Condensed Financial Information of Parent Company Only Disclosure [Text Block] |
Supplemental Guarantor Information
The Company's obligations under the 2018 Senior Notes are not guaranteed by all of the Company's subsidiaries and therefore, the Company has disclosed condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.
The following condensed consolidating financial information includes balance sheets, statements of operations and cash flow information for the parent company, the Guarantors, as defined and listed in the indenture for the 2018 Senior Notes (the “Guarantor Subsidiaries”), collectively, and for all other subsidiaries and joint ventures of the Company (“the Non-Guarantor Subsidiaries”), collectively. Each Guarantor Subsidiary is a direct or indirect wholly-owned subsidiary of M/I Homes, Inc. and has fully and unconditionally guaranteed the 2018 Senior Notes, on a joint and several basis.
There are no significant restrictions on the parent company's ability to obtain funds from its Guarantor Subsidiaries in the form of a dividend, loan, or other means.
As of June 30, 2011, each of the Company's subsidiaries is a Guarantor Subsidiary, with the exception of subsidiaries that are primarily engaged in the business of mortgage financing, the origination of mortgages for resale, title insurance or similar financial businesses relating to the homebuilding and home sales business and certain subsidiaries that are not wholly-owned by the Company or another subsidiary.
In the condensed financial tables presented below, the parent company presents all of its wholly-owned subsidiaries accounted for under the equity method. All applicable corporate expenses have been allocated appropriately among the Guarantor Subsidiaries and Non-Guarantor Subsidiaries.
| | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | | | | | | | | | | Three Months Ended June 30, 2011 | | | | Guarantor | Non-Guarantor | | | (In thousands) | | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | | | | | | | Revenue | | $ | — |
| $ | 134,149 |
| $ | 3,295 |
| $ | — |
| $ | 137,444 |
| Costs and expenses: | |
|
|
|
|
| Land and housing | | — |
| 114,043 |
| — |
| — |
| 114,043 |
| Impairment of inventory and investment in Unconsolidated LLCs | | — |
| 5,445 |
| — |
| — |
| 5,445 |
| General and administrative | | — |
| 10,994 |
| 1,772 |
| — |
| 12,766 |
| Selling | | — |
| 10,754 |
| — |
| — |
| 10,754 |
| Interest | | — |
| 3,294 |
| 171 |
| — |
| 3,465 |
| Total costs and expenses | | — |
| 144,530 |
| 1,943 |
| — |
| 146,473 |
| | | | | | | | (Loss) income before income taxes | | — |
| (10,381 | ) | 1,352 |
| — |
| (9,029 | ) | | |
|
|
|
|
| (Benefit) provision for income taxes | | — |
| (282 | ) | 397 |
| — |
| 115 |
| | |
|
|
|
|
| Equity in subsidiaries | | (9,144 | ) | — |
| — |
| 9,144 |
| — |
| | |
|
|
|
|
| Net (loss) income | | $ | (9,144 | ) | $ | (10,099 | ) | $ | 955 |
| $ | 9,144 |
| $ | (9,144 | ) |
| | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | | | | | | | | | | Six Months Ended June 30, 2011 | | | | Guarantor | Non-Guarantor | | | (In thousands) | | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | | | | | | | Revenue | | $ | — |
| $ | 241,519 |
| $ | 6,495 |
| $ | — |
| $ | 248,014 |
| Costs and expenses: | |
|
|
|
|
| Land and housing | | — |
| 206,617 |
| — |
| — |
| 206,617 |
| Impairment of inventory and investment in Unconsolidated LLCs | | — |
| 16,316 |
| — |
| — |
| 16,316 |
| General and administrative | | — |
| 20,692 |
| 3,476 |
| — |
| 24,168 |
| Selling | | — |
