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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 1-12434
M/I SCHOTTENSTEIN HOMES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-1210837
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Easton Oval, Suite 500
Columbus, Ohio 43219
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(Address of principal executive offices)(zip code)
Registrant's telephone number, including area code: (614) 418-8000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, par value $.01 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of Class)
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 X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 24, 2000, the aggregate market value of voting common
stock held by non-affiliates of the registrant (5,352,560 shares) was
approximately $75,605,000. The number of shares of common stock of M/I
Schottenstein Homes, Inc. outstanding on February 24, 2000 was 8,133,640.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December 31,
1999 (Part I, II and IV) Portions of the registrant's Definitive Proxy Statement
for the 2000 Annual Meeting of Shareholders filed pursuant to Regulation 14A
(Part III)
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PART I
ITEM 1. BUSINESS
COMPANY
M/I Schottenstein Homes, Inc. and its subsidiaries is one of the
nation's leading homebuilders. We sell and construct single-family homes to the
entry level, move-up and empty nester buyer under the Horizon, M/I Homes and
Showcase Homes tradenames. In 1998, the latest year for which information is
available, we were the 20th largest U.S. single-family homebuilder (based on
homes delivered) as ranked by Builder Magazine. Our homes are sold in eleven
geographic markets including Columbus and Cincinnati, Ohio; Tampa, Orlando and
Palm Beach County, Florida; Charlotte and Raleigh, North Carolina; Indianapolis,
Indiana; Virginia; Maryland and Phoenix, Arizona. We currently offer a number of
distinct lines of single-family homes ranging in base sales price from
approximately $95,000 to $930,000 with an average sales price in 1999 of
$209,000. During the year ended December 31, 1999, we delivered 3,941 homes and
had revenues of $852.0 million and net income of $41.6 million, the highest in
our history. M/I Schottenstein Homes, Inc. was incorporated, through predecessor
entities, in 1973 and commenced homebuilding activities in 1976.
We are the leading homebuilder in the Columbus, Ohio market, based on
revenue, and have been the number one builder of single-family detached homes in
this market for each of the last eleven years. In addition, we are currently one
of the top ten homebuilders in a majority of our other markets and believe we
are well positioned to further penetrate these markets. Our growth strategy
targets both product line expansion and geographical diversification. With
respect to geographical diversification, we have expanded into new markets
through the opening of new divisions rather than through acquisitions. To
complement the M/I Homes ($135,000 - $255,000 base sales price range) and
Showcase Homes ($200,000 - $450,000 base sales price range) lines, the
affordably priced Horizon line ($105,000 - $185,000 base sales price range),
which appeals to the first time home buyer, was introduced to the Columbus
market in 1993. Based on the success of this line, we have expanded this product
into a majority of our other markets. Included in our Horizon line, the Encore
series, which originated in our Indianapolis market, was introduced in Columbus
in 1999. These homes are also being offered in some of our other markets.
We distinguish ourselves from competitors by offering homes in
selective areas with a higher level of design and construction quality within a
given price range and by providing superior customer service. By offering homes
at a variety of price points, we attract a wide range of buyers, many of whom
are existing M/I homeowners. We support our homebuilding operations by providing
mortgage financing services through M/I Financial, and title-related services
through affiliated entities.
Our business strategy emphasizes the following key objectives:
Focus on profitability. We focus on improving profitability while
maintaining the high quality of our homes and customer service. We focus on
gross margins by stressing the features, benefits, quality and design of our
homes during the sale process and by minimizing speculative building. We also
value-engineer our homes by working with our subcontractors and suppliers to
provide attractive features while minimizing raw material and construction
costs.
Maintain conservative and selective land policies. Our profitability is
largely dependent on the quality of our subdivision locations; therefore, we
focus on locating and controlling land in the most desirable areas of our
markets. We are conservative in our land acquisition policies and only purchase
land that is already zoned and serviceable by utilities. We seek to control a
four- to five-year supply of land in each of our markets. We believe our
expertise in developing land gives us a competitive advantage in controlling
attractive locations at competitive costs, and, as a result, we have developed
approximately 70% of our communities as of December 31, 1999. At December 31,
1999, we owned 11,439 lots and controlled an additional 9,376 lots pursuant to
contracts.
Maintain or increase market position in current markets. We have been
the leading builder of single-family, detached homes in the Columbus market for
each of the last eleven years. We seek to maintain this leading position by
continuing to provide high quality homes and superior customer service. We
believe there are significant opportunities to profitably expand in each of our
other markets. These include increasing product offerings, continuing to acquire
land in desirable locations and constructing and selling homes with the same
commitment to customer service that has accounted for our success. In addition,
we continue to explore expansion into new markets through internal growth or
acquisition.
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Provide superior customer service. Our overriding philosophy is to
provide superior customer service to our homeowners. We offer a wide array of
functional and innovative designs and involve the homeowner in virtually every
phase of the building process from selling through construction, closing and
service after delivery. Our selling process focuses on the homes' features,
benefits, quality and design as opposed to merely price and square footage. In
certain markets, we utilize design centers to enhance the selling process and
increase the sale of optional features which typically carry higher margins. In
addition, we provide many of our customers with financing and attractive
warranties. As a result, based on the responses to our customer questionnaire,
for the ninth year in a row, more than 95% of our customers would recommend us
to a potential buyer.
Offer product breadth and innovative design. We devote significant
resources to the research and design of our homes to better meet the needs of
our customers. We offer a number of distinct product lines and more than 375
different floor plans and elevations. In addition to providing customers with a
wide variety of choices, we believe we offer a higher level of design and
construction quality within a given price range. We have also introduced and
utilized innovative design concepts such as themed communities, rear garages,
rear alley access, parks and porches.
Maintain decentralized operations with experienced management. Each of
our markets has unique characteristics and, therefore, is managed locally by
dedicated, on-site personnel. All of our managers possess intimate knowledge of
their particular market and are encouraged to be entrepreneurial in order to
best meet the needs of that market. Our incentive compensation structure rewards
each manager based on financial performance, income growth and customer
satisfaction.
