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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-19 · 39 added, 47 removed, 219 unchanged (28% of the section changed)

15 unchanged sentences

OTHER INFORMATION

The information set forth below is included herein for the purpose of providing disclosure under “Item 8.01-Other Events” of Form 8-K.

On February 17, 2022, the Company issued a press release announcing that its Board of Directors approved an increase to its 2021 Share Repurchase Program by an additional $ 100 million, leaving up to $ 148.5 million available for repurchase.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 19, 2021, expressed an unqualified opinion on those consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 17, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2020 with respect to the common shares issuable under the Company's equity compensation plans:

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a) Weighted-average exercise price of outstanding options, warrants and rights

(b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by shareholders 1,980,317 (1) $30.21 (2) 1,150,810 (3)

Equity compensation plans not approved by shareholders 50,579 (4) — —

Total 2,030,896 $30.21 1,150,810

(1) Consists of the 2018 Long-Term Incentive Plan (“2018 LTIP”) (803,900 outstanding stock options, 65,500 outstanding director stock units and 149,193 outstanding performance share units (“PSU’s”) (assuming the maximum number of PSU’s will be earned)), the 2009 Long-Term Incentive Plan (“2009 LTIP”) (821,500 outstanding stock options, 62,500 outstanding director stock units and 69,665 outstanding PSU’s (assuming the maximum number of PSU’s will be earned)), which plan was terminated in May 2018, and the 2006 Director Equity Incentive Plan (“2006 Director Plan”) (8,059 outstanding director stock units), which plan was terminated in May 2009.

(2) The weighted average exercise price relates to the stock options granted under the 2018 LTIP and the 2009 LTIP.

The weighted average exercise price does not take into account the director stock units granted under the 2018 LTIP, the 2009 LTIP and the 2006 Director Plan or the PSU’s granted under the 2018 LTIP and the 2009 LTIP because the director stock units and the PSU’s are full value awards and have no exercise price.

The director stock units and the PSU’s (if earned) will be settled at a future date in common shares on a one-for-one basis without the payment of any exercise price.

(3) Represents the aggregate number of common shares remaining available for issuance under the 2018 LTIP.

Pursuant to the terms of the 2018 LTIP, and subject to certain adjustments provided therein, the aggregate number of common shares with respect to which awards may be granted under the 2018 LTIP is 2,250,000 common shares plus any common shares subject to outstanding awards under the 2009 LTIP as of May 8, 2018 that on or after May 8, 2018 cease for any reason to be subject to such awards other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable common shares.

Pursuant to the terms of the 2018 LTIP, upon the grant of a full value award thereunder (including director stock units and PSU’s), we reduce the number of common shares available for issuance under the 2018 LTIP by an amount equal to the number of shares subject to the award multiplied by 1.50.

(4) Consists of the Amended and Restated Director Deferred Compensation Plan and the Amended and Restated Executives' Deferred Compensation Plan.

Pursuant to these plans, our directors and eligible employees may defer the payment of all or a portion of their director fees and annual cash bonuses, respectively, and the deferred amount is converted into that number of whole phantom stock units determined by dividing the deferred amount by the closing price of our common shares on the New York Stock Exchange on the date of such conversion (which is the same date the fees or bonus is paid) without any discount on the common share price or premium applied to the deferred amount.

The phantom stock units are settled at a future date in common shares on a one-for-one basis.

Neither the Director Deferred Compensation Plan nor the Executives' Deferred Compensation Plan provides for a specified limit on the number of common shares which may be attributable to participants' accounts relating to phantom stock units and issued under the terms of these plans.

The remaining information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2021 Annual Meeting of Shareholders.

The information required by this item is incorporated herein by reference to our definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Financial Statements

Report of Independent Registered Public Accounting Firm 49

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Income for the Years Ended December 31, 2021, 2020, and 2019

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4.1 Specimen certificate representing M/I Homes, Inc.’s common shares, par value $.01 per share, incorporated herein by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1 [filed in paper form with the SEC].

4.2 Indenture, dated as of December 1, 2015, by and among M/I Homes, Inc., the guarantors named therein and U.S.

Bank National Association, as trustee of M/I Homes, Inc.’s 6.75% Senior Notes due 2021, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 2, 2015.

4.3 Form of 6.75% Senior Notes due 2021 incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 2, 2015.

4.2 Indenture, dated as of August 3, 2017, by and among M/I Homes, Inc., the guarantors named therein and U.S.

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4.5 Form of 4.95% Senior Notes due 2028 incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 22, 2020.