| 19,408 |
| — |
| — |
| 19,408 |
| Interest | | — |
| 7,059 |
| 441 |
| — |
| 7,500 |
| Total costs and expenses | | — |
| 270,092 |
| 3,917 |
| — |
| 274,009 |
| | | | | | | | (Loss) income before income taxes | | — |
| (28,573 | ) | 2,578 |
| — |
| (25,995 | ) | | | | | | | | (Benefit) provision for income taxes | | — |
| (637 | ) | 825 |
| — |
| 188 |
| | | | | | | | Equity in subsidiaries | | (26,183 | ) | — |
| — |
| 26,183 |
| — |
| | | | | | | | Net (loss) income | | $ | (26,183 | ) | $ | (27,936 | ) | $ | 1,753 |
| $ | 26,183 |
| $ | (26,183 | ) |
| | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | | | | | | Three Months Ended June 30, 2010 | | |
| Guarantor | Non-Guarantor |
|
| (In thousands) | | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | |
|
|
|
|
| Revenue | | $ | — |
| $ | 192,917 |
| $ | 3,487 |
| $ | — |
| $ | 196,404 |
| Costs and expenses: | |
|
|
|
|
| Land and housing | | — |
| 165,063 |
| — |
| — |
| 165,063 |
| Impairment of inventory and investment in Unconsolidated LLCs | | — |
| 6,294 |
| — |
| — |
| 6,294 |
| General and administrative | | — |
| 11,511 |
| 2,050 |
| — |
| 13,561 |
| Selling | | — |
| 14,153 |
| — |
| — |
| 14,153 |
| Interest | | — |
| 1,838 |
| 241 |
| — |
| 2,079 |
| Total costs and expenses | | — |
| 198,859 |
| 2,291 |
| — |
| 201,150 |
| | |
|
|
|
|
| (Loss) income before income taxes | | — |
| (5,942 | ) | 1,196 |
| — |
| (4,746 | ) | | |
|
|
|
|
| (Benefit) provision for income taxes | | — |
| (187 | ) | 248 |
| — |
| 61 |
| | |
|
|
|
|
| Equity in subsidiaries | | (4,807 | ) | — |
| — |
| 4,807 |
| — |
| | |
|
|
|
|
| Net (loss) income | | $ | (4,807 | ) | $ | (5,755 | ) | $ | 948 |
| $ | 4,807 |
| $ | (4,807 | ) |
| | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS | | | | | | Six Months Ended June 30, 2010 | | | | Guarantor | Non-Guarantor | | | (In thousands) | | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | | | | | | | Revenue | | $ | — |
| $ | 308,599 |
| $ | 7,194 |
| $ | — |
| $ | 315,793 |
| Costs and expenses: | |
|
|
|
|
| Land and housing | | — |
| 264,371 |
| — |
| — |
| 264,371 |
| Impairment of inventory and investment in Unconsolidated LLCs | | — |
| 9,410 |
| — |
| — |
| 9,410 |
| General and administrative | | — |
| 22,458 |
| 3,995 |
| — |
| 26,453 |
| Selling | | — |
| 24,747 |
| — |
| — |
| 24,747 |
| Interest | | — |
| 3,850 |
| 370 |
| — |
| 4,220 |
| Total costs and expenses | | — |
| 324,836 |
| 4,365 |
| — |
| 329,201 |
| | | | | | | | (Loss) income before income taxes | | — |
| (16,237 | ) | 2,829 |
| — |
| (13,408 | ) | | |
|
|
|
|
| (Benefit) provision for income taxes | | — |
| (1,031 | ) | 765 |
| — |
| (266 | ) | | |
|
|
|
|
| Equity in subsidiaries | | (13,142 | ) | — |
| — |
| 13,142 |
| — |
| | |
|
|
|
|
| Net (loss) income | | $ | (13,142 | ) | $ | (15,206 | ) | $ | 2,064 |
| $ | 13,142 |
| $ | (13,142 | ) |
| | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING BALANCE SHEET | | | | | | | | | | June 30, 2011 | | |
| Guarantor | Non-Guarantor |
|
| (In thousands) | | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | |
|
|
|
|
| ASSETS: | |
|
|
|
|
| Cash | | $ | — |
| $ | 28,862 |
| $ | 16,038 |
| $ | — |
| $ | 44,900 |
| Restricted cash | | — |
| 68,902 |
| — |
| — |
| 68,902 |
| Mortgage loans held for sale | | — |
| — |
| 35,725 |
| — |
| 35,725 |
| Inventory | | — |
| 462,796 |
| — |
| — |
| 462,796 |
| Property and equipment - net | | — |
| 15,324 |
| 137 |
| — |
| 15,461 |
| Investment in Unconsolidated LLCs | | — |
| — |
| 10,026 |
| — |
| 10,026 |