SALES AND MARKETING
We market and sell our homes under the Horizon, M/I and Showcase
tradenames. Home sales are conducted by our own sales personnel in on-site sales
offices located within furnished model homes. Each sales consultant is trained
and equipped to fully explain the features and benefits of our homes, to
determine which home best suits each customer's needs, to explain the
construction process and to assist the customer in choosing the best financing.
Significant attention is given to the training and re-training of all sales
personnel to assure the highest levels of professionalism and product knowledge.
We currently employ more than 125 sales consultants and operate approximately
150 model homes.
We advertise using newspapers, magazines, direct mail, billboards,
radio and television. The particular marketing medium used differs from division
to division based upon marketing demographics and other competitive factors. We
have significantly increased advertising on the world wide web through expansion
of our web site at www.mihomes.com and through homebuilder.com. In addition, we
encourage independent broker participation and, from time to time, utilize
various promotions and sales incentives to attract interest from these brokers.
Our commitment to quality design and construction along with our reputation for
superior customer service has resulted in a strong referral base and numerous
repeat buyers.
To enhance the selling process, we operate design centers in the
Cincinnati, Columbus, Tampa and, most recently, Indianapolis markets. The design
centers are staffed with interior design specialists who assist customers in
selecting interior and exterior colors as well as standard options and upgrades.
In our other markets, the color and option/upgrade selection process is handled
directly by our sales consultants. We also offer financing to our customers
through our wholly-owned subsidiary, M/I Financial, which has branches in all of
our markets except Virginia, Maryland and Phoenix. M/I Financial originates
loans for purchasers of our homes. The loans are then sold, along with the
servicing rights, to outside mortgage lenders. We also provide title-related
services to purchasers of our homes in a majority of our markets through
affiliated entities.
We generally do not commence construction of a home until we obtain a
sales contract and preliminary oral advice from the customer's lender that
financing will be approved. However, in certain markets, contracts may be
accepted contingent upon the sale of an existing home and construction is
authorized through a certain stage prior to satisfaction of that contingency. In
addition, in all markets, a limited, strictly controlled number of "spec" homes
(i.e., homes started in the absence of an executed contract) are built in order
to facilitate delivery of homes on an immediate-need basis and to provide
presentation of new products. Using a conservative approach, spec homes are
approved for start only after consultation with the respective region and
division presidents.
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Our sales and marketing efforts are further enhanced by our inspection
and warranty programs. Through these programs, we offer a 2-year limited
warranty on materials and workmanship and a 30-year limited warranty against
major structural defects. To increase the value of these warranties, both are
transferable in the event of the sale of the home. Immediately prior to closing
and again three months after a home is delivered, we inspect each home with the
customer to determine if any repairs are required. At the customer's written
request, we will also provide a free 1-year inspection and again make necessary
repairs. We pass along to our customers all warranties provided by manufacturers
or suppliers of components installed in each home. Our warranty expense was
approximately 1.0% of total costs and expenses for each of the years ended
December 31, 1999, 1998 and 1997.
DESIGN AND CONSTRUCTION
We devote significant resources to the research, design and development
of our homes in order to best meet the needs of home buyers in the markets in
which we operate. Virtually all of our floor plans and elevations are designed
by experienced and qualified in-house professionals using modern computer-aided
design technology. We offer more than 375 different floor plans and elevations,
which may differ significantly from market to market.
The construction of each home is supervised by a construction
supervisor who reports to a production manager, both of whom are employees of
M/I Homes. Customers are introduced to their construction supervisor prior to
commencement of home construction at a pre-construction "buyer/builder
conference." The purpose of this conference is to review the home plans and all
relevant construction details with the customers and to explain the construction
process and schedule. Every customer is given a hard hat at the conference as an
open invitation to visit the site of their home at any time during the course of
construction. We want customers to be involved to understand the construction of
their home and to see the quality being built into their home. All of this is
part of our philosophy to "put the customer first" and enhance the total
homebuilding experience.
Homes generally are constructed according to standardized designs and
meet applicable Federal Housing Authority ("FHA") and Veterans Administration
("VA") requirements. To allow maximum design flexibility, we limit the use of
pre-assembled building components and pre-fabricated structural assemblies. The
efficiency of the building process is enhanced by our use of standardized
materials available from a variety of sources. We utilize independent
subcontractors for the installation of site improvements and the construction of
our homes. These subcontractors are supervised by our on-site construction
supervisors. All subcontractor work is performed pursuant to written agreements.
Such agreements are generally short-term, with terms from six to twelve months
and provide for a fixed price for labor and materials. The agreements are
structured to allow for price protection for a majority of the higher cost
phases of construction related to the homes in our Backlog. We seek to build in
large volume to reduce the per unit cost of the home due to advantages achieved
by lower unit prices paid to subcontractors for labor and materials.
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MARKETS
Our operations are organized into geographic divisions to maximize
operating efficiencies and use of local management. Our present divisional
operating structure is as follows:
Year
Operations
State Division Commenced
----- -------- ---------
Ohio........................... Columbus 1976
Columbus - Showcase 1988
Columbus - Horizon 1994
Cincinnati 1988
Indiana........................ Indianapolis 1988
Florida........................ Tampa 1981
Orlando 1984
Palm Beach County 1984
North Carolina................. Charlotte 1985
Raleigh 1986
Washington, D. C. ............. Virginia 1991
Maryland 1991
Arizona........................ Phoenix 1996
Columbus is the capital of Ohio, with federal, state and local
governments providing significant and stable employment. Columbus continues to
be a stable market with diverse economic and employment bases and record high
permit activity in 1999. Columbus is also the home of The Ohio State University,
one of the largest universities in the world. Our market share in Columbus has
exceeded 20% during each of the last five years.
