<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1995
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 number 33-44914, 33-68564
M/I SCHOTTENSTEIN HOMES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Ohio 31-1210837
(State of incorporation) (I.R.S. Employer Identification No.)
41 S. High Street, Suite 2410, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
</TABLE>
(614) 221-5700
(Telephone number)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, par value $.01 per share: 8,800,000 shares
outstanding as of May 11, 1995
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<PAGE> 2
M/I SCHOTTENSTEIN HOMES, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1995 and
December 31, 1994 3
Consolidated Statements of Income
for the Three Months Ended
March 31, 1995 and 1994 4
Consolidated Statement of Stockholders'
Equity for the Three Months Ended
March 31, 1995 5
Consolidated Statements of Cash Flows
for the Three Months Ended
March 31, 1995 and 1994 6
Notes to Interim Consolidated Unaudited
Financial Statements 7
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial
Condition 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index 16
</TABLE>
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<PAGE> 3
CONSOLIDATED BALANCE SHEETS
M/I SCHOTTENSTEIN HOMES, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
MARCH 31 December 31
(Dollars in thousands) 1995 1994
- ---------------------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash, including cash in escrow $ 9,861 $ 14,059
Receivables 12,066 17,347
Inventories:
Single-family lots, land and land development costs 124,864 122,532
Houses under construction 98,198 85,410
Model homes and furnishings (less accumulated depreciation:
March 31, 1995 - $1,683;
December 31, 1994 - $ 1,654) 22,995 19,830
Land purchase deposits 627 542
Office furnishings, transportation and construction
equipment - at cost (less accumulated depreciation:
March 31, 1995 - $6,056;
December 31, 1994 - $5,705) 3,150 3,337
Investment in unconsolidated joint ventures and limited partnerships 9,475 8,191
Other assets 6,068 6,366
- ---------------------------------------------------------------------------------------------
TOTAL $287,304 $277,614
- ---------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable banks-homebuilding operations $113,800 $ 97,800
Note payable bank-financial operations 5,265 14,630
Mortgage notes payable 564 335
Subordinated notes 24,513 24,513
Accounts payable 33,846 31,436
Accrued compensation 1,376 5,542
Income taxes payable 718 1,169
Accrued interest, warranty and other 8,965 6,426
Customer deposits 7,795 6,143
- ---------------------------------------------------------------------------------------------
TOTAL LIABILITIES 196,842 187,994
- ---------------------------------------------------------------------------------------------
Commitments and Contingencies
- ---------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock - $.01 par value;
authorized 2,000,000 shares;
none outstanding -- --
Common stock - $.01 par value;
authorized 38,000,000 shares;
issued and outstanding - 8,800,000 shares 88 88
Additional paid-in capital 50,573 50,573
Retained earnings 39,801 38,959
- ---------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 90,462 89,620
- ---------------------------------------------------------------------------------------------
TOTAL $287,304 $277,614
- ---------------------------------------------------------------------------------------------
</TABLE>
See Notes to Interim Consolidated Unaudited Financial Statements
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<PAGE> 4
CONSOLIDATED STATEMENTS OF INCOME
M/I SCHOTTENSTEIN HOMES, INC. AND SUBSIDIARY
(UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Three-Months Ended
March 31
(Dollars in thousands, except per share information) 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue $ 95,576 $ 83,921
- ------------------------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Land and housing 78,687 68,601
General and administrative 5,453 5,117
Selling 6,977 6,484
Interest 3,049 1,632
- ------------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses 94,166 81,834
- ------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 1,410 2,087
- ------------------------------------------------------------------------------------------------------------------------------------
Income taxes:
Current 613 715
Deferred (45) 150
- ------------------------------------------------------------------------------------------------------------------------------------
Total income taxes 568 865
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $ 842 $ 1,222
- ------------------------------------------------------------------------------------------------------------------------------------
Net income per common share $ 0.10 $ 0.14
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 8,800,000 8,800,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Interim Consolidated Unaudited Financial Statements.
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<PAGE> 5
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
M/I SCHOTTENSTEIN HOMES, INC. AND SUBSIDIARY
(UNAUDITED)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Three-Months Ended March 31, 1995
- ---------------------------------------------------------------------------------------------------------------
Common Stock
------------
Shares Additional
Issued and Paid-In Retained
(Dollars in thousands) Outstanding Amount Capital Earnings
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at
December 31, 1994 8,800,000 $ 88 $50,573 $38,959
Net income - - - 842
- ---------------------------------------------------------------------------------------------------------------
BALANCE AT
MARCH 31, 1995 8,800,000 $ 88 $50,573 $39,801
===============================================================================================================
See Notes to Interim Consolidated Unaudited Financial Statements.