4.8 Registration Rights Agreement, dated as of January 22, 2020, by and among M/I Homes, Inc., the guarantors named therein and the initial purchasers named therein, incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on January 22, 2020 .

4.9 Description of M/I Homes, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 , incorporated herein by reference to Exhibit 4.6 to the Company ’ s A nnual R eport on Form 10 - K for the year ended December 31, 2019 .

4.6 Description of M/I Homes, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

4.7 Indenture, dated as of August 23, 2021, by and among M/I Homes, Inc., the guarantors named therein and U.S.

Bank National Association, as trustee of M/I Homes, Inc.’s 3.95% Senior Notes due 2030 , incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 23, 2021 .

4.8 Form of 3.95% Senior Notes due 2030 incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 23, 2021 .

4.9 Registration Rights Agreement, dated as of August 23, 2021, by and among M/I Homes, Inc., the guarantors named therein and the initial purchasers named therein , incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 23, 2021 .

10.1* M/I Homes, Inc.

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10.5 Third Amendment to Credit Agreement, dated June 30, 2020, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2020.

10.6 Fou rth Amendment to Credit Agreement, dated June 1 0, 202 1 , by and among M/I Homes, Inc., as borrower, the l e nders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8-K filed on Ju ne 11 , 202 1 .

10.7 F ifth Amendment to Credit Agreement, dated February 16 , 202 2 , by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent .

(Filed herewith .

10.8 Commitment Increase Activation Notice dated August 28, 2015, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2015.

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10.15 Fourth Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated May 29, 2020, by and 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 June 1, 2020.

10.14 Second Amended and Restated Master Repurchase Agreement dated as of October 30, 2017 by and between M/I Financial and Sterling National Bank, incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

10.16 F ifth Amendment to Second Amended and Restated Mortgage Warehousing Agreement, dated May 2 8 , 202 1 , by and 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 June 2 , 202 1 .

10.17 Second Amended and Restated Master Repurchase Agreement dated as of October 30, 2017 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

10.18 First Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 29, 2018 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

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10.20 Third Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 26, 2020 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

10.21 Fourth Amendment to Second Amended and Restated Master Repurchase Agreement effective as of October 25, 2021 by and between M/I Financial and Sterling National Bank, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

10.22* M/I Homes, Inc.

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10.32* Form of Nonqualified Stock Option Award Agreement for Employees under the M/I Homes, Inc.

2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2010 (File No.

2009 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2010 .

10.33* Form of Performance Share Unit Award Agreement under the M/I Homes, Inc.

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10.35* Form of Nonqualified Stock Option Award Agreement for Employees under the M/I Homes, Inc.

2018 Long-Term Incentive Plan.

(Filed herewith.)

2018 Long-Term Incentive Plan , incorporated herein by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 .

10.36* Form of Stock Units Award Agreement for Directors under the M/I Homes, Inc.

2018 Long-Term Incentive Plan.

(Filed herewith.)

2018 Long-Term Incentive Plan , incorporated herein by reference to Exhibit 10.3 2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 .

10.37* Form of Performance Share Unit Award Agreement under the M/I Homes, Inc.

2018 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 8, 2019.

10.38* Form of Restricted Share Unit Award Agreement for Directors under the M/I homes, Inc.

2018 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

21 Subsidiaries of M/I Homes, Inc.

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(Filed herewith.)

99.1 Press Release, dated February 17 , 202 2 .

(Filed herewith.)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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The following is a list of exhibits, included in Item 15(a)(3) above, that are filed concurrently with this report.

10.31 Form of Nonqualified Stock Option Award Agreement for Employees under the M/I Homes, Inc.

2018 Long-Term Incentive Plan.

10.32 Form of Stock Units Award Agreement for Directors under the M/I Homes, Inc.

2018 Long-Term Incentive Plan.

10.7 Fifth Amendment to Credit Agreement, dated February 1 6 , 2022, by and among M/I Homes, Inc., as borrower, the lenders party thereto, and PNC Bank, National Association, as administrative agent .

(Filed herewith .

21 Subsidiaries of M/I Homes, Inc.

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Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1 Press Release, dated February 17 , 202 2 .

(Filed herewith.)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Ingram Ann Marie W.

Director Vice President, Corporate Controller

(Principal Accounting Officer)

J.THOMAS MASON*

Executive Vice President, Chief Legal

Officer, Secretary and Director

Director Vice President, Chief Accounting Officer

and Controller

KRAMER* (Principal Accounting Officer)

*The above-named directors of the registrant execute this report by Phillip G.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures