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~~June 30, ~~2022~~2023


☐			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 it charter)

Ohio

31-1210837

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4131 Worth Avenue, Suite 500, Columbus, Ohio 43219

(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

☒

☐

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

☒

☐

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

☐

☒

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 share: ~~27,428,983~~27,799,016 shares outstanding as of ~~October~~July 26, ~~2022.~~2023.


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~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	3

		Unaudited Condensed Consolidated Statements of Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4

		Unaudited Condensed Consolidated Statement of Shareholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	5

		Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	6

		Notes to Unaudited Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4239

	Item 4.	Controls and Procedures	4441

PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings	4441

	Item 1A.	Risk Factors	4441

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4541

	Item 3.	Defaults Upon Senior Securities	4542

	Item 4.	Mine Safety Disclosures	4542

	Item 5.	Other Information	4542

	Item 6.	Exhibits	4642

Signatures			4743

M/I HOMES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands, except par values)	(Dollars in thousands, except par values)	September 30, 2022		December 31, 2021		(Dollars in thousands, except par values)	June 30, 2023		December 31, 2022
		(unaudited)					(unaudited)

ASSETS:	ASSETS:					ASSETS:
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	67,761	$	236,368	Cash, cash equivalents and restricted cash	$	668,287	$	311,542
Mortgage loans held for sale	Mortgage loans held for sale	183,327		275,655		Mortgage loans held for sale	190,845		242,539
Inventory	Inventory	3,016,735		2,452,434		Inventory	2,687,014		2,828,602
Property and equipment - net	Property and equipment - net	35,217		37,648		Property and equipment - net	35,495		37,446
Investment in joint venture arrangements	Investment in joint venture arrangements	51,700		57,121		Investment in joint venture arrangements	41,988		51,554
Operating lease right-of-use assets	Operating lease right-of-use assets	55,388		50,950		Operating lease right-of-use assets	58,404		60,416
Deferred income tax asset	Deferred income tax asset	10,251		10,251		Deferred income tax asset	18,019		18,019
Goodwill	Goodwill	16,400		16,400		Goodwill	16,400		16,400

Other assets	Other assets	151,134		103,026		Other assets	145,297		148,405
TOTAL ASSETS	TOTAL ASSETS	$	3,587,913	$	3,239,853	TOTAL ASSETS	$	3,861,749	$	3,714,923

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:	LIABILITIES:					LIABILITIES:
Accounts payable	Accounts payable	$	296,326	$	244,505	Accounts payable	$	264,656	$	228,597
Customer deposits	Customer deposits	126,368		107,864		Customer deposits	98,091		93,118
Operating lease liabilities	Operating lease liabilities	56,199		51,497		Operating lease liabilities	59,461		61,310
Other liabilities	Other liabilities	252,532		226,969		Other liabilities	217,195		276,217

Community development district obligations	Community development district obligations	31,991		20,089		Community development district obligations	23,732		29,701
Obligation for consolidated inventory not owned	Obligation for consolidated inventory not owned	4,778		2,768		Obligation for consolidated inventory not owned	20,654		17,048

Notes payable bank - financial services operations	Notes payable bank - financial services operations	189,371		266,160		Notes payable bank - financial services operations	186,396		245,741
Notes payable - other		429		4,549

Senior notes due 2028 - net	Senior notes due 2028 - net	395,911		395,331		Senior notes due 2028 - net	396,492		396,105
Senior notes due 2030 - net	Senior notes due 2030 - net	296,235		295,937		Senior notes due 2030 - net	296,613		296,361
TOTAL LIABILITIES	TOTAL LIABILITIES	$	1,650,140	$	1,615,669	TOTAL LIABILITIES	$	1,563,290	$	1,644,198

Commitments and contingencies (Note 6)	Commitments and contingencies (Note 6)	—		—		Commitments and contingencies (Note 6)	—		—

SHAREHOLDERS’ EQUITY:	SHAREHOLDERS’ EQUITY:					SHAREHOLDERS’ EQUITY:

Common shares - $0.01 par value; authorized 58,000,000 shares at both September 30, 2022 and December 31, 2021; issued 30,137,141 shares at both September 30, 2022 and December 31, 2021		$	301	$	301
Common shares - $0.01 par value; authorized 58,000,000 shares at both June 30, 2023 and December 31, 2022; issued 30,137,141 shares at both June 30, 2023 and December 31, 2022						Common shares - $0.01 par value; authorized 58,000,000 shares at both June 30, 2023 and December 31, 2022; issued 30,137,141 shares at both June 30, 2023 and December 31, 2022	$	301	$	301
Additional paid-in capital	Additional paid-in capital	350,569		347,452		Additional paid-in capital	350,127		352,639
Retained earnings	Retained earnings	1,705,588		1,345,321		Retained earnings	2,057,050		1,835,983
Treasury shares - at cost - 2,708,158 and 1,637,511 shares at September 30, 2022 and December 31, 2021, respectively		(118,685)		(68,890)
Treasury shares - at cost - 2,354,525 and 2,697,058 shares at June 30, 2023 and December 31, 2022, respectively						Treasury shares - at cost - 2,354,525 and 2,697,058 shares at June 30, 2023 and December 31, 2022, respectively	(109,019)		(118,198)
TOTAL SHAREHOLDERS’ EQUITY	TOTAL SHAREHOLDERS’ EQUITY	$	1,937,773	$	1,624,184	TOTAL SHAREHOLDERS’ EQUITY	$	2,298,459	$	2,070,725
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,587,913	$	3,239,853	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,861,749	$	3,714,923

See Notes to Unaudited Condensed Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	(In thousands, except per share amounts)	2022		2021		2022		2021		(In thousands, except per share amounts)	2023		2022		2023		2022

Revenue	Revenue	$	1,012,928	$	904,319	$	2,914,393	$	2,694,135	Revenue	$	1,014,013	$	1,040,654	$	2,014,543	$	1,901,465
Costs and expenses:	Costs and expenses:									Costs and expenses:
Land and housing	Land and housing	741,013		682,565		2,145,082		2,028,822		Land and housing	755,829		756,367		1,521,733		1,404,069

General and administrative	General and administrative	58,247		49,420		162,246		143,703		General and administrative	55,654		55,216		106,614		103,999
Selling	Selling	46,373		47,114		134,000		143,379		Selling	51,871		46,206		100,951		87,627

Other loss (income)		—		50		(17)		(145)
Interest expense (income)		701		(74)		2,065		1,554
Loss on early extinguishment of debt		—		9,072		—		9,072
Other income										Other income	(28)		(1)		(35)		(17)
Interest (income) expense - net										Interest (income) expense - net	(4,670)		693		(6,059)		1,364

Total costs and expenses	Total costs and expenses	$	846,334	$	788,147	$	2,443,376	$	2,326,385	Total costs and expenses	$	858,656	$	858,481	$	1,723,204	$	1,597,042

Income before income taxes	Income before income taxes	166,594		116,172		471,017		367,750		Income before income taxes	155,357		182,173		291,339		304,423

Provision for income taxes	Provision for income taxes	35,004		25,160		110,750		84,265		Provision for income taxes	37,356		45,335		70,272		75,746

Net income	Net income	$	131,590	$	91,012	$	360,267	$	283,485	Net income	$	118,001	$	136,838	$	221,067	$	228,677

Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	4.76	$	3.11	$	12.86	$	9.72	Basic	$	4.25	$	4.88	$	7.98	$	8.10
Diluted	Diluted	$	4.67	$	3.03	$	12.59	$	9.46	Diluted	$	4.12	$	4.79	$	7.77	$	7.93

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	27,618		29,250		28,025		29,179		Basic	27,792		28,041		27,698		28,231
Diluted	Diluted	28,185		30,028		28,610		29,966		Diluted	28,624		28,590		28,469		28,826

See Notes to Unaudited Condensed Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY


		Three Months Ended September 30, 2022																		Three Months Ended June 30, 2023

		Common Shares																		Common Shares
		Shares Outstanding			Additional Paid-in Capital				Retained Earnings			Treasury Shares				Total Shareholders’ Equity				Shares Outstanding							Additional Paid-in Capital				Retained Earnings				Treasury Shares				Total Shareholders’ Equity
(Dollars in thousands)	(Dollars in thousands)		Amount								(Dollars in thousands)				Amount

Balance at March 31, 2023																			Balance at March 31, 2023		27,715,616				$	301			$	349,988			$	1,939,049			$	(106,123)			$	2,183,215
Net income																			Net income	—			—				—				118,001				—				118,001

Repurchases of common shares																			Repurchases of common shares	(210,000)			—				—				—				(15,207)				(15,207)
Stock options exercised																			Stock options exercised	277,000			—				(2,181)				—				12,311				10,130
Stock-based compensation expense																			Stock-based compensation expense	—			—				2,301				—				—				2,301
Deferral of executive and director compensation																			Deferral of executive and director compensation	—			—				19				—				—				19

Balance at June 30, 2023																			Balance at June 30, 2023	27,782,616			$	301			$	350,127			$	2,057,050			$	(109,019)			$	2,298,459

Balance at June 30, 2022		27,760,583	$	301			$	347,923						$	1,573,998			$	(103,955)		$	1,818,267
Net income		—	—		—				131,590			—				131,590

Stock options exercised		8,400	—		(137)				—			369				232
Stock-based compensation expense		—	—		2,764				—			—				2,764
Repurchase of common shares		(340,000)	—		—				—			(15,099)				(15,099)
Deferral of executive and director compensation		—	—		19				—			—				19

Balance at September 30, 2022		27,428,983	$	301	$	350,569			$	1,705,588		$	(118,685)			$	1,937,773


		Nine Months Ended September 30, 2022																		Six Months Ended June 30, 2023

		Common Shares																		Common Shares
		Shares Outstanding			Additional Paid-in Capital				Retained Earnings			Treasury Shares				Total Shareholders’ Equity				Shares Outstanding			Additional Paid-in Capital		Retained Earnings		Treasury Shares		Total Shareholders’ Equity
(Dollars in thousands)	(Dollars in thousands)		Amount								(Dollars in thousands)				Amount
Balance at December 31, 2021		28,499,630	$	301			$	347,452						$	1,345,321			$	(68,890)		$	1,624,184
Balance at December 31, 2022																			Balance at December 31, 2022	27,440,083	$	301	$	352,639	$	1,835,983	$	(118,198)	$	2,070,725
Net income	Net income	—	—		—				360,267			—				360,267			Net income	—	—		—		221,067		—		221,067

Stock options exercised	Stock options exercised	38,800	—		(687)				—			1,689				1,002			Stock options exercised	495,066	—		(5,299)		—		21,868		16,569
Stock-based compensation expense	Stock-based compensation expense	—	—		6,613				—			—				6,613			Stock-based compensation expense	—	—		4,324		—		—		4,324
Repurchase of common shares	Repurchase of common shares	(1,200,000)	—		—				—			(55,334)				(55,334)			Repurchase of common shares	(210,000)	—		—		—		(15,207)		(15,207)
Deferral of executive and director compensation	Deferral of executive and director compensation	—	—		1,041				—			—				1,041			Deferral of executive and director compensation	—	—		981		—		—		981
Executive and director deferred compensation distributions	Executive and director deferred compensation distributions	90,553	—		(3,850)				—			3,850				—			Executive and director deferred compensation distributions	57,467	—		(2,518)		—		2,518		—
Balance at September 30, 2022		27,428,983	$	301	$	350,569			$	1,705,588		$	(118,685)			$	1,937,773
Balance at June 30, 2023																			Balance at June 30, 2023	27,782,616	$	301	$	350,127	$	2,057,050	$	(109,019)	$	2,298,459


		Three Months Ended September 30, 2021																		Three Months Ended June 30, 2022

		Common Shares																		Common Shares
		Shares Outstanding			Additional Paid-in Capital				Retained Earnings			Treasury Shares				Total Shareholders’ Equity				Shares Outstanding							Additional Paid-in Capital				Retained Earnings				Treasury Shares				Total Shareholders’ Equity
(Dollars in thousands)	(Dollars in thousands)		Amount								(Dollars in thousands)				Amount

Balance at March 31, 2022																			Balance at March 31, 2022		28,288,783				$	301			$	346,291			$	1,437,160			$	(80,063)			$	1,703,689
Net income																			Net income	—			—				—				136,838				—				136,838

Stock options exercised																			Stock options exercised	21,800			—				(386)				—				950				564
Repurchase of common shares																			Repurchase of common shares	(550,000)			—				—				—				(24,842)				(24,842)
Stock-based compensation expense																			Stock-based compensation expense	—			—				2,018				—				—				2,018

Balance at June 30, 2022																			Balance at June 30, 2022	27,760,583			$	301			$	347,923			$	1,573,998			$	(103,955)			$	1,818,267

Balance at June 30, 2021		29,318,130	$	301			$	343,301						$	1,140,926			$	(17,984)		$	1,466,544
Net income		—	—		—				91,012			—				91,012

Stock options exercised		24,000	—		(3)				—			614				611
Stock-based compensation expense		—	—		1,794				—			—				1,794
Repurchase of common shares		(242,500)	—		—				—			(15,494)				(15,494)

Balance at September 30, 2021		29,099,630	$	301	$	345,092			$	1,231,938		$	(32,864)			$	1,544,467


		Nine Months Ended September 30, 2021																		Six Months Ended June 30, 2022

		Common Shares																		Common Shares
		Shares Outstanding			Additional Paid-in Capital				Retained Earnings			Treasury Shares				Total Shareholders’ Equity				Shares Outstanding			Additional Paid-in Capital		Retained Earnings		Treasury Shares		Total Shareholders’ Equity
(Dollars in thousands)	(Dollars in thousands)		Amount								(Dollars in thousands)				Amount
Balance at December 31, 2020		28,813,849	$	301			$	339,001						$	948,453			$	(29,057)		$	1,258,698
Balance at December 31, 2021																			Balance at December 31, 2021	28,499,630	$	301	$	347,452	$	1,345,321	$	(68,890)	$	1,624,184
Net income	Net income	—	—		—				283,485			—				283,485			Net income	—	—		—		228,677		—		228,677

Stock options exercised	Stock options exercised	452,100	—		1,227				—			10,014				11,241			Stock options exercised	30,400	—		(550)		—		1,320		770
Stock-based compensation expense	Stock-based compensation expense	—	—		6,199				—			—				6,199			Stock-based compensation expense	—	—		3,849		—		—		3,849
Repurchase of common shares	Repurchase of common shares	(242,500)	—		—				—			(15,494)				(15,494)			Repurchase of common shares	(860,000)	—		—		—		(40,235)		(40,235)
Deferral of executive and director compensation	Deferral of executive and director compensation	—	—		338				—			—				338			Deferral of executive and director compensation	—	—		1,022		—		—		1,022
Executive and director deferred compensation distributions	Executive and director deferred compensation distributions	76,181	—		(1,673)				—			1,673				—			Executive and director deferred compensation distributions	90,553	—		(3,850)		—		3,850		—
Balance at September 30, 2021		29,099,630	$	301	$	345,092			$	1,231,938		$	(32,864)			$	1,544,467
Balance at June 30, 2022																			Balance at June 30, 2022	27,760,583	$	301	$	347,923	$	1,573,998	$	(103,955)	$	1,818,267

See Notes to Unaudited Condensed Consolidated Financial Statements.

M/I HOMES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


		Nine Months Ended September 30,					Six Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		(Dollars in thousands)	2023		2022
OPERATING ACTIVITIES:	OPERATING ACTIVITIES:					OPERATING ACTIVITIES:
Net income	Net income	$	360,267	$	283,485	Net income	$	221,067	$	228,677
Adjustments to reconcile net income to net cash (used in) provided by operating activities:	Adjustments to reconcile net income to net cash (used in) provided by operating activities:					Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Equity in income from joint venture arrangements	Equity in income from joint venture arrangements	(17)		(145)		Equity in income from joint venture arrangements	(35)		(17)

Mortgage loan originations	Mortgage loan originations	(1,482,628)		(1,630,588)		Mortgage loan originations	(1,009,994)		(996,040)
Proceeds from the sale of mortgage loans	Proceeds from the sale of mortgage loans	1,567,685		1,647,062		Proceeds from the sale of mortgage loans	1,062,524		1,074,370
Fair value adjustment of mortgage loans held for sale	Fair value adjustment of mortgage loans held for sale	7,271		1,962		Fair value adjustment of mortgage loans held for sale	(836)		2,875
Fair value adjustment of mortgage servicing rights		—		(162)

Capitalization of originated mortgage servicing rights	Capitalization of originated mortgage servicing rights	(7,090)		(13,596)		Capitalization of originated mortgage servicing rights	(2,880)		(5,810)
Amortization of mortgage servicing rights	Amortization of mortgage servicing rights	1,137		1,106		Amortization of mortgage servicing rights	988		654
Depreciation	Depreciation	9,754		9,494		Depreciation	6,346		6,531
Amortization of debt issue costs	Amortization of debt issue costs	1,933		1,937		Amortization of debt issue costs	1,329		1,289
Loss on sale of mortgage servicing rights		418		177
Loss on early extinguishment of debt		—		2,040
(Gain) loss on sale of mortgage servicing rights						(Gain) loss on sale of mortgage servicing rights	(1,119)		418

Stock-based compensation expense	Stock-based compensation expense	6,613		6,199		Stock-based compensation expense	4,324		3,849

Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:

Inventory	Inventory	(533,036)		(412,179)		Inventory	157,048		(336,470)
Other assets	Other assets	(37,400)		(5,787)		Other assets	(71)		(11,079)
Accounts payable	Accounts payable	51,821		41,642		Accounts payable	36,059		84,879
Customer deposits	Customer deposits	18,504		42,653		Customer deposits	4,973		27,917
Accrued compensation	Accrued compensation	(807)		(3,413)		Accrued compensation	(26,865)		(13,397)
Other liabilities	Other liabilities	21,426		(6,228)		Other liabilities	(35,169)		9,894
Net cash used in operating activities		(14,149)		(34,341)
Net cash provided by operating activities						Net cash provided by operating activities	417,689		78,540

INVESTING ACTIVITIES:	INVESTING ACTIVITIES:					INVESTING ACTIVITIES:

Purchase of property and equipment	Purchase of property and equipment	(3,878)		(2,559)		Purchase of property and equipment	(2,122)		(2,693)
Return of capital from joint venture arrangements	Return of capital from joint venture arrangements	2,046		1,050		Return of capital from joint venture arrangements	—		2,046

Investment in joint venture arrangements	Investment in joint venture arrangements	(17,366)		(34,738)		Investment in joint venture arrangements	(10,472)		(10,916)
Proceeds from sale of mortgage servicing rights	Proceeds from sale of mortgage servicing rights	100		4,324		Proceeds from sale of mortgage servicing rights	9,792		100

Net cash used in investing activities	Net cash used in investing activities	(19,098)		(31,923)		Net cash used in investing activities	(2,802)		(11,463)

FINANCING ACTIVITIES:	FINANCING ACTIVITIES:					FINANCING ACTIVITIES:
Repayment of senior notes		—		(250,000)
Proceeds from issuance of senior notes		—		300,000