Cincinnati is characterized by a stable economic environment and a
diverse employment base. Employers include Proctor & Gamble, Kroger, General
Electric and the Cincinnati International Airport, which serves as a regional
hub for Delta Airlines. We continue to expand our Horizon product line in this
market and focus on more affordable communities. In 1999, we were ranked the
number one homebuilder in Cincinnati, excluding the Northern Kentucky market in
which we do not participate.
Indianapolis is a growth market noted for its excellent transportation
system and relatively young population. For the sixth consecutive year,
single-family housing permits exceeded 10,000. A large aircraft maintenance hub
for United Airlines and an express mail sorting facility for the U.S. Postal
Service are significant employers in this market.
Tampa's housing market is strong, buoyed by financial services, tourism
and conventions. Business relocation has continued, especially in the banking,
insurance and telecommunications industries. Tampa's economy continues to grow;
employment levels increased by 5% in 1999.
In 1999, Orlando's economy grew at a healthy pace, with job growth
increasing by 4%. Contributing to this growth were improved tourism (both
domestic and foreign), strong in-migration and business expansion/relocation due
primarily to lower business costs. Single-family permits exceeded 16,000 in
1999, setting a new record.
Palm Beach County is one of the more affluent markets in the United
States. Job gains of 6% in 1999 were experienced in the construction, wholesale
trade and service sectors. Housing activity continued to be stable in 1999, with
over 6,000 single-family permits, slightly exceeding 1998 levels.
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Charlotte, which is home to fast-growing firms in the banking industry,
continues to prosper as a financial center and has established itself as a
transportation hub with its manufacturing base. Construction activity set
another record in 1999, exceeding 17,000 single-family permits.
Raleigh-Durham is situated to take advantage of the explosive growth in
high-tech firms with a well-educated workforce and the recently completed North
Carolina telecommunications highway. Raleigh's economy continues to flourish
with single-family permits reaching 15,000 in 1999.
The Washington, D.C. metro economy was led in 1999 by job gains in the
construction, technology and service sectors. Housing activity was robust, with
over 28,000 single-family permits issued. Our operations are located primarily
in Fairfax, Prince William and Loudoun counties in Virginia and Prince Georges
and Montgomery counties in Maryland.
We entered the Phoenix market in late 1996. The Phoenix housing market
is one of the most active in the United States, generating over 35,000
single-family permits annually in each of the last two years. Phoenix is a
national leader in employment growth and has a very diverse economy.
PRODUCT LINES
On a regional basis, we offer homes ranging in base sales price from
approximately $95,000 to $930,000 and ranging in square footage from
approximately 1,100 to 5,400 square feet. There are more than 375 different
floor plans and elevations across all product lines. By offering a wide range of
homes, we are able to attract first-time home buyers, move-up home buyers and
empty nesters. It is our goal to sell more than one home to our customers.
In the Columbus market, which is our largest market, we offer all of
our distinct product lines. In addition, we offer a select number of our product
lines in our divisions outside of Columbus. The base sales price range and
average square footage for these product lines in Columbus are shown below:
BASE SALES AVERAGE
DIVISION PRICE RANGE SQUARE FOOTAGE
-------- ----------- --------------
Horizon $105,000 - $185,000 1,500
M/I Homes $135,000 - $255,000 2,000
Showcase Homes $200,000 - $450,000 2,600
In addition, we offer a line of attached townhomes exclusively in the
Maryland and Virginia markets. These townhomes are marketed primarily to
first-time buyers and range from 1,800 to 2,400 square feet of living space.
These townhomes utilize wood frame construction and feature aluminum exteriors
with brick fronts. In Maryland and Phoenix, the Company offers homes with up to
5,000 square feet of living space for base sales prices ranging up to $930,000.
In each of our lines of homes, certain options are available to the
purchaser for an additional charge. Major options include fireplaces, additional
bathrooms and higher quality flooring, cabinets and appliances. The options are
typically more numerous and significant on more expensive homes.
LAND DEVELOPMENT ACTIVITIES
Our land development activities and land holdings have increased
significantly in the past few years. We continue to purchase lots from outside
developers under option contracts, when possible, to limit our risk; however, we
constantly evaluate other alternatives to satisfy the need for lots in the most
cost effective manner. We develop ground internally when we can gain a
competitive advantage by doing so or when shortages of qualified land developers
make it impractical to purchase required lots from outside sources. We seek to
limit our investment in undeveloped land and
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lots to the amount reasonably expected to be sold in the next three to five
years. Although we purchase land and engage in land development activities
primarily for the purpose of furthering our homebuilding activities, we have
developed land with the intention of selling a portion of the lots to outside
homebuilders in certain markets.
To limit the risk involved in the development of raw land, we acquire
land primarily through the use of contingent purchase contracts. These contracts
require the approval of our land committee and condition our obligation to
purchase land upon approval of zoning, utilities, soil and subsurface
conditions, environmental and wetland conditions, levels of taxation, traffic
patterns, development costs, title matters and other property-related criteria.
In addition, careful attention is paid to the quality of the public school
system. Only after this thorough evaluation has been completed do we make a
commitment to purchase undeveloped land. To further reduce the risk involved in
acquiring raw land, we generally do not commence engineering or development
until zoning approvals are secured.
From time to time we enter into joint ventures, generally with other
homebuilders. At December 31, 1999, we had interests varying from 33% to 50% in
each of 32 joint ventures and limited liability companies ("LLCs"). These joint
ventures and LLCs develop raw ground into lots and, typically, we receive our
percentage interest in the form of a distribution of developed lots. The joint
ventures and LLCs pay the managing partner or manager certain fees for
accounting, administrative and construction supervision services in addition to
its percentage interest. We are currently responsible for the management of 16
of these 32 joint ventures and LLCs. These joint ventures and LLCs are equity
financed except where seller financing is available on attractive terms.
During development of lots, we are required by some municipalities and
other governmental authorities to provide completion bonds for sewer, streets
and other improvements. We generally provide letters of credit in lieu of these
completion bonds. At December 31, 1999, $14.2 million of letters of credit were
outstanding for these purposes, as well as $19.9 million of completion bonds.