</TABLE>
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<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
M/I SCHOTTENSTEIN HOMES, INC. AND SUBSIDIARY
(UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Three-Months Ended March 31
(Dollars in thousands) 1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 842 $ 1,222
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization 425 353
Deferred income taxes (45) 150
Decrease in receivables 5,281 10,597
Increase in inventories (16,743) (25,598)
Decrease (increase) in other assets 298 (636)
Increase in accounts payable 2,410 349
Decrease in income taxes payable (451) (1,546)
Decrease in accrued liabilities (1,627) (5,545)
Equity in undistributed loss (income) of
unconsolidated joint ventures and limited partnerships 3 (25)
- -------------------------------------------------------------------------------------------------
Net cash used by operating activities (9,607) (20,679)
- -------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to model and office furnishings,
transportation and construction equipment (172) (444)
Proceeds from property disposals 8 122
Investment in unconsolidated joint ventures (2,773) (1,265)
Distributions from unconsolidated joint ventures
and limited partnerships 204 125
- -------------------------------------------------------------------------------------------------
Net cash used in investing activities (2,773) (1,265)
- -------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable banks:
Cash proceeds from borrowings 61,885 113,709
Principal repayments (55,250) (95,090)
Principal repayments of mortgage notes payable (145) (68)
Net increase in customer deposits 1,652 1,932
Distributions paid to former S corporation stockholders -- (1,082)
- -------------------------------------------------------------------------------------------------
Net cash provided by financing activities 8,142 19,401
- -------------------------------------------------------------------------------------------------
Net decrease in cash (4,198) (2,740)
Cash balance at beginning of year 14,059 10,649
- -------------------------------------------------------------------------------------------------
Cash balance at end of period $ 9,861 $ 7,909
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ (241) $ 1,272
Income taxes $ 769 $ 2,306
NON-CASH TRANSACTIONS DURING THE YEAR:
Land acquired with mortgage notes payable $ 374 $ 519
Single-family lots distributed from unconsolidated joint ventures $ 1,282 $ 945
- -------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Interim Consolidated Unaudited Financial Statements.
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<PAGE> 7
M/I SCHOTTENSTEIN HOMES, INC. AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying consolidated financial statements and notes thereto have
been prepared in accordance with the rules and regulations of the Securities
and Exchange Commission for interim financial information. The results of
operations for the three months ended March 31, 1995 and 1994 are not
necessarily indicative of the results for the full year.
It is suggested that these financial statements be read in conjunction with
the financial statements, accounting policies and financial notes thereto
included in the Company's Annual Report to Shareholders for the year ended
December 31, 1994.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting only of normal recurring accruals) which
are necessary for a fair presentation of financial results for the interim
periods presented.
NOTE 2. CONTINGENCIES
At March 31, 1995, the Company had options and contingent purchase contracts
to acquire land and developed lots with an aggregate purchase price of
approximately $159.2 million.
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<PAGE> 8
M/I SCHOTTENSTEIN HOMES, INC. AND SUBSIDIARY
FORM 10-Q - PART I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, total
revenue and certain items from the consolidated statements of income, including
costs and expenses, as percentages of such total revenue:
<TABLE>
<CAPTION>
Three-Months Ended
March 31,
---------------------------
1995 1994
------- -------
(Dollars in thousands)
<S> <C> <C>
Revenue:
Housing sales......................................................... $91,434 $81,149
Lot and land sales.................................................... 3,054 1,179
Other income.......................................................... 1,088 1,293
------- -------
Total revenue......................................................... $95,576 $83,921
------- -------
Revenue:
Housing sales......................................................... 95.7% 97.1%
Lot and land sales.................................................... 3.2 1.4
Other income.......................................................... 1.1 1.5
------- -------
Total revenue......................................................... 100.0 100.0
------- -------
Land and housing costs..................................................... 82.3 81.7
------- -------
Gross margin.......................................................... 17.7 18.3
General and administrative................................................. 5.7 6.1
Selling.................................................................... 7.3 7.7
------- -------
Operating income...................................................... 4.7 4.5
Interest .................................................................. 3.2 2.0
------- -------
Income before income taxes................................................. 1.5% 2.5%
------- -------
</TABLE>
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<PAGE> 9
The following table sets forth New Contracts (net of cancellations),
Homes Delivered, and period-end Backlog:
<TABLE>
<CAPTION>
Three-Months Ended
March 31
--------------------------
1995 1994
-------- --------
<S> <C> <C>
(In units)
New Contracts.............................................................. 743 932
Homes Delivered............................................................ 549 542
Backlog .................................................................. 1,451 1,830
Approximate total sales
value of Backlog
(in thousands)........................................................ $254,279 $296,720
Average sales price
of homes in Backlog................................................... $175,200 $162,100
</TABLE>
A home is included in "New Contracts" when the Company's standard sales
contract, which requires a deposit and generally has no contingencies other than
for financing, is executed. In the Midwest Region, contracts are sometimes
accepted contingent upon the sale of an existing home. "Homes Delivered"
represents units for which the closing of the sale has occurred and title has
transferred to the buyer. Revenue and cost of revenue for a home sale are
recognized at the time of such closing.
