million of our 2030 Senior Notes outstanding. The 2030 Senior Notes bear interest at a rate of 3.95% per year, payable semiannually in arrears on February 15 and August 15 of each year, and mature on February 15, 2030. 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 principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus a
16
"make-whole" amount set forth in the indenture governing the 2030 Senior Notes. In addition, on or after August 15, 2029 (the date that is six months prior to the maturity of the 2030 Senior Notes), the Company may redeem some or all of the 2030 Senior Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
As of both September 30, 2024 and December 31, 2023, we had $400.0 million of our 2028 Senior Notes outstanding. The 2028 Senior Notes bear interest at a rate of 4.95% per year, payable semiannually in arrears on February 1 and August 1 of each year and mature on February 1, 2028. We may redeem all or any portion of the 2028 Senior Notes at a stated redemption price, together with accrued and unpaid interest thereon. The redemption price is currently 102.475% of the principal amount outstanding, but will decline to 101.238% of the principal amount outstanding if redeemed during the 12-month period beginning on February 1, 2025 and will further decline to 100.000% 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 September 30, 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 September 30, 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 $125.0 million plus (1) 50% of our aggregate consolidated net income (or minus 100% of our aggregate consolidated net loss) from October 1, 2015, excluding income or loss from Unrestricted Subsidiaries (as defined in the indenture), plus (2) 100% 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 $887.2 million at September 30, 2024 and $813.7 million at December 31, 2023. 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 (see Note 12to our financial statements for more information).
17
NOTE 9. Earnings Per Common Share
The table below presents a reconciliation between basic and diluted weighted average shares outstanding, net income, and basic and diluted income per common share for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended Nine Months Ended
September 30, September 30,
(In thousands, except per common share amounts)
2024 2023 2024 2023
NUMERATOR
Net income $ 145,449 $ 139,016 $ 430,256 $ 360,083
DENOMINATOR
Basic weighted average shares outstanding 27,644 27,909 27,857 27,769
Dilutive securities
890 928 846 862
Diluted weighted average shares outstanding 28,534 28,837 28,703 28,631
Earnings per common share:
Basic $ 5.26 $ 4.98 $ 15.45 $ 12.97
Diluted $ 5.10 $ 4.82 $ 14.99 $ 12.58
Anti-dilutive equity awards not included in the calculation of diluted earnings per common share
- - - -
NOTE 10. Income Taxes
The Inflation Reduction Act (IRA) was enacted on August 16, 2022 to address the high cost of prescription drugs, healthcare availability, climate change and inflation. The IRA extended the energy efficient homes credit through 2032 and, as a result, the Company recognized a $2.8 million tax benefit for energy efficient homes credit during the nine months ended September 30, 2024. The Company recognized a $3.1 million tax benefit for energy efficient homes credit during the nine months ended September 30, 2023.
During the three months ended September 30, 2024 and 2023, the Company recorded a tax provision of $43.2 million and $38.9 million, respectively, which reflects income tax expense related to income before income taxes for the periods. The effective tax rate for the three months ended September 30, 2024 and 2023 was 22.9% and 21.9%, respectively. The increase in the effective rate from the three months ended September 30, 2023 was primarily attributable to a $0.8 million decrease in tax benefit from equity compensation in 2024.
During the nine months ended September 30, 2024 and 2023, the Company recorded a tax provision of $132.8 million and $109.2 million, respectively. The effective tax rate for the nine months ended September 30, 2024 and 2023 was 23.6% and 23.3%, respectively. The increase in the effective rate from the nine months ended September 30, 2023 was primarily attributable to a $0.2 million decrease in tax benefit from equity compensation in 2024.
18
NOTE 11. Business Segments
The Company's chief operating decision makers evaluate the Company's performance in various ways, including: (1) the results of our individual homebuilding operating segments and the results of our financial services operations; (2) the results of our homebuilding reportable segments; and (3) our consolidated financial results.
In accordance with ASC 280, Segment Reporting("ASC 280"), we have identified each homebuilding division as an operating segment and have elected to aggregate our operating segments into separate reportable segments as they share similar aggregation characteristics prescribed in ASC 280 in the following regards: (1) long-term economic characteristics; (2) historical and expected future long-term gross margin percentages; (3) housing products, production processes and methods of distribution; and (4) geographical proximity.
The homebuilding operating segments that comprise each of our reportable segments are as follows:
Northern Southern
Chicago, Illinois Ft. Myers/Naples, Florida
Cincinnati, Ohio Orlando, Florida
Columbus, Ohio Sarasota, Florida
Indianapolis, Indiana Tampa, Florida
Minneapolis/St. Paul, Minnesota Austin, Texas
Detroit, Michigan Dallas/Fort Worth, Texas
Houston, Texas
San Antonio, Texas
Charlotte, North Carolina
Raleigh, North Carolina
Nashville, Tennessee
The following table shows, by segment, revenue, operating income (loss) and interest (income) expense - net for the three and nine months ended September 30, 2024 and 2023, as well as the Company's income before income taxes for such periods:
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2024 2023 2024 2023
Revenue:
Northern homebuilding $ 498,503 $ 348,240 $ 1,371,804 $ 1,114,856
Southern homebuilding 614,436 674,540 1,839,895 1,871,920
Financial services (a)
29,970 23,591 87,694 74,138
Total revenue $ 1,142,909 $ 1,046,371 $ 3,299,393 $ 3,060,914
Operating income (loss):
Northern homebuilding $ 75,485 $ 43,762 $ 206,367 $ 129,775
Southern homebuilding 114,140 135,627 351,733 343,151
Financial services(a)
16,568 12,471 49,638 41,182
Less: Corporate selling, general and administrative expense (24,200) (19,729) (65,635) (56,732)
Total operating income $ 181,993 $ 172,131 $ 542,103 $ 457,376
Interest (income) expense - net:
Northern homebuilding $ (59) $ (48) $ (195) $ (141)
Southern homebuilding (618) - (1,016) (205)
Financial services (a)
3,632 2,593 9,990 7,504
Corporate (9,635) (8,379) (29,727) (19,051)
Total interest income, net of interest expense
$ (6,680) $ (5,834) $ (20,948) $ (11,893)
Other income
- 1 - (34)
Income before income taxes $ 188,673 $ 177,964 $ 563,051 $ 469,303
(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.
19
The following tables show total assets by segment at September 30, 2024 and December 31, 2023:
September 30, 2024
(In thousands) Northern Southern Corporate, Financial Services and Unallocated Total
Deposits on real estate under option or contract $ 11,691 $ 52,067 $ - $ 63,758
Inventory (a)
1,081,082 1,987,854 - 3,068,936
Investments in joint venture arrangements - 63,095 - 63,095
Other assets 49,015 140,287
(b)
1,074,766 1,264,068
Total assets $ 1,141,788 $ 2,243,303 $ 1,074,766 $ 4,459,857
December 31, 2023
(In thousands) Northern Southern Corporate, Financial Services and Unallocated Total
Deposits on real estate under option or contract $ 8,990 $ 42,618 $ - $ 51,608
Inventory (a)
1,016,982 1,728,561 - 2,745,543
Investments in joint venture arrangements - 44,011 - 44,011
Other assets 37,171 104,306
(b)
1,039,801 1,181,278
Total assets $ 1,063,143 $ 1,919,496 $ 1,039,801 $ 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.
NOTE 12. Share Repurchase Program
On July 28, 2021, the Company announced that its Board of Directors approved a new share repurchase program pursuant to which the Company may purchase up to $100 million of its outstanding common shares (the "2021 Share Repurchase Program"). On February 17, 2022, the Company announced that its Board of Directors approved an increase to its 2021 Share Repurchase Program by an additional $100 million. On November 15, 2023, the Company announced that its Board of Directors approved an increase to its 2021 Share Repurchase Program by an additional $100 million.
On May 14, 2024, the Company announced that its Board of Directors approved a new share repurchase program pursuant to which the Company may purchase up to $250 million of its outstanding common shares (the "2024 Share Repurchase Program"). The 2024 Share Repurchase Program replaces the 2021 Share Repurchase Program.
Pursuant to the 2024 Share Repurchase Program, the Company may purchase up to $250 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 will be 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. The 2024 Share Repurchase Program does not have an expiration date and the Board may modify, discontinue or suspend it at any time.
The Company repurchased 0.3 million outstanding common shares at an aggregate purchase price of $50.2 million under the 2024 Share Repurchase Program during the third quarter of 2024. As of September 30, 2024, $156.9 million remained available for repurchases under the 2024 Share Repurchase Program.
NOTE 13. Revenue Recognition
Revenue and the related profit from the sale of a home and revenue and the related profit from the sale of land to third parties are recognized in the financial statements on the date of closing if delivery has occurred, title has passed to the buyer, all performance obligations (as defined below) have been met, and control of the home or land is transferred to the buyer in an amount that reflects the consideration we expect to be entitled to receive in exchange for the home or land. If not received immediately upon closing, cash proceeds from home closings are held in escrow for the Company's benefit, typically for up to three days, and are included in Cash, cash equivalents and restricted cash on the Condensed Consolidated Balance Sheets.
Sales incentives vary by type of incentive and by amount on a community-by-community and home-by-home basis. The costs of any sales incentives in the form of free or discounted products and services provided to homebuyers are reflected in Land and housing costs in the Condensed Consolidated Statements of Income because such incentives are identified in our home
20
purchase contracts with homebuyers as an intrinsic part of our single performance obligation to deliver and transfer title to their home for the transaction price stated in the contracts. Sales incentives that we may provide in the form of closing cost allowances are recorded as a reduction of housing revenue at the time the home is delivered.
