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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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to __________________
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 March 2, 1998, the aggregate market value of voting common stock
held by non-affiliates of the registrant (4,823,261 shares) was approximately
$108,825,000. The number of shares of common stock of M/I Schottenstein Homes,
Inc., outstanding on March 2, 1998 was 7,602,161.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended December 31,
1997 (Part I, II and IV) Portions of the registrant's Definitive Proxy Statement
for the 1998 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. was reincorporated in Ohio in 1993. Prior
to that date, the Company was a Delaware Corporation. M/I Schottenstein Homes,
Inc. was incorporated, through predecessor entities, in 1973 and commenced its
homebuilding activities in 1976. M/I Schottenstein Homes, Inc. and its
subsidiaries (the "Company") is one of the nation's leading homebuilders. The
Company constructs and sells single-family homes to the entry level, move-up and
empty nester buyer under the Horizon, M/I Homes and Showcase Homes tradenames.
In 1996, the latest year for which information is available, the Company was the
fourteenth largest U.S. single-family homebuilder (based on total revenue) as
ranked by Builder Magazine. The Company sells its homes 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, recently, Phoenix, Arizona. The Company currently offers
seven distinct lines of single-family homes ranging in base sales price from
approximately $80,000 to $860,000 with an average sales price in 1997 of
$183,000. During the year ended December 31, 1997, the Company delivered 3,152
homes and had revenues of $614.0 million and net income of $17.4 million, the
highest in the Company's history.
The Company is the leading homebuilder in the Columbus, Ohio market and
has been the number one builder of single-family detached homes in this market
for each of the past nine years. In addition, the Company is currently one of
the top ten homebuilders in each of its Ohio, Florida, Indiana and North
Carolina markets and believes it is well positioned to further penetrate these
and its other markets. The Company's growth strategy targets both product line
expansion and geographical diversification. With respect to geographical
diversification, the Company has expanded into new markets through the opening
of new divisions rather than through acquisitions. To complement its M/I Homes
($120,000 - $230,000 base sales price range) and Showcase Homes ($180,000 -
$340,000 base sales price range) lines, the affordably priced Horizon line
($95,000 - $145,000 base sales price range), which appeals to the first time
home buyer, was introduced to the Columbus market in 1993 and has been very
successful. The Company has expanded this entry level product into a majority of
its other markets.
The Company believes it distinguishes itself from competitors by
offering homes located in selective areas that have a higher level of design and
construction quality within a given price range and by providing superior
customer service. The Company also believes that by offering homes at a variety
of price points, it attracts a wide range of buyers, many of whom were previous
Horizon, M/I or Showcase homeowners. The Company supports its homebuilding
operations by providing mortgage financing services through M/I Financial, and
also provides title-related services through joint ventures.
The Company's business strategy emphasizes the following key
objectives:
Focus on profitability. The Company focuses on improving profitability
while maintaining the high quality of both its homes and its customer service.
The Company focuses on gross margins by stressing the features, benefits,
quality and design of its homes in the sale process and by minimizing
speculative building. The Company also value engineers its homes by working with
its subcontractors and suppliers to provide attractive home features while
minimizing raw material and construction costs.
Maintain conservative and selective land policies. The Company's
profitability is largely dependent on the quality of its subdivision locations;
therefore, the Company focuses on locating and controlling land in the most
desirable areas of its markets. The Company is very conservative in its land
acquisition policies and only purchases land already zoned and serviceable by
utilities. The Company seeks to control a three- to five-year supply of land in
each of its markets. The Company believes its expertise in developing land gives
the Company a competitive advantage in controlling attractive locations at
competitive costs, and, as a result, developed approximately 50% of its
communities as of December 31, 1997. At December 31, 1997, the company owned
6,835 lots and controlled an additional 9,187 lots pursuant to contracts.
Maintain or increase market position in current markets. The Company
has been the leading builder of single-family detached homes in the Columbus
market for the last nine years. The Company seeks to maintain its leading
position by continuing to provide high quality homes and superior customer
service. The Company believes there are
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significant opportunities to profitably expand in each of its other markets, by
increasing its 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 the Company's historical success. In
addition, the Company continues to explore expanding into new markets through
either internal growth (such as the expansion into Phoenix, Arizona late in
1996) or acquisitions.
Provide superior customer service. The overriding Company philosophy is
to provide superior service to its customers. The Company offers a wide array of
functional and innovative designs and involves the customer in virtually every
phase of its operations from the selling process through construction, closing
and service after delivery. The Company's selling process focuses on the homes'
features, benefits, quality and design as opposed to merely price and square
footage. In certain markets, the Company utilizes design centers to enhance the
selling process and increase the sale of optional features which typically carry
higher margins. In addition, the Company assists many of its customers with
financing and provides attractive warranties. As a result, based on the
responses to the Company's customer questionnaire, for the seventh year in a
row, more than 95% of the Company's customers would recommend the Company to a
potential buyer.