Proceeds from bank borrowings - homebuilding operations	Proceeds from bank borrowings - homebuilding operations	238,900		—		Proceeds from bank borrowings - homebuilding operations	—		47,100
Repayment of bank borrowings - homebuilding operations	Repayment of bank borrowings - homebuilding operations	(238,900)		—		Repayment of bank borrowings - homebuilding operations	—		(47,100)
Net repayments of bank borrowings - financial services operations	Net repayments of bank borrowings - financial services operations	(76,789)		(14,353)		Net repayments of bank borrowings - financial services operations	(59,345)		(71,558)
(Principal repayments of) proceeds from notes payable - other and community development district bond obligations		(4,119)		1,466
Principal repayments of notes payable - other and community development district bond obligations						Principal repayments of notes payable - other and community development district bond obligations	—		(3,547)

Repurchase of common shares	Repurchase of common shares	(55,334)		(15,494)		Repurchase of common shares	(15,207)		(40,235)
Debt issue costs	Debt issue costs	(120)		(6,249)		Debt issue costs	(159)		(120)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	1,002		11,241		Proceeds from exercise of stock options	16,569		770

Net cash (used in) provided by financing activities		(135,360)		26,611
Net decrease in cash, cash equivalents and restricted cash		(168,607)		(39,653)
Net cash used in financing activities						Net cash used in financing activities	(58,142)		(114,690)
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	356,745		(47,613)
Cash, cash equivalents and restricted cash balance at beginning of period	Cash, cash equivalents and restricted cash balance at beginning of period	236,368		260,810		Cash, cash equivalents and restricted cash balance at beginning of period	311,542		236,368
Cash, cash equivalents and restricted cash balance at end of period	Cash, cash equivalents and restricted cash balance at end of period	$	67,761	$	221,157	Cash, cash equivalents and restricted cash balance at end of period	$	668,287	$	188,755

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:					SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:	Cash paid during the year for:					Cash paid during the year for:
Interest — net of amount capitalized	Interest — net of amount capitalized	$	7,683	$	9,167	Interest — net of amount capitalized	$	(6,667)	$	(16)
Income taxes	Income taxes	$	123,118	$	91,546	Income taxes	$	76,672	$	71,702

NON-CASH TRANSACTIONS DURING THE PERIOD:	NON-CASH TRANSACTIONS DURING THE PERIOD:					NON-CASH TRANSACTIONS DURING THE PERIOD:
Community development district infrastructure	Community development district infrastructure	$	11,902	$	7,779	Community development district infrastructure	$	(5,969)	$	13,128
Consolidated inventory not owned	Consolidated inventory not owned	$	2,010	$	(5,511)	Consolidated inventory not owned	$	3,606	$	6,186
Distribution of single-family lots from joint venture arrangements	Distribution of single-family lots from joint venture arrangements	$	20,758	$	26,040	Distribution of single-family lots from joint venture arrangements	$	20,073	$	10,383

See Notes to Unaudited Condensed Consolidated Financial Statements.

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, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”).

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 ~~2021~~2022 Form 10-K, as the same may be updated from time to time in our subsequent filings with the SEC.

~~Recently Adopted Accounting Standards~~

~~In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04,~~ ~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~ (“ASU 2020-04”). ASU 2020-04 is intended to provide temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance became effective on March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, ~~Reference Rate Reform (Topic 848): Scope~~ (“ASU 2021-01”), which clarified the scope and application of the original guidance. We fully adopted ASU 2020-04 and ASU 2021-01 in October 2022 after we amended our $90 million mortgage repurchase agreement, dated October 30, 2017, as amended (the “MIF Mortgage Repurchase Facility”), which discontinued the use of LIBOR and replaced it with the One-Month Term SOFR (“SOFR”) rate. The adoption of this guidance did not have a material impact on our consolidated financial statements and disclosures.

Significant Accounting Policies

There have been no significant changes to our significant accounting policies during the quarter ended ~~September~~June 30, ~~2022~~2023 as compared to those disclosed in our ~~2021~~2022 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 4 to 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~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 is as follows:


(In thousands)	(In thousands)	September 30, 2022		December 31, 2021		(In thousands)	June 30, 2023		December 31, 2022
Single-family lots, land and land development costs	Single-family lots, land and land development costs	$	1,230,139	$	1,125,738	Single-family lots, land and land development costs	$	1,296,486	$	1,294,779
Land held for sale	Land held for sale	9,174		4,312		Land held for sale	15,183		3,331
Homes under construction	Homes under construction	1,624,831		1,187,341		Homes under construction	1,207,759		1,366,804
Model homes and furnishings - at cost (less accumulated depreciation: September 30, 2022 - $12,130; December 31, 2021 - $12,023)		59,145		59,268
Model homes and furnishings - at cost (less accumulated depreciation: June 30, 2023 - $11,039; December 31, 2022 - $10,371)						Model homes and furnishings - at cost (less accumulated depreciation: June 30, 2023 - $11,039; December 31, 2022 - $10,371)	68,681		61,200
Community development district infrastructure	Community development district infrastructure	31,991		20,089		Community development district infrastructure	23,732		29,701
Land purchase deposits	Land purchase deposits	56,677		52,918		Land purchase deposits	54,519		55,739
Consolidated inventory not owned	Consolidated inventory not owned	4,778		2,768		Consolidated inventory not owned	20,654		17,048
Total inventory	Total inventory	$	3,016,735	$	2,452,434	Total inventory	$	2,687,014	$	2,828,602

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~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~1,855~~1,737 homes (with a carrying value of ~~$369.0~~$329.7 million) and ~~1,266~~1,827 homes (with a carrying value of ~~$193.2~~$431.7 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 ~~$32.0~~$23.7 million liability and a ~~$20.1~~$29.7 million liability related to these CDD bond obligations as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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.

Capitalized Interest

The Company capitalizes interest during land development and home construction. Capitalized interest is charged to land and housing costs and expensed as the related inventory is delivered to a third party. A summary of capitalized interest for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 is as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2022 2021 2022 2021
Capitalized interest, beginning of period $ 27,049 $ 22,304 $ 24,343 $ 21,329
Interest capitalized to inventory 8,926 9,402 26,495 28,020
Capitalized interest charged to land and housing costs and expenses (6,683) (8,212) (21,546) (25,855)
Capitalized interest, end of period $ 29,292 $ 23,494 $ 29,292 $ 23,494
Interest incurred $ 9,627 $ 9,328 $ 28,560 $ 29,574


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Capitalized interest, beginning of period	$	30,609	$	25,807	$	29,675	$	24,343
Interest capitalized to inventory	8,925		8,778		17,949		17,569
Capitalized interest charged to land and housing costs and expenses	(8,734)		(7,536)		(16,824)		(14,863)
Capitalized interest, end of period	$	30,800	$	27,049	$	30,800	$	27,049

Interest incurred - net	$	4,255	$	9,471	$	11,890	$	18,933

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~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our investment in such joint venture arrangements totaled ~~$51.7~~$42.0 million and ~~$57.1~~$51.6 million, respectively, and was reported as Investment in Joint Venture Arrangements on our Unaudited Condensed Consolidated Balance Sheets. The ~~$5.4~~$9.6 million decrease during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 was driven primarily by lot distributions from our joint venture arrangements of ~~$20.8 million and return of capital from joint venture arrangements of $2.0~~$20.1 million, offset, in part, by our cash contributions to our joint venture arrangements during the first ~~nine months~~half of ~~2022~~2023 of ~~$17.4~~$10.5 million.

The majority of our investment in joint venture arrangements for both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had ~~$46.2~~$36.3 million and ~~$50.6~~$45.9 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~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had ~~$5.5~~$5.6 million and ~~$6.5~~$5.7 million, respectively, of equity invested in

LLCs. The Company’s percentage of ownership in these LLCs as of both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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. The Company did not have any share of losses from its LLCs for the three months ended September 30, 2022; however, the Company’s share of losses from its LLCs was $0.1 million for the three months ended September 30, 2021. For the nine months ended September 30, 2022 and 2021, the Company’s equity in income relating to earnings from its LLCs was less than $0.1 million for both the three and ~~$0.1 million, respectively.~~six months ended June 30, 2023 and 2022. 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~~June 30, ~~2022~~2023 was the amount invested of ~~$51.7~~$42.0 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 4 to our financial statements for additional details relating to our procedures for evaluating our investments for impairment.

Variable Interest Entities

With respect to our investments in these LLCs, we are required, under ~~ASC~~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 ~~2021~~2022 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 ~~2021~~2022 Form 10-K. If we are deemed to be the primary beneficiary of the 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~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, 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 liability, 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 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 ~~$14.5~~$7.9 million at ~~September~~June 30, ~~2022.~~2023. At December 31, ~~2021,~~2022, both the carrying value and fair value of our mortgage servicing rights were ~~$8.4~~$15.8 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~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


Description of Financial Instrument (in thousands)	Description of Financial Instrument (in thousands)	September 30, 2022		December 31, 2021		Description of Financial Instrument (in thousands)	June 30, 2023		December 31, 2022
Whole loan contracts and related committed IRLCs	Whole loan contracts and related committed IRLCs	$	4,169	$	782	Whole loan contracts and related committed IRLCs	$	937	$	—
Uncommitted IRLCs	Uncommitted IRLCs	477,065		228,831		Uncommitted IRLCs	222,123		262,529
FMBSs related to uncommitted IRLCs	FMBSs related to uncommitted IRLCs	476,000		223,000		FMBSs related to uncommitted IRLCs	212,000		341,088
Whole loan contracts and related mortgage loans held for sale	Whole loan contracts and related mortgage loans held for sale	18,648		3,785		Whole loan contracts and related mortgage loans held for sale	10,412		16,507
FMBSs related to mortgage loans held for sale	FMBSs related to mortgage loans held for sale	174,000		251,000		FMBSs related to mortgage loans held for sale	175,000		232,518
Mortgage loans held for sale covered by FMBSs	Mortgage loans held for sale covered by FMBSs	172,151		263,088		Mortgage loans held for sale covered by FMBSs	182,057		233,378

The following table sets forth the amount of (loss) gain ~~(loss)~~ 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended September 30, Nine Months Ended September 30,
Description (in thousands) 2022 2021 2022 2021
Mortgage loans held for sale $ (4,396) $ (1,704) $ (7,271) $ (1,962)
Forward sales of mortgage-backed securities 24,952 3,877 22,199 4,893
Interest rate lock commitments (13,015) (1,440) (15,708) (940)
Whole loan contracts (209) 49 (97) 413
Total gain (loss) recognized $ 7,332 $ 782 $ (877) $ 2,404


	Three Months Ended June 30,				Six Months Ended June 30,
Description (in thousands)	2023		2022		2023		2022
Mortgage loans held for sale	$	(3,139)	$	3,081	$	836	$	(2,875)
Forward sales of mortgage-backed securities	4,632		(16,312)		5,867		(2,753)
Interest rate lock commitments	(2,537)		4,536		961		(2,693)
Whole loan contracts	474		(13)		94		112
Total (loss) gain recognized	$	(570)	$	(8,708)	$	7,758	$	(8,209)

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

Asset Derivatives

Liability Derivatives

September 30, 2022

June 30, 2023

Description of Derivatives

Balance Sheet
Location

Fair Value
(in thousands)

Balance Sheet Location

Fair Value
(in thousands)

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

26,676

Other liabilities

—

Forward sales of mortgage-backed securities

Other assets

2,862

Other liabilities

—

Interest rate lock commitments

Other assets

—

Other liabilities

16,173

Interest rate lock commitments

Other assets

1,739

Other liabilities

—

Whole loan contracts

Other assets

—

Other liabilities

181

Whole loan contracts

Other assets

—

Other liabilities

274

Total fair value measurements

26,676

16,354

Total fair value measurements

4,601

274

Asset Derivatives

Liability Derivatives

Asset Derivatives

Liability Derivatives

December 31, 2021

December 31, 2022

Description of Derivatives

Balance Sheet
Location

Fair Value
(in thousands)

Balance Sheet Location

Fair Value
(in thousands)

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

4,477

Other liabilities

—

Forward sales of mortgage-backed securities

Other assets

—

Other liabilities

3,005

Interest rate lock commitments

Other assets

—

Other liabilities

487

Interest rate lock commitments

Other assets

787

Other liabilities

—

Whole loan contracts

Other assets

—

Other liabilities

Whole loan contracts

Other assets

—

Other liabilities

377

Total fair value measurements

4,477

549

Total fair value measurements

787

3,382

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 ~~2021~~2022 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, 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 ~~2021~~2022 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~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, 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 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~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. 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, 2022				December 31, 2021						June 30, 2023				December 31, 2022
(In thousands)	(In thousands)	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value		(In thousands)	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:	Assets:										Assets:
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	Level 1	$	67,761	$	67,761	$	236,368	$	236,368	Cash, cash equivalents and restricted cash	Level 1	$	668,287	$	668,287	$	311,542	$	311,542
Mortgage loans held for sale	Mortgage loans held for sale	Level 2	183,327		183,327		275,655		275,655		Mortgage loans held for sale	Level 2	190,845		190,845		242,539		242,539

Interest rate lock commitments											Interest rate lock commitments	Level 2	1,739		1,739		787		787

Forward sales of mortgage-backed securities	Forward sales of mortgage-backed securities	Level 2	26,676		26,676		4,477		4,477		Forward sales of mortgage-backed securities	Level 2	2,862		2,862		—		—
Liabilities:	Liabilities:										Liabilities:
Notes payable - homebuilding operations	Notes payable - homebuilding operations	Level 2	—		—		—		—		Notes payable - homebuilding operations	Level 2	—		—		—		—
Notes payable - financial services operations	Notes payable - financial services operations	Level 2	189,371		189,371		266,160		266,160		Notes payable - financial services operations	Level 2	186,396		186,396		245,741		245,741
Notes payable - other		Level 2	429		423		4,549		5,015

Senior notes due 2028 (a)	Senior notes due 2028 (a)	Level 2	400,000		330,500		400,000		414,000		Senior notes due 2028 (a)	Level 2	400,000		373,000		400,000		353,500
Senior notes due 2030 (a)	Senior notes due 2030 (a)	Level 2	300,000		217,875		300,000		294,375		Senior notes due 2030 (a)	Level 2	300,000		257,250		300,000		240,750
Interest rate lock commitments		Level 2	16,173		16,173		487		487

Whole loan contracts for committed IRLCs and mortgage loans held for sale	Whole loan contracts for committed IRLCs and mortgage loans held for sale	Level 2	181		181		62		62		Whole loan contracts for committed IRLCs and mortgage loans held for sale	Level 2	274		274		377		377
Forward sales of mortgage-backed securities											Forward sales of mortgage-backed securities	Level 2	—		—		3,005		3,005

(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~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:

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~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. 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~~June 30, ~~2022~~2023 under the Company’s ~~$550~~$650 million unsecured revolving credit facility, dated July 18, 2013, as amended (the “Credit Facility”), fluctuated daily with the ~~one-month LIBOR~~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 8 to 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 two credit agreements: (1) a $200 million secured mortgage warehousing agreement, dated May ~~27, 2022~~26, 2023 (the “MIF Mortgage Warehousing Agreement”); and (2) ~~the MIF~~a $90 million mortgage repurchase agreement, dated October 30, 2017, as amended (the “MIF Mortgage Repurchase ~~Facility.~~Facility”). For each of these credit facilities, the interest rate is based on a variable rate index, and thus their carrying value is a reasonable estimate of fair value. The interest rate available to M/I Financial during the ~~third~~second quarter of ~~2022~~2023 fluctuated with ~~LIBOR~~SOFR or BSBY, as applicable. See Note 8 to our financial statements for additional information regarding the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility.

~~Notes Payable - Other.~~ ~~The estimated fair value was determined by calculating the present value of the future cash flows using the Company’s current incremental borrowing rate.~~

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 ~~$435.9~~$499.4 million and ~~$305.0~~$360.4 million were covered under these guarantees as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The increase in loans covered by these guarantees from December 31, 2022 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~~June 30, ~~2022,~~2023, and will be recognized in income as M/I Financial is released 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 ~~$2.0~~$4.6 million and ~~$0.7~~$2.4 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 ~~$0.6~~$1.3 million and ~~$0.3~~$0.7 million at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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.

A summary of warranty activity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 is as follows:

Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2022 2021 2022 2021
Warranty reserves, beginning of period $ 29,970 $ 29,880 $ 29,728 $ 29,012
Warranty expense on homes delivered during the period 5,373 4,834 15,479 15,246
Changes in estimates for pre-existing warranties 2,342 1,745 3,520 2,356
Settlements made during the period (6,807) (6,078) (17,849) (16,233)
Warranty reserves, end of period $ 30,878 $ 30,381 $ 30,878 $ 30,381

We have received claims related to stucco installation from homeowners in certain of our communities in our Tampa and Orlando, Florida markets and have been named as a defendant in legal proceedings initiated by certain of such homeowners. These claims primarily relate to homes built prior to 2014 which have second story elevations with frame construction.

During the three and nine month period ended September 30, 2022, we did not record any additional warranty charges or receive any additional recoveries for stucco-related repair costs. The remaining reserve at September 30, 2022 for (1) homes in our Florida communities that we had identified as needing repair but had not yet completed the repair and (2) estimated repair costs for homes in our Florida communities that we had not yet identified as needing repair but that may require repair in the future included within our warranty reserve was $2.1 million. We believe that this amount is sufficient to cover both known and estimated future repair costs as of September 30, 2022. Our remaining stucco-related reserve is gross of any recoveries.

Our estimate of future costs of stucco-related repairs is based on our judgment, various assumptions and internal data. Due to the degree of judgment and the potential for variability in our underlying assumptions and data, we may revise our estimate, including to reflect additional estimated future stucco-related repairs costs, which revision could be material.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2023		2022		2023		2022
Warranty reserves, beginning of period	$	33,193	$	29,472	$	32,902	$	29,728
Warranty expense on homes delivered during the period	5,378		5,546		10,752		10,106
Changes in estimates for pre-existing warranties	1,058		907		1,700		1,178

Settlements made during the period	(6,110)		(5,955)		(11,835)		(11,042)
Warranty reserves, end of period	$	33,519	$	29,970	$	33,519	$	29,970

Performance Bonds and Letters of Credit

At ~~September~~June 30, ~~2022,~~2023, the Company had outstanding approximately ~~$446.4~~$391.0 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 ~~November 2027.~~January 2028. Included in this total are: (1) ~~$344.8~~$301.7 million of performance and maintenance bonds and ~~$88.3~~$71.5 million of performance letters of credit that serve as completion bonds for land development work in progress; (2) ~~$8.4~~$9.7 million of financial letters of credit, of which ~~$8.0~~$9.2 million represent deposits on land and lot purchase agreements; ~~and~~ (3) ~~$4.9~~$4.8 million of financial ~~bonds.~~bonds; and (4) $3.3 million of corporate notes.

Land Option Contracts and Other Similar Contracts

At ~~September~~June 30, ~~2022,~~2023, the Company also had options and contingent purchase agreements to acquire land and developed lots with an aggregate purchase price of approximately ~~$982.4~~$848.3 million. Purchase of properties under these agreements is contingent upon satisfaction of certain requirements by the Company and the sellers.

