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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________ to _____________
Commission File Number: 33-76290
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
DOMINION HOMES, INC.
5501 FRANTZ ROAD
P.O. 7166
DUBLIN, OHIO 43017-0766
Exhibit Index on Page 14
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REQUIRED INFORMATION
The following financial statements and schedules for Dominion Homes,
Inc. Retirement Plan and Trust, which are prepared in accordance with the
Employee Retirement Income Security Act of 1974 are being filed herewith:
Description Page No.
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AUDITED FINANCIAL STATEMENTS:
Report of Independent Accountants Page 5
Statements of Net Assets Available for Benefits at Page 6
December 31, 2000 and December 31, 1999
Statements of Changes in Net Assets Available for Page 7
Benefits for the Years Ended December 31, 2000
and December 31, 1999
Notes to Financial Statements Page 8
SUPPLEMENTAL SCHEDULES:
Line 4i - Schedule of Assets (Held at Year End) Page 13
Note: Supplement schedules required by the Employee Retirement Income
Security Act of 1974 that have not been included herein are not
applicable to Dominion Homes, Inc. Retirement Plan and Trust.
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
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1 Consent of Independent Public Accountants Page 15
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on the Plan's behalf by the
undersigned hereunto duly authorized.
DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
Date: June 27, 2001 By: /s/ Terry E. George
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Terry E. George, Co-Trustee
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DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Dominion Homes, Inc. Retirement Plan and Trust
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Dominion Homes, Inc. Retirement Plan and Trust (the "Plan") at December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
June 1, 2001
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
ASSETS
Investments, at fair value $8,030,413 $8,055,528
Outstanding participants' loans 150,422 --
Employer contributions receivable 41,077 56,493
Employee contributions receivable 29,424 32,787
Receivable from custodian -- 44,364
Accrued interest and dividends receivable 615 395
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Total assets 8,251,951 8,189,567
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LIABILITIES
Accrued expenses 12,375 55,064
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Total liabilities 12,375 55,064
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Net assets available for benefits $8,239,576 $8,134,503
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The accompanying notes are an integral part of these financial statements.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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2000 1999
ADDITIONS
Employee contributions $ 980,444 $ 775,251
Employer contributions 554,386 485,080
Interest and dividend income 510,531 409,476
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Total additions 2,045,361 1,669,807
DEDUCTIONS
Participant benefits (1,071,860) (653,015)
Net depreciation in the fair value of investments (823,487) (365,973)
Administrative expenses (44,941) (43,176)
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Net additions 105,073 607,643
Net assets available for benefits, beginning of year 8,134,503 7,526,860
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Net assets available for benefits, end of year $ 8,239,576 $ 8,134,503
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The accompanying notes are an integral part of these financial statements.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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1. DESCRIPTION OF THE PLAN
Dominion Homes, Inc. (the Employer) established Dominion Homes, Inc.
Retirement Plan and Trust (the Plan) effective July 1, 1985. The Plan
is a defined contribution plan designed to comply with Sections 401(a)
and (k) of the Internal Revenue Code. The following is a brief
description of the Plan. Participants should refer to the plan document
for a complete explanation of the Plan's provisions.
Employees are eligible to participate in the Plan upon the latest of:
a) the attainment of age 21; b) the completion of six months of
service; and c) classification as a regular full-time employee,
exclusive of employees for whom retirement benefits have been the
subject of good faith collective bargaining.