Offer product breadth and innovative design. The Company devotes
significant resources to the research and design of its homes to better meet the
needs of its customers. The Company offers seven distinct product lines and more
than 300 different floor plans and elevations. In addition to providing
customers with a wide variety of choices, the Company believes it offers a
higher level of design and construction quality within a given price range. In
addition, the Company has introduced and utilized innovative design concepts,
such as themed communities, rear garages and rear alley access.
Maintain decentralized operations with experienced management. The
Company believes that each of its markets has unique characteristics and,
therefore, is managed locally with dedicated, on-site management personnel. The
Company's managers possess intimate knowledge of their particular market and are
encouraged to be entrepreneurial in order to best meet the needs of such market.
The Company's incentive compensation structure rewards each manager based on
financial performance, income growth and customer satisfaction.
SALES AND MARKETING
The Company markets and sells its homes under the Horizon, M/I and
Showcase tradenames. Home sales are conducted from on-site sales offices in
furnished model homes by the Company's own sales personnel. Each sales
consultant is trained and equipped to fully explain the features and benefits of
the Company's 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 paid to the training and re-training of
all sales personnel to assure the highest levels of professionalism and product
knowledge. Overall, the Company currently employs more than 136 sales
consultants and operates approximately 150 model homes.
The Company advertises in newspapers and magazines, by direct mail, on
billboards and on radio and television, although the particular marketing medium
used differs from division to division based upon marketing demographics and
other competitive factors. In addition, the Company welcomes independent broker
participation and, from time to time, utilizes various promotions and sales
incentives to attract interest from these brokers. The Company's commitment to
quality design and construction and reputation for customer service has resulted
in a strong referral base and a significant number of repeat buyers.
To enhance the selling process, the Company operates design centers in
the Cincinnati, Columbus, and most recently, Tampa 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 its
other markets, the color selection and option/upgrade process is handled
directly by the Company's sales consultants. The Company also offers financing
to its customers through its wholly-owned subsidiary, M/I Financial, which now
has branches in all markets in which the Company operates except Virginia,
Maryland and Phoenix. M/I Financial originates loans primarily for purchasers of
the Company's homes. The loans are then sold, along with the majority of the
servicing rights, to outside mortgage lenders.
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The Company generally does not commence construction of its homes until
it obtains a sales contract and preliminary oral advice from the customer's
lender that financing will be approved. However, in certain markets, contracts
are sometimes 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 divisions, a limited, strictly controlled
number of "spec" homes (i.e., homes started in the absence of an executed
contract) are built in order to permit construction and delivery of homes on an
immediate-need basis and to provide presentation of new products. In determining
the number of spec homes to be started, the Company has traditionally adopted
what it believes to be a very conservative approach, with the unit number
determined after consultation with the respective region and division
presidents.
The Company's sales and marketing efforts are further enhanced by the
Company's inspection and warranty programs. Through these programs, the Company
offers a 2-year limited warranty on materials and workmanship and a 20-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 three months after a home is delivered, the
Company inspects each home with the customer to determine if any repairs are
required. At the customer's written request, the Company will also provide a
free 1-year inspection and again make any necessary repairs. The Company also
passes along to its customers all warranties provided by manufacturers or
suppliers of components installed in each home. The Company's warranty expense
was approximately 1.0% of total costs and expenses for each of the years ended
December 31, 1997, 1996 and 1995.
DESIGN AND CONSTRUCTION
The Company devotes significant resources to the research, design and
development of its homes in order to better meet the needs of the various home
buyers in housing markets in which the Company operates. Virtually all of the
Company's floor plans and elevations are designed by an experienced, in-house
staff of qualified professionals using modern computer-aided design technology.
The Company offers more than 300 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
the Company. Customers are introduced to their construction supervisor prior to
commencement of home construction at a pre-construction "buyer/builder"
conference. In addition to introducing customers to their construction
supervisor, the purpose of this conference is to review with the customers the
home plans and all relevant construction details and to explain the construction
process and schedule to the customers. Every customer is given a hard hat at the
"buyer/builder" conference as an open invitation to visit the site at any time
during the course of construction. The Company wants customers to become
involved, to better understand the construction of their home and to see the
quality being built into their home. All of this is part of the Company's
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, the Company limits the
use of pre-assembled building components and pre-fabricated structural
assemblies. The efficiency of the building process is enhanced by the Company's
use of standardized materials available from a variety of sources. The Company
has, from time to time, experienced construction delays due to shortages of
materials or subcontractors. Such construction delays may, in turn, delay the
delivery of homes, thereby extending the period of time between the signing of a
purchase contract with respect to a home and the receipt of revenue by the
Company; however, the Company cannot predict the extent to which shortages of
necessary materials or labor may occur in the future. The Company employs
independent subcontractors for the installation of site improvements and the
construction of its homes. Subcontractors are supervised by the Company's
on-site construction supervisors. All subcontractor work is performed pursuant
to written agreements with the Company. Such agreements are generally
short-term, with terms from six to twelve months, provide for a fixed price for
labor and materials and are structured to allow for price protection for the
Company's Backlog. The Company seeks to build in large volume to reduce the per
unit cost of the homes which it sells due to advantages achieved by lower unit
prices paid to subcontractors for labor and materials.
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MARKETS
The Company's operations are organized into geographic regions in order
to maximize management and operating efficiencies. Each geographic region is
comprised of one or more operating divisions in a particular major metropolitan
area. The Company's present divisional operating structure is as follows:
Year
Operations
Region 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
Ohio and Indiana Region. The Company began its operations in the
Columbus, Ohio market in 1976 and expanded into both Cincinnati, Ohio and
Indianapolis, Indiana in 1988. These markets accounted for approximately 60% of
the Company's deliveries in 1997.
Columbus is the capital of Ohio, with federal, state and local
governments providing significant and stable employment. Columbus has been a
stable market with diverse economic and employment bases. In 1997, Columbus'
unemployment rate was approximately 3%, significantly below the national rate of
5.4%. Columbus is also the home of The Ohio State University, one of the largest
universities in the world, with an annual budget exceeding $1 billion. The
Company offers all product lines in Columbus, with base sales prices ranging
from approximately $95,000 to $340,000 through three operating divisions. The
Company is the leading homebuilder in Columbus, having built and delivered more
single-family detached homes in this market than any other homebuilder during
each of the last nine years. In 1997, the Company had approximately a 22% market
share in the Columbus market.
Cincinnati, like Columbus, is characterized by both a stable economic
environment and a diverse employment base. Employers include Proctor & Gamble,
Kroger and General Electric. Also, the Cincinnati International Airport serves
as a regional hub for Delta Airlines. The Company continues to expand its
Horizon product line in this market and focuses on more affordable communities.
In 1997, the Company was ranked the number two homebuilder in Cincinnati,
excluding the Northern Kentucky market in which the Company does not
participate.
Indianapolis is a growth market noted for its excellent transportation
system and relatively young population. 1997 was the sixth consecutive year of
record single-family housing permits, due in part to the low unemployment rate
of 3%. A large aircraft maintenance hub for United Airlines and a $62 million
express mail sorting facility for the U.S. Postal Service have recently begun
operations in Indianapolis. The Company continues to expand its Horizon product
line in this market by introducing 40 foot lots. The Company continues to focus
on premier locations with more affordable price points.
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Florida Region. The Company entered the Florida market in 1981, when it
opened its Tampa division. In 1984, the Company opened additional divisions in
Orlando and Palm Beach County. In 1997, home deliveries in this region
represented approximately 20% of the Company's total deliveries.
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;
1997 employment levels increased by 4%. Market-specific products, including the
Horizon series, have been very successful for the Company in Tampa.
In 1997, Orlando's economy grew at a healthy pace, with job growth
increasing by 5%. Growth was led by improved tourism (both domestic and
foreign), strong in-migration and business expansion/relocation due primarily to
lower business costs. Substantial employment growth in the tourism industry is
expected to continue.
Palm Beach County is one of the more affluent markets in the United
States. Recent job gains have been experienced in the construction, wholesale
trade and service sectors. Population growth in the 1990s has been at a rate of
twice the national average. The Company is concentrating on offering a good mix
of product, for both the first-time and move-up home buyer.
The North Carolina and Metropolitan Washington, D.C. Region. In 1985,
the Company entered Charlotte and a year later began building in Raleigh-Durham.
In 1991, the Company expanded into both Virginia and Maryland. In 1997, these
markets represented approximately 20% of the Company's total deliveries.
Charlotte, which is home to fast-growing firms in the banking industry,
continues to prosper as a financial center. The Company expects this market to
continue to gain administrative and back-office jobs as these firms pursue
growth outside the region. In addition, Charlotte is establishing itself as a
transportation hub with its manufacturing base. Due to this strong industry
presence and the addition of professional sports teams, Charlotte is ranked at
an above average level for long-term employment growth.