"Backlog" represents homes for which the Company's standard sales
contract has been executed, but which are not included in Homes Delivered
because closings for the sale of such homes have not yet occurred as of the end
of the periods specified. Most cancellations of contracts for homes in Backlog
occur because customers cannot qualify for financing. These cancellations
usually occur prior to the start of construction. Since the Company arranges
financing with guaranteed rates for many of its customers, the incidence of
cancellations after the start of construction is low. In the first three months
of 1995, the Company delivered 549 homes, most of which were homes under
contract in Backlog at December 31, 1994. Of the 1,257 contracts in Backlog at
December 31, 1994, 11.3% have been canceled as of March 31, 1995. For homes in
Backlog at December 31, 1993, 10.1% had been canceled as of March 31, 1994.
THREE-MONTHS ENDED MARCH 31, 1995 AND 1994
Total revenue for the three-month period ended March 31, 1995 increased
13.9% from the comparable period in 1994. This increase was principally due to a
12.3% increase in housing sales, which resulted from a 10.8% increase in the
average sales price of Homes Delivered as well as a 1.3% increase in the number
of Homes Delivered. The increase in the average sales price of Homes Delivered
resulted primarily from increases in the Palm Beach County, Columbus and Raleigh
Divisions. In Palm Beach County and Raleigh, the Company has expanded their
product lines to include higher priced homes to allow them to build in more
upscale areas of these markets. The increase in Columbus was due to the opening
of several new subdivisions late in 1994 for the Regency line of homes where
average sales prices are higher than the division and Company averages.
The Company's New Contracts recorded in the three months ended March
31, 1995 decreased 20.3% from New Contracts recorded in the three months ended
March 31, 1994. New Contracts recorded for the first quarter of 1995 were lower
than prior year amounts in all markets except Maryland, Palm Beach County and
Indianapolis. The Maryland division received a significant boost in New
Contracts
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<PAGE> 10
from the opening of The Willows of Potomac where the first contracts were
recorded in June of 1994 and demand has remained strong. The increase in Palm
Beach County was due to improving market conditions and expansion into new
subdivisions. The increase in New Contracts recorded in the Indianapolis
division was primarily due to the introduction of the Company's Horizon line of
homes which are more affordable and have allowed the Company to compete more
effectively for first time homebuyers.
The overall gross margin was 17.7% for the three-month period ended
March 31, 1995 and 18.3% for the comparable period of 1994. The decrease for the
three-month period ended March 31, 1995 from the same period of the prior year
resulted principally from decreased housing gross margins in 1995. The gross
margin from housing sales was 16.7% for the three months ended March 31, 1995 as
compared to 17.0% for the same period of 1994. The decrease in housing gross
margins was primarily attributable to the Columbus market where several factors
significantly impacted margins. The Company made a decision to accept lower
margins on selected inventory in an effort to reduce inventory levels. The
Company also experienced shortages of subcontractors in 1994 which resulted in
construction delays and also forced the Company to pay premiums to
subcontractors in order to expedite construction. These construction delays also
increased closing costs on certain houses where the Company was forced to
purchase loan commitment extensions because the delays caused the houses to
close after the original commitment period had expired.
General and administrative expenses as a percentage of total revenue
decreased to 5.7% for the three months ended March 31, 1995 from 6.1% for the
comparable period of 1994. This decrease resulted from the 13.9% increase in
total revenue which exceeded the increase in general and administrative
expenses.
Selling expenses as a percentage of total revenue decreased from 7.7%
for the three months ended March 31, 1994 to 7.3% for the current year. This
decrease was primarily attributable to a decrease in the use of outside realtors
which decreased variable selling expenses. This decrease was partially offset by
an increase in costs related to the opening of additional model homes in several
of our markets.