Legal Matters

~~In addition to the legal proceedings related to stucco, the~~The Company and certain of its subsidiaries have been named as defendants in certain other 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 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 ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~$0.6~~$1.1 million and $1.2 million reserved for legal expenses, respectively.

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 ~~2021,~~2022, and asthere was no ~~indicators for~~ impairment ~~existed~~recorded at December 31, ~~2021, no impairment was recorded.~~2022. At ~~September~~June 30, ~~2022,~~2023, 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.

NOTE 8. Debt

Notes Payable - Homebuilding

The Credit Facility provides for an aggregate commitment amount of ~~$550~~$650 million and also includes an accordion feature pursuant to which the maximum borrowing availability may be increased to an aggregate of ~~$700~~$800 million, subject to obtaining additional commitments from lenders. The Credit Facility matures on ~~July 18, 2025.~~December 9, 2026. Interest on amounts borrowed under the Credit Facility is payable at amultiple interest rate ~~which is~~options including one, three or six month adjusted ~~daily and is equal to the sum of the one-month LIBOR~~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 ~~includes a provision for the replacement of LIBOR under certain circumstances where one-month LIBOR is no longer available. The Credit Facility~~ also contains certain financial covenants. At ~~September~~June 30, ~~2022,~~2023, 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 ~~$1.53~~$1.81 billion of availability for additional senior debt at ~~September~~June 30, ~~2022.~~2023. As a result, the full ~~$550~~$650 million commitment amount of the Credit Facility was available, less any borrowings and letters of credit outstanding. At ~~September~~June 30, ~~2022,~~2023, there were no borrowings outstanding and ~~$96.6~~$81.2 million of letters of credit outstanding, leaving a net remaining borrowing availability of ~~$453.4~~$568.8 million. The Credit Facility includes a ~~$150~~$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 Warehousing Agreement is used to finance eligible residential mortgage loans originated by M/I Financial. On May 26, 2023, M/I Financial amended and restated the MIF Mortgage Warehousing Agreement which, among other things, extended the expiration date to May 24, 2024, and replaced the Bloomberg Short Term Bank Yield Index (“BSBY”) rate with the SOFR rate. The MIF Mortgage Warehousing Agreement provides for a maximum borrowing availability of $200 million, which ~~increased~~increases to $275 million from September ~~19, 2022~~18, 2023 to November ~~13, 2022~~10, 2023 and increases to $300 million from November ~~14, 2022 through~~11, 2023 to February ~~6, 2023, which are periods of expected increases in the volume of mortgage originations. The MIF Mortgage Warehousing Agreement expires on May 26, 2023.~~9, 2024. Interest on amounts borrowed under the MIF Mortgage Warehousing Agreement is payable at a per annum rate equal to the one-month ~~BSBY~~SOFR rate ~~(subject~~(adjusting daily subject to a floor of ~~0.25%~~0.50%) plus a spread of ~~190~~165 basis points.

1615

~~basis points.~~ The MIF Mortgage Warehousing Agreement also contains certain financial covenants. At ~~September~~June 30, ~~2022,~~2023, M/I Financial was in compliance with all financial covenants of the MIF Mortgage Warehousing Agreement.

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 $90 million. ~~Before entering into the amendment to the~~The MIF Mortgage Repurchase Facility ~~discussed below,~~expires on October 23, 2023. M/I Financial ~~paid~~pays interest on each advance under the MIF Mortgage Repurchase Facility at a per annum rate equal to ~~the one-month LIBOR rate~~One-Month Term SOFR (subject to aan all-in floor of ~~0.75%~~2.375% or ~~0.625%~~2.75% based on the type of loan) and adjusts certain financial covenant limits, plus ~~175~~150 or 200 basis points depending on the loan type. The MIF Mortgage Repurchase Facility also contains certain financial covenants. At ~~September~~June 30, ~~2022,~~2023, M/I Financial was in compliance with all financial covenants of the MIF Mortgage Repurchase Facility. Effective October 24, 2022, M/I Financial entered into an amendment to the MIF Mortgage Repurchase Facility which, among other things, extends the term of the MIF Mortgage Repurchase Facility for an additional year to October 23, 2023, replaces the LIBOR rate with the One-Month Term SOFR (“SOFR”) rate (subject to an all-in floor of 2.375% or 2.75% based on the type of loan) and adjusts certain financial covenant limits.

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, M/I Financial’s total combined maximum borrowing availability under the two credit facilities was ~~$365.0~~$290.0 million and ~~$325.0~~$390.0 million, respectively. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, M/I Financial had ~~$189.4~~$186.4 million and ~~$266.2~~$245.7 million, respectively, in borrowings outstanding on a combined basis under its credit facilities.

Senior Notes

As of both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 “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~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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 ~~on or after February 1, 2023~~ at a stated redemption price, together with accrued and unpaid interest thereon. The redemption price ~~will initially be~~is currently 103.713% of the principal amount outstanding, but will decline to 102.475% of the principal amount outstanding if redeemed during the 12-month period beginning on February 1, 2024, will further 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~~June 30, ~~2022,~~2023, 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~~June 30, ~~2022,~~2023, 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 ~~$600.8~~$747.5 million at ~~September~~June 30, ~~2022~~2023 and ~~$487.5~~$661.7 million at December 31, ~~2021.~~2022. 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 12 to our financial statements for more information).

~~Notes Payable - Other~~

The Company had other borrowings, which are reported in Notes Payable - Other in our Unaudited Condensed Consolidated Balance Sheets, totaling $0.4 million and $4.5 million as of September 30, 2022 and December 31, 2021, respectively, which are comprised of notes payable acquired in the normal course of business.

NOTE 9. Earnings Per Share

The table below presents a reconciliation between basic and diluted weighted average shares outstanding, net income, and basic and diluted income per share for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
(In thousands, except per share amounts)	(In thousands, except per share amounts)	2022		2021		2022		2021		(In thousands, except per share amounts)	2023		2022		2023		2022
NUMERATOR	NUMERATOR									NUMERATOR

Net income	Net income	$	131,590	$	91,012	$	360,267	$	283,485	Net income	$	118,001	$	136,838	$	221,067	$	228,677
DENOMINATOR	DENOMINATOR									DENOMINATOR
Basic weighted average shares outstanding	Basic weighted average shares outstanding	27,618		29,250		28,025		29,179		Basic weighted average shares outstanding	27,792		28,041		27,698		28,231
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Stock option awards	Stock option awards	248		447		274		474		Stock option awards	516		246		451		287
Deferred compensation awards	Deferred compensation awards	319		331		311		313		Deferred compensation awards	316		303		320		308

Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	28,185		30,028		28,610		29,966		Diluted weighted average shares outstanding	28,624		28,590		28,469		28,826
Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	4.76	$	3.11	$	12.86	$	9.72	Basic	$	4.25	$	4.88	$	7.98	$	8.10
Diluted	Diluted	$	4.67	$	3.03	$	12.59	$	9.46	Diluted	$	4.12	$	4.79	$	7.77	$	7.93

Anti-dilutive equity awards not included in the calculation of diluted earnings per common share	Anti-dilutive equity awards not included in the calculation of diluted earnings per common share	908		16		826		7		Anti-dilutive equity awards not included in the calculation of diluted earnings per common share	—		908		8		784

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 ~~an $8.4~~a $0.9 million year-to-date tax benefit during the ~~third quarter~~first half of ~~2022.~~2023. The Company did not recognize a tax benefit for energy efficient homes credit in 2022’s first half due to the IRA enactment date noted above.

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded a tax provision of ~~$35.0~~$37.4 million and ~~$25.2~~$45.3 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~~June 30, 2023 and 2022 was 24.0% and ~~2021 was 21.0% and 21.7%~~24.9%, respectively. The decrease in the effective rate from the three months ended ~~September~~June 30, ~~2021~~2022 was primarily attributable to a ~~$3.7~~$1.0 million increase in tax ~~benefits~~benefit from ~~energy efficient home credits~~equity compensation for ~~2022.~~2023.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recorded a tax provision of ~~$110.8~~$70.3 million and ~~$84.3~~$75.7 million, respectively. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was 24.1% and ~~2021 was 23.5% and~~

~~22.9%~~24.9%, respectively. The ~~increase~~decrease in the effective rate from the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was primarily attributable to a ~~$2.2~~$1.6 million ~~decrease~~increase in tax benefit from equity compensation and a $0.9 million increase in tax benefit for energy efficient homes credit taken during the first ~~nine months~~half of ~~2022~~2023 compared to the same period in ~~2021.~~2022 (due to the timing of the IRA enactment as described above).

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			~~Orlando,~~Ft. Myers/Naples, Florida
Cincinnati, Ohio			~~Sarasota,~~Orlando, Florida
Columbus, Ohio			~~Tampa,~~Sarasota, Florida
Indianapolis, Indiana			~~Austin, Texas~~Tampa, Florida
Minneapolis/St. Paul, Minnesota			Austin, Texas
Detroit, Michigan			Dallas/Fort Worth, Texas
~~Detroit, Michigan~~			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 ~~(income)~~- net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, as well as the Company’s income before income taxes for such periods:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022		2023		2022
Revenue:	Revenue:									Revenue:
Northern homebuilding	Northern homebuilding	$	415,741	$	400,564	$	1,242,341	$	1,151,349	Northern homebuilding	$	383,886	$	472,814	$	766,616	$	826,600
Southern homebuilding	Southern homebuilding	577,088		482,960		1,608,468		1,463,707		Southern homebuilding	604,861		548,466		1,197,380		1,031,380
Financial services (a)	Financial services (a)	20,099		20,795		63,584		79,079		Financial services (a)	25,266		19,374		50,547		43,485
Total revenue	Total revenue	$	1,012,928	$	904,319	$	2,914,393	$	2,694,135	Total revenue	$	1,014,013	$	1,040,654	$	2,014,543	$	1,901,465

Operating income (loss):	Operating income (loss):									Operating income (loss):
Northern homebuilding	Northern homebuilding	$	59,623	$	59,009	$	173,917	$	159,975	Northern homebuilding	$	46,853	$	74,078	$	86,013	$	114,294
Southern homebuilding	Southern homebuilding	119,311		72,957		323,628		218,236		Southern homebuilding	109,912		120,024		207,524		204,317
Financial services (a)	Financial services (a)	9,233		10,820		32,774		50,381		Financial services (a)	13,743		9,608		28,711		23,541
Less: Corporate selling, general and administrative expense	Less: Corporate selling, general and administrative expense	(20,872)		(17,566)		(57,254)		(50,361)		Less: Corporate selling, general and administrative expense	(19,849)		(20,845)		(37,003)		(36,382)
Total operating income	Total operating income	$	167,295	$	125,220	$	473,065	$	378,231	Total operating income	$	150,659	$	182,865	$	285,245	$	305,770

Interest expense (income):
Interest (income) expense - net:										Interest (income) expense - net:
Northern homebuilding	Northern homebuilding	$	2	$	—	$	2	$	76	Northern homebuilding	$	(47)	$	—	$	(93)	$	—
Southern homebuilding	Southern homebuilding	(651)		(381)		(653)		(224)		Southern homebuilding	(203)		—		(205)		(2)
Financial services (a)	Financial services (a)	1,350		885		3,169		2,777		Financial services (a)	2,584		941		4,911		1,819
Corporate	Corporate	—		(578)		(453)		(1,075)		Corporate	(7,004)		(248)		(10,672)		(453)
Total interest expense (income)		$	701	$	(74)	$	2,065	$	1,554
Total interest (income) expense - net										Total interest (income) expense - net	$	(4,670)	$	693	$	(6,059)	$	1,364

Other loss (income)		$	—	$	50	$	(17)	$	(145)
Loss on early extinguishment of debt		—		9,072		—		9,072
Other income										Other income	$	(28)	$	(1)	$	(35)	$	(17)

Income before income taxes	Income before income taxes	$	166,594	$	116,172	$	471,017	$	367,750	Income before income taxes	$	155,357	$	182,173	$	291,339	$	304,423

(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.

The following tables show total assets by segment at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


		September 30, 2022										June 30, 2023
(In thousands)	(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total		(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	Deposits on real estate under option or contract	$	6,939	$	49,738		$	—	$	56,677	Deposits on real estate under option or contract	$	7,923	$	46,596		$	—	$	54,519
Inventory (a)	Inventory (a)	1,165,675		1,794,383			—		2,960,058		Inventory (a)	975,315		1,657,180			—		2,632,495
Investments in joint venture arrangements	Investments in joint venture arrangements	—		51,700			—		51,700		Investments in joint venture arrangements	—		41,988			—		41,988
Other assets	Other assets	41,927		95,321		(b)	382,230		519,478		Other assets	40,315		119,319		(b)	973,113		1,132,747
Total assets	Total assets	$	1,214,541	$	1,991,142		$	382,230	$	3,587,913	Total assets	$	1,023,553	$	1,865,083		$	973,113	$	3,861,749


		December 31, 2021										December 31, 2022
(In thousands)	(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total		(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	Deposits on real estate under option or contract	$	4,123	$	48,795		$	—	$	52,918	Deposits on real estate under option or contract	$	8,138	$	47,601		$	—	$	55,739
Inventory (a)	Inventory (a)	987,258		1,412,258			—		2,399,516		Inventory (a)	1,100,472		1,672,391			—		2,772,863
Investments in joint venture arrangements	Investments in joint venture arrangements	—		57,121			—		57,121		Investments in joint venture arrangements	—		51,554			—		51,554
Other assets	Other assets	37,527		63,844		(b)	628,927		730,298		Other assets	38,265		103,182		(b)	693,320		834,767
Total assets	Total assets	$	1,028,908	$	1,582,018		$	628,927	$	3,239,853	Total assets	$	1,146,875	$	1,874,728		$	693,320	$	3,714,923

(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.

Pursuant to the 2021 Share Repurchase Program, the Company may purchase up to $200 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 2021 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. The 2021 Share Repurchase Program does not have an expiration date and the Board may modify, discontinue or suspend it at any time.

~~During the third quarter 2022, the~~The Company repurchased ~~0.3~~0.2 million outstanding common shares at an aggregate purchase price of ~~$15.1~~$15.2 million under the 2021 Share Repurchase ~~Program.~~Program during the second quarter of 2023. As of ~~September~~June 30, ~~2022, $93.1~~2023, $77.9 million remained available for repurchases under the 2021 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 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,					Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		2022		2021		(Dollars in thousands)	2023		2022		2023		2022

Housing	Housing	$	986,843	$	878,602	$	2,837,912	$	2,604,387	Housing	$	980,198	$	1,017,906	$	1,955,144	$	1,851,069
Land sales	Land sales	5,986		4,922		12,897		10,669		Land sales	8,549		3,374		8,852		6,911
Financial services (a)	Financial services (a)	20,099		20,795		63,584		79,079		Financial services (a)	25,266		19,374		50,547		43,485
Total revenue	Total revenue	$	1,012,928	$	904,319	$	2,914,393	$	2,694,135	Total revenue	$	1,014,013	$	1,040,654	$	2,014,543	$	1,901,465

(a)Revenue includes a hedging ~~gains~~loss of ~~$13.8~~$0.1 million and a hedging ~~losses~~gain of ~~$3.1~~$18.3 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and hedging gains of ~~$32.1~~$4.1 million and ~~$0.8~~$26.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021, respectively.~~2022. Hedging gains/losses do not represent revenue recognized from contracts with customers.

Refer to Note 11 for presentation of our revenues disaggregated by geography. As our homebuilding operations accounted for over 97% of our total revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, with most of those revenues generated from home purchase contracts with customers, we believe the disaggregation of revenues as disclosed above and in Note 11 fairly depict how the nature, amount, timing and uncertainty of cash flows are affected by economic factors.

2220

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 ~~142,400~~147,800 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, ~~2021~~2022 (the ~~“2021~~“2022 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.

2321

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 ~~2021~~2022 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~~June 30, ~~2022~~2023 as compared to those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our ~~2021~~2022 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			~~Orlando,~~Ft. Myers/Naples, Florida
Cincinnati, Ohio			~~Sarasota,~~Orlando, Florida
Columbus, Ohio			~~Tampa,~~Sarasota, Florida
Indianapolis, Indiana			~~Austin, Texas~~Tampa, Florida
Minneapolis/St. Paul, Minnesota			Austin, Texas
Detroit, Michigan			Dallas/Fort Worth, Texas
~~Detroit, Michigan~~			Houston, Texas
			San Antonio, Texas
			Charlotte, North Carolina
			Raleigh, North Carolina
			Nashville, Tennessee

Overview

~~During~~We ended the ~~third~~second quarter of 2023 with stronger-than-expected revenues and home deliveries, strong cash flow and liquidity, and low leverage. Our new contracts for the quarter increased 21% compared to the second quarter of 2022 as we continued to ~~experience the weakening~~see improvements in homebuyer demand that ~~started~~began during the first quarter of 2023 as potential homebuyers face a limited supply of resale and new home inventory and are also accepting the “new normal” higher interest rate levels compared to a year ago. In addition, supply chain disruptions have eased leading to a slight improvement in our building cycle times and lower building costs which resulted in a sequential increase in our gross margin compared to the ~~latter half~~first quarter of ~~our 2022 second quarter. The robust housing market of the last 18 months began to decline as a result of the uncertain macroeconomic conditions~~2023. While there remains uncertainty in the broader U.S. economy, ~~particularly~~we believe a healthy demand for housing exists today, aided by slightly lower home prices, builder incentives and interest rate buy-downs.

We achieved the ~~historic rise~~following results during the second quarter and first half of 2023 in ~~mortgage~~comparison to the second quarter and first half of 2022:

•Revenue decreased 3% to $1.01 billion (second highest second quarter in Company history) and increased 6% to $2.01 billion (a year-to-date record), respectively;

•New contracts increased 21% to 2,197 from 1,820 and increased 1% to 4,368 from 4,334, respectively;

•Average sales price of homes delivered increased 3% to $493,000 (a second quarter record) and increased 4% to $489,000 (a year-to-date record), respectively;

•Number of homes delivered decreased 7% to 1,990 homes (second highest second quarter in Company history) and increased 1% to 3,997 homes (second highest first half in Company history), respectively; and

•Shareholders’ equity of $2.30 billion (a record high for the Company).

These results reflect the continued demand for new homes as potential homebuyers have adjusted to higher interest rates while also facing limited resale supply and are reentering the ~~high rate of inflation not experienced since the 1970s. These economic conditions, together with~~ housing market despite continuing affordability ~~issues~~ and ~~consumer fears of an~~ economic recession concerns. We also believe that the incentives, interest rate buy-downs and price reductions we have ~~resulted~~offered in ~~many potential homebuyers postponing their homebuying decisions.~~certain locations as well as seasonal trends have further encouraged demand. We continue to believe long-term housing market fundamentals remain strong, including favorable demographics and a limited supply of new and resale inventory. Nevertheless, these conditions, along with a lower average community count (173 in 2022 from 176 in 2021) negatively impacted our new contracts which declined 31% for the third quarter of 2022 from the third quarter of 2021. Our home deliveries for the third quarter of 2022 also declined 1% compared to 2021's third quarter primarily due to the impact of Hurricane Ian on our Florida markets.

