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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to



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Commission File Number: 0-23270

Dominion Homes, Inc.

(Exact name of registrant as specified in its charter)



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



|                                         |  |           
|---------------------------------------- |  | ----------
|5000 Tuttle Crossing Blvd., Dublin, Ohio |  | 43016-5555
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: 614-356-5000

Securities registered pursuant to Section 12(b) of the Act: common shares without par value

Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes ̈No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act.     Yes ̈No  x

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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer     x

Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes ̈No    x

As of June 30, 2006, the last business day of the Registrants most recently completed second fiscal
quarter, the aggregate market value of our common shares held by non-affiliates was $41,437,000 based on the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System National Market System. For this
purpose, non-affiliates are defined to be all shareholders of the Registrant other than its directors and executive officers and its largest shareholder, BRC Properties Inc.

As of March 15, 2007, there were 8,415,342 common shares, without par value, outstanding.

DOCUMENTS
INCORPORATED BY REFERENCE



|                                                                                               |  |                                           
|---------------------------------------------------------------------------------------------- |  | ------------------------------------------
|Document                                                                                       |  | Parts of Form 10-K Into Which Incorporated
|Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held May 2, 2007. |  | Part III                                  





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TABLE OF CONTENTS



|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  | PART I                                                                                                       |  |     
|           |  |                                                                                                              |  | Page
|           |  |                                                                                                             
|Item 1.    |  | Business                                                                                                     |  | 1   
|           |  |                                                                                                             
|Item 1A.   |  | Risk Factors                                                                                                 |  | 11  
|           |  |                                                                                                             
|Item 1B.   |  | Unresolved Staff Comments                                                                                    |  | 17  
|           |  |                                                                                                             
|Item 2.    |  | Properties                                                                                                   |  | 18  
|           |  |                                                                                                             
|Item 3.    |  | Legal Proceedings                                                                                            |  | 18  
|           |  |                                                                                                             
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 20  
|           |  |                                                                                                             
|           |  | PART II                                                                                                      |  |     
|           |  |                                                                                                             
|Item 5.    |  | Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |  | 21  
|           |  |                                                                                                             
|Item 6.    |  | Selected Financial Data                                                                                      |  | 23  
|           |  |                                                                                                             
|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                         |  | 24  
|           |  |                                                                                                             
|Item 7A.   |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 43  
|           |  |                                                                                                             
|Item 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 45  
|           |  |                                                                                                             
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 80  
|           |  |                                                                                                             
|Item 9A.   |  | Controls and Procedures                                                                                      |  | 80  
|           |  |                                                                                                             
|Item 9B.   |  | Other Information                                                                                            |  | 81  
|           |  |                                                                                                             
|           |  | PART III                                                                                                     |  |     
|           |  |                                                                                                             
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                                       |  | 82  
|           |  |                                                                                                             
|Item 11.   |  | Executive Compensation                                                                                       |  | 82  
|           |  |                                                                                                             
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters               |  | 82  
|           |  |                                                                                                             
|Item 13.   |  | Certain Relationships, Related Transactions and Director Independence                                        |  | 83  
|           |  |                                                                                                             
|Item 14.   |  | Principal Accounting Fees and Services                                                                       |  | 83  
|           |  |                                                                                                             
|           |  | PART IV                                                                                                      |  |     
|           |  |                                                                                                             
|Item 15.   |  | Exhibits, Financial Statement Schedules                                                                      |  | 83  
|          
|Signatures



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PART I



|Item 1. | BUSINESS
|------- | --------

All references to
we, us, and our, Dominion, or the Company in this Annual Report on Form 10-K mean Dominion Homes, Inc. and its consolidated subsidiaries, except where it is made clear that the term only
means Dominion Homes, Inc.

We desire to take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the PSLRA). This Annual Report on Form 10-K contains various forwardlooking statements within the meaning of the PSLRA and other applicable securities laws. Such statements can be
identified by the use of the forward-looking words anticipate, estimate, project, believe, intend, expect, hope or similar words. These statements discuss future
expectations, contain projections regarding future developments, operations or financial conditions, or state other forward-looking information. These forward-looking statements involve various important risks, uncertainties and other factors which
could cause our actual results for 2007 and beyond to differ materially from those expressed in the forward-looking statements. Included among such important risks, uncertainties and other factors are the business risks identified in Item 1A.
of this Form 10-K.

Overview

We
are a leading builder of high-quality homes and condominiums in Central Ohio (the Columbus Metropolitan Statistical Area) and in the Louisville and Lexington, Kentucky Metropolitan Statistical Area markets. Our customer-driven focus targets
primarily entry-level and move-up home buyers. We offer a variety of homes and condominiums that are differentiated by price, size, included features and available options. Our homes range in price from approximately $100,000 to $400,000 and in size
from approximately 1,000 to 3,500 square feet.

We trace our homebuilding roots to 1952 when Donald A. Borror, our founder, built his first
home in Columbus, Ohio. The Borror family grew the homebuilding business and operated it as part of the homebuilding and related divisions of BRC Properties Inc. (BRC). We were organized as an Ohio corporation in October 1993 under the
name Borror Corporation in anticipation of our initial public offering, which we completed in March 1994. In connection with the initial public offering, we acquired from BRC, our predecessor company and our largest shareholder, its homebuilding
operations. BRC is primarily owned and is controlled by the Borror family. In May 1997, we changed our name to Dominion Homes, Inc.

Our
principal corporate offices are located at 5000 Tuttle Crossing Blvd., Dublin, Ohio 43016-5555. The telephone number of our principal corporate offices is (614) 356-5000 and our web site address is www.dominionhomes.com.

Our Markets

We presently build homes in three
markets, Central Ohio, Louisville, Kentucky and Lexington, Kentucky. Each of our markets has solid employment bases with steady population



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growth over the last 10 years. We believe we are one of the largest homebuilding companies in both the Central Ohio and Louisville, Kentucky markets, based
on the number of new homes delivered. We currently have three communities in Lexington, Kentucky which we entered in 2004.

In 2006, we
delivered approximately 18% of all new homes in the Central Ohio market as reported in an annual housing report for 2006 prepared by a Columbus, Ohio based real estate service that is unaffiliated with the Company. Columbus, the largest city in the
Central Ohio market, is the capital of Ohio, the county seat of Franklin County and the largest city in Ohio. The Columbus Metropolitan Statistical Area (the Columbus MSA) has a population of approximately 1.65 million. As of December
2006, the unemployment rate in the Columbus MSA was approximately 4.5% and the average rate in Ohio was 5.6%. Columbus is the home of The Ohio State University. In addition, a number of notable organizations have their headquarters in Central Ohio,
including Honda of America Manufacturing, Inc., American Electric Power Company, Inc., Limited Brands, Inc., Nationwide Insurance Company, Wendys International, Inc., Battelle Memorial Institute, The Scotts Miracle-Gro Company and Cardinal
Health, Inc. The Columbus MSA includes Delaware, Fairfield, Franklin, Licking, Madison, Morrow, Pickaway and Union counties. We build homes in all of these counties, except Madison and Morrow Counties. In addition to the Columbus MSA, we are also
selling homes in Marion County, which is in Central Ohio.

In 1998, we expanded our operations into Louisville, Kentucky. In 2006, we
believe that we delivered approximately 4% of all new homes in the Louisville market based on the total number of permits issued in 2006 in the Louisville Metropolitan Statistical Area (the Louisville MSA). The Louisville MSA has a
population of approximately 1.2 million. As of December 2006, the unemployment rate in the Louisville MSA was 4.7% and the average rate in Kentucky was 4.9%. Louisville is the home of the University of Louisville and the headquarters for major
corporations such as Humana, Inc., Yum! Brands, Inc. and KFC Corporation. Other major employers in Louisville include GE Appliance, Ford Motor Company and United Parcel Service, Inc. The Louisville MSA consists of Jefferson, Oldham, Bullitt,
Trimble, Nelson, Meade, Spencer, Shelby and Henry counties in Kentucky and Harrison, Floyd, Clark and Washington Counties in Southern Indiana. We presently build homes in Jefferson, Oldham, Shelby and Clark counties.

In 2004, we further expanded our operations into Lexington, Kentucky. We chose Lexington because of its strong economy, its proximity to our existing
operations in Louisville and our ability to share many systems and personnel in developing communities and building homes in both of our Kentucky locations. The Lexington Metropolitan Statistical Area (the Lexington MSA) has a population
of approximately 500,000. As of December 31, 2006, the unemployment rate in the Lexington MSA was 3.7%. Lexington is the home of the University of Kentucky, Toyota Motor Manufacturing Kentucky, Inc. and Lexmark International. The Lexington MSA
consists of Bourbon, Clark, Fayette, Jessamine, Scott and Woodford counties. We presently build homes in Fayette and Scott counties.



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Our Products

We focus on providing high-quality, affordably priced homes primarily for entry-level and move-up home buyers. We currently offer five distinct series of homes, which are differentiated by price, size, standard features and available
options. Generally, the design of our homes allows them to be built in any of our three markets, depending on the availability of compatible land sites.



| |  |  | Independence CollectionOur Independence Collection, a neo-traditional housing concept, targets entry-level home buyers. We offer a wide-range of
home designs in this series, ranging in price from approximately $100,000 to $195,000 and in size from approximately 1,000 to 1,900 square feet. This series consists of detached, single-family homes located in communities with relatively narrow
streets, garage access through alleys in the rear and the look, feel and privacy of homes in older, traditional neighborhoods. We have established Independence Collection communities both as single-family homes in condominium communities and as
fee-simple communities with condominium conveniences under provisions of applicable zoning code for traditional neighborhood developments. We believe that these communities maximize our land use and can be developed more efficiently at reduced
costs. Our Independence Collection homes represented approximately 33% of our home deliveries in 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Metropolitan SeriesOur Metropolitan Series, which we formally introduced in mid- 2005, targets the young, single home buyer. We offer six attached
two-story townhome designs, ranging in price from $140,000 to $165,000 and in size from approximately 1,600 to 2,300 square feet, in maintenance-free communities. We currently offer our Metropolitan Series in three communities. Our Metropolitan
Series homes represented approximately 3% of our home deliveries in 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Celebration and Celebration Classic SeriesOur Celebration and Celebration Classic Series targets entry-level and first-time move-up home buyers. We
offer a wide-range of single-family traditional home designs in this series, ranging in price from approximately $130,000 to $275,000 and in size from approximately 1,400 to 2,500 square feet. Our Celebration and Celebration Classic Series homes
represented approximately 51% of our home deliveries in 2006.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tradition SeriesOur Tradition Series, with styles ranging from contemporary to traditional designs, targets move-up home buyers. We offer a wide-range
of single-family home designs in our Tradition Series, ranging in price from approximately $200,000 to $400,000 and in size from approximately 2,100 to 3,500 square feet. These home designs incorporate many semi-custom features and offer a variety
of options. Our Tradition Series homes represented approximately 12% of our home deliveries in 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Grand Reserve SeriesOur Grand Reserve Series targets active adults who want luxury patio homes built in private communities with convenient amenities
like pools and clubhouses. Launched in late 2005, we offer four single-family designs ranging in price from approximately $175,000 to $235,000 and in size from approximately 1,300 to 2,000
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | square feet. These home designs are all ranch styles or offer first-floor master bedrooms with many standard features, and a variety of semi-custom options.
We are currently selling Grand Reserve Series homes in three communities. Our Grand Reserve Series homes represented approximately 1% of our home deliveries in 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We regularly build prototypes of new home designs in order to expand our target markets. Our Independence Series and Metropolitan Series homes both
resulted from successful prototype designs.

Community Development

Our community development process generally consists of two phases: land acquisition and development and home construction.

Land Acquisition and Development.We believe that one of our key strengths is our ability to identify and economically acquire land to be developed for our homebuilding operations. During 2006, we were the
developer of over 90% of the communities in which we built homes. This practice enables us to: (1) improve our profit margins by reducing the cost of finished lots, (2) maintain an adequate supply of finished lots to meet market demand,
(3) control the details of development in order to create a distinctive look and feel in our communities, and (4) streamline and coordinate the construction process.

We believe that our understanding of our homebuilding markets gives us an advantage in identifying and acquiring unimproved land with good market
potential. In considering the suitability of unimproved land for development, we review factors such as: (1) availability of existing community services such as sewers, water, gas and electricity, (2) estimated costs of development,
(3) the quality of surrounding school systems, (4) population growth patterns, (5) proximity to developed residential and retail areas, (6) employment growth rates, (7) anticipated absorption rates for new housing, and
(8) availability of transportation.

To limit our risk, we generally attempt to control land through the use of option and contingent
purchase contracts when purchasing land. These contingent purchase contracts condition our obligation to purchase land subject to our review and approval of such matters as zoning, utilities, soil and subsurface conditions, environmental and wetland
conditions, title matters, economic feasibility of development and other property-related criteria. We generally do not acquire unimproved land until necessary environmental studies and zoning permits have been obtained and the land is served by
utilities. Our engineering and design professionals plan and engineer the land and oversee the construction of streets, sewers, water and drainage facilities and other improvements to meet our specifications. In developing land, we are required by
some municipalities and other governmental authorities to provide letters of credit or performance bonds to secure performance of our obligations to install sewers, streets and other improvements.

Through our control of the development process, from the design of each community entryway to the placement of streets and amenities, we create a
distinctive look and feel in each of our communities. We generally complete the sale of homes in our communities over a period of years, with smaller communities generally taking less time to complete than larger



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communities. Certain large communities can take more than five years to complete. In addition, we typically incorporate an association of the homeowners to
ensure the continued maintenance of the common areas after the community is developed.

We selectively enter into joint ventures with other
homebuilders to own and develop communities where our equity interests generally range from 33% to 50%. We account for these investments using the equity method. Development costs of the joint ventures generally are funded by the participants. The
participants in the joint ventures acquire substantially all of the developed lots. As of December 31, 2006, we were actively participating in seven joint ventures, with an aggregate investment of $9.1 million.

Land inventory that we own consists of either (1) land titled in our name or (2) our pro rata share of land titled in the name of one of our
joint ventures. Land inventory that we control consists of land that we have committed to purchase or have the right to acquire under contingent purchase or option contracts. We expect that a portion of our contingent contracts will not be completed
for various reasons. We continually review our land inventory and contingent contracts to determine which contracts are reasonably likely to result in a completed land purchase. When we determine that land that we own no longer fits into our sales
plans, we offer such land for sale, primarily to other homebuilders, or in some limited instances, to commercial developers.

As a result
of the lower demand for houses that we experienced during 2006 and 2005, our land inventory position grew to a level greater than the amount required to support our current level of operations. We have slowed the acquisition of additional land,
cancelled certain contingent purchase contracts and offered land not required for current sales plans for sale. We sold $13.2 million of land during 2006 and limited our purchases to $2.4 million during the same period.

Home Construction.To further improve our building efficiency and to better control our supply and cost of raw materials, we operate our own
lumber and construction products distribution centers for our Central Ohio job sites. The distribution centers enable us to provide just-in-time delivery of materials, and to purchase high-quality lumber products and other building materials,
including shingles, doors and windows, directly from mills and wholesalers at more attractive prices than are available to many of our competitors. We occasionally purchase lumber for delayed delivery to ensure adequate supply and predictable costs.
Substantially all of the lumber and other building materials maintained at our distribution centers are for our own use. In addition to buying and delivering building materials, most of the floor trusses used in our Central Ohio homes are
manufactured at our primary distribution center.

We act as the general contractor for the construction of our homes. Our construction
superintendents, together with the construction managers to whom they report, monitor construction, coordinate the activities of subcontractors and suppliers, maintain quality and cost controls, and monitor compliance with zoning and building codes.
We use subcontractors to minimize our employment cost, equipment and building supply inventory. This practice also increases our ability to respond to changes in the demand for housing. We have longstanding business relationships with many of our
subcontractors. These relationships, combined with our



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building volume, year-round construction schedule, and efficient home designs, have enabled us to negotiate favorable agreements with our subcontractors and
allow us to better control the costs of skilled labor.

We maintain information and administrative systems to support our construction
operations. These systems are designed to allow us to monitor construction costs by providing us with the information necessary to manage subcontractor performance and expenditures on each home. Subcontracted work is authorized by work orders. The
cost of deviations from the work order must be approved for payment by our construction superintendents and we investigate significant cost variances. These information systems also integrate our sales reporting, contract management and material
distribution systems into the construction process.

Our general practice is to start construction of a Celebration, Celebration Classic,
Tradition and Grand Reserve Series of home when we have obtained an executed sales contract. However, we selectively start construction of a limited number of homes in these series without a sales contract in anticipation of seasonal demand and to
attract customers, such as corporate transferees, who need homes in 60 to 90 days. We generally begin construction of the Independence Collection and Metropolitan Series of homes without a sales contract because we believe this to be the most
efficient method to build these types of homes. In addition to the intentional creation of inventory homes, an inventory home is also created when a sales contract is cancelled after construction has commenced, generally because the purchaser has
not satisfied a contingency. Most cancellations occur when home buyers cannot qualify for financing. However, some cancellations occur prior to or during the construction process, often because the home buyer exercised the right to cancel the sales
contract when the home buyer was unable to sell an existing home. Our average cancellation rate was 37%, 35% and 34% in 2006, 2005 and 2004, respectively.

As of December 31, 2006, we had 256 inventory homes in various stages of construction, compared to 249 inventory homes at December 31, 2005. In prior years, we started the foundation of homes on a strategic
and selective basis during the fall and early winter in order to moderate the effects of weather on the building process. These foundations were not included in the number of inventory homes we reported. We did not start any winter foundations in
the fall or early winter of 2006.

Marketing Strategy

Marketing and Sales.We have an extensive marketing plan, which includes advertising by broadcast, newspapers, magazines, direct mail, and our Dominion Homes website. Our newly launched marketing
campaign targets women, between 25 and 44 years old, and has a fresh and updated look and feel designed to move Dominion Homes into their consideration set. We have included a new tagline in our advertising that speaks to our customers about buying
a new home that is perfect for them, and sells against the existing home market: Dominion  Its Your Home.

We sell our
homes principally through the use of on-site, fully furnished and landscaped model homes decorated to emphasize the quality design features and choices available to our



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customers. As of December 31, 2006, we had 42 model homes compared to 75 model homes as of December 31, 2005. We encourage independent realtor
participation in the home sales process because realtors often introduce our homes to customers who might not otherwise consider purchasing a new home.

As of December 31, 2006, we employed 41 sales representatives. We devote significant attention to the continued training of our sales representatives to assure high levels of ethics, professionalism and product
knowledge. Our sales representatives are trained to help the customer determine which home design best suits his or her needs based on the benefits and features of our homes and are also well-versed on the construction process and timelines. We
believe that the use of an in-house sales staff allows for a more knowledgeable sales presentation and enables us to communicate a consistent message to our customers.

We support our Central Ohio operations through a customer center that is located in an office building adjacent to our Dublin, Ohio executive offices. Customer center operations include decorating services as well as
mortgage financing services and title and closing services provided by our affiliated entities Centennial Home Mortgage, LLC (Centennial) and Alliance Title Agency, Ltd. (Alliance), respectively. We believe that, by combining
these operations in one location, we can provide a more effective and satisfying home buying experience for our customers.

We use
promotional and sales incentives, such as discounts on the purchase price of our homes, to market our products. We also offer discounts to previous purchasers of our homes, employees of our vendors, our own employees and employees of select
companies.

Quality Homes and Communities.Our communities offer customers a wide-range of choices in neighborhoods and schools.
Many of our communities offer bicycle and jogging trails, walking paths, park areas, playgrounds and swimming facilities.

We believe that our homes have more included features than any competitor selling at comparable
prices in our markets. Our Celebration Series and Tradition Series homes generally include a front porch, high performance exterior, two-car garage, cathedral ceiling, air conditioning, all major kitchen appliances and fully sodded yard. We use
nationally recognized and industry leading brand name components in constructing many of our homes. These components include Andersen®wood windows, the Kohler®family of
bathroom and kitchen fixtures, Carrier®natural gas furnaces, Armstrong®flooring, General Electric®appliances, Wilsonart®decorative laminate and Aristokraft®cabinets.

We offer a comprehensive warranty program that features a two-year warranty covering the roof, windows, doors and all mechanical
elements of our homes, including the heating, plumbing and electrical systems. We also offer a 30-year warranty covering all major structural components in our Celebration and Celebration Classic Series, Independence Collection and Tradition Series
homes and a 10-year warranty on our Metropolitan Series and Grand Reserve Series homes. The structural warranty on each home is automatically transferred to subsequent owners of the home. We also transfer to our customers all warranties provided by
manufacturers and suppliers.



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Customer Financing.On March 31, 2006, we formed a new joint venture, Centennial, with,
Wells Fargo Bank, N.A. and its wholly owned subsidiary Wells Fargo Ventures, LLC (collectively Wells Fargo). Centennial is currently operating as a full-service mortgage bank providing mortgages to our customers and the general public
and is an operating subsidiary of Wells Fargo Bank, N.A. We account for our investment in Centennial using the equity method.

Through
Centennial, we offer our customers a number of attractive loan options that include interest rate buy downs and payment of the customers loan origination fees, rate commitment fees, discount points and some closing fees. In addition, there are
several no money down programs available to home buyers. These no money down programs are offered under both conventional and government-insured loan programs. The no money down programs offered under the
government-insured loan programs allow a home buyer to use gift funds received from a non-profit corporation as a down payment. We are obligated to make a contribution to the non-profit corporation that is slightly larger than the amount of the gift
to the home buyer.

We sell our homes using standard sales contracts. These contracts generally require the home buyer to make a $500
deposit when the contract is signed and to pay the remainder of the down payment at the start of construction or loan approval.