AVAILABLE LOTS AND LAND
We seek to balance the economic risk of owning lots and land with the
necessity of having lots available for our homes. At December 31, 1999, we had
3,497 developed lots and 2,156 lots under development in inventory. We also
owned raw land expected to be developed into approximately 3,845 lots.
In addition, at December 31, 1999, our interest in lots held by joint
ventures and LLCs consisted of 8 developed lots and 438 lots under development.
We also own interests in raw land held by our joint ventures and LLCs which is
zoned for 1,495 lots. It is anticipated that some of the lots owned will be sold
to others.
At December 31, 1999, we had options and purchase contracts, which
expire over the next 5 years, to acquire 2,634 developed lots and land to be
developed into approximately 6,742 lots, for a total of 9,376 lots, with an
aggregate current purchase price of approximately $190.8 million. Purchase of
these properties is contingent upon satisfaction of certain requirements by us
and the sellers, such as zoning approval, completion of development and
availability of building permits. The majority of these lot purchase agreements
provide for periodic escalation of the purchase price which, we believe,
reflects the developers' carrying cost of the lots.
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The following table sets forth our land position in lots (including our
interest in joint ventures and LLCs) by region in which we operate at December
31, 1999:
Owned Lots
------------------------------------------------
Under To Be Total Lots under
State Developed Development Developed Owned Option Total
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Ohio and Indiana 2,239 1,827 4,279 8,345 7,231 15,576
Florida 685 326 629 1,640 656 2,296
Carolina 263 104 332 699 1,042 1.741
Virginia, Maryland and Phoenix 318 337 100 755 447 1,202
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Total 3,505 2,594 5,340 11,439 9,376 20,815
=====================================================================================================
FINANCIAL SERVICES
Through our wholly-owned subsidiary, M/I Financial, we offer fixed and
adjustable rate mortgage loans, to buyers of our homes. M/I Financial has
branches in all of our housing markets, with the exception of Virginia, Maryland
and Phoenix. Of the 3,538 Homes Delivered in 1999 in the markets in which M/I
Financial operates, M/I Financial provided financing for 3,102 of these homes
representing approximately $492.3 million of mortgage loans originated and sold.
M/I Financial issues commitments to customers and closes both conventional and
government-insured loans in its own name. To minimize the risk of financing
activities, M/I Financial sells the loans it originates to the secondary market
which provides the funding within several days. We retain a small servicing
portfolio which is currently sub-serviced by a financial institution.
M/I Financial hedges its interest rate risk using optional and
mandatory forward sales of mortgage-backed securities whereby we agree to sell
and later repurchase similar but not identical mortgage-backed securities.
Generally, the agreements are fixed-coupon agreements whereby the interest rate
and maturity date of both transactions are approximately the same and are
established to correspond with the closing of the fixed interest rate mortgage
loan commitments. The difference between the two values of the mortgage-backed
securities in the agreements at settlement provide a hedge on the interest rate
risk exposure in the mortgage loan commitments and is included in the gain or
loss on the sale of the loans to third party investors.
Additionally, we hedge the interest rate risk relative to unclosed
loans by purchasing commitments from outside investors to acquire the loans at
the interest rate at which the loan will be closed. The cost of these purchase
commitments is recorded as an asset and is expensed as loans are closed under
the related commitments. Any remaining unused balance is expensed when the
commitment expires or earlier, if we determine that we will be unable to use the
entire commitment prior to its expiration date. At December 31, 1999, we had
approximately $19.9 million of commitments to deliver mortgage loans to outside
investors.
To reduce the credit risk associated with accounting losses, which
would be recognized if the counterparties failed to completely perform as
contracted, we limit the entities with which management can enter into a
commitment to the primary dealers in the market. The risk of accounting loss is
the difference between the market rate at the time a counterparty fails and the
rate to which we committed for the mortgage loans and any purchase commitments
recorded with the counterparty.
M/I Financial has been approved by the Department of Housing and Urban
Development and the VA to originate loans insured by the FHA and the VA,
respectively, and has been approved by the Federal Home Loan Mortgage
Corporation ("FHLMC") and by the Federal National Mortgage Association ("FNMA")
as a seller and servicer of mortgages sold to FHLMC and FNMA.
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In 1996, we entered into a joint venture to provide title services in
the Indianapolis and Columbus markets. A similar joint venture was formed in the
Tampa and Orlando markets in 1997 and in the Cincinnati, Virginia and Maryland
markets in 1998.
COMPETITION
The homebuilding industry is highly competitive. We compete in each of
our local market areas with numerous national, regional and local homebuilders,
some of which have greater financial, marketing, land acquisition and sales
resources. Builders of new homes compete not only for home buyers, but also for
desirable properties, financing, raw materials and skilled subcontractors. In
addition, we compete with the resale market for existing homes which provides
different attractions for home buyers over building a new home.
REGULATION AND ENVIRONMENTAL MATTERS
The homebuilding industry, including M/I Homes, is subject to various
local, state and federal (including FHA and VA) statutes, ordinances, rules and
regulations concerning zoning, building, design, construction, sales and similar
matters. This regulation affects construction activities, including types of
construction materials which may be used, certain aspects of building design,
sales activities and other dealings with consumers. We must also obtain
licenses, permits and approvals from various governmental authorities for
development activities. In many areas, we are subject to local regulations which
impose restrictive zoning and density requirements in order to limit the number
of houses within the boundaries of a particular locality. We seek to reduce the
risk from restrictive zoning and density requirements by using contingent land
purchase contracts which require that land must meet various requirements,
including zoning, prior to our purchase.
We may be subject to periodic delays or precluded entirely from
developing projects due to building moratoriums, particularly in our Florida and
Raleigh markets. Generally, these moratoriums relate to insufficient water or
sewage facilities or inadequate road capacity within specific market areas or
subdivisions. Moratoriums experienced by us have not been of long duration and
have not had a material effect on our business.