Interest expense for the three-month period ended March 31, 1995
increased to $3,049,000 from $1,632,000 for the comparable 1994 period. The
increase in 1995 resulted from an increase in the weighted average interest rate
during the three months ended March 31, 1995 as compared to the same period of
1994, primarily due to increases in the rate of interest on the Company's lines
of credit which are based on the prime rate, an increase in average borrowings
during the first quarter of 1995 as compared to the prior year and a decreased
portion of interest costs being capitalized in 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financing needs depend upon its sales volume, asset
turnover, land acquisition and inventory balances. The Company has incurred
substantial indebtedness, and expects to incur indebtedness in the future, to
fund the growth of its homebuilding activities. Historically, the Company's
principal source of funds for construction and development activities has been
from internally generated cash and from bank borrowings which are primarily
unsecured.
At March 31, 1995 the Company had bank borrowings outstanding of $113.8
million under its loan agreement which permits aggregate borrowings not to
exceed the lesser of: $141.0 million in revolving credit loans, including $30.0
million of seasonal loans which are available from March 1st through December
31st during each year of the agreement and $25.0 million, including $4.0 million
for joint ventures in which the Company is a partner, in the form of letters of
credit; or the Company's borrowing base which is calculated based on specified
percentages of certain types of assets held by the
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<PAGE> 11
Company as of each month end. The loan agreement matures September 30, 1999, at
which time the unpaid balance of the revolving credit loans outstanding shall be
due and payable. Under the terms of the loan agreement, the banks make an annual
determination as to whether or not to extend the maturity date of the
commitments by one year. The Company is required to pay interest at the prime
rate of the banks until December 31, 1997, after which the interest rate will
increase to 1/2% over the prime rate of the banks. If the Company fails to
maintain a certain ratio of liabilities to net worth during the term of the loan
agreement, the interest rate will increase 1/4% until the Company complies with
the ratio. The loan agreement contains restrictive covenants which require the
Company, among other things, to maintain minimum net worth and working capital
amounts and to maintain certain financial ratios. The loan agreement also places
limitations on the amount of additional indebtedness that may be incurred by the
Company, the acquisition of undeveloped land, on dividends that may be paid and
on the aggregate cost of certain types of inventory the Company can hold at any
one time.
An additional $5.3 million was outstanding as of March 31, 1995 under
the M/I Financial loan agreement, which permitted borrowings of $25.0 million to
finance mortgage loans initially funded by M/I Financial for customers of the
Company and a limited amount for loans to others. This agreement limits the
borrowings to 95% of the aggregate face amount of the mortgages and contains
restrictive covenants requiring M/I Financial to maintain minimum net worth and
certain minimum financial ratios. Borrowings under this agreement are at the
bank's prime rate and are unsecured. The M/I Financial Loan Agreement terminates
on August 8, 1995 and the unpaid balance of such loans are payable on this date.
In addition, there were outstanding Subordinated Notes in the principal
amount of $24.5 million at March 31, 1995 and approximately $18.9 million of
completion bonds and letters of credit at March 31, 1995. Annual sinking fund
payments for the Subordinated Notes of approximately $3.7 million commence
December 1, 1997 with the remaining balance due at maturity on December 1, 2001.
The Notes are redeemable in whole or in part at the option of the Company on or
after December 1, 1996 at 106% of the principal amount until December 1, 1997
and declining 1 1/2% annually through 2000.
At March 31, 1995, the Company had $46.9 million of unused borrowing
availability under its loan agreements. The Company currently has the right to
borrow up to $166.0 million under its credit facilities, including $30.0 million
of seasonal loans, available from March 1st through December 31 during each year
of the loan agreement, and $25.0 million under the M/I Financial Loan Agreement.
The Company may increase its borrowings under such agreements or otherwise.
The $6.6 million increase in notes payable to banks from December 31,
1994 to March 31, 1995 reflects increased borrowings primarily attributable to
the seasonal increase in homes under construction and a slight increase in
single-family lots, land and land development costs. It is expected that
borrowing needs will increase as the Company continues to increase its
investment in land under development and developed lots.
Net income from housing and lot and land sales are the Company's
primary sources of net cash provided by operating activities. Net cash used by
operating activities in the three months ended March 31, 1995 was $9.6 million
compared to $20.7 million for the comparable period of the prior year. The
decrease in net cash used by operating activities was primarily due to a smaller
increase in inventories and a smaller decrease in accrued liabilities, partially
offset by a smaller decrease in receivables.