Raleigh-Durham is well 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. The Company expects the
housing market in this area to continue to exhibit strong growth.
The Company believes that the Washington, D.C. market will remain very
competitive. Historically, the Washington, D.C. region has been dominated by
Federal Government employment. However, there has been an increasing trend
toward private sector jobs, especially in the high-technology area. The
Company's current operations in the Washington, D.C. region are located
primarily in Fairfax, Prince William and Loudoun Counties in Virginia and Prince
Georges, Montgomery and Anne Arundel Counties in Maryland. The Company will
continue to focus on geographic, product and pricing niches in this market.
The Arizona Region. The Company entered the Phoenix market in November
1996. The Phoenix housing market is one of the most active in the United States,
generating over 25,000 permits annually in each of the last four years. Phoenix
is a national leader in employment growth and has a very diverse economy.
Additionally, in 1997, the Phoenix metropolitan area's unemployment rate was
2.4%. As commonly occurs in the homebuilding industry, it has been the Company's
experience that it incurs losses in a new market, as it expenses all start-up
costs. In 1997, the Company incurred a $1.4 million loss in its Phoenix
division.
PRODUCT LINES
The Company, on a regional basis, offers homes ranging in base sales
price from approximately $80,000 to $860,000 and ranging in square footage from
approximately 1,100 to 4,700 square feet. There are more than 300 different
floor plans and elevations across all product lines. By offering a wide range of
homes, the Company is able to attract first-time home buyers, move-up home
buyers and empty nesters. It is a Company goal to sell more than one home to our
customers.
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In the Columbus market, which is the Company's largest market, the
Company offers all of its seven distinct product lines. In addition, the Company
offers a select number of its product lines in its 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
PRODUCT LINE PRICE RANGE SQUARE FOOTAGE
------------ ----------- --------------
Horizon $95,000 - $145,000 1,400
M/I Homes
Heritage $120,000 - $170,000 1,500
Hallmark $145,000 - $210,000 2,000
Lakes of Powell $175,000 - $220,000 2,200
Regency $170,000 - $230,000 2,450
Showcase Homes
Signature $220,000 - $275,000 2,500
Hampsted $180,000 - $340,000 2,600
Classic $250,000 - $340,000 2,800
In addition, the Company offers a line of attached townhomes in the
Maryland and Virginia markets. These homes are marketed primarily to first-time
buyers and range from 1,600 to 2,300 square feet of living space. These homes
utilize wood frame construction and feature aluminum exteriors with brick
fronts. In Maryland, Virginia and Phoenix, the Company offers homes with up to
4,700 square feet of living space for base sales prices ranging up to $860,000.
In each of the Company's lines of homes, certain options are available
to the purchaser for an additional charge. Major options include fireplaces,
additional bathrooms, and higher quality carpeting, cabinets and appliances. The
options typically are more numerous and significant on the more expensive homes.
In offering its various products, the Company attempts to maintain substantially
the same ratio of revenue to costs and expenses for each of its product lines.
LAND DEVELOPMENT ACTIVITIES
The Company's land development activities and land holdings have
increased significantly in the past few years, and are expected to continue to
increase. The Company continues to purchase lots from outside developers under
option contracts, when possible, to limit the Company's risk; however, the
Company continues to evaluate all of its alternatives to satisfy its need for
lots in the most cost effective manner. The Company develops its own lots when
it can gain a competitive advantage by doing so or when shortages of qualified
land developers make it impractical to purchase the required lots from outside
sources. The Company seeks to limit its investment in undeveloped land and lots
to the amount reasonably expected to be sold in the next three to five years.
Although the Company purchases land and engages in land development activities
primarily for the purpose of furthering its own homebuilding activities, in
certain markets, the Company has developed land with the intention of selling a
portion of the lots to outside homebuilders.
To limit the risk involved in the development of raw land, the Company
has primarily acquired land through the use of contingent purchase contracts.
These contracts require the approval of the Company's land committee. These
contracts condition the Company's obligation to purchase land upon the Company's
review and 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 does the Company make a
commitment to purchase undeveloped land. To further reduce its risk when
evaluating the acquisition of raw land, the Company generally does not commence
development and engineering plans or surveys until all necessary zoning
approvals are obtained.
The Company from time to time enters into joint ventures, generally
with other homebuilders. At December 31, 1997, the Company had interests varying
from 33% to 50% in each of 16 joint ventures and 11 limited
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liability companies ("LLCs"). These joint ventures and LLCs develop land into
lots and, generally, the Company receives its 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 performed by the managing partner or manager in addition to
its percentage interest as a partner in the profits of the joint venture or LLC.