We record sales commissions within Selling expenses in the Condensed Consolidated Statements of Income when incurred (i.e., when the home is delivered) as the amortization period is generally one year or less and therefore capitalization is not required as part of the practical expedient for incremental costs of obtaining a contract.
Contract liabilities include customer deposits related to sold but undelivered homes. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit. Contract liabilities expected to be recognized as revenue, excluding revenue pertaining to contracts that have an original expected duration of one year or less, is not material.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of our home purchase contracts have a single performance obligation as the promise to transfer the home is not separately identifiable from other promises in the contract and, therefore, not distinct. Our performance obligation, to deliver the agreed-upon home, is generally satisfied in less than one year from the original contract date. Deferred revenue resulting from uncompleted performance obligations existing at the time we deliver new homes to our homebuyers is not material.
Although our third party land sale contracts may include multiple performance obligations, the revenue we expect to recognize in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, is not material. We do not disclose the value of unsatisfied performance obligations for land sale contracts with an original expected duration of one year or less.
We recognize the majority of the revenue associated with our mortgage loan operations when the mortgage loans are sold and/or related servicing rights are sold to third party investors or retained and managed under a third party sub-service arrangement. The revenue recognized is reduced by the fair value of the related guarantee provided to the investor. The fair value of the guarantee is recognized in revenue when the Company is released from its obligation under the guarantee (note that guarantees are excluded from the scope of ASC 606, Revenue from Contracts with Customers). 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 following table presents our revenues disaggregated by revenue source:
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands)
2024 2023 2024 2023
Housing $ 1,111,389 $ 1,008,356 $ 3,199,946 $ 2,963,500
Land sales 1,550 14,424 11,753 23,276
Financial services (a)
29,970 23,591 87,694 74,138
Total revenue $ 1,142,909 $ 1,046,371 $ 3,299,393 $ 3,060,914
(a)Revenue includes hedging loss of $8.7 million for the three months ended September 30, 2024 and hedging gain of $7.4 million for the three months ended September 30, 2023. Revenue includes hedging loss of $4.7 million and gain of $11.5 million for the nine months ended September 30, 2024 and 2023, respectively. Hedging gains/losses do not represent revenue recognized from contracts with customers.
Refer to Note 11for presentation of our revenues disaggregated by geography. As our homebuilding operations accounted for over 97% of our total revenues for the three and nine months ended September 30, 2024 and 2023, with most of those revenues generated from home purchase contracts with customers, we believe the disaggregation of revenues as disclosed above and in Note 11fairly depict how the nature, amount, timing and uncertainty of cash flows are affected by economic factors.
21
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
M/I Homes, Inc. and subsidiaries (the "Company" or "we") is one of the nation's leading builders of single-family homes having sold over 158,200 homes since commencing homebuilding activities in 1976. The Company's homes are marketed and sold primarily under the M/I Homes brand. The Company has homebuilding operations in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Minneapolis/St. Paul, Minnesota; Detroit, Michigan; Ft. Myers/Naples, Tampa, Sarasota and Orlando, Florida; Austin, Dallas/Fort Worth, Houston and San Antonio, Texas; Charlotte and Raleigh, North Carolina; and Nashville, Tennessee.
Included in this Management's Discussion and Analysis of Financial Condition and Results of Operations are the following topics relevant to the Company's performance and financial condition:
•Information Relating to Forward-Looking Statements;
•Application of Critical Accounting Estimates and Policies;
•Results of Operations;
•Discussion of Our Liquidity and Capital Resources; and
•Impact of Interest Rates and Inflation.
FORWARD-LOOKING STATEMENTS
Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (the "SEC") (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements, including, but not limited to, statements regarding our future financial performance and financial condition. Words such as "expects," "anticipates," "envisions," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve a number of risks and uncertainties. Any forward-looking statements that we make herein and in future reports and statements are not guarantees of future performance, and actual results may differ materially from those in such forward-looking statements as a result of various risk factors, including, without limitation, factors relating to the economic environment, interest rates, availability of resources, competition, market concentration, land development activities, construction defects, product liability and warranty claims and various governmental rules and regulations. See "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K"), as the same may be updated from time to time in our subsequent filings with the SEC, for more information regarding those risk factors.
Any forward-looking statement speaks only as of the date made. Except as required by applicable law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.
22
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management bases its estimates and assumptions on historical experience and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. On an ongoing basis, management evaluates such estimates and assumptions and makes adjustments as deemed necessary. Actual results could differ from these estimates using different estimates and assumptions, or if conditions are significantly different in the future. See Note 1 (Summary of Significant Accounting Policies) to our consolidated financial statements included in our 2023 Form 10-K for additional information about our accounting policies.
We believe that there have been no significant changes to our critical accounting policies during the quarter ended September 30, 2024 as compared to those disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2023 Form 10-K.
RESULTS OF OPERATIONS
Our reportable segments are: Northern homebuilding; Southern homebuilding; and financial services operations. The homebuilding operating segments that comprise each of our reportable segments are as follows:
Northern Southern
Chicago, Illinois Ft. Myers/Naples, Florida
Cincinnati, Ohio Orlando, Florida
Columbus, Ohio Sarasota, Florida
Indianapolis, Indiana Tampa, Florida
Minneapolis/St. Paul, Minnesota Austin, Texas
Detroit, Michigan Dallas/Fort Worth, Texas
Houston, Texas
San Antonio, Texas
Charlotte, North Carolina
Raleigh, North Carolina
Nashville, Tennessee
23
Overview
We continued to generate strong results during the three and nine months ended September 30, 2024. For the quarter ended September 30, 2024, we achieved year-to-date and third quarter records for revenue, income before taxes, and net income. In addition, we achieved a third quarter record for gross margin of 27.1%. We also increased homes delivered by 8% for the third quarter (to a third quarter record of 2,271 homes) and 9% for the nine months ended September 30, 2024 compared to the respective periods in 2023. For the nine months ended September 30, 2024 new contracts benefited from a strong first half of the year, increasing 7% year-to-date despite our third quarter new contracts being even with last year's third quarter. Although the Federal Reserve Board decreased interest rates in September 2024, which we believe should help improve the affordability of and accelerate demand for new housing, interest rates during the third quarter remained elevated and negatively impacted overall demand.
We achieved the following results during the three and nine months ended September 30, 2024 in comparison to the three and nine months ended September 30, 2023:
•Revenue increased 9% to $1.14 billion (a third quarter record) and 8% to $3.30 billion (a year-to-date record), respectively;
•Number of homes delivered increased 8% to 2,271 homes (a third quarter record) and 9% to 6,653 homes (a year-to-date record), respectively;
•Gross margins improved 20 basis points to 27.1% (a third quarter record) and 200 basis points to 27.3%, respectively;
•Income before income taxes increased 6% to $188.7 million (a third quarter record) and 20% to $563.1 million (a year-to-date record), respectively;
•Net income increased 5% to $145.4 million (a third quarter record) and 19% to $430.3 million (a year-to-date record), respectively;
•New contracts were even with last year at 2,023 and increased 7% to 6,825 from 6,389 (the third highest year-to-date level in Company history), respectively;
•Shareholders' equity of $2.85 billion (a record high);
•Book value per common share increased to a record high $105 per share; and
•Homebuilding debt to capital ratio was 20%.
In addition to the results described above, our financial services operations also achieved third quarter record quarterly revenues and strong income before income taxes for the first nine months of 2024, benefiting from higher margins and an increase in loans originated.
Our company-wide absorption pace of sales per community for the third quarter of 2024 declined slightly to 3.2 per month compared to 3.4 per month for the prior year's third quarter. We plan to open additional new communities during the fourth quarter of 2024 and increase our average community count by about 5% from 2023.
Summary of Company Financial Results
Income before income taxes for the third quarter of 2024 increased 6% from $178.0 million in the third quarter of 2023 to a third quarter record $188.7 million in 2024. We also achieved a third quarter record for net income of $145.4 million, or $5.10 per diluted share, in 2024's third quarter, compared to net income of $139.0 million, or $4.82 per diluted share, in 2023's third quarter. Our effective tax rate was 22.9% in 2024's third quarter compared to 21.9% in 2023. Income before income taxes increased from $469.3 million in the nine months ended September 30, 2023 to $563.1 million in the first nine months of 2024, a year-to-date record. We achieved a year-to-date record for net income of $430.3 million, or $14.99 per diluted share, during 2024's first nine months compared to net income of $360.1 million, or $12.58 per diluted share, in the nine months ended September 30, 2023. Our effective tax rate was 23.6% in 2024's first nine months compared to 23.3% in the same period in 2023.
During the quarter ended September 30, 2024, we achieved record third quarter total revenue of $1.14 billion, of which $1.11 billion was from homes delivered, $1.6 million was from land sales and $30.0 million was from our financial services operations. Revenue from homes delivered increased 10% in 2024's third quarter compared to the same period in 2023 driven primarily by an 8% increase in the number of homes delivered (175 units) and a 2% increase in the average sales price of homes delivered ($8,000 per home delivered). Revenue from land sales decreased $12.9 million from the third quarter of 2023 due to fewer land sales in the current year compared to the prior year. Revenue from our financial services segment increased 27% to an all-time quarterly record $30.0 million in the third quarter of 2024 as a result of higher margins on and an increase in loans sold during the period compared to the third quarter of 2023. For the nine months ended September 30, 2024, we recorded
24
year-to-date record total revenue of $3.30 billion, of which $3.20 billion was from homes delivered, $11.8 million was from land sales and $87.7 million was from our financial services operations. Revenue from homes delivered increased 8% in the nine months ended September 30, 2024 compared to the same period in 2023 driven primarily by a 9% increase in the number of homes delivered (560 units), partially offset by a 1% decrease in the average sales price of homes delivered ($5,000 per home delivered). Revenue from land sales decreased $11.5 million from the nine months ended September 30, 2023 due to decreased land sales in 2024's first nine months compared to the prior year. Revenue from our financial services segment increased 18% to $87.7 million in the first nine months of 2024 as a result of higher margins on loans sold and an increase in loans sold during the period compared to the nine months ended September 30, 2023, partially offset by a decrease in the average loan amount compared to the nine months ended September 30, 2023.