Customer Communication. We believe that the Internet continues to have a significant impact on the way that potential home buyers shop for homes. Therefore, we continue to redesign and update our website to better market our
products and communicate with our customers. We incorporated all market-specific web pages into one website and streamlined the structure to make it easier for our customers to find home and community information. Through our website, a potential
home buyer can take virtual tours of models and search our home inventory by specifying size, location, amenities and price. Our website allows our home buyers to communicate with their sales representatives and construction superintendents, and to
monitor construction progress.

Most of our closings are performed by our affiliated title insurance agencies. We own a 49.9% interest in
Alliance, an Ohio limited liability company which is licensed under Ohio insurance laws to conduct title insurance agency business in Ohio. Alliance provides title insurance and other closing related services for most of the Companys home
closings in Central Ohio. Our wholly-owned subsidiary, Alliance Title Agency of Kentucky, LLC, a Kentucky limited liability company, provides title insurance for our Louisville and Lexington, Kentucky home closings.

We believe that maintaining affiliated title insurance agencies facilitates efficient and convenient closings. The title insurance agency personnel are
trained to have a basic understanding of our home construction process and marketing strategy. We also believe that having affiliated title insurance agencies enhances communication between these agencies and the Company.



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After a home closing, we survey our home buyers twice and invite them to complete a questionnaire that
rates their home buying experience. This survey includes rating their sales representative, construction superintendent, decorating consultant and loan counselor. The questionnaires also provide other information regarding the home buyers
building experience. We use the information obtained from these questionnaires to refine our product offerings, and improve our customers experience. In addition, our overall customer satisfaction rating which we measure based on
survey responses to the question, Would you recommend Dominion Homes to a friend?, has been an important factor in our employee incentive compensation programs.

Value Engineering. We have enhanced our marketing strategy through our innovative approach to home design and construction. We use streamlined
architectural designs and offer more included features and amenities than we believe are normally found in new homes at comparable prices. This approach enables us to use standard-sized building materials and reduces construction deviations and
change orders. On an ongoing basis, we work closely with our vendors to further refine and standardize our building material needs, enabling us to realize additional cost and supply efficiencies. This focus on the design and construction process
allows us to deliver affordably priced homes with more consistent quality and relatively shorter construction times.

Our design work is
performed by our architectural department and contracted architectural firms. Each home design is value engineered for greater efficiency in the building process and to lower the cost to the home buyer. On an ongoing basis, the architectural
department uses its knowledge of our markets and feedback from our home buyers to create new designs and modify existing designs to keep pace with changing consumer tastes and preferences. The architectural department uses computer graphic programs
that provide flexibility in creating new designs, modifying existing designs and accurately estimating the materials required for any particular design.

Intellectual Property

We have obtained federal registrations for
many of our service marks, including Dominion Homes®, Dominion  Its Your
Home, The Best of Everything®, The Dominion HomeStore®and The Dominion HomeShow®. We have obtained or applied for design patents on many of our homes. We also have obtained or applied for copyright registrations
for both the architectural plans and the architectural works for virtually all of the homes that we build.



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Employees

We employed 283 full-time individuals and one part-time individual on December 31, 2006, including 234 individuals employed in Ohio and 50 in Kentucky. We employed 256 individuals in our home building operations, 27 individuals in our
building materials distribution centers and one individual in our wholly-owned Kentucky title agency. These numbers do not include eight individuals employed by Alliance Title Company in Ohio. Our employees are not represented by labor unions or
covered by collective bargaining agreements. We believe our relationships with our employees and subcontractors are generally good.

Other Information

Information regarding seasonality, our practices regarding working capital items and backlog orders is contained in this Report
in Part II, Item 7 under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations. Information regarding the sources and availability of labor and raw materials, competition and
governmental regulations affecting our business is contained in this report in Part I, Item IA under the heading, Risk FactorsMaterial or labor shortages can adversely affect our business; The homebuilding industry is highly
competitive; and Our business is subject to substantial government regulation, which could cause delays, increase costs, and restrict or prohibit homebuilding activity in certain regions.

Our homebuilding operations and our title operations have been aggregated into one reportable segmentthe homebuilding segment. Financial
information for our reporting segment can be found in Part II, Item 7, under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations.

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (SEC) under
the Securities Exchange Act of 1934 (the Exchange Act). Our SEC filings are available to the public through the Internet at the SECs web site at http://www.sec.gov. The public may also read and copy any materials that we
file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We also make available, free of charge, at our Internet website, http://www.dominionhomes.com, our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, proxy statements and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, and other SEC filings as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC.



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|Item 1A. | RISK FACTORS
|-------- | ------------

Business Risks

Our business is cyclical and significantly affected by changes in national and local economic, business and other conditions, most of which are beyond
our control. These conditions include:



| |  |  | short and long term interest rates;
| | - |  | -----------------------------------



| |  |  | changes in governmental regulations;
| | - |  | ------------------------------------



| |  |  | employment levels and job growth;
| | - |  | ---------------------------------



| |  |  | availability and affordability of mortgage financing for home buyers;
| | - |  | ---------------------------------------------------------------------



| |  |  | availability and cost of building lots;
| | - |  | ---------------------------------------



| |  |  | availability of materials (including lumber) and labor;
| | - |  | -------------------------------------------------------



| |  |  | fluctuating costs of materials and labor;
| | - |  | -----------------------------------------



| |  |  | adverse weather conditions and natural disasters;
| | - |  | -------------------------------------------------



| |  |  | consumer confidence and housing demand;
| | - |  | ---------------------------------------



| |  |  | variations in the supply and market pricing of existing home inventories;
| | - |  | -------------------------------------------------------------------------



| |  |  | competitive overbuilding;
| | - |  | -------------------------



| |  |  | changing demographics;
| | - |  | ----------------------



| |  |  | cost overruns;
| | - |  | --------------



| |  |  | changes in tax laws that may make home ownership more expensive or less attractive;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | changes in local government fees; and
| | - |  | -------------------------------------



| |  |  | availability and cost of rental property and resale prices of existing homes.
| | - |  | -----------------------------------------------------------------------------

In addition, domestic terrorist attacks and the threat or the involvement of the United States in international armed conflict may also adversely affect
general economic conditions, consumer confidence and the homebuilding markets.

We are significantly leveraged and depend on the
availability of financing.We incur significant up-front expenditures for land acquisition, development and construction costs. We have traditionally financed these costs with borrowings, internally-generated funds and joint venture
arrangements. We cannot be sure that continued financing will be available to us in the future, or that any financing available to us will be on favorable terms. Our ability to make payments of principal or interest on, or to refinance our
indebtedness, will depend on our future operating performance and successful execution of our business strategy.

The homebuilding
industry is highly competitive. We compete in each of our geographic markets with national, regional and local homebuilders, some of which have greater financial, marketing, land acquisition and sales resources than we do. We compete not only
for home buyers, but also for desirable properties, financing, raw materials and skilled labor. Competitive conditions may make it difficult for us to acquire land that is suitable for our development, cause us to lower our prices and cause our
sales to decline. We may face competitive pressure to discount our homes, including competition with the existing home market. Such discounting could erode our gross profit margins. We also compete with the resale market for existing homes, which
some home buyers may prefer over new homes. Additionally, there are many other national and regional homebuilders, many of which have greater financial, marketing, land acquisition and sales resources than we do, that do not currently have a
significant presence in our markets. A concerted effort by these homebuilders to enter or expand their current operations in our markets could have a material adverse effect on our sales.



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We have a significant investment in land that exposes us to asset valuation risk, including future
losses on the sale of excess land and the potential for recognition of additional impairment reserves that could impact profitability. Our business strategy is to be the developer in substantially all of the communities in which we build homes.
Therefore, our long-term financial success depends and will continue to depend on our ability to acquire land, adjust our strategy for purchasing land, address changing market conditions and develop communities successfully. We commit substantial
financial and managerial resources to acquire land and develop the streets, utility services and other infrastructure before any revenue is generated from the community. We may acquire and develop land upon which we ultimately cannot, or choose not
to, build or sell homes. Because the market value of undeveloped land fluctuates, we may have to sell at a loss land that no longer meets our needs or which otherwise constitutes excess inventory.

Once we have begun the development of a new community, it is difficult and, at times, impractical, to discontinue development activities. Thus, we may be
forced to continue to incur costs associated with land development even if the demand for newly constructed homes decreases. In addition, declining sales volumes or profit margins as a result of lower demand may require that we record impairment
reserves for communities where we commenced land development at a time of higher demand. Conversely, if there is a sudden increase in the demand for our homes, we may not be able to fully take advantage of the increased demand if we have not begun
land development and acquisition activities on a sufficient number of communities.

Interest rate increases or changes in federal
lending programs could adversely affect sales of our homes. Virtually all purchasers of our homes finance their purchase through third party lenders who offer conventional and government-insured mortgage financing. A material increase in
mortgage interest rates or unfavorable changes to these lending programs would adversely affect the ability of prospective home buyers, particularly our targeted entry-level home buyers, to obtain mortgage financing. We also depend on the
availability and cost of mortgage financing for buyers of the current homes owned by potential purchasers of our homes. Prior to purchasing our homes, some of our home buyers must sell their current homes, and these sales depend on the availability
and cost of mortgage financing. In addition, because many of our home buyers use government-insured mortgage financing, a material reduction in the scope or funding of government-insured mortgage programs could have a material adverse effect on our
sales.

In particular, a substantial number of our home buyers use down payment assistance programs, which allow home buyers to receive
gift funds from non-profit corporations to be used as a down payment. At one time, the Department of Housing and Urban Development (HUD) proposed rules which would have prohibited the use of gift fund programs in conjunction with
government-insured mortgage loans. HUD subsequently withdrew these proposed rules, but has continued to increase its regulation of gift fund programs. Recently, the Internal Revenue Service (IRS) issued a ruling that may result in the
IRS challenging the tax exempt status of certain non-profit corporations that provide down payment assistance which are funded largely by



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homebuilders and sellers. The ruling may limit the ability of certain non-profit corporations to fund down payment assistance programs for government-insured
mortgage loans. If, as a result of the IRS ruling, or regulatory or other action, certain of the gift fund programs that our customers utilize would no longer be available to them, we would expect to work to provide other financing alternatives, and
seek out different down payment programs for our customers that meet HUD and IRS guidelines. There can be no assurance, however, that any such alternative programs would be as attractive to our customers as the programs offered today and that our
sales would not suffer. We currently are the subject of two purported class action lawsuits that challenge our participation in gift fund programs.

High foreclosure rates in communities where we build may adversely affect our sales results.The majority of buyers finance the purchase of their new home through the use of mortgage loans. These loans typically represent a large
percentage of the value of the home and may be structured with lower interest rates and reduced payments in the initial years of the loan. If the borrower defaults on the loan, the home may be subject to foreclosure and resale at a below market
price. Since it may require five years or more to sell all of the developed lots in one of our communities, our sales or pricing levels may be adversely impacted if we experience a high foreclosure rate in a community where we are actively marketing
our homes.

The outcome of lawsuits brought against the Company may materially and adversely affect our business, financial condition or
operating results. As discussed below under Item 3. Legal Proceedings, the Company is subject to a number of lawsuits, including purported class action suits against the Company and, in one case, certain current and former officers
of the Company. There can be no assurance that any liability that may arise from any of these pending lawsuits will be covered, in whole or in part, by the insurance policies the Company currently maintains. These lawsuits could divert the efforts
and attention of our management team from ordinary business operations, and any settlement of or judgment in one or more of these lawsuits could materially and adversely affect our business, financial condition or operating results.

Unfavorable media reports regarding the Company may materially and adversely affect our sales. The foregoing litigation, as well as the
foreclosure rates on our homes, were the subject of several unfavorable media reports in the Central Ohio market that began in September 2005 and continued during 2006. Although we have not been able to quantify the impact of the unfavorable media
reports, we believe that the unfavorable media reports have had a negative influence on our customers. Additional future unfavorable media exposure may result from the resolution of these matters and could result in prospective home buyers choosing
not to consider our homes when making a purchase decision, thereby adversely affecting our sales, closings and overall financial condition. We may also incur additional legal, advertising and public relations costs and material liabilities in
resolving these matters.



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If we do not satisfy the terms of our debt agreements which include Covenants that restrict our
ability to engage in certain activities and specify certain financial performance criteria, our lenders could declare a default Our debt agreements impose restrictions on our operations and activities. Some of the more significant restrictions:



| |  |  | Limit the amount we may borrow under the bank credit facility based upon borrowing base limitations;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Require us to maintain a minimum consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) covenant, calculated quarterly on a trailing
12 month basis;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Require us to maintain a minimum free cash flow covenant calculated quarterly on a trailing 12 month basis;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Require us to maintain a maximum leverage ratio covenant;
| | - |  | ---------------------------------------------------------



| |  |  | Require us to maintain a minimum gross profit covenant calculated quarterly on a trailing 12 month basis;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Require us to not exceed the specified maximum amounts of land purchases calculated quarterly on a trailing 12 month basis;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Require us to maintain a specified minimum net worth;
| | - |  | -----------------------------------------------------



| |  |  | Limit our ability to dispose of assets outside the normal course of business;
| | - |  | -----------------------------------------------------------------------------



| |  |  | Limit the amount of our uncommitted land holdings and unzoned land purchases;
| | - |  | -----------------------------------------------------------------------------



| |  |  | Limit the amount that we may borrow outside of the bank credit facility and the amount of contingent obligations that we can assume;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Restrict any investments in homebuilding operations in markets other than our current markets;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Limit speculative and model home inventory;
| | - |  | -------------------------------------------



| |  |  | Limit annual operating lease rentals to $5 million;
| | - |  | ---------------------------------------------------



| |  |  | Prohibit the re-purchase of our common shares; and
| | - |  | --------------------------------------------------



| |  |  | Prohibit payment of cash dividends.
| | - |  | -----------------------------------

Our breach of a financial covenant or other provision of our debt agreements would constitute a default, and would permit our lenders to pursue the remedies available to them, under these agreements. These remedies include terminating our
ability to make any new borrowings, and accelerating the repayment of all existing borrowings, under the debt agreements. The inability of the Company to comply with its financial covenants, obtain waivers for non-compliance or obtain alternative
financing to replace the current debt agreements would have a material adverse effect on the Companys financial position, results of operations and cash flows.

Our business is subject to substantial government regulation which could cause delays, increase costs, and restrict or prohibit homebuilding activity in certain regions. We are subject to substantial local,
state and Federal requirements concerning zoning, resource protection, building design and construction, and similar matters. These requirements include local regulations, which impose restrictive zoning and density requirements to limit the number
of homes that can eventually be built within the boundaries of a particular location. Particularly in the case of local political subdivisions, anti-growth sentiments can lead to ballot measures that can interfere with or impede our ability to
develop land or build homes. Candidates for local



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office who favor restrictions on growth and development are being elected with greater frequency in certain communities in which the Company conducts
business. Restrictive measures can also affect construction activities, including construction materials, which must be used in home construction, as well as sales activities and other dealings with home buyers. We also must obtain licenses, permits
and approvals from various governmental agencies for our development activities, the granting of which are beyond our control. Obtaining acceptable zoning and overcoming objections of neighborhood groups and citizen activists is becoming more
difficult, time consuming and expensive. These issues may adversely affect the Company in the future.

We also are subject to a variety of
local, state and Federal requirements concerning the protection of health and the environment. The particular environmental laws, which apply to any given project, vary greatly according to the project site and the present and former uses of the
property. These environmental laws may result in delays and cause us to incur substantial compliance costs, including substantial expenditures for pollution and water quality control. These laws may prohibit or severely restrict development in
certain environmentally sensitive regions. In an effort to avoid major environmental issues in our developments, we have a general practice of requiring environmental reports from qualified, independent professionals and resolution of identified
environmental issues prior to purchasing land. However, it is possible that we may incur material liabilities relating to the removal of toxic wastes or other environmental matters affecting land we have acquired.

Building moratoria may result in periodic delays or may preclude us from developing certain projects. These moratoria generally result from insufficient
water supplies or sewer facilities, delays in utility hookups, inadequate road capacity, environmental concerns, school system overcrowding or financial difficulties, or anti-growth sentiment within a specific market area or community. Time-limited
moratoria or restrictions on zoning changes, building permit issuance and extensions of utilities in certain areas have been adopted by several communities in which the Company develops land and builds homes, and similar restrictive measures have
been considered by other communities in which the Company conducts business. These moratoria can occur before or after we start our operations and without notice or recourse.

We operate in a limited number of geographic areas.We conduct our operations only in Central Ohio, Louisville, Kentucky and Lexington, Kentucky.
Our credit facility prohibits us from expanding into new markets. Our lack of geographic diversity means that adverse general economic or weather conditions in one or more of these markets could have a material adverse impact on our operations.

Our success depends on our ability to manage our developed lot inventory and speculative home inventory. The availability of an
adequate supply of developed lots in our communities may impact our sales and limit our ability to deliver completed homes. The supply and location of available land, zoning and density requirements, inflation in land prices and the carrying costs
associated with inventory levels are factors that may limit our ability to maintain an adequate supply of developed lots. The delivery of new homes and the gross margins that we realize on the sale of homes could decline and impact our operating
results to the extent that we are unable to manage our developed lot inventory to meet anticipated sales levels. In addition, we may have to sell at a loss developed lots that no longer meet our needs or which otherwise constitute excess inventory.



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We also commence construction of some inventory homes before we obtain sales contracts for those homes
and we also increase our inventory when home buyers cancel contracts after we have started construction of their home. Most cancellations occur when a home buyer cannot qualify for financing or cannot sell an existing home. We may have to hold these
unsold inventory homes for an indefinite time prior to a sale. In addition, because market prices fluctuate, we may have to sell inventory homes at a loss.

Adverse weather conditions may prevent or delay the construction of homes and reduce the number of home sales. Poor weather conditions can hinder our construction and development activities, and thereby
increase the cost of constructing our homes and delay the closing of our homes and our recognition of revenue from such closings. In addition, in cases of prolonged severe weather, potential home buyers may delay or forgo the purchase of a home.

Delays in construction of our homes could cause mortgage commitments to expire. Delays in the construction of a home could cause
the mortgage commitment to expire and could require us, if mortgage interest rates have increased, to pay significant amounts to the mortgage lender to extend the original mortgage interest rates.

Our new product offerings may not be attractive to customers.We continue to introduce new home designs and new community concepts as part of our
product offerings. There are significant risks that we may not accurately predict the tastes or preferences of potential home buyers. A failure to predict these tastes or preferences could have a material adverse effect on our sales.

The loss of certain key personnel could adversely effect our operations. The loss of the services or prolonged absence of Douglas Borror, our
Chairman and Chief Executive Officer, could have a material adverse effect on our operations. Our future success will depend on our continued ability to attract and retain highly skilled and qualified personnel, of which there can be no assurance.

Our operating results vary on a quarterly basis. Our business is significantly affected by changes in economic cycles, and our
revenues and earnings vary with the level of general economic activity in the markets where we build homes. We historically have experienced, and expect to continue to experience, variability in revenues and reported earnings on a quarterly basis.
Closing on a home usually occurs approximately three to six months after the date of the sales contract, however weather and other delays may cause the closing to take longer. We do not recognize any revenue on the sale of a home until the closing
occurs.

We are subject to warranty claims arising in the ordinary course of business that could be costly. As a homebuilder, we are
subject to construction defect and home warranty claims arising in the ordinary course of business. These claims are common in the homebuilding industry and can be costly. We provide warranties on our homes for periods as long as thirty years. In
the event that we experience greater warranty claims than we anticipate, we could incur significant expenses which could affect future earnings.



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Litigation related to construction defects could adversely affect our business.Litigation related
to construction defects has increased significantly in recent years. The homebuilding industry has experienced both an increase in the number of individual claims for construction defects, as well as increased costs of insuring against such claims.

Our financial results are subject to inflation and other cost increases. We are not always able to reflect all cost increases in
the prices of our homes because competitive pressures and other factors sometimes require us to maintain or discount those prices. While we attempt to maintain costs with subcontractors from the date a sales contract with a customer is accepted
until the date construction is completed, we may incur unanticipated costs which cannot be passed on to the customer.

Material or labor
shortages can adversely affect our business. During periods of increased construction activity, the homebuilding industry has faced shortages in the availability of skilled labor. Waiting for skilled labor to become available may result in
construction delays. The use of less skilled labor to satisfy a skilled labor shortage may cause quality standards to suffer. Increases in the demand for skilled labor also can result in increases in the cost of skilled labor. The principal raw
materials used in the homebuilding industry are lumber, brick and concrete as well as plumbing and electrical supplies. While these materials are generally available from a variety of sources, they are subject to periodic price fluctuations. In
particular, the homebuilding industry has experienced occasional lumber shortages which produced significant price increases. Because we may not be able to pass on to our customers price increases in raw materials or labor, future price increases in
these items could have a material adverse effect on our operating margins and earnings.

Application of critical accounting policies
requires management to make certain estimates and assumptions that may impact our future financial results. In preparing our financial statements, management is required to make certain estimates and assumptions that affect the annual and
quarterly reported amounts of assets, liabilities, revenues and expenses, and disclosures about contingent assets and liabilities. Our actual results could be different from these estimates and assumptions. Some of our more critical accounting
policies include:



| |  |  | reserves to reduce our real estate inventories to net realizable values;
| | - |  | ------------------------------------------------------------------------



| |  |  | estimates for remaining construction costs for homes closed;
| | - |  | ------------------------------------------------------------



| |  |  | reserves for the estimated warranty cost of homes;
| | - |  | --------------------------------------------------



| |  |  | estimates of the costs to complete land development;
| | - |  | ----------------------------------------------------



| |  |  | estimates of the annualized capitalization rate for indirect overhead, interest and other expenses;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | estimates of self-insured workers compensation and medical claims; and
| | - |  | -----------------------------------------------------------------------



| |  |  | estimates of the annual effective tax rate in interim periods.
| | - |  | --------------------------------------------------------------



|Item 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



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|Item 2. | PROPERTIES
|------- | ----------

We lease two office buildings
in Central Ohio from our affiliate, BRC. The first office building is approximately 40,000 gross square feet (37,557 net rentable square feet). The lease commenced January 1, 1998, has a lease term of twelve years and a triple net rental rate
of $12.00 per square foot. On December 1, 2005, the rental rate was increased to $12.60 per square foot due to building improvements that were paid for by BRC. The lease also provides us with two options to renew for periods of five years each
at then-current market rates. The rental rate for the building was established by an MAI appraiser commissioned by a committee comprised solely of independent members of our Board of Directors, and confirmed in a review by a second MAI appraiser.