The Company currently is responsible for the management of 6 of these 16 joint
ventures and 6 of the 11 LLCs. These joint ventures and LLCs are equity
financed, except where seller financing is available on attractive terms.
During the development of lots and land, the Company is required by
some municipalities and other governmental authorities to provide completion
bonds for sewer, streets and other improvements. The Company generally provides
letters of credit in lieu of these completion bonds. At December 31, 1997, $9.6
million of letters of credit were outstanding for these purposes, as well as
$10.2 million of completion bonds.
AVAILABLE LOTS AND LAND
The Company seeks to balance the economic risk of owning lots and land
with the necessity of having lots available for its homes. At December 31, 1997,
the Company had in inventory 1,947 developed lots and 1,896 lots under
development. The Company also owned raw land expected to be developed into
approximately 1,644 lots.
In addition, at December 31, 1997, the Company's interest in lots held
by its joint ventures and LLCs consisted of 41 developed lots and 392 lots under
development. The Company also owns interests in raw land held by its joint
ventures and LLCs zoned for 915 lots. It is anticipated that some of the lots
owned by the Company and the joint ventures and LLCs will be sold to others.
At December 31, 1997, the Company had options and purchase contracts,
which expire over the next 5 years, to acquire 3,008 developed lots and land to
be developed into approximately 6,179 lots, for a total of 9,187 lots, with an
aggregate current purchase price of approximately $166.4 million. Purchase of
these properties is contingent upon satisfaction of certain requirements by the
Company and the sellers, such as zoning approval. The majority of these lot
purchase agreements provide for periodic escalation of the purchase price which,
the Company believes, reflects the developers' carrying cost of the lots. The
following table sets forth the Company's land position in lots (including the
Company's interest in joint ventures) by region in which the Company operated at
December 31, 1997:
OWNED LOTS
-------------------------------------
Under To Be Lots under
Region Developed Development Developed Option Total
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Ohio and Indiana 1,096 743 1,881 6,767 10,487
Florida 461 136 286 1,278 2,161
Carolina 207 61 140 752 1,160
Washington, D.C. and Phoenix 224 1,348 252 390 2,214
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Total 1,988 2,288 2,559 9,187 16,022
============================================================================================
FINANCIAL SERVICES
Through its wholly-owned subsidiary, M/I Financial, the Company offers
fixed and adjustable rate mortgage loans, primarily to buyers of the Company's
homes. M/I Financial has branches in all of the Company's housing markets, with
the exception of Virginia, Maryland and Arizona. Of the 2,917 Homes Delivered in
1997 in the markets in which M/I Financial operates, M/I Financial provided
financing for 2,365 of these homes representing approximately $340.6 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. However, in an effort to minimize the risk of financing activities, M/I
Financial generally sells the loans it originates to the secondary market which
provides the funding within
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several days thereafter. The Company retains a small servicing portfolio which
it currently sub-services with a financial institution.
At December 31, 1997, the Company was committed to fund $85.4 million
in mortgage loans to home buyers. Of this total, approximately $27.3 million
were adjustable rate loans and $58.1 million were fixed rate loan commitments.
The loans are granted at current market interest rates and the rate is
guaranteed through the transfer of the title of the home to the buyer. The
Company uses hedging methods to reduce its exposure to interest rate
fluctuations between the commitment date of the loan and the time the home
closes.
One of the methods the Company uses to hedge the interest rate risk
relative to unclosed loans is to purchase 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 the Company determines that
it will be unable to use the entire commitment prior to its expiration date. At
December 31, 1997, the Company had approximately $33.3 million of commitments to
deliver mortgage loans to outside investors.
Another method utilized by the Company to hedge its interest rate risk
is the use of forward sales of mortgage-backed securities whereby the Company
agrees 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 of the Company. 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.
At December 31, 1997, these agreements matured within 90 to 120 days. Securities
under forward sales agreements averaged approximately $37.3 million during 1997
and the maximum amount outstanding at any month end during 1997 was $49.0
million, the balance at December 31, 1997. Hedging gains of $1.4 million were
deferred at year end as the mortgage loans and commitment contracts qualified
for hedge accounting.
To reduce the credit risk associated with accounting losses, which
would be recognized if the counterparties failed completely to perform as
contracted, the Company limits the entities that management can enter into a
commitment with 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 the Company committed to 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, the Company entered into a joint venture to provide title
insurance in the Indianapolis and Columbus markets. In 1997, a similar joint
venture was formed in the Tampa and Orlando markets. The Company plans to expand
its title-related services by entering the Cincinnati market in 1998.