The Company is currently investigating consolidating its four Columbus,
Ohio offices into one central location in an effort to improve operating
efficiencies. Negotiations are under way with a developer for the construction
of an approximately 90,000 square-foot building. It is the Company's intention
that
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<PAGE> 12
the building be built, owned and operated by a yet to be formed limited
liability company in which the Company expects to have a minority interest (the
"LLC"). The building would be primarily financed through borrowings of the LLC.
The Company anticipates that any commitments arising from this transaction would
not significantly affect its liquidity or capital resources.
Due to the current lending environment, developers from whom the
Company customarily obtains lots under either an option or commitment contract
are experiencing increasing difficulty in obtaining land acquisition and
development financing. Consequently, the Company's land development activities
and land holdings have increased. In 1994, the Company entered into two land
purchase contracts which require a greater investment than the Company normally
commits and could significantly impact the Company's liquidity. On January 31,
1994, the Company closed on the first phase of a six phase land purchase
contract in Washington, D.C. market which may be developed into approximately
710 lots. The Company has an option to purchase each of the remaining five
phases. If the Company purchases all six phases, the total purchase price will
be approximately $38.9 million. The first phase will be developed into 106
single-family and townhouse lots and was purchased for $6.6 million. Based on
the demand for lots in this area and the strong sales in the first phase of this
development, the Company currently expects to purchase the second phase of this
development in the third quarter of 1995. The purchase price for this phase will
be approximately $7.0 million and this section will be developed into 119
single-family and townhouse lots. The Company has entered into contracts to sell
a portion of the lots in the second phase to outside builders.
In August 1994, the Company completed the purchase of a parcel of land
in the Columbus market for $7.5 million which will be developed into
approximately 375 lots. The Company has completed development of the first phase
of this project which consists of 60 lots. Model homes were opened in this
development in April 1995 and sales have remained strong.
The extent of the Company's ability to invest in land development will
be dependent upon its ability to obtain increases in its borrowing availability
from its banks. In addition, the Company continues to explore alternative
sources from which to obtain additional capital. Investment in additional land
will result in increased interest expense being incurred by the Company and
slower turnover of inventory. To finance land purchases, the Company may also
increase its use of secured purchase money mortgages. At March 31, 1995 mortgage
notes payable outstanding were $564,000 secured by lots and land with a recorded
book value of $1.5 million. The Company does not currently have any arrangements
for additional capital nor is there any assurance that it will be able to obtain
additional capital. In the event that additional capital is not obtained, the
Company anticipates that it will need to curtail its land development
activities.
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<PAGE> 13
INTEREST RATES AND INFLATION
The Company's business is significantly affected by general economic
conditions of the United States and, particularly, by the impact of interest
rates. Higher interest rates may decrease the potential market by making it more
difficult for home buyers to qualify for mortgages or to obtain mortgages at
interest rates acceptable to them. Increases in interest rates also would
increase the Company's interest expense as the rate on the revolving loans is
based upon floating rates of interest. The weighted average interest rates on
the Company's outstanding debt for the three months ended March 31, 1995 was
10.2% as compared to 8.1% for the three months ended March 31, 1994.
In recent years, the Company generally has been able to raise prices by
amounts at least equal to its cost increases and, accordingly, has not
experienced any detrimental effect from inflation. Where the Company develops
lots for its own use, inflation may increase the Company's profits because land
costs are fixed well in advance of sales efforts. The Company is generally able
to maintain costs with subcontractors from the date a home sales contract is
accepted; however, in certain situations unanticipated costs may occur between
the time sales contract is executed and the time a home is constructed, which
result in lower gross profit margins.
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<PAGE> 14
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K
The exhibits required to be filed herewith are set forth below. No
reports were filed on Form 8-K for the quarter for which this report is filed.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.1 Company's 1995 Corporate Executive Vice President Bonus Program.
10.2 Company's 1995 Senior Vice President and Chief Financial Officer Bonus Program.
10.3 Company's 1995 Senior Vice President and General Counsel Bonus Program.
10.4 Company's 1995 Senior Vice President and Treasurer Bonus Program.
27 Financial Data Schedule.
</TABLE>
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<PAGE> 15
SIGNATURES
Pursuant to the requirements 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.
M/I Schottenstein Homes, Inc.
-------------------------------------
(Registrant)
Date: May 12, 1995 by: /s/ Irving E. Schottenstein
----------------------------
Irving E. Schottenstein
President & Chief Executive Officer
Date: May 12, 1995 by: /s/ Kerrii B. Anderson
----------------------------
Kerrii B. Anderson
Senior Vice President,
Chief Financial Officer
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<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.1 Company's 1995 Corporate Executive Vice President Bonus Program.