| Investment in subsidiaries | | 390,903 |
| — |
| — |
| (390,903 | ) | — |
| Intercompany | | 121,602 |
| (111,596 | ) | (10,006 | ) | — |
| — |
| Income tax receivable | | — |
| 1,163 |
| — |
| — |
| 1,163 |
| Other assets | | 6,336 |
| 7,101 |
| 873 |
| — |
| 14,310 |
| TOTAL ASSETS | | $ | 518,841 |
| $ | 472,552 |
| $ | 52,793 |
| $ | (390,903 | ) | $ | 653,283 |
| | | | | | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | LIABILITIES: | | | | | | | Accounts payable | | $ | — |
| $ | 42,434 |
| $ | 757 |
| $ | — |
| $ | 43,191 |
| Customer deposits | | — |
| 4,974 |
| — |
| — |
| 4,974 |
| Other liabilities | | — |
| 36,197 |
| 4,492 |
| — |
| 40,689 |
| Community development district obligations | | — |
| 6,639 |
| — |
| — |
| 6,639 |
| Obligation for consolidated inventory not owned | | — |
| 1,015 |
| — |
| — |
| 1,015 |
| Note payable bank - financial services operations | | — |
| — |
| 32,133 |
| — |
| 32,133 |
| Note payable - other | | — |
| 5,801 |
| — |
| — |
| 5,801 |
| Senior notes | | 238,813 |
| — |
| — |
| — |
| 238,813 |
| TOTAL LIABILITIES | | 238,813 |
| 97,060 |
| 37,382 |
| — |
| 373,255 |
| | | | | | | | Shareholders' equity | | 280,028 |
| 375,492 |
| 15,411 |
| (390,903 | ) | 280,028 |
| | | | | | | | TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 518,841 |
| $ | 472,552 |
| $ | 52,793 |
| $ | (390,903 | ) | $ | 653,283 |
|
| | | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING BALANCE SHEET | | | | | | | | | | December 31, 2010 | | | | Guarantor | Non-Guarantor | | | (In thousands) | | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | | | | | | | ASSETS: | | | | | | | Cash | | $ | — |
| $ | 71,874 |
| $ | 9,334 |
| $ | — |
| $ | 81,208 |
| Restricted cash | | — |
| 41,923 |
| — |
| — |
| 41,923 |
| Mortgage loans held for sale | | — |
| — |
| 43,312 |
| — |
| 43,312 |
| Inventory | | — |
| 450,936 |
| — |
| — |
| 450,936 |
| Property and equipment - net | | — |
| 16,340 |
| 214 |
| — |
| 16,554 |
| Investment in Unconsolidated LLCs | | — |
| — |
| 10,589 |
| — |
| 10,589 |
| Investment in subsidiaries | | 418,085 |
| — |
| — |
| (418,085 | ) | — |
| Intercompany | | 116,875 |
| (102,884 | ) | (13,991 | ) | — |
| — |
| Income tax receivable | | — |
| 994 |
| — |
| — |
| 994 |
| Other assets | | 7,141 |
| 6,631 |
| 2,606 |
| — |
| 16,378 |
| TOTAL ASSETS | | $ | 542,101 |
| $ | 485,814 |
| $ | 52,064 |
| $ | (418,085 | ) | $ | 661,894 |
| | | | | | | | LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | LIABILITIES: | | | | | | | Accounts payable | | $ | — |
| $ | 28,631 |
| $ | 399 |
| $ | — |
| $ | 29,030 |
| Customer deposits | | — |
| 3,017 |
| — |
| — |
| 3,017 |
| Other liabilities | | — |
| 37,305 |
| 4,811 |
| — |
| 42,116 |
| Community development district obligations | | — |
| 7,112 |
| — |
| — |
| 7,112 |
| Obligation for consolidated inventory not owned | | — |
| 468 |
| — |
| — |
| 468 |
| Note payable bank - financial services operations | | — |
| — |
| 32,197 |
| — |
| 32,197 |
| Note payable - other | | — |
| 5,853 |
| — |
| — |
| 5,853 |
| Senior notes | | 238,610 |
| — |
| — |
| — |
| 238,610 |
| TOTAL LIABILITIES | | 238,610 |
| 82,386 |
| 37,407 |
| — |
| 358,403 |
| | | | | | | | Shareholders' equity | | 303,491 |
| 403,428 |
| 14,657 |
| (418,085 | ) | 303,491 |
| | | | | | | | TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 542,101 |
| $ | 485,814 |
| $ | 52,064 |
| $ | (418,085 | ) | $ | 661,894 |
|
| | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | | | | | | | | Six Months Ended June 30, 2011 | | | Guarantor | Non-Guarantor | | | (In thousands) | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | | | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | Net cash (used in) provided by operating activities | — |
| (20,847 | ) | 12,328 |
| — |
| (8,519 | ) | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | Restricted cash | — |
| (23,248 | ) | — |
| — |
| (23,248 | ) | Purchase of property and equipment | — |
| (699 | ) | (10 | ) | — |
| (709 | ) | Acquisition, net of cash acquired | — |
| (4,654 | ) | — |
| — |
| (4,654 | ) | Proceeds from the sale of property | — |
| — |
| (454 | ) | — |
| (454 | ) | Distributions from Unconsolidated LLCs | — |
| — |
| 21 |
| — |
| 21 |
| Net cash used in investing activities | — |
| (28,601 | ) | (443 | ) | — |
| (29,044 | ) | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | Proceeds from bank borrowings - net | — |
| — |
| (64 | ) | — |
| (64 | ) | Principal repayments of note payable - other and community development district bond obligations | — |
| (52 | ) | — |
| — |
| (52 | ) | Intercompany financing | (1,591 | ) | 6,638 |
| (5,047 | ) | — |
| — |
| Debt issue costs | — |
| (150 | ) | (70 | ) | — |
| (220 | ) | Proceeds from exercise of stock options | 1,433 |
| — |
| — |
| — |
| 1,433 |
| Excess tax expense from stock-based payment arrangements | 158 |
| — |
| — |
| — |
| 158 |
| Net cash provided by (used) in financing activities | — |
| 6,436 |
| (5,181 | ) | — |
| 1,255 |
| | | | | | | Net (decrease) increase in cash | — |
| (43,012 | ) | 6,704 |
| — |
| (36,308 | ) | Cash balance at beginning of period | — |
| 71,874 |
| 9,334 |
| — |
| 81,208 |
| Cash balance at end of period | $ | — |
| $ | 28,862 |
| $ | 16,038 |
| $ | — |
| $ | 44,900 |
|
| | | | | | | | | | | | | | | | | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | | | | | | | | Six Months Ended June 30, 2010 | | | Guarantor | Non-Guarantor | | | (In thousands) | M/I Homes, Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | | | | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | Net cash used in operating activities | — |
| (7,819 | ) | (10,219 | ) | — |
| (18,038 | ) | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | Restricted cash | — |
| (14,961 | ) | — |
| — |
| (14,961 | ) | Purchase of property and equipment | — |
| (691 | ) | (80 | ) | — |
| (771 | ) | Investments in and advances to Unconsolidated LLCs | — |
| — |
| (289 | ) | — |
| (289 | ) | Distributions from Unconsolidated LLCs | — |
| — |
| 13 |
| — |
| 13 |
| Net cash used in investing activities | — |
| (15,652 | ) | (356 | ) | — |
| (16,008 | ) | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | Proceeds from bank borrowings - net | — |
| — |
| 9,769 |
| — |
| 9,769 |
| Principal repayments of note payable - other and community development district bond obligations | — |
| (168 | ) | — |
| — |
| (168 | ) | Intercompany financing | 9 |
| 153 |
| (162 | ) | — |
| — |
| Debt issue costs | — |
| (3,568 | ) | (306 | ) | — |
| (3,874 | ) | Proceeds from exercise of stock options | 5 |
| — |
| — |
| — |
| 5 |
| Excess tax benefit from stock-based payment arrangements | (14 | ) | — |
| — |
| — |
| (14 | ) | Net cash (used in) provided by financing activities | — |
| (3,583 | ) | 9,301 |
| — |
| 5,718 |
| | | | | | | Net decrease in cash | — |
| (27,054 | ) | (1,274 | ) | — |
| (28,328 | ) | Cash balance at beginning of period | — |
| 96,464 |
| 13,466 |
| — |
| 109,930 |
| Cash balance at end of period | $ | — |
| $ | 69,410 |
| $ | 12,192 |
| $ | — |
| $ | 81,602 |
|
|