The second office building is approximately 35,000 gross square feet (33,260 net rentable square feet). The lease commenced
November 1, 2003, has a lease term of fifteen years and a triple net rental rate per square foot of $12.58 for the first five years, $13.18 for the second five years and $13.83 for the last five years. The lease also provides us with two
options to renew for periods of five years each at then-current market rates. The terms of the lease were negotiated based on bids from multiple third parties, reviewed by an MAI appraiser and approved by a committee comprised solely of independent
members of our Board of Directors.

We also have three other short-term leases with non-affiliated parties in Central Ohio. The leases
include 25,000 square feet of warehouse space used to store building materials, 1,200 square feet of warehouse space used to store model home furnishings and 5,000 square feet of warehouse space to store model home furnishings.

We lease approximately 6,400 square feet of commercial space in Louisville, Kentucky from a non-affiliated party for our Louisville, Kentucky office and
approximately 3,200 square feet of commercial space from a non-affiliated third party for our Lexington, Kentucky office.

We own a
distribution center, which is located on approximately six acres in Columbus, Ohio. The facility includes nine buildings and contains approximately 75,000 square feet of space.

From time to time, we participate in a program with a non-affiliated party to sell and lease back our model homes. As of December 31, 2006, we were
leasing 15 model homes that had been sold in prior years under this program. These leases have a one-year term and then become month-to-month leases, renewing at our option.



|Item 3. | LEGAL PROCEEDINGS
|------- | -----------------

On February 21,
2006, a purported class action lawsuit captioned Stuart, et. al. v. Dominion Homes Financial Services, Inc., et. al., Case No. C206137 was filed in the U.S. District Court, Southern District of Ohio, Eastern Division, against Dominion Homes
Financial Services, Inc., a subsidiary of the Company (DHFS), and National City Mortgage Co. The



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complaint includes statutory claims, claims for breach of contract, breach of fiduciary duty, and fraudulent representations and material omissions in
connection with the financing of plaintiffs condominium homes located in the Village at Polaris Park (VPP), where the Company was unable to obtain final HUD approval for FHA-insured mortgages. The plaintiffs purport to bring the
claim on behalf of homeowners in VPP who were allegedly promised FHA mortgages through and from the defendants. The complaint seeks damages, including actual damages, statutory damages, punitive damages, and attorneys fees and costs, for,
among other things, the alleged loss of certain FHA-insured mortgage features, including loan assumability. Plaintiffs also seek statutory damages for the defendants alleged failure to notify plaintiffs of the status of their mortgages.

On February 21, 2006, a purported class action lawsuit captioned Rece, et. al. v. Dominion Homes, Inc., et. al., Case
No. 06CVH202335 was filed in the Court of Common Pleas, Franklin County, Ohio against the Company, DHFS, named and unnamed appraisers who have worked with the Company, and unnamed charitable organizations that have provided the Companys
customers with down payment assistance funds in the last several years. Plaintiffs purport to bring the claim on behalf of purchasers of the Companys homes from 1999 to the present who received such funds and allege, among other things, that
the defendants misrepresented the value of the plaintiffs homes and obtained an improper benefit by artificially inflating the sales price of homes to purchasers receiving down payment assistance funds. The complaint also alleges that the
defendants engaged in predatory lending practices against the plaintiffs and other consumers by extending them credit without regard to the actual value of their homes, knowing that the result would be higher default and foreclosure rates in its
communities. The complaint seeks injunctive or declaratory relief, compensatory damages, punitive damages and attorneys fees and costs.

On May 2, 2006, the Company and DHFS filed a motion for judgment on the pleadings with respect to plaintiffs claim for breach of the Ohio Consumer Sales Practices Act (OCSPA) on the grounds that this claim was barred
by the two-year applicable statute of limitations. On June 12, 2006, the Court granted this motion with respect to plaintiffs claims for money damages under the Ohio Consumer Sales Practices Act, but denied the motion with respect to
plaintiffs claim for rescission under the OCSPA. On July 28, 2006, the Company and DHFS filed a motion for summary judgment as to plaintiffs predatory lending claims under statutory and common law. On October 4, 2006, the Court
granted this motion. On December 1, 2006, Defendant Valuation Resources, Inc., the valuation company that provided appraisals of the Plaintiffs homes for the Company, filed a motion for summary judgment with respect to Plaintiffs
claims for fraud, misrepresentation, conspiracy, and OCSPA. On February 7, 2007, the Court granted this motion in its entirety. In addition, on December 28, 2006, the Court granted the Companys and DHFSs motions for summary
judgment regarding Plaintiffs individual claims and class allegations relating to the OCSPA. Plaintiffs remaining claims at this time include fraud, negligent misrepresentation, and unjust enrichment.

On February 23, 2006, a similar purported class action lawsuit captioned Rudawsky, et. al. v. Borrer, et. al., Case No. C206144 was filed in
the U.S. District Court, Southern District of Ohio, Eastern Division, against the Company, our Chairman, Chief Executive Officer, certain affiliates and current and former officers of the Company, and The Nehemiah Corporation of



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America by plaintiff homeowners, who purchased homes from the Company using Nehemiah down payment assistance funds. The complaint alleges, among other
things, that plaintiffs suffered financial injuries as a result of the defendants participation in fraudulent conduct related to the Nehemiah down payment assistance program in violation of federal statutes and Ohio law. The complaint further
alleges that defendants fraudulently misrepresented and concealed the cost and operation of the Nehemiah program from plaintiffs. Plaintiffs purport to bring the claim on behalf of customers of the Company who purchased a home from 1999 to present
using down payment assistance from Nehemiah. The complaint seeks monetary damages and attorneys fees and costs.

All of the above lawsuits
are in the discovery phase. No determination has been made that any of these cases can be maintained as a class action. The Company believes each of these lawsuits is without merit and intends to vigorously defend against all of the claims and
allegations in the complaints. Due to the uncertainty as to the outcome of the foregoing matters, management cannot make an estimate of exposure, if any, at this time.

In addition to the foregoing actions, during 2006, the Companys mortgage operations were subjected to review by HUD. On July 18, 2006, the Company received a letter from HUD stating that HUD accepted
DHFSs revised Quality Control Plan and closed that matter. In addition, HUD accepted the information supplied by DHFS with respect to all remaining open items under review and indicated that a further response by DHFS on these findings was not
required. On July 19, 2006, the Company received a letter from HUD indicating that they had completed their review of the Companys Kentucky operations and closed the review with no issues raised.

We are involved in various other legal proceedings, most of which arise in the ordinary course of business and some of which are covered by insurance. In
the opinion of our management, none of the claims relating to such proceedings will have a material adverse effect on our financial condition or results of operations.



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No matters were submitted to a vote of security holders during the fourth quarter of 2006.



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PART II



|Item 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Our common shares are traded on The NASDAQ Stock Market under the symbol DHOM. The following table sets forth, for the periods indicated, the
high and low sales prices for our common shares, as reported by The NASDAQ Stock Market.



|                                          |  |              |       |     |   |      
|----------------------------------------- |  | ------------ | ----- | --- | - | -----
|                                          |  | Sales Prices
|Calendar Year Ending December 31, 2007    |  | High         |       | Low
|First Quarter (Through February 28, 2007) |  | $            | 5.74  |     | $ | 4.53 
|                                          |  |             
|Calendar Year Ending December 31, 2006    |  | High         |       | Low
|First Quarter                             |  | $            | 11.87 |     | $ | 9.49 
|Second Quarter                            |  | $            | 11.15 |     | $ | 8.76 
|Third Quarter                             |  | $            | 8.73  |     | $ | 5.30 
|Fourth Quarter                            |  | $            | 6.73  |     | $ | 5.25 
|                                          |  |             
|Calendar Year Ending December 31, 2005    |  | High         |       | Low
|First Quarter                             |  | $            | 24.57 |     | $ | 16.93
|Second Quarter                            |  | $            | 17.02 |     | $ | 13.55
|Third Quarter                             |  | $            | 22.35 |     | $ | 15.41
|Fourth Quarter                            |  | $            | 15.97 |     | $ | 9.93 

On February 28, 2007, the last sale price of our common shares, as reported by The NASDAQ
Stock Market, was $4.80 per share, and there were approximately 230 holders of record of our common shares.

We have never paid any cash
dividends on our common shares and currently anticipate that we will continue to retain future earnings to finance our business. From time to time, our Board of Directors evaluates the desirability of paying cash dividends. The future payment and
amount of cash dividends will depend upon our financial condition and results of operations, applicable loan covenants and other factors deemed relevant by our Board of Directors. The provisions of our credit facility prohibit us from paying cash
dividends for the remaining term of the credit facility, which expires in December 2010.

In connection with the amendment of the
Companys Credit Facility effective December 29, 2006, and pursuant to a Warrant Purchase Agreement effective as of the same date between the Company and the purchasers named therein (the Warrant Agreement), the Company issued
warrants to purchase 1,538,235 common shares of the Company to such purchasers. The warrants are valued at $4.44 per share, resulting in an aggregate value of $6,830,000 at December 31, 2006. The warrants are immediately exercisable at $.01 per
share, and expire ten years from the grant date. The warrants contain anti-dilution protection, and provide that, as long as the Warrant Agreement is outstanding, if the Company issues more than 300,000 shares under



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its 2003 Stock Option and Incentive Equity Plan, the warrant holders will receive additional warrants. The warrants were issued pursuant to Section 4(2)
of the Securities Act of 1933, as amended (the Act), and Rule 506 of Regulation D promulgated thereunder because such issuance did not involve a public offering of securities. The warrants and the warrant shares constitute
restricted securities under the Act. For additional information regarding the warrants, see Part II, Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsContractual
ObligationsThird Amended Credit Agreement, of this Report. During 2006, the Company did not engage in any other sales of its equity securities that were not registered under the Act. In addition, neither the Company nor any affiliated
purchaser of the Company purchased any of the Companys equity securities during the fourth quarter of 2006.



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##### Table of Contents

|Item 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following
table sets forth our selected consolidated financial and operating data as of the dates and for the periods indicated. This table should be read together with Managements Discussion and Analysis of Financial Condition and Results of
Operation and our Consolidated Financial Statements, including the Notes thereto, appearing elsewhere in this Form 10-K.



|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|------------------------------------------------------- |  | --------------------------------------------- | --------- | - | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                                        |  | Year Ended December 31,                      
|                                                        |  | 2006                                          |           |   | 2005 |   | 2004      |  | 2003 |           | 2002
|                                                        |  | (dollars in thousands, except per share data)
|Consolidated Statements of Operations Data              |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Revenues                                                |  | $                                             | 256,760   |   |      | $ | 415,700   |  | $    | 541,970   |      | $ | 563,464   |  | $ | 491,706  
|Cost of real estate sold                                |  |                                               | 238,734   |   |      |   | 336,007   |  |      | 426,531   |      |   | 433,841   |  |   | 382,010  
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Gross profit                                            |  |                                               | 18,026    |   |      |   | 79,693    |  |      | 115,439   |      |   | 129,623   |  |   | 109,696  
|Selling, general and administrative                     |  |                                               | 50,082    |   |      |   | 64,475    |  |      | 77,936    |      |   | 74,006    |  |   | 64,492   
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Income (loss) from operations                           |  |                                               | (32,056   | ) |      |   | 15,218    |  |      | 37,503    |      |   | 55,617    |  |   | 45,204   
|Interest expense                                        |  |                                               | 11,248    |   |      |   | 7,745     |  |      | 4,032     |      |   | 2,570     |  |   | 3,418    
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Income (loss) before income taxes                       |  |                                               | (43,304   | ) |      |   | 7,473     |  |      | 33,471    |      |   | 53,047    |  |   | 41,786   
|Provision (benefit) for income taxes                    |  |                                               | (9,295    | ) |      |   | 2,147     |  |      | 13,269    |      |   | 21,229    |  |   | 17,291   
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Net income (loss)                                       |  | $                                             | (34,009   | ) |      | $ | 5,326     |  | $    | 20,202    |      | $ | 31,818    |  | $ | 24,495   
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Basic earnings (loss) per share                         |  | $                                             | (4.19     | ) |      | $ | 0.66      |  | $    | 2.53      |      | $ | 4.01      |  | $ | 3.36     
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Diluted earnings (loss) per share                       |  | $                                             | (4.19     | ) |      | $ | 0.65      |  | $    | 2.47      |      | $ | 3.94      |  | $ | 3.28     
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Weighted average shares-basic                           |  |                                               | 8,120,205 |   |      |   | 8,065,586 |  |      | 7,993,369 |      |   | 7,931,600 |  |   | 7,282,900
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|Weighted average shares-diluted                         |  |                                               | 8,120,205 |   |      |   | 8,201,694 |  |      | 8,188,304 |      |   | 8,076,174 |  |   | 7,457,985
|                                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|                                                        |  |                                               |           |   |     
|Consolidated Balance Sheet Data (at period end)         |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|                                                        |  |                                               |           |   |     
|Real estate inventories                                 |  | $                                             | 371,086   |   |      | $ | 426,275   |  | $    | 416,519   |      | $ | 326,809   |  | $ | 262,855  
|                                                        |  |                                               |           |   |     
|Total assets                                            |  | $                                             | 404,216   |   |      | $ | 451,557   |  | $    | 444,480   |      | $ | 356,142   |  | $ | 287,737  
|                                                        |  |                                               |           |   |     
|Debt obligations                                        |  | $                                             | 210,325   |   |      | $ | 214,540   |  | $    | 200,197   |      | $ | 140,178   |  | $ | 115,485  
|                                                        |  |                                               |           |   |     
|Shareholders equity                                    |  | $                                             | 168,464   |   |      | $ | 195,533   |  | $    | 188,897   |      | $ | 166,061   |  | $ | 132,981  
|                                                        |  |                                               |           |   |     
|Operating Data (unaudited)                              |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|                                                        |  |                                               |           |   |     
|Homes (in units)                                        |  |                                               |           |   |      |   |           |  |      |           |      |   |           |  |   |          
|                                                        |  |                                               |           |   |     
|Sales contracts, net of cancellations                   |  |                                               | 1,171     |   |      |   | 1,944     |  |      | 2,450     |      |   | 3,071     |  |   | 2,577    
|                                                        |  |                                               |           |   |     
|Closings                                                |  |                                               | 1,335     |   |      |   | 2,146     |  |      | 2,837     |      |   | 3,070     |  |   | 2,591    
|                                                        |  |                                               |           |   |     
|Backlog at period end                                   |  |                                               | 266       |   |      |   | 430       |  |      | 632       |      |   | 1,019     |  |   | 1,018    
|                                                        |  |                                               |           |   |     
|Aggregate sales value of homes in backlog at period end |  | $                                             | 54,855    |   |      | $ | 89,680    |  | $    | 127,543   |      | $ | 198,940   |  | $ | 194,176  



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|Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|------- | ------------------------------------------------------------------------------------

Overview

We are a leading builder of high-quality
homes and condominiums in Central Ohio (primarily the Columbus Metropolitan Statistical Area) and Louisville and Lexington, Kentucky. Our customer-driven focus targets primarily entry-level and move-up home buyers. We offer a variety of homes and
condominiums that are differentiated by price, size, included features and available options. Our homes range in price from approximately $100,000 to $400,000 and in size from approximately 1,000 to 3,500 square feet.

Reduced revenues, combined with a higher cost of sales as a percentage of revenues, resulted in a net loss of $34.0 million, or $4.19 per diluted share,
for the twelve months ended December 31, 2006 compared to net income of $5.3 million, or $0.65 per diluted share, for the twelve months ended December 31, 2005. Net income for the twelve months ended December 31, 2004 was $20.2
million, or $2.47 per diluted share. The decline in profitability over this period reflects lower unit sales and reductions in our gross profit margins to 7.0% in 2006 compared to 19.2% in 2005 and 21.3% in 2004. The substantial decline in gross
margin that occurred during 2006, as well as the smaller decline from 2004 to 2005, reflect intensified pricing pressure in our markets, significant reductions in volume, charges to cost of real estate sold related to real estate inventory
impairments and the write-off of deposits and pre-acquisition costs incurred for land that we decided not to purchase. These non-cash charges reduced gross margin by 5.5% in 2006, 1.6% in 2005 and 0.9% in 2004. Gross margins excluding these items
would have been 12.5% in 2006, 20.8% in 2005 and 22.2% in 2004.

Our geographic markets were historically relatively stable markets for new
home sales. However, from 2001 through the early part of 2004, new home sales in our markets were particularly strong and resulted in record sales levels for us. Then, in mid-2004, new home sales in our markets began to slow and that trend has
continued through 2006. We believe the reasons for this slowdown include a decline in the overall demand for new homes, slowing sales and price competition in the resale home market, increased supply of existing home inventory, increased interest
rates compared to prior years, a lower level of consumer confidence and slower economic activity in our markets.

During 2006, we delivered
1,335 homes with revenues of $256.7 million, compared to 2,146 homes with revenues of $415.7 million during 2005 and 2,837 homes with revenues of $542.0 million in 2004. We sold 1,171 homes (with a sales volume of $219.1 million) during 2006
compared to 1,944 homes (with a sales value of $370.6 million) during 2005 and 2,450 homes (with a sales value of $460.3 million) in 2004. Our year-end backlog, which consists of homes sold but not yet delivered, declined approximately 38% to 266
sales contracts, with an aggregate sales value of $54.9 million at December 31, 2006, from 430 sales contracts, with an aggregate sales value of $89.7 million in 2005. The average sales value of homes in backlog at year-end 2006 declined
approximately 1.0% from the prior year.

In response to the declining sales volumes, we implemented an initial series of cost cutting
initiatives in late 2005 and continued to aggressively manage and control all overhead



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expenses throughout 2006. For the twelve months ended December 31, 2006 selling, general and administrative expenses declined 22.3% to $50.1 million
from $64.5 million in 2005. Selling, general and administrative expenses were $77.9 million in 2004 which indicates a 35.7% reduction over the two year period. The primary reasons for the year-over-year declines were reductions in headcount,
stricter cost controls and lower sales and incentive compensation expenses as a result of decreased home deliveries and net income. We expect the reduced cost structure will continue to generate additional cost reductions from the 2006 levels as the
impact of these initiatives is fully reflected in the 2007 operating results. On a quarterly basis, 2006 selling, general and administrative expense was $14.8 million in the first quarter, $13.5 million in the second quarter, $10.7 million in the
third quarter and $11.1 million in the fourth quarter.

Our land position, which had grown to support the sales levels that were achieved
during 2003 and 2004, became disproportionate to the lower demand for our homes that we experienced during 2005 and 2006. In response to the sales downturn, we slowed the acquisition of land not required for immediate use and delayed the
commencement of construction activities for some land that was not already in the development process. In addition, in 2006 we sold $13.2 million of land and recognized gains of $0.8 million and in 2005 we sold $18.5 million of land and recognized
gains of $1.9 million in 2005. Cost of real estate sold includes land or real estate impairment charges and write-offs of costs and deposits for land we decided not to purchase of $14.2 million in 2006 and $6.5 million in 2005. We evaluate the
recoverability of our real estate inventories each quarter in accordance with SFAS No. 144. Our analysis includes factors such as the recent level of sales activity, estimated average selling prices, estimated sales, absorption rates, gross
margin trends, projected cash flows and planned development activities for each community. As a result of weakening sales trends and compression of gross margins in late 2006, we recorded $8.8 million of these charges in the fourth quarter of 2006.

Our land inventory, including estimated lots to be developed on unimproved land, was reduced by 17.3% to 14,865 lots at December 31,
2006 from 17,978 lots at December 31, 2005 and 20,787 lots at December 31, 2004. Based on the 1,335 closings that took place in 2006, our land inventory represented an 11 year supply versus our target of maintaining a four to six year
supply. As a result, we expect to continue to reduce our total investment in land inventories during 2007 by selling raw land and developed lots that are not required in the near term, delaying significant land acquisitions and continuing to limit
land development activities to those subdivisions where we do not have an adequate supply of developed lots. As of December 31, 2006, land held for sale was $20.3 million representing approximately 1,636 lots.

On March 31, 2006, we entered into a new joint venture, Centennial Home Mortgage, LLC (Centennial) with Wells Fargo Bank, N.A. and its
wholly owned subsidiary Wells Fargo Ventures, LLC (collectively, Wells Fargo). Centennial is currently operating as a full-service mortgage bank to our customers and the general public. Centennial provides our customers access to a full
range of competitively priced mortgage products from a AAA rated mortgage lender and nationally recognized loan servicer. Our mortgage financing services subsidiary, Dominion Homes Financial Services (DHFS), ceased day to day operations
during the fourth quarter of 2006 after it had fully satisfied all commitments to borrowers for loans.