10.2 Company's 1995 Senior Vice President and Chief Financial Officer Bonus
Program.
10.3 Company's 1995 Senior Vice President and General Counsel Bonus Program.
10.4 Company's 1995 Senior Vice President and Treasurer Bonus Program.
27 Financial Data Schedule.
</TABLE>
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<PAGE> 1
EXHIBIT 10.1
M/I SCHOTTENSTEIN HOMES, INC.
PERFORMANCE-BASED BONUS PROGRAM
EXECUTIVE VICE PRESIDENT
REVISED JANUARY 1, 1995
BONUS CRITERIA:
The Executive Vice President is eligible to receive up to three times his
December 31 base salary as per the following criteria:
1. If the pre-tax income of the Company is at least
$10,000,000 a graduating cents per dollar amount will be
awarded as indicated on ATTACHMENT A.
2. If the actual pre-tax net income of the Company is at least
50% of Budgeted Net Income and the Corporation achieves at
least a 92% affirmative response to Question Number 16 on the
Customer Questionnaire, the Executive Vice President will
receive 17% of his December 31 base salary, increasing
proportionally for each increase in customer affirmative
responses over 92%, to a maximum of 25% of December 31 base
salary at a 100% "yes" response level.
PAYMENT:
The bonus is 50% payable at the end of January and 50% payable prior to March 15
of the following year the bonus is earned. The individual must be employed in
this capacity with the Company on the date the bonuses are distributed to
receive a bonus. However, in the event of a promotion or transfer, the bonus
amount will be allocated to time employed in each position. No amounts are
considered due or payable in the event the employment relationship with the
Company is terminated.
THE COMPANY RESERVES THE RIGHT TO REVISE THIS PROGRAM AS IT CONSIDERS NECESSARY.
ACKNOWLEDGED:
- ------------------------------------------ -----------------
NAME DATE
<PAGE> 2
ATTACHMENT A - EXECUTIVE VICE PRESIDENT
Actual Net Income Results Over $10,000,000
<TABLE>
<CAPTION>
========================================================================================
Incremental
Net Income 0.00% 1.00% 1.50% 2.00% 2.50% 3.00%
========================================================================================
<S> <C> <C> <C> <C> <C> <C>
$10,000,000 $0.0010 $0.0015 $0.0030 $0.0045 $0.0060 $0.0075
- ----------------------------------------------------------------------------------------
$11,000,000 $0.0025 $0.0030 $0.0045 $0.0060 $0.0075 $0.0090
- ----------------------------------------------------------------------------------------
$12,000,000 $0.0040 $0.0045 $0.0060 $0.0075 $0.0090 $0.0105
- ----------------------------------------------------------------------------------------
$13,000,000 $0.0055 $0.0060 $0.0075 $0.0090 $0.0105 $0.0120
- ----------------------------------------------------------------------------------------
$14,000,000 $0.0070 $0.0075 $0.0090 $0.0105 $0.0120 $0.0135
- ----------------------------------------------------------------------------------------
$15,000,000 $0.0085 $0.0090 $0.0105 $0.0120 $0.0135 $0.0150
- ----------------------------------------------------------------------------------------
$16,000,000 $0.0100 $0.0105 $0.0120 $0.0135 $0.0150 $0.0165
- ----------------------------------------------------------------------------------------
$17,000,000 $0.0115 $0.0120 $0.0135 $0.0150 $0.0165 $0.0180
- ----------------------------------------------------------------------------------------
$18,000,000 $0.0500 $0.0505 $0.0520 $0.0535 $0.0550 $0.0565
- ----------------------------------------------------------------------------------------
$19,000,000 $0.0700 $0.0705 $0.0720 $0.0735 $0.0750 $0.0765
- ----------------------------------------------------------------------------------------
========================================================================================
Incremental
Net Income 3.50% 4.00% 4.50% 5.00% 5.50%
========================================================================================
$10,000,000 $0.0090 $0.0105 $0.0120 $0.0135 $0.0150
- ----------------------------------------------------------------------------------------
$11,000,000 $0.0105 $0.0120 $0.0135 $0.0150 $0.0165
- ----------------------------------------------------------------------------------------
$12,000,000 $0.0120 $0.0135 $0.0150 $0.0165 $0.0180
- ----------------------------------------------------------------------------------------
$13,000,000 $0.0135 $0.0150 $0.0165 $0.0180 $0.0195
