DOMINION HOMES INC
10-Q/A, 2000-08-16
OPERATIVE BUILDERS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-Q/A
                                    Amended


(MARK ONE)
                (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2000
                                       or
                ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from ______ to ______

                                     0-23270
                             Commission File Number

                              Dominion Homes, Inc.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                      Ohio                                 31-1393233
      --------------------------------              -------------------
      (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)                Identification No.)

                         5501 Frantz Road, Dublin, Ohio
                         ------------------------------
                    (Address of principal executive offices)

                                   43017-0766
                                   ----------
                                   (Zip Code)

                                 (614) 761-6000
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
              (Former Name, Former Address and Formal Fiscal Year,
                          if Changed Since Last Report)

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 ____




Number of common shares outstanding as of August 11, 2000: 6,367,773


<PAGE>   2
                              DOMINION HOMES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                        June 30,
                                                            ------------------------------
                                                                 2000                1999
                                                            -------------------------------
<S>                                                             <C>             <C>
Cash flows from operating activities:
   Net income                                                   $   2,829       $   2,591
   Adjustments to reconcile net income to cash
     used in operating activities:
        Depreciation and amortization                                 997             700
        Issuance of common shares for compensation                     46             268
        Reserve for real estate inventories                           210
        Deferred income taxes                                        (144)            (46)
        Changes in assets and liabilities:

             Notes and accounts receivable                           (977)           (725)
             Real estate inventories                              (20,872)        (21,486)
             Prepaid expenses and other                            (3,133)           (910)
             Accounts payable                                        (614)          2,481
             Deposits on homes under contract                         794            (133)
             Accrued liabilities                                    2,156            (323)
                                                                ---------       ---------
                 Net cash used in operating activities            (18,708)        (17,583)
                                                                ---------       ---------
Cash flows from investing activities:
   Proceeds from sale of property and equipment                        43              10
   Purchase of property and equipment                                (800)           (624)
                                                                ---------       ---------
                 Net cash used in investing activities               (757)           (614)
                                                                ---------       ---------
Cash flows from financing activities:
   Proceeds from note payable, banks                              140,464         142,094
   Payments on note payable, banks                               (120,359)       (123,117)
   Prepaid loan fees                                                 (275)
   Payments on term debt                                             (361)           (604)
   Payments on capital lease obligations                             (193)
   Common shares purchased or redeemed                               (132)            (27)
                                                                ---------       ---------
                 Net cash provided by financing activities         19,144          18,346
                                                                ---------       ---------
        Net change in cash and cash equivalents                      (321)            149
Cash and cash equivalents, beginning of period                      2,862             261
                                                                ---------       ---------
        Cash and cash equivalents, end of period                $   2,541       $     410
                                                                =========       =========
Supplemental disclosures of cash flow information:
   Interest paid (net of amounts capitalized)                   $     320       $     841
                                                                =========       =========
   Income taxes paid                                            $   2,511       $   2,530
                                                                =========       =========
   Land acquired by seller financing                            $     321       $   1,572
                                                                =========       =========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       5
<PAGE>   3
                                   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.



                                        DOMINION HOMES, INC.
                                        (Registrant)


Date:    August 11, 2000                By:    /s/ Douglas G. Borror
                                               --------------------
                                               Douglas G. Borror
                                               Duly Authorized Officer


Date:    August 11, 2000                By:    /s/ Jon M. Donnell
                                               -----------------
                                               Jon M. Donnell
                                               Duly Authorized Officer


Date:    August 11, 2000                By:    /s/ Peter J. O'Hanlon
                                               --------------------
                                               Peter J. O'Hanlon
                                               Chief Financial Officer


                                       18

<PAGE>   4


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.         Description                                                          Location
-----------         -----------                                                          --------
<S>                 <C>                                                                 <C>
2.1                 Corporate Exchange and Subscription Agreement, dated January 20,     Incorporated by reference to
                    1994, between Borror Corporation and Borror Realty Company           Exhibit 2.1 to the Company's
                                                                                         Registration Statement on Form S-1
                                                                                         (File No. 33-74298) as filed with the
                                                                                         Commission on January 21, 1994 and as
                                                                                         amended on March 2, 1994 (The "Form
                                                                                         S-1").

2.2                 Form of First Amendment to Corporate Exchange and Subscription       Incorporated by reference to
                    Agreement                                                            Exhibit 2.2 to Form S-1.

3.1                 Amended and Restated Articles of Incorporation of Dominion Homes,    Incorporated by reference to
                    Inc., as amended May 7, 1997                                         Exhibit 4(a)(3) to the Company's
                                                                                         Registration Statement on Form S-8
                                                                                         (File No. 333-26817) filed with the
                                                                                         Commission on May 9, 1997.

3.2                 Amended and Restated Code of Regulations of Borror Corporation       Filed herewith

4.                  Specimen of Stock Certificate of Dominion Homes, Inc.                Incorporated by reference to Exhibit 4
                                                                                         to the Company's March 31, 1997 Form
                                                                                         10-Q (File No. 0-23270).
10.                 Second Amendment to Credit Agreement dated May 26, 2000              Filed herewith

27.                 Financial Data Schedule                                              Filed herewith
</TABLE>



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