~~Despite~~In addition to the ~~challenges mentioned~~results described above, weour financial services operations also achieved ~~record third quarter revenue,~~strong income before income taxes for the second quarter and ~~net income. Our improved profitability is attributable primarily to improved~~the first half of 2023, benefiting from higher margins and ~~overhead leverage when compared to 2021’s third quarter as consumer demand for housing remained robust~~an increase in ~~2021 and early 2022 when~~ the ~~majority of our homes delivered during the third quarter of 2022 were placed under contract, driving record financial results for our business.~~

~~During the third quarter and nine months ended September 30, 2022, we achieved the following results in comparison to the third quarter and nine months ended September 30, 2021:~~

•~~Revenue increased 12% to $1.01 billion (a third quarter record) and 8% to $2.91 billion (a year-to-date record), respectively~~

•~~Income before income taxes increased 43% to $166.6 million (a third quarter record) and 28% to $471.0 million (a year-to-date record), respectively~~

•~~Net income increased 45% to $131.6 million (a third quarter record) and 27% to $360.3 million (a year-to-date record), respectively~~

average loan amount.

Our company-wide absorption pace of sales per community for the ~~third~~second quarter of ~~2022 declined~~2023 improved to ~~2.6~~3.7 per month compared to ~~3.7~~3.5 per month for the prior year’s ~~third~~second quarter as a result of the ~~declining market conditions described above, the decline in our average communities and the decrease~~21% increase in the number of new contracts during the quarter compared to prior ~~year. Partially as a result of~~year, partially offset by our increased average community count to 198 for the ~~accelerated sales pace we experienced in 2020 and 2021, our average number of selling communities declined to 173 during the third~~second quarter of ~~2022~~2023 from ~~176~~172 for the ~~third~~second quarter of ~~2021.~~2022. We plan to open a number of new communities in ~~the fourth quarter of 2022,~~2023, increasing our community count by approximately ~~10%~~15% from the end ~~of third quarter~~ of 2022. However, given the uncertainty in the housing market as a result of current economic conditions, we may choose to delay the development and opening of some new communities to match homebuyer demand in the remainder of ~~2022 and into~~ 2023.

Summary of Company Financial Results

Income before income taxes for the ~~third~~second quarter of 2023 decreased 15% from $182.2 million in the second quarter of 2022 ~~increased 43% from $116.2~~to $155.4 million in ~~the third~~2023. We achieved second quarter ~~of 2021 to a third quarter record $166.6 million in 2022. We also achieved a third quarter record~~ net income of ~~$131.6~~$118.0 million, or ~~$4.67~~$4.12 per diluted share, in ~~2022's third~~2023's second quarter, compared to net income of ~~$91.0~~$136.8 million, or ~~$3.03~~$4.79 per diluted share, in ~~2021's third~~2022's second quarter. Our effective tax rate was ~~21.0%~~24.0% in ~~2022’s third~~2023’s second quarter compared to ~~21.7%~~24.9% in ~~2021.~~2022. For the ~~nine months ended September 30, 2022,~~first half of 2023, income before income taxes ~~increased 28.1%~~decreased 4.3% from ~~$367.8~~$304.4 million in the ~~nine months ended September 30, 2021~~first half of 2022 to ~~a year-to-date record $471.0~~$291.3 million in ~~2022.~~2023. We achieved ~~year-to-date record~~ net income of ~~$360.3~~$221.1 million, or ~~$12.59~~$7.77 per diluted share, during 2023’s first half compared to net income of ~~$283.5~~$228.7 million, or ~~$9.46~~$7.93 per diluted share, in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our effective tax rate was ~~23.5%~~24.1% in ~~2022's~~2023's first ~~nine months~~half compared to ~~22.9%~~24.9% in the same period in 2021. Income before income taxes and net income for the third quarter and first nine months of 2021 was unfavorably impacted by a $9.1 million pre-tax charge for loss on early extinguishment of debt related to the redemption of our 2025 Senior Notes.2022.

During the quarter ended ~~September~~June 30, ~~2022,~~2023, we recorded ~~third~~second quarter ~~record~~ total revenue of $1.01 billion, of which ~~$986.8~~$980.2 million was from homes delivered, ~~$6.0~~$8.5 million was from land sales and ~~$20.1~~$25.3 million was from our financial services operations. Revenue from homes delivered decreased 4% in 2023's second quarter compared to the same period in 2022 driven primarily by a 7% decrease in the number of homes delivered (143 units), offset partially by a 3% increase in the average sales price of homes delivered ($16,000 per home delivered). Revenue from land sales increased $5.2 million from the second quarter of 2022 due to more land sales in the current year compared to the prior year. Revenue from our financial services segment increased 30% to $25.3 million in the second quarter of 2023 as a result of an increase in the average loan amount, higher margins on loans sold during the period compared to the second quarter of 2022, and an increase in loans sold during the period. For the first half of 2023, we recorded year-to-date record total revenue of $2.01 billion, of which $1.96 billion was from homes delivered, $8.9 million was from land sales and $50.5 million was from our financial services operations. Revenue from homes delivered increased ~~12%~~6% in ~~2022's third quarter~~the first half of 2023 compared to the same period in ~~2021~~2022 driven primarily by a ~~13%~~4% increase in the average sales price of homes delivered ($57,000 per home delivered), which was mainly in response to robust consumer demand in 2021 and early 2022 when the majority of our homes delivered during the quarter were placed under contract, partially offset by a 1% decrease in the number of homes delivered (19 units). The decline in homes delivered was due primarily to delays in deliveries in our Florida markets related to Hurricane Ian as well as construction and supply chain issues. Revenue from land sales increased $1.1 million from the third quarter of 2021 compared to the prior year. Revenue from our financial services segment decreased 3% to $20.1 million in the third quarter of 2022 as a result of a decrease in loans closed and sold as well as lower margins on loans sold during the period compared to the third quarter of 2021, which provided difficult comparisons for the third quarter of 2022. For the nine months ended September 30, 2022, we recorded year-to-date record total revenue of $2.91 billion, of which $2.84 billion was from homes delivered, $12.9 million was from land sales and $63.6 million was from our financial services operations. Revenue from homes delivered increased 9% in the nine months ended September 30, 2022 compared to the same period in 2021 driven primarily by a 15% increase in the average sales price of homes delivered ($62,00021,000 per home delivered), which was primarily in response to robust consumer demand in 2021 and early 2022 when the ~~majority of our~~ homes delivered during ~~the~~our first quarter were placed under contract, ~~partially offset by~~in addition to a ~~5% decrease~~1% increase in the number of homes delivered ~~(340~~(41 units)~~, which was due to construction and supply chain issues that created delays in home closings as well as fewer communities delivering homes and increased cycle time compared to prior year.~~. Revenue from land sales increased ~~$2.2~~$1.9 million from the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 due to increased land sales in ~~2022's~~2023's first ~~nine~~six months compared to the prior year. Revenue from our financial services segment ~~decreased 20%~~increased 16% to ~~$63.6~~$50.5 million in the first ~~nine months~~half of ~~2022~~2023 as a result of ~~a decrease in loans closed and sold~~an increase in the ~~first nine months of 2022, in addition to lower~~average loan amount, higher margins on loans sold during the period compared to the ~~prior year, which was a year-to-date record nine months for our financial services segment.~~first half of 2022, and an increase in loans sold during the period.

Total gross margin (total revenue less total land and housing costs) ~~increased $50.2~~decreased $26.1 million in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021~~2022 as a result of a ~~$50.9~~$32.0 million ~~improvement~~decline in the gross margin of our homebuilding operations (housing gross margin and land sales gross margin), ~~offset partially by a $0.7 million decrease 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) increased $50.9 million primarily as a result of the 13% increase in average sales price of homes delivered, partially offset by ~~the 1% decrease in the number of homes delivered. Our housing gross margin percentage improved 270 basis points from 22.7% in prior year's third quarter to 25.4% in 2022's third quarter, primarily as~~ a result of increased average sales prices. Our gross margin on land sales (land sale gross margin) remained flat in the third quarter of 2022 compared to the third quarter of 2021. The gross margin of our financial services operations decreased $0.7$5.9 million ~~in the third quarter of 2022 compared to the third quarter of 2021 as a result of a decreasein the number of loan originations and lower margins on loans sold, partially offset by an~~ increase in the average loan amount during the third quarter of 2022 compared to the third quarter of 2021. Total gross margin increased $104.0 million in the nine months ended September 30, 2022 compared to the same period in 2021 as a result of a $119.5 million improvement in the gross margin of our homebuilding operations, offset partially by a $15.5 million decline in the gross margin of our financial services operations. With respect to our homebuilding gross margin, our gross margin on homes delivered ~~improved $119.1~~(housing gross margin) decreased $32.3 million and our housing gross margin percentage declined 230 basis points from 26.0% in prior year's second quarter to 23.7% in 2023's second quarter. These decreases primarily resulted from increased construction costs as ~~a result of~~well as increased sales and financing incentives offered during the ~~15%~~period, in addition to the 7% decrease in homes delivered, offset partially by the 3% increase in ~~the~~ average sales price of homes delivered partially offset by the 5% decrease in the number of homes delivered. Our housing gross margin percentage improved 240 basis points from 22.4% in prior year’s first nine months to 24.8% in 2022's first nine months, primarily as a result of increased average sales prices. Our gross margin on land sales improved $0.3 million in 2022's first nine months compared to the same period in 2021. The gross margin of our financial services operations decreased $15.5 million in the nine months ended September 30, 2022 compared to the same period in 2021 as a result of decreases in the number of loan originations, in addition to lower margins on loans sold during the first nine months of 2022 compared to the nine months ended September 30, 2021.prior year. 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) increased $0.3 million in the second quarter of 2023 compared to the second quarter of 2022 as a result of more land sales in the current year first quarter compared to the prior year. The gross margin of our financial services operations increased $5.9 million in the second quarter of

2023 compared to the second quarter of 2022 as a result of higher margins on and an increased number of loans sold and an increase in the average loan amount during the second quarter of 2023 compared to the second quarter of 2022, partially offset by a decrease in the number of loan originations. Total gross margin decreased $4.5 million in the first half of 2023 compared to the same period in 2022 as a result of an $11.6 million decline in the gross margin of our homebuilding operations, offset partially by a $7.1 million improvement in the gross margin of our financial services operations. With respect to our homebuilding gross margin, our gross margin on homes delivered declined $11.0 million and our housing gross margin percentage declined 180 basis points from 24.4% in prior year’s first half to 22.6% in 2023's first half. These decreases primarily resulted from increased construction and lot costs, offset partially by the 4% increase in the average sales price of homes delivered and the 1% increase in the number of homes delivered. Our gross margin on land sales declined $0.6 million in 2023's first six months compared to the same period in 2022. The gross margin of our financial services operations increased $7.1 million in the first half of 2023 compared to the same period in 2022 as a result of higher margins on and an increased number of loans sold during the first half of 2023 compared to the first half of 2022 offset partially by a decrease in the number of loan originations. 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.

Headwinds from supply chain issues and regulatory delays have impacted development completions and model openings which have delayed planned community openings. We opened 7634 new communities during the ~~nine months ended September 30, 2022~~first half of 2023 and closed 7335 communities.

For the three months ended ~~September~~June 30, ~~2022,~~2023, selling, general and administrative expense increased ~~$8.1~~$6.1 million, which partially offset the increase in our total gross margin discussed above, but improved as a percentage of revenue from 10.7% in the third quarter of 2021 to 10.3% in the third quarter of 2022 (a third quarter record). General and ~~administrative expense increased $8.8 million compared to the third quarter of 2021 and also~~ increased as a percentage of revenue from 9.7% in the second quarter of 2022 to 10.6% in the second quarter of 2023. Selling expense increased $5.7 million from 2022's second quarter and increased as a percentage of revenue to 5.1% in 2023's second quarter from 4.4% for the same period in 2022. Variable selling expense for sales commissions contributed $4.3 million to the increase due to the increased average sales price of homes delivered during the second quarter of 2023. Non-variable selling expense increased $1.4 million primarily as a result of increased costs associated with our sales offices and models. General and administrative expense increased $0.4 million compared to the second quarter of 2022 and increased as a percentage of revenue from 5.3% in the second quarter of 2022 to 5.5% in the ~~third~~second quarter of ~~2021 to 5.8% in the third quarter of 2022.~~2023. The increase in general and administrative expense was primarily due to a ~~$5.2~~$0.6 million increase in compensation-related expenses ~~due to our increased headcount~~ and ~~our strong financial performance during the quarter,~~ a ~~$1.6~~$0.6 million increase in ~~land-related costs and~~professional fees, partially offset by a ~~$2.0~~$0.8 million ~~increase in miscellaneous expenses. Partially offsetting this increase was a~~ decrease in land-related expenses. For the six months ended June 30, 2023, selling, general and administrative expense increased $15.9 million, and increased as a percentage of ~~$0.7~~revenue from 10.1% in the six months ended June 30, 2022 to 10.3% in the first six months of 2023. Selling expense increased $13.3 million from ~~2021's third quarter. Selling expense improved~~the first half of 2022 and increased as a percentage of revenue to ~~4.6%~~5.0% in ~~2022's third quarter~~2023's first half from ~~5.2%~~4.6% for the same period in ~~2021.~~2022. Variable selling expense for sales commissions contributed ~~$1.8~~$10.8 million to the ~~decrease~~increase due to the ~~lower~~higher number of homes delivered during the ~~third quarter~~first half of ~~2022, which was partially offset by a $1.1 million~~2023 and the increase in ~~non-variable~~the average sales price of homes delivered. Non-variable selling expense increased $2.5 million primarily ~~related to~~as a result of increased costs associated with our sales offices and models. ~~For the nine months ended September 30, 2022, selling, general~~General and administrative expense increased ~~$9.2~~$2.6 million ~~which partially offset~~compared to the ~~increase in our gross margin dollars discussed above,~~first half of 2022 but ~~declined~~decreased as a percentage of revenue from ~~10.7%~~5.5% in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 to 10.2% in the nine months ended September 30, 2022. General and administrative expense increased $18.5 million compared to the nine months ended September 30, 2021 and also increased as a percentage of revenue from 5.3% in the ~~nine~~first six months ~~ended September 30, 2021 to 5.6% in the nine months ended September 30, 2022.~~of 2023. The dollar increase in general and administrative expense was primarily due to ~~a $10.1 million~~an increase in compensation-related expenses due to our increased headcount and our strong financial performance during the period, a $2.4 million increase in land-related costs primarily due to write-offs of abandoned land transaction costs and a $6.0 million increase in miscellaneous expenses. Selling expense decreased $9.3 million from the nine months ended September 30, 2021 and improved as a percentage of revenue to 4.6% in 2022's first nine months from 5.3% for the same period in 2021, partially offsetting the increase in general and administrative expense above. Variable selling expense for sales commissions contributed $10.7 million to the decrease due to the lower number of homes delivered during the first nine months of 2022, which was partially offset by a $1.4 million increase in non-variable selling expense primarily related to increased costs associated with our sales offices and models.

2624

Outlook

Housing market conditions ~~began to decline in~~improved over the ~~latter half~~course of the second quarter of ~~2022,~~2023 when compared to the past year. However, uncertainty remains as a result of mortgage interest rates recently increasing to their highest level this year and ~~this decline worsened in the third quarter of 2022, resulting in significantly weakened overall demand for new homes. We attribute this decline in demand to~~ various macroeconomic conditions, including ~~steep increases in mortgage rates since January 2022,~~the substantial increases in home prices over the past two years, the high rate of inflation, and economic recession concerns of our potential homebuyers. The extent to which these factors will continue to impact our business is highly uncertain and unpredictable, and our past performance ~~including the first nine months of 2022,~~ should not be considered indicative of our future results on any metric or set of metrics given the uncertainty in the U.S. economy.

Despite these ~~negative economic developments,~~uncertain market conditions, we believe that the homebuilding industry will continue to benefit over the long term from a continued undersupply of available homes, positive consumer demographics, scarcity of rentals and increasing rent prices.

We believe that we are well positioned to manage through these ~~challenging~~ economic conditions with our affordable product offerings, lot supply and planned new community openings. We remain sensitive to the changes in market conditions, and continue to focus on controlling overhead leverage, carefully managing our investment in land and land development spending and offering incentives, including mortgage interest rate buy-downs, to retain our backlog and improve our sales pace. Our strong balance sheet and liquidity position should also provide us with the flexibility to operate effectively through changing economic conditions. However, we cannot provide any assurances that the strategic business objectives listed below will remain successful, and we may need to adjust elements of our strategy to effectively address evolving market conditions.

We expect to ~~continue to~~ emphasize the following strategic business objectives throughout the remainder of ~~2022~~2023 and into ~~2023:~~2024:

•managing our land spend and inventory levels;

•improving our build cycle time;

•opening new communities;

•managing overhead spend;

•maintaining a strong balance sheet and liquidity levels;

•~~expanding the availability of our more affordable Smart Series homes;~~ and

•emphasizing customer service, product quality and design, and premier locations.

During the ~~nine~~first six months ~~ended September 30, 2022,~~of 2023, we invested ~~$289.6~~$141.7 million in land acquisitions and ~~$349.2~~$201.3 million in land development. We invested in fewer land acquisitions in the first half of 2023 compared to prior year’s first half due to uncertainty in demand for new homes in the first quarter of 2023. In the first half of 2023, we invested more in land development than in land acquisitions in order to finish lots needed to start homes and allow us to open new communities. We continue to closely review all of our land acquisition and land development spending and monitor our ongoing pace of home sales and deliveries, and we ~~may~~will adjust our land and investment spend accordingly. AsHowever, as a result of the ~~unprecedented~~impacts of current market conditions ~~with~~and municipality delays, ~~extended cycle times, and rising mortgage interest rates impacting sales,~~ we are not providing land spending estimates for 2023 at this time.

We ended the ~~third~~second quarter of ~~2022~~2023 with approximately ~~46,100~~41,300 lots under control, which represents approximately a ~~5.5-year~~5-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 ~~7% increase~~14% decrease from our approximately ~~43,000~~47,800 lots under control at the end of last year’s ~~third~~second quarter.

We opened 7634 communities and closed 7335 communities in the ~~nine months ended September 30, 2022,~~first half of 2023, ending the ~~third~~second quarter with ~~178~~195 active communities, compared to ~~176~~168 at the end of last year’s ~~third~~second quarter. ~~87 of our active communities at the end of the third quarter of 2022 offered our more affordable Smart Series designs, which are primarily designed for first-time homebuyers.~~

Although the timing of opening new communities and closing existing communities is subject to substantial variation, we expect to ~~open a record number of new communities in 2022, growing~~grow our community count by approximately ~~10%~~15% by the end of ~~2022.~~2023.