Each of the states in which we operate has adopted a wide variety of
environmental protection laws. These laws generally regulate developments which
are of substantial size and which are in or near certain specified geographic
areas. Furthermore, these laws impose requirements for development approvals
which are more stringent than those which land developers would have to meet
outside of these geographic areas.
Increased stringent requirements may be imposed on homebuilders and
developers in the future which may have a significant impact on us and the
industry. Although we cannot predict the effect of these requirements, such
requirements could result in time-consuming and expensive compliance programs.
In addition, the continued effectiveness of current licenses, permits or
development approvals is dependent upon many factors, some of which are beyond
our control.
EMPLOYEES
At February 24, 2000, we employed 889 people (including part-time
employees), of which 261 were employed in sales, 374 in construction and 254 in
management, administrative and clerical positions. We consider our employee
relations to be very good. No employees are represented by a collective
bargaining agreement.
ITEM 2. PROPERTIES
We own and operate an approximately 85,000 square foot office building
used for our home office and lease all of our other offices. Prior to September
1998, we leased our home office space from a limited liability company in which
we had a minority equity interest. We purchased the remaining interest in this
limited liability company in September of 1998. See Notes 2, 5 and 9 to the
Consolidated Financial Statements.
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Due to the nature of our business, a substantial amount of property is
held as inventory in the ordinary course of business. See "Item 1. BUSINESS -
Available Lots and Land."
ITEM 3. LEGAL PROCEEDINGS
We are involved in routine litigation incidental to our business.
Management does not believe that any of this litigation is material to our
consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1999, no matters were submitted to a vote
of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information required by this item is incorporated herein by
reference from our Annual Report to Shareholders for the year ended December 31,
1999.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by
reference from our Annual Report to Shareholders for the year ended December 31,
1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated herein by
reference from our Annual Report to Shareholders for the year ended December 31,
1999.
ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated herein by
reference from our Annual Report to Shareholders for the year ended December 31,
1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by
reference from our Annual Report to Shareholders for the year ended December 31,
1999.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants during
each of the two years ended December 31, 1999 and 1998.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated herein by
reference to our definitive Proxy Statement relating to the 2000 Annual Meeting
of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to our definitive Proxy Statement relating to the 2000 Annual Meeting
of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by
reference to our definitive Proxy Statement relating to the 2000 Annual Meeting
of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to our definitive Proxy Statement relating to the 2000 Annual Meeting
of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements. The following financial statements of M/I
Schottenstein Homes, Inc. and its subsidiaries have been incorporated
herein by reference as set forth in Item 8 of Part II of this Annual
Report on Form 10-K:
Independent Auditors' Report
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income - Years Ended December 31, 1999, 1998
and 1997
Consolidated Statements of Stockholders' Equity - Years Ended December
31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows - Years Ended December 31, 1999,
1998 and 1997
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. Page
----
Independent Auditors' Report on financial statement schedules................................... 18
For the Years ended December 31, 1999, 1998 and 1997:
Schedule II - Valuation and Qualifying Accounts ............................................. 19
All other schedules have been omitted because the required information
is included in the financial statements or notes thereto, the amounts
involved are not significant or the required matter is not present.
11
12
3. Exhibits.
The following exhibits required by Item 601 of Regulation S-K are filed
as part of this report. For convenience of reference, the exhibits are
listed according to the numbers appearing in the Exhibit Table to Item
601 of Regulation S-K.
Exhibit Number Description
- -------------- ----------------------------------------------------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of the Company, hereby incorporated by reference to Exhibit 3.1
of the Company's Annual Report on Form 10-K for < the fiscal year ended December 31, 1993.
3.2 Regulations of the Company hereby incorporated by reference to Exhibit 3(l) of the Company's Registration
Statement on Form S-1, Commission File No. 33-68564.
3.3 Amendment to the Code of Regulations of the Company, hereby incorporated by reference to Exhibit 4.3 of the
Company's Registration Statement on Form S-8, Commission File No. 33-76518.
3.4 Amended and Restated Regulations of the Company, hereby incorporated by reference to Exhibit 3.4 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
4 Specimen of Stock Certificate, hereby incorporated by reference to Exhibit 4 of the Company's Registration
Statement on Form S-1, Commission File No. 33-68564.
10.1 The Predecessor's Amended and Restated 401(k) Profit Sharing Plan, consisting of a savings plan adoption
agreement, savings plan and savings plan trust, hereby incorporated by reference to Exhibit 10(cc) of the
Predecessor's Annual Report on Form 10-K for the fiscal year ended December 31, 1991.
10.2 Third restated revolving credit loan, swingline loan and standby letter of credit agreement by and among the
Company; Bank One, NA; The Huntington National Bank; The First National Bank of Chicago; National City Bank;
BankBoston, N.A.; The Fifth Third Bank of Columbus; SunTrust Bank, Central Florida, N.A. and Bank One, NA, as
agent for the banks, dated May 27, 1998, hereby incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
10.3 Fourth restated revolving credit loan, swingline loan and standby letter of credit agreement by and among the
Company; Bank One, NA; The Huntington National Bank; AmSouth Bank; National City Bank; BankBoston, N.A.; The
Fifth Third Bank of Columbus; Suntrust Bank and Bank One, NA as agent for the banks, dated December 31, 1998,
hereby incorporated by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
12
13
Exhibit Number Description
- -------------- ----------------------------------------------------------------------------------------------------------------
10.4 First Amendment to Fourth Restated Revolving Credit Loan, Swingline Loan and Standby Letter of Credit Agreement
by and among the Company and M/I Homes, Inc.; Bank One, NA; The Huntington National Bank; National City Bank;
BankBoston, N.A.; The Fifth Third Bank of Columbus; Suntrust Bank, Central Florida, N.A.; AmSouth Bank and Bank
One, NA as agent for the banks, dated April 20, 1999, hereby incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
10.5 Fifth Restated Revolving Credit Loan, Swingline Loan and Standby Letter of Credit Agreement by and among the
Company and M/I Homes, Inc., as borrower and Bank One, NA; The Huntington National Bank; National City Bank;
BankBoston, N.A.; Fifth Third Bank, Central Ohio; Suntrust Bank, Central Florida, N.A.; AmSouth Bank; Comerica
Bank; Firstar Bank, N.A. as Banks and Bank One, NA, as agent for the Banks, dated November 23, 1999. (Filed
herewith.)