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On December 29, 2006, the Company, all of its participating lenders, the Huntington National Bank as
Administrative Agent, and Silver Point Finance, LLC, as Senior Administrative Agent entered into the Third Amended and Restated Credit Agreement (the Credit Facility) for the amendment of our existing credit facilities. Subsequently, on
January 26, 2007 and March 2, 2007, the Company and its lenders agreed to amend certain provisions and covenants of the Credit Facility. The amended Credit Facility will now terminate on December 29, 2010. The Credit Facility includes:
(i) a $35 million senior secured revolving line of credit (the Revolving Line of Credit); (ii) a $110 million senior secured Term A loan facility (Term A Notes); and (iii) a $90 million senior secured
second lien Term B loan facility (Term B Notes). The variable interest rate on the Revolving Line of Credit and the Term A Notes of 9.625% at December 31, 2006 is slightly higher than the 9.25% rate which applied to the entire
facility prior to the amendment. The Term B Notes bear interest at a fixed interest rate of 15.0% and include detachable stock purchase warrants for 1,538,235 common shares of the Company, which, if exercised, would represent approximately 18% of
our fully-diluted common shares.

We believe that the amended Credit Facility should provide adequate liquidity to weather an anticipated
loss in 2007 as a result of the expected continued weakness in the housing market, and should allow the Company to be well positioned when conditions in the home building market become more favorable. Additional information regarding the amended
Credit Facility is provided below under Contractual Obligations and Liquidity and Capital Resources. See also Note 4, Revolving Line of Credit and Term Notes in the Notes to the Consolidated Financial Statements included
herein.

Seasonality and Variability in Quarterly Results

Our business is significantly affected by changes in economic cycles and activity in the markets where we build homes. We historically have experienced, and expect to continue to experience, variability in results on
a quarterly basis. Closing on a home usually occurs approximately three to six months after the date of the sales contract, however, weather and other delays may cause the closing to take longer.

The following table sets forth certain data for each of our last eight quarters:



|                   |  |               |         |                 |     |            |     |                       |    
|------------------ |  | ------------- | ------- | --------------- | --- | ---------- | --- | --------------------- | ---
|Three Months Ended |  | Revenues      |         | SalesContracts1 |     | Closings   |     | Backlog At Period End
|                   |  | (inthousands) |         | (in units)      |     | (in units) |     | (in units)           
|Mar. 31, 2005      |  | $             | 92,643  |                 | 626 |            | 478 |                       | 780
|June 30, 2005      |  | $             | 105,207 |                 | 655 |            | 548 |                       | 887
|Sept. 30, 2005     |  | $             | 106,330 |                 | 433 |            | 549 |                       | 771
|Dec. 31, 2005      |  | $             | 111,520 |                 | 230 |            | 571 |                       | 430
|Mar. 31, 2006      |  | $             | 61,785  |                 | 475 |            | 315 |                       | 590
|June 30, 2006      |  | $             | 75,835  |                 | 356 |            | 398 |                       | 548
|Sept. 30, 2006     |  | $             | 64,925  |                 | 209 |            | 338 |                       | 419
|Dec. 31, 2006      |  | $             | 54,215  |                 | 131 |            | 284 |                       | 266

---

|1 | Net of cancellations.
|- | ---------------------



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##### Table of Contents

Results of Operations

The following table sets forth, for the periods indicated, certain items from our Consolidated Statements of Operations expressed as percentages of total revenues, as well as certain operating data:



|                                                                       |  |                         |        |    |      |   |        |      |  |   |         |  
|---------------------------------------------------------------------- |  | ----------------------- | ------ | -- | ---- | - | ------ | ---- |  | - | ------- | -
|                                                                       |  | Year Ended December 31, |       
|                                                                       |  | 2006                    |        |    | 2005 |   |        | 2004 | 
|Consolidated Statements of Operations Data                             |  |                         |        |    |      |   |        |      |  |   |         |  
|Revenues                                                               |  |                         | 100.0  | %  |      |   | 100.0  | %    |  |   | 100.0   | %
|Cost of real estate sold                                               |  |                         | 93.0   |    |      |   | 80.8   |      |  |   | 78.7    |  
|                                                                       |  |                         |        |    |      |   |        |      |  |   |         |  
|Gross profit                                                           |  |                         | 7.0    |    |      |   | 19.2   |      |  |   | 21.3    |  
|Selling, general and administrative                                    |  |                         | 19.5   |    |      |   | 15.5   |      |  |   | 14.4    |  
|                                                                       |  |                         |        |    |      |   |        |      |  |   |         |  
|Income (loss) from operations                                          |  |                         | (12.5  | )  |      |   | 3.7    |      |  |   | 6.9     |  
|Interest expense                                                       |  |                         | 4.4    |    |      |   | 1.9    |      |  |   | 0.7     |  
|                                                                       |  |                         |        |    |      |   |        |      |  |   |         |  
|Income (loss) before income taxes                                      |  |                         | (16.9  | )  |      |   | 1.8    |      |  |   | 6.2     |  
|Provision (benefit) for income taxes                                   |  |                         | (3.6   | )  |      |   | 0.5    |      |  |   | 2.5     |  
|                                                                       |  |                         |        |    |      |   |        |      |  |   |         |  
|Net income (loss)                                                      |  |                         | (13.3  | )% |      |   | 1.3    | %    |  |   | 3.7     | %
|                                                                       |  |                         |        |    |      |   |        |      |  |   |         |  
|Operating Data (unaudited)                                             |  |                         |        |    |      |   |        |      |  |   |         |  
|Homes:                                                                 |  |                         |        |    |      |   |        |      |  |   |         |  
|Sales contracts, net of cancellations                                  |  |                         | 1,171  |    |      |   | 1,944  |      |  |   | 2,450   |  
|Closings                                                               |  |                         | 1,335  |    |      |   | 2,146  |      |  |   | 2,837   |  
|Backlog at period end                                                  |  |                         | 266    |    |      |   | 430    |      |  |   | 632     |  
|Average sales price of homes closed during the period (in thousands)   |  | $                       | 191    |    |      | $ | 191    |      |  | $ | 188     |  
|Average sales price of homes in backlog at period end (in thousands)   |  | $                       | 206    |    |      | $ | 209    |      |  | $ | 202     |  
|Aggregate sales value of homes in backlog at period end (in thousands) |  | $                       | 54,855 |    |      | $ | 89,680 |      |  | $ | 127,543 |  

We include a home in sales contracts when a home buyer signs our standard sales
contract, which requires a deposit and generally has no contingencies other than for purchaser financing or for the sale of an existing home, or both. Homes in backlog represent our signed sales contract, for which the closing has not
occurred as of the end of the period. We recognize revenue and cost of real estate sold at the time of closing. Closings or deliveries occur when ownership has transferred to the home buyer.

Homes included in sales contracts in the foregoing table are net of cancellations. Most cancellations occur when home buyers cannot qualify
for financing or cannot sell an existing home. Our average cancellation rate was 37%, 35% and 34% in 2006, 2005 and 2004, respectively.

2006 Compared
to 2005

Revenues. Our revenues for 2006 were $256.8 million from the delivery of 1,335 homes compared to $415.7 million from the
delivery of 2,146 homes during 2005. Despite delivering 811 fewer homes, the average delivery price of homes for 2006 of $191,000 remained consistent with the $191,300 average delivery price for homes in 2005. Contributing to the decline in



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revenues was our decision to wind down the operations of our mortgage financing services subsidiary (DHFS). Our 2006 revenues included fee revenue from DHFS
of $1.6 million compared to $5.1 million in 2005. As of December 31, 2006 DHFS had ceased day to day operations. During 2006, we did not sell any homes for lease back as models. Revenues for 2005 included the sale of 20 model homes, with a
sales value of $3.2 million, which we leased back for use as sales models.

Gross Profit.Our gross profit as a percentage of net
revenues for 2006 declined to 7.0% in 2006 compared to 19.2% in 2005. One factor contributing to the decline in gross profit margin was larger sales discounts, which increased to 6.8% of gross revenues for 2006 compared to 3.1% of gross revenues for
2005 thus reducing our net revenue and lowering the gross profit recognized per home closing. The major components of gross profit margin for 2006 and 2005 were:



|                   |  |                                              |   |  |                                              |  
|------------------ |  | -------------------------------------------- | - |  | -------------------------------------------- | -
|                   |  | 2006                                         |   |  | 2005                                         |  
|                   |  | Percent of House Cost Before Sales Discounts |   |  | Percent of House Cost Before Sales Discounts |  
|Sales Discounts    |  | 6.8                                          | % |  | 3.1                                          | %
|Land               |  | 17.7                                         | % |  | 17.6                                         | %
|Construction costs |  | 57.7                                         | % |  | 53.9                                         | %
|Other costs        |  | 11.2                                         | % |  | 6.9                                          | %

The 2006 other costs item in the above table includes a $14.2 million non-cash charge to cost of
real estate sold related to real estate inventory impairment charges and the write-off of deposits and pre-acquisition costs incurred for land that we decided not to purchase and $795,000 of gains from land sales of $13.2 million. Included in 2005
other costs is a similar charge of $6.5 million related to the write-off of deposits and pre-acquisition costs incurred for land we decided not to purchase and $1.9 million of gains from land sales of $18.5 million. These transactions reduced our
gross profit margin by 5.6% and 1.1% in 2006 and 2005, respectively.

Selling, General and Administrative Expenses. Our selling,
general and administrative expenses decreased to $50.1 million for 2006 compared to $64.5 million for 2005, principally as a result of delivering 811 fewer homes and our efforts to better align the scale of our operations with our current sales
pace.

The primary factors that contributed to the decline in total selling, general and administrative expense were a reduction in the
number of total employees to 283 as of December 31, 2006 from 483 as of December 31, 2005, the close out of DHFS operations during 2006, lower sales commissions due to fewer home deliveries and stringent cost controls implemented during
2006. In addition, we reduced the salaries of certain executives and eliminated most incentive compensation plans for 2006. On a quarterly basis, 2006 selling, general and administrative expense was $14.8 million in the first quarter, $13.5 million
in the second quarter, $10.7 million in the third quarter and $11.1 million in the fourth quarter.

Although total selling, general and
administrative expenses declined 22.3% from 2005 to 2006, it increased as a percentage of revenues to 19.5% for 2006 from 15.5% in 2005. This is due to the fact that certain corporate expenses, including public company reporting and compliance
costs, real estate taxes and building occupancy costs are typically fixed and certain other corporate items such as insurance, information technology, architecture, accounting, and legal expenses are not directly related to increases or decreases in
revenues.



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Interest Expense.Our interest expense was $11.2 million for 2006 compared to $7.7 million for
2005. The increase is due to having a higher average borrowing rate and slightly higher average borrowings outstanding, offset by $1.7 million more interest capitalized in 2006 than 2005. Our weighted average borrowing rate for 2006, excluding
amortization of bank fees, increased to 7.3% in 2006 compared to 5.3% in 2005. Our average borrowings outstanding were relatively constant at $210.8 million for 2006 compared to $210.7 million for 2005.

Provision (Benefit) for Income Taxes. Our income tax benefit for 2006 was $9.3 million compared to income tax expense of $2.2 million for 2005.
The Companys annual effective tax rate decreased to 21.5% for 2006 compared to 28.7% for 2005. The decrease is primarily a result of our establishment of a full $7.5 million valuation allowance against our net deferred tax assets based on the
uncertainty regarding the future realization through future taxable income or carryback opportunities. If in the future the Company believes that it is more likely than not that these deferred tax benefits will be realized, the valuation allowances
will be reversed. The effective income tax rate was also impacted by an $839,000 reduction of prior year tax liabilities resulting from favorable tax settlements.

2005 Compared to 2004

Revenues.Our revenues for 2005 decreased by 23.3% to $415.7 million from the delivery of
2,146 homes compared to revenues for 2004 of $542.0 million from the delivery of 2,837 homes. During 2005, the average delivered price of homes increased 1.7% to $191,300 from $188,100 for 2004 and partially offset the loss in revenues caused by
delivering 691 fewer homes. Revenues for 2005 include $3.2 million from the sale of 20 homes that we leased back for use as sales models. Revenues for 2004 include $3.5 million from the sale of 21 homes that we leased back for use as sales models.

Total revenues include fee revenue from our mortgage financing services subsidiary. During 2005, these fee revenues decreased 34.7% to
$5.1 million for 2005 from $7.8 million for 2004. This was primarily because of the reduction in the number of home buyers for whom we provided mortgage financing services. We provided mortgage financing services to 1,583, or approximately 73.8%, of
our home buyers during 2005 compared to 1,985, or approximately 70.0%, of our home buyers during 2004.

Gross Profit. Our gross
profit for 2005 decreased by 31.0% to $79.7 million from $115.4 million for 2004, primarily due to the fewer number of homes delivered, the reduction in mortgage financing services income as discussed above, higher sales discounts, higher costs of
real estate and higher construction costs compared to 2004. In addition, cost of real estate sold for 2005 includes reserves and write-offs of costs and deposits for land we decided not to purchase of approximately $6.5 million and gains on land
sales of approximately $1.9 million. Cost of real estate sold for 2004 includes similar reserves and write-offs of costs and deposits for land we decided not to purchase of approximately $4.8 million. As a percentage of revenues, our gross profit
margin declined to 19.2% for 2005 from 21.3% for 2004.



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Selling, General and Administrative Expenses. Our selling, general and administrative expenses for
2005 decreased by 17.3% to $64.5 million from $77.9 million for 2004. The primary reasons for the year-over-year decline were a reduction in headcount, stricter cost controls and lower sales and incentive compensation expenses as a result of
decreased home deliveries and net income.

Interest Expense.Our interest expense for 2005 increased by 92.1% to $7.7 million from
$4.0 million for 2004 due to having higher average borrowings outstanding and a higher average borrowing rate. Our average revolving line of credit borrowings outstanding increased to $210.7 million for 2005 compared to $186.5 million for 2004 due
to increased investment in land and land development. In addition, the weighted average borrowing rate for 2005, excluding amortization of bank fees, increased to 5.3% from 4.7% for 2004.

Provision for Income Taxes. Our income tax expense for 2005 decreased 83.8% to $2.1 million from $13.3 million for 2004. Our annual effective tax
rate decreased to 28.7% for 2005, from 39.6% for 2004, primarily due to a reduction of estimated tax liabilities for prior years resulting from favorable tax audit settlements, a charitable contribution of appreciated property, and statutory tax
changes in Ohio and Kentucky. These reductions were partially offset by estimated additional state taxes related to previously filed tax returns.

Liquidity and Capital Resources

Historically, our capital needs have depended on sales volume, asset turnover, land
acquisition and inventory levels. Our traditional sources of capital have been internally generated cash, bank borrowings and seller financing in connection with our land purchases. At times, we also have sold our common shares in the public market.
We have incurred indebtedness in the past and expect to incur indebtedness in the future to fund our operations and fund our investment in real estate inventories.

On December 29, 2006, the Company, all of the participating lenders, the Huntington National Bank as Administrative Agent, and Silver Point Finance, LLC, as Senior Administrative Agent entered into the Third
Amended and Restated Credit Agreement (the Credit Facility) for the amendment of our existing credit facilities. Subsequently, on January 26, 2007 and March 2, 2007, the Company and its lenders agreed to amend certain provisions and
covenants of the Credit Facility. The amended Credit Facility terminates on December 29, 2010. The Credit Facility includes: (i) a $35 million senior unsecured revolving line of credit; (ii) a $110 million senior secured term A loan
facility; and (iii) a $90 million senior secured second lien term B loan facility with detachable warrants exercisable for 1,538,235 common shares of the Company.

We rely on the cash flow from home sale closings, proceeds from the sale of land and developed lots and funds from our Credit Facility to meet our short-term cash obligations. The primary reasons that we could require
additional capital are sustained operating deficits, recoveries and expansions in our existing markets that would require us to fund the development of additional lot and homes under construction inventories or purchase of a homebuilding company.
See Part I, Item IA Risk Factors- Our business is cyclical and is significantly affected by changes in national and local economic, business and other conditions, most of which are beyond our control.



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During 2006 we slowed the acquisition of additional land and delayed the commencement of construction
activities for land not already in the development process. We also identified various land parcels and developed lots that we are offering for sale and have classified these parcels and lots as land held for sale as of December 31, 2006. We
will continue to evaluate our land holdings and expect that we may identify additional excess inventory that will be offered for sale. We believe that by limiting future land acquisition and development activities, selling excess inventory of
undeveloped land and developed lots and reducing our developed lot inventories through the sale of new homes, we will be able to significantly reduce our total investment in land inventories and apply a significant portion of the proceeds toward
reducing outstanding borrowings.

Sources and Uses of Cash

For the Three Year Period Ended December 31, 2006

Our net cash provided by operating activities was $3.1 million in
2006 compared to net cash used in operating activities of $6.0 million in 2005. The improvement was primarily attributable to significant reductions in our real estate inventories as a result of home closings, land sales and slowed land acquisition
and development activities. The change in real estate inventories during 2006 included land sales of $13.2 million, which generated gains on sale of $795,000, and $14.2 million of non-cash impairment charges and write-offs of land and lot option
deposits and pre-acquisition costs. The change in real estate inventories during 2005 included land sales of $18.5 million, which generated gains on sale of $1.9 million, and $6.5 million of non-cash impairment charges and write-offs of land and lot
option deposits and pre-acquisition costs. Partially offsetting the cash generated by the reduction in real estate inventories were the net loss recorded in 2006, and declines in accounts payable and accrued liabilities in 2006 as compared to 2005.

Our net cash used in investing activities was $5.3 million in 2006 compared to $2.2 million in 2005. The increase in cash used in
investing activities is attributable to $6.8 million of cash deposited as collateral for outstanding letters of credit in 2006. Partially offsetting this increase in restricted cash were proceeds of $1.8 million received from the sale of a 50.1%
ownership interest in Centennial. In addition, our capital expenditures decreased from $3.1 million in 2005 to $1.3 million in 2006.

Our
financing activities provided cash of $1.7 million during 2006 compared to $5.1 million during 2005. We paid $11.1 million of fees and costs directly related to amendments to, and for the establishment of new, borrowing arrangements during 2006
compared to only $165,000 of such costs during 2005. We made payments of $812,000 on seller financed debt during 2006 compared to $4.8 million of payments during 2005. Net proceeds from our credit facility borrowings were $11.6 million in 2006
compared to $10.9 million in 2005. We also received $2.1 million of cash related to the termination of our interest rate swap agreements during 2006.

During 2004, we generated $20.2 million of cash flow from operations before net cash flows associated with real estate inventories. Net cash spent on real estate inventories was $76.7



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million, driven by net spending of $91.8 million associated with increases in land and land development and other costs, as we added additional communities,
offset by net cash received of $15.1 million associated with the decrease in homes under construction. We used $65.2 million of net additional borrowings under our bank credit facility and cash from operations to finance the increase in real estate
inventories.

Real Estate Inventories

The following table sets forth an estimate of our land inventory as of December 31, 2006, and includes (a) land that we own and (b) land that we control under option agreements and contingent contracts and that has already
been zoned for our needs or which we otherwise believe is reasonably likely to result in a purchase. The estimated number of lots is based on our current development plans, but the number of lots may change if our development plans change. We
generally do not purchase land for resale. However, when land that we own no longer fits into our development plans, we offer this land for sale, primarily to other homebuilders and commercial developers.



|                                          |  |               |  |                       |  |                               |  |                               |  |                 |            
|----------------------------------------- |  | ------------- |  | --------------------- |  | ----------------------------- |  | ----------------------------- |  | --------------- | -----------
|Land Inventory                            |  | Finished Lots |  | Lots UnderDevelopment |  | Unimproved LandEstimated Lots |  | Estimated TotalNumber of Lots |  | Inventory Value
|Land we own:                              |  |               |  |                       |  |                               |  |                               |  |                 |            
|Central Ohio                              |  | 1,819         |  | 867                   |  | 8,726                         |  | 11,412                        |  | $               | 246,680,000
|Kentucky                                  |  | 265           |  | 398                   |  | 887                           |  | 1,550                         |  |                 | 33,776,000 
|Land we control:                          |  |               |  |                       |  |                               |  |                               |  |                 |            
|Central Ohio                              |  |              |  |                      |  | 267                           |  | 267                           |  |                 | 860,000    
|Kentucky                                  |  |              |  |                      |  |                              |  |                              |  |                 |           
|Held for sale:                            |  |               |  |                       |  |                               |  |                               |  |                 |            
|Central Ohio                              |  |              |  | 26                    |  | 1,537                         |  | 1,563                         |  |                 | 17,637,000 
|Kentucky                                  |  |              |  | 73                    |  |                              |  | 73                            |  |                 | 2,684,000  
|                                          |  |               |  |                       |  |                               |  |                               |  |                 |            
|Total Land Inventory at December 31, 2006 |  | 2,084         |  | 1,364                 |  | 11,417                        |  | 14,865                        |  | $               | 301,637,000
|                                          |  |               |  |                       |  |                               |  |                               |  |                 |            
|Total Land Inventory at December 31, 2005 |  | 2,306         |  | 1,592                 |  | 14,080                        |  | 17,978                        |  | $               | 336,075,000

Lots on which inventory homes are being constructed are included in homes under construction in
our Consolidated Balance Sheets and are not included in the table above. As of December 31, 2006, we had 256 inventory homes, including 59 in Kentucky, in various stages of construction, representing an aggregate investment of $30.6 million.

From a long term planning perspective, we attempt to maintain total land inventories that are sufficient to meet our anticipated lot needs
for the next four to six years. As of December 31, 2006, we owned lots or land that we estimate could be developed into approximately 14,598 lots, including 1,623 lots in Kentucky. As of that date, we also controlled, through option agreements
or contingent contracts, land that we estimate could be developed into approximately 267 additional lots, all of which are in Ohio. We hold additional contingent agreements for land that may allow us to develop additional lots that are not included
in these totals. However, based on our land review process, we have concluded that it is unlikely that all of the contingencies contained in these other agreements will be satisfied in the near future. Consequently, we did not consider these
contingent agreements when estimating the total amount of land or number of lots that we control. Approximately $860,000 of deposits and $307,000 of pre-acquisition and due



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diligence costs were recorded on the Consolidated Balance Sheet as of December 31, 2006 in connection with these contingent contracts. The option
agreements that we determined were more likely than not to have the contingencies satisfied expire at various dates through 2010. We decide whether to exercise any particular option or otherwise acquire additional land based upon our assessment of a
number of factors, including our existing land inventory at the time, the status of purchase contingencies and our evaluation of the future demand for our homes.