We believe that our ability to design and develop attractive homes in desirable locations at an affordable cost, and to grow our business while also leveraging our fixed costs, has enabled us to maintain and improve our strong financial results. While we believe the remainder of 2023 will be ~~a very~~ challenging ~~year~~ compared to the ~~past few years of historically~~ strong market conditions during the first half of 2022 and the previous few years, we also believe that we are well positioned with a strong balance sheet and backlog to manage through the current economic ~~environment and that we will achieve another year of strong results in 2022.~~environment. However, the challenging macroeconomic conditions described above could materially and negatively affect our performance in 2023, particularly when compared to our performance over the past few years.

Future economic and homebuilding industry conditions and the demand for homes are subject to continued uncertainty due to many factors, including the impacts of increased mortgage interest rates, inflation, materials and labor cost increases, supply chain disruptions and labor shortages, and the further impact of these actions on the economy, employment levels, consumer confidence, and financial markets, among other things. These factors are highly uncertain and outside our control. As a result, our past performance may not be indicative of future results.

The following table shows, by ~~segment,~~segment: revenue; gross margin; selling, general and administrative expense; operating income (loss); and interest expense (income) - net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022		2023		2022
Revenue:	Revenue:									Revenue:
Northern homebuilding	Northern homebuilding	$	415,741	$	400,564	$	1,242,341	$	1,151,349	Northern homebuilding	$	383,886	$	472,814	$	766,616	$	826,600
Southern homebuilding	Southern homebuilding	577,088		482,960		1,608,468		1,463,707		Southern homebuilding	604,861		548,466		1,197,380		1,031,380
Financial services (a)	Financial services (a)	20,099		20,795		63,584		79,079		Financial services (a)	25,266		19,374		50,547		43,485
Total revenue	Total revenue	$	1,012,928	$	904,319	$	2,914,393	$	2,694,135	Total revenue	$	1,014,013	$	1,040,654	$	2,014,543	$	1,901,465

Gross margin:	Gross margin:									Gross margin:
Northern homebuilding	Northern homebuilding	$	89,295	$	88,209	$	260,695	$	246,674	Northern homebuilding	$	76,489	$	104,292	$	142,989	$	171,400
Southern homebuilding	Southern homebuilding	162,521		112,750		445,032		339,560		Southern homebuilding	156,429		160,621		299,274		282,511
Financial services (a)	Financial services (a)	20,099		20,795		63,584		79,079		Financial services (a)	25,266		19,374		50,547		43,485
Total gross margin	Total gross margin	$	271,915	$	221,754	$	769,311	$	665,313	Total gross margin	$	258,184	$	284,287	$	492,810	$	497,396

Selling, general and administrative expense:	Selling, general and administrative expense:									Selling, general and administrative expense:
Northern homebuilding	Northern homebuilding	$	29,672	$	29,200	$	86,778	$	86,699	Northern homebuilding	$	29,636	$	30,214	$	56,976	$	57,106
Southern homebuilding	Southern homebuilding	43,210		39,793		121,404		121,324		Southern homebuilding	46,517		40,597		91,750		78,194
Financial services (a)	Financial services (a)	10,866		9,975		30,810		28,698		Financial services (a)	11,523		9,766		21,836		19,944
Corporate	Corporate	20,872		17,566		57,254		50,361		Corporate	19,849		20,845		37,003		36,382
Total selling, general and administrative expense	Total selling, general and administrative expense	$	104,620	$	96,534	$	296,246	$	287,082	Total selling, general and administrative expense	$	107,525	$	101,422	$	207,565	$	191,626

Operating income (loss):	Operating income (loss):									Operating income (loss):
Northern homebuilding	Northern homebuilding	$	59,623	$	59,009	$	173,917	$	159,975	Northern homebuilding	$	46,853	$	74,078	$	86,013	$	114,294
Southern homebuilding	Southern homebuilding	119,311		72,957		323,628		218,236		Southern homebuilding	109,912		120,024		207,524		204,317
Financial services (a)	Financial services (a)	9,233		10,820		32,774		50,381		Financial services (a)	13,743		9,608		28,711		23,541
Less: Corporate selling, general and administrative expense	Less: Corporate selling, general and administrative expense	(20,872)		(17,566)		(57,254)		(50,361)		Less: Corporate selling, general and administrative expense	(19,849)		(20,845)		(37,003)		(36,382)
Total operating income	Total operating income	$	167,295	$	125,220	$	473,065	$	378,231	Total operating income	$	150,659	$	182,865	$	285,245	$	305,770

Interest expense (income):
Interest (income) expense - net:										Interest (income) expense - net:
Northern homebuilding	Northern homebuilding	$	2	$	—	$	2	$	76	Northern homebuilding	$	(47)	$	—	$	(93)	$	—
Southern homebuilding	Southern homebuilding	(651)		(381)		(653)		(224)		Southern homebuilding	(203)		—		(205)		(2)
Financial services (a)	Financial services (a)	1,350		885		3,169		2,777		Financial services (a)	2,584		941		4,911		1,819
Corporate	Corporate	—		(578)		(453)		(1,075)		Corporate	(7,004)		(248)		(10,672)		(453)
Total interest expense (income)		$	701	$	(74)	$	2,065	$	1,554
Total interest (income) expense - net										Total interest (income) expense - net	$	(4,670)	$	693	$	(6,059)	$	1,364

Loss on early extinguishment of debt		$	—	$	9,072	$	—	$	9,072

Other loss (income)		—		50		(17)		(145)

Other income										Other income	(28)		(1)		(35)		(17)

Income before income taxes	Income before income taxes	$	166,594	$	116,172	$	471,017	$	367,750	Income before income taxes	$	155,357	$	182,173	$	291,339	$	304,423

(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.

2826

The following tables show total assets by segment at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


		At September 30, 2022										At June 30, 2023
(In thousands)	(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total		(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	Deposits on real estate under option or contract	$	6,939	$	49,738		$	—	$	56,677	Deposits on real estate under option or contract	$	7,923	$	46,596		$	—	$	54,519
Inventory (a)	Inventory (a)	1,165,675		1,794,383			—		2,960,058		Inventory (a)	975,315		1,657,180			—		2,632,495
Investments in joint venture arrangements	Investments in joint venture arrangements	—		51,700			—		51,700		Investments in joint venture arrangements	—		41,988			—		41,988
Other assets	Other assets	41,927		95,321		(b)	382,230		519,478		Other assets	40,315		119,319		(b)	973,113		1,132,747
Total assets	Total assets	$	1,214,541	$	1,991,142		$	382,230	$	3,587,913	Total assets	$	1,023,553	$	1,865,083		$	973,113	$	3,861,749


		At December 31, 2021										At December 31, 2022
(In thousands)	(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total		(In thousands)	Northern		Southern			Corporate, Financial Services and Unallocated		Total
Deposits on real estate under option or contract	Deposits on real estate under option or contract	$	4,123	$	48,795		$	—	$	52,918	Deposits on real estate under option or contract	$	8,138	$	47,601		$	—	$	55,739
Inventory (a)	Inventory (a)	987,258		1,412,258			—		2,399,516		Inventory (a)	1,100,472		1,672,391			—		2,772,863
Investments in joint venture arrangements	Investments in joint venture arrangements	—		57,121			—		57,121		Investments in joint venture arrangements	—		51,554			—		51,554
Other assets	Other assets	37,527		63,844		(b)	628,927		730,298		Other assets	38,265		103,182		(b)	693,320		834,767
Total assets	Total assets	$	1,028,908	$	1,582,018		$	628,927	$	3,239,853	Total assets	$	1,146,875	$	1,874,728		$	693,320	$	3,714,923

(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.

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Reportable Segments

The following table presents, by reportable segment, selected operating and financial information as of and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		2022		2021		(Dollars in thousands)	2023		2022		2023		2022
Northern Region	Northern Region									Northern Region
Homes delivered	Homes delivered	850		876		2,610		2,638		Homes delivered	783		1,000		1,580		1,760
New contracts, net	New contracts, net	466		772		2,378		2,962		New contracts, net	949		722		1,777		1,912
Backlog at end of period	Backlog at end of period	1,658		2,139		1,658		2,139		Backlog at end of period	1,253		2,042		1,253		2,042
Average sales price of homes delivered	Average sales price of homes delivered	$	489	$	454	$	475	$	435	Average sales price of homes delivered	$	490	$	471	$	485	$	469
Average sales price of homes in backlog	Average sales price of homes in backlog	$	517	$	475	$	517	$	475	Average sales price of homes in backlog	$	504	$	507	$	504	$	507
Aggregate sales value of homes in backlog	Aggregate sales value of homes in backlog	$	856,410	$	1,014,981	$	856,410	$	1,014,981	Aggregate sales value of homes in backlog	$	630,985	$	1,036,239	$	630,985	$	1,036,239
Housing revenue	Housing revenue	$	415,740	$	397,922	$	1,240,406	$	1,146,977	Housing revenue	$	383,486	$	470,880	$	766,116	$	824,666
Land sale revenue	Land sale revenue	$	1	$	2,642	$	1,935	$	4,372	Land sale revenue	$	400	$	1,934	$	500	$	1,934
Operating income homes (a)	Operating income homes (a)	$	59,621	$	58,225	$	173,758	$	158,859	Operating income homes (a)	$	46,857	$	73,921	$	86,013	$	114,137
Operating income land		$	2	$	784	$	159	$	1,116
Operating (loss) income land										Operating (loss) income land	$	(4)	$	157	$	—	$	157
Number of average active communities	Number of average active communities	90		82		91		85		Number of average active communities	102		91		101		91
Number of active communities, end of period	Number of active communities, end of period	91		85		91		85		Number of active communities, end of period	100		89		100		89
Southern Region	Southern Region									Southern Region
Homes delivered	Homes delivered	1,176		1,169		3,372		3,684		Homes delivered	1,207		1,133		2,417		2,196
New contracts, net	New contracts, net	883		1,192		3,305		4,378		New contracts, net	1,248		1,098		2,591		2,422
Backlog at end of period	Backlog at end of period	2,878		3,268		2,878		3,268		Backlog at end of period	2,255		3,171		2,255		3,171
Average sales price of homes delivered	Average sales price of homes delivered	$	486	$	411	$	474	$	396	Average sales price of homes delivered	$	494	$	483	$	492	$	467
Average sales price of homes in backlog	Average sales price of homes in backlog	$	543	$	468	$	543	$	468	Average sales price of homes in backlog	$	509	$	527	$	509	$	527
Aggregate sales value of homes in backlog	Aggregate sales value of homes in backlog	$	1,562,881	$	1,530,983	$	1,562,881	$	1,530,983	Aggregate sales value of homes in backlog	$	1,146,672	$	1,670,347	$	1,146,672	$	1,670,347
Housing revenue	Housing revenue	$	571,103	$	480,680	$	1,597,506	$	1,457,410	Housing revenue	$	596,712	$	547,026	$	1,189,028	$	1,026,403
Land sale revenue	Land sale revenue	$	5,985	$	2,280	$	10,962	$	6,297	Land sale revenue	$	8,149	$	1,440	$	8,352	$	4,977
Operating income homes (a)	Operating income homes (a)	$	117,963	$	72,396	$	320,879	$	216,831	Operating income homes (a)	$	109,016	$	119,590	$	206,635	$	202,916
Operating income land	Operating income land	$	1,348	$	561	$	2,749	$	1,405	Operating income land	$	896	$	434	$	889	$	1,401
Number of average active communities	Number of average active communities	83		94		83		100		Number of average active communities	96		81		96		82
Number of active communities, end of period	Number of active communities, end of period	87		91		87		91		Number of active communities, end of period	95		79		95		79
Total Homebuilding Regions	Total Homebuilding Regions									Total Homebuilding Regions
Homes delivered	Homes delivered	2,026		2,045		5,982		6,322		Homes delivered	1,990		2,133		3,997		3,956
New contracts, net	New contracts, net	1,349		1,964		5,683		7,340		New contracts, net	2,197		1,820		4,368		4,334
Backlog at end of period	Backlog at end of period	4,536		5,407		4,536		5,407		Backlog at end of period	3,508		5,213		3,508		5,213
Average sales price of homes delivered	Average sales price of homes delivered	$	487	$	430	$	474	$	412	Average sales price of homes delivered	$	493	$	477	$	489	$	468
Average sales price of homes in backlog	Average sales price of homes in backlog	$	533	$	471	$	533	$	471	Average sales price of homes in backlog	$	507	$	519	$	507	$	519
Aggregate sales value of homes in backlog	Aggregate sales value of homes in backlog	$	2,419,291	$	2,545,964	$	2,419,291	$	2,545,964	Aggregate sales value of homes in backlog	$	1,777,657	$	2,706,586	$	1,777,657	$	2,706,586
Housing revenue	Housing revenue	$	986,843	$	878,602	$	2,837,912	$	2,604,387	Housing revenue	$	980,198	$	1,017,906	$	1,955,144	$	1,851,069
Land sale revenue	Land sale revenue	$	5,986	$	4,922	$	12,897	$	10,669	Land sale revenue	$	8,549	$	3,374	$	8,852	$	6,911
Operating income homes (a)	Operating income homes (a)	$	177,584	$	130,621	$	494,637	$	375,690	Operating income homes (a)	$	155,873	$	193,511	$	292,648	$	317,053
Operating income land	Operating income land	$	1,350	$	1,345	$	2,908	$	2,521	Operating income land	$	892	$	591	$	889	$	1,558
Number of average active communities	Number of average active communities	173		176		174		185		Number of average active communities	198		172		197		173
Number of active communities, end of period	Number of active communities, end of period	178		176		178		176		Number of active communities, end of period	195		168		195		168

(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,					Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	(Dollars in thousands)	2022		2021		2022		2021		(Dollars in thousands)	2023		2022		2023		2022
Financial Services	Financial Services									Financial Services
Number of loans originated	Number of loans originated	1,263		1,554		3,877		4,833		Number of loans originated	1,281		1,343		2,539		2,614
Value of loans originated	Value of loans originated	$	486,588	$	542,555	$	1,482,628	$	1,630,588	Value of loans originated	$	515,533	$	516,259	$	1,009,994	$	996,040

Revenue	Revenue	$	20,099	$	20,795	$	63,584	$	79,079	Revenue	$	25,266	$	19,374	$	50,547	$	43,485
Less: Selling, general and administrative expenses	Less: Selling, general and administrative expenses	10,866		9,975		30,810		28,698		Less: Selling, general and administrative expenses	11,523		9,766		21,836		19,944
Less: Interest expense	Less: Interest expense	1,350		885		3,169		2,777		Less: Interest expense	2,584		941		4,911		1,819

Income before income taxes	Income before income taxes	$	7,883	$	9,935	$	29,605	$	47,604	Income before income taxes	$	11,159	$	8,667	$	23,800	$	21,722

3028

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 between periods.

Cancellation Rates

The following table sets forth the cancellation rates for each of our homebuilding segments for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Northern	Northern	15.6	%	8.2	%	10.1	%	6.7	%	Northern	9.1	%	11.6	%	9.9	%	8.6	%
Southern	Southern	17.7	%	7.5	%	11.6	%	7.7	%	Southern	11.4	%	10.9	%	12.7	%	9.2	%

Total cancellation rate	Total cancellation rate	17.0	%	7.8	%	11.0	%	7.3	%	Total cancellation rate	10.4	%	11.2	%	11.6	%	8.9	%

Seasonality

Typically, our homebuilding operations experience significant seasonality and quarter-to-quarter variability in homebuilding activity levels. In general, homes delivered increase substantially 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~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

Northern Region. During the three months ended ~~September~~June 30, ~~2022,~~2023, homebuilding revenue in our Northern region ~~increased $15.1~~decreased $88.9 million, from ~~$400.6~~$472.8 million in the ~~third~~second quarter of ~~2021~~2022 to ~~$415.7~~$383.9 million in the ~~third~~second quarter of ~~2022.~~2023. This ~~4% increase~~19% decrease in homebuilding revenue was primarily the result of ~~an 8%~~a 22% decrease in the number of homes delivered (217 less units) due to industry conditions discussed above in our Overview section in addition to a lower beginning backlog for the second quarter of 2023 compared to the second quarter of 2022, partially offset by a 4% increase in the average sales price of homes delivered ($~~35,000~~19,000 per home delivered), which was primarily in response to robust consumer demand in 2021 and early 2022 when the majority of our homes delivered during the quarter were placed under contract, offset partially by a 3% decrease in the number of homes delivered (26 units) due to construction and supply chain issues that delayed closings.. Operating income in our Northern region ~~increased $0.6~~decreased $27.2 million from ~~$59.0~~$74.1 million in the ~~third~~second quarter of ~~2021~~2022 to ~~$59.6~~$46.9 million during the quarter ended ~~September~~June 30, ~~2022.~~2023. This ~~increase~~decrease in operating income was the result of a ~~$1.1~~$27.8 million ~~improvement~~decline in our gross margin partially offset by a ~~$0.5~~$0.6 million decrease in selling, general and administrative expense. With respect to our homebuilding gross margin, our housing gross margin declined $27.6 million and our housing gross margin percentage declined 220 basis points to 19.9% in the second quarter of 2023 from 22.1% in the prior year’s second quarter. These declines were primarily due to increased construction and lot costs and the decrease in the number of homes delivered noted above, offset partially by the increase in average sales price of homes delivered compared to prior year. Our land sale gross margin declined $0.2 million in the second quarter of 2023 compared to the same period in 2022 as a result of the mix of lots sold in the current year compared to the prior year.

Selling, general and administrative expense decreased $0.6 million, from $30.2 million for the quarter ended June 30, 2022 to $29.6 million for the quarter ended June 30, 2023, and increased as a percentage of revenue to 7.7% in 2023's second quarter from 6.4% in 2022's second quarter. The decrease in selling, general and administrative expense was primarily attributable to a decrease in compensation-related expenses and a slight decline in variable selling expenses resulting from decreases in sales commissions produced by the lower number of homes delivered.

During the three months ended June 30, 2023, we experienced a 31% increase in new contracts in our Northern region, from 722 in the second quarter of 2022 to 949 in the second quarter of 2023. The increase in new contracts was primarily due to the increase in our average communities compared to prior year in addition to improved demand. Homes in backlog decreased 39% from 2,042 homes at June 30, 2022 to 1,253 homes at June 30, 2023. The decrease in backlog was primarily a result of

difficult comps versus last year. Average sales price in backlog decreased to $504,000 at June 30, 2023 compared to $507,000 at June 30, 2022 primarily due to increased sales discounts offered and the mix of homes being sold. During the second quarter of 2023, we opened nine new communities in our Northern region compared to five during the second quarter of 2022. Our monthly absorption rate in our Northern region improved to 3.1 per community in the second quarter of 2023 compared to 2.6 per community in 2022's second quarter due to the increase in new contracts during the quarter.