Total gross margin (total revenue less total land and housing costs) increased $27.7 million in the third quarter of 2024 compared to the third quarter of 2023 as a result of a $21.3 million improvement in the gross margin of our homebuilding operations (housing gross margin and land sales gross margin) and a $6.4 million increase in the gross margin of our financial services operations. With respect to our homebuilding gross margin, our gross margin on homes delivered (housing gross margin) improved $23.4 million and our housing gross margin percentage declined by 30 basis points to 25.1% from 25.4%. The improvement in gross margin dollars primarily resulted from the 8% increase in homes delivered. Our housing gross margin may fluctuate from quarter to quarter depending on the mix of communities delivering homes due to the variation in margin between different communities. Our gross margin on land sales (land sale gross margin) decreased $2.0 million in the third quarter of 2024 compared to the third quarter of 2023 as a result of the mix of lots sold in the current year compared to the prior year. The gross margin of our financial services operations increased $6.4 million in the third quarter of 2024 compared to the third quarter of 2023 as a result of higher margins on and an increased number of loans sold, and an increase in the number of loan originations. Total gross margin increased $127.5 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of a $114.0 million improvement in the gross margin of our homebuilding operations in addition to approximately $13.6 million improvement in the gross margin of our financial services operations. With respect to our homebuilding gross margin, our gross margin on homes delivered improved $113.7 million and our housing gross margin percentage improved 180 basis points from 23.5% in prior year's first nine months to 25.3% in 2024's first nine months. These increases are primarily due to the 9% increase in the number of homes delivered primarily due to the mix of homes delivered, offset partially by the 1% decrease in the average sales price of homes delivered. Our gross margin on land sales improved $0.3 million in 2024's first nine months compared to the same period in 2023. The gross margin of our financial services operations increased $13.6 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of an increased number of loans sold, offset in part by lower average loan amount during the first nine months of 2024 compared to the first nine months of 2023, and increases in the number of loan originations and the average loan amount.
We opened 57 new communities during the nine months ended September 30, 2024 and closed 53 communities. We sell a variety of home types in various communities and markets, each of which yields a different gross margin. The timing of the openings of new replacement communities as well as underlying lot costs varies from year to year. The mix of communities delivering homes may cause fluctuations in our new contracts, absorption pace and housing gross margin from year to year.
For the three months ended September 30, 2024, selling, general and administrative expense increased $17.8 million, and increased as a percentage of revenue from 10.5% in the third quarter of 2023 to 11.2% in the third quarter of 2024. Selling expense increased $5.4 million from 2023's third quarter and increased as a percentage of revenue to 5.2% in 2024's third quarter from 5.1% for the same period in 2023. Variable selling expense for sales commissions contributed $2.5 million to the increase due to the higher number of homes delivered as well as higher co-op rates during the period compared to prior year. Non-variable selling expense increased $2.9 million primarily as a result of increased costs associated with our sales offices and models due to our increase in community count from prior year. General and administrative expense increased $12.4 million compared to the third quarter of 2023 and increased as a percentage of revenue from 5.3% in the third quarter of 2023 to 6.0% in the third quarter of 2024. The increase in general and administrative expense was primarily due to a $7.6 million increase in compensation-related expenses due to higher headcount and incentives, a $0.9 million increase in professional fees, a $0.7 million increase in computer costs, a $0.6 million increase in land-related expenses, and a $2.6 million increase in various other expenses. For the nine months ended September 30, 2024, selling, general and administrative expense increased $42.8 million, and increased as a percentage of revenue from 10.4% in the nine months ended September 30, 2023 to 10.9% in the nine months ended September 30, 2024. Selling expense increased $16.9 million from the nine months ended September 30, 2023 and increased as a percentage of revenue to 5.2% in 2024's first nine months from 5.1% for the same period in 2023. Variable selling expense for sales commissions contributed $10.2 million to the increase due to the higher number of homes delivered during the first nine months of 2024 and higher co-op rates during the period compared to prior year. Non-variable selling expense increased $6.7 million primarily as a result of increased costs associated with our sales offices and models due to our increase in community count from prior year. General and administrative expense increased $25.9 million compared to the nine months ended September 30, 2023 and increased as a percentage of revenue from 5.3% in the nine months ended September 30, 2023 to 5.7% in the nine months ended September 30, 2024. The increase in general and administrative expense
25
was primarily due to a $16.9 million increase in compensation-related expenses due to higher average headcount and incentives, a $2.0 million increase in computer costs, a $1.8 million increase in land-related expenses, a $1.2 million increase in professional fees, and a $4.0 million increase in various other expenses.
Outlook
Housing market conditions remain relatively healthy. Although inflation and mortgage interest rates remain elevated, demographics supporting housing demand continue to be favorable as a result of the limited supply of both new and existing homes at affordable price points compared to the rate of household formations. While strong demand for housing (which has recently been supported by incentives and mortgage rate buydowns) has driven new home sales over the past two years, we anticipate that the Federal Reserve Board's recent reduction to interest rates coupled with more controlled inflation could further encourage demand. However, the housing market remains subject to unpredictability as a result of uncertainty regarding various macroeconomic conditions, including interest rates, labor and material costs and availability, inflation, policies that may stem from the outcome of the U.S. elections and the economic concerns of our potential homebuyers. Although the extent to which these factors will impact our business is unpredictable, we believe that we are well positioned to continue to grow by focusing on our land position, new community openings, and affordable product offerings. We remain sensitive to potential changes in market conditions, and continue to focus on controlling overhead leverage, carefully managing our investment in land and land development spending and selectively offering homebuyer concessions, such as mortgage interest rate buydowns, to support homebuyers, drive order activity and minimize cancellations. We continue to have a healthy backlog with a record average sales price that is 7% higher than at the end of the third quarter of 2023. Our strong balance sheet and ample liquidity should also provide us with flexibility through changing economic conditions. We cannot, however, provide any assurances that our strategic business objectives listed below will remain successful, and we will need to remain agile to effectively address changes in market conditions.
We expect to emphasize the following strategic business objectives throughout the remainder of 2024:
•managing our land spend and inventory levels;
•continued focus on cycle times;
•opening new communities;
•managing overhead spend;
•maintaining a strong balance sheet and liquidity levels; and
•emphasizing customer service, product quality and design, and premier locations.
During the nine months ended September 30, 2024, we invested $365.6 million in land acquisitions and $444.7 million in land development compared to $247.6 million and $352.6 million, respectively, during the nine months ended September 30, 2023. We invested in more land acquisitions in the nine months ended September 30, 2024 compared to the third quarter of 2023 in line with the land supply needs of our divisions. We continue to closely review our land acquisition and land development spending and monitor our ongoing pace of home sales and deliveries, and we will adjust our land and investment spend accordingly.
We ended the third quarter of 2024 with approximately 52,200 lots under control, which represents an approximately six-year supply of lots based on the past twelve months of homes delivered, including certain lots that we anticipate selling to third parties. This represents a 16% increase from our approximately 44,800 lots under control at the end of last year's third quarter.
We opened 57 communities and closed 53 communities in the nine months ended September 30, 2024, ending the third quarter with 217 active communities, compared to 204 at the end of last year's third quarter. Although the timing of opening new communities and closing existing communities is subject to substantial variation, we expect to grow our average community count by approximately 5% by the end of 2024.
26
The following table shows, by segment: revenue; gross margin; selling, general and administrative expense; operating income (loss); and interest (income) expense - net for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2024 2023 2024 2023
Revenue:
Northern homebuilding $ 498,503 $ 348,240 $ 1,371,804 $ 1,114,856
Southern homebuilding 614,436 674,540 1,839,895 1,871,920
Financial services (a)
29,970 23,591 87,694 74,138
Total revenue $ 1,142,909 $ 1,046,371 $ 3,299,393 $ 3,060,914
Gross margin:
Northern homebuilding $ 110,794 $ 72,983 $ 306,554 $ 215,972
Southern homebuilding 168,677 185,159 507,816 484,433
Financial services (a)
29,970 23,591 87,694 74,138
Total gross margin $ 309,441 $ 281,733 $ 902,064 $ 774,543
Selling, general and administrative expense:
Northern homebuilding $ 35,309 $ 29,221 $ 100,187 $ 86,197
Southern homebuilding 54,537 49,532 156,083 141,282
Financial services (a)
13,402 11,120 38,056 32,956
Corporate 24,200 19,729 65,635 56,732
Total selling, general and administrative expense $ 127,448 $ 109,602 $ 359,961 $ 317,167
Operating income (loss):
Northern homebuilding $ 75,485 $ 43,762 $ 206,367 $ 129,775
Southern homebuilding 114,140 135,627 351,733 343,151
Financial services(a)
16,568 12,471 49,638 41,182
Less: Corporate selling, general and administrative expense (24,200) (19,729) (65,635) (56,732)
Total operating income $ 181,993 $ 172,131 $ 542,103 $ 457,376
Interest (income) expense - net:
Northern homebuilding $ (59) $ (48) $ (195) $ (141)
Southern homebuilding (618) - (1,016) (205)
Financial services (a)
3,632 2,593 9,990 7,504
Corporate (9,635) (8,379) (29,727) (19,051)
Total interest income - net of interest expense
$ (6,680) $ (5,834) $ (20,948) $ (11,893)
Other income
- 1 - (34)
Income before income taxes $ 188,673 $ 177,964 $ 563,051 $ 469,303
(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.
