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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.
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(Exact name of registrant as specified in its charter)
Ohio 31-1393233
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5501 Frantz Road, Dublin, Ohio
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(Address of principal executive offices)
43017-0766
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(Zip Code)
(614) 761-6000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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
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DOMINION HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Six Months Ended
June 30,
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2000 1999
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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)
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Net cash used in operating activities (18,708) (17,583)
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Cash flows from investing activities:
Proceeds from sale of property and equipment 43 10
Purchase of property and equipment (800) (624)
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Net cash used in investing activities (757) (614)
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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)
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Net cash provided by financing activities 19,144 18,346
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Net change in cash and cash equivalents (321) 149
Cash and cash equivalents, beginning of period 2,862 261
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Cash and cash equivalents, end of period $ 2,541 $ 410
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Supplemental disclosures of cash flow information:
Interest paid (net of amounts capitalized) $ 320 $ 841
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Income taxes paid $ 2,511 $ 2,530
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Land acquired by seller financing $ 321 $ 1,572
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The accompanying notes are an integral part of the consolidated financial
statements.
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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
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Douglas G. Borror
Duly Authorized Officer
Date: August 11, 2000 By: /s/ Jon M. Donnell
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Jon M. Donnell
Duly Authorized Officer
Date: August 11, 2000 By: /s/ Peter J. O'Hanlon
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Peter J. O'Hanlon
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Location
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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
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