COMPETITION
The homebuilding industry is highly competitive. The Company competes
in each of its local market areas with numerous national, regional and local
homebuilders, some of which have greater financial, marketing, land acquisition
and sales resources than the Company. Builders of new homes compete not only for
home buyers, but also for desirable properties, financing, raw materials and
skilled subcontractors. The Company also competes with the resale market for
existing homes which provides certain attractions for home buyers over building
a new home.
9
10
REGULATION AND ENVIRONMENTAL MATTERS
The homebuilding industry, including the Company, 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. Such 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. The Company also must obtain
certain licenses, permits and approvals from various governmental authorities
for its development activities. In many areas, the Company is 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. The
Company seeks to reduce the risk from restrictive zoning and density
requirements by the use of contingent land purchase contracts which require that
the land to be purchased by the Company meet various requirements, including
zoning.
The Company may be subject to periodic delays or may be precluded
entirely from developing projects due to building moratoriums, particularly in
Florida. Generally, such moratoriums relate to insufficient water or sewage
facilities or inadequate road capacity within specific market areas or
subdivisions. Moratoriums experienced by the Company have not been of long
duration and have not had a material effect on the Company's business.
Each of the states in which the Company operates has adopted a wide
variety of environmental protection laws. These laws generally regulate
developments 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.
Increasingly stringent requirements may be imposed on homebuilders and
developers in the future which may have a significant impact on the Company and
the industry. Although the Company cannot predict the effect of these
requirements, such requirements could result in time-consuming and expensive
compliance programs. In addition, the continued effectiveness of licenses or
permits already granted or development approvals already obtained is dependent
upon many factors, some of which are beyond the Company's control.
EMPLOYEES
At March 2, 1998, the Company employed 758 people (including part-time
employees), of which 202 were employed in sales, 304 in construction and 252 in
management, administrative and clerical positions. The Company considers its
employee relations to be excellent. No employees are represented by a collective
bargaining agreement.
ITEM 2. PROPERTIES
The Company leases all of its offices, including the corporate and
division locations. The Company leases a portion of its office space from a
limited liability company in which the Company has a minority equity interest.
See Notes 2, 5 and 9 to the Consolidated Financial Statements.
Due to the nature of the Company's 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
The Company is involved in routine litigation incidental to its
business. Management does not believe that any of this litigation is material to
the financial statements of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 1997, no matters were submitted to a vote
of security holders.
10
11
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 the Company's Annual Report to Shareholders for the year ended
December 31, 1997.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by
reference from the Company's Annual Report to Shareholders for the year ended
December 31, 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information required by this item is incorporated herein by
reference from the Company's Annual Report to Shareholders for the year ended
December 31, 1997.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by
reference from the Company's Annual Report to Shareholders for the year ended
December 31, 1997.
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, 1997 and 1996.
11
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated herein by
reference to the Company's definitive proxy statement relating to the 1998
Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the Company's definitive proxy statement relating to the 1998
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 the Company's definitive proxy statement relating to the 1998
Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the Company's definitive proxy statement relating to the 1998
Annual Meeting of Shareholders.
12
13
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, 1997 and 1996
Consolidated Statements of Income - Years Ended December 31, 1997, 1996
and 1995
Consolidated Statements of Stockholders' Equity - Years Ended December
31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows - Years Ended December 31, 1997,
1996 and 1995
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. Page
----
Independent Auditors' Report on financial statement schedules...... 19
For the Years ended December 31, 1997, 1996 and 1995:
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.
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.
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.
13
14
Exhibit Number Description
- -------------- -----------
10.1 Executive Deferred Compensation Plan, hereby
incorporated by reference to Exhibit 10(e) of the
Predecessor's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989.
10.2 Amendments to the Predecessor's Executive
Deferred Compensation Plan dated March 29, 1991 and
June 24, 1992, hereby incorporated by reference to
Exhibit 19(a) of the Predecessor's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992.
10.3 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.
10.4 P.L. 1992 Limited Partnership Certificate and
Agreement of Limited Partnership dated March 25, 1992,
hereby incorporated by reference to Exhibit 10(vv) of
the Predecessor's Registration Statement on Form S-4,
Commission File No. 33-44914.
10.5 Cascades 1992 Limited Partnership Certificate and
Agreement of Limited Partnership dated July 20, 1992,
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, 1992.