27
The following tables show total assets by segment at September 30, 2024 and December 31, 2023:
At September 30, 2024
(In thousands) Northern Southern Corporate, Financial Services and Unallocated Total
Deposits on real estate under option or contract $ 11,691 $ 52,067 $ - $ 63,758
Inventory (a)
1,081,082 1,987,854 - 3,068,936
Investments in joint venture arrangements - 63,095 - 63,095
Other assets 49,015 140,287
(b)
1,074,766 1,264,068
Total assets $ 1,141,788 $ 2,243,303 $ 1,074,766 $ 4,459,857
At December 31, 2023
(In thousands) Northern Southern Corporate, Financial Services and Unallocated Total
Deposits on real estate under option or contract $ 8,990 $ 42,618 $ - $ 51,608
Inventory (a)
1,016,982 1,728,561 - 2,745,543
Investments in joint venture arrangements - 44,011 - 44,011
Other assets 37,171 104,306
(b)
1,039,801 1,181,278
Total assets $ 1,063,143 $ 1,919,496 $ 1,039,801 $ 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.
28
Reportable Segments
The following table presents, by reportable segment, selected operating and financial information as of and for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in thousands) 2024 2023 2024 2023
Northern Region
Homes delivered 1,015 741 2,809 2,321
New contracts, net 890 885 3,054 2,662
Backlog at end of period 1,493 1,397 1,493 1,397
Average sales price of homes delivered $ 490 $ 466 $ 487 $ 479
Average sales price of homes in backlog $ 538 $ 521 $ 538 $ 521
Aggregate sales value of homes in backlog $ 802,517 $ 727,190 $ 802,517 $ 727,190
Housing revenue $ 496,953 $ 345,635 $ 1,369,079 $ 1,111,751
Land sale revenue $ 1,550 $ 2,605 $ 2,725 $ 3,105
Operating income homes (a)
$ 75,413 $ 43,609 $ 205,774 $ 129,622
Operating income (loss) land
$ 72 $ 153 $ 593 $ 153
Number of average active communities 90 101 96 101
Number of active communities, end of period 88 101 88 101
Southern Region
Homes delivered 1,256 1,355 3,844 3,772
New contracts, net 1,133 1,136 3,771 3,727
Backlog at end of period 1,681 2,036 1,681 2,036
Average sales price of homes delivered $ 489 $ 489 $ 476 $ 491
Average sales price of homes in backlog $ 549 $ 503 $ 549 $ 503
Aggregate sales value of homes in backlog $ 922,906 $ 1,024,252 $ 922,906 $ 1,024,252
Housing revenue $ 614,436 $ 662,721 $ 1,830,867 $ 1,851,749
Land sale revenue $ - $ 11,819 $ 9,028 $ 20,171
Operating income homes (a)
$ 114,140 $ 133,665 $ 349,008 $ 340,300
Operating income (loss) land
$ - $ 1,962 $ 2,725 $ 2,851
Number of average active communities 124 99 119 98
Number of active communities, end of period 129 103 129 103
Total Homebuilding Regions
Homes delivered 2,271 2,096 6,653 6,093
New contracts, net 2,023 2,021 6,825 6,389
Backlog at end of period 3,174 3,433 3,174 3,433
Average sales price of homes delivered $ 489 $ 481 $ 481 $ 486
Average sales price of homes in backlog $ 544 $ 510 $ 544 $ 510
Aggregate sales value of homes in backlog $ 1,725,423 $ 1,751,442 $ 1,725,423 $ 1,751,442
Housing revenue $ 1,111,389 $ 1,008,356 $ 3,199,946 $ 2,963,500
Land sale revenue $ 1,550 $ 14,424 $ 11,753 $ 23,276
Operating income homes (a)
$ 189,553 $ 177,274 $ 554,782 $ 469,922
Operating income land
$ 72 $ 2,115 $ 3,318 $ 3,004
Number of average active communities 214 200 215 199
Number of active communities, end of period 217 204 217 204
(a)Includes the effect of total homebuilding selling, general and administrative expense for the region as disclosed in the first table set forth in this "Outlook" section.
Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in thousands) 2024 2023 2024 2023
Financial Services
Number of loans originated 1,695 1,469 4,869 4,008
Value of loans originated $ 683,118 $ 578,205 $ 1,923,219 $ 1,588,199
Revenue $ 29,970 $ 23,591 $ 87,694 $ 74,138
Less: Selling, general and administrative expenses 13,402 11,120 38,056 32,956
Less: Interest expense 3,632 2,593 9,990 7,504
Income before income taxes $ 12,936 $ 9,878 $ 39,648 $ 33,678
29
A home is included in "new contracts" when our standard sales contract is executed. "Homes delivered" represents homes for which the closing of the sale has occurred. "Backlog" represents homes for which the standard sales contract has been executed, but which are not included in homes delivered because closings for these homes have not yet occurred as of the end of the period specified.
The composition of our homes delivered, new contracts, net and backlog is constantly changing and may be based on a dissimilar mix of communities between periods as new communities open and existing communities wind down. Further, home types and individual homes within a community can range significantly in price due to differing square footage, option selections, lot sizes and quality and location of lots. These variations may result in a lack of meaningful comparability between homes delivered, new contracts, net and backlog due to the changing mix of communities between periods.
Cancellation Rates
The following table sets forth the cancellation rates for each of our homebuilding segments for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Northern 9.3 % 10.1 % 8.5 % 9.9 %
Southern 10.0 % 9.8 % 9.8 % 11.9 %
Total cancellation rate 9.7 % 9.9 % 9.2 % 11.1 %
Seasonality
Typically, our homebuilding operations experience significant seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, homes delivered increase in the second half of the year compared to the first half of the year. We believe that this seasonality reflects the tendency of homebuyers to shop for a new home in the spring with the goal of closing in the fall or winter, as well as the scheduling of construction to accommodate seasonal weather conditions. Our financial services operations also experience seasonality because loan originations correspond with the delivery of homes in our homebuilding operations.
Year Over Year Comparison
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Northern Region. During the three months ended September 30, 2024, homebuilding revenue in our Northern region increased $150.3 million, from $348.2 million in the third quarter of 2023 to $498.5 million in the third quarter of 2024. This 43% increase in homebuilding revenue was primarily the result of a 37% increase in the number of homes delivered (274 more units), a 5% increase in the average sales price of homes being delivered and the mix of homes being delivered. Operating income in our Northern region increased $31.7 million from $43.8 million in the third quarter of 2023 to $75.5 million during the quarter ended September 30, 2024. This increase in operating income was the result of a $37.8 million improvement in our gross margin partially offset by a $6.1 million increase in selling, general and administrative expense. With respect to our homebuilding gross margin, our housing gross margin improved $37.9 million and our housing gross margin percentage improved 120 basis points to 22.3% in the third quarter of 2024 from 21.1% in the prior year's third quarter. These improvements were primarily due to the increase in the number of homes delivered in addition to the mix of homes delivered compared to prior year. Our land sale gross margin declined $0.1 million in the third quarter of 2024 compared to the same period in 2023 as a result of the mix of lots sold in the current year compared to the prior year.
Selling, general and administrative expense increased $6.1 million, from $29.2 million for the quarter ended September 30, 2023 to $35.3 million for the quarter ended September 30, 2024 but declined 130 basis points as a percentage of revenue to 7.1% in 2024's third quarter from 8.4% in 2023's third quarter. The increase in selling, general and administrative expense was attributable to a $4.9 million increase in selling expense primarily due to a $4.3 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher number of homes delivered as well as a $0.6 million increase in non-variable selling expense primarily as a result of increased costs associated with our sales offices and models. This increase in selling, general and administrative expense was also attributable to a $1.2 million increase in general and administrative expense, which was primarily related to a $0.5 million increase in compensation-related expenses and $0.2 million increase in land related expenses.
During the three months ended September 30, 2024, we experienced less than 1% increase in new contracts in our Northern region, from 885 in the third quarter of 2023 to 890 in the third quarter of 2024. Homes in backlog increased 7% from 1,397
30
homes at September 30, 2023 to 1,493 homes at September 30, 2024. The increases in new contracts and backlog were primarily a result of improved demand compared to prior year. Average sales price in backlog increased approximately 3% to $538,000 at September 30, 2024 compared to $521,000 at September 30, 2023 primarily due to the mix of homes being sold. We opened seven new communities in our Northern region during the third quarter of 2024 and 2023. Our monthly absorption rate in our Northern region improved to 3.3 per community in the third quarter of 2024 compared to 2.9 per community in 2023's third quarter due to increased availability of and demand for inventory homes.
