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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, 2000
OR
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[_] 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 23, 2001, the aggregate market value of voting common
stock held by non-affiliates of the registrant (4,806,170 shares) was
approximately $127,840,000. The number of shares of common stock of M/I
Schottenstein Homes, Inc. outstanding on February 23, 2001 was 7,532,467.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December 31,
2000 (Part I, II and IV)
Portions of the registrant's Definitive Proxy Statement for the 2001 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
first-time, move-up, empty-nester, and luxury buyer under the M/I Homes and
Showcase Homes trade names. In 1999, the latest year for which information is
available, we were the 16th 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; the Virginia and Maryland suburbs of Washington, D.C., and Phoenix,
Arizona. We currently offer a number of distinct lines of single-family homes
ranging in base sales price from approximately $90,000 to $1,100,000 with an
average sales price in 2000 of $221,000. During the year ended December 31,
2000, we delivered 4,070 homes and had revenues of $935.0 million and net income
of $44.4 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 twelve years. In addition, we are currently one
of the top ten homebuilders in the majority of our other markets and believe we
are well positioned to further penetrate these markets. Our growth strategy
primarily targets increasing our market position in the selected markets in
which we currently operate. With respect to geographical diversification, we
have expanded into new markets by opening new divisions rather than through
acquisitions. Our product lines include four distinct series of homes: the M/I
Homes series ($135,000 - $280,000 base sales price range); Showcase Homes series
($200,000 - $400,000 base sales price range); Horizon series ($90,000 - $205,000
base sales price range) and in Phoenix only, the M/I Custom series ($430,000 -
$1,100,000 base sales price range).
We believe that we distinguish ourselves from competitors by offering
homes in select areas with a high level of design and construction quality
within a given price range, and by providing superior customer service. Offering
homes at a variety of price points allows us to attract a wide range of buyers,
including many 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 success 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 limit
acquisitions to land that is already zoned and serviceable by utilities. We seek
to control a three- to four-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, 2000. At
December 31, 2000, we owned 11,400 lots and controlled an additional 5,400 lots
pursuant to contracts.
Maintain or increase market position in select markets. As the leading
builder of single-family, detached homes in the Columbus market, we seek to
maintain our leading position by continuing to provide high-quality homes and
superior customer service. We also believe there are significant opportunities
to profitably expand in certain of our existing markets, namely Indianapolis,
Cincinnati, Tampa and Charlotte. While our primary growth strategy will focus on
increasing our market position in these four markets, we may, on an
opportunistic basis, 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 range of
functional and innovative designs and involve the homeowner in virtually every
phase of the building process from sale through construction, financing and
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 allow buyers to
visualize options and get assistance with choices. This enhances the selling
process and increases the sale of optional features which typically carry higher
margins. As a result, based on the responses to our customer questionnaire, for
the tenth 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 390
different floor plans and elevations. In addition to providing customers with a
wide variety of choices, we believe we offer a high level of design and
construction quality within each of our price ranges.
Maintain decentralized operations with experienced management. Each of
our markets has unique characteristics and, therefore, is managed locally by
dedicated, on-site personnel. Our managers possess intimate knowledge of their
particular market and are encouraged to be entrepreneurial 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 exclusively under the M/I Homes trade name
in all markets except Columbus where a limited number of our homes are also
marketed under the Showcase Homes trade name. Home sales are conducted by
company-employed sales personnel in on-site sales offices within our furnished
model homes. Each sales consultant is trained and prepared 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 ongoing
training of all sales personnel to assure the highest level of professionalism
and product knowledge. We currently employ more than 125 sales consultants and
operate approximately 160 model homes.
We advertise using newspapers, magazines, direct mail, billboards,
radio and television. The particular marketing mediums used differ from division
to division based upon marketing demographics and other competitive factors. We
have also significantly increased advertising on the world wide web through
expansion of our website 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.
One way that we enhance the selling process is by operating design
centers in the Cincinnati, Columbus, Tampa and Indianapolis markets. These
design centers are staffed with interior design specialists who assist customers
in selecting interior and exterior colors, standard options and upgrades. In our
other markets, this selection process is handled directly by our sales
consultants. We also add to the selling process by offering 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. Title-related services
are provided to purchasers of our homes in the 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 should be approved. However, in certain markets, contracts may be
accepted contingent upon the sale of an existing home and construction may be
authorized through a certain stage prior to satisfaction of that contingency. In
addition, a limited, strictly-controlled number of speculative, or "spec", homes
(i.e., homes started in the absence of an executed contract) may be built to
facilitate delivery of homes on an immediate-need basis and to provide
presentation of new products. Spec homes are released for start only after
approval is given by the respective region president and corporate management.