10.6 Second restated revolving credit loan and standby
letter of credit agreement by and among the Company;
Bank One, Columbus, N.A.; The Huntington National
Bank; The First National Bank of Chicago; National
City Bank of Columbus; The First National Bank of
Boston; The Fifth Third Bank of Columbus and Bank One,
Columbus, N.A., as agent for the banks, dated December
30, 1996, hereby incorporated by reference to Exhibit
10.12 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
10.7 Consent to the creation of wholly-owned subsidiaries
of the Company and to the amendment of the note
purchase agreement pursuant to, and first amendment
to, second restated revolving credit loan and standby
letter of credit agreement by and among the Company;
Bank One, Columbus, N.A.; The Huntington National
Bank; The First National Bank of Chicago; National
City Bank of Columbus; The First National Bank of
Boston; The Fifth Third Bank of Columbus and Bank One,
Columbus, N.A., as agent for the banks, dated March
14, 1997, hereby incorporated by reference to Exhibit
10.13 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
10.8 Second Amendment to second restated revolving
credit loan and standby letter of credit agreement by
and among the Company; Bank One, Columbus, N.A.; The
Huntington National Bank; The First National Bank of
Chicago; National City Bank of Columbus; The First
National Bank of Boston; The Fifth Third Bank of
Columbus and Bank One, Columbus, N.A. as agent for the
banks, dated May 7, 1997, hereby incorporated by
reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1997.
14
15
Exhibit Number Description
- -------------- -----------
10.9 Third Amendment to second restated revolving
credit loan and standby letter of credit agreement by
and among the Company; Bank One, N.A.; The Huntington
National Bank; The First National Bank of Chicago;
National City Bank of Columbus; BankBoston, N.A.; The
Fifth Third Bank of Columbus and Bank One, N.A. as
agent for the banks, dated September 29, 1997, hereby
incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
10.10 Consent to the creation of subsidiaries of M/I
Schottenstein Homes, Inc. pursuant to, and Fourth
Amendment to, second restated revolving credit loan
and standby letter of credit agreement by and among
the Company; Bank One, N.A.; The Huntington National
Bank; The First National Bank of Chicago; National
City Bank of Columbus; BankBoston, N.A.; The Fifth
Third Bank of Columbus and Bank One, N.A. as agent for
the banks, dated December 29, 1997. (Filed herewith.)
10.11 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.
10.12 Revolving Credit Agreement by and among the Company,
M/I Financial Corp. and Bank One, Columbus, N.A. dated
July 19, 1996, hereby incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996.
10.13 Revolving Credit Agreement by and among the Company,
M/I Financial Corp. and Bank One, NA, dated
July 18, 1997, hereby incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
10.14 First Amendment to revolving credit agreement by
and among the Company, M/I Financial Corp. and Bank
One, NA, dated December 8, 1997. (Filed herewith.)
10.15 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.
10.16 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.
10.17 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.
15
16
Exhibit Number Description
- -------------- -----------
10.18 Company's 1996 President and Chief Executive
Officer Bonus Program, hereby incorporated by
reference to Exhibit 10.45 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.19 Company's 1996 Corporate Executive Vice
President Bonus Program, hereby incorporated by
reference to Exhibit 10.46 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.20 Company's 1996 Senior Vice President and Chief
Financial Officer Bonus Program, hereby incorporated
by reference to Exhibit 10.47 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.21 Company's 1997 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 June 30,
1997.
10.22 Company's 1997 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
June 30, 1997.
10.23 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.
10.24 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.
10.25 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.
10.26 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.
10.27 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.
16
17
Exhibit Number Description
- -------------- -----------
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. (Filed herewith.)
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.
(Filed herewith.)
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. (Filed herewith.)
13 Annual Report to Shareholders for the year ended
December 31, 1997. (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).
17
18
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 26th day of March, 1998.
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 26th of March, 1998.
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
Senior Executive Vice President Senior Vice President, Chief Financial
and Director 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
* 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
18
19
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, 1997 and 1996, and for each
of the three years in the period ended December 31, 1997, and have issued our
report thereon dated February 27, 1998; such financial statements and reports
are included in your 1997 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 27, 1998
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
- -----------------------------------------------
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Year Expenses Deductions Year
- ----------- ------- -------- ---------- ----
Valuation allowance deducted from asset
account - single-family lots, land and
land development costs:
Year ended
December 31, 1997 $ 2,350,000 $ 4,135,000 $ 2,485,000 $4,000,000
=========== =========== =========== ==========
Year ended
December 31, 1996 $ 975,000 $ 1,375,000 $ 0 $ 2,350,000
=========== =========== =========== ===========
Year ended
December 31, 1995 $ 0 $ 975,000 $ 0 $ 975,000
=========== =========== =========== ===========
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.
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 Executive Deferred Compensation Plan, hereby
incorporated by reference to Exhibit 10(e) of the
Predecessor's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989.