Southern Region. During the three month period ended September 30, 2024, homebuilding revenue in our Southern region decreased $60.1 million, from $674.5 million in the third quarter of 2023 to $614.4 million in the third quarter of 2024. This 9% decrease in homebuilding revenue was the result of a 7% decrease in the number of homes delivered (99 units) and an $11.8 million decrease in land sales. Operating income in our Southern region decreased $21.5 million from $135.6 million in the third quarter of 2023 to $114.1 million during the quarter ended September 30, 2024. This decrease in operating income was the result of a $16.5 million decline in our gross margin and a $5.0 million increase in selling, general, and administrative expense. With respect to our homebuilding gross margin, our housing gross margin declined $14.5 million, due primarily to the decrease in the number of homes delivered during the period and the mix of homes being delivered compared to prior year. Our housing gross margin percentage declined 10 basis points from 27.6% in prior year's third quarter to 27.5% in the third quarter of 2024, primarily due to the mix of homes being delivered. Our land sale gross margin declined $2.0 million in the third quarter of 2024 compared to the third quarter of 2023 as a result of no land sales in the current quarter.
Selling, general and administrative expense increased $5.0 million from $49.5 million in the third quarter of 2023 to $54.5 million in the third quarter of 2024 and increased 160 basis points as a percentage of revenue to 8.9% from 7.3% in the third quarter of 2023. This increase in selling, general and administrative expense was primarily attributable to a $4.5 million increase in general and administrative expense, which was due to a $2.4 million increase in compensation-related expenses, a $0.4 million increase in land-related expenses, and a $1.7 million increase in miscellaneous expenses. The increase in selling, general and administrative expense was also attributable to a $0.5 million increase in selling expense primarily due to a $2.2 million increase in non-variable selling expense primarily as a result of increased costs associated with our sales offices and models due to our increased community count, offset partially by a $1.7 million decrease in variable selling expenses resulting from decreases in sales commissions produced by the lower number of homes delivered.
During the three months ended September 30, 2024, our new contracts decreased slightly in our Southern region, from 1,136 in the third quarter of 2023 to 1,133 in the third quarter of 2024, which was primarily due to slightly weakened demand. However, homes in backlog decreased by 17% from 2,036 homes at September 30, 2023 to 1,681 homes at September 30, 2024, primarily as a result of improved construction cycle times allowing us to deliver homes in backlog at a faster rate compared to last year and a slight decrease in new contracts. Average sales price in backlog increased to $549,000 at September 30, 2024 from $503,000 at September 30, 2023 primarily due to the mix of homes being sold. During the three months ended September 30, 2024, we opened twelve new communities in our Southern region compared to opening fifteen communities during 2023's third quarter. Our monthly absorption rate in our Southern region declined to 3.1 per community in the third quarter of 2024 compared to 3.8 per community in the third quarter of 2023 as a result of a slight decline in new contracts and a decline in new communities compared to prior year.
Financial Services.Revenue from our mortgage and title operations increased 27% to an all-time quarterly record $30.0 million in the third quarter of 2024 from $23.6 million in the third quarter of 2023 due to higher margins on loans sold during the period compared to prior year's third quarter and a 15% increase in the number of loan originations from 1,469 in 2023's third quarter to 1,695 in the third quarter of 2024, and an increase in the average loan amount from $394,000 in the quarter ended September 30, 2023 to $403,000 in the quarter ended September 30, 2024.
Our financial services segment experienced a $4.1 million increase in operating income in the third quarter of 2024 compared to 2023's third quarter, which was primarily due to the increase in revenue discussed above offset, in part, by a $2.3 million increase in selling, general and administrative expense compared to the third quarter of 2023, which was primarily the result of an increase in compensation-related expenses.
At September 30, 2024, M/I Financial provided financing services in all of our markets. Approximately 89% of our homes delivered during the third quarter of 2024 were financed through M/I Financial, compared to 86% in the third quarter of 2023. Capture rate is influenced by financing availability and competition in the mortgage market and can fluctuate from quarter to quarter.
Corporate Selling, General and Administrative Expense. Corporate selling, general and administrative expense increased $4.5 million from $19.7 million for the third quarter of 2023 to $24.2 million for the third quarter of 2024. This increase
31
primarily resulted from a $2.9 million increase in compensation-related expenses and a $1.6 million increase in miscellaneous expenses.
Interest Income, net of Interest Expense.The Company earned $6.7 million of interest income - net for the three months ended September 30, 2024 compared to $5.8 million for the three months ended September 30, 2023. This increase was primarily due to a higher average cash balance on hand compared to prior year.
Income Taxes.Our overall effective tax rate was 22.9% for the three months ended September 30, 2024 and 21.9% for the three months ended September 30, 2023. The increase in the effective tax rate from the three months ended September 30, 2023 was primarily attributable to a $0.8 million decrease in tax benefit from equity compensation in 2024.
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Northern Region. Homebuilding revenue in our Northern region increased $256.9 million, from $1.11 billion in the nine months ended September 30, 2023 to $1.37 billion in the nine months ended September 30, 2024. This 23% increase in homebuilding revenue was primarily the result of a 21% increase in the number of homes delivered (488 more units) and the mix of homes delivered with an increase in the average sales price of homes delivered ($8,000 per home delivered), offset in part by a $0.4 million decrease in land sale revenue. Operating income in our Northern region increased $76.6 million, from $129.8 million during the nine months ended September 30, 2023 to $206.4 million during the nine months ended September 30, 2024. The increase in operating income was primarily the result of a $90.6 million increase in our gross margin offset partially by a $14.0 million increase in selling, general and administrative expense. With respect to our homebuilding gross margin, our housing gross margin improved $90.1 million, and our housing gross margin percentage improved 290 basis points from 19.4% in the nine months ended September 30, 2023 to 22.3% for the same period in 2024, primarily due to the mix of homes being delivered in addition to the increase in the number of homes delivered. Our land sale gross margin improved $0.4 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of the mix of lots sold in the current year compared to the prior year.
Selling, general and administrative expense increased $14.0 million, from $86.2 million for the nine months ended September 30, 2023 to $100.2 million for the nine months ended September 30, 2024, but improved by as a percentage of revenue at 7.3% in 2024 compared to 7.7% in 2023. The increase in selling, general and administrative expense was attributable to a $11.0 million increase in selling expense, primarily attributable to a $9.8 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher number of homes delivered and a $1.2 million increase in costs associated with our sales offices and models. The increase in selling, general and administrative expense was also attributable to a $3.0 million increase in general and administrative expense, which was primarily related to a $1.3 million increase in compensation-related expenses and $1.7 million increase in other miscellaneous expenses.
During the nine months ended September 30, 2024, we experienced a 15% increase in new contracts in our Northern region, from 2,662 in the nine months ended September 30, 2023 to 3,054 in the first nine months of 2024. Homes in backlog increased 7% from 1,397 at September 30, 2023 to 1,493 homes at September 30, 2024. The increase in new contracts and homes in backlog was primarily due to improved demand. Average sales price in backlog increased to $538,000 at September 30, 2024 compared to $521,000 at September 30, 2023 primarily due to the mix of homes being sold. During the nine months ended September 30, 2024, we opened 17 new communities in our Northern region compared to 27 new communities opened during the nine months ended September 30, 2023. The decrease was a result of delays in approvals for entitlements and permits, and longer development timelines, all of which delayed community openings during the period. Our monthly absorption rate in our Northern region improved to 3.5 per community in the nine months ended September 30, 2024 from 2.9 per community in the same period in 2023 as a result of increased availability of and demand for inventory homes.
Southern Region. During the nine months ended September 30, 2024, homebuilding revenue in our Southern region decreased $32.0 million from $1.87 billion in the nine months ended September 30, 2023 to $1.84 billion in the nine months ended September 30, 2024. This 2% decrease in homebuilding revenue was the result of an $11.1 million decrease in land sale revenue and a 3% decrease in the average sales price of homes delivered ($15,000 per home delivered) primarily due to the mix of homes delivered, offset in part by a 2% increase in the number of homes delivered (72 units). Operating income in our Southern region increased 3% from $343.2 million in the nine months ended September 30, 2023 to $351.7 million during the nine months ended September 30, 2024. This increase in operating income was the result of a $23.4 million improvement in our gross margin, offset partially by a $14.8 million increase in selling, general, and administrative expense. With respect to our homebuilding gross margin, our gross margin on homes delivered improved $23.5 million, due primarily to the increase in the number of homes delivered during the period and the mix of homes delivered, offset partially by the decrease in average sale price of homes delivered. Our housing gross margin percentage improved 160 basis points from 26.0% in the nine months ended September 30, 2023 to 27.6% in the same period in 2024 primarily due to the mix of homes delivered, offset partially by
32
the decrease in average sales price of homes delivered compared to prior year. Our land sale gross margin declined $0.1 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of the mix of lots sold in the current year compared to the prior year.
Selling, general and administrative expense increased $14.8 million from $141.3 million in the nine months ended September 30, 2023 to $156.1 million in the nine months ended September 30, 2024 and increased as a percentage of revenue to 8.5% compared to 7.5% in 2023's same period. The increase in selling, general and administrative expense was attributable to a $5.4 million increase in selling expense primarily due to a $5.0 million increase in non-variable selling expenses primarily related to costs associated with our sales offices and models due to our increased community count and a $0.4 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher number of homes delivered. The increase in selling, general and administrative expense was also attributable to a $9.4 million increase in general and administrative expense, which was primarily related to a $5.7 million increase in compensation-related expenses due to our increased headcount and our strong consolidated financial performance during the period, a $1.3 million increase in land-related expenses, and a $2.4 million increase in other miscellaneous expenses.
