Form 10-Q M/I HOMES, INC. For: Mar 31
Exhibit 22
SUBSIDIARY GUARANTORS OF THE COMPANY
As of March 31, 2021, the following subsidiaries of M/I Homes, Inc. (the “Company”) were guarantors of the Company’s 4.95% senior notes due 2028 and 5.625% senior notes due 2025:
1. MHO Holdings, LLC, a Florida limited liability company
2. MHO, LLC, a Florida limited liability company
3. M/I Homes First Indiana LLC, an Indiana limited liability company
4. M/I Homes of Austin, LLC, an Ohio limited liability company
5. M/I Homes of Central Ohio, LLC, an Ohio limited liability company
6. M/I Homes of Charlotte, LLC, a Delaware limited liability company
7. M/I Homes of Chicago, LLC, a Delaware limited liability company
8. M/I Homes of Cincinnati, LLC, an Ohio limited liability company
9. M/I Homes of DC, LLC, a Delaware limited liability company
10. M/I Homes of DFW, LLC, a Delaware limited liability company
11. M/I Homes of Florida, LLC, a Florida limited liability company
12. M/I Homes of Houston, LLC, a Delaware limited liability company
13. M/I Homes of Indiana, L.P., an Indiana limited partnership
14. M/I Homes of Orlando, LLC, a Florida limited liability company
15. M/I Homes of Raleigh, LLC, a Delaware limited liability company
16. M/I Homes of San Antonio, LLC, a Delaware limited liability company
17. M/l Homes of Tampa, LLC, a Florida limited liability company
18. M/I Homes of West Palm Beach, LLC, a Florida limited liability company
19. M/I Homes Second Indiana LLC, an Indiana limited liability company
20. M/I Homes Service, LLC, an Ohio limited liability company
21. M/I Homes of Delaware, LLC, a Delaware limited liability company
22. Northeast Office Venture, Limited Liability Company, a Delaware limited liability company
23. Prince Georges Utilities, LLC, a Maryland limited liability company
24. The Fields at Perry Hall, L.L.C., a Maryland limited liability company
25. Wilson Farm, L.L.C., a Maryland limited liability company
26. M/I Homes of Minneapolis/St. Paul, LLC, a Delaware limited liability company
27. M/I Homes of Sarasota, LLC, a Delaware limited liability company
28. M/I Homes of Alabama, LLC, a Delaware limited liability company
29. M/I Homes of Michigan, LLC, a Delaware limited liability company
30. M/I Homes Development I, LLC, a Delaware limited liability company
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
| I, Robert H. Schottenstein, certify that: | |||||
| 1. | I have reviewed this Quarterly Report on Form 10-Q of M/I Homes, Inc. for the fiscal quarter ended March 31, 2021; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||
| (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |||||
| (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||
| (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||||
| (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||
| (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||
/s/Robert H. Schottenstein | Date: | April 28, 2021 | ||||||
| Robert H. Schottenstein | ||||||||
| Chairman, Chief Executive Officer and | ||||||||
| President | ||||||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
| I, Phillip G. Creek, certify that: | |||||
| 1. | I have reviewed this Quarterly Report on Form 10-Q of M/I Homes, Inc. for the fiscal quarter ended March 31, 2021; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||
| (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |||||
| (c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||
| (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |||||
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||||
| (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |||||
| (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |||||
/s/Phillip G. Creek | Date: | April 28, 2021 | ||||||
| Phillip G. Creek | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of M/I Homes, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert H. Schottenstein, Chairman, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
| /s/Robert H. Schottenstein | Date: | April 28, 2021 | ||||||
| Robert H. Schottenstein | ||||||||
| Chairman, Chief Executive Officer and | ||||||||
| President | ||||||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of M/I Homes, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip G. Creek, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
| /s/Phillip G. Creek | Date: | April 28, 2021 | ||||||
| Phillip G. Creek | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||