x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the Quarterly Period Ended March 31, 2009
|
||
or
|
||
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
Commission
File Number 1-12434
|
||
M/I
HOMES, INC.
|
||
(Exact
name of registrant as specified in its
charter)
|
Ohio
|
31-1210837
|
|||
(State
or other jurisdiction
|
(I.R.S.
Employer
|
|||
of
incorporation or organization)
|
Identification No.)
|
3 Easton Oval, Suite 500,
Columbus, Ohio 43219
|
(Address
of principal executive offices) (Zip
Code)
|
(614) 418-8000
|
(Registrant’s telephone number,
including area code)
|
Yes
|
X
|
No
|
Large
accelerated filer
|
Accelerated
filer
|
X
|
||
Non-accelerated
filer
|
Smaller
reporting company
|
|||
(Do
not check if a smaller reporting company)
|
Yes
|
No
|
X
|
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
|
|||
Condensed
Consolidated Balance Sheets March 31, 2009 (Unaudited) and
|
|||
December
31, 2008
|
3
|
||
Unaudited
Condensed Consolidated Statements of Operations for the
|
|||
Three
Months Ended March 31, 2009 and 2008
|
4
|
||
Unaudited
Condensed Consolidated Statement of Shareholders’ Equity
|
|||
for
the Three Months Ended March 31, 2009
|
5
|
||
Unaudited
Condensed Consolidated Statements of Cash Flows for the
|
|||
Three
Months Ended March 31, 2009 and 2008
|
6
|
||
Notes
to Unaudited Condensed Consolidated Financial Statements
|
7
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and
|
||
Results
of Operations
|
21
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
39
|
|
Item
4.
|
Controls
and Procedures
|
41
|
|
PART
II.
|
OTHER
INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
41
|
|
Item
1A.
|
Risk
Factors
|
41
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
42
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
42
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
42
|
|
Item
5.
|
Other
Information
|
42
|
|
Item
6.
|
Exhibits
|
43
|
|
Signatures
|
44
|
||
Exhibit
Index
|
45
|
March
31,
|
December
31,
|
|||||
2009
|
2008
|
|||||
(In
thousands, except par values)
|
(Unaudited)
|
|||||
|
||||||
ASSETS:
|
||||||
Cash
|
$ | 28,627 | $ | 32,518 | ||
Restricted
cash
|
36,722 | 6,658 | ||||
Mortgage
loans held for sale
|
27,472 | 37,772 | ||||
Inventory
|
497,776 | 516,029 | ||||
Property
and equipment - net
|
20,748 | 27,732 | ||||
Investment
in unconsolidated limited liability companies
|
8,338 | 13,130 | ||||
Income
tax receivable
|
3,067 | 39,456 | ||||
Other
assets
|
18,726 | 19,993 | ||||
TOTAL
ASSETS
|
$ | 641,476 | $ | 693,288 | ||
|
||||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||
|
||||||
LIABILITIES:
|
||||||
Accounts
payable
|
$ | 34,898 | $ | 27,542 | ||
Customer
deposits
|
4,157 | 3,506 | ||||
Other
liabilities
|
59,761 | 62,049 | ||||
Community
development district obligations
|
9,975 | 11,035 | ||||
Obligation
for consolidated inventory not owned
|
1,004 | 5,549 | ||||
Note
payable bank - financial services operations
|
20,430 | 35,078 | ||||
Note
payable – other
|
6,374 | 16,300 | ||||
Senior
notes – net of discount of $768 and $832, respectively, at March 31,
2009
|
||||||
and
December 31, 2008
|
199,232 | 199,168 | ||||
TOTAL
LIABILITIES
|
335,831 | 360,227 | ||||
|
||||||
Commitments
and contingencies
|
- | - | ||||
|
||||||
SHAREHOLDERS’
EQUITY:
|
||||||
Preferred
shares - $.01 par value; authorized 2,000,000 shares; issued 4,000
shares
|
96,325 | 96,325 | ||||
Common
shares - $.01 par value; authorized 38,000,000 shares; issued 17,626,123
shares
|
176 | 176 | ||||
Additional
paid-in capital
|
82,652 | 82,146 | ||||
Retained
earnings
|
197,827 | 225,956 | ||||
Treasury
shares – at cost – 3,591,708 and 3,602,141 shares, respectively,
at
|
||||||
March
31, 2009 and December 31, 2008
|
(71,335 | ) | (71,542 | ) | ||
TOTAL
SHAREHOLDERS’ EQUITY
|
305,645 | 333,061 | ||||
|
||||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 641,476 | $ | 693,288 |
Three
Months Ended March 31,
|
||||||
2009
|
2008
|
|||||
(In
thousands, except per share amounts)
|
(Unaudited)
|
(Unaudited)
|
||||
Revenue
|
$ | 96,149 | $ | 156,085 | ||
Costs,
expenses and other income:
|
||||||
Land
and housing
|
87,915 | 131,568 | ||||
Impairment
of inventory and investment in unconsolidated LLCs
|
10,946 | 21,107 | ||||
General
and administrative
|
12,002 | 17,558 | ||||
Selling
|
9,109 | 13,726 | ||||
Interest
|
3,196 | 4,439 | ||||
Other
loss (income)
|
941 | (5,555 | ) | |||
Total
costs, expenses and other loss (income)
|
124,109 | 182,843 | ||||
Loss
before income taxes
|
(27,960 | ) | (26,758 | ) | ||
Provision
(benefit) for income taxes
|
169 | (6,608 | ) | |||