10.2 Amendments to the Predecessor's Executive
Deferred Compensation Plan dated March 29, 1991 and
June 24, 1992, hereby incorporated by reference to
Exhibit 19(a) of the Predecessor's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992.
10.3 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.
10.4 P.L. 1992 Limited Partnership Certificate and
Agreement of Limited Partnership dated March 25, 1992,
hereby incorporated by reference to Exhibit 10(vv) of
the Predecessor's Registration Statement on Form S-4,
Commission File No. 33-44914.
10.5 Cascades 1992 Limited Partnership Certificate and
Agreement of Limited Partnership dated July 20, 1992,
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, 1992.
20
21
Exhibit Number Description Page No.
- -------------- ----------- --------
10.6 Second restated revolving credit loan and standby
letter of credit agreement by and among the Company;
Bank One, Columbus, N.A.; The Huntington National
Bank; The First National Bank of Chicago; National
City Bank of Columbus; The First National Bank of
Boston; The Fifth Third Bank of Columbus and Bank One,
Columbus, N.A., as agent for the banks, dated December
30, 1996, hereby incorporated by reference to Exhibit
10.12 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
10.7 Consent to the creation of wholly-owned
subsidiaries of the Company and to the amendment of
the note purchase agreement pursuant to, and first
amendment to, second restated revolving credit loan
and standby letter of credit agreement by and among
the Company; Bank One, Columbus, N.A.; The Huntington
National Bank; The First National Bank of Chicago;
National City Bank of Columbus; The First National
Bank of Boston; The Fifth Third Bank of Columbus and
Bank One, Columbus, N.A., as agent for the banks,
dated March 14, 1997, hereby incorporated by reference
to Exhibit 10.13 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
10.8 Second Amendment to second restated revolving
credit loan and standby letter of credit agreement by
and among the Company; Bank One, Columbus, N.A.; The
Huntington National Bank; The First National Bank of
Chicago; National City Bank of Columbus; The First
National Bank of Boston; The Fifth Third Bank of
Columbus and Bank One, Columbus, N.A. as agent for the
bank, dated May 7, 1997, hereby incorporated by
reference to Exhibit 10.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1997.
10.9 Third Amendment to second restated revolving
credit loan and standby letter of credit agreement by
and among the Company; Bank One, N.A.; The Huntington
National Bank; The First National Bank of Chicago;
National City Bank of Columbus; BankBoston, N.A.; The
Fifth Third Bank of Columbus and Bank One, N.A. as
agent for the banks, dated September 29, 1997, hereby
incorporated by reference to Exhibit 10.1 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
10.10 Consent to the creation of subsidiaries of M/I
Schottenstein Homes, Inc. pursuant to, and Fourth
Amendment to, second restated revolving credit loan
and standby letter of credit agreement by and among
the Company; Bank One, N.A.; The Huntington National
Bank; The First National Bank of Chicago; National
City Bank of Columbus; BankBoston, N.A.; The Fifth
Third Bank of Columbus and Bank One, N.A. as agent for
the banks, dated December 29, 1997. (Filed herewith.)
21
22
Exhibit Number Description Page No.
- -------------- ----------- --------
10.11 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.
10.12 Revolving Credit Agreement by and among the Company,
M/I Financial Corp. and Bank One, Columbus, N.A. dated
July 19, 1996, hereby incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996.
10.13 Revolving Credit Agreement by and among the
Company, M/I Financial Corp. and Bank One, NA, dated
July 18, 1997, hereby incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997.
10.14 First Amendment to revolving credit agreement by
and among the Company, M/I Financial Corp. and Bank
One, NA, dated December 8, 1997. (Filed herewith.)
10.15 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.
10.16 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.
10.17 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.
10.18 Company's 1996 President and Chief Executive
Officer Bonus Program, hereby incorporated by
reference to Exhibit 10.45 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.19 Company's 1996 Corporate Executive Vice
President Bonus Program, hereby incorporated by
reference to Exhibit 10.46 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995.
22
23
Exhibit Number Description Page No.
- -------------- ----------- --------
10.20 Company's 1996 Senior Vice President and Chief
Financial Officer Bonus Program, hereby incorporated
by reference to Exhibit 10.47 of the Company's Annual
Report on Form 10-K for the year ended December 31,
1995.
10.21 Company's 1997 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 June 30,
1997.
10.22 Company's 1997 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
June 30, 1997.
10.23 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.
10.24 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.
10.25 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.
10.26 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.
10.27 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.
10.28 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. (Filed herewith.)
23
24
Exhibit Number Description Page No.
- -------------- ----------- --------
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.
(Filed herewith.)
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. (Filed herewith.)
13 Annual Report to Shareholders for the year ended
December 31, 1997. (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