10.6 First Amendment to Fifth Restated Revolving Credit Loan, Swingline Loan and Standby Letter of Credit Agreement
by and among the Company and M/I Homes, Inc., as borrower and Bank One, NA; The Huntington National Bank;
National City Bank; BankBoston, N.A.; Fifth Third Bank, Central Ohio; Suntrust Bank, Central Florida, N.A.;
AmSouth Bank; Comerica Bank; Firstar Bank, N.A. as Banks and Bank One, NA, as agent for the Banks, dated
February 29, 2000. (Filed herewith.)
10.7 Promissory Note by and among the Company, M/I Financial Corp. and Bank One, Columbus, N.A., dated November 5,
1993, hereby incorporated by reference to Exhibit 19(d) of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
10.8 Revolving Credit Agreement by and among the Company, M/I Financial Corp. and Bank One, NA dated June 22, 1998,
hereby incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
10.9 1993 Stock Incentive Plan of the Company, hereby incorporated by reference to Exhibit 4.4 of the Company's
Registration Statement on Form S-8, Commission File No. 33-76518.
10.10 M/I Schottenstein Homes, Inc. 1993 Stock Incentive Plan As Amended, dated April 22, 1999, hereby incorporated by
reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
10.11 First Amendment to M/I Schottenstein Homes, Inc. 1993 Stock Incentive Plan As Amended, dated August 11, 1999,
hereby incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
13
14
Exhibit Number Description
- -------------- ----------------------------------------------------------------------------------------------------------------
10.12 Termination Agreement between the Company and parties to the Melvin and Irving Schottenstein Family Agreement,
dated July 31, 1997, hereby incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997.
10.13 Executive Employment Agreement by and between the Company and Irving E. Schottenstein dated August 9, 1994,
hereby incorporated by reference to Exhibit 10(c) of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994.
10.14 Company's 1998 President and Senior Executive Vice President Bonus Program, hereby incorporated by reference to
Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
10.15 Company's 1998 Senior Vice President and Chief Financial Officer Bonus Program, hereby incorporated by reference
to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
10.16 Company's 1998 Chief Executive Officer Stock Bonus Program, hereby incorporated by reference to Exhibit 10.13 of
the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
10.17 Company's 1998 President, Senior Executive Vice President and Chief Financial Officer Stock Bonus Program,
hereby incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
10.18 Company's 1999 Chief Executive Officer Bonus Program, hereby incorporated by reference to Exhibit 10.15 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
10.19 Company's 1999 President Bonus Program, hereby incorporated by reference to Exhibit 10.16 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
10.20 Company's 1999 Chief Operating Officer Bonus Program, hereby incorporated by reference to Exhibit 10.17 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
10.21 Company's 1999 Chief Financial Officer Bonus Program, hereby incorporated by reference to Exhibit 10.18 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
14
15
Exhibit Number Description
- -------------- ----------------------------------------------------------------------------------------------------------------
10.22 Investment Home Compensation Plan dated September 1, 1995, hereby incorporated by reference to Exhibit 10.2 of
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.
10.23 Limited Liability Company Agreement of Northeast Office Venture, Limited Liability Company dated November 17,
1995, hereby incorporated by reference to Exhibit 10.51 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
10.24 Lease Agreement by and between the Company and Northeast Office Venture, Limited Liability Company dated
November 17, 1995, hereby incorporated by reference to Exhibit 10.52 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995.
10.25 Credit Agreement between the Company and BankBoston, N.A., the other parties which may become lenders and
BankBoston, N.A. as agent, dated August 29, 1997, hereby incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
10.26 Company's Director Deferred Compensation Plan, hereby incorporated by reference to Exhibit 10.4 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
10.27 First Amendment to M/I Schottenstein Homes, Inc. Director Deferred Compensation Plan, dated February 16, 1999,
hereby incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
10.28 Collateral Assignment Split-Dollar Agreement by and among the Company and Robert H. Schottenstein, and Janice K.
Schottenstein, as Trustee of the Robert H. Schottenstein 1996 Insurance Trust, dated September 24, 1997, hereby
incorporated by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
10.29 Collateral Assignment Split-Dollar Agreement by and among the Company and Steven Schottenstein, and Irving E.
Schottenstein, as Trustee of the Steven Schottenstein 1994 Trust, dated September 24, 1997, hereby incorporated
by reference to Exhibit 10.29 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997.
10.30 Collateral Assignment Split-Dollar Agreement by and among the Company and Kerrii B. Anderson, and Douglas T.
Anderson, as Trustee of the Kerrii B. Anderson 1997 Irrevocable Life Insurance Trust, dated September 24, 1997,
hereby incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
15
16
Exhibit Number Description
- -------------- ----------------------------------------------------------------------------------------------------------------
10.31 M/I Schottenstein Homes, Inc. Executive Officer Compensation Plan, hereby incorporated by reference to the
Company's definitive Proxy Statement relating to the 1999 Annual Meeting of Shareholders.
10.32 M/I Schottenstein Homes, Inc. Executives' Deferred Compensation Plan, hereby incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
10.33 Amended and Restated M/I Schottenstein Homes, Inc. Executives' Deferred Compensation Plan, dated November 16,
1999. (Filed herewith.)
13 Annual Report to Shareholders for the year ended December 31, 1999. (Filed herewith.)
21 Subsidiaries of Company. (Filed herewith.)
23 Consent of Deloitte & Touche LLP. (Filed herewith.)
24 Powers of Attorney. (Filed herewith.)
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K No reports on Form 8-K have been filed during the last quarter of the period covered by this
report.