Our business strategy is to be the developer in substantially all of the communities in which we build homes. The process of acquiring land, obtaining entitlements and developing communities is a multi-year process
and once we have begun the development of a new community, it is difficult and, at times, impractical to discontinue development activities. As a result, in periods of declining sales and backlog, such as we have experienced during the past two
years, our land inventory position may exceed our near term needs. Based on the 1,335 homes delivered during 2006, our inventory of 14,865 lots as of December 31, 2006 represented an approximately 11 year supply compared to our target range of
a four to six year supply. In contrast, during the preceding five years, from 2001 through 2005, we sold 12,351 homes. Based on average annual sales during that five year period of 2,470 homes, our inventory of 14,865 lots as of December 31,
2006 would have represented a 6 year supply.

As noted previously, our gross margin as a percent of revenues decreased to 7.0% for 2006
compared to 19.2% for 2005. The decline in gross margin is primarily the result of larger sales discounts, write-offs of deposits and pre-acquisition costs for land we decided not to purchase, impairment charges on communities and land held for
sale, and gains and losses from the sale of land. We provided sales incentives and special pricing promotions throughout 2006 in order to maintain market share and generate cash flow from the continued reduction of inventories. We believe that these
discounts are reflective of extremely competitive pricing in our markets and anticipate that gross margins will slowly begin to recover in future periods as the housing market recovers.

The reduced number of homes delivered and lower gross margins contributed to operating losses and deficits in operating cash flow during 2006. These
factors have also required us to amend our Credit Facility and to obtain waivers during 2006 with respect to compliance with certain of its financial covenants. In response to these concerns, we have significantly reduced selling, general and
administrative expenses to align our cost structure with the current level of sales activity, slowed all land acquisition efforts, delayed the commencement of construction activities except where required for near term sales and have offered for
sale various developed lots and land parcels that are not needed based on current absorption rates.

We completed $13.2 million of land
sales and recognized a gain of $795,000 during 2006. We completed $18.5 million of land sales and recognized a gain of $1.9 million during 2005. The gains relate to land sales where the net proceeds from the sale exceed the capitalized value of the
land. We review the recoverability of inventory carrying values quarterly and reduce the carrying value to fair value when cost is not expected to be recovered. Approximately $6.2 million of the 2006 land sales and $1.9 million of the 2005 land
sales represent parcels previously written down to the estimated sales price on which no gain or loss was recognized at the time of sale.



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Land held for sale as of December 31, 2006 includes unimproved land and lots under development with
an aggregate inventory value of $20.3 million (5.5% of our total land inventory) and represents 1,636 lots (11.0% of our total estimated lots). The carrying value of land held for sale includes reserves of $3.7 million that were recorded to reduce
the carrying value of certain of the parcels to fair value. Approximately $12.4 million of the land held for sale as of December 31, 2006 is subject to sales contracts. These contracts generally contain due diligence requirements and other
contingencies that allow the purchaser to cancel the contract, subject only to forfeiture of any non-refundable deposits.

We evaluate the
recoverability of our real estate inventories each quarter in accordance with SFAS No. 144. Our analysis includes factors such as the recent level of sales activity, estimated average selling prices, estimated sales, absorption rates, gross
margin trends, projected cash flows and planned development activities for each community. We record impairment charges, determined based on a discounted cash flow analysis, to reduce inventory carrying values to fair value in those instances where
the cost is not expected to be recovered as a result of either the construction and delivery of a new home or the sale of the land parcel or lot. During 2006 and 2005, we recorded non-cash charges to cost of real estate sold related to real estate
inventory impairment charges and the write-off of deposits and pre-acquisition costs incurred for land that we decided not to purchase of $14.2 million and $6.5 million respectively. Of the various impairment charges previously recorded to reduce
the carrying amounts of certain communities to their fair (recoverable) value, approximately $9.8 million are included on the Balance Sheet at December 31, 2006 as a reduction in the basis of land and land development costs and homes under
construction. A discount rate of 13.5% was applied to calculate the level of impairment charges recorded at December 31, 2006. Real estate market prices for both developed and undeveloped lots are subject to a number of economic factors
including new home demand, current selling prices for both new and existing homes, inventory levels in specific markets and interest rates. Further deterioration in either the demand for new homes in our markets or the gross margins that we are able
to achieve from home sales may require additional inventory write downs in future periods.

Contractual Obligations

Third Amended Credit Agreement. On December 29, 2006, the Company, all of the participating lenders, the Huntington National Bank as
Administrative Agent, and Silver Point Finance, LLC, as Senior Administrative Agent entered into the Third Amended and Restated Credit Agreement (the Credit Facility) for the amendment of our existing credit facilities. Subsequently, on
January 26, 2007 and March 2, 2007, the Company and its lenders agreed to amend certain provisions and covenants of the Credit Facility. The amended Credit Facility terminates on December 29, 2010. The Credit Facility includes: (i) a $35
million senior secured revolving line of credit (the Revolving Line of Credit); (ii) a $110 million senior secured Term A loan facility (Term A Notes); and (iii) a $90 million senior secured second lien Term B loan
facility (Term B Notes) with detachable warrants exercisable for 1,538,235 common shares of the Company (the Warrants).

If an Event of Default (as defined in the Credit Facility) occurs under the Credit Facility, the Security Agreement, or certain other related agreements specified in the Credit Facility, the Senior Administrative Agent, at the request of or
with the consent of the required lenders, may,



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among other actions, (i) impose the default rate specified in the Credit Facility; (ii) terminate the Companys ability to make new borrowings
under the Revolving Line of Credit; (iii) accelerate the repayment of all existing borrowings under the Credit Facility, and (iv) foreclose on the lenders liens on substantially all of the Companys assets.

New Revolving Line of Credit and Term A Notes

Under the Credit Facility, the Revolving Line of Credit has a $10 million sub-limit for letters of credit, which are fully cash collateralized by drawings under the Revolving Line of Credit. Interest on the Revolving
Line of Credit and the Term A Notes is calculated based on either LIBOR plus 4.25% or the prime rate plus 3.25%, at our option. The Term A Notes are subject to quarterly amortization, with payments beginning in the third quarter of 2007. The
Revolving Line of Credit and the Term A Notes are cross-defaulted with each other and with the Term B Notes. We may redeem the Term A Notes at our option, subject to prepayment premiums as set forth in the Credit Agreement. We are subject to an
unused line fee on the Revolving Line of Credit equal to 0.50% of the unused line. Pursuant to the terms of the Credit Facility, 75% percent of the net proceeds from certain land sales in excess of $2 million per year must be used to redeem the Term
A Notes. In the event of a change in control of the Company, we are required to redeem the Term A Notes at 102% of face value, including any accrued but unpaid interest.

The Revolving Line of Credit and the Term A Notes are secured by liens granted by the Company (and certain of its subsidiaries) on all of its tangible and intangible personal property and substantially all of its real
estate, including subsequently-acquired property, as set forth in the Amended and Restated Security Agreement dated as of December 29, 2006 among the Company, the subsidiary grantors named therein, Silver Point Finance, LLC, as Senior
Administrative Agent, and The Huntington National Bank, as Administrative Agent (the Security Agreement.) . The Term A Notes and the Revolving Line of Credit have the same level of seniority, and rank senior to the Term B Notes.

The Revolving Line of Credit and Term A Notes contain the following additional provisions:



| |  |  | with certain exceptions, we may not dispose of assets outside the ordinary course of business;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | with certain exceptions, we may not become liable for contingent liabilities;
| | - |  | -----------------------------------------------------------------------------



| |  |  | with certain exceptions, we may not incur additional indebtedness or grant additional liens;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | annual operating lease rentals may not exceed $5 million;
| | - |  | ---------------------------------------------------------



| |  |  | with certain exceptions, we may not acquire any of our own shares;
| | - |  | ------------------------------------------------------------------



| |  |  | we may not declare or pay any cash dividends;
| | - |  | ---------------------------------------------



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| |  |  | except under certain circumstances, we may not change our chief executive officer or chief operating officer;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | we are restricted from making certain investments, loans or advances, including more than an aggregate of $100,000 in joint ventures and other investments, $250,000
in mortgage companies, $2 million to purchasers of land owned by us and $2.5 million to our insurance subsidiaries;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we are subject to a minimum consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) covenant, calculated quarterly on a trailing 12
month basis;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we are subject to a minimum free cash flow covenant calculated quarterly on a trailing 12 month basis;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | we are subject to a maximum leverage ratio covenant;
| | - |  | ----------------------------------------------------



| |  |  | we are subject to a minimum gross profit covenant calculated quarterly on a trailing 12 month basis;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | we may not exceed the specified maximum amounts of land purchases calculated quarterly on a trailing 12 month basis; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | we must maintain a specified minimum net worth.
| | - |  | -----------------------------------------------

Term B Notes

Under the Credit Facility, the Term B Notes accrue interest at a rate of
15% per year, with interest accrued and added to the outstanding principal balance. Quarterly, we have the option to pay the interest in cash rather than have it added to the principal balance if a revolving loan availability test and other
compliance matters are satisfied. We may redeem the Term B Notes subject to prepayment premiums set forth in the Credit Facility, beginning June 29, 2008, or at a make-whole amount provided in the Credit Facility prior thereto. The Term B Notes
may not be redeemed prior to full redemption of the Term A Notes. In the event of a change in control of the Company, we are required to redeem the Term B Notes at the applicable prepayment premium or the make-whole premium provided in the Credit
Facility, whichever is applicable. Holders of the Term B Notes are entitled to designate two members, reasonably acceptable to us, for election to our Board of Directors, so long as the original holders of the Term B Notes continue to hold at least
51% of the outstanding principal amount of the Term B Notes. Pursuant to the terms of a Voting Agreement dated December 29, 2006, between the holders of the Term B Notes, Purchasers of the Warrants, and BRC Properties, Inc. (BRC),
BRC will vote all of the shares of the Company that it beneficially owns in favor of the designated Board members.

The Term B Notes are
secured by second liens granted by us (and certain of our subsidiaries) on all of our tangible and intangible personal property and substantially all of our real estate, including subsequently-acquired property, as set forth in the Security
Agreement. The Term B Notes rank junior to the Revolving Line of Credit and the Term A Notes. The Term B Notes include comparable, but less restrictive, financial covenants.



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Warrants

Pursuant to a Warrant Purchase Agreement dated as of December 29, 2006 the holders of the Term B Notes received detachable warrants in the aggregate amount of 1,538,235 common shares of the Company. The warrants
would constitute approximately 18.3% of our common shares that are currently outstanding (approximately 18.1% of the Companys common shares outstanding on a fully diluted basis assuming that all outstanding options were exercised and all
restricted shares were vested). The warrants are exercisable at $.01 per share, and expire 10 years from the grant date. The warrants contain anti-dilution protection, and provide that if we issue more than 300,000 shares under our 2003 Stock Option
and Equity Incentive Plan during the next 10 years, the warrant holders will receive additional warrants equal to 17.5% of the shares issued in excess of 300,000.

The agreement also provides that if the original Term B Lenders no longer have the right to designate members for election to our Board of Directors the
warrant purchasers (i) shall be permitted to designate two members for election to the Board as long as the purchasers hold more than 1,000,000 warrants or warrant shares, and (ii) shall be permitted to designate one member for election to
the Board as long as the purchasers hold more than 500,000 warrants or warrant shares.

For a more detailed description of the Credit
Facility, including restrictions it imposes on our business activities, see Note (4), Revolving Line of Credit and Term Notes, in the Notes to the Consolidated Financial Statements herein.

Seller Financing. From time to time, we purchase land with seller financing. As of December 31, 2006, we held land for development that was
partially financed with seller-provided term debt that had an outstanding balance of approximately $8.5 million.

Capital and Operating
Leases.We believe the best use of our Credit Facility is to finance real estate inventories and other investments in our homebuilding operations. Other assets that support our homebuilding operations are also financed through operating lease
obligations. These assets include office facilities, model homes, vehicles and equipment. We analyze each lease and determine whether the lease is a capital lease, in which case the asset and related obligation is included on our Consolidated
Balance Sheet, or an operating lease, in which case the asset and obligation is not included on our Consolidated Balance Sheet. We do not retain a residual financial interest in leased assets. Our capital lease obligations were $258,000 at
December 31, 2006. We believe our operating leases are properly classified as off-balance sheet transactions. Our minimum rental commitment under such non-cancelable operating leases was $8.6 million at December 31, 2006. For further
information on our leases, see Note 6, Operating Lease Commitments, and Note 8, Related Party Transactions, in the Notes to the Consolidated Financial Statements included herein.



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Land Purchase Commitments.As of December 31, 2006, we did not have any non-cancelable
contractual obligations to purchase residential lots or unimproved land. However, we did have cancelable obligations to purchase lots or unimproved land pursuant to option agreements or contingent contracts.

The following is a summary of our contractual obligations as of December 31, 2006 (in thousands):



|                                   |  |                        |         |                 |   |           |  |           |        |               |   |         |  |   |      
|---------------------------------- |  | ---------------------- | ------- | --------------- | - | --------- |  | --------- | ------ | ------------- | - | ------- |  | - | -----
|                                   |  | Payments Due by Period
|                                   |  | Total                  |         | Lessthan 1 year |   | 1-3 years |  | 3-5 years |        | After 5 years
|Contractual obligations:           |  |                        |         |                 |   |           |  |           |        |               |   |         |  |   |      
|Revolving Line of Credit(a)        |  | $                      | 16,800  |                 | $ |          |  | $         |       |               | $ | 16,800  |  | $ |     
|Term Notes A and B                 |  |                        | 184,779 |                 |   | 5,625     |  |           | 52,201 |               |   | 126,953 |  |   |     
|Seller financed debt               |  |                        | 8,488   |                 |   | 811       |  |           | 1,622  |               |   | 5,243   |  |   | 812  
|Operating leases                   |  |                        | 8,593   |                 |   | 2,106     |  |           | 2,740  |               |   | 887     |  |   | 2,860
|Capital lease obligations          |  |                        | 258     |                 |   | 258       |  |           |       |               |   |        |  |   |     
|                                   |  |                        |         |                 |   |           |  |           |        |               |   |         |  |   |      
|Total contractual cash obligations |  | $                      | 218,918 |                 | $ | 8,800     |  | $         | 56,563 |               | $ | 149,883 |  | $ | 3,672
|                                   |  |                        |         |                 |   |           |  |           |        |               |   |         |  |   |      

---

|(a) | The interest obligation associated with the Revolving Line of Credit will be based upon the outstanding principal and the related variable rate of interest through its maturity date
of December 29, 2010 (see Note 4 of the Notes to the Consolidated Financial Statements for more details).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-balance Sheet
Arrangements

Performance Bonds and Irrevocable Letters of Credit. We are often required to obtain performance bonds and
irrevocable letters of credit related to our obligations to various municipalities and other individuals with respect to the performance and completion of certain land development activities and as collateral for contingent land purchase
commitments. As of December 31, 2006, we had $40.4 million and $6.8 million of outstanding performance bonds and irrevocable letters of credit, respectively. The expiration dates of irrevocable letters of credit coincide with the expected
completion dates of the related projects. If the obligations related to a project are ongoing, annual extensions of the irrevocable letters of credit are typically granted. Performance bonds do not have stated expiration dates. We are released from
performance bonds when the contractual performance is completed. In the event any of the performance bonds or irrevocable letters of credit are called, we would be obligated to reimburse the issuer of the performance bond or irrevocable letter of
credit. However, we do not believe that any currently outstanding performance bond or irrevocable letter of credit will be called.

The
availability and cost of surety instruments is subject to the level of construction activity, our financial condition and other industry factors. Although at times we have experienced difficulty in obtaining performance bonds, we believe that we
have sufficient capacity from insurers and under our letter of credit facility to satisfy the requirements of our 2007 development plans.



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Variable Interest Entities.From time to time, we selectively enter into joint ventures with other
homebuilders to own and develop communities. Through the creation of joint venture partnerships and limited liability companies, these joint ventures engage in land development activities for the purpose of distributing developed lots to the
partners in the joint ventures. The partners in the joint ventures acquire substantially all of the lots developed by the joint ventures and fund the development costs in proportion to their equity interests. We receive our percentage interest in
the lots developed in the form of capital distributions. As of December 31, 2006, we had ownership interests in seven active joint ventures with ownership interests ranging from 33% to 50%. These joint ventures generally do not incur debt,
except for seller requested financing arrangements upon purchasing the land for the joint ventures. We have determined that our land development joint ventures do not qualify as variable interest entities that would require consolidation in our
financial statements. See Note 3, Joint Ventures, in the Notes to the Consolidated Financial Statements included herein.

In managing our
land inventories, we enter into land option and contingent purchase contracts with third parties to acquire unimproved land and developed lots, which, depending on the circumstances, could qualify as variable interest entities under FIN 46R.
These contracts may be with individual land owners or entities that hold land for sale and generally require us to pay or issue one or a combination of the following: refundable deposits, non-refundable deposits and letters of credit. We have
evaluated all of our land options and contingent purchase contracts and have concluded that, as of December 31, 2006, we did not have any outstanding contracts requiring consolidation as a result of the application of FIN 46R.

Cancelable contractual obligations consist of options under which we have the right, but not the obligation, to purchase land and contingent purchase
contracts under which our obligation to purchase land is subject to the satisfaction of zoning, utility, environmental, title or other contingencies. We continually evaluate our cancelable contractual obligations to purchase unimproved land and
developed lots. As of December 31, 2006, we had $2.1 million of cancelable contractual obligations for which we had determined it is reasonably likely that we will complete the land or lot purchase. We had not made any good faith deposits or
incurred any related due diligence costs on these cancelable contractual obligations as of December 31, 2006. However, $663,000 of performance bonds and irrevocable letters of credit were outstanding as collateral for these contingent land
purchase commitments as of December 31, 2006. Assuming that the contingencies are satisfied and that no other significant obstacles to development arise, we expect to purchase most of the residential lots and unimproved land that are subject to
these cancelable contractual obligations within the next several years. We expect to fund our land acquisition and development obligations from internally generated cash and from borrowings.

We are in the process of evaluating $7.4 million of additional cancelable contractual obligations for which we have not yet determined whether it is
reasonably likely that we will complete the land or lot purchase. As of December 31, 2006, good faith deposits and related due diligence costs on these contracts were $860,000. Good faith deposits and related due diligence costs are normally
charged to earnings when we determine the purchase of the land or lots will not be completed.



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We own a 49.9% interest in Alliance Title Agency, Ltd. (Alliance), a title insurance agency
that provides closing services for our Central Ohio homes. We determined that Alliance is a variable interest entity and consolidated it with our other homebuilding operations effective January 1, 2004. As of December 31, 2006, our
investment in Alliance was $87,000. Minority interest associated with Alliance is included in accrued liabilities on our Consolidated Balance Sheets.

The following is a summary of our commercial commitments under off-balance sheet arrangements as of December 31, 2006 (in thousands):



|                             |  |                                            |        |                 |   |           |  |           |       |              |   |       |  |   |  
|---------------------------- |  | ------------------------------------------ | ------ | --------------- | - | --------- |  | --------- | ----- | ------------ | - | ----- |  | - | -
|                             |  | Amount of Commitment Expiration Per Period
|                             |  | TotalAmountsCommitted                      |        | Lessthan 1 year |   | 1-3 years |  | 3-5 years |       | After 5years
|Commercial commitments:      |  |                                            |        |                 |   |           |  |           |       |              |   |       |  |   |  
|Letters of credit            |  | $                                          | 6,760  |                 | $ | 1,960     |  | $         | 174   |              | $ | 4,626 |  | $ | 
|Performance bonds            |  |                                            | 40,408 |                 |   | 37,142    |  |           | 2,930 |              |   | 336   |  |   | 
|Cancelable land contracts    |  |                                            | 2,051  |                 |   | 1,025     |  |           | 792   |              |   | 234   |  | $ | 
|                             |  |                                            |        |                 |   |           |  |           |       |              |   |       |  |   |  
|Total commercial commitments |  | $                                          | 49,219 |                 | $ | 40,127    |  | $         | 3,896 |              | $ | 5,196 |  | $ | 
|                             |  |                                            |        |                 |   |           |  |           |       |              |   |       |  |   |  

Inflation and Other Cost Increases

We are not always able to reflect all of our cost increases in the sales price of our homes because competitive pressures and other factors sometimes
require us to maintain or discount our sales prices. While we attempt to maintain material, labor and subcontractor costs from the date a sales contract with a customer is accepted until the date construction is completed, we may incur unanticipated
costs which cannot be passed on to the customer. For example, delays in construction of a home can cause the mortgage commitment to expire and can require us, if mortgage interest rates have increased, to pay significant amounts to the mortgage
lender to extend the original mortgage interest rate. In addition, during periods of high construction activities, we may incur additional costs to obtain subcontractors when certain trades are not readily available, which can result in lower gross
profits. Periods of rapid price increases can result in lower gross profits.

Recently Issued Accounting Pronouncements

In May 2005, the FASB issued FAS No. 154, Accounting for Changes and Error Corrections  A Replacement of APB Opinion No. 20 and FASB
Statement No. 3(FAS 154). FAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. FAS 154 requires retrospective application to prior period financial statements of changes in
accounting principles, unless it is impractical to determine either the period-specific effect or the cumulative effect of a change. FAS 154 became effective for accounting changes and corrections of errors made in fiscal years beginning after
December 15, 2005. The adoption of FAS 154 did not have an impact on the Companys consolidated financial position or results of operations.