- ----------------------------------------------------------------------------------------
$14,000,000 $0.0150 $0.0165 $0.0180 $0.0195 $0.0210
- ----------------------------------------------------------------------------------------
$15,000,000 $0.0165 $0.0180 $0.0195 $0.0210 $0.0225
- ----------------------------------------------------------------------------------------
$16,000,000 $0.0180 $0.0195 $0.0210 $0.0225 $0.0240
- ----------------------------------------------------------------------------------------
$17,000,000 $0.0195 $0.0210 $0.0225 $0.0240 $0.0255
- ----------------------------------------------------------------------------------------
$18,000,000 $0.0580 $0.0595 $0.0610 $0.0625 $0.0640
- ----------------------------------------------------------------------------------------
$19,000,000 $0.0780 $0.0795 $0.0810 $0.0825 $0.0840
- ----------------------------------------------------------------------------------------
========================================================================================
Incremental
Net Income 6.00% 6.50% 7.00% 7.50% 8.00%
========================================================================================
$10,000,000 $0.0165 $0.0180 $0.0195 $0.0210 $0.0225
- ----------------------------------------------------------------------------------------
$11,000,000 $0.0180 $0.0195 $0.0210 $0.0225 $0.0240
- ----------------------------------------------------------------------------------------
$12,000,000 $0.0195 $0.0210 $0.0225 $0.0240 $0.0255
- ----------------------------------------------------------------------------------------
$13,000,000 $0.0210 $0.0225 $0.0240 $0.0255 $0.0270
- ----------------------------------------------------------------------------------------
$14,000,000 $0.0225 $0.0240 $0.0255 $0.0270 $0.0285
- ----------------------------------------------------------------------------------------
$15,000,000 $0.0240 $0.0255 $0.0270 $0.0285 $0.0300
- ----------------------------------------------------------------------------------------
$16,000,000 $0.0255 $0.0270 $0.0285 $0.0300 $0.0315
- ----------------------------------------------------------------------------------------
$17,000,000 $0.0270 $0.0285 $0.0300 $0.0315 $0.0330
- ----------------------------------------------------------------------------------------
$18,000,000 $0.0655 $0.0670 $0.0685 $0.0700 $0.0715
- ----------------------------------------------------------------------------------------
$19,000,000 $0.0855 $0.0870 $0.0885 $0.0900 $0.0915
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 10.2
M/I SCHOTTENSTEIN HOMES, INC.
PERFORMANCE BASED BONUS PROGRAM
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
EFFECTIVE JANUARY 1, 1995
The Senior Vice President and Chief Financial Officer is eligible to receive up
to 100% of December 31 base salary as per the following criteria:
ACTUAL PRE-TAX NET INCOME: Provided the actual pre-tax net income of
the Corporation equals $10,000,000, the Senior Vice President and Chief
Financial Officer will receive a designated percentage of December 31
base salary as indicated by the following schedule:
<TABLE>
<CAPTION>
Actual Pre-tax December 31 Base Salary
Income Results Percentage
-------------- -----------------------
<S> <C>
$10,000,000.00 - $12,999,999.99 30%
------------------------------- ----
$13,000,000.00 - $13,999,999.99 35%
------------------------------- ----
$14,000,000.00 - $14,999,999.99 40%
------------------------------- ----
$15,000,000.00 - $15,999,999.99 45%
------------------------------- ----
$16,000,000.00 - $16,999,999.99 55%
------------------------------- ----
$17,000,000.00 - $17,999,999.99 65%
------------------------------- ----
$18,000,000.00 - $18,999,999.99 75%
------------------------------- ----
$19,000,000.00 + 100%
------------------------------- ----
</TABLE>
PAYMENT
Bonuses are 50% payable at the end of January and 50% payable by March 15 of the
following year the bonus is earned. The individual must be employed in this
capacity with the Company on the date bonuses are distributed to receive a
bonus. However, in the event of a promotion or transfer, the bonus will be
allocated to time employed with each position. No amounts are considered due or
payable in the event the employment relationship with the Company is terminated.
MANAGEMENT RESERVES THE RIGHT TO REVISE THIS PROGRAM AS IT CONSIDERS NECESSARY.
ACKNOWLEDGED:
- ----------------------------------------- ----------------
Name Date
<PAGE> 1
EXHIBIT 10.3
M/I SCHOTTENSTEIN HOMES, INC.