Loss
from continuing operations
|
(28,129 | ) | (20,150 | ) | ||
Discontinued
operation, net of tax
|
- | 380 | ||||
Net
loss
|
(28,129 | ) | (19,770 | ) | ||
Preferred
dividends
|
- | 2,437 | ||||
Net
loss to common shareholders
|
$ | (28,129 | ) | $ | (22,207 | ) |
Earnings
per common share:
|
||||||
Basic:
|
||||||
Loss
from continuing operations
|
$ | (2.01 | ) | $ | (1.61 | ) |
Earnings
from discontinued operation
|
$ | - | $ | 0.03 | ||
Basic
loss
|
$ | (2.01 | ) | $ | (1.58 | ) |
Diluted:
|
||||||
Loss
from continuing operations
|
$ | (2.01 | ) | $ | (1.61 | ) |
Earnings
from discontinued operation
|
$ | - | $ | 0.03 | ||
Diluted
loss
|
$ | (2.01 | ) | $ | (1.58 | ) |
Weighted
average shares outstanding:
|
||||||
Basic
|
14,027 | 14,007 | ||||
Diluted
|
14,027 | 14,007 | ||||
Dividends
per common share
|
$ | - | $ | 0.025 |
Three
Months Ended March 31, 2009
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
Preferred
Shares
|
Common
Shares
|
Additional
|
Total
|
|||||||||||||||||
Shares
|
Shares
|
Paid-in
|
Retained
|
Treasury
|
Shareholders’
|
|||||||||||||||
(In
thousands)
|
Outstanding
|
Amount
|
Outstanding
|
Amount
|
Capital
|
Earnings
|
Shares
|
Equity
|
||||||||||||
Balance
at December 31, 2008
|
4,000
|
$96,325
|
14,023,982
|
$176
|
$
|
82,146 |
$
|
225,956 |
$
|
(71,542 | ) |
$
|
333,061 | |||||||
Net
loss
|
-
|
-
|
-
|
-
|
- | (28,129 | ) | - | (28,129 | ) | ||||||||||
Income
tax benefit from stock options and
|
||||||||||||||||||||
deferred
compensation distributions
|
-
|
-
|
-
|
-
|
(127 | ) | - | - | (127 | ) | ||||||||||
Stock-based
compensation expense
|
-
|
-
|
-
|
-
|
753 | - | - | 753 | ||||||||||||
Deferral
of executive and director
|
||||||||||||||||||||
compensation
|
-
|
-
|
-
|
-
|
87 | - | - | 87 | ||||||||||||
Executive
and director deferred
|
||||||||||||||||||||
compensation
distributions
|
-
|
-
|
10,433
|
-
|
(207 | ) | - | 207 | - | |||||||||||
Balance
at March 31, 2009
|
4,000
|
$96,325
|
14,034,415
|
$176
|
$
|
82,652 |
$
|
197,827 |
$
|
(71,335 | ) |
$
|
305,645 | |||||||
Three
Months Ended March 31,
|
||||||
2009
|
2008
|
|||||
(In
thousands)
|
(Unaudited)
|
(Unaudited)
|
||||
OPERATING
ACTIVITIES:
|
||||||
Net
loss
|
$ | (28,129 | ) | $ | (19,770 | ) |
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
||||||
Inventory
valuation adjustments and abandoned land transaction
write-offs
|
5,724 | 18,563 | ||||
Impairment
of investment in unconsolidated limited liability
companies
|
5,254 | 3,748 | ||||
Mortgage
loan originations
|
(72,962 | ) | (84,122 | ) | ||
Proceeds
from the sale of mortgage loans
|
82,450 | 113,046 | ||||
Fair
value adjustment of mortgage loans held for sale
|
812 | (1,355 | ) | |||
Net
loss (gain) from property disposals
|
941 | (5,532 | ) | |||
Bad
debt expense
|
74 | - | ||||
Depreciation
|
1,320 | 1,323 | ||||
Amortization
of intangibles, debt discount and debt issue costs
|
628 | 398 | ||||
Stock-based
compensation expense
|
753 | 825 | ||||
Deferred
income tax expense
|
- | 10,411 | ||||
Income
tax receivable
|
36,389 | 33,426 | ||||
Excess
tax benefits from stock-based payment arrangements
|
127 | 92 | ||||
Equity
in undistributed loss of limited liability companies
|
(13 | ) | 13 | |||
Write-off
of unamortized debt discount and financing costs
|
554 | 1,059 | ||||
Change
in assets and liabilities:
|
||||||
Cash
held in escrow
|
4,517 | 9,637 | ||||
Inventory
|
7,259 | 42,840 | ||||
Other
assets
|
2,197 | 5,798 | ||||
Accounts
payable
|
7,356 | (14,280 | ) | |||
Customer
deposits
|
651 | (1,455 | ) | |||
Accrued
compensation
|
(5,297 | ) | (6,751 | ) | ||
Other
liabilities
|
3,034 | (9,162 | ) | |||
Net
cash provided by operating activities
|
53,639 | 98,752 | ||||
|
||||||
INVESTING
ACTIVITIES:
|
||||||
Restricted cash | (34,581 | ) | - | |||
Purchase
of property and equipment
|
(2,829 | ) | (3 | ) | ||
Proceeds
from the sale of property
|
7,878 | 9,454 | ||||
Investment
in unconsolidated limited liability companies
|
(450 | ) | (2,074 | ) | ||
Return
of investment from unconsolidated limited liability
companies
|
- | 357 | ||||
Net cash (used in) provided by investing activities | (29,982 | ) | 7,734 | |||
|
||||||
FINANCING
ACTIVITIES:
|
||||||
Repayments
of bank borrowings - net
|
(14,648 | ) | (102,200 | ) | ||
Principal
repayments of notes payable other and community
|
||||||
development
district bond obligations
|
(10,586 | ) | (134 | ) | ||
Debt
issue costs
|
(2,122 | ) | (922 | ) | ||
Payments
on capital lease obligations
|
(65 | ) | (246 | ) | ||
Dividends
paid
|
- | (2,791 | ) | |||
Proceeds
from exercise of stock options