During the nine months ended September 30, 2024, we experienced a 1% increase in new contracts in our Southern region, from 3,727 in the nine months ended September 30, 2023 to 3,771 in the first nine months of 2024 primarily due to the increase in our average number of communities compared to prior year. Homes in backlog decreased 17% from 2,036 homes at September 30, 2023 to 1,681 homes at September 30, 2024 due primarily to improved construction cycle times allowing us to deliver homes in backlog at a faster rate compared to last year in addition to increased availability of inventory homes compared to prior year. Average sales price in backlog increased from $503,000 at September 30, 2023 to $549,000 at September 30, 2024 primarily due to the mix of homes delivered. During the nine months ended September 30, 2024, we opened 40 communities in our Southern region, compared to opening 29 during the nine months ended September 30, 2023. Our monthly absorption rate in our Southern region declined to 3.5 per community in the nine months ended September 30, 2024 from 4.2 per community in the nine months ended September 30, 2023 as a result of the limited lot supply in the increased number of our communities in closeout status.
Financial Services. Revenue from our mortgage and title operations increased 18% from $74.1 million in the nine months ended September 30, 2023 to $87.7 million in the nine months ended September 30, 2024 due to higher margins on loans sold during the period compared to 2023's first nine months, proceeds from the sale of mortgage servicing rights, and a 21% increase in the number of loan originations from 4,008 in the nine months ended September 30, 2023 to 4,869 in the nine months ended September 30, 2024, offset partially by a decrease in the average loan amount from $396,000 in the nine months ended September 30, 2023 to $395,000 in the nine months ended September 30, 2024.
Our financial services segment experienced a $8.5 million increase in operating income in the nine months ended September 30, 2024 compared to the same period in 2023, which was primarily due to the increase in revenue discussed above, partially offset by a $5.1 million increase in selling, general and administrative expense compared to the nine months ended September 30, 2023. The increase in selling, general and administrative expense was primarily attributable to a $4.6 million increase in compensation related expenses, a $0.6 million increase in indemnification reserves during the period, and a $0.1 million decrease in other miscellaneous expenses.
At September 30, 2024, M/I Financial provided financing services in all of our markets. Approximately 88% of our homes delivered during the nine months ended September 30, 2024 were financed through M/I Financial, compared to 82% during the nine months ended September 30, 2023. Capture rate is influenced by financing availability and can fluctuate from quarter to quarter.
Corporate Selling, General and Administrative Expense.Corporate selling, general and administrative expense increased $8.9 million from $56.7 million for the nine months ended September 30, 2023 to $65.6 million for the nine months ended September 30, 2024, primarily due to a $5.3 million increase in compensation-related expenses, a $1.0 million increase in computer-related costs, a $0.9 million increase in advertising expenses, and a $1.7 million increase in miscellaneous expenses incurred during the period.
Interest Income, net of Interest Expense.The Company earned $20.9 million of interest income - net for the nine months ended September 30, 2024 compared to $11.9 million for the nine months ended September 30, 2023. This was primarily due to a higher average cash balance on hand compared to prior year.
Income Taxes.Our overall effective tax rate was 23.6% for the nine months ended September 30, 2024 and 23.3% for the nine months ended September 30, 2023. The increase in the effective rate from the nine months ended September 30, 2023 was primarily attributable to a $0.2 million decrease in tax benefit from equity compensation in 2024.
33
LIQUIDITY AND CAPITAL RESOURCES
Overview of Capital Resources and Liquidity.
At September 30, 2024, we had $719.9 million of cash, cash equivalents and restricted cash (all of which was comprised of unrestricted cash and cash equivalents), which represents a $12.7 million decrease in unrestricted cash and cash equivalents from December 31, 2023. This decrease in cash is primarily due to house closings and the timing of land spend compared to prior year offset by a larger beginning of year balance on hand. Our principal uses of cash for the nine months ended September 30, 2024 were investment in land and land development, construction of homes, mortgage loan originations, investment in joint ventures, operating expenses, short-term working capital, and debt service requirements, including the repayment of amounts outstanding under our credit facilities, and the repurchase of $125.8 million of our outstanding common shares under both the 2021 and 2024 Share Repurchase Programs (as defined below). In order to fund these uses of cash, we used proceeds from home deliveries, the sale of mortgage loans, the sale of mortgage servicing rights, excess cash balances, borrowings under our MIF Mortgage Repurchase Facility (as defined below), and other sources of liquidity.
The Company is a party to two primary credit agreements: (1) a $650 million unsecured revolving credit facility, dated July 18, 2013, as amended (the "Credit Facility"), with M/I Homes, Inc. as borrower and guaranteed by the Company's wholly owned homebuilding subsidiaries; and (2) a $300 million mortgage repurchase agreement, dated October 24, 2023, as amended on October 22, 2024 (the "MIF Mortgage Repurchase Facility"), with M/I Financial as borrower.
As of September 30, 2024, we had outstanding notes payable (consisting primarily of notes payable for our financial services operations, the 2030 Senior Notes and the 2028 Senior Notes) with varying maturities in an aggregate principal amount of $935.4 million, with $235.4 million payable within 12 months. Future interest payments associated with these notes payable totaled $134.7 million as of September 30, 2024, with $31.9 million payable within 12 months.
As of September 30, 2024, there were no borrowings outstanding and $85.2 million of letters of credit outstanding under our $650 million Credit Facility, leaving $564.8 million available. We expect to continue to manage our balance sheet and liquidity carefully during the remainder of 2024 by managing our spending on land acquisition and development and construction of inventory homes, as well as overhead expenditures, relative to our ongoing volume of home deliveries, and we expect to meet our current and anticipated cash requirements in 2024 from cash receipts, excess cash balances and availability under our credit facilities.
During the nine months ended September 30, 2024, we delivered 6,653 homes, started 7,162 homes, ended the quarter with 5,056 homes under construction compared to 4,580 at the end of last year's third quarter, and spent $365.6 million on land purchases and $444.7 million on land development.
We are actively acquiring and developing lots in our markets to replenish our lot supply and will continue to monitor market conditions and our pace of home sales and deliveries and adjust our land spending accordingly. Pursuant to our land option agreements, as of September 30, 2024, we had a total of 28,563 lots under contract, with an aggregate purchase price of approximately $1.39 billion, to be acquired during the remainder of 2024 through 2031.
Our off-balance sheet arrangements relating to our homebuilding operations include joint venture arrangements, land option agreements, guarantees and indemnifications associated with acquiring and developing land, and the issuance of letters of credit and completion bonds. We use these arrangements to secure the most desirable lots on which to build homes for our homebuyers in a manner that we believe reduces the overall risk to the Company.
Operating Cash Flow Activities. During the nine-month period ended September 30, 2024, we generated $75.3 million of cash from operating activities, compared to generating $497.2 million of cash from operating activities during the nine months ended September 30, 2023. The cash provided by operating activities in the first nine months of 2024 was primarily a result of net income of $430.3 million, and an increase of $67.4 million in accounts payable, customer deposits and other liabilities, offset, in part, by a $335.1 million increase in inventory purchases and payments for mortgage loan originations which exceeded the proceeds from the sale of mortgage loans by $66.4 million, an increase in other assets of $33.4 million, and a decrease in accrued compensation totaling $4.3 million. The cash generated in operating activities during the nine months ended September 30, 2023 was primarily a result of net income of $360.1 million, $34.5 million of proceeds from the sale of mortgage loans net of mortgage loan originations, a $108.6 million decrease in inventory purchases due to delays and timing of land purchases and an increase of $22.3 million in accounts payable, offset, in part, by a decrease in accrued compensation and other liabilities totaling $42.6 million.
Investing Cash Flow Activities. During the nine months ended September 30, 2024, we used $45.0 million of cash in investing activities, compared to using $14.1 million of cash in investing activities during the nine months ended September 30, 2023.
34
The cash used in investing activities in the first nine months of 2024 was primarily a result of a $45.9 million increase in our investment in joint venture arrangements and a $6.4 million increase in property and equipment, offset, in part, by $7.2 million of proceeds from the sale of a portion of our mortgage servicing rights. The cash used in investing activities during the nine months ended September 30, 2023 was primarily a result of a $19.7 million increase in our investment in joint venture arrangements and a $4.6 million increase in property and equipment, offset, in part, by $10.2 million of proceeds from the sale of a portion of our mortgage servicing rights during the second quarter of 2023.
Financing Cash Flow Activities. During the nine months ended September 30, 2024, we used $43.2 million of cash in financing activities, compared to using $58.4 million of cash in financing activities during the nine months ended September 30, 2023. The cash used in financing activities in 2024 was primarily due to the repurchase of $125.8 million of our outstanding common shares during the nine months ended September 30, 2024, offset partially by proceeds from borrowings (net of repayments) under our MIF Mortgage Repurchase Facility of $69.6 million and $13.0 million in proceeds from the exercise of stock options during the nine months ended September 30, 2024. The cash used in financing activities in the first nine months of 2023 was primarily due to repayments of $45.1 million (net of proceeds from borrowings) under our two then-outstanding M/I Financial credit facilities and the repurchase of $40.3 million of our outstanding common shares during the first nine months of 2023, offset partially by the $27.2 million in proceeds from the exercise of stock options during the first nine months of 2023.
On May 14, 2024, the Company announced that its Board of Directors authorized a new share repurchase program pursuant to which the Company was permitted to purchase up to $250 million of its outstanding common shares (the "2024 Share Repurchase Program"), which replaced the 2021 Share Repurchase Program which had $95 million of remaining availability at the time. During the nine months ended September 30, 2024, the Company repurchased 0.9 million outstanding common shares for an aggregate purchase price of $125.8 million under both the 2021 and the 2024 Share Repurchase Programs which was funded with cash on hand. As of September 30, 2024, the Company is authorized to repurchase an additional $156.9 million of outstanding common shares under the 2024 Share Repurchase Program (see Note 12to our financial statements for more information).