(c) See Item 14(a)(3).
(d) Financial Statement Schedule - See Item 14(a)(2).
16
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in Columbus, Ohio on this
24th day of March, 2000.
M/I SCHOTTENSTEIN HOMES, INC.
(Registrant)
By: /s/ ROBERT H. SCHOTTENSTEIN
--------------------------------
Robert H. Schottenstein
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on this 24th day of March, 2000.
NAME AND TITLE NAME AND TITLE
-------------- --------------
IRVING E. SCHOTTENSTEIN* /s/ ROBERT H. SCHOTTENSTEIN
- ----------------------------------------- -------------------------------------------------
Irving E. Schottenstein Robert H. Schottenstein
Chairman of the Board and President and Director
Chief Executive Officer
(Principal Executive Officer)
STEVEN SCHOTTENSTEIN* /S/ KERRII B. ANDERSON
- ----------------------------------------- -------------------------------------------------
Steven Schottenstein Kerrii B. Anderson
Chief Operating Officer and Director Senior Vice President, Chief Financial
Officer, Assistant Secretary and Director
(Principal Financial and Accounting Officer)
FRIEDRICH K. M. BOHM* JEFFREY H. MIRO*
- ----------------------------------------- -------------------------------------------------
Friedrich K. M. Bohm Jeffrey H. Miro
Director Director
LEWIS R. SMOOT, SR.* NORMAN L. TRAEGER*
- ----------------------------------------- -------------------------------------------------
Lewis R. Smoot, Sr. Norman L. Traeger
Director Director
THOMAS D. IGOE *
- -----------------------------------------
Thomas D. Igoe
Director
* The above-named Directors and Officers of the Registrant execute this report
by Robert H. Schottenstein and Kerrii B. Anderson, their Attorneys-in-Fact,
pursuant to powers of attorney executed by the above-named Directors and filed
with the Securities and Exchange Commission as Exhibit 24 to the report.
By: /S/ ROBERT H. SCHOTTENSTEIN
----------------------------
Robert H. Schottenstein, Attorney-in-Fact
By: /S/ KERRII B. ANDERSON
----------------------
Kerrii B. Anderson, Attorney-in-Fact
17
18
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
M/I Schottenstein Homes, Inc.
Columbus, Ohio
We have audited the consolidated financial statements of M/I Schottenstein
Homes, Inc. and its subsidiaries as of December 31, 1999 and 1998, and for each
of the three years in the period ended December 31, 1999, and have issued our
report thereon dated February 23, 2000; such financial statements and report are
included in your 1999 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the consolidated financial statement
schedule of M/I Schottenstein Homes, Inc. and its subsidiaries, listed in Item
14. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
- -----------------------------------------
Deloitte & Touche LLP
Columbus, Ohio
February 23, 2000
18
19
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
- -----------------------------------------------
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Year Expenses Deductions (1) Year
- ----------- ------- -------- ---------- ----
Valuation allowance deducted from asset account -
single-family lots, land and land development costs:
Year ended
December 31, 1999 $ 6,110,000 $ 1,150,000 $ 293,000 $ 6.967,000
=========== =========== =========== ===========
Year ended
December 31, 1998 $ 4,000,000 $ 2,450,000 $ 340,000 $ 6,110,000
=========== =========== =========== ===========
Year ended
December 31, 1997 $ 2,350,000 $ 4,135,000 $ 2,485,000 $ 4,000,000
=========== =========== =========== ===========
(1) Represents write-downs of investment in single-family lots, land
and land development costs.
19
20
EXHIBIT INDEX
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------------- ----------
3.1 Amended and Restated Articles of Incorporation of the Company, hereby
incorporated by reference to Exhibit 3.1 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.
3.2 Regulations of the Company hereby incorporated by reference to Exhibit 3(l) of
the Company's Registration Statement on Form S-1, Commission File No.
33-68564.
3.3 Amendment to the Code of Regulations of the Company, hereby incorporated by
reference to Exhibit 4.3 of the Company's Registration Statement on Form S-8,
Commission File No. 33-76518.
3.4 Amended and Restated Regulations of the Company, hereby incorporated by
reference to Exhibit 3.4 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
4 Specimen of Stock Certificate, hereby incorporated by reference to Exhibit 4
of the Company's Registration Statement on Form S-1, Commission File No.
33-68564.
10.1 The Predecessor's Amended and Restated 401(k) Profit Sharing Plan, consisting
of a savings plan adoption agreement, savings plan and savings plan trust,
hereby incorporated by reference to Exhibit 10(cc) of the Predecessor's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991.
10.2 Third restated revolving credit loan, swingline loan and standby letter of
credit agreement by and among the Company; Bank One, NA; The Huntington
National Bank; The First National Bank of Chicago; National City Bank;
BankBoston, N.A.; The Fifth Third Bank of Columbus; SunTrust Bank, Central
Florida, N.A. and Bank One, NA, as agent for the banks, dated May 27, 1998,
hereby incorporated by reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
10.3 Fourth restated revolving credit loan, swingline loan and standby letter of
credit agreement by and among the Company; Bank One, NA; The Huntington
National Bank; AmSouth Bank; National City Bank; BankBoston, N.A.; The Fifth
Third Bank of Columbus; Suntrust Bank and Bank One, NA as agent for the banks,
dated
20
21
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------------- ----------
December 31, 1998, hereby incorporated by reference to Exhibit 10.3 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
10.4 First Amendment to Fourth Restated Revolving Credit Loan, Swingline Loan and
Standby Letter of Credit Agreement by and among the Company and M/I Homes,
Inc.; Bank One, NA; The Huntington National Bank; National City Bank;
BankBoston, N.A.; The Fifth Third Bank of Columbus; Suntrust Bank, Central
Florida, N.A.; AmSouth Bank and Bank One, NA as agent for the banks, dated
April 20, 1999, hereby incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
10.5 Fifth Restated Revolving Credit Loan, Swingline Loan and Standby Letter of
Credit Agreement by and among the Company and M/I Homes, Inc., as borrower and
Bank One, NA; The Huntington National Bank; National City Bank; BankBoston,
N.A.; Fifth Third Bank, Central Ohio; Suntrust Bank, Central Florida, N.A.;
AmSouth Bank; Comerica Bank; Firstar Bank, N.A. as Banks and Bank One, NA, as
agent for the Banks, dated November 23, 1999. (Filed herewith.)