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In September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS
157), which provides guidance for using fair value to measure assets and liabilities, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value
measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of adopting FAS 157 on its consolidated financial position and results of operations.

In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment
of FASB Statement No. 115 (FAS 159). FAS 159 permits all entities to choose to measure and report many financial instruments and certain other items at fair value at specified election dates. If such an election is made, any
unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each subsequent reporting date. In addition, FAS 159 establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently considering the
potential impact of adopting FAS 159 on its consolidated financial position and results of operations.

In June 2006, the FASB issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109(FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken on a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties and disclosure relating to uncertain tax positions. FIN 48
became effective for us on January 1, 2007. The adoption of FIN 48 is not expected to have an impact on our consolidated financial position or results of operations.

In September 2006, the Securities and Exchange Commission published Staff Accounting Bulletin No. 108 (Topic 1N), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements(SAB 108). SAB 108 provides guidance as to how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in the current financial statements. SAB 108 requires us
to quantify misstatements using both a balance sheet and income statement approach, with adjustment required if either method results in a material error. The provisions of SAB 108 were required to be applied December 31, 2006. The application
of these provisions did not have an impact on our consolidating financial position or results of operations.

Critical Accounting Policies

The foregoing Managements Discussion and Analysis of Financial Condition and Results of Operation is based upon our Consolidated
Financial Statements, including the related Notes, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we



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evaluate our estimates, including those related to real estate inventories, warranty obligations, and construction costs for homes closed. We base these
estimates on historical trends and experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our Consolidated
Financial Statements:



| |  |  | Reserves to reduce our real estate inventories to net realizable value are recorded using several factors, including, but not limited to, the recent level of sales
activity, estimated average selling prices, estimated sales, absorption rates, gross margin trends, projected cash flows and planned development activities. Impairment charges are based upon a discounted cash flow analysis to reduce inventory
carrying values to fair value in those instances where the cost is not expected to be recovered as a result of either the construction and delivery of a new home or through the sale of land parcel or lot. The adequacy of our reserves could be
materially affected by changes in market conditions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Estimates for remaining construction costs for homes closed are recorded in the period when the related home is closed. These estimates are based on detailed
budgets for each home, amounts spent to date and historical experience and trends. If actual costs change, significant variances may be encountered.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reserves for the estimated cost of homes under warranty are recorded in the period in which the related home is closed and are based on historical experience and
trends in actual warranty costs. If actual warranty experience changes, revisions to the estimated warranty liability would be required.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Estimates for the costs to complete land development are recorded upon completion of the related land development project. Estimates for land and land development
costs are allocated to development phases based on the total number of lots expected to be developed within each community and are based on detailed budgets for the land development project and historical experience and trends. If actual costs or
the total number of lots developed changes, significant variances may be encountered.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Estimates for capitalized overhead and interest costs are recorded in real estate inventories for interim financial reporting purposes and then adjusted to actual
results at year-end. Annualized capitalization rates for indirect overhead and interest are determined by estimating the total current year projected development costs, indirect construction costs, interest, closings and ending inventory. If actual
costs, closings or inventory levels change, significant variances to the estimated quarterly capitalization rates results may be encountered. To minimize this risk, management closely monitors the estimated to actual results on a quarterly basis.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Self-insurance accruals are made for certain claims associated with workers compensation and medical benefits. These accruals include estimates that are based
on assumptions about historical loss development factors and actual benefit costs. Differences in estimates and assumptions could result in an accrual materially different from the calculated amounts.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | We record income tax liabilities utilizing known obligations and estimates of potential obligations. A deferred tax asset or liability is recognized whenever there
are future tax effects from existing temporary differences and tax credit carry forwards. We record a valuation allowance to reduce deferred tax assets to the balance that is more likely than not to be realized. We use an estimate of the annual
effective tax rate at each interim period based on the facts and circumstances available at that time, while the actual effective tax rate is calculated at year-end. If circumstances change, our estimated annual effective tax rate could change,
creating variances in quarterly results.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

We are exposed to a number of market risks in the ordinary course of business. Our primary market risk exposure relates to fluctuations in interest rates on borrowings under our Credit Facility, which permits
borrowings up to $235.0 million, subject to limitations on availability. Under the Credit Facility, interest on our Revolving Line of Credit and Term A Notes is variable and calculated, at our option, based on either LIBOR plus 4.25% or the prime
rate plus 3.25%. As of December 31, 2006, our Revolving Line of Credit and Term A Notes bear interest at a rate of 9.625%, which was determined using the LIBOR option. The following table presents principal cash flows and related weighted
average interest rates by expected maturity dates for our borrowings outstanding as of December 31, 2006:



|                       |  |                        |        |   |      |   |        |      |  |   |        |   |  |       |        |   |  |   |         |  
|---------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | - |  | ----- | ------ | - |  | - | ------- | -
|                       |  | Expected maturity date |        |   |      |  
|                       |  | 2007                   |        |   | 2008 |   |        | 2009 |  |   | 2010   |   |  | Total |       
|Liabilities            |  |                        |        |   |      |   |        |      |  |   |        |   |  |       |        |   |  |   |         |  
|Variable rate          |  | $                      | 10,000 |   |      | $ | 20,000 |      |  | $ | 40,000 |   |  | $     | 56,800 |   |  | $ | 126,800 |  
|Average interest rate* |  |                        | 9.625  | % |      |   | 9.625  | %    |  |   | 9.625  | % |  |       | 9.625  | % |  |   | 9.625   | %
|                       |  |                        |        |   |     
|Fixed rate             |  |                        |       |   |      |   |       |      |  |   |       |   |  | $     | 90,000 |   |  | $ | 90,000  |  
|Average interest rate* |  |                        |       |   |      |   |       |      |  |   |       |   |  |       | 15.00  | % |  |   | 15.00   | %

---

|* | Does not include impact of amortization of debt discount and debt issuance costs.
|- | ---------------------------------------------------------------------------------

At times we have managed a portion of our market risk related to interest rate fluctuations through interest rate swap contracts. As of December 31, 2005, we were a party to interest rate swap contracts with an
aggregate notional amount of $120.0 million that effectively fixed the interest rate for a portion of the variable rate borrowings under our line of credit. In October 2006, we closed all of the outstanding positions in our interest rate swap
contracts. The table below presents information relating to our outstanding borrowings and interest rate swap contracts held as of December 31, 2005. For the outstanding borrowings, the table presents principal cash flows and the related
weighted average interest rate by expected maturity date. For the interest rate swap contracts, the table presents notional amounts and expected interest rates by contractual dates.



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|                            |  |                        |         |   |      |   |         |      |  |   |        |   |  |       |        |   |  |   |         |  
|--------------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------ | - |  | ----- | ------ | - |  | - | ------- | -
|                            |  | Expected maturity date |         |   |      |  
|                            |  | 2006                   |         |   | 2007 |   |         | 2008 |  |   | 2009   |   |  | Total |       
|Liabilities                 |  |                        |         |   |      |   |         |      |  |   |        |   |  |       |        |   |  |   |         |  
|Variable rate               |  |                        |        |   |      | $ | 205,240 |      |  |   |       |   |  |       |       |   |  | $ | 205,240 |  
|Average interest rate*      |  |                        |        |   |      |   | 5.29    | %    |  |   |       |   |  |       |       |   |  |   | 5.29    | %
|                            |  |                        |         |   |     
|Interest Rate Derivatives   |  |                        |         |   |      |   |         |      |  |   |        |   |  |       |        |   |  |   |         |  
|Notional amount             |  | $                      | 120,000 |   |      | $ | 110,000 |      |  | $ | 60,000 |   |  | $     | 20,000 |   |  | $ | 120,000 |  
|Average annual pay rate     |  |                        | 3.21    | % |      |   | 3.24    | %    |  |   | 3.60   | % |  |       | 4.45   | % |  |   | 3.21    | %
|Average annual receive rate |  |                        | 3.34    | % |      |   | 3.34    | %    |  |   | 3.38   | % |  |       | 3.57   | % |  |   | 3.34    | %

---

|* | Includes effect of interest rate swap agreements and excludes amortization of debt issuance costs.
|- | --------------------------------------------------------------------------------------------------



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|Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The following financial information is included on the pages indicated:



|                                                                 |  |     
|---------------------------------------------------------------- |  | ----
|                                                                 |  | Page
|                                                                 | 
|Managements Report on Internal Control Over Financial Reporting |  | 46  
|Report of Independent Registered Public Accounting Firm          |  | 47  
|Consolidated Statements of Operations                            |  | 48  
|Consolidated Balance Sheets                                      |  | 49  
|Consolidated Statements of Changes in Shareholders Equity       |  | 50  
|Consolidated Statements of Cash Flows                            |  | 51  
|Notes to the Consolidated Financial Statements                   |  | 52  



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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING 1

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by
the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors,
management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with accounting principles generally accepted in the United States of
America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all error and all fraud.
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the
participation of our management, including our principal executive officer and principal financial officer, we undertook an assessment of our internal control over financial reporting as of December 31, 2006, based on the framework in
Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our managements assessment included an evaluation of the design of our internal control over financial
reporting and testing of the operational effectiveness of those controls.

Based upon this assessment, our management has concluded that,
as of December 31, 2006, our internal control over financial reporting was effective based on those criteria, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States of America. We reviewed the results of managements assessment with the Audit Committee of our Board of Directors.

This annual report on Form 10-K does not include an attestation report of the Companys independent registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only managements report in this annual report.

---

|1 | Based on the aggregate market value of the Companys common shares held by non-affiliates as of
June 30, 2006, the Company has determined, as of December 31, 2006, that it is no longer an accelerated filer, but rather is a non-accelerated filer as defined in Rule 12b-2 of the Exchange Act. Pursuant to SEC Final Rule 33-8760, the
Company is not required to furnish a management report on internal control over financial reporting in this Annual Report on Form 10-K. The Company is voluntarily furnishing this report.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Dominion Homes, Inc.:

In our
opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Dominion Homes, Inc. and its subsidiaries at December 31, 2006 and 2005, and the results of
their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the
responsibility of the Company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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards 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.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Financial
Accounting Standard No. 123(R), Share-Based Payments, on January 1, 2006.



|                              
|------------------------------
|/s/ PricewaterhouseCoopers LLP
|Columbus, Ohio                
|March 14, 2007                



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Dominion Homes, Inc.

Consolidated Statements of Operations

(In thousands, except share and per share amounts)



|                                     |  |                         |           |   |      |   |           |  |   |          
|------------------------------------ |  | ----------------------- | --------- | - | ---- | - | --------- |  | - | ---------
|                                     |  | Year ended December 31,
|                                     |  | 2006                    |           |   | 2005 |   | 2004     
|Revenues                             |  | $                       | 256,760   |   |      | $ | 415,700   |  | $ | 541,970  
|Cost of real estate sold             |  |                         | 238,734   |   |      |   | 336,007   |  |   | 426,531  
|                                     |  |                         |           |   |      |   |           |  |   |          
|Gross profit                         |  |                         | 18,026    |   |      |   | 79,693    |  |   | 115,439  
|Selling, general and administrative  |  |                         | 50,082    |   |      |   | 64,475    |  |   | 77,936   
|                                     |  |                         |           |   |      |   |           |  |   |          
|Income (loss) from operations        |  |                         | (32,056   | ) |      |   | 15,218    |  |   | 37,503   
|Interest expense                     |  |                         | 11,248    |   |      |   | 7,745     |  |   | 4,032    
|                                     |  |                         |           |   |      |   |           |  |   |          
|Income (loss) before income taxes    |  |                         | (43,304   | ) |      |   | 7,473     |  |   | 33,471   
|Provision (benefit) for income taxes |  |                         | (9,295    | ) |      |   | 2,147     |  |   | 13,269   
|                                     |  |                         |           |   |      |   |           |  |   |          
|Net income (loss)                    |  | $                       | (34,009   | ) |      | $ | 5,326     |  | $ | 20,202   
|                                     |  |                         |           |   |      |   |           |  |   |          
|Earnings (loss) per share            |  |                         |           |   |      |   |           |  |   |          
|Basic                                |  | $                       | (4.19     | ) |      | $ | 0.66      |  | $ | 2.53     
|                                     |  |                         |           |   |      |   |           |  |   |          
|Diluted                              |  | $                       | (4.19     | ) |      | $ | 0.65      |  | $ | 2.47     
|                                     |  |                         |           |   |      |   |           |  |   |          
|Weighted average shares outstanding  |  |                         |           |   |      |   |           |  |   |          
|Basic                                |  |                         | 8,120,205 |   |      |   | 8,065,586 |  |   | 7,993,369
|                                     |  |                         |           |   |      |   |           |  |   |          
|Diluted                              |  |                         | 8,120,205 |   |      |   | 8,201,694 |  |   | 8,188,304
|                                     |  |                         |           |   |      |   |           |  |   |          

The accompanying notes are an integral part of the Consolidated Financial Statements.



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Dominion Homes, Inc.

Consolidated Balance Sheets

(In thousands, except share information)



|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                                                                   |  | December 31, |        
|                                                                                                                                                                                                                                   |  | 2006         |         |   | 2005 |  
|ASSETS                                                                                                                                                                                                                             |  |              |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                          |  | $            | 3,032   |   |      | $ | 3,554   |  
|Restricted cash                                                                                                                                                                                                                    |  |              | 6,762   |   |      |   |        |  
|Accounts receivable                                                                                                                                                                                                                |  |              |         |   |      |   |         |  
|Due from financial institutions for residential closings                                                                                                                                                                           |  |              | 639     |   |      |   | 3,941   |  
|Other                                                                                                                                                                                                                              |  |              | 1,690   |   |      |   | 948     |  
|Real estate inventories                                                                                                                                                                                                            |  |              |         |   |      |   |         |  
|Land and land development costs                                                                                                                                                                                                    |  |              | 281,316 |   |      |   | 323,594 |  
|Homes under construction                                                                                                                                                                                                           |  |              | 67,585  |   |      |   | 86,980  |  
|Land held for sale                                                                                                                                                                                                                 |  |              | 20,321  |   |      |   | 12,481  |  
|Other                                                                                                                                                                                                                              |  |              | 1,864   |   |      |   | 3,220   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total real estate inventories                                                                                                                                                                                                      |  |              | 371,086 |   |      |   | 426,275 |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Prepaid expenses and other                                                                                                                                                                                                         |  |              | 16,484  |   |      |   | 8,792   |  
|Deferred income taxes                                                                                                                                                                                                              |  |              |        |   |      |   | 1,485   |  
|Property and equipment, at cost                                                                                                                                                                                                    |  |              | 13,371  |   |      |   | 15,317  |  
|Less accumulated depreciation                                                                                                                                                                                                      |  |              | (8,848  | ) |      |   | (8,755  | )
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total property and equipment                                                                                                                                                                                                       |  |              | 4,523   |   |      |   | 6,562   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total assets                                                                                                                                                                                                                       |  | $            | 404,216 |   |      | $ | 451,557 |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                               |  |              |         |   |      |   |         |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Accounts payable                                                                                                                                                                                                                   |  | $            | 7,945   |   |      | $ | 11,465  |  
|Deposits on homes and land under contract                                                                                                                                                                                          |  |              | 1,017   |   |      |   | 1,483   |  
|Accrued liabilities                                                                                                                                                                                                                |  |              | 16,465  |   |      |   | 28,536  |  
|Revolving line of credit                                                                                                                                                                                                           |  |              | 16,800  |   |      |   | 205,240 |  
|Term notes                                                                                                                                                                                                                         |  |              | 184,779 |   |      |   |        |  
|Seller financed debt and capital lease liability                                                                                                                                                                                   |  |              | 8,746   |   |      |   | 9,300   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total liabilities                                                                                                                                                                                                                  |  |              | 235,752 |   |      |   | 256,024 |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Commitments and contingencies                                                                                                                                                                                                      |  |              |         |   |      |   |         |  
|Shareholders equity                                                                                                                                                                                                               |  |              |         |   |      |   |         |  
|Common shares, without stated value, 12,000,000 shares authorized, 8,756,959 shares issued and 8,424,413 shares outstanding on
December 31, 2006 and 8,565,261 shares issued and 8,244,715 shares outstanding on December 31, 2005 |  |              | 69,970  |   |      |   | 63,851  |  
|Deferred compensation                                                                                                                                                                                                              |  |              | (11     | ) |      |   | (901    | )
|Retained earnings                                                                                                                                                                                                                  |  |              | 99,783  |   |      |   | 133,792 |  
|Accumulated other comprehensive income                                                                                                                                                                                             |  |              | 1,608   |   |      |   | 1,677   |  
|Treasury stock, at cost (332,546 and 320,546 shares at December 31, 2006 and 2005, respectively)                                                                                                                                   |  |              | (2,886  | ) |      |   | (2,886  | )
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total shareholders equity                                                                                                                                                                                                         |  |              | 168,464 |   |      |   | 195,533 |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total liabilities and shareholders equity                                                                                                                                                                                         |  | $            | 404,216 |   |      | $ | 451,557 |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  

The accompanying notes are an integral part of the Consolidated Financial Statements.



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Dominion Homes, Inc.

Consolidated Statements of Changes in Shareholders Equity

(In thousands, except share
information)



|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|---------------------------------------------------------- |  | --------------- | - |  | ------------ | ------ | - | -------------------- | - | ------ | ----------- |  | - | ------------------------------------------ | - |  | - | ------------- | - |  | ----- | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                           |  |                 |   |  |              |        |   | DeferredCompensation |   |        |             |  |   | AccumulatedOtherComprehensiveIncome
(Loss) |   |  |   |               |   |  |      
|                                                           |  | Number ofShares |   |  | CommonShares |        |   | Liability            |   |        | TrustShares |  |   | RetainedEarnings                           |   |  |   | TreasuryStock |   |  | Total |       
|Balance, December 31, 2003                                 |  | 8,211,250       |   |  | $            | 66,890 |   |                      | $ | (3,873 | )           |  | $ | (1,234                                     | ) |  | $ | 108,264       |   |  | $     | (1,132 | ) |  | $ | (2,854 | ) |  | $ | 166,061 |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|                                                           |  |                |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Net income                                                 |  |                |   |  |              |       |   |                      |   |       |             |  |   |                                           |   |  |   | 20,202        |   |  |       |        |   |  |   |        |   |  |   | 20,202  |  
|Unrealized hedging gain, net of deferred taxes of ($1,165) |  |                |   |  |              |       |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       | 1,718  |   |  |   |       |   |  |   | 1,718   |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Comprehensive income                                       |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   | 21,920  |  
|                                                           |  |                 |   |  |              |        |   |                     
|Shares awarded                                             |  | 2,300           |   |  |              | 78     |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 78      |  
|Exercises of stock options                                 |  | 67,965          |   |  |              | 442    |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   | (32    | ) |  |   | 410     |  
|Issuance of restricted stock awards                        |  | 15,000          |   |  |              | 363    |   |                      |   | (363   | )           |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   |        |  
|Change in value and vesting of restricted stock awards     |  |                |   |  |              | (1,738 | ) |                      |   | 2,456  |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 718     |  
|Forfeitures of restricted stock awards                     |  | (70,000         | ) |  |              | (1,160 | ) |                      |   | 1,160  |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   |        |  
|Deferred compensation                                      |  |                |   |  |              |       |   |                      |   | (437   | )           |  |   | 147                                        |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | (290    | )
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2004                                 |  | 8,226,515       |   |  |              | 64,875 |   |                      |   | (1,057 | )           |  |   | (1,087                                     | ) |  |   | 128,466       |   |  |       | 586    |   |  |   | (2,886 | ) |  |   | 188,897 |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Net income                                                 |  |                |   |  |              |       |   |                      |   |       |             |  |   |                                           |   |  |   | 5,326         |   |  |       |       |   |  |   |       |   |  |   | 5,326   |  
|Unrealized hedging gain, net of deferred taxes of ($625)   |  |                |   |  |              |       |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       | 1,091  |   |  |   |       |   |  |   | 1,091   |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Comprehensive income                                       |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   | 6,417   |  
|                                                           |  |                 |   |  |              |        |   |                     
|Shares awarded                                             |  | 1,600           |   |  |              | 35     |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 35      |  
|Exercises of stock options                                 |  | 44,100          |   |  |              | 199    |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 199     |  
|Issuance of restricted stock awards                        |  | 2,500           |   |  |              | 46     |   |                      |   | (46    | )           |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   |        |  
|Change in value and vesting of restricted stock awards     |  |                |   |  |              | (876   | ) |                      |   | 1,233  |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 357     |  
|Forfeitures of restricted stock awards                     |  | (30,000         | ) |  |              | (428   | ) |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | (428    | )
|Deferred compensation                                      |  |                |   |  |              |       |   |                      |   | (49    | )           |  |   | 105                                        |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   | 56      |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2005                                 |  | 8,244,715       |   |  |              | 63,851 |   |                      |   | 81     |             |  |   | (982                                       | ) |  |   | 133,792       |   |  |       | 1,677  |   |  |   | (2,886 | ) |  |   | 195,533 |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Net loss                                                   |  |                |   |  |              |       |   |                      |   |       |             |  |   |                                           |   |  |   | (34,009       | ) |  |       |       |   |  |   |       |   |  |   | (34,009 | )
|Unrealized hedging gain, net of deferred taxes             |  |                |   |  |              |       |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       | (69    | ) |  |   |       |   |  |   | (69     | )
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Comprehensive income                                       |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   | (34,078 | )
|                                                           |  |                 |   |  |              |        |   |                     
|Shares awarded                                             |  | 11,698          |   |  |              | 91     |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 91      |  
|Exercises of stock options                                 |  | 5,000           |   |  |              | 24     |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 24      |  
|Share based compensation expense                           |  | 163,000         |   |  |              | 42     |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 42      |  
|Unearned compensation reclass as of FAS 123R adoption date |  |                |   |  |              | (868   | ) |                      |   | 868    |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   |        |  
|Issuance of warrants to purchase common shares             |  |                |   |  |              | 6,830  |   |                      |   |       |             |  |   |                                           |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 6,830   |  
|Deferred compensation                                      |  |                |   |  |              |       |   |                      |   | (205   | )           |  |   | 227                                        |   |  |   |              |   |  |       |       |   |  |   |       |   |  |   | 22      |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  
|Balance, December 31, 2006                                 |  | 8,424,413       |   |  | $            | 69,970 |   |                      | $ | 744    |             |  | $ | (755                                       | ) |  | $ | 99,783        |   |  | $     | 1,608  |   |  | $ | (2,886 | ) |  | $ | 168,464 |  
|                                                           |  |                 |   |  |              |        |   |                      |   |        |             |  |   |                                            |   |  |   |               |   |  |       |        |   |  |   |        |   |  |   |         |  

The accompanying notes are an integral part of the Consolidated Financial Statements.



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Dominion Homes, Inc.

Consolidated Statements of Cash Flows

(In thousands)



|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                          |  | Year Ended December 31, |         
|                                                                          |  | 2006                    |          |   | 2005 |   |          | 2004 | 
|Cash flows from operating activities:                                     |  |                         |          |   |      |   |          |      |  |   |          |  
|Net income                                                                |  | $                       | (34,009  | ) |      | $ | 5,326    |      |  | $ | 20,202   |  
|Adjustments to reconcile net income to cash used in operating activities: |  |                         |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                             |  |                         | 3,979    |   |      |   | 3,245    |      |  |   | 2,615    |  
|Amortization of unearned compensation                                     |  |                         | 42       |   |      |   | (15      | )    |  |   | 428      |  
|Amortization of accumulated other comprehensive income                    |  |                         | (443     | ) |      |   |         |      |  |   |         |  
|Loss on impaired real estate inventories                                  |  |                         | 14,175   |   |      |   | 6,491    |      |  |   | 4,813    |  
|Gain on sale of land                                                      |  |                         | (795     | ) |      |   | (1,923   | )    |  |   |         |  
|Loss on fixed assets                                                      |  |                         | 200      |   |      |   | 315      |      |  |   | 186      |  
|Issuance of common shares for compensation                                |  |                         | 91       |   |      |   | 35       |      |  |   | 78       |  
|Deferred income taxes                                                     |  |                         | 3,253    |   |      |   | 575      |      |  |   | 1,931    |  
|Changes in assets and liabilities:                                        |  |                         |          |   |      |   |          |      |  |   |          |  
|Accounts receivable                                                       |  |                         | 2,734    |   |      |   | (368     | )    |  |   | (1,988   | )
|Real estate inventories                                                   |  |                         | 35,113   |   |      |   | (15,663  | )    |  |   | (76,660  | )
|Prepaid expenses and other                                                |  |                         | (11,784  | ) |      |   | (846     | )    |  |   | 1,419    |  
|Accounts payable                                                          |  |                         | (3,520   | ) |      |   | 2,148    |      |  |   | (8,448   | )
|Deposits on homes under contract                                          |  |                         | (466     | ) |      |   | 260      |      |  |   | (811     | )
|Accrued liabilities                                                       |  |                         | (5,481   | ) |      |   | (5,603   | )    |  |   | (240     | )
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by (used in) operating activities                       |  |                         | 3,089    |   |      |   | (6,023   | )    |  |   | (56,475  | )
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash flows from investing activities:                                     |  |                         |          |   |      |   |          |      |  |   |          |  
|Purchase of property and equipment                                        |  |                         | (1,265   | ) |      |   | (3,050   | )    |  |   | (1,109   | )
|Proceeds from sale of property and equipment                              |  |                         | 958      |   |      |   | 840      |      |  |   |         |  
|Proceeds from sale of investment in Centennial Home Mortgage, LLC         |  |                         | 1,838    |   |      |   |         |      |  |   |         |  
|Investment in Centennial Home Mortgage, LLC                               |  |                         | (75      | ) |      |   |         |      |  |   |         |  
|Change in restricted cash                                                 |  |                         | (6,762   | ) |      |   |         |      |  |   |         |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                                     |  |                         | (5,306   | ) |      |   | (2,210   | )    |  |   | (1,109   | )
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash flows from financing activities:                                     |  |                         |          |   |      |   |          |      |  |   |          |  
|Payments on revolving line of credit                                      |  |                         | (312,737 | ) |      |   | (112,636 | )    |  |   | (159,302 | )
|Proceeds from revolving line of credit                                    |  |                         | 124,297  |   |      |   | 123,498  |      |  |   | 224,460  |  
|Proceeds from term notes                                                  |  |                         | 200,000  |   |      |   |         |      |  |   |         |  
|Payment of debt issuance costs                                            |  |                         | (11,105  | ) |      |   | (165     | )    |  |   | (250     | )
|Payments on seller financed debt                                          |  |                         | (812     | ) |      |   | (4,838   | )    |  |   | (4,597   | )
|Payments on capital lease obligations                                     |  |                         | (23      | ) |      |   | (981     | )    |  |   | (1,452   | )
|Proceeds from termination of interest rate swaps                          |  |                         | 2,051    |   |      |   |         |      |  |   |         |  
|Proceeds from exercise of stock options                                   |  |                         | 24       |   |      |   | 199      |      |  |   | 410      |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                 |  |                         | 1,695    |   |      |   | 5,077    |      |  |   | 59,269   |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net change in cash and cash equivalents                                   |  |                         | (522     | ) |      |   | (3,156   | )    |  |   | 1,685    |  
|Cash and cash equivalents, beginning of year                              |  |                         | 3,554    |   |      |   | 6,710    |      |  |   | 5,025    |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents, end of year                                    |  | $                       | 3,032    |   |      | $ | 3,554    |      |  | $ | 6,710    |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Supplemental disclosures of cash flow information:                        |  |                         |          |   |      |   |          |      |  |   |          |  
|Interest paid (net of amounts capitalized)                                |  | $                       | 17,708   |   |      | $ | 7,228    |      |  | $ | 2,721    |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Income taxes paid                                                         |  | $                       | 408      |   |      | $ | 4,000    |      |  | $ | 14,760   |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Supplemental disclosures of non-cash activities:                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Land acquired with seller financing                                       |  | $                       |         |   |      | $ | 9,300    |      |  | $ | 910      |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Consolidated real estate inventory not owned                              |  | $                       |         |   |      | $ | 2,100    |      |  | $ | 16,953   |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Capital lease obligations                                                 |  | $                       | 281      |   |      | $ |         |      |  | $ |         |  
|                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  

The accompanying notes are an integral part of the Consolidated Financial Statements.



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Notes to the Consolidated Financial Statements



|1. | Summary of Significant Accounting Policies:
|-- | -------------------------------------------

Organization: Dominion Homes, Inc. (the Company) is engaged primarily in the construction and sale of single-family homes in Central Ohio and Louisville and Lexington, Kentucky. The Company designs, sells and builds
single-family homes on finished lots. The Company also purchases undeveloped land to develop into finished lots as needed for home construction. The Company provides title insurance services through affiliated title insurance agencies and mortgage
financing services through a joint venture arrangement.

Basis of Presentation:The accompanying consolidated financial statements
include the accounts of the Company, its consolidated subsidiaries, variable interest entities in which the Company is deemed to be the primary beneficiary and joint venture investments accounted for using the equity method (see Note 3).
Inter-company transactions are eliminated.

The Company owns a 49.9% interest in Alliance Title Agency, Ltd. (Alliance), a
title insurance agency that provides closing services for our Central Ohio home sales. The Company determined that Alliance is a variable interest entity in which the Company is the primary beneficiary and has therefore included Alliance in its
consolidated results. Minority interest related to Alliance is included in accrued liabilities in the Consolidated Balance Sheets.

During
2006 the Company incurred a net loss of $34.0 million compared to net income of $5.3 million in 2005 and net income of $20.2 million in 2004. The homebuilding industry is cyclical and significantly affected by changes in national and local economic,
business and other conditions. During 2004 new home sales in our markets began to slow and that trend continued through 2006. Factors contributing to this slowdown were (i) a decline in the overall demand for new homes, (ii) increased
price competition and slowing sales in the resale home market, (iii) an increased supply of existing home inventory, (iv) higher mortgage interest rates compared to prior years, (v) lower consumer confidence and (vi) slower
economic activity in our markets. In response to these concerns, the Company has significantly reduced selling, general and administrative expenses in order to align our cost structure with the current level of sales activity, slowed all land
acquisition, delayed land development and construction activities except where required for near term sales and has offered for sale various developed lots and land parcels that the Company believes are not needed based on current absorption rates.

As a result of the 2006 net loss the Company was required to execute various amendments to its credit facility and obtain waivers with
respect to various financial covenants during 2006. On December 29, 2006, the Company amended its credit facility and extended its due date from May 31, 2007 to December 29, 2010. The amended credit agreement includes: (i) a $35
million senior secured revolving line of credit, (ii) a $110 million senior secured Term A loan facility and (iii) a $90 million senior secured second lien Term B loan facility with detachable warrants exercisable for 1,538,235 common
shares of the Company. The amended credit agreement contains new financial covenants that commence March 31, 2007 and extend through the term of the agreement. The Company expects to comply with the financial covenants under the amended credit
agreements for the next twelve months. Non-compliance with such covenants would allow the lenders to demand immediate repayment of all outstanding borrowings under



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the facility. The inability of the Company to comply with its financial covenants, obtain waivers for non-compliance or obtain alternative financing to
replace the current credit facility would have a material adverse effect on the Companys financial position, results of operations and cash flows.

Segment Information:The Companys homebuilding operations conducted in Ohio and Kentucky have been determined to have similar economic characteristics including similar historical and expected future
operating performance, similar product offerings, pricing and margins, which otherwise meet the criteria for aggregation in accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and Relation Information.
The Companys title operations directly support its homebuilding operations and services to outside parties are rare. Therefore, the homebuilding operations and title operations have been aggregated into one reportable segment  the
homebuilding segment.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and
Cash Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2006, the Companys cash equivalents were comprised of money
market funds.

Restricted Cash: Under the terms of its Third Amended and Restated Credit Agreement dated December 29, 2006, the
Company was required to place funds on deposit in an amount equal to its outstanding letters of credit. The funds must remain on deposit until the related letter of credit expires or is cancelled and returned to the issuing bank. As of
December 31, 2006, the Company maintained $6,762,000 of restricted cash related to its letters of credit.

Real Estate
Inventories: Real estate inventories are recorded at cost. Land and land development costs include capitalized acquisition related costs, land construction costs, capitalized interest, and real estate taxes. Certain land and land development
costs are allocated to development phases based on the number of lots expected to be developed within each subdivision. As each development phase is completed, those land and land development costs are then allocated to individual lots. Homes under
construction include land and land development costs, construction costs, capitalized interest and indirect costs related to development and construction activities. Indirect costs that do not relate to development and construction activities,
including general and administrative expenses, are charged to expense as incurred.

Land held for sale includes unimproved land, lots under
development and developed lots that no longer fit into the Companys development plans, and that the Company is currently marketing for sale or is under contract to sell. Land held for sale is valued at the lower of cost or fair value less
estimated costs to sell.



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The Company evaluates the recoverability of its real estate inventories in accordance with SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, using several factors including, but not limited to, the recent level of sales activity, estimated average selling prices, estimated sales, absorption rates, gross
margin trends, projected cash flows and planned development activities for the Company. The Company records impairment charges based upon a discounted cash flow analysis to reduce inventory carrying values to fair value in those instances where the
cost is not expected to be recovered as a result of either the construction and delivery of a new home or through the sale of land parcel or lot

The Company recognized impairment charges, included in cost of real estate sold, of $14,175,000, $6,491,000, and $4,800,000 for the years ended December 31, 2006, 2005, and 2004. The impairment charges consist of write-downs of
inventory carrying value to fair values, adjustments to the carrying value of certain parcels of land held for sale to fair value and reserves and write-offs of acquisition costs and deposits for land the Company decided not to purchase.

Capitalized Interest: The Company capitalizes interest costs during the land development and home construction periods. Capitalized interest is
included in land and land development costs and homes under construction in the Consolidated Balance Sheets. Capitalized interest related to the costs of land development and home construction is included in cost of real estate sold in the period
for which the home is closed.

A summary of interest expense and a reconciliation of changes in capitalized interest for the years ended
December 31 is as follows:



|                     |  |      |            |   |      |   |            |      |  |   |            |  
|-------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                     |  | 2006 |            |   | 2005 |   |            | 2004 | 
|Interest incurred    |  | $    | 17,644,000 |   |      | $ | 12,477,000 |      |  | $ | 9,726,000  |  
|Interest capitalized |  |      | (6,396,000 | ) |      |   | (4,732,000 | )    |  |   | (5,694,000 | )
|                     |  |      |            |   |      |   |            |      |  |   |            |  
|Interest expense     |  | $    | 11,248,000 |   |      | $ | 7,745,000  |      |  | $ | 4,032,000  |  
|                     |  |      |            |   |      |   |            |      |  |   |            |  



|                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|-------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                         |  | 2006 |            |   | 2005 |   |            | 2004 | 
|Capitalized interest, beginning of year                  |  | $    | 5,007,000  |   |      | $ | 4,598,000  |      |  | $ | 3,108,000  |  
|Interest capitalized                                     |  |      | 6,396,000  |   |      |   | 4,732,000  |      |  |   | 5,694,000  |  
|Capitalized interest charged to cost of real estate sold |  |      | (3,664,000 | ) |      |   | (4,323,000 | )    |  |   | (4,204,000 | )
|                                                         |  |      |            |   |      |   |            |      |  |   |            |  
|Capitalized interest, end of year                        |  | $    | 7,739,000  |   |      | $ | 5,007,000  |      |  | $ | 4,598,000  |  
|                                                         |  |      |            |   |      |   |            |      |  |   |            |  

Prepaid expenses and other: Prepaid expenses and other consisted of the following as of
December 31:



|                                           |  |      |            |      |   |          
|------------------------------------------ |  | ---- | ---------- | ---- | - | ---------
|                                           |  | 2006 |            | 2005
|Debt issuance costs                        |  | $    | 1,507,000  |      | $ | 391,000  
|Income taxes receivable                    |  |      | 11,081,000 |      |   | 1,901,000
|Cash value of Company owned life insurance |  |      | 3,027,000  |      |   | 2,853,000
|Interest rate swap agreements              |  |      |           |      |   | 2,696,000
|Other                                      |  |      | 869,000    |      |   | 951,000  
|                                           |  |      |            |      |   |          
|Total prepaid expenses and other           |  | $    | 16,484,000 |      | $ | 8,792,000
|                                           |  |      |            |      |   |          

Debt Issuance Costs: Fees and costs incurred in connection with our revolving credit
agreements are capitalized as other assets and are included in prepaid expenses and other in the



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Consolidated Balance Sheets. Fees and costs associated with the Companys Term A and Term B notes are recorded as a debt discount. These debt issuance
costs are amortized to interest expense over the terms of the respective agreements. As of December 31, 2006 and 2005, debt issuance costs were $1,507,000 and $391,000, respectively. The Company recorded amortization expense of $1,598,000,
$446,000 and $528,000 related to debt issuance costs for the years ended December 31, 2006, 2005, and 2004, respectively. Amortization expense in 2006 includes $368,000 of debt issuance costs written off upon the Company entering into the Third
Amended and Restated Credit Agreement dated December 29, 2006. The charge represents the portion of debt issuance costs associated with the extinguished portion of the previous credit facility outstanding as of December 29, 2006 that were
not considered to relate to the new borrowing arrangement going forward.

Derivative Instruments and Hedging Activities: The Company
follows the guidance in SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS 133), as amended, for accounting and reporting for derivative instruments and hedging activities. SFAS 133 requires that
all derivatives be recognized in the balance sheet and measured at fair value. Depending on the purpose of the derivatives and whether they qualify for hedge accounting treatment, gains or losses resulting from changes in the fair value of
derivatives are recognized in earnings or recorded in other comprehensive income (loss) and then recognized in earnings when the hedged item matures or is deemed effective.

The Companys policy is to formally document, at the inception of the derivative instrument, the relationship between the derivative instrument and
the specific assets, liabilities, or future commitment being hedged, as well as its risk management objectives and strategies for undertaking the hedging transaction. The Company does not enter into derivatives for trading or speculative purposes.

During the three years ended December 31, 2006, the Companys only hedging activity has been the execution of cash flow hedges
through the use of various interest rate swap agreements, effectively converting the variable interest rates to fixed interest rates on a portion of its outstanding debt. As of December 31, 2005, the Company had recorded an asset of $2,696,000
related to the fair value of its interest rate swaps in prepaid expenses and other, with an offsetting credit in accumulated other comprehensive income. In late October 2006, the Company liquidated its interest rate swap agreements for cash proceeds
of $2,051,000. The liquidation resulted in an unrealized gain which is included in accumulated other comprehensive income. The unrealized gain is being amortized to earnings as a reduction of interest expense over the original contract term of the
interest rate swap agreements, which were set to expire at various dates through June 2009. As of December 31, 2006, accumulated other comprehensive income included $1,608,000 of unrealized gain related to the terminated interest rate swap
agreements.

Income Taxes: The Company accounts for income taxes using the asset and liability method. The asset and liability
method requires the recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between the tax basis and financial reporting basis of the Companys assets and
liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely



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than not that some or a portion of the deferred tax assets will not be realized. The Company provides a valuation allowance for deferred income tax assets
when it is more likely than not that a portion of such deferred income tax assets will not be realized.

Property and Equipment:Property and equipment are stated at cost. Depreciation and amortization of property and equipment are recognized on the straight-line method at rates adequate to amortize costs over the estimated useful lives of the applicable assets. The
estimated useful lives of assets range from three to forty years. Depreciation and amortization expense was $2,427,000, $2,875,000 and $2,155,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

Property and equipment includes assets subject to capital leases with a cost of $281,000 and related accumulated amortization of $23,000 as of
December 31, 2006. Property and equipment under capital lease primarily includes computer equipment and furniture and fixtures. There were no capital lease assets as of December 31, 2005.

Maintenance, repairs and minor renewals are charged to expense as incurred while major renewals and betterments are capitalized and amortized over the
estimated useful lives of the applicable assets. The cost and accumulated depreciation for assets sold or retired is removed, and any resulting gain or loss is reflected in operations.

The Company assesses the impairment of property and equipment whenever events or changes in circumstances indicate the carrying amount of the asset may
not be recoverable from its future undiscounted cash flows. If it is determined that an impairment has occurred, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its estimated fair value. The Company
did not record any impairment losses for the years ended December 31, 2006 or 2005. The Company recognized an impairment loss related to property and equipment of $186,000 for the year ended December 31, 2004.

Warranty Costs:The Company provides a two-year warranty covering the roof, windows, doors and all mechanical elements of its homes, including the
heating, plumbing and electrical systems. The Company also offers a 30-year warranty covering all major structural components in its Celebration and Celebration Classic Series, Independence Collection and Tradition Series homes and a 10-year
structural warranty on its Metropolitan Series and Grand Reserve Series homes. The Company initially provides an estimated amount of warranty cost for each home at the date of closing based on historical warranty experience. The Company periodically
evaluates the adequacy of the reserve based on its experience. Factors that affect the Companys warranty liability include the number of homes closed, historical warranty claims and cost per claim.



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A reconciliation of the changes in the warranty liability for the years ended December 31 is as
follows:



|                                                        |  |      |            |   |      |   |            |      |  |   |            |  
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                        |  | 2006 |            |   | 2005 |   |            | 2004 | 
|Balance at the beginning of the period                  |  | $    | 2,010,000  |   |      | $ | 3,175,000  |      |  | $ | 3,990,000  |  
|Warranty expense                                        |  |      | 1,236,000  |   |      |   | 789,000    |      |  |   | 1,179,000  |  
|Settlements made (in cash or in kind) during the period |  |      | (1,419,000 | ) |      |   | (1,954,000 | )    |  |   | (1,994,000 | )
|                                                        |  |      |            |   |      |   |            |      |  |   |            |  
|Balance at the end of the period                        |  | $    | 1,827,000  |   |      | $ | 2,010,000  |      |  | $ | 3,175,000  |  
|                                                        |  |      |            |   |      |   |            |      |  |   |            |  

Fair Value of Financial Instruments:The carrying amount of cash and cash equivalents,
accounts receivable and accounts payable are reasonable estimates of fair value due to the short period of time to maturity or settlement. The fair value of the Companys debt approximates the carrying value due to the interest terms being
primarily variable. The portion of the Companys debt at a fixed rate was priced on December 29, 2006, accordingly the carrying value approximates fair value as of December 31, 2006.

Revenue Recognition: The Company recognizes revenues from the sale of homes, including fees earned for title services, at the time it conveys
title to the home buyer. Accounts receivable due from financial institutions for residential closings represent payments to be received on completed closings.

Advertising Costs: The Company expenses advertising costs when incurred. Advertising expense was $4,256,000, $6,259,000 and $6,360,000 for the years ended December 31, 2006, 2005 and 2004, respectively.

Earnings (Loss) per Share: Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number
of common shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that it reflects the potential dilution that could occur if common share equivalents were
exercised or converted into common shares. Common share equivalents include stock options, restricted shares and warrants. Restricted common shares are included in common share equivalents when performance contingencies, if any, are achieved.