|
- | 8 | ||||
Excess
tax benefits from stock-based payment arrangements
|
(127 | ) | (92 | ) | ||
Net
cash used in financing activities
|
(27,548 | ) | (106,377 | ) | ||
Net
(decrease) increase in cash
|
(3,891 | ) | 109 | |||
Cash
balance at beginning of period
|
32,518 | 1,506 | ||||
Cash
balance at end of period
|
28,627 | 1,615 | ||||
|
||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||
Cash
paid during the year for:
|
||||||
Interest
– net of amount capitalized
|
$ | 608 | $ | (573 | ) | |
Income taxes | $ | 32 | S | 304 | ||
|
||||||
NON-CASH
TRANSACTIONS DURING THE YEAR:
|
||||||
Community
development district infrastructure
|
$ | (400 | ) | $ | (63 | ) |
Consolidated
inventory not owned
|
$ | (4,545 | ) | $ | (20 | ) |
Distribution
of single-family lots from unconsolidated limited liability
companies
|
$ | 1 | $ | 4,609 | ||
Non-monetary
exchange of fixed assets
|
$ | - | $ | 13,000 | ||
Deferral
of executive and director compensation
|
$ | 87 | $ | 57 | ||
Executive
and director deferred compensation distributions
|
$ | 207 | $ | 241 | ||
March
31,
2009
|
December
31,
2008
|
|||||
(in
thousands)
|
(Unaudited)
|
|||||
Homebuilding
|
$
|
14,796 |
$
|
13,905 | ||
Financial
services
|
13,831 | 18,613 | ||||
Unrestricted
cash
|
28,627 | 32,518 | ||||
Restricted
cash
|
36,722 | - | ||||
Total
cash
|
$
|
65,349 |
$
|
32,518 |
Description
of asset or liability
(In
thousands)
|
Fair
Value Measurements
March
31, 2009
|
Quoted
Prices in Active Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
|||||||
|
|||||||||||
Mortgage
loans held for sale
|
$ | 652 | $ |
-
|
$ | 652 | $ |
-
|
|||
Forward
sales of mortgage-backed securities
|
(494 | ) |
-
|
(494 | ) |
-
|
|||||
Interest
rate lock commitments
|
650 |
-
|
650 |
-
|
|||||||
Best-efforts
contracts
|
(332 | ) |
-
|
(332 | ) |
-
|
|||||
|
|||||||||||
Total
|
$ | 476 | $ |
-
|
$ | 476 | $ |
-
|
●
|
historical
project results such as average sales price and sales pace, if closings
have occurred in the project;
|
●
|
competitors’
local market and/or community presence and their competitive
actions;
|
●
|
project
specific attributes such as location desirability and uniqueness of
product offering;
|
●
|
potential
for alternative product offerings to respond to local market
conditions;
|
●
|
current
local market economic and demographic conditions and related trends and
forecasts; and
|
●
|
community-specific
strategies regarding speculative
homes.
|
Description
of asset or liability
(In
Thousands)
|
Fair
Value Measurements
March
31, 2009
|
Quoted
Prices in Active Markets for Identical Assets
(Level
1)
|
Significant
Other Observable Inputs
(Level
2)
|
Significant
Unobservable Inputs
(Level
3)
|
Total
Losses (a)
|
|||||
|
||||||||||
Inventory
(b)
|
$31,051
|
$ -
|
$ -
|
$31,051
|
$ 5,692
|
|||||
Investment
in LLCs (c)
|
2,795
|
-
|
-
|
2,795
|
5,254
|
|||||
|
||||||||||
Total
fair value measurements
|
$33,846
|
$ -
|
$ -
|
$33,846
|
$10,946
|
(a)
|
Represents
total losses recorded during the three months ended March 31,
2009.
|
(b)
|
In
accordance with SFAS 144, inventory, with a carrying value of $36.8
million was written down to fair value of $31.1 million, resulting in an
impairment charge of $5.7 million, which was included in land and housing
costs in the Company’s Unaudited Condensed Consolidated Statement of
Operations for three months ended March 31,
2009.
|
(c)
|
In
accordance with Accounting Principles Board (“APB”) 18, investment in LLCs
with an aggregate carrying value of $8.1 million was written down to their
fair value of $2.8 million, resulting in an impairment charge of $5.3
million, which is included in land and housing costs on the Company’s
Unaudited Condensed Consolidated Statement of Operations for the three
months ended March 31, 2009.
|
Asset
Derivatives
|
Liability
Derivatives
|
|||||||
Description
of Derivatives
|
Balance
Sheet Location
|
Fair
Value
(in
thousands)
|
Balance
Sheet Location
|
Fair
Value
(in
thousands)
|
||||
|
||||||||
Forward
sales of mortgage-backed securities
|
Other
assets
|
$ -
|
Other
liabilities
|
$494
|
||||
Interest
rate lock commitments
|
Other
assets
|
650
|
Other
liabilities
|
-
|
||||
Best-efforts
contracts
|
Other
assets
|
-
|
Other
liabilities
|
332
|
||||
|
||||||||
Total
fair value measurements
|
$650
|
$826
|
Amount
of Gain (Loss) Recognized on Derivatives
|
|||
Description
of Derivatives
|
Three
Months Ended March 31, 2009
(in
thousands)
|
Location
of Gain (Loss) Recognized on Derivatives
|
|
Forward
sales of mortgage-backed securities
|
$610
|
Financial
Services Revenue
|
|
Interest