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Our sales and marketing efforts are further enhanced by our inspection
and warranty programs. Immediately prior to closing and again three months after
a home is delivered, we inspect each home with the customer. We may also provide
a 1-year drywall inspection. 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. We also pass along to our customers all warranties
provided by the 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, 2000, 1999 and 1998.
DESIGN AND CONSTRUCTION
We devote significant resources to the research, design and development
of our homes in order to fulfill the needs of home buyers in all of our markets.
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 390 different floor plans and elevations which are tailored
to meet the requirements of each of our markets.
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 customer 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 in order to understand the
construction of their home and see the quality being built into their home. All
of this is part of our exclusive "confidence builder program" which, consistent
with our business philosophy, is designed to "put the customer first" and
enhance the total home buying 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. The efficiency of the building process is
enhanced by using 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. These agreements are generally short-term, with terms
from six to twelve months, and include or specify a fixed price for labor and
materials. The agreements are structured to provide price protection for a
majority of the higher-cost phases of construction for homes in our Backlog. We
seek to build in large volume to reduce the per unit cost of each 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 separate homebuilding 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 - M/I 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 and 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 strong permit
activity in 2000. Columbus is also the home of The Ohio State University, one of
the largest universities in the world. Since 1994, we have had three separate
operating divisions in Columbus, and for more than ten years we have been the
dominant builder in Columbus. Our market share in Columbus has exceeded 20%
during each of the last six 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 2000, we were ranked the
number one homebuilder in Cincinnati, excluding the portion of the community
market in which we do not participate.
Indianapolis is a growth market noted for its excellent transportation
system and relatively young population. For the seventh 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 4% in 2000.
In 2000, Orlando's economy grew at a healthy pace with job growth
increasing by 3%. Contributing to this growth were improved tourism (both
domestic and foreign) and strong in-migration due primarily to the growing
high-tech sector and thriving film community. Single-family permits exceeded
15,000 in 2000.
Palm Beach County is one of the more affluent markets in the United
States. Job gains of 5% in 2000 were experienced in the construction and service
sectors. Housing activity continued to be stable in 2000 with over 6,000
single-family permits.
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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. In 2000, job gains of 4% were
experienced in the construction and services sectors. Construction activity
continued to be strong in 2000, exceeding 16,000 single-family permits.
The Raleigh-Durham market continues to be strong with state government,
the Research Triangle Park and three major universities contributing to its
significant and stable employment base. Raleigh's economy flourished in 2000
with job growth up 3% and single-family permits reaching 12,000.
The Washington, D.C. metro economy was led in 2000 by job gains in the
construction, technology and service sectors. Housing activity was robust, with
over 29,000 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.
The Phoenix housing market is one of the most active in the United
States, generating over 34,000 single-family permits annually in each of the
last three 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 $90,000 to $1,100,000 and ranging in square footage from
approximately 1,100 to 5,000 square feet. There are more than 390 different
floor plans and elevations across all product lines. By offering a wide range of
homes, we are able to attract first-time, move-up, empty-nester and luxury home
buyers. It is our goal to sell more than one home to our customers and we have
been very successful in this area.
Company wide, we offer four distinct series of homes:
BASE SALES AVERAGE
SERIES PRICE RANGE SQUARE FOOTAGE
-------------------------------- ------------------------ ---------------
Horizon $ 90,000 - $ 205,000 1,600
M/I Homes $135,000 - $ 280,000 2,000
Showcase Homes $200,000 - $ 400,000 2,800
M/I Custom (Phoenix only) $430,000 - $1,100,000 4,000
In addition, we offer a line of attached townhomes exclusively in the
Maryland and Virginia markets. These townhomes range from 1,800 to 3,300 square
feet of living space.
In each of our home lines, 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. At the
present time, approximately 70% of our lots are internally developed. We seek to
limit our investment in undeveloped land and lots to the amount reasonably
expected
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to be sold in the next three to four years. Although we purchase land and engage
in land development activities primarily for the purpose of furthering our
homebuilding activities, we have, on a very select basis, 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, market analysis, 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 land joint ventures. At December 31,
2000, we had interests varying from 33% to 50% in each of 27 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. These joint ventures and LLCs are equity
financed except where seller financing is available on attractive terms.
During the 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, 2000, $15.0 million of letters of
credit were outstanding for these purposes, as well as $18.8 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, 2000, we had
3,755 developed lots and 1,060 lots under development in inventory. We also
owned raw land expected to be developed into approximately 5,020 lots.