Based on current market conditions, expected capital needs and availability, and the current market price of the Company's common shares, we expect to continue repurchasing shares during the remainder of 2024. The timing and amount of any future purchases under the 2024 Share Repurchase Program will be 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.
At September 30, 2024 and December 31, 2023, our ratio of homebuilding debt to capital was 20% and 22%, respectively, calculated as the carrying value of our outstanding homebuilding debt (which consists of borrowings under our Credit Facility, our 2030 Senior Notes and our 2028 Senior Notes) divided by the sum of the carrying value of our outstanding homebuilding debt plus shareholders' equity. We believe that this ratio provides useful information for understanding our financial position and the leverage employed in our operations, and for comparing us with other homebuilders.
We fund our operations with cash flows from operating activities, including proceeds from home deliveries, land sales and the sale of mortgage loans. We believe that these sources of cash, along with our balance of unrestricted cash and borrowings available under our credit facilities, will be sufficient to fund our currently anticipated working capital needs, investment in land and land development, construction of homes, operating expenses, planned capital spending, and debt service requirements for at least the next twelve months. In addition, we routinely monitor current and anticipated operational and debt service requirements, financial market conditions, and credit relationships, and we may choose to seek additional capital by issuing new debt and/or equity securities or engaging in other financial transactions to strengthen our liquidity or our long-term capital structure. The financing needs of our homebuilding and financial services operations depend on anticipated sales and home delivery volume in the current year as well as future years, inventory levels and related turnover, forecasted land and lot purchases, debt maturity dates, and other factors. If we seek such additional capital or engage in such other financial transactions, there can be no assurance that we would be able to obtain such additional capital or consummate such other financial transactions on terms acceptable to us, if at all, and such additional equity or debt financing or other financial transactions could dilute the interests of our existing shareholders, add operational limitations and/or increase our interest costs.
35
Included in the table below is a summary of our available sources of cash from the Credit Facility and the MIF Mortgage Repurchase Facility as of September 30, 2024:
(In thousands) Expiration
Date 		Outstanding
Balance 		Available
Amount
Notes payable - homebuilding(a)
(a) $ - $ 564,840
Notes payable - financial services (b)
(b) $ 235,441 $ 87
(a)The available amount under the Credit Facility is computed in accordance with the borrowing base calculation under the Credit Facility, which applies various advance rates for different categories of inventory and totaled $2.22 billion of availability for additional senior debt at September 30, 2024. As a result, the full $650 million commitment amount of the facility was available, less any borrowings and letters of credit outstanding. There were no borrowings outstanding and $85.2 million of letters of credit outstanding at September 30, 2024, leaving $564.8 million available. The Credit Facility has an expiration date of December 9, 2026.
(b)The available amount is computed in accordance with the borrowing base calculations under the MIF Mortgage Repurchase Facility, which may be increased by pledging additional mortgage collateral, not to exceed the maximum aggregate commitment amount of M/I Financial's repurchase agreement as of September 30, 2024, which was $270 million. On October 22, 2024, M/I Financial entered into an amendment to the MIF Mortgage Repurchase Facility which extended its term for an additional year to October 21, 2025 and increased the aggregate commitment amount to $300 million for the entire remaining term.
Notes Payable - Homebuilding.
Homebuilding Credit Facility.The Credit Facility provides for an aggregate commitment amount of $650 million and also includes an accordion feature pursuant to which the maximum borrowing availability may be increased to an aggregate of $800 million, subject to obtaining additional commitments from lenders. The Credit Facility matures on December 9, 2026. Interest on amounts borrowed under the Credit Facility is payable at multiple interest rate options, including one, three, or six month adjusted term secured overnight financing rate ("SOFR") (subject to a floor of 0.25%) plus a margin of 175 basis points (subject to adjustment in subsequent quarterly periods based on the Company's leverage ratio).
Borrowings under the Credit Facility constitute senior, unsecured indebtedness and availability is subject to, among other things, a borrowing base calculated using various advance rates for different categories of inventory. The Credit Facility also provides for a $250 million sub-facility for letters of credit. 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 of $1.73 billion at September 30, 2024 (subject to increase over time based on earnings and proceeds from equity offerings), (2) a leverage ratio not in excess of 60%, and (3) either a minimum Interest Coverage Ratio of 1.5 to 1.0 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 (each as defined in the Credit Facility).
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. The guarantors for the Credit Facility are the same subsidiaries that guarantee our 2030 Senior Notes and our 2028 Senior Notes.
As of September 30, 2024, the Company was in compliance with all covenants of the Credit Facility, including financial covenants. The following table summarizes the most significant restrictive covenant thresholds under the Credit Facility and our compliance with such covenants as of September 30, 2024:
Financial Covenant Covenant Requirement Actual
(Dollars in millions)
Consolidated Tangible Net Worth ≥ $ 1,733.7 $ 2,761.4
Leverage Ratio ≤ 0.60 0.02
Interest Coverage Ratio ≥ 1.5 to 1.0 22.8 to 1.0
Investments in Unrestricted Subsidiaries and Joint Ventures ≤ $ 828.4 $ 6.4
Unsold Housing Units and Model Homes ≤ 3,147 1,785
Notes Payable - Financial Services.
MIF Mortgage Repurchase Facility. The MIF Mortgage Repurchase Facility is used to finance eligible residential mortgage loans originated by M/I Financial. The MIF Mortgage Repurchase Facility provides for a maximum borrowing availability of
36
$300 million (and was subject to increases and decreases during certain periods). The MIF Mortgage Repurchase Facility was scheduled to expire on October 22, 2024.
On October 22, 2024, M/I Financial entered into an amendment to the MIF Mortgage Repurchase Facility that extends the term of the MIF Mortgage Repurchase Facility for an additional year to October 21, 2025 and increases the aggregate commitment amount to $300 million for the entire remaining term. As is typical for similar credit facilities, the amended MIF Mortgage Repurchase Facility expires after one year and is under consideration for extension annually by the participating lenders.
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 repurchase agreement. The MIF Mortgage Repurchase Facility provides for limits with respect to certain loan types that can secure outstanding borrowings. The MIF Mortgage Repurchase Facility also contains certain financial covenants each of which is defined in the repurchase agreement. There are no guarantors of the MIF Mortgage Repurchase Facility.
As of September 30, 2024, there was $235 million outstanding under the MIF Mortgage Repurchase Facility (which at the time had a maximum borrowing availability of $270 million), and M/I Financial was in compliance with all covenants thereunder. The financial covenants, as more fully described and defined in the MIF Mortgage Repurchase Facility, are summarized in the following table, which also sets forth M/I Financial's compliance with such covenants as of September 30, 2024:
Financial Covenant Covenant Requirement Actual
(Dollars in millions)
Leverage Ratio ≤ 12.0 to 1.0 5.7 to 1.0
Liquidity ≥ $ 10.0 $ 38.0
Adjusted Net Income > $ 0.0 $ 24.3
Tangible Net Worth ≥ $ 25.0 $ 44.6
Senior Notes.
3.95% Senior Notes.On August 23, 2021, the Company issued $300 million aggregate principal amount of 3.95% Senior Notes due 2030. 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 September 30, 2024, the Company was in compliance with all terms, conditions, and covenants under the indenture.
4.95% Senior Notes. On January 22, 2020, the Company issued $400 million aggregate principal amount of 4.95% Senior Notes due 2028. 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 September 30, 2024, the Company was in compliance with all terms, conditions, and covenants under the indenture.
See Note 8to our financial statements for more information regarding the 2030 Senior Notes and the 2028 Senior Notes.
Supplemental Financial Information.
As of September 30, 2024, M/I Homes, Inc. had $300 million aggregate principal amount of its 2030 Senior Notes and $400 million aggregate principal amount of its 2028 Senior Notes outstanding.
The 2030 Senior Notes and the 2028 Senior Notes are fully and unconditionally guaranteed, on a joint and several basis, by all of M/I Homes, Inc.'s subsidiaries (the "Subsidiary Guarantors") 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 M/I Homes, Inc. or another subsidiary, and other subsidiaries designated as Unrestricted Subsidiaries (as defined in the indentures governing the 2030 Senior Notes and the 2028 Senior Notes), subject to limitations on the aggregate amount invested in such Unrestricted Subsidiaries in accordance with the terms
37
of the Credit Facility and the indentures governing the 2030 Senior Notes and the 2028 Senior Notes (the "Non-Guarantor Subsidiaries"). The Subsidiary Guarantors of the 2030 Senior Notes, the 2028 Senior Notes and the Credit Facility are the same.
Each Subsidiary Guarantor is a direct or indirect 100%-owned subsidiary of M/I Homes, Inc. The guarantees are senior unsecured obligations of each Subsidiary Guarantor and rank equally in right of payment with all existing and future unsecured senior indebtedness of such Subsidiary Guarantor. The guarantees are effectively subordinated to any existing and future secured indebtedness of such Subsidiary Guarantor with respect to any assets comprising security or collateral for such indebtedness.
The guarantees are "full and unconditional," as those terms are used in Regulation S-X, Rule 3-10(b)(3), except that the indentures governing the 2030 Senior Notes and the 2028 Senior Notes provide that a Subsidiary Guarantor's guarantee will be released if: (1) all of the assets of such Subsidiary Guarantor have been sold or otherwise disposed of in a transaction in compliance with the terms of the applicable indenture; (2) all of the Equity Interests (as defined in the applicable indenture) held by M/I Homes, Inc. and the Restricted Subsidiaries (as defined in the applicable Indenture) of such Subsidiary Guarantor have been sold or otherwise disposed of to any person other than M/I Homes, Inc. or a Restricted Subsidiary in a transaction in compliance with the terms of the applicable indenture; (3) the Subsidiary Guarantor is designated an Unrestricted Subsidiary (or otherwise ceases to be a Restricted Subsidiary (including by way of liquidation or merger)) in compliance with the terms of the applicable indenture; (4) M/I Homes, Inc. exercises its legal defeasance option or covenant defeasance option under the applicable indenture; or (5) all obligations under the applicable indenture are discharged in accordance with the terms of the applicable indenture.