rate lock commitments
|
12
|
Financial
Services Revenue
|
|
Best-efforts
contracts
|
(405)
|
Financial
Services Revenue
|
|
Total
gain recognized on derivatives
|
$217
|
March 31,
|
December
31,
|
||||
(In
thousands)
|
2009
|
2008
|
|||
Single-family
lots, land and land development costs
|
$
|
322,146 |
$
|
333,651 | |
Land
held for sale
|
2,804 | 2,804 | |||
Homes
under construction
|
145,651 | 150,949 | |||
Model
homes and furnishings - at cost (less accumulated
depreciation: March 31, 2009 - $2,384;
|
|||||
December
31, 2008 - $2,130)
|
15,106 | 12,928 | |||
Community
development district infrastructure
|
9,957 | 10,376 | |||
Land
purchase deposits
|
1,108 | 1,070 | |||
Consolidated
inventory not owned
|
1,004 | 4,251 | |||
Total
inventory
|
$
|
497,776 |
$
|
516,029 |
Three
Months Ended March 31,
|
|||||
(In
thousands)
|
2009
|
2008
|
|||
Impairment
of operating communities:
|
|||||
Midwest
|
$ | 1,339 | $ | 2,519 | |
Florida
|
1,484 | 3,130 | |||
Mid-Atlantic
|
2,869 | 94 | |||
Total
impairment of operating communities (a)
|
$ | 5,692 | $ | 5,743 | |
Impairment
of future communities:
|
|||||
Midwest
|
$ | - | $ | - | |
Florida
|
- | 4,380 | |||
Mid-Atlantic
|
- | - | |||
Total
impairment of future communities (a)
|
$ | - | $ | 4,380 | |
Impairment
of land held for sale:
|
|||||
Midwest
|
$ | - | $ | - | |
Florida
|
- | 7,235 | |||
Mid-Atlantic
|
- | - | |||
Total
impairment of land held for sale (a)
|
$ | - | $ | 7,235 | |
Option
deposits and pre-acquisition costs write-offs:
|
|||||
Midwest
|
$ | 3 | $ | 24 | |
Florida
|
14 | 131 | |||
Mid-Atlantic
|
15 | 1,049 | |||
Total
option deposits and pre-acquisition costs write-offs (b)
|
$ | 32 | $ | 1,204 | |
Impairment
of investments in unconsolidated LLCs:
|
|||||
Midwest
|
$ | 72 | $ | - | |
Florida
|
5,182 | 3,749 | |||
Mid-Atlantic
|
- | - | |||
Total
impairment of investments in unconsolidated LLCs (a)
|
$ | 5,254 | $ | 3,749 | |
Total
impairments and write-offs of option deposits and
|
|||||
pre-acquisition
costs
|
$ | 10,978 | $ | 22,311 |
Three
Months Ended March 31,
|
||||||
(In
thousands)
|
2009
|
2008
|
||||
Capitalized
interest, beginning of period
|
$
|
25,836 |
$
|
29,212 | ||
Interest
capitalized to inventory
|
1,759 | 2,529 | ||||
Capitalized
interest charged to cost of sales
|
(1,672 | ) | (3,219 | ) | ||
Capitalized
interest, end of period
|
$
|
25,923 |
$
|
28,522 | ||
|
||||||
Interest
incurred – net
|
$
|
4,955 |
$
|
6,968 |
March
31,
|
December
31,
|
|||||
(In
thousands)
|
2009
|
2008
|
||||
Land,
building and improvements
|
$
|
11,823 |
$
|
11,823 | ||
Office
furnishings, leasehold improvements, computer equipment and computer
software
|
24,372 | 21,542 | ||||
Transportation
and construction equipment
|
289 | 10,015 | ||||
Property
and equipment
|
36,484 | 43,380 | ||||
Accumulated
depreciation
|
(15,736 | ) | (15,648 | ) | ||
Property
and equipment, net
|
$ | 20,748 |
$
|
27,732 |
Estimated
Useful
Lives
|
||
Building
and improvements
|
35
years
|
|
Office
furnishings, leasehold improvements, computer equipment and computer
software
|
3-7
years
|
|
Transportation
and construction equipment
|
5-7
years
|
Three
Months Ended March 31,
|
||||||
(In
thousands)
|
2009
|
2008
|
||||
Warranty
accrual, beginning of period
|
$ | 9,518 | $ | 12,006 | ||
Warranty
expense on homes delivered during the period
|
819 | 1,118 | ||||
Changes
in estimates for pre-existing warranties
|
(249 | ) | (389 | ) | ||
Settlements
made during the period
|
(1,006 | ) | (1,756 | ) | ||
Warranty
accrual, end of period
|
$ | 9,082 | $ | 10,979 |
Three
Months Ended March 31,
|
||||||||||||||||
(In
thousands, except per share amounts)
|
2009
|
2008
|
||||||||||||||
Loss
|
Shares
|
EPS
|
Loss
|
Shares
|
EPS
|
|||||||||||
Basic
loss from continuing operations
|
$ | (28,129 | ) | $ | (20,150 | ) | ||||||||||
Less:
preferred stock dividends
|
- | 2,437 | ||||||||||||||
Loss
to common
|
||||||||||||||||
shareholders
from continuing operations
|
$ | (28,129 | ) | 14,027 | $ | (2.01 | ) | $ | (22,587 | ) | 14,007 | $ | (1.61 | ) | ||
Effect
of dilutive securities:
|
||||||||||||||||
Stock
option awards
|
- | - | ||||||||||||||
Deferred
compensation awards
|
- | - | ||||||||||||||
Diluted
loss to common shareholders from
|
||||||||||||||||
continuing
operations
|
$ | (28,129 | ) | 14,027 | $ | (2.01 | ) | $ | (22,587 | ) | 14,007 | $ | (1.61 | ) | ||
Anti-dilutive
stock equivalent awards not included in the
|
||||||||||||||||
calculation
of diluted loss per share
|
1,576 | 1,326 |
Midwest
|
Florida
|
Mid-Atlantic
|
Columbus,
Ohio
|
Tampa,
Florida
|
Washington,
D.C.