PERFORMANCE BASED BONUS PROGRAM
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
EFFECTIVE JANUARY 1, 1995
The Senior Vice President and General Counsel is eligible to receive up to 85%
of December 31 base salary as per the following criteria:
ACTUAL PRE-TAX NET INCOME: Provided the actual pre-tax net income of
the Corporation equals $10,000,000, the Senior Vice President and
General Counsel will receive a designated percentage of December 31
base salary as indicated by the following schedule:
<TABLE>
<CAPTION>
Actual Pre-tax December 31 Base Salary
Income Results Percentage
-------------- ----------
<S> <C>
$10,000,000.00 - $12,999,999.99 20%
------------------------------- ----
$13,000,000.00 - $13,999,999.99 25%
------------------------------- ----
$14,000,000.00 - $14,999,999.99 30%
------------------------------- ----
$15,000,000.00 - $15,999,999.99 35%
------------------------------- ----
$16,000,000.00 - $16,999,999.99 40%
------------------------------- ----
$17,000,000.00 - $17,999,999.99 50%
------------------------------- ----
$18,000,000.00 - $18,999,999.99 55%
------------------------------- ----
$19,000,000.00 + 85%
------------------------------- ----
</TABLE>
PAYMENT
Bonuses are 50% payable at the end of January and 50% payable by March 15 of the
following year the bonus is earned. The individual must be employed in this
capacity with the Company on the date bonuses are distributed to receive a
bonus. However, in the event of a promotion or transfer, the bonus will be
allocated to time employed with each position. No amounts are considered due or
payable in the event the employment relationship with the Company is terminated.
MANAGEMENT RESERVES THE RIGHT TO REVISE THIS PROGRAM AS IT CONSIDERS NECESSARY.
ACKNOWLEDGED:
- ------------------------------------ -------------
Name Date
<PAGE> 1
EXHIBIT 10.4
M/I SCHOTTENSTEIN HOMES, INC.
PERFORMANCE BASED BONUS PROGRAM
SENIOR VICE PRESIDENT AND TREASURER
EFFECTIVE JANUARY 1, 1995
The Senior Vice President and Treasurer is eligible to receive up to 85% of
December 31 base salary as per the following criteria:
ACTUAL PRE-TAX NET INCOME: Provided the actual pre-tax net income of the
Corporation equals $10,000,000, the Senior Vice President and Treasurer
will receive a designated percentage of December 31 base salary as
indicated by the following schedule:
<TABLE>
<CAPTION>
Actual Pre-tax December 31 Base Salary
Income Results Percentage
-------------- -----------------------
<S> <C>
$10,000,000.00 - $12,999,999.99 20%
------------------------------- ----
$13,000,000.00 - $13,999,999.99 25%
------------------------------- ----
$14,000,000.00 - $14,999,999.99 30%
------------------------------- ----
$15,000,000.00 - $15,999,999.99 35%
------------------------------- ----
$16,000,000.00 - $16,999,999.99 40%
------------------------------- ----
$17,000,000.00 - $17,999,999.99 50%
------------------------------- ----
$18,000,000.00 - $18,999,999.99 55%
------------------------------- ----
$19,000,000.00 + 85%
------------------------------- ----
</TABLE>
PAYMENT
Bonuses are 50% payable at the end of January and 50% payable by March 15 of the
following year the bonus is earned. The individual must be employed in this
capacity with the Company on the date bonuses are distributed to receive a
bonus. However, in the event of a promotion or transfer, the bonus will be
allocated to time employed with each position. No amounts are considered due or
payable in the event the employment relationship with the Company is terminated.
MANAGEMENT RESERVES THE RIGHT TO REVISE THIS PROGRAM AS IT CONSIDERS NECESSARY.
ACKNOWLEDGED:
- ----------------------------------------- --------------
Name Date
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1995 AND THE CONSOLIDATED STATEMENT
OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1995 OF M/I SCHOTTENSTEIN HOMES,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 9,861
<SECURITIES> 0
<RECEIVABLES> 12,066
<ALLOWANCES> 0
<INVENTORY> 246,684
<CURRENT-ASSETS> 268,611
<PP&E> 9,206
<DEPRECIATION> 6,056
<TOTAL-ASSETS> 287,304
<CURRENT-LIABILITIES> 52,700
<BONDS> 25,077
<COMMON> 88
0
0
<OTHER-SE> 90,374
<TOTAL-LIABILITY-AND-EQUITY> 287,304
<SALES> 94,488
<TOTAL-REVENUES> 95,576
<CGS> 78,687
<TOTAL-COSTS> 78,687
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,049
<INCOME-PRETAX> 1,410
<INCOME-TAX> 568
<INCOME-CONTINUING> 842
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 842
<EPS-PRIMARY> 0.10
<EPS-DILUTED> 0.10
</TABLE>