The enforceability of the obligations of the Subsidiary Guarantors under their guarantees may be subject to review under applicable federal or state laws relating to fraudulent conveyance or transfer, voidable preference and similar laws affecting the rights of creditors generally. In certain circumstances, a court could void the guarantees, subordinate amounts owing under the guarantees or order other relief detrimental to the holders of the 2030 Senior Notes and the 2028 Senior Notes.
The following tables present summarized financial information on a combined basis for M/I Homes, Inc. and the Subsidiary Guarantors. Transactions between M/I Homes, Inc. and the Subsidiary Guarantors have been eliminated and the summarized financial information does not reflect M/I Homes, Inc.'s or the Subsidiary Guarantors' investment in, and equity in earnings from, the Non-Guarantor Subsidiaries.
Summarized Balance Sheet Data
(In thousands) As of September 30, 2024 As of December 31, 2023
Assets:
Cash $ 676,971 $ 695,810
Investment in joint venture arrangements $ 57,056 $ 38,373
Amounts due from Non-Guarantor Subsidiaries $ 6,575 $ 6,949
Total assets $ 4,136,309 $ 3,769,713
Liabilities and Shareholders' Equity:
Total liabilities $ 1,349,853 $ 1,306,433
Shareholders' equity $ 2,786,456 $ 2,463,280
Summarized Statement of Income Data
Nine Months Ended
(In thousands) September 30, 2024
Revenues $ 3,211,699
Land and housing costs $ 2,397,329
Selling, general and administrative expense $ 320,693
Income before income taxes $ 524,615
Net income $ 398,615
Weighted Average Borrowings. For the three months ended September 30, 2024 and 2023, our weighted average borrowings outstanding were $722.5 million and $750.5 million, respectively, with a weighted average interest rate of 5.33% and 5.35%, respectively. The decrease in our weighted average borrowings related to decreased average borrowings under our M/I Financial credit facility during the third quarter of 2024 compared to the same period in 2023. The decrease in our weighted average borrowing rate was due to lower interest rates on the Credit Facility in 2024 compared to the prior year.
38
At both September 30, 2024 and December 31, 2023, we had no borrowings outstanding under the Credit Facility. Based on our currently anticipated spending on home construction, overhead expenses and land acquisition and development during 2024, offset by expected cash receipts from home deliveries and other sources, we do not expect to incur borrowings under the Credit Facility during 2024. To the extent we elect to borrow under the Credit Facility during the remainder of 2024, 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 2024 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 $85.2 million of letters of credit issued and outstanding under the Credit Facility at September 30, 2024. During the nine months ended September 30, 2024, the average daily amount of letters of credit outstanding under the Credit Facility was $74.3 million and the maximum amount of letters of credit outstanding under the Credit Facility was $86.5 million.
At September 30, 2024, M/I Financial had $235.4 million outstanding under the MIF Mortgage Repurchase Facility. During the nine months ended September 30, 2024, the average daily amount outstanding under the MIF Mortgage Repurchase Facility was $20.1 million and the maximum amount outstanding was $235.4 million, which occurred during September 2024.
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 2.4% in September 2024, as measured by the Consumer Price Index, down slightly from prior quarter, and 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.
Interest rates began to rise in the second half of 2023 from 6.5% at the end of 2022 to over 8% by the end of October 2023 (the highest rates since 2001). Rates declined slightly by the end of 2023 to approximately 7%, and have hovered around 7% throughout most of the first nine months of 2024 and declined to roughly 6.1% as of September 30, 2024. In September 2024, the Federal Reserve Board announced a 50 basis point interest rate cut, which is the first cut since early 2020. The higher 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. With recent rate cuts, we believe that hesitant potential homebuyers could 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.
39
ITEM 3: 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 $920 million as of September 30, 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 nine 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 September 30, 2024 and December 31, 2023:
September 30, December 31,
Description of Financial Instrument (in thousands) 2024 2023
Whole loan contracts and related committed IRLCs $ 1,305 $ -
Uncommitted IRLCs 252,580 174,274
FMBSs related to uncommitted IRLCs 286,000 174,000
Whole loan contracts and related mortgage loans held for sale 17,864 10,398
FMBSs related to mortgage loans held for sale 206,000 152,000
Mortgage loans held for sale covered by FMBSs 221,600 160,547
The table below shows the measurement of assets and liabilities at September 30, 2024 and December 31, 2023:
September 30, December 31,
Description of Financial Instrument (in thousands) 2024 2023
Mortgage loans held for sale $ 242,812 $ 176,329
Forward sales of mortgage-backed securities (1,228) (7,220)
Interest rate lock commitments 3,443 3,617
Whole loan contracts 113 (335)
Total $ 245,140 $ 172,391
The following table sets forth the amount of (loss) gain recognized on assets and liabilities for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, Nine Months Ended September 30,
Description (in thousands) 2024 2023 2024 2023
Mortgage loans held for sale $ 3,569 $ (1,710) $ 98 $ (873)
Forward sales of mortgage-backed securities (2,896) 4,655 5,992 10,522
Interest rate lock commitments 1,709 (1,701) (470) (740)
Whole loan contracts 493 (397) 444 (303)
Total gain (loss) recognized
$ 2,875 $ 847 $ 6,064 $ 8,606
40
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 September 30, 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, their outstanding balances are included in the most current period presented. The interest rates for our variable rate debt represent the weighted average interest rates in effect at September 30, 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) 2024 2025 2026 2027 2028 Thereafter Total 9/30/2024
ASSETS:
Mortgage loans held for sale:
Fixed rate $ 246,898 - - - - - $ 246,898 $ 242,812
Weighted average interest rate 5.98 % - - - - - 5.98 %
LIABILITIES:
Long-term debt - fixed rate - - - - $ 400,000 $ 300,000 $ 700,000 $ 668,000
Weighted average interest rate - - - - 2.83 % 1.69 % 4.52 %
Short-term debt - variable rate $ 235,441 - - - - - $ 235,441 $ 235,441
Weighted average interest rate 6.70 % - - - - - 6.70 %
41
ITEM 4: 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) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) was performed by the Company's management, with the participation of the Company's principal executive officer and principal financial officer. 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 report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company's legal proceedings are discussed in Note 6to the Company's Consolidated Financial Statements.
Item 1A. Risk Factors
There have been no material changes to the risk factors appearing in our 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Recent Sales of Unregistered Securities - None.
(b) Use of Proceeds - Not Applicable.
(c) Purchases of Equity Securities
Common shares purchased during the three months ended September 30, 2024 were as follows:
Period Total Number of Shares Purchased
Average Price Paid per Common Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)
July 1, 2024 - July 31, 2024 - $ - - $ 207,110,140
August 1, 2024 - August 31, 2024 120,000 $ 155.56 120,000 $ 188,442,750
September 1, 2024 - September 30, 2024 202,000 $ 156.27 202,000 $ 156,876,530
Quarter ended September 30, 2024 322,000 $ 156.00 322,000 $ 156,876,530
(1) On May 14, 2024, the Company announced that its Board of Directors authorized the 2024 Share Repurchase Program, which replaced the 2021 Share Repurchase Program which had $95 million of remaining availability at the time. Under the 2024 Share Repurchase Program, the Company may purchase up to $250 million of its outstanding common shares through open market transactions, privately negotiated transactions or otherwise in accordance with all applicable laws, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The 2024 Share Repurchase Program does not have an expiration date and may be modified, suspended or discontinued at any time. See Note 12to our Condensed Consolidated Financial Statements for additional information.
See Note 8to our Condensed Consolidated Financial Statements above for more information regarding the limit imposed by the indenture governing our 2028 Senior Notes on our ability to pay dividends on, and repurchase, our common shares and any preferred shares of the Company then outstanding to the amount of the positive balance in our "restricted payments basket," as defined in the indenture.
The timing, amount and other terms and conditions of any future repurchases under the 2024 Share Repurchase Program will be determined by the Company's management at its discretion 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. See Note 12to the Condensed Consolidated Financial Statements and the "Liquidity and Capital Resources" section above for more information regarding the 2024 Share Repurchase Program.
42
Item 3. Defaults Upon Senior Securities- None.
Item 4. Mine Safety Disclosures- None.
Item 5. Other Information- During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as such terms are defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
The exhibits required to be filed herewith are set forth below.
Exhibit Number Description
22
List of Subsidiary Guarantors. (Filed herewith.)
31.1
Certification by Robert H. Schottenstein, Chief Executive Officer, pursuant to Item 601 of Regulation S-K as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2
Certification by Phillip G. Creek, Chief Financial Officer, pursuant to Item 601 of Regulation S-K as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1
Certification by Robert H. Schottenstein, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2
Certification by Phillip G. Creek, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
101.INS XBRL Instance 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 and included in Exhibit 101).
43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
M/I Homes, Inc.
(Registrant)
Date: November 1, 2024 By: /s/ Robert H. Schottenstein
Robert H. Schottenstein
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
Date: November 1, 2024 By: /s/ Ann Marie W. Hunker
Ann Marie W. Hunker
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
44