|
Cincinnati,
Ohio
|
Orlando,
Florida
|
Charlotte,
North Carolina
|
Indianapolis,
Indiana
|
Raleigh,
North Carolina
|
|
Chicago,
Illinois
|
Three
Months Ended March 31,
|
||||||
(In
thousands)
|
2009
|
2008
|
||||
Revenue:
|
||||||
Midwest
homebuilding
|
$ | 38,014 | $ | 49,307 | ||
Florida
homebuilding
|
23,646 | 50,532 | ||||
Mid-Atlantic
homebuilding
|
31,500 | 43,871 | ||||
Other
homebuilding - unallocated (a)
|
- | 6,965 | ||||
Financial
services
|
2,989 | 5,410 | ||||
Total
revenue
|
$ | 96,149 | $ | 156,085 | ||
|
||||||
Operating
(loss) income:
|
||||||
Midwest
homebuilding (b)
|
$ | (5,118 | ) | $ | (5,342 | ) |
Florida
homebuilding (b)
|
(11,334 | ) | (18,162 | ) | ||
Mid-Atlantic
homebuilding (b)
|
(3,860 | ) | (2,206 | ) | ||
Other
homebuilding - unallocated (a)
|
- | 501 | ||||
Financial
services
|
1,351 | 3,479 | ||||
Less:
Corporate selling, general and administrative expense (c)
|
(4,862 | ) | (6,144 | ) | ||
Total
operating loss
|
$ | (23,823 | ) | $ | (27,874 | ) |
|
||||||
Interest
expense:
|
||||||
Midwest
homebuilding
|
$ | 1,524 | $ | 1,782 | ||
Florida
homebuilding
|
696 | 1,222 | ||||
Mid-Atlantic
homebuilding
|
926 | 1,293 | ||||
Financial
services
|
50 | 142 | ||||
Total
interest expense
|
$ | 3,196 | $ | 4,439 |
|
|
|
||||||
Other
(loss) income (d)
|
(941 | ) | 5,555 | |||
|
||||||
Loss
from continuing operations before income taxes
|
$ | (27,960 | ) | $ | (26,758 | ) |
OVERVIEW
|
●
|
Information
Relating to Forward-Looking Statements
|
●
|
Our
Application of Critical Accounting Estimates and
Policies
|
●
|
Our
Results of Operations
|
●
|
Discussion
of Our Liquidity and Capital Resources
|
●
|
Update
of Our Contractual Obligations
|
●
|
Discussion
of Our Utilization of Off-Balance Sheet Arrangements
|
●
|
Impact
of Interest Rates and Inflation
|
FORWARD-LOOKING
STATEMENTS
|
●
|
historical
project results such as average sales price and sales pace, if closings
have occurred in the project;
|
●
|
competitors’
local market and/or community presence and their competitive
actions;
|
●
|
project
specific attributes, such as location desirability and uniqueness of
product offering;
|
●
|
potential
for alternative product offerings to respond to local market
conditions;
|
●
|
current
local market economic and demographic conditions and related trends and
forecasts; and
|
●
|
community-specific
strategies regarding speculative
homes.
|
●
|
Home
Builder’s Limited Warranty – warranty program which became effective for
homes closed starting with the third quarter of 2007;
|
●
|
30-year
transferable structural warranty – effective for homes closed after April
25, 1998;
|
●
|
two-year
limited warranty program – effective prior to the implementation of the
Home Builder’s Limited Warranty; and
|
●
|
20-year
transferable structural warranty – effective for homes closed between
September 1, 1989 and April 24,
1998.
|
●
|
future
reversals of existing taxable temporary differences (i.e., offset gross
deferred tax assets against gross deferred tax
liabilities);
|
●
|
taxable
income in prior carryback years;
|
●
|
tax
planning strategies; and
|
●
|
future
taxable income, exclusive of reversing temporary differences and
carryforwards.
|
●
|
a
strong earnings history exclusive of the loss that created the deductible
temporary differences, coupled with evidence indicating that the loss is
the result of an aberration rather than a continuing
condition;
|
●
|
an
excess of appreciated asset value over the tax basis of a company’s net
assets in an amount sufficient to realize the deferred tax asset;
and
|
●
|
existing
backlog that will produce more than enough taxable income to realize the
deferred tax asset based on existing sales prices and cost
structures.
|
●
|
the
existence of “cumulative losses” (defined as a pre-tax cumulative loss for
the business cycle – in our case five years);
|
●
|
a
carryback or carryforward period that is so brief that it would limit the
realization of tax benefits;
|
●
|
a
history of operating loss or tax credit carryforwards expiring unused;
and
|
●
|
unsettled
circumstances that, if unfavorably resolved, would adversely affect future
operations and profit levels on a continuing
basis.
|
●
|
additional
inventory impairments;
|
●
|
additional
pre-tax operating losses;
|
●
|
the
utilization of tax planning strategies that could accelerate the
realization of certain deferred tax assets; or
|
●
|
changes
in relevant tax law.
|
RESULTS OF
OPERATIONS
|
Midwest
|
Florida
|
Mid-Atlantic
|
Columbus,
Ohio
|
Tampa,
Florida
|
Washington,
D.C.
|
Cincinnati,
Ohio
|
Orlando,
Florida
|
Charlotte,
North Carolina
|
Indianapolis,
Indiana
|
Raleigh,
North Carolina
|
|
Chicago,
Illinois
|
●
|
For
the quarter ended March 31, 2009, total revenue decreased $59.9 million
(38%) to approximately $96.1 million when compared to the quarter ended
March 31, 2008. This decrease is largely attributable to a
decrease of $38.4 million in housing revenue, from $130.9 million in 2008
to $92.5 million in 2009 due to both a decline in homes delivered and the
average sales price of homes delivered. Homes delivered
decreased 12%, from 450 in the first quarter of 2008 to 394 in the first
quarter of 2009, and the average sales price of homes delivered decreased
from $291,000 to $235,000. Our financial services revenue also
decreased $2.4 million (45%) in the first quarter of 2009 compared to that
same period in 2008 due primarily to a 13% decrease in the value of
mortgage loans originated.
|
●
|
Loss
from continuing operations before income taxes for the three months ended
March 31, 2009 increased by $1.2 million, from $26.8 million in the first
quarter of 2008 to $28.0 million in the first quarter of
2009. During the first quarter of 2009, the Company incurred
charges totaling $11.0 million, compared to $22.3 million in 2008, related
to the impairment of inventory, investment in unconsolidated LLCs, and
abandoned land transaction costs. Excluding the impact of the
above-mentioned charges, the Company had a pre-tax loss of $17.0 million
in the first quarter of 2009 compared to $4.4 million in the first quarter
of 2008. The $12.6 million increase in pre-tax loss from 2008
was driven by the decrease in housing revenue discussed above, along with
lower pre-impairment gross margins, which declined from 15.7% during the
three months ended March 31, 2008 to 8.6% during the three months ended
March 31, 2009. General and administrative expenses decreased
$5.6 million (32%) from the first quarter of 2008, from $17.6 million to
$12.0 million primarily due to: (1) a decrease of $2.5 million in payroll
and incentive expenses; (2) a decrease of $2.1 million in land related
expenses, including abandoned projects and deposit write-offs; (3) a
decrease of $0.4 million in miscellaneous expenses; (4) a decrease of $0.3
million in professional fees; (5) a decrease of $0.2 million in equity
compensation expenses; and (6) a decrease of $0.1 million in computer
related expenses. Selling expenses decreased by $4.6 million
(34%) for the quarter ended March 31, 2009 when compared to the quarter
ended March 31, 2008 primarily due to: (1) a $2.3 million decrease in
variable selling expenses; (2) a $1.0 million decrease in advertising; (3)
a $0.8 million decrease in model home expenses; (4) a $0.3 million
decrease in expenses related to our sales offices; and (5) a $0.2 million
decrease in payroll-related expenses.