Participants designate the percentage of employer and participant
contributions invested in the fourteen investment fund options. These
options include:
- Dominion Homes Stock
- EB Money Market Fund
- Prism MaGIC Fund
- Victory LifeChoice Conservative Investor Fund
- Victory LifeChoice Moderate Investor Fund
- Victory LifeChoice Growth Investor Fund
- Victory Diversified Stock Fund
- Victory Stock Index Fund
- Fidelity Advisors Growth Opportunities Fund (Class T)
- Janus Twenty Fund
- Janus Worldwide Fund
- INVESCO Dynamics Fund
- PIMCO Total Return Fund
- Franklin Small Cap Growth Fund
The EB Money Market Fund and the Prism MaGIC Fund are KeyBank Common
Trust Funds with investments in fixed income securities and guaranteed
investment contracts. Participants may change their investment options
on a daily basis.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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A participant in the Plan may enter into a salary reduction agreement
with the Employer, authorizing the Employer to withhold a percentage of
such participant's compensation and to contribute such amount to the
Plan on their behalf. If a participant has not authorized the Employer
to withhold at the maximum rate and desires to increase the total
amount withheld for a plan year, such participant may authorize the
Employer to withhold a supplemental amount up to 100% of their
compensation for one or more pay periods. In no event may the sum of
the amounts withheld under the Salary Reduction Agreement plus the
supplemental withholding in any calendar year exceed $10,500. In
accordance with Section 401(k) of the Internal Revenue Code, all
amounts withheld from a participant's compensation in accordance with
this section and contributed to their Salary Reduction Account are not
to be included in the gross income of the participant for federal
income tax purposes and are deemed, for tax purposes, to be an employee
contribution to the Plan.
The Employer is required to make matching contributions to the Plan
from its current or accumulated profits, if any, equal to 100% of the
first 3% of salary reduction contributions made by participants and 50%
of the next 2% of salary reduction contributions, provided that the
participant is employed on the last day of the plan year, subject to
the limitations as published from time to time by the Internal Revenue
Service. In no event may the sum of the amounts credited to a
participant's Salary Reduction Account and Matching Contribution
Account in any plan year exceed the lesser of 25% of the participant's
compensation for the plan year or $30,000.
A participant's interest in their Salary Reduction Account, Rollover
Account, and Matching Contribution Account shall be fully vested and
nonforfeitable at all times.
Participants may borrow from their participant accounts a minimum of
$1,000 up to a maximum amount equal to the lesser of 50% of their
vested account balance or $50,000. Loan terms are not to exceed 5 years
with the interest rate based on the rates available for similar loans
from commercial lending institutions. The loans are collateralized by
an assignment, pledge, or other security interest in the participant's
vested account balance. Repayment of a loan is required to be made
through payroll deductions on an after-tax basis in level payments of
principal and interest.
Benefits under the Plan are generally payable upon the earliest
occurrence of a participant's death, disability or retirement at or
after attainment of normal retirement age. On termination of service
due to death, disability or retirement, a participant may elect to
receive either a lump-sum amount equal to the value of the
participant's vested interest in their account, or in equal monthly,
quarterly, semiannual or annual installments over a period not to
exceed ten years. For termination of service due to other reasons, a
participant may receive the value of the vested interest in their
account as a lump-sum distribution. Notwithstanding the
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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foregoing, a participant's Salary Reduction Account may also be
distributed in the event of certain financial hardships or the
attainment of age 55.
The Employer reserves the right at any time to amend or terminate this
Plan or to suspend contributions thereto, provided that no such
amendment, termination or suspension shall have the effect of giving
the Employer any right or interest, or of revoking or diminishing the
rights and interests of any participant in the funds then held by the
Trustee.
2. ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
in the preparation of the financial statements. The policies conform to
accounting principles generally accepted in the United States of
America.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value that is measured from
quoted market prices as of the last business day of the plan year.
Security transactions are reflected on a trade-date basis, which is not
materially different from a settlement-date basis. Dividends are
recorded on the ex-dividend date. Interest is recorded on the accrual
basis.
In the statements of changes in net assets available for plan benefits,
the Plan presents the net depreciation in the fair value of its
investments, which consists of the net realized gains or losses and the
net unrealized appreciation or depreciation on those investments.
ADMINISTRATIVE EXPENSES
Administrative expenses are paid by the trustee from the net assets of
the Plan. Approximately $45,000 and $43,000 in administrative expenses
were incurred for the years ended December 31, 2000 and 1999,
respectively.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the plan administrator to make estimates and
assumptions that affect the reported amounts of net assets available
for benefits at the date of the financial statements and the changes in
the net assets available for benefits during the reporting period and,
when applicable, disclosures of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from
those estimates.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, mutual funds, and other investment securities. Investment
securities are exposed to various risks, such as interest rate, market,
and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes
in the values of investment securities will occur in the near term and
that such changes could materially affect participants' account
balances and the amounts reported in the statement of net assets
available for plan benefits.