Southern Region.During the three month period ended June 30, 2023, homebuilding revenue in our Southern region increased $56.4 million, from $548.5 million in the second quarter of 2022 to $604.9 million in the second quarter of 2023. This 10% increase in homebuilding revenue was the result of an 2% increase in the average sales price of homes delivered ($11,000 per home delivered) and a 7% increase in the number of homes delivered (74 more units) due to increased availability of inventory homes. Operating income in our Southern region decreased $10.1 million from $120.0 million in the second quarter of 2022 to $109.9 million during the quarter ended June 30, 2023. This decrease in operating income was the result of a $4.2 million decline in our gross margin and a $5.9 million increase in selling, general, and administrative expense. With respect to our homebuilding gross margin, our housing gross margin ~~improved $1.9~~declined $4.7 million ~~primarily~~and our housing gross margin percentage declined from 29.3% in prior year’s second quarter to 26.1% in the second quarter of 2023. These declines were largely due to increased construction and lot costs, offset partially by the increase in average sales price of homes delivered ~~offset partially~~compared to prior year and the increase in the number of homes delivered compared to prior year. Our land sale gross margin improved $0.5 million in the second quarter of 2023 compared to the second quarter of 2022 as a result of the mix of lots sold in the current year compared to the prior year.

Selling, general and administrative expense increased $5.9 million from $40.6 million in the second quarter of 2022 to $46.5 million in the second quarter of 2023 and increased as a percentage of revenue to 7.7% from 7.4% in the second quarter of 2022. The increase in selling, general and administrative expense was attributable to a $5.9 million increase in selling expense primarily due to a $5.0 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher number of homes delivered as well as a $0.9 million increase in non-variable selling expense primarily as a result of increased costs associated with our sales offices and models.

During the three months ended June 30, 2023, we experienced a 14% increase in new contracts in our Southern region, from 1,098 in the second quarter of 2022 to 1,248 in the second quarter of 2023. The increase in new contracts was primarily due to our increased community count compared to prior year in addition to improved demand. Homes in backlog decreased 29% from 3,171 homes at June 30, 2022 to 2,255 homes at June 30, 2023 primarily as a result of difficult comps versus last year. Average sales price in backlog decreased to $509,000 at June 30, 2023 from $527,000 at June 30, 2022 primarily due to increased sales discounts offered and the mix of homes being sold. During the three months ended June 30, 2023, we opened six new communities in our Southern region compared to opening 15 communities during 2022's second quarter. Our monthly absorption rate in our Southern region declined slightly to 4.4 per community in the second quarter of 2023 compared to 4.6 per community in the second quarter of 2022 as a result of the increase in our average communities compared to prior year, partially offset by the 14% increase in new contracts compared to prior year.

Financial Services. Revenue from our mortgage and title operations increased 30% to $25.3 million in the second quarter of 2023 from $19.4 million in the second quarter of 2022 due to an increase in the average loan amount from $384,000 in the quarter ended June 30, 2022 to $402,000 in the quarter ended June 30, 2023, higher margins on loans sold during the period compared to prior year’s second quarter, partially offset by a 5% decrease in the number of loan originations from 1,343 in 2022's second quarter to 1,281 in the second quarter of 2023.

Our financial services segment experienced a $4.1 million increase in operating income in the second quarter of 2023 compared to 2022's second quarter, which was primarily due to the increase in revenue discussed above offset, in part, by a $1.8 million increase in selling, general and administrative expense compared to the second quarter of 2022, which was primarily the result of a $0.8 million increase in indemnification write-offs and a $1.0 million increase in other miscellaneous expenses.

At June 30, 2023, M/I Financial provided financing services in all of our markets. Approximately 81% of our homes delivered during the second quarter of 2023 were financed through M/I Financial, compared to 77% in the second quarter of 2022. 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 decreased $1.0 million from $20.8 million for the second quarter of 2022 to $19.8 million for the second quarter of 2023. This decrease primarily resulted from a $0.5 million decrease in charitable contributions and a $0.5 million decrease in miscellaneous expenses.

Interest (Income) Expense - net. The Company earned $4.7 million of interest income - net for the three months ended June 30, 2023 compared to incurring $0.7 million of interest expense - net for the three months ended June 30, 2022. This was primarily due to a higher average cash balance on hand compared to prior year.

Income Taxes. Our overall effective tax rate was 24.0% for the three months ended June 30, 2023 and 24.9% for the three months ended June 30, 2022. The decrease in the effective rate from the three months ended June 30, 2022 was primarily attributable to a $1.0 million increase in tax benefit from equity compensation for 2023.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Northern Region. During the first half of 2023, homebuilding revenue in our Northern region decreased $60.0 million, from $826.6 million in the first six months of 2022 to $766.6 million in the first six months of 2023. This 7% decrease in homebuilding revenue was primarily the result of a 10% decrease in the number of homes delivered ~~noted above. Our~~(180 less units) due to lower beginning backlog for the current year compared to the prior year, and a $1.4 million decrease in land sale revenue, offset partially by a 3% increase in the average sales price of homes delivered ($16,000 per home delivered). Operating income in our Northern region decreased $28.3 million, from $114.3 million during the first half of 2022 to $86.0 million during the six months ended June 30, 2023. The decrease in operating income was primarily the result of a $28.4 million decrease in our gross margin offset partially by a $0.1 million decrease in selling, general and administrative expense. With respect to our homebuilding gross margin, our housing gross margin declined $28.3 million, and our housing gross margin percentage declined 50210 basis points ~~to 21.5%~~from 20.8% in the ~~third quarter~~first six months of 2022 ~~from 22.0%~~to 18.7% for the same period in ~~the prior year’s third quarter. The decline in housing gross margin percentage was~~2023, primarily due to increased construction and lot costs, offset partially by the increase in average sales price of homes delivered compared to prior year. Our land sale gross margin declined ~~$0.8~~$0.2 million in the ~~third quarter~~first half of ~~2022~~2023 compared to the same period in ~~2021 due~~2022 as a result of the mix of lots sold in the current year compared to ~~fewer land sales during~~ the ~~period.~~prior year.

Selling, general and administrative expense ~~increased $0.5~~decreased $0.1 million, from ~~$29.2~~$57.1 million for the ~~quarter~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~$29.7~~$57.0 million for the ~~quarter~~six months ended ~~September~~June 30, ~~2022,~~2023, but ~~improved~~increased as a percentage of revenue to ~~7.1%~~7.4% in ~~2022's third quarter from 7.3%~~the first half of 2023 compared to 6.9% in ~~2021's third quarter.~~the same period in 2022. The ~~increase~~decrease in selling, general and administrative expense was attributable to a $1.0 million decrease in general and administrative expense, which was primarily ~~attributable~~related to a $0.5 million decrease in compensation-related expenses and $0.5 million decrease in other miscellaneous expenses, partially offset by a $0.9 million increase in ~~land related expenses.~~selling expense primarily as a result of increased costs associated with our sales offices and models.

During the ~~three~~six months ended ~~September~~June 30, ~~2022,~~2023, we experienced a ~~40%~~7% decrease in new contracts in our Northern region, from ~~772~~1,912 in the ~~third quarter of 2021~~six months ended June 30, 2022 to ~~466~~1,777 in the ~~third quarter~~first half of ~~2022.~~2023. Homes in backlog also decreased ~~22%~~39% from ~~2,139~~2,042 at June 30, 2022 to 1,253 homes at ~~September~~June 30, ~~2021 to 1,658 homes at September 30, 2022.~~2023. The decreases in new contracts and backlog were primarily due to

~~decreased~~ overall decline in demand ~~as a result of the macroeconomic conditions described above in our Overview section, in addition~~compared to ~~difficult comps versus last~~prior year. Average sales price in backlog ~~increased~~decreased to ~~$517,000~~$504,000 at ~~September~~June 30, 2023 compared to $507,000 at June 30, 2022 compared to $475,000 at September 30, 2021. During the third quarter of 2022, we opened five new communities in our Northern region compared to 14 during the third quarter of 2021. Our monthly absorption rate in our Northern region declined to 1.7 per community in the third quarter of 2022 compared to 3.1 per community in 2021's third quarter due to the decline in new contracts during the quarter.

~~Southern Region.~~During the three month period ended September 30, 2022, homebuilding revenue in our Southern region increased $94.1 million, from $483.0 million in the third quarter of 2021 to $577.1 million in the third quarter of 2022. This 19% increase in homebuilding revenue was the result of an 18% increase in the average sales price of homes delivered ($75,000 per home delivered) and a 1% increase in the number of homes delivered (7 units) which was primarily in response to robust consumer demand in 2021 and early 2022 when the majority of our homes delivered during the quarter were placed under contract, despite the impact of Hurricane Ian on our Florida markets which delayed a number of our deliveries for the quarter. Operating income in our Southern region increased $46.3 million from $73.0 million in the third quarter of 2021 to $119.3 million during the quarter ended September 30, 2022. This increase in operating income was the result of a $49.8 million improvement in our gross margin, offset partially by a $3.4 million increase in selling, general, and administrative expense. With respect to our homebuilding gross margin, our housing gross margin improved $49.0 million, due primarily to the increase in average sales price of homes delivered in addition to the increase in the number of homes delivered noted above. Our housing gross margin percentage improved from 23.3% in prior year’s third quarter to 28.2% in the third quarter of 2022, largely due to the increase in average sales price of homes delivered compared to prior year. Our land sale gross margin improved $0.8 million in the third quarter of 2022 compared to the third quarter of 2021 due to increased ~~land~~ sales ~~during~~discounts offered and the ~~period.~~

Selling, general and administrative expense increased $3.4 million from $39.8 million in the third quarter of 2021 to $43.2 million in the third quarter of 2022 but declined as a percentage of revenue to 7.5% from 8.2% in the third quarter of 2021. The increase in selling, general and administrative expense was attributable to a $0.4 million increase in selling expense primarily due to an increase in variable selling expenses resulting from increases in sales commissions produced by the higher numbermix of homes delivered. 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 $1.4 million increase in compensation-related expenses due to our increased headcount and our strong financial performance during the period, a $1.2 million increase in land-related costs, and a $0.4 million increase in miscellaneous expenses.

being sold. During the ~~three~~six months ended ~~September~~June 30, 2022, we experienced a 26% decrease in new contracts in our Southern region, from 1,192 in the third quarter of 2021 to 883 in the third quarter of 2022. Homes in backlog decreased 12% from 3,268 homes at September 30, 2021 to 2,878 homes at September 30, 2022. The decreases in new contracts and backlog were primarily due to our decreased community count compared to prior year and decreased demand as a result of the macroeconomic conditions described above in our Overview section. Average sales price in backlog increased to $543,000 at September 30, 2022 from $468,000 at September 30, 2021. During the three months ended September 30, 2022,2023, we opened 20 new communities in our Southern region compared to opening 12 communities during 2021's third quarter. Our monthly absorption rate in our Southern region declined slightly to 3.6 per community in the third quarter of 2022 compared to 4.3 per community in the third quarter of 2021 as a result of the decline in our average communities and the decrease in the number of new contracts during the quarter compared to prior year.

~~Financial Services.~~ Revenue from our mortgage and title operations decreased 3% to $20.1 million in the third quarter of 2022 from $20.8 million in the third quarter of 2021 due to a 19% decrease in the number of loan originations from 1,554 in 2021's third quarter to 1,263 in the third quarter of 2022 and lower margins on loans sold during the period compared to prior year’s third quarter, partially offset by an increase in the average loan amount from $349,000 in the quarter ended September 30, 2021 to $385,000 in the quarter ended September 30, 2022.

Our financial services segment experienced a $1.6 million decrease in operating income in the third quarter of 2022 compared to 2021's third quarter, which was primarily due to the decrease in revenue discussed above in addition to a $0.9 million increase in selling, general and administrative expense compared to the third quarter of 2021, which was primarily the result of an increase in compensation-related expenses due to our increase in employee headcount.

At September 30, 2022, M/I Financial provided financing services in all of our markets. Approximately 76% of our homes delivered during the third quarter of 2022 were financed through M/I Financial, compared to 85% in the third quarter of 2021. 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 $3.3 million from $17.6 million for the third quarter of 2021 to $20.9 million for the third quarter of 2022. This increase primarily resulted from a $2.3 million increase in compensation-related expenses due to increased headcount and a $1.0 million increase in miscellaneous expenses.

~~Interest Expense (Income).~~ Interest expense for the Company increased from interest income of $0.1 million for the three months ended September 30, 2021 to interest expense of $0.7 million for the three months ended September 30, 2022. This increase in interest expense was primarily due to an increase in our weighted average borrowings from $728.2 million in 2021's third quarter to $835.0 million in 2022's third quarter.

~~Loss on Early Extinguishment of Debt.~~ We recognized a loss on early extinguishment of debt of $9.1 million during the quarter ended September 30, 2021 as a result of the write-off of unamortized debt issuance costs and a prepayment premium associated with the redemption of our 2025 Senior Notes.

~~Income Taxes.~~ Our overall effective tax rate was 21.0% for the three months ended September 30, 2022 and 21.7% for the three months ended September 30, 2021. The decrease in the effective rate from the three months ended September 30, 2021 was due to an increase in tax benefit from energy efficient home credits for 2022.

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

~~Northern Region.~~ ~~During the nine months ended September 30, 2022, homebuilding revenue in our~~ Northern region, increased $91.0 million, from $1.15 billion in the nine months ended September 30, 2021 to $1.24 billion in the nine months ended September 30, 2022. This 8% increase in homebuilding revenue was primarily the result of a 9% increase in the average sales price of homes delivered ($40,000 per home delivered), offset partially by a 1% decrease in the number of homes delivered (28 units) and a $2.4 million decrease in land sale revenue. Operating income in our Northern region increased $13.9 million, from $160.0 million during the nine months ended September 30, 2021 to $173.9 million during the nine months ended September 30, 2022. The increase in operating income was primarily the result of a $14.0 million increase in our gross margin. With respect to our homebuilding gross margin, our housing gross margin improved $15.0 million, primarily due to the increase in the average sale price of homes delivered. Our housing gross margin percentage declined 40 basis points from 21.4% in the nine months ended September 30, 2021 to 21.0% for the same period in 2022, primarily due to increased construction and lot costs. Our land sale gross margin decreased by $1.0 million in the nine months ended September 30, 2022 compared to the same period in 2021 due to fewer land sales during the period.

Selling, general and administrative expense increased $0.1 million, from $86.7 million for the nine months ended September 30, 2021 to $86.8 million for the nine months ended September 30, 2022, and declined as a percentage of revenue to 7.0% in the first nine months of 2022 compared to 7.5% in the same period in 2021. The increase in selling, general and administrative expense was attributable to a $3.4 million increase in general and administrative expense, which was primarily related to an increase in compensation-related expenses due to our increased headcount and our strong financial performance during the period, partially offset by a $3.3 million decrease in selling expense primarily due to a decrease in variable selling expenses resulting from decreases in sales commissions produced by the lower number of homes delivered.

~~During the nine months ended September 30, 2022,~~ we experienced a 20% decrease in new contracts in our Northern region, from 2,962 in the nine months ended September 30, 2021 to 2,378 in the first nine months of 2022. Homes in backlog also decreased 22% from 2,139 at September 30, 2021 to 1,658 homes at September 30, 2022. The decreases in new contracts and backlog were partially due to the limitations we imposed on sales in certain of our communitiesopen during the first half of the period as well as decreased demand beginning in the latter part of 2022’s second quarter as a result of the macroeconomic conditions described above in our Overview section. Average sales price in backlog increased to $517,000 at September 30, 2022 compared to $475,000 at September 30, 2021. During the nine months ended September 30, 2022, we opened 25 new communities in our Northern region compared to opening 32 during the same period in 2021.2022. Our monthly absorption rate in our Northern region declined to 2.9 per community in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~3.9~~3.5 per community in the same period in ~~2021~~2022 as a result of the decrease in the number of new contracts during the period compared to prior ~~year.~~year and the increase in the number of average active communities.

Southern Region. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, homebuilding revenue in our Southern region increased ~~$144.8~~$166.0 million from ~~$1.46~~$1.03 billion in the ~~nine months ended September 30, 2021~~first half of 2022 to ~~$1.61~~$1.20 billion in the ~~nine months ended September 30, 2022.~~first half of 2023. This ~~10%~~16% increase in homebuilding revenue was the result of a ~~20%~~5% increase in the average sales price of homes delivered ($~~78,000~~25,000 per home delivered) ~~and~~, a ~~$4.7 million~~10% increase ~~in land sale revenue, offset partially by an 8% decrease~~ in the number of homes delivered ~~(312~~(221 more units) ~~which was in part~~ due to ~~the impact~~increased availability of ~~Hurricane Ian on our Florida markets which delayed~~inventory homes, and a ~~number of our deliveries during the third quarter.~~$3.4 million increase in land sale revenue. Operating income in our Southern region increased ~~$105.4 million~~2% from ~~$218.2~~$204.3 million in the ~~nine months ended September 30, 2021~~first half of 2022 to ~~$323.6~~$207.5 million during the ~~nine~~six months

ended ~~September~~June 30, ~~2022.~~2023. This increase in operating income was the result of a ~~$105.5~~$16.8 million improvement in our gross margin, offset partially by a ~~$0.1~~$13.6 million increase in selling, general, and administrative expense. With respect to our homebuilding gross margin, our gross margin on homes delivered improved ~~$104.1~~$17.3 million, due primarily to the increase in average sale price of homes ~~delivered.~~delivered and the increase in the number of homes delivered during the period. Our housing gross margin percentage ~~improved 450~~declined 230 basis points from ~~23.2%~~27.4% in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~27.7%~~25.1% in the same period in ~~2022, largely~~2023, primarily due to increased construction and lot costs, offset partially by the increase in average sales price of homes delivered compared to prior year. Our land sale gross margin ~~improved $1.3~~declined $0.5 million in the ~~nine months ended September 30, 2022~~first half of 2023 compared to the same period in ~~2021.~~2022 as a result of the mix of lots sold in the current year compared to the prior year.