|
●
|
New
contracts for the quarter ended March 31, 2009 were 667, an increase of
20% compared to 554 for the quarter ended March 31, 2008. We
had an increase in new contracts in both our Midwest and our Mid-Atlantic
regions. We have experienced an overall reduction in our
cancellation rate compared to 2008. For the first quarter of
2009, our cancellation rate was 20% compared to 23% during the first
quarter of 2008. By region, our cancellation rates for the
first quarter of 2009 versus the first quarter of 2008 were as follows:
Midwest – 23% in 2009 and 28% in 2008; Florida – 10% in 2009 and 18% in
2008; and Mid-Atlantic – 18% in both 2009 and 2008.
|
●
|
Our
mortgage company’s capture rate increased from 81% for the quarter ended
March 31, 2008 to approximately 90% for the quarter ended March 31,
2009. Capture rate is influenced by financing availability and
can fluctuate up or down from period to period.
|
●
|
We
continue to deal with very weak and ever-changing market conditions that
require us to constantly monitor the value of our inventory and
investments in unconsolidated LLCs in those markets in which we operate,
in accordance with generally accepted accounting
principles. During the quarter ended March 31, 2009, we
recorded $11.0 million of charges relating to the impairment of inventory
and investment in unconsolidated LLCs and write-off of abandoned land
transaction costs, compared to $22.3 million of charges during the quarter
ended March 31, 2008. We generally believe that we will see a
gradual improvement in market conditions over the long term. In
2009, we will continue to update our evaluation of the value of our
inventory and investments in unconsolidated LLCs for impairment, and could
be required to record additional impairment charges, which would
negatively impact earnings should market conditions deteriorate further or
results differ from management’s original assumptions.
|
●
|
During
the first quarter of 2009, we accrued $4.0 million for the repair of
certain homes in Florida where certain of our subcontractors had purchased
imported drywall that may be responsible for accelerated corrosion of
certain metals in the
home.
|
Three
Months Ended March 31,
|
||||||
(In thousands) |
2009
|
2008
|
||||
Revenue:
|
||||||
Midwest
homebuilding
|
$ | 38,014 | $ | 49,307 | ||
Florida
homebuilding
|
23,646 | 50,532 | ||||
Mid-Atlantic
homebuilding
|
31,500 | 43,871 | ||||
Other
homebuilding - unallocated (a)
|
- | 6,965 | ||||
Financial
services
|
2,989 | 5,410 | ||||
Total
revenue
|
$ | 96,149 | $ | 156,085 | ||
|
||||||
Operating
(loss) income:
|
||||||
Midwest
homebuilding (b)
|
$ | (5,118 | ) | $ | (5,342 | ) |
Florida
homebuilding (b)
|
(11,334 | ) | (18,162 | ) | ||
Mid-Atlantic
homebuilding (b)
|
(3,860 | ) | (2,206 | ) | ||
Other
homebuilding - unallocated (a)
|
- | 501 | ||||
Financial
services
|
1,351 | 3,479 | ||||
Less:
Corporate selling, general and administrative expense (c)
|
(4,862 | ) | (6,144 | ) | ||
Total
operating loss
|
$ | (23,823 | ) | $ | (27,874 | ) |
|
||||||
Interest
expense:
|
||||||
Midwest
homebuilding
|
$ | 1,524 | $ | 1,782 | ||
Florida
homebuilding
|
696 | 1,222 | ||||
Mid-Atlantic
homebuilding
|
926 | 1,293 | ||||
Financial
services
|
50 | 142 | ||||
Total
interest expense
|
$ | 3,196 | $ | 4,439 | ||
|
||||||
Other
(loss) income (d)
|
(941 | ) | 5,555 |
|
||
|
||||||
Loss
from continuing operations before income taxes
|
$ | (27,960 | ) | $ | (26,758 | ) |
At
March 31, 2009
|
||||||||||||||
Corporate,
|
||||||||||||||
Financial
Services
|
||||||||||||||
(In
thousands)
|
Midwest
|
Florida
|
Mid-Atlantic
|
and
Unallocated
|
Total
|
|||||||||
Deposits
on real estate under option or contract
|
$ | 165 | $ | - | $ | 943 | $ | - | $ | 1,108 | ||||
Inventory
(a)
|
232,949 | 93,911 | 169,808 | - | 496,668 | |||||||||
Investments
in unconsolidated entities
|
6,451 | 1,887 | - | - | 8,338 | |||||||||
Other
assets
|
3,375 | 9,959 | 3,434 | 118,594 | 135,362 | |||||||||
Total
assets
|
$ | 242,940 | $ | 105,757 | $ | 174,185 | $ | 118,594 | $ | 641,476 |
At
December 31, 2008
|
||||||||||||||
Corporate,
|
||||||||||||||
Financial
Services
|
||||||||||||||
(In
thousands)
|
Midwest
|
Florida
|
Mid-Atlantic
|
and
Unallocated
|
Total
|
|||||||||
Deposits
on real estate under option or contract
|
$ | 96 | $ | 32 | $ | 942 | $ | - | $ | 1,070 | ||||
Inventory
(a)
|
232,853 | 102,500 | 179,606 | - | 514,959 | |||||||||
Investments
in unconsolidated entities
|
6,359 | 6,771 | - | - | 13,130 | |||||||||
Other
assets
|
2,758 | 12,284 | 4,720 | 144,367 | 164,129 | |||||||||
Total
assets
|
$ | 242,066 | $ | 121,587 | $ | 185,268 | $ | 144,367 | $ | 693,288 |
(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.