In addition, at December 31, 2000, our interest in lots held by joint
ventures and LLCs consisted of 5 developed lots, 255 lots under development, and
raw land zoned for 1,305 lots. It is anticipated that some of the lots owned
will be sold to others.
At December 31, 2000, we had options and purchase contracts expiring
over the next 5 years, to acquire 1,600 developed lots and land to be developed
into approximately 3,800 lots, for a total of 5,400 lots, with an aggregate
current purchase price of approximately $132.0 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 following table sets forth our land position in lots (including our
interest in joint ventures and LLCs) at December 31, 2000:
Owned Lots
-----------------------------------------------
Under To Be Total Lots under
State Developed Development Developed Owned Option Total
------------------------------------------------------------------------------------------------------
Ohio and Indiana 2,425 725 5,085 8,235 3,730 11,965
Florida 720 295 630 1,645 810 2,455
North Carolina, Virginia
Maryland and Phoenix 615 295 610 1,520 860 2,380
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Total 3,760 1,315 6,325 11,400 5,400 16,800
=====================================================================================================
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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 3,671 Homes Delivered in 2000 in the markets in which M/I
Financial operates, M/I Financial provided financing for 3,218 of these homes
representing approximately $536.7 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, 2000, we had
approximately $15.3 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.
In 1996, we entered into a joint venture to provide title services in
the Columbus and Indianapolis 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. In each of our
markets, we compete 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, there is competition with the resale market for existing homes.
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. These regulations affect construction activities, including types of
construction materials which may be used, certain aspects of building design,
sales activities and dealings with consumers. We are required to obtain
licenses, permits and approvals from various governmental authorities for
development activities. In many areas, we
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are subject to local regulations which impose restrictive zoning and density
requirements in order to limit the number of homes within the boundaries of a
particular locality. We strive to reduce the risks of restrictive zoning and
density requirements by using contingent land purchase contracts which state
that land must meet various requirements, including zoning, prior to our
purchase.
Development may be subject to periodic delays or precluded entirely 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. The
moratoriums we have experienced 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 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.
Additional requirements may be imposed on homebuilders and developers
in the future which could have a significant impact on us and the industry.
Although we cannot predict the effect, 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 may be beyond our control.
EMPLOYEES
At February 16, 2001, we employed 950 people (including part-time
employees), of which 260 were employed in sales, 400 in construction and 290 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 Note 2 to the Consolidated
Financial Statements.
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 2000, no matters were submitted to a vote
of security holders.
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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,
2000.
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,
2000.
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,
2000.
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,
2000.
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,
2000.
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, 2000 and 1999.
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 2001Annual 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 2001 Annual Meeting
of Shareholders.
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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 2001 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 2001 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, 2000 and 1999
Consolidated Statements of Income - Years Ended December 31, 2000, 1999
and 1998
Consolidated Statements of Shareholders' Equity - Years Ended December
31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - Years Ended December 31, 2000,
1999 and 1998
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. Page
----
Independent Auditors' Report on financial statement schedules................................... 18
For the Years ended December 31, 2000, 1999 and 1998:
Schedule II - Valuation and Qualifying Accounts ............................................. 19
All other schedules have been omitted because the required information
is included in the consolidated financial statements or notes thereto,
the amounts involved are not significant or the required matter is not
present.
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 From 10-K for
the fiscal year ended December 31, 2000.
11
12
Exhibit Number Description
- -------------- -----------------------------------------------------
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 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.
10.3 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, hereby incorporated by reference to Exhibit
10.5 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
10.4 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, hereby
incorporated by reference to Exhibit 10.6 of the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
12
13
Exhibit Number Description
- -------------- -----------------------------------------------------
10.5 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; Suntrust Bank;
Firstar Bank, NA; AmSouth Bank; Fifth Third Bank,
Central Ohio; Comercia Bank; Fleet National Bank; and
PNC Bank, National Association as Banks and Bank One,
NA, as Agent for the banks and Banc One Capital
Markets, as Lead Arranger and Book Manager dated
August 23, 2000, hereby incorporated by reference to
Exhibit 10.1 on the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
13
14
Exhibit Number Description
- -------------- -----------------------------------------------------
10.15 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.
10.16 Company's 2000 Chief Executive Officer 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, 2000.
10.17 Company's 2000 President 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, 2000.
10.18 Company's 2000 Chief Operating Officer Bonus Program,
hereby incorporated by reference to Exhibit 10.4 of
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
10.19 Company's 2000 Chief Financial Officer Bonus Program,
hereby incorporated by reference to Exhibit 10.5 of
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
10.20 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.