Selling, general and administrative expense increased ~~$0.1~~$13.6 million from ~~$121.3~~$78.2 million in the ~~nine months ended September 30, 2021~~first half of 2022 to ~~$121.4~~$91.8 million in the ~~nine months ended September 30, 2022 but declined~~first half of 2023 and increased as a percentage of revenue to ~~7.5%~~7.7% from ~~8.3%~~7.6% for the ~~nine months ended September 30, 2021.~~first half of 2022. The increase in selling, general and administrative expense was attributable to a ~~$6.4~~$12.6 million increase in selling expense primarily due to a

$10.6 million increase in variable selling expenses resulting from increases in sales commissions produced by the higher number of homes delivered as well as a $2.0 million increase in non-variable selling expenses primarily related to costs associated with our sales offices and models. The increase in selling, general and administrative expense was also attributable to a $1.0 million increase in general and administrative expense, which was primarily related to ~~a $2.7 million increase in land-related expenses primarily due to write-offs of abandoned land transaction costs, a $2.5 million~~an increase in compensation-related expenses due to our ~~increased headcount and our~~ strong financial performance and a $1.2 million increase in miscellaneous expenses. The increase in general and administrative expense was partially offset by a $6.3 million decrease in selling expense primarily due to a decrease in variable selling expenses resulting from decreases in sales commissions produced byduring the ~~lower number of homes delivered.~~period.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we experienced a ~~25% decrease~~7% increase in new contracts in our Southern region, from ~~4,378~~2,422 in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~3,305~~2,591 in the first ~~nine months~~half of ~~2022. Homes in backlog decreased 12% from 3,268 homes at September 30, 2021 to 2,878 homes at September 30, 2022. The decreases in new contracts and backlog were~~2023 primarily due to the ~~decrease~~increase in our average number of communities compared to prior ~~year, the limitations we imposed on sales~~year. Homes in ~~certain of our communities during the first half of the period, and~~backlog decreased ~~demand beginning in the latter part of 2022’s second quarter as a result of the macroeconomic conditions described above in our Overview section.~~29% from 3,171 homes at June 30, 2022 to 2,255 homes at June 30, 2023 due primarily to difficult comps compared to prior year. Average sales price in backlog decreased from $527,000 at June 30, 2022 to $509,000 at June 30, 2023 primarily due to increased ~~from $468,000 at September 30, 2021 to $543,000 at September 30, 2022.~~sales discounts offered and the mix of homes being sold. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we opened 5114 communities in our Southern region, compared to opening 31 during the ~~nine months ended September 30, 2021.~~first half of 2022. The decline was a result of delayed land acquisitions and development spend due to market conditions beginning in the second half of 2022, in addition to delays in approvals for entitlements and permits, and construction and supply chain disruptions, all of which delayed community openings during the period. Our monthly absorption rate in our Southern region declined to ~~4.4~~4.5 per community in the ~~nine months ended September 30, 2022~~first half of 2023 from 4.9 per community in the ~~nine months ended September 30, 2021~~first half of 2022 as a result of the ~~decline~~increase in our average communities ~~and the decrease in the number of new contracts during the period~~ compared to prior year.

Financial Services. Revenue from our mortgage and title operations ~~decreased 20%~~increased 16% from ~~$79.1~~$43.5 million in the ~~nine months ended September 30, 2021~~first half of 2022 to ~~$63.6~~$50.5 million in the ~~nine months ended September 30, 2022~~first half of 2023 due to ~~a 20% decrease in the number of loan originations from 4,833 in the nine months ended September 30, 2021 to 3,877 in the nine months ended September 30, 2022 and lower~~higher margins on loans sold during the period compared to ~~2021's~~2022's first ~~nine months due to increased competition for sales of loans, offset partially by~~half and an increase in the average loan amount from ~~$337,000~~$381,000 in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~$382,000~~$398,000 in the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023, offset partially by a 3% decrease in the number of loan originations from 2,614 in the first half of 2022 to 2,539 in the first half of 2023.

Our financial services segment experienced a ~~$17.6~~$5.2 million ~~decrease~~increase in operating income in the ~~nine months ended September 30, 2022~~first half of 2023 compared to the same period in ~~2021,~~2022, which was primarily due to the ~~decrease~~increase in revenue discussed above, ~~and~~partially offset by a ~~$2.1~~$1.9 million increase in selling, general and administrative expense compared to the ~~nine months ended September 30, 2021.~~first half of 2022. The increase in selling, general and administrative expense was primarily attributable to ~~an increase~~a decrease in compensation-related ~~expenses due to an increase in employee headcount.~~expenses.

At ~~September~~June 30, ~~2022,~~2023, M/I Financial provided financing services in all of our markets. Approximately ~~78%~~79% of our homes delivered during both the ~~nine months ended September 30,~~first half of 2023 and 2022 were financed through M/I ~~Financial, compared to 84% in the nine months ended September 30, 2021.~~Financial. 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 ~~$6.9~~$0.6 million from ~~$50.4~~$36.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~$57.3~~$37.0 million for the ~~nine~~six months ended ~~September~~June 30, 2022. The increase was primarily due to a $3.4 million increase in compensation-related expenses due to our increased headcount and our strong financial performance and a $3.5 million increase in other miscellaneous expenses.

~~Interest Expense - Net.~~ Interest expense for the Company increased from $1.6 million in the nine months ended September 30, 2021 to $2.1 million in the nine months ended September 30, 2022. This increase in interest expense was2023, primarily due to an increase in ~~our weighted average borrowings from $712.9 million in 2021's first nine months to $806.5 million in 2022's first nine months.~~

~~Loss on Early Extinguishment of Debt.~~ ~~We recognized a loss on early extinguishment of debt of $9.1 million~~miscellaneous expenses incurred during the ~~nine~~period.

Interest (Income) Expense - net. The Company earned $6.1 million of interest income - net for the six months ended ~~September~~June 30, ~~2021 as~~2023 compared to incurring $1.4 million of interest expense - net for the six months ended June 30, 2022. This was primarily due to a ~~result of the write-off of unamortized debt issuance costs and a prepayment premium associated with the redemption of our 2025 Senior Notes.~~higher average cash balance on hand compared to prior year.

Income Taxes. Our overall effective tax rate was ~~23.5%~~24.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~22.9%~~24.9% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease in the effective rate from the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~due~~primarily attributable to a ~~decrease~~$1.6 million increase in tax benefit from equity compensation and a $0.9 million increase in tax benefit for ~~2022.~~energy efficient homes credit taken during the first half of 2023 compared to the same period in 2022 (due to the timing of the IRA enactment as described further in Note 10).

LIQUIDITY AND CAPITAL RESOURCES

Overview of Capital Resources and Liquidity.

At ~~September~~June 30, ~~2022,~~2023, we had ~~$67.8~~$668.3 million of cash, cash equivalents and restricted cash, with ~~$67.0~~$667.4 million of this amount comprised of unrestricted cash and cash equivalents, which represents a ~~$169.0~~$356.8 million ~~decrease~~increase in unrestricted cash and cash equivalents from December 31, ~~2021.~~2022. The increase in cash is primarily due to lower land spend than in prior year, fewer houses under construction compared to prior year, house closings, as well as a larger beginning of year balance on hand, Our principal uses of cash for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 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 ~~$55.3~~$15.2 million of our outstanding common shares under our 2021 Share Repurchase Program (as defined below) ~~during the nine months ended September 30, 2022.~~. In order to fund these uses of

cash, we used proceeds from home deliveries, ~~as well as~~the sale of mortgage loans, the sale of mortgage servicing rights, excess cash balances, borrowings under our credit facilities, and other sources of liquidity.

The Company is a party to three primary credit agreements: (1) a ~~$550~~$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; (2) a $200 million secured mortgage warehousing agreement, dated May ~~27, 2022,~~26, 2023, with M/I Financial as borrower (the “MIF Mortgage Warehousing Agreement”); and (3) a $90 million mortgage repurchase agreement, dated October 30, 2017, as amended ~~most recently~~ on October 24, 2022, with M/I Financial as borrower (the “MIF Mortgage Repurchase Facility”).

As of ~~September~~June 30, ~~2022,~~2023, 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 ~~$889.4~~$886.4 million, with ~~$189.4~~$186.4 million payable within 12 months. Future interest payments associated with these notes payable totaled ~~$198.4~~$182.1 million as of ~~September~~June 30, ~~2022,~~2023, with ~~$16.4~~$31.8 million payable within 12 months.

As of ~~September~~June 30, ~~2022,~~2023, there were no borrowings outstanding and ~~$96.6~~$81.2 million of letters of credit outstanding under our ~~$550~~$650 million Credit Facility, leaving ~~$453.4~~$568.8 million available. We expect to continue managing our balance sheet and liquidity carefully in ~~2022~~2023 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 ~~2022~~2023 from cash receipts, excess cash balances and availability under our credit facilities.

During the ~~nine months ended September 30, 2022,~~first half of 2023, we delivered ~~5,982~~3,997 homes, started ~~6,693~~3,981 homes, ended the quarter with 4,500 homes under construction versus 6,300 at the end of last year’s second quarter, and spent ~~$289.6~~$141.7 million on land purchases and ~~$349.2~~$201.3 million on land development.

We are ~~selectively~~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~~June 30, ~~2022,~~2023, we had a total of ~~21,155~~17,894 lots under contract, with an aggregate purchase price of approximately ~~$982.4~~$848.3 million, to be acquired during the remainder of ~~2022~~2023 through 2029.

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~~six-month period ended ~~September~~June 30, ~~2022,~~2023, we ~~used $14.1~~generated $417.7 million of cash infrom operating activities, compared to ~~using $34.3~~generating $78.5 million of cash infrom operating activities during the ~~nine months ended September 30, 2021.~~first half of 2022. The cash ~~used~~generated in operating activities in the first ~~nine months~~half of 2023 was primarily a result of net income of $221.1 million, $52.5 million of proceeds from the sale of mortgage loans net of mortgage loan originations, a $157.0 million decrease in inventory purchases due to delays and timing of land purchases and an increase of $36.1 million in accounts payable, offset, in part, by a decrease in accrued compensation and other liabilities totaling $62.0 million. The cash generated from operating activities in first half of 2022 was primarily a result of ~~a $533.0 million increase in inventory and an increase in other assets of $37.4 million, offset, in part, by~~ net income of ~~$360.3~~$228.7 million, ~~$85.1~~$78.3 million of proceeds from the sale of mortgage loans net of mortgage loan originations, and an increase in accounts payable, customer deposits and other liabilities totaling ~~$91.8 million. The cash used~~$122.7 million offset, in ~~operating activities in the first nine months of 2021 was primarily~~part, by a ~~result of a $412.2~~$336.5 million increase in inventory, ~~and~~ a decrease in accrued compensation ~~and~~

~~other liabilities~~ of ~~$9.6~~$13.4 million ~~offset, in part, by net income of $283.5 million, $16.5 million of proceeds from the sale of mortgage loans net of mortgage loan originations,~~ and an increase in ~~accounts payable and customer deposits totaling $84.3~~other assets of $9.9 million.

Investing Cash Flow Activities. During the ~~nine months ended September 30, 2022,~~first half of 2023, we used ~~$19.1~~$2.8 million of cash from investing activities, compared to using ~~$31.9~~$11.5 million of cash from investing activities during the ~~nine months ended September 30, 2021.~~first half of 2022. The cash used ~~from~~in investing activities in the first ~~nine months~~half of ~~2022~~2023 was primarily a result of a ~~$17.4 million increase in our investment in joint venture arrangements. The cash used from investing activities during the nine months ended September 30, 2021 was primarily a result of a $34.7~~$10.5 million increase in our investment in joint venture arrangements ~~partially~~and a $2.1 million increase in property and equipment, offset, in part, by ~~$4.3~~$9.8 million of proceeds from the sale of a portion of our mortgage servicing rights during the second quarter of 2023. The cash used in investing activities during the ~~nine months ended September 30, 2021.~~first half of 2022 was primarily a result of a $10.9 million increase in our investment in joint venture arrangements.

Financing Cash Flow Activities. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we used ~~$135.4~~$58.1 million of cash from financing activities, compared to ~~generating $26.6~~using $114.7 million of cash from financing activities during the ~~nine~~first six months ~~ended September 30, 2021.~~of 2022. The cash used in financing activities in ~~2022~~2023 was primarily due to repayments of ~~$76.8~~$59.3 million (net of proceeds from borrowings) under our two M/I Financial credit facilities ~~in addition to~~and the repurchase of ~~$55.3~~$15.2 million of our outstanding common shares during the ~~nine months ended September 30, 2022.~~first half of 2023, offset partially by $16.6 million in proceeds from the exercise of stock options during the first half of 2023. The cash ~~generated from~~used in financing activities in first ~~nine months~~half of ~~2021~~2022 was primarily due to ~~the issuance~~repayments of ~~$300.0~~$71.6 million (net of proceeds from

borrowings) under our ~~2030 Senior Notes, net of debt issuance costs, for $296.0 million, offset partially by the redemption of all $250.0 million of our then outstanding 2025 Senior Notes,~~two M/I Financial credit facilities and the repurchase of ~~$15.5~~$40.2 million of our outstanding common shares during the ~~nine months ended September 30, 2021.~~first half of 2022.

On July 28, 2021, the Company announced that its Board of Directors authorized 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, for a total of $200 million authorized for repurchases. During the ~~nine months ended September 30, 2022,~~first half of 2023, the Company repurchased ~~1.2~~0.2 million outstanding common shares ~~with~~for an aggregate purchase price of ~~$55.3~~$15.2 million under the 2021 Share Repurchase Program which was funded with cash on hand. As of ~~September~~June 30, ~~2022,~~2023, the Company is authorized to repurchase an additional ~~$93.1~~$77.9 million of outstanding common shares under the 2021 Share Repurchase Program (see Note 12 to 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 2023. The timing and amount of any future purchases under the 2021 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.

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our ratio of homebuilding debt to capital was ~~26%~~23% and ~~30%~~25%, respectively, calculated as the carrying value of our outstanding homebuilding debt (which consists of borrowings under our Credit Facility, our 2030 Senior Notes, our 2028 Senior Notes, and Notes Payable-Other) 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.

Included in the table below is a summary of our available sources of cash from the Credit Facility, the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility as of ~~September~~June 30, ~~2022:~~2023:


(In thousands)	(In thousands)	Expiration Date	Outstanding Balance		Available Amount		(In thousands)	Expiration Date	Outstanding Balance		Available Amount
Notes payable – homebuilding (a)	Notes payable – homebuilding (a)	(a)	$	—	$	453,371	Notes payable – homebuilding (a)	(a)	$	—	$	568,840
Notes payable – financial services (b)	Notes payable – financial services (b)	(b)	$	189,371	$	2,334	Notes payable – financial services (b)	(b)	$	186,396	$	2,379

(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 ~~$1.53~~$1.81 billion of availability for additional senior debt at ~~September~~June 30, ~~2022.~~2023. As a result, the full ~~$550~~$650 million commitment amount of the facility was available, less any borrowings and letters of credit outstanding. There were no borrowings outstanding and ~~$96.6~~$81.2 million of letters of credit outstanding at ~~September~~June 30, ~~2022,~~2023, leaving ~~$453.4~~$568.8 million available. The Credit Facility has an expiration date of ~~July 18, 2025.~~December 9, 2026.

(b)The available amount is computed in accordance with the borrowing base calculations under the MIF Mortgage Warehousing Agreement and the MIF Mortgage Repurchase Facility, each of which may be increased by pledging additional mortgage collateral, not to exceed the maximum aggregate commitment amount of M/I Financial’s warehousing agreements, which was ~~$365~~$290 million as of ~~September~~June 30, ~~2022.~~2023. The MIF Mortgage Warehousing Agreement has an expiration date of of May ~~26, 2023.~~ ~~Subsequent to the quarter ended~~ ~~September 30, 2022, M/I Financial entered into an amendment to~~24, 2024 and the MIF Mortgage Repurchase Facility ~~which extended its term for~~has an ~~additional year to~~expiration date of October 23, 2023.

Notes Payable - Homebuilding.

Homebuilding Credit Facility. The Credit Facility provides for an aggregate commitment amount of ~~$550~~$650 million and also includes an accordion feature pursuant to which the maximum borrowing availability may be increased to an aggregate of ~~$700~~$800 million, subject to obtaining additional commitments from lenders. The Credit Facility matures on ~~July 18, 2025.~~December 9, 2026. Interest on amounts borrowed under the Credit Facility is payable at amultiple interest rate ~~which is~~options, including one, three, or six month adjusted ~~daily and is equal to the sum of one-month LIBOR~~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). ~~The Credit Facility includes a provision for the replacement of LIBOR under certain circumstances where one-month LIBOR is no longer available.~~

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 ~~$150~~$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 ~~$1.26~~$1.42 billion at ~~September~~June 30, ~~2022~~2023 (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). On February 16, 2022, the Company amended its Credit Facility to eliminate specified limits on the Company to make investments in its subordinated debt and capital stock. Such investments are subject to the Company’s compliance with the other covenants and provisions in the Credit Facility.

As of ~~September~~June 30, ~~2022,~~2023, 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~~June 30, ~~2022:~~2023:

Financial Covenant

Covenant Requirement

Actual

Financial Covenant

Covenant Requirement

Actual

(Dollars in millions)

Consolidated Tangible Net Worth

≥

1,256.1

1,846.9

Consolidated Tangible Net Worth

≥

1,418.0

2,214.9

Leverage Ratio

≤

0.60

0.28

Leverage Ratio

≤

0.60

0.04

Interest Coverage Ratio

≥

1.5 to 1.0

20.7 to 1.0

Interest Coverage Ratio

≥

1.5 to 1.0

20.6 to 1.0

Investments in Unrestricted Subsidiaries and Joint Ventures

≤

554.1

5.9

Investments in Unrestricted Subsidiaries and Joint Ventures

≤

664.5

6.0

Unsold Housing Units and Model Homes

≤

2,911

1,557

Unsold Housing Units and Model Homes

≤

2,942

1,214

Notes Payable - Financial Services.

MIF Mortgage Warehousing Agreement. The MIF Mortgage Warehousing Agreement is used to finance eligible residential mortgage loans originated by M/I Financial. On May 26, 2023, M/I Financial amended and restated the MIF Mortgage Warehousing Agreement which, among other things, extended the expiration date to May 24, 2024, and replaced the Bloomberg Short Term Bank Yield Index (“BSBY”) rate with the SOFR rate. The MIF Mortgage Warehousing Agreement provides for a maximum borrowing availability of $200 million, which ~~increased~~increases to $275 million from September ~~19, 2022~~18, 2023 to November ~~13, 2022~~10, 2023 and increases to $300 million from November ~~14, 2022 through~~11, 2023 to February ~~6, 2023, which are periods of expected increases in the volume of mortgage originations. The MIF Mortgage Warehousing Agreement expires on May 26, 2023.~~9, 2024. Interest on amounts borrowed under the MIF Mortgage Warehousing Agreement is payable at a per annum rate equal to the one-month ~~BSBY~~SOFR rate ~~(subject~~(adjusting daily subject to a floor of ~~0.25%~~0.50%) plus a spread of ~~190~~165 basis points.

The MIF Mortgage Warehousing Agreement is secured by certain mortgage loans originated by M/I Financial that are being “warehoused” prior to their sale to investors. The MIF Mortgage Warehousing Agreement provides for limits with respect to certain loan types that can secure outstanding borrowings. There are currently no guarantors of the MIF Mortgage Warehousing Agreement.

As of ~~September~~June 30, ~~2022,~~2023, there was ~~$112.2~~$134.5 million outstanding under the MIF Mortgage Warehousing Agreement and M/I Financial was in compliance with all covenants thereunder. The financial covenants, as more fully described and defined in the MIF

Mortgage Warehousing Agreement, are summarized in the following table, which also sets forth M/I Financial’s compliance with such covenants as of ~~September~~June 30, ~~2022:~~2023:


Financial Covenant	Financial Covenant		Covenant Requirement		Actual		Financial Covenant		Covenant Requirement		Actual
			(Dollars in millions)						(Dollars in millions)
Leverage Ratio	Leverage Ratio	≤	12.0 to 1.0		6.4 to 1.0		Leverage Ratio	≤	12.0 to 1.0		5.8 to 1.0
Liquidity	Liquidity	≥	$	10.0	$	46.6	Liquidity	≥	$	10.0	$	37.1
Adjusted Net Income	Adjusted Net Income	>	$	0.0	$	22.0	Adjusted Net Income	>	$	0.0	$	22.8
Tangible Net Worth	Tangible Net Worth	≥	$	20.0	$	37.1	Tangible Net Worth	≥	$	20.0	$	37.1

MIF Mortgage Repurchase Facility. The MIF Mortgage Repurchase Facility is used to finance eligible residential mortgage loans originated by M/I Financial and is structured as a mortgage repurchase facility. The MIF Mortgage Repurchase Facility provides for a maximum borrowing availability of $90 million. The MIF Mortgage Repurchase Facility ~~was scheduled to expire~~expires on October ~~24, 2022. Before entering into~~23, 2023. As is typical for similar credit facilities in the ~~amendment to~~mortgage origination industry, at closing, the expiration of the MIF Mortgage Repurchase Facility ~~discussed below,~~was set at approximately one year, and is under consideration annually by the participating lender. The current lender or M/I Financial ~~paid~~may choose not to extend the MIF Mortgage Repurchase Facility on or prior to the current expiration date of October 23, 2023.