|
Three
Months Ended March 31,
|
||||||
(In
thousands, except as otherwise noted)
|
2009
|
2008
|
||||
Midwest
Region
|
||||||
Homes
delivered
|
176 | 189 | ||||
Average
sales price per home delivered
|
$ | 216 | $ | 261 | ||
Revenue
homes
|
$ | 38,014 | $ | 49,307 | ||
Revenue
third party land sales
|
$ | - | $ | - | ||
Operating
loss homes (a)
|
$ | (5,118 | ) | $ | (5,319 | ) |
Operating
loss land (a)
|
$ | - | $ | (23 | ) | |
New
contracts, net
|
347 | 240 | ||||
Backlog
at end of period
|
536 | 442 | ||||
Average
sales price of homes in backlog
|
$ | 206 | $ | 267 | ||
Aggregate
sales value of homes in backlog (in millions)
|
$ | 110 | $ | 118 | ||
Number
of active communities
|
68 | 78 | ||||
|
||||||
Florida
Region
|
||||||
Homes
delivered
|
102 | 140 | ||||
Average
sales price per home delivered
|
$ | 225 | $ | 270 | ||
Revenue
homes
|
$ | 22,989 | $ | 37,758 | ||
Revenue
third party land sales
|
$ | 657 | $ | 12,774 | ||
Operating
loss homes (a)
|
$ | (11,525 | ) | $ | (11,275 | ) |
Operating
income (loss) land (a)
|
$ | 191 | $ | (6,887 | ) | |
New
contracts, net
|
111 | 149 | ||||
Backlog
at end of period
|
86 | 130 | ||||
Average
sales price of homes in backlog
|
$ | 240 | $ | 294 | ||
Aggregate
sales value of homes in backlog (in millions)
|
$ | 21 | $ | 38 | ||
Number
of active communities
|
21 | 32 |
|
|||
|
||||||
Mid-Atlantic
Region
|
||||||
Homes
delivered
|
116 | 121 | ||||
Average
sales price per home delivered
|
$ | 272 | $ | 363 | ||
Revenue
homes
|
$ | 31,500 | $ | 43,871 | ||
Revenue
third party land sales
|
$ | - | $ | - | ||
Operating
loss homes (a)
|
$ | (3,860 | ) | $ | (2,206 | ) |
Operating
loss land (a)
|
$ | - | $ | - | ||
New
contracts, net
|
209 | 165 | ||||
Backlog
at end of period
|
217 | 244 | ||||
Average
sales price of homes in backlog
|
$ | 285 | $ | 355 | ||
Aggregate
sales value of homes in backlog (in millions)
|
$ | 62 | $ | 87 | ||
Number
of active communities
|
30 | 38 | ||||
|
||||||
Total
Homebuilding Regions
|
||||||
Homes
delivered
|
394 | 450 | ||||
Average
sales price per home delivered
|
$ | 235 | $ | 291 | ||
Revenue
homes
|
$ | 92,503 | $ | 130,936 | ||
Revenue
third party land sales
|
$ | 657 | $ | 12,774 | ||
Operating
loss homes (a)
|
$ | (20,503 | ) | $ | (18,800 | ) |
Operating
income (loss) land (a)
|
$ | 191 | $ | (6,910 | ) | |
New
contracts, net
|
667 | 554 | ||||
Backlog
at end of period
|
839 | 816 | ||||
Average
sales price of homes in backlog
|
$ | 230 | $ | 297 | ||
Aggregate
sales value of homes in backlog (in millions)
|
$ | 193 | $ | 243 | ||
Number
of active communities
|
119 | 148 | ||||
Three
Months Ended March 31,
|
||||||
(Dollars
in thousands)
|
2009
|
2008
|
||||
Financial
Services
|
||||||
Number
of loans originated
|
346 | 347 | ||||
Value
of loans originated
|
$ | 72,962 | $ | 84,122 | ||
Revenue
|
$ | 2,989 | $ | 5,410 | ||
Selling,
general and administrative expenses
|
$ | 1,638 | $ | 1,931 | ||
Interest
expense
|
$ | 50 | $ | 142 | ||
Income
before income taxes
|
$ | 1,301 | $ | 3,337 |
Three
Months Ended March 31,
|
|||||
(In
thousands)
|
2009
|
2008
|
|||
Midwest:
|
|||||
Homes
|
$ | 1,414 | $ | 2,543 | |
Land
|
- | - | |||
1,414 | 2,543 | ||||
|
|||||
Florida:
|
|||||
Homes
|
6,680 | 11,520 | |||
Land
|
- | 7,105 | |||
6,680 | 18,625 | ||||
|
|||||
Mid-Atlantic:
|
|||||
Homes
|
2,884 | 1,143 | |||
Land
|
- | - | |||
2,884 |
1,143
|
||||
|
|||||
Total
|
|||||
Homes
|
$ | 10,978 | $ | 15,206 | |
Land
|
$ | - | $ | 7,105 | |
$ | 10,978 | $ | 22,311 |
Three
Months Ended March 31,
|
|||
2009
|
2008
|
||
Midwest
|
23.2%
|
28.4%
|
|
Florida
|
10.5%
|
17.7%
|
|
Mid-Atlantic
|
17.7%
|
18.3%
|
|
|
|||
Total
cancellation rate
|
19.6%
|
22.8%
|
(In
thousands)
|
Expiration
Date
|
Outstanding
Balance
|
Available
Amount
|
|||||
Notes
payable banks – homebuilding
|
10/6/2010
|
$
|
-
|
$ |
35,505
|
|||
Note
payable bank – financial services
|
5/21/2009
|
$ | 20,400 | $ |
275
|
|||
Senior
notes
|
4/1/2012
|
$ | 200,000 | $ |
-
|
|||
Universal
shelf registration (a)
|
- | $ | - | $ |
250,000
|
●
|
requiring
us to maintain tangible net worth (“Minimum Net Worth”) of at least (1)
$100 million plus (2) 50% of consolidated earnings (without deduction for
losses and excluding the effect of any decreases in any deferred tax
valuation allowance) earned for each completed fiscal quarter ending after
December 31, 2008 to the date of determination, excluding any quarter in
which the consolidated earnings are less than zero plus (3) the amount of
any reduction or reversal in deferred tax valuation allowance for each
completed fiscal quarter ending after December 31,
2008;
|
●
|
Maintaining
a leverage ratio not in excess of 2.00 to 1.00;
|
●
|
requiring
adjusted cash flow from operations to be greater than 1.50x, or requiring
us to maintain unrestricted cash of more than $25
million;
|
●
|
prohibiting
secured indebtedness from exceeding $25 million;
|
●
|
prohibiting
the net book value of our land and lots where construction of a home has
not commenced, less the lesser of 25% of tangible net worth or prior six
month sales times average book value of a finished lot, from exceeding
125% of tangible net worth plus 50% of the aggregate outstanding
subordinated debt (the “Total Land Restriction”);
|
●
|
limiting
the number of unsold housing units and model units that we may have in our
inventory at the end of any fiscal quarter from exceeding the greater of
40% of the number of home closings within the twelve months ending on such
date or 80% of the number of unit closings within the six months ending on
such date (the “Spec and Model Home Restriction”);
|
●
|
limiting
extension of credit on the sale of land to 10% of tangible net worth;
and
|
●
|
limiting
investment in joint ventures to 25% of tangible net
worth.