3. INVESTMENTS
The following are investments that represent 5 percent or more of the
Plan's net assets available for benefits as of December 31, 2000 and
December 31, 1999:
2000
INVESTMENTS FAIR VALUE
Dominion Homes Stock Fund $ 1,299,393
Victory LifeChoice Moderate Investor Fund 1,255,372
Victory LifeChoice Growth Investor Fund 1,224,246
Janus Twenty Fund 821,809
Victory Stock Index Fund 742,829
Victory Diversified Stock Fund 633,377
INVESCO Dynamics Fund 576,621
Janus Worldwide Fund 522,751
1999
INVESTMENTS FAIR VALUE
Dominion Homes Stock Fund $ 1,085,681
Victory LifeChoice Moderate Investor Fund 1,152,671
Victory LifeChoice Growth Investor Fund 1,438,963
Victory Stock Index Fund 793,821
Fidelity Advisor Growth Opportunities Fund 978,466
Janus Twenty Fund 720,698
Janus Worldwide Fund 515,264
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
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4. TAX STATUS
The Plan has been designed to meet the requirements of Sections 401(a),
401(k) and 501(a) of the Internal Revenue Code, as amended by the
Employee Retirement Income Security Act of 1974 (ERISA). The Plan has
been granted favorable determination of tax-exempt status under Section
501(a).
The Plan obtained its latest determination letter on May 6, 1996, in
which the Internal Revenue Service (IRS) stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the Plan's
tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan held, at fair value, $1,299,393 and $1,085,681 of Dominion
Homes, Inc. common shares (Employer securities) at December 31, 2000
and 1999, respectively. The Plan purchased 16,169 and 10,192 shares of
Dominion Homes, Inc. common shares at a cost of $100,535 and $88,974 in
2000 and 1999, respectively. The Plan sold 21,484 and 11,299 Dominion
Homes, Inc. common shares for $150,977 and $71,720 with a realized gain
of $33,940 and $10,276 in 2000 and 1999, respectively.
Certain Plan investments are units of common/collective trusts and
money market funds managed by Key Bank, an affiliate of Key Trust
Company in 2000 and 1999. The Key Trust Company is the trustee as
defined by the Plan for 2000 and 1999 and, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by
the Plan for investment management services amounted to $21,571 and
$29,026 for the plan years ended December 31, 2000 and 1999,
respectively.
6. RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500
Net assets available for benefits and benefits paid to participants per
the financial statements differ from the Form 5500 due to amounts
allocated to withdrawing participants. Amounts allocated to withdrawing
participants are recorded as liabilities on the Form 5500 for benefit
claims that have been processed and approved for payment prior to
December 31 but not paid as of that date. Such amounts are not
liabilities for financial reporting purposes.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
LINE 4i - SCHEDULE OF ASSETS (HELD AT YEAR END)
DECEMBER 31, 2000
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IDENTITY OF ISSUER, BORROWER
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT SHARES FAIR VALUE
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* Key Trust Company EB Money Market Fund 67,506 $ 67,506
* Key Trust Company Prism MaGIC Fund 24,946 359,409
* Dominion Homes, Inc. Common Shares 153,993 1,299,393
* Dominion Homes, Inc. Pooled Loans 150,422 150,422
* Victory Funds Diversified Stock Fund 43,175 633,377
* Victory Funds LifeChoice Conservative Investor Fund 3 33
* Victory Funds LifeChoice Moderate Investor Fund 112,893 1,255,372
* Victory Funds LifeChoice Growth Investor Fund 108,532 1,224,246
* Victory Funds Stock Index Fund 34,744 742,829
Fidelity Advisors Growth Opportunities Fund (Class T) 4,271 254,418
Janus Janus Twenty Fund 14,997 821,809
Janus Janus Worldwide Fund 9,194 522,751
INVESCO Funds Dynamics Fund 24,258 576,621
PIMCO Funds Total Return Fund 4,183 43,465
Franklin Templeton Funds Franklin Small Cap Growth Fund 5,827 229,185
* Denotes a party-in-interest transaction
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DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2000
INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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1 Consent of Independent Public Accountants Page 15
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