M/I Financial pays interest on each advance under the MIF Mortgage Repurchase Facility at a per annum rate equal to ~~the one-month LIBOR rate (subject to a floor of 0.75% or 0.625% based on the type of loan) plus 175 or 200 basis points depending on the loan type.~~

Subsequent to the quarter ended September 30, 2022, M/I Financial entered into an amendment to the MIF Mortgage Repurchase Facility with an effective date of October 24, 2022. The amendment, among other things, extends the term of the MIF Mortgage Repurchase Facility for an additional year to October 23, 2023, replaces the LIBOR rate with the One-Month Term SOFR ~~(“SOFR”) rate~~ (subject to an all-in floor of 2.375% or 2.75% based on the type of loan)~~, and adjusts certain financial covenant limits.~~

plus 150 or 200 basis points depending on loan type. The covenants in the MIF Mortgage Repurchase Facility are substantially similar to the covenants in the MIF Mortgage Warehousing Agreement. The MIF Mortgage Repurchase Facility provides for limits with respect to certain loan types that can secure outstanding borrowings, which are substantially similar to the restrictions in the MIF Mortgage Warehousing Agreement. There are no guarantors of the MIF Mortgage Repurchase Facility. As of ~~September~~June 30, ~~2022,~~2023, there was

~~$77.2~~ $51.9 million outstanding under the MIF Mortgage Repurchase Facility. M/I Financial was in compliance with all financial covenants under the MIF Mortgage Repurchase Facility as of ~~September~~June 30, ~~2022.~~

2023.

Senior Notes.

3.95% Senior Notes. On August 23, 2021, the Company issued $300.0 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~~June 30, ~~2022,~~2023, 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 $400.0 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~~June 30, ~~2022,~~2023, the Company was in compliance with all terms, conditions, and covenants under the indenture.

See Note 8 to our financial statements for more information regarding the 2030 Senior Notes and the 2028 Senior Notes.

Supplemental Financial Information.

As of ~~September~~June 30, ~~2022,~~2023, M/I Homes, Inc. had $300.0 million aggregate principal amount of its 2030 Senior Notes and $400.0 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 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)	(In thousands)	As of September 30, 2022		As of December 31, 2021		(In thousands)	As of June 30, 2023		As of December 31, 2022
Assets:	Assets:					Assets:
Cash	Cash	$	18,821	$	203,381	Cash	$	629,824	$	269,071
Investment in joint venture arrangements	Investment in joint venture arrangements	$	46,196	$	50,648	Investment in joint venture arrangements	$	36,348	$	45,907
Amounts due from Non-Guarantor Subsidiaries	Amounts due from Non-Guarantor Subsidiaries	$	16,245	$	6,455	Amounts due from Non-Guarantor Subsidiaries	$	8,047	$	15,772
Total assets	Total assets	$	3,294,937	$	2,897,385	Total assets	$	3,594,200	$	3,379,932

Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity

Total liabilities	Total liabilities	$	1,410,007	$	1,320,337	Total liabilities	$	1,349,039	$	1,359,951
Shareholders’ equity	Shareholders’ equity	$	1,884,930	$	1,577,048	Shareholders’ equity	$	2,245,161	$	2,019,981

Summarized Statement of Income Data


	~~Nine~~Six Months Ended
(In thousands)	~~September~~June 30, ~~2022~~2023
Revenues	$	~~2,850,809~~1,963,996
Land and housing costs	$	~~2,145,082~~1,521,733
Selling, general and administrative expense	$	~~264,494~~185,119
Income before income taxes	$	~~442,337~~268,114
Net income	$	~~337,336~~202,064

Weighted Average Borrowings. For the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, our weighted average borrowings outstanding were ~~$835.0~~$757.5 million and ~~$728.2~~$781.9 million, respectively, with a weighted average interest rate of ~~4.98%~~5.32% and ~~5.41%~~4.86%, respectively. The ~~increase~~decrease in our weighted average borrowings related to ~~increased~~decreased borrowings under our two M/I Financial credit facilities during the ~~third~~second quarter of ~~2022~~2023 compared to the same period in ~~2021.~~2022. The ~~decrease~~increase in our weighted average borrowing rate was due to ~~lower~~higher interest rates on our credit facilities in ~~2022~~2023 compared to the prior year.

At both ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had no borrowings outstanding under the Credit Facility. During the nine months ended September 30, 2022, the average daily amount outstanding under the Credit Facility was $7.3 million and the maximum amount outstanding under the Credit Facility was $82.5 million. Based on our currently anticipated spending on home construction, overhead expenses and land acquisition and development during the remainder of ~~2022,~~2023, offset by expected cash receipts from home deliveries and other sources, we do not expect ~~the peak amount outstanding~~to incur borrowings under the Credit Facility ~~to exceed approximately $200 million. The actual amount borrowed~~ during the remainder of ~~2022~~2023. To the extent we elect to borrow under the Credit Facility during the remainder of 2023, 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 2021 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 ~~$96.6~~$81.2 million of letters of credit issued and outstanding under the Credit Facility at ~~September~~June 30, ~~2022.~~2023. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the average daily amount of letters of credit outstanding under the Credit Facility was ~~$92.7~~$80.6 million and the maximum amount of letters of credit outstanding under the Credit Facility was ~~$107.8~~$94.9 million.

At ~~September~~June 30, ~~2022,~~2023, M/I Financial had ~~$112.2~~$134.5 million outstanding under the MIF Mortgage Warehousing Agreement. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the average daily amount outstanding under the MIF Mortgage Warehousing Agreement was ~~$59.1~~$17.1 million and the maximum amount outstanding was ~~$196.8~~$200.9 million, which occurred during January ~~2022~~2023 while the temporary increase provision was in effect and the maximum borrowing availability was ~~$235.0~~$300.0 million.

At ~~September~~June 30, ~~2022,~~2023, M/I Financial had ~~$77.2~~$51.9 million outstanding under the MIF Mortgage Repurchase Facility. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the average daily amount outstanding under the MIF Mortgage Repurchase Facility was ~~$38.1~~$36.9 million and the maximum amount outstanding was ~~$77.2~~$59.1 million, which occurred during ~~September 2022.~~May 2023.

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. The annual rate of inflation in the United States ~~hit 8.2%~~was approximately 3% in ~~September 2022,~~June 2023, as measured by the Consumer Price Index (CPI), down ~~slightly~~from 6.5% in December 2022 and down from 9.1% in June 2022 ~~which represented~~(which was the highest inflation rate experienced in 40 ~~years.~~years). As a result of the high inflation rates during 2022, we ~~have~~ experienced an increase in the costs of land, materials and labor that we have been able to pass along to the consumer. However, inflation has also reduced the purchasing power of potential homebuyers and ~~may~~has negatively ~~impact~~impacted their ability and desire to buy a home and our ability to pass along our increased costs to our homebuyers. As the rate of inflation declined during 2023, our costs began to stabilize, as evidenced by our sequential increase in gross margin from the first quarter of 2023 to the second quarter of 2023.

Beginning in the ~~latter part of the~~ second ~~quarter~~half of 2022, the pace of sales across the homebuilding industry declined significantly from the unprecedented levels experienced ~~over~~in the ~~previous 18 months~~two years prior as a result of the sharp increase in mortgage interest rates from approximately 4%3% in December 2021 to ~~nearly 7%~~around 6.5% at the end of ~~2022’s third quarter,~~2022, the highest rates in over a decade, as well as significant inflation in the broader economy, ~~(as discussed above),~~and the substantial rise in home ~~prices and stock market volatility.~~prices. Interest rates have appeared to stabilize in 2023 at approximately 7% as rate increases moderated. These macroeconomic trends have pressured housing affordability, negatively impacted homebuyer sentiment and impacted the costs of financing land development activities and housing construction. The higher mortgage interest rates and the high rate of inflation are making it more difficult for homebuyers to qualify for mortgages or to obtain mortgages at interest rates that are acceptable to ~~them.~~them, although we have seen a recovery in demand over the last two quarters as a result of potential homebuyers re-entering the market after becoming more accustomed to the higher interest rate environment, along with the limited supply of new and resale inventory. Rising interest rates, as well as increased materials and labor costs, can also reduce gross margins.

4138

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, the MIF Mortgage Warehousing Agreement, and the MIF Mortgage Repurchase Facility, which permitted borrowings of up to ~~$915~~$940 million as of ~~September~~June 30, ~~2022,~~2023, 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~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


		September 30,		December 31,			June 30,		December 31,
Description of Financial Instrument (in thousands)	Description of Financial Instrument (in thousands)	2022		2021		Description of Financial Instrument (in thousands)	2023		2022
Whole loan contracts and related committed IRLCs	Whole loan contracts and related committed IRLCs	$	4,169	$	782	Whole loan contracts and related committed IRLCs	$	937	$	—
Uncommitted IRLCs	Uncommitted IRLCs	477,065		228,831		Uncommitted IRLCs	222,123		262,529
FMBSs related to uncommitted IRLCs	FMBSs related to uncommitted IRLCs	476,000		223,000		FMBSs related to uncommitted IRLCs	212,000		341,088
Whole loan contracts and related mortgage loans held for sale	Whole loan contracts and related mortgage loans held for sale	18,648		3,785		Whole loan contracts and related mortgage loans held for sale	10,412		16,507
FMBSs related to mortgage loans held for sale	FMBSs related to mortgage loans held for sale	174,000		251,000		FMBSs related to mortgage loans held for sale	175,000		232,518
Mortgage loans held for sale covered by FMBSs	Mortgage loans held for sale covered by FMBSs	172,151		263,088		Mortgage loans held for sale covered by FMBSs	182,057		233,378

The table below shows the measurement of assets and liabilities at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


		September 30,		December 31,			June 30,		December 31,
Description of Financial Instrument (in thousands)	Description of Financial Instrument (in thousands)	2022		2021		Description of Financial Instrument (in thousands)	2023		2022
Mortgage loans held for sale	Mortgage loans held for sale	$	183,327	$	275,655	Mortgage loans held for sale	$	190,845	$	242,539
Forward sales of mortgage-backed securities	Forward sales of mortgage-backed securities	26,676		4,477		Forward sales of mortgage-backed securities	2,862		(3,005)
Interest rate lock commitments	Interest rate lock commitments	(16,173)		(487)		Interest rate lock commitments	1,739		787
Whole loan contracts	Whole loan contracts	(181)		(62)		Whole loan contracts	(274)		(377)
Total	Total	$	193,649	$	279,583	Total	$	195,172	$	239,944

The following table sets forth the amount of (loss) gain ~~(loss)~~ recognized on assets and liabilities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
Description (in thousands)	Description (in thousands)	2022		2021		2022		2021		Description (in thousands)	2023		2022		2023		2022
Mortgage loans held for sale	Mortgage loans held for sale	$	(4,396)	$	(1,704)	$	(7,271)	$	(1,962)	Mortgage loans held for sale	$	(3,139)	$	3,081	$	836	$	(2,875)
Forward sales of mortgage-backed securities	Forward sales of mortgage-backed securities	24,952		3,877		22,199		4,893		Forward sales of mortgage-backed securities	4,632		(16,312)		5,867		(2,753)
Interest rate lock commitments	Interest rate lock commitments	(13,015)		(1,440)		(15,708)		(940)		Interest rate lock commitments	(2,537)		4,536		961		(2,693)
Whole loan contracts	Whole loan contracts	(209)		49		(97)		413		Whole loan contracts	474		(13)		94		112
Total gain (loss) recognized		$	7,332	$	782	$	(877)	$	2,404
Total (loss) gain recognized										Total (loss) gain recognized	$	(570)	$	(8,708)	$	7,758	$	(8,209)

4239

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~~June 30, ~~2022.~~2023. Because the MIF Mortgage Warehousing Agreement and MIF Mortgage Repurchase Facility are 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~~June 30, ~~2022.~~2023. 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			Expected Cash Flows by Period													Fair Value
(Dollars in thousands)	(Dollars in thousands)	2022			2023	2024	2025	2026	Thereafter			Total			9/30/2022		(Dollars in thousands)	2023			2024	2025	2026	2027	Thereafter			Total			6/30/2023
ASSETS:	ASSETS:																ASSETS:
Mortgage loans held for sale:	Mortgage loans held for sale:																Mortgage loans held for sale:
Fixed rate	Fixed rate	$	187,889		—	—	—	—	—			$	187,889		$	183,327	Fixed rate	$	191,440		—	—	—	—	—			$	191,440		$	190,845
Weighted average interest rate	Weighted average interest rate	5.00		%	—	—	—	—	—			5.00		%			Weighted average interest rate	5.89		%	—	—	—	—	—			5.89		%

LIABILITIES:	LIABILITIES:																LIABILITIES:
Long-term debt — fixed rate	Long-term debt — fixed rate	—			—	—	—	—	$	700,000		$	700,000		$	548,375	Long-term debt — fixed rate	—			—	—	—	—	$	700,000		$	700,000		$	630,250
Weighted average interest rate	Weighted average interest rate	—			—	—	—	—	4.52		%	4.52		%			Weighted average interest rate	—			—	—	—	—	4.52		%	4.52		%
Short-term debt — variable rate	Short-term debt — variable rate	$	189,371		—	—	—	—	—			$	189,371		$	189,371	Short-term debt — variable rate	$	186,396		—	—	—	—	—			$	186,396		$	186,396
Weighted average interest rate	Weighted average interest rate	4.99		%	—	—	—	—	—			4.99		%			Weighted average interest rate	6.77		%	—	—	—	—	—			6.77		%

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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~~June 30, ~~2022~~2023 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 6 to the Company’s Consolidated Financial Statements.

Item 1A. Risk Factors

~~Except as set forth below, there~~There have been no material changes to the risk factors appearing in our ~~2021~~2022 Form ~~10-K, other than as follows.~~10-K.

~~A reduction in the availability of mortgage financing or a significant increase in mortgage interest rates or down payment requirements could adversely affect our business.~~

Any reduction in the availability of the financing provided by Fannie Mae and Freddie Mac could adversely affect interest rates, mortgage availability and our sales of new homes and origination of mortgage loans.

FHA and VA mortgage financing support remains an important factor in marketing our homes. Any increases in down payment requirements, lower maximum loan amounts, or limitations or restrictions on the availability of FHA and VA financing support could adversely affect interest rates, mortgage availability and our sales of new homes and origination of mortgage loans.

Even if potential customers do not need financing, changes in the availability of mortgage products may make it harder for them to sell their current homes to potential buyers who need financing, which may lead to lower demand for new homes.

Mortgage interest rates increased significantly during the first nine months of 2022 from historical lows. These increases and the additional increases forecasted by the Federal Reserve could increase the costs of owning a home and could reduce the demand for our homes.

Many of our homebuyers obtain financing for their home purchases from M/I Financial. If, due to the factors discussed above, M/I Financial is limited from making or unable to make loan products available to our homebuyers, our home sales and our homebuilding and financial services results of operations may be adversely affected.

~~We may not be able to offset the impact of inflation through price increases.~~

Inflation can have a long-term adverse impact on us because if our costs of land, materials and labor increase, we would need to increase the sale prices of our homes to maintain satisfactory margins. As a result of the historically high rates of inflation in 2022, we have experienced, and may continue to experience into 2023, increases in the costs of land, materials and labor. In such a highly inflationary environment, we may not be able to raise home prices enough to keep pace with the increased costs of land and house construction, which could reduce our profit margins. In addition, significant inflation is often accompanied by higher interest rates, which could have a negative impact on demand for our homes, and would likely also increase our cost of capital.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Recent Sales of Unregistered Securities - None.

(b) Use of Proceeds - Not Applicable.

Common shares purchased during the three months ended ~~September~~June 30, ~~2022~~2023 were as follows:

Period Total Number of Shares Purchased Average Price Paid per 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, 2022 - July 30, 2022 10,000 $ 46.24 10,000 $ 107,351,523
August 1, 2022 - August 31, 2022 230,000 $ 45.72 230,000 $ 88,273,043
September 1, 2022 - September 30, 2022 100,000 $ 41.20 100,000 $ 83,402,168
Quarter ended September 30, 2022 340,000 $ 44.41 340,000 $ 83,402,168


Period	Total Number of Shares Purchased	Average Price Paid per 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)


April 1, 2023 - April 30, 2023	—	$	—	—	$	93,145,227
May 1, 2023 - May 31, 2023	120,000	$	70.60	120,000	$	84,673,591
June 1, 2023 - June 30, 2023	90,000	$	74.84	90,000	$	77,937,807

Quarter ended June 30, 2023	210,000	$	72.42	210,000	$	77,937,807

(1) On July 28, 2021, the Company announced that its Board of Directors authorized the 2021 Share Repurchase Program. On February 17, 2022, the Company announced that its Board of Directors approved an increase to the 2021 Share Repurchase Program by an additional $100 million. Under the 2021 Share Repurchase Program, the Company may purchase up to $200 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 2021 Share Repurchase Program does not have an expiration date and may be modified, suspended or discontinued at any time. See Note 12 to our Condensed Consolidated Financial Statements for additional information.

See Note 8 to 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 2021 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 12 to the Condensed Consolidated Financial Statements and the “Liquidity and Capital Resources” section above for more information regarding the 2021 Share Repurchase Program.

Item 3. Defaults Upon Senior Securities - None.

Item 4. Mine Safety Disclosures - None.

Item 5. Other Information - ~~None.~~During the three months ended June 30, 2023, 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

10.1						~~Fifth Amendment to Second~~Fourth Amended and Restated ~~Master Repurchase~~Mortgage Warehousing Agreement, ~~as of October~~ dated May 2 ~~24,~~6 ~~2022~~, 20 23 , by and ~~between~~among M/I Financial, LLC, as borrower, the lenders party thereto and Comerica Bank, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2 ~~Webster Bank, N.A.~~6 ~~(Filed herewith)~~, 202 3 ).

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).

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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:

~~October~~July 28, ~~2022~~2023

By:

/s/ Robert H. Schottenstein

Robert H. Schottenstein

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

Date:

~~October~~July 28, ~~2022~~2023

By:

/s/ Ann Marie W. Hunker

Ann Marie W. Hunker

Vice President, Chief Accounting Officer and Controller

(Principal Accounting Officer)

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