|
Financial
Covenant
|
Covenant
Requirement
|
Actual
|
||
(dollars
in millions)
|
||||
Minimum
Net Worth (a)
|
=
|
$ 100.0
|
$ 301.5
|
|
Leverage
Ratio (b)
|
≤
|
2.00
to 1.00
|
0.80
to 1.00
|
|
Adjusted
Cash Flow Ratio (c)
|
≥
|
1.50
to 1.00
|
7.32
to 1.00
|
|
Secured
Indebtedness
|
<
|
25.0
|
6.4
|
|
Permitted
Debt Based on Borrowing Base
|
≤
|
$ 35.5
|
$ -
|
|
Total
Land Restriction
|
≤
|
$ 376.9
|
$ 264.0
|
|
Spec
and Model Homes Restriction
|
≤
|
792
|
404
|
|
Extension
of Credit on the Sale of Land
|
<
|
30.2
|
6.1
|
|
Investment
in Unconsolidated Limited Liability Companies
|
<
|
75.4
|
8.5
|
(a) Minimun Net Worth (called "Actual Consolidated Tangible Net Worth" in the Credit Agreement) was calculated based on the stated amount |
of our consolidated equity less intangible assets of $4.1 million as of March 31, 2009. |
(b) Repayment
guarantees are included in the definition of Indebtedness for purposes of
calculating the Leverage
Ratio.
|
(c) If
the adjusted cash flow ratio is below 1.50X, the Company is required to
maintain unrestricted cash in an amount not less than $25
million.
|
ITEM
3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Weighted
|
||||||||||||||||||||||||
Average
|
Fair
|
|||||||||||||||||||||||
Interest
|
Expected
Cash Flows by Period
|
Value
|
||||||||||||||||||||||
(Dollars
in thousands)
|
Rate
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
Total
|
3/31/09
|
|||||||||||||||
ASSETS:
|
||||||||||||||||||||||||
Mortgage
loans held for sale:
|
||||||||||||||||||||||||
Fixed
rate
|
4.81%
|
$
|
27,740 |
$
|
- |
$
|
- | $ | - |
$
|
- |
$
|
- | $ | 27,740 | $ | 27,472 | |||||||
Variable
rate
|
N/A
|
- | - | - | - | - | - | - | - | |||||||||||||||
|
||||||||||||||||||||||||
LIABILITIES:
|
||||||||||||||||||||||||
Long-term
debt – fixed rate
|
6.91%
|
$
|
214 |
$
|
306 |
$
|
332 | $ | 200,360 |
$
|
391 |
$
|
4,770 | $ | 206,373 | $ | 110,532 | |||||||
Long-term
debt – variable rate
|
1.85%
|
20,430 | - | - | - | - | - | 20,430 | 20,430 |
Period
|
Total
number of shares
purchased
|
Average
price
paid
per
share
|
Total
number
of
shares
purchased
as
part of
publicly
announced
program
|
Approximate
dollar
value of
shares
that may
yet
be purchased
under
the
program
(1)
|
|||
January
1 to January 31, 2009
|
-
|
$ -
|
-
|
$6,715,000
|
|||
February
1 to February 28, 2009
|
-
|
-
|
-
|
$6,715,000
|
|||
March
1 to March 31, 2009
|
-
|
-
|
-
|
$6,715,000
|
|||
Total
|
-
|
$ -
|
-
|
$6,715,000
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Amendment
to the Company’s Amended and Restated Code of Regulations, hereby
incorporated by reference to Exhibit 3.1 of the Company’s Current Report
on Form 8-K filed on March 13, 2009.
|
|
10.1
|
2008
Executive Bonus Compensation, incorporated herein by reference to the
Company’s Current Report on Form 8-K filed on February 13,
2009.
|
|
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.)
|
M/I Homes, Inc.
|
|||||
(Registrant)
|
|||||
Date:
|
May
1, 2009
|
By:
|
/s/
Robert H. Schottenstein
|
||
Robert
H. Schottenstein
|
|||||
Chairman,
Chief Executive Officer and
|
|||||
President
|
|||||
(Principal
Executive Officer)
|
|||||
Date:
|
May
1, 2009
|
By:
|
/s/
Ann Marie W. Hunker
|
||
Ann
Marie W. Hunker
|
|||||
Vice
President, Corporate Controller
|
|||||
(Principal
Accounting Officer)
|
|||||
EXHIBIT
INDEX
|
||
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Amendment
to the Company’s Amended and Restated Code of Regulations, hereby
incorporated by reference to Exhibit 3.1 of the Company’s Current Report
on Form 8-K filed on March 13, 2009.
|
|
10.1
|
2008
Executive Bonus Compensation, incorporated herein by reference to the
Company’s Current Report on Form 8-K filed on February 13,
2009.
|
|
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.)
|