10.21 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.
10.22 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.
10.23 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.
10.24 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.
14
15
Exhibit Number Description
- -------------- -----------------------------------------------------
10.25 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.
10.26 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.
10.27 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.
10.28 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.
10.29 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.
10.30 Amended and Restated M/I Schottenstein Homes, Inc.
Executives' Deferred Compensation Plan, dated April
19, 2000, hereby incorporated by reference to Exhibit
10.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.
11 Earnings Per Share Calculations. (Filed herewith.)
13 Annual Report to Shareholders for the year ended
December 31, 2000. (Filed herewith.)
21 Subsidiaries of Company. (Filed herewith.)
23 Consent of Deloitte & Touche LLP. (Filed herewith.)
24 Powers of Attorney. (Filed herewith.)
(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).
15
16
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
27th day of March 2001.
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 27th day of March 2001.
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/ PHILLIP G. CREEK
- ----------------------------------------- --------------------------------------------------
Steven Schottenstein Phillip G. Creek
Chief Operating Officer and Director Senior Vice President, Treasurer and
Chief Financial Officer
(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 * KERRII B. ANDERSON*
- ----------------------------------------- --------------------------------------------------
Thomas D. Igoe Kerrii B. Anderson
Director Director
* The above-named Directors and Officers of the Registrant execute this report
by Robert H. Schottenstein and Phillip G. Creek, 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/ PHILLIP G. CREEK
--------------------------------------------
Phillip G. Creek, Attorney-in-Fact
16
17
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Directors 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, 2000 and 1999, and for each
of the three years in the period ended December 31, 2000, and have issued our
report thereon dated February 16, 2001; such consolidated financial statements
and report are included in your 2000 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedules of M/I Schottenstein Homes, Inc. and its
subsidiaries, listed in Item 14. These financial statement schedules are 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 schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche LLP
- -------------------------------
Deloitte & Touche LLP
Columbus, Ohio
February 16, 2001
17
18
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, 2000 $ 6,967,000 $ 1,322,000 $ 789,000 $ 7,500,000
=========== =========== =========== ===========
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
=========== =========== =========== ===========
(1) Represents write-downs of investment in single-family lots, land
and land development costs.
18
19
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 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.
19
20
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------- ------------
10.3 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, hereby incorporated by reference to Exhibit
10.5 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
10.4 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, hereby
incorporated by reference to Exhibit 10.6 of the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
10.5 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; Suntrust Bank;
Firstar Bank, NA; AmSouth Bank; Fifth Third Bank,
Central Ohio; Comercia Bank; Fleet National Bank; and
PNC Bank, National Association as Banks and Bank One,
NA, as Agent for the banks and Banc One Capital
Markets, as Lead Arranger and Book Manager dated
August 23, 2000, hereby incorporated by reference to
Exhibit 10.01 of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000.
10.6 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.
10.7 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.
10.8 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.
20
21
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------- ------------
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 Company's 2000 Chief Executive Officer 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, 2000.
10.17 Company's 2000 President 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, 2000.
21
22
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------- ----------
10.18 Company's 2000 Chief Operating Officer Bonus Program,
hereby incorporated by reference to Exhibit 10.4 of
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
10.19 Company's 2000 Chief Financial Officer Bonus Program,
hereby incorporated by reference to Exhibit 10.5 of
the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
10.20 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.
10.21 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.
10.22 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.
10.23 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.
10.24 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.
10.25 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.
22
23
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------- -------------
10.26 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.
10.27 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.
10.28 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.
10.29 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.
10.30 Amended and Restated M/I Schottenstein Homes, Inc.
Executives' Deferred Compensation Plan, dated
November 16, 1999, hereby incorporated by reference
to Exhibit 10.33 of the Company's Annual, hereby
incorporated by reference to Exhibit 10.33 of the
Company's Annual Report on Form 10-K for the year
ended December 31, 1999
10.31 Amended and Restated M/I Schottenstein Homes, Inc.
Executives' Deferred Compensation Plan, dated April
19, 2000, hereby incorporated by reference to Exhibit
10.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.
11 Earnings Per Share Calculations. (Filed herewith.)
13 Annual Report to Shareholders for the year ended
December 31, 2000. (Filed herewith.)
23
24
Exhibit Number Description Page No.
- -------------- ---------------------------------------------------------------------- -------------
21 Subsidiaries of Company. (Filed herewith.)
23 Consent of Deloitte & Touche LLP. (Filed herewith.)
24 Powers of Attorney. (Filed herewith.)
24