8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 8, 2004

DOMINION HOMES, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-23270	31-1393233
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer Identification No.)

5000 Tuttle Crossing Boulevard, P.O. Box 5000, Dublin, Ohio	43016-5555
(Address of principal executive offices)	(Zip Code)

(614) 356-5000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 8, 2004, Dominion Homes, Inc., an Ohio corporation (the “Company”), announced its financial results for the quarter ended September 30, 2004. A copy of the Company’s press release announcing these results is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

ITEM 7.01 REGULATION FD DISCLOSURE.

The information in this Current Report on Form 8-K is also being furnished pursuant to Regulation FD (17 CFR §§ 243.100 et seq.).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 8, 2004

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Signature

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 hereunto duly authorized.

DOMINION HOMES, INC.
By:	/s/ Terrence R. Thomas
	Terrence R. Thomas, Senior Vice President and Chief Financial Officer

Date: November 8, 2004

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EX-99.1

Exhibit 99.1

For Immediate Release For additional information contact:

Terrence R. Thomas or Terry E. George

(614) 356-5000

Dominion Homes Reports Financial

Results for the Third Quarter of 2004

DUBLIN, Ohio – November 8, 2004 – Dominion Homes (NASDAQ:DHOM) reported revenues increased 6% to $162.6 million for the three months ended September 30, 2004. Higher costs of real estate sold and increased selling, general and administrative expenses offset the third quarter 2004 revenue gain, resulting in an 18% decline in net income compared to the third quarter of 2003.

The third quarter 2004 increase in revenues was due to the higher average price of homes delivered, which rose 10.5% compared to the same period last year. The Company delivered 820 homes during the third quarter of 2004 versus 844 homes a year ago. Included in third quarter 2004 sales and deliveries are 21 model homes, with a sales value of $3.5 million, which the Company leased back for use as sales models. Gross profit declined slightly to $36.2 million for the third quarter of 2004 from $36.7 million the prior year, while the gross profit margin declined to 22.3% of revenues from 24.0% for the third quarter of 2003. The decline in gross profit margin reflects the impact of higher building material costs and efforts by the Company to reduce its investment in inventory homes. Selling, general and administrative expenses rose $1.6 million to $21.0 million for the third quarter of 2004 compared to the third quarter of 2003, representing 12.9% and 12.7% of revenues during the third quarter of 2004 and 2003, respectively. Net income was $7.5 million, or $0.91 per diluted share for the three months ended September 30, 2004, versus $9.1 million, or $1.13 per diluted share, for the same period last year.

Revenues for the nine months ended September 30, 2004 increased 7% to $426.5 million compared to a year ago. The Company delivered 2,232 homes during the 2004 year-to-date period versus 2,177 for the same period in 2003. Gross profit for the first nine months of 2004 increased 2% to $97.2 million compared to the prior year. Selling, general and administrative expense increased 14% to $59.8 million for the nine months ended September 30, 2004, primarily due to the costs of implementing the Company’s plans for growth entering 2004, expenses directly related to testing and documentation of internal controls required by the Sarbanes-Oxley Act, and costs related to the replacement of the Company’s Chief Financial Officer. Net income was $19.2 million, or $2.34 per diluted share, for the first nine months of 2004 compared to $22.2 million, or $2.74 per diluted share, for the same period last year.

As reported on October 8, 2004, the Company sold 598 homes during the three months ended September 30, 2004, representing a sales value of $109.4 million, compared to 718 homes, representing a sales value of $131.5 million, sold during the third quarter of 2003. For the first nine months of 2004, the Company sold 2,058 homes, representing a sales value of $385.2 million, compared to 2,485 homes, representing a sales value of $444.6 million for the same period last year. The Company’s backlog on September 30, 2004 was 845 contracts with a sales value of $166.0 million, compared to 1,326 contracts with a sales value of $251.2 million on September 30, 2003. The average price of homes in backlog on September 30, 2004 was $196,450 compared to $189,400 on September 30, 2003.

According to Douglas G. Borror, Chairman and CEO of Dominion Homes, “While the third quarter has presented us with many challenges, we are still positioned to deliver the third best year in our Company’s history.”

The Company’s third quarter 2004 conference call to discuss earnings will take place at 2:00 p.m. Eastern Time on Tuesday, November 9, 2004. Interested parties may listen by accessing the Company’s website at www.dominionhomes.com, selecting any one of the Ohio or Kentucky locations and then selecting “Third Quarter Analyst’s Webcast Conference Call.”

Dominion Homes offers a variety of homes, which are differentiated by size, price, standard features and available options. The Company’s “The Best of Everything” philosophy focuses on providing its customers with unsurpassed products, quality, and customer service. There are currently over 55 Dominion Homes locations in Central Ohio and Louisville and Lexington, Kentucky. Additional information about the Company and its homes is located on its website.

Certain statements in this news release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those in the forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, weather conditions, changes in general economic conditions, fluctuations in interest rates, increases in raw materials and labor costs, change in demand from first time home buyers, levels of competition and other factors described in the Company’s Annual Report and Form 10-K for the year ended December 31, 2003. There can be no assurance that the forward-looking statements made in this document will prove to be accurate, and issuance of such forward-looking statements should not be regarded as a representation by the Company, or any other person, that the objectives and plans of the Company will be achieved. All forward-looking statements made in this press release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.

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FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except share and per share amounts)

Consolidated Statements of Operations

	Three Months Ended September 30,				Nine Months Ended September 30,
	2004		2003		2004		2003
Revenues	$	162,623	$	153,188	$	426,476	$	397,147
Cost of real estate sold		126,383		116,491		329,232		302,055
Gross profit		36,240		36,697		97,244		95,092
Selling, general and administrative		20,972		19,434		59,769		52,414
Income from operations		15,268		17,263		37,475		42,678
Interest expense		2,389		1,984		6,180		5,730
Income before income taxes		12,879		15,279		31,295		36,948
Provision for income taxes		5,377		6,142		12,116		14,758
Net income	$	7,502	$	9,137	$	19,179	$	22,190
Earnings per share
Basic	$	0.94	$	1.16	$	2.40	$	2.80
Diluted	$	0.91	$	1.13	$	2.34	$	2.74
Weighted average shares outstanding
Basic		8,008,556		7,905,076		7,981,174		7,927,934
Diluted		8,222,127		8,083,986		8,178,974		8,095,492

Consolidated Balance Sheets

	September 30,		December 31,
	2004		2003
ASSETS
Cash and cash equivalents	$	7,757	$	5,025
Accounts receivable		4,000		2,533
Real estate inventories		415,446		326,809
Prepaid expenses and other		6,376		7,220
Deferred income taxes		3,374		5,781
Net property and equipment		8,012		8,774
Total assets	$	444,965	$	356,142
LIABILITIES AND SHAREHOLDERS’ EQUITY
Note payable, banks	$	190,801	$	129,220
Term debt		8,951		10,958
Other liabilities		57,521		49,903
Total liabilities		257,273		190,081
Total shareholders’ equity		187,692		166,061
Total liabilities and shareholders’ equity	$	444,965	$	356,142

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Land Inventory as of September 30, 2004

	Finished	Lots Under	Unimproved Land	Total
Land Inventory	Lots	Development	Estimated Lots	Estimated Lots
Owned by the Company:
Central Ohio	1,967	1,549	8,927	12,443
Kentucky	566	634	1,445	2,645
Controlled by the Company:
Central Ohio			6,471	6,471
Kentucky			836	836
	2,533	2,183	17,679	22,395

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