10.6 This First Amendment to Fifth Restated Revolving Credit Loan, Swingline Loan
and Standby Letter of Credit Agreement by and among the Company and M/I Homes,
Inc., as borrower and Bank One, NA; The Huntington National Bank; National
City Bank; BankBoston, N.A.; Fifth Third Bank, Central Ohio; Suntrust Bank,
Central Florida, N.A.; AmSouth Bank; Comerica Bank; Firstar Bank, N.A. as
Banks and Bank One, NA, as agent for the Banks, dated February 29, 2000.
(Filed herewith.)
10.7 Promissory Note by and among the Company, M/I Financial Corp. and Bank One,
Columbus, N.A., dated November 5, 1993, hereby incorporated by reference to
Exhibit 19(d) of the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993.
10.8 Revolving Credit Agreement by and among the Company, M/I Financial Corp. and
Bank One, NA dated June 22, 1998, hereby incorporated by reference to Exhibit
10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.
10.9 1993 Stock Incentive Plan of the Company, hereby incorporated by reference to
Exhibit 4.4 of the Company's Registration Statement on Form S-8, Commission
File No. 33-76518.
21
22
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------------- ----------
10.10 M/I Schottenstein Homes, Inc. 1993 Stock Incentive Plan As Amended, dated
April 22, 1999, hereby incorporated by reference to Exhibit 10.4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
10.11 First Amendment to M/I Schottenstein Homes, Inc. 1993 Stock Incentive Plan As
Amended, dated August 11, 1999, hereby incorporated by reference to Exhibit
10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
10.12 Termination Agreement between the Company and parties to the Melvin and Irving
Schottenstein Family Agreement, dated July 31, 1997, hereby incorporated by
reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
10.13 Executive Employment Agreement by and between the Company and Irving E.
Schottenstein dated August 9, 1994, hereby incorporated by reference to
Exhibit 10(c) of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994.
10.14 Company's 1998 President and Senior Executive Vice President Bonus Program,
hereby incorporated by reference to Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998.
10.15 Company's 1998 Senior Vice President and Chief Financial Officer Bonus
Program, hereby incorporated by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
10.16 Company's 1998 Chief Executive Officer Stock Bonus Program, hereby
incorporated by reference to Exhibit 10.13 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998.
10.17 Company's 1998 President, Senior Executive Vice President and Chief Financial
Officer Stock Bonus Program, hereby incorporated by reference to Exhibit 10.14
of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998.
10.18 Company's 1999 Chief Executive Officer Bonus Program, hereby incorporated by
reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
22
23
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------------- ----------
10.19 Company's 1999 President Bonus Program, hereby incorporated by reference to
Exhibit 10.16 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
10.20 Company's 1999 Chief Operating Officer Bonus Program, hereby incorporated by
reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
10.21 Company's 1999 Chief Financial Officer Bonus Program, hereby incorporated by
reference to Exhibit 10.18 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
10.22 Investment Home Compensation Plan dated September 1, 1995, hereby incorporated
by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995.
10.23 Limited Liability Company Agreement of Northeast Office Venture, Limited
Liability Company dated November 17, 1995, hereby incorporated by reference to
Exhibit 10.51 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
10.24 Lease Agreement by and between the Company and Northeast Office Venture,
Limited Liability Company dated November 17, 1995, hereby incorporated by
reference to Exhibit 10.52 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
10.25 Credit Agreement between the Company and BankBoston, N.A., the other parties
which may become lenders and BankBoston, N.A. as agent, dated August 29, 1997,
hereby incorporated by reference to Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997.
10.26 Company's Director Deferred Compensation Plan, hereby incorporated by
reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
10.27 First Amendment to M/I Schottenstein Homes, Inc. Director Deferred
Compensation Plan, dated February 16, 1999, hereby incorporated by reference
to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999.
23
24
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------------- ----------
10.28 Collateral Assignment Split-Dollar Agreement by and among the Company and
Robert H. Schottenstein, and Janice K. Schottenstein, as Trustee of the Robert
H. Schottenstein 1996 Insurance Trust, dated September 24, 1997, hereby
incorporated by reference to Exhibit 10.28 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
10.29 Collateral Assignment Split-Dollar Agreement by and among the Company and
Steven Schottenstein, and Irving E. Schottenstein, as Trustee of the Steven
Schottenstein 1994 Trust, dated September 24, 1997, hereby incorporated by
reference to Exhibit 10.29 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
10.30 Collateral Assignment Split-Dollar Agreement by and among the Company and
Kerrii B. Anderson, and Douglas T. Anderson, as Trustee of the Kerrii B.
Anderson 1997 Irrevocable Life Insurance Trust, dated September 24, 1997,
hereby incorporated by reference to Exhibit 10.30 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
10.31 M/I Schottenstein Homes, Inc. Executive Officer Compensation Plan, hereby
incorporated by reference to the Company's definitive Proxy Statement relating
to the 1999 Annual Meeting of Shareholders.
10.32 M/I Schottenstein Homes, Inc. Executives' Deferred Compensation Plan, hereby
incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.
10.33 Amended and Restated M/I Schottenstein Homes, Inc. Executives' Deferred
Compensation Plan, dated November 16, 1999. (Filed herewith.)
13 Annual Report to Shareholders for the year ended December 31, 1999. (Filed
herewith.)
21 Subsidiaries of Company. (Filed herewith.)
23 Consent of Deloitte & Touche LLP. (Filed herewith.)
24 Powers of Attorney. (Filed herewith.)
27 Financial Data Schedule.
24