A reconciliation of the weighted average common shares used in basic and diluted earnings (loss) per share computations is as follows:



|                                  |  |           |  |           |  |          
|--------------------------------- |  | --------- |  | --------- |  | ---------
|                                  |  | 2006      |  | 2005      |  | 2004     
|Weighted average shares  basic   |  | 8,120,205 |  | 8,065,586 |  | 7,993,369
|Common share equivalents          |  |          |  | 136,108   |  | 194,935  
|                                  |  |           |  |           |  |          
|Weighted average shares  diluted |  | 8,120,205 |  | 8,201,694 |  | 8,188,304
|                                  |  |           |  |           |  |          

For 2006, because of our reported net loss, potentially dilutive common share equivalents were
excluded from the per share computations due to their antidilutive effect.

As of December 31, 2005 and 2004, there were 183,000 and
15,000 stock options, which were antidilutive and excluded from the computations of diluted earnings per share, as their exercise prices were higher than the Companys average share price during the reporting period.



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As of December 31, 2005 and 2004, there were 60,000 restricted shares excluded from the computations
of diluted earnings per share because the performance contingencies related to those shares had not been achieved.

Share-Based
Compensation:Prior to January 1, 2006, the Company accounted for its stock option and restricted share awards under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. As a result, no compensation cost was previously recognized for stock option awards granted to employees because all stock option awards granted have exercise prices equal to the market value of
the underlying common shares of the Company on the grant date. Compensation cost related to restricted share awards was determined at the date of grant and adjusted for changes in the fair value of the restricted shares until the performance
criteria, if applicable, was met. The fair value of the restricted share awards was recorded as unearned compensation expense, a reduction of shareholders equity, and amortized on a straight-line basis over the vesting period.

As of January 1, 2006, the Company adopted FAS No. 123R, Share-Based Payment (FAS 123R), which revises FAS No. 123,
Accounting for Stock-Based Compensation. FAS 123R applies to all new awards granted, all awards modified, repurchased, or cancelled after the required effective date, and to the unvested portion of previously granted awards outstanding as of
the required effective date. FAS 123R requires all share-based payments, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. The Company has elected to apply the modified
prospective approach for existing share-based payment awards outstanding at the date of adoption. The method requires the Company to value stock options and non-vested share awards granted prior to the adoption of FAS 123R under the fair value
method and recognized expense for the unvested portion of awards over the remaining vesting period.

The following table illustrates the
pro-forma effects on net income and earnings per share as if the Company had accounted for share-based compensation expense using the fair value method, as required by FAS 123R, for the years ended December 31:



|                                                                                                                      |  |      |           |   |      |   |           
|--------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ----------
|                                                                                                                      |  | 2005 |           |   | 2004
|Net income, as reported                                                                                               |  | $    | 5,326,000 |   |      | $ | 20,202,000
|Add: stock based compensation expense (benefit) included in reported net income, net of related tax effects           |  |      | (50,000   | ) |      |   | 429,000   
|Deduct: stock based compensation expense (benefit) determined using the fair value method, net of related tax effects |  |      | 932,000   |   |      |   | 874,000   
|                                                                                                                      |  |      |           |   |      |   |           
|Pro forma net income                                                                                                  |  | $    | 4,344,000 |   |      | $ | 19,757,000
|                                                                                                                      |  |      |           |   |      |   |           
|Earnings per share:                                                                                                   |  |      |           |   |      |   |           
|Basic as reported                                                                                                     |  | $    | 0.66      |   |      | $ | 2.53      
|Basic pro forma                                                                                                       |  | $    | 0.54      |   |      | $ | 2.47      
|Diluted as reported                                                                                                   |  | $    | 0.65      |   |      | $ | 2.47      
|Diluted pro forma                                                                                                     |  | $    | 0.53      |   |      | $ | 2.41      



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The Company generally grants share-based compensation awards using authorized but previously unissued
common shares.

The Company uses the Black-Scholes model to value its new stock option award grants under FAS 123R. Non-vested share awards
granted to employees are valued based on the market price of the Companys common shares on the date of grant. The Company estimates forfeitures in calculating the compensation expense related to all share-based payment awards. Compensation
cost arising from stock option and non-vested share awards granted to employees is recognized as expense using the straight-line method over the vesting period. In addition, FAS 123R requires the Company to report the benefits of tax deductions in
excess of recognized compensation cost as both a financing cash inflow and an operating cash outflow. There were no such benefits recorded during 2006.

As indicated, the fair value of new stock option awards is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted in the following table. Expected volatilities are
based on historical volatility of the Companys shares. The Company uses historical data to estimate stock option exercise dates and the period of time that stock options are expected to be outstanding. The risk-free rates for periods within
the contractual life of the stock option are based on the U.S. treasury yield curve at the time of stock option grant.



|                         |  |      |   |  |      |   |  |      |  
|------------------------ |  | ---- | - |  | ---- | - |  | ---- | -
|                         |  | 2006 |   |  | 2005 |   |  | 2004 |  
|Expected volatility      |  | 59   | % |  | 168  | % |  | 70   | %
|Expected dividends       |  | 0    | % |  | 0    | % |  | 0    | %
|Expected term (in years) |  | 8    |   |  | 8    |   |  | 5    |  
|Risk-free rate           |  | 5.02 | % |  | 4.20 | % |  | 3.50 | %

Recently Issued Accounting Pronouncements: In May 2005, the FASB issued FAS No. 154,
Accounting for Changes and Error Corrections  A Replacement of APB Opinion No. 20 and FASB Statement No. 3(FAS 154). FAS 154 changes the requirements for the accounting for and reporting of a change in accounting
principle. FAS 154 requires retrospective application to prior period financial statements of changes in accounting principles, unless it is impractical to determine either the period-specific effects or the cumulative effect of a change. FAS 154
became effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of FAS 154 did not have an impact on the Companys consolidated financial position or results of
operations.

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements (FAS 157), which provides
guidance for using fair value to measure assets and liabilities, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. FAS 157 is
effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of adopting FAS 157 on its consolidated financial position and results of operations.

In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment
of FASB Statement No. 115 (FAS 159). FAS 159 permits all entities to choose to measure and report many financial instruments



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and certain other items at fair value at specified election dates. If such an election is made, any unrealized gains and losses on items for which the fair
value option has been elected are required to be reported in earnings at each subsequent reporting date. In addition, FAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose
different measurement attributes for similar types of assets and liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently considering the potential impact of adopting FAS 159 on its
consolidated financial position and results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109(FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken on a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties and disclosure relating to uncertain tax positions. FIN 48 became effective for the Company on
January 1, 2007. The adoption of FIN 48 is not expected to have an impact on the Companys consolidated financial position or results of operations.

In September 2006, the Securities and Exchange Commission published Staff Accounting Bulletin No. 108 (Topic 1N), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements(SAB 108). SAB 108 provides guidance as to how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in the current financial statements. SAB 108 requires
the Company to quantify misstatements using both a balance sheet and income statement approach, with adjustment required if either method results in a material error. The provisions of SAB 108 were required to be applied December 31, 2006. The
application of these provisions did not have an impact on the Companys consolidating financial position or results of operations.



|2. | Land Purchase Commitments:
|-- | --------------------------

As of December 31,
2006 and 2005, the Company had non-cancelable contractual obligations to purchase residential lots and unimproved land at an aggregate cost of $0 and $6,152,000, respectively.

Cancelable contractual obligations consist of options under which the Company has the right, but not the obligation, to purchase land or developed lots
and contingent purchase contracts under which the Companys obligation to purchase land is subject to the satisfaction of zoning, utility, environmental, title or other contingencies. As of December 31, 2006, the Company had $2,051,000 of
cancelable contractual obligations for which the Company determined that it was reasonably likely that it will complete the land or lot purchase. The Company had not made any good faith deposits, or incurred any related pre-acquisition or due
diligence costs related to these cancelable contractual obligations as of December 31, 2006. However, $663,000 of performance bonds and irrevocable letters of credit were outstanding as collateral for these cancelable contractual obligations as
of December 31, 2006.



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Cancelable contractual obligations for which the Company has determined that it is reasonably likely that
it will complete the land or lot purchase are expected to be completed in the following years:



|                    |  |                      |          
|------------------- |  | -------------------- | ---------
|Year                |  | Cancelable Contracts
|2007                |  | $                    | 1,025,000
|2008                |  |                      | 400,000  
|2009                |  |                      | 392,000  
|2010                |  |                      | 234,000  
|2011 and thereafter |  |                      |         
|                    |  |                      |          
|Total               |  | $                    | 2,051,000
|                    |  |                      |          

As of December 31, 2006, the Company was in the process of evaluating $7,373,000 of
additional cancelable contractual obligations for which it had not yet determined whether it is reasonably likely that it will complete the land or lot purchase. Good faith deposits on these contracts were $860,000 and are recorded in land and land
development costs in the Consolidated Balance Sheet as of December 31, 2006. In addition, $307,000 of related pre-acquisition and due diligence costs is recorded in land and land development costs related to these cancelable contractual
obligations.

In addition, as a result of the application of FASB Interpretation No. 46R, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51 (FIN 46R), the Company consolidated $0 and $6,314,000 of land subject to option contracts for which the Company was the primary beneficiary as of December 31, 2006 and 2005,
respectively. Good faith deposits and related due diligence costs on these cancelable contraction obligations were $0 and $946,000 as of December 31, 2006 and 2005, respectively.



|3. | Joint Ventures:
|-- | ---------------

Land Development Joint
Ventures

The Company has equity interests, ranging from 33% to 50%, in joint venture partnerships and limited liability companies that
are engaged in land development activities. The participants in the joint venture fund the development costs and acquire substantially all of the developed lots of the joint venture in proportion to their equity interests. The Company evaluates the
recoverability of its investment in joint ventures using the same criteria as for other real estate inventories. The evaluation at December 31, 2006 did not indicate any impairment in these real estate investments.

The Company accounts for these investments in land development joint ventures using the equity method. The Companys investment in land development
joint ventures, which is included in land and land development costs, was $9,054,000 and $12,459,000 as of December 31, 2006 and 2005, respectively.



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Summary financial information representing 100% of land development joint venture assets, liabilities and
equity as of December 31 are set forth below:



|                                       |  |      |            |      |   |           
|-------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                       |  | 2006 |            | 2005
|Land and land under development        |  | $    | 18,550,000 |      | $ | 24,105,000
|Other assets                           |  |      | 1,011,000  |      |   | 1,830,000 
|                                       |  |      |            |      |   |           
|Total assets                           |  | $    | 19,561,000 |      | $ | 25,935,000
|                                       |  |      |            |      |   |           
|                                       |  |     
|Liabilities                            |  | $    | 874,000    |      | $ | 576,000   
|Partners equity                       |  |      | 18,687,000 |      |   | 25,359,000
|                                       |  |      |            |      |   |           
|Total liabilities and partners equity |  | $    | 19,561,000 |      | $ | 25,935,000
|                                       |  |      |            |      |   |           

The revenues, expenses and net income or loss from land development joint ventures are recorded in
cost of real estate sold and were not material to the Companys results of operations in 2006, 2005 or 2004.

Centennial Home
Mortgage, LLC

On March 31, 2006, the Company, the Companys mortgage financing services subsidiary (Dominion Homes Financial
Services, or DHFS), Wells Fargo Bank, N.A. and its wholly owned subsidiary Wells Fargo Ventures, LLC (collectively, Wells Fargo) formed a new joint venture, Centennial Home Mortgage, LLC (Centennial). DHFS
contributed $75,000 in cash and various assets to establish Centennial. Then, pursuant to the Assignment of Interest Agreement between the parties, Wells Fargo paid DHFS $1,838,000 for a 50.1% interest in the joint venture and DHFS retained
ownership of the remaining 49.9% of Centennial. The sale of the investment in Centennial generated a deferred gain of $1,800,000 that is included in accrued liabilities in the Consolidated Balance Sheet. The deferred gain will only be recognized in
earnings in the event the Company discontinues its relationship with Centennial or otherwise satisfies applicable accounting requirements for the recognition of the gain. Centennial operates as a full-service mortgage bank to the Companys
customers and the general public and is an operating subsidiary of Wells Fargo Bank, N.A.

The Company accounts for its investment in
Centennial using the equity method. As a result, the Company records its proportionate share of Centennials net income in its Statement of Operations as a reduction to cost of real estate sold. The Companys investment in Centennial is
included in prepaid expenses and other in the Consolidated Balance Sheet. A summary of the changes in the Companys investment in Centennial for the year ended December 31 is as follows:



|                                              |  |      |          |  
|--------------------------------------------- |  | ---- | -------- | -
|                                              |  | 2006 |         
|Investment in Centennial, beginning of period |  | $    |         |  
|Capital contributions                         |  |      | 37,000   |  
|Equity method earnings                        |  |      | 347,000  |  
|Distributions received                        |  |      | (196,000 | )
|                                              |  |      |          |  
|Investment in Centennial, end of period       |  | $    | 188,000  |  
|                                              |  |      |          |  

The Companys share of Centennials undistributed earnings was $151,000 as of
December 31, 2006.



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|4. | Revolving Line of Credit and Term Notes:
|-- | ----------------------------------------

On
December 29, 2006, the Company and all of the participating lenders, the Huntington National Bank as Administrative Agent, and Silver Point Finance, LLC, as Senior Administrative Agent entered into the Third Amended and Restated Credit
Agreement (the Credit Facility) for the amendment of the Companys existing credit facility. Subsequently, on January 26, 2007 and March 2, 2007, the Company and its lenders agreed to amend certain provisions and covenants of the
Credit Facility. The amended Credit Facility terminates on December 29, 2010. The Credit Facility includes: (i) a $35 million senior secured revolving line of credit (the Revolving Line of Credit); (ii) a $110 million
senior secured Term A loan facility (Term A Notes); and (iii) a $90 million senior secured second lien Term B loan facility (Term B Notes) with detachable warrants exercisable for 1,538,235 common shares of the Company
(the Warrants).

If an Event of Default (as defined in the Credit Facility) occurs under the Credit Facility, the Security
Agreement, or certain other related agreements specified in the Credit Facility, the Senior Administrative Agent, at the request of or with the consent of the required lenders, may, among other actions, (i) impose the default rate specified in
the Credit Facility; (ii) terminate the Companys ability to make new borrowings under the Revolving Line of Credit; (iii) accelerate the repayment of all existing borrowings under the Credit Facility, and (iv) foreclose on the
lenders liens on substantially all of the Companys assets.

Borrowings outstanding under the Credit Facility consisted of the
following as of December 31:



|                                           |  |      |             |   |      |   |            
|------------------------------------------ |  | ---- | ----------- | - | ---- | - | -----------
|                                           |  | 2006 |             |   | 2005
|Revolving Line of Credit                   |  | $    | 16,800,000  |   |      | $ |           
|                                           |  |     
|Term A Notes                               |  |      | 110,000,000 |   |      |   |           
|Debt discount on Term A Notes              |  |      | (4,615,000  | ) |      |   |           
|Term B Notes                               |  |      | 90,000,000  |   |      |   |           
|Debt discount on Term B Notes              |  |      | (3,776,000  | ) |      |   |           
|Warrant discount on Term B Notes           |  |      | (6,830,000  | ) |      |   |           
|                                           |  |      |             |   |      |   |            
|Term Notes                                 |  |      | 184,779,000 |   |      |   |           
|                                           |  |     
|Senior unsecured revolving credit facility |  |      |            |   |      |   | 205,240,000
|                                           |  |      |             |   |      |   |            
|                                           |  |     
|Total Credit Facility borrowings           |  | $    | 201,579,000 |   |      | $ | 205,240,000
|                                           |  |      |             |   |      |   |            



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Revolving Line of Credit and Term A Notes

Under the Credit Facility, the Revolving Line of Credit has a $10 million sub-limit for letters of credit, which are fully cash collateralized by drawings
under the Revolving Line of Credit. Interest on the Revolving Line of Credit and the Term A Notes is calculated based on either LIBOR plus 4.25% or the prime rate plus 3.25%, at the Companys option. The Term A Notes are subject to quarterly
amortization, with payments beginning in the third quarter of 2007. The Revolving Line of Credit and the Term A Notes are cross-defaulted with each other and with the Term B Notes. The Company may redeem the Term A Notes at its option, subject to
prepayment premiums as set forth in the Credit Facility. The Company is subject to an unused line fee on the Revolving Line of Credit equal to 0.50% of the unused line. Pursuant to the terms of the Credit Facility, 75% percent of the net proceeds
from certain land sales in excess of $2 million per year must be used to redeem the Term A Notes. In the event of a change in control of the Company, the Company is required to redeem the Term A Notes at 102% of face value, including any accrued but
unpaid interest.

The Revolving Line of Credit and the Term A Notes are secured by liens granted by the Company (and certain of its
subsidiaries) on all of its tangible and intangible personal property and substantially all of its real estate, including subsequently-acquired property, as set forth in the Amended and Restated Security Agreement dated as of December 29, 2006
among the Company, the subsidiary grantors named therein, Silver Point Finance, LLC, as Senior Administrative Agent, and The Huntington National Bank, as Administrative Agent (the Security Agreement.) . The Term A Notes and the Revolving
Line of Credit have the same level of seniority, and rank senior to the Term B Notes.

The Revolving Line of Credit and Term A Notes
contain the following additional provisions:



| |  |  | with certain exceptions, the Company may not dispose of assets outside the ordinary course of business;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | with certain exceptions, the Company may not become liable for contingent liabilities;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | with certain exceptions, the Company may not incur additional indebtedness or grant additional liens;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | annual operating lease rentals may not exceed $5 million;
| | - |  | ---------------------------------------------------------



| |  |  | with certain exceptions, the Company may not acquire any of its own shares;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the Company may not declare or pay any cash dividends;
| | - |  | ------------------------------------------------------



| |  |  | except under certain circumstances, the Company may not change its chief executive officer or chief operating officer;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | the Company is restricted from making certain investments, loans or advances, including more than an aggregate of $100,000 in joint ventures and other investments,
$250,000 in mortgage companies, $2 million to purchasers of land owned by the Company and $2.5 million in its insurance subsidiaries;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the Company is subject to a minimum consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) covenant, calculated quarterly on a
trailing 12-month basis;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Company is subject to a minimum free cash flow covenant calculated quarterly on a trailing 12-month basis;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | the Company is subject to a maximum leverage ratio covenant;
| | - |  | ------------------------------------------------------------



| |  |  | the Company is subject to a minimum gross profit covenant calculated quarterly on a trailing 12-month basis;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the Company may not exceed the specified maximum amounts of land purchases calculated quarterly on a trailing 12-month basis; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Company must maintain a specified minimum net worth.
| | - |  | --------------------------------------------------------

The Company incurred $4,615,000 of fees and costs in connection with the establishment of the Term A Notes. These costs are recognized as debt discount and are being amortized to interest expense using the effective
interest method.

Principal payments on the Term A Notes in years subsequent to December 31, 2006 are as follows:



|      |  |         |            
|----- |  | ------- | -----------
|Year  |  | Payment
|2007  |  | $       | 10,000,000 
|2008  |  |         | 20,000,000 
|2009  |  |         | 40,000,000 
|2010  |  |         | 40,000,000 
|      |  |         |            
|Total |  | $       | 110,000,000
|      |  |         |            

Term B Notes

Under the Credit Facility, the Term B Notes accrue interest at a rate of 15% per year, with interest accrued and added to the outstanding principal balance. Quarterly, the Company has the option to pay the
interest in cash rather than have it added to the principal balance if a revolving loan availability test and other compliance matters are satisfied. The Company may redeem the Term B Notes subject to prepayment premiums set forth in the Credit
Facility, beginning June 29, 2008, or at a make-whole amount provided in the Credit Facility prior thereto. The Term B Notes may not be redeemed prior to full redemption of the Term A Notes. In the event of a change in control of the Company,
the Company is required to redeem the Term B Notes at the applicable prepayment premium or the make-whole premium provided in the Credit Facility, whichever is applicable. Holders of the Term B Notes are entitled to designate two members, reasonably
acceptable to the Company, for election to the Companys Board of Directors, so long as the original holders of the Term B Notes continue to hold at least 51% of the outstanding principal amount of the Term B Notes. Pursuant to the terms of a
Voting Agreement dated December 29, 2006, between the holders of the Term B Notes, Purchasers of the Warrants, and BRC Properties, Inc. (BRC), BRC will vote all of the shares of the Company that it beneficially owns in favor of the
designated Board members.



65



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The Term B Notes are secured by second liens granted by the Company (and certain of its subsidiaries) on
all of its tangible and intangible personal property and substantially all of its real estate, including subsequently-acquired property, as set forth in the Security Agreement. The Term B Notes rank junior to the Revolving Line of Credit and the
Term A Notes. The Term B Notes include comparable, but less restrictive, financial covenants.

The Company incurred $3,776,000 of fees and
costs in connection with the establishment of the Term B Notes. These costs are recognized as debt discount and are being amortized to interest expense using the effective interest method.

Warrants

Pursuant to a Warrant
Purchase Agreement dated as of December 29, 2006, the holders of the Term B Notes received detachable warrants in the aggregate amount of 1,538,235 common shares of the Company. The warrants would constitute approximately 18.3% of the
Companys common shares outstanding as of December 31, 2006 (approximately 18.1% of the Companys common shares outstanding on a fully diluted basis assuming that all outstanding options were exercised and all restricted shares were
vested). The warrants are exercisable at $.01 per share, and expire 10 years from the grant date. The warrants contain anti-dilution protection, and provide that if the Company issues more than 300,000 shares under its 2003 Stock Option and Equity
Incentive Plan during the next 10 years, the warrant holders will receive additional warrants equal to 17.5% of the shares issued in excess of 300,000.

The agreement also provides that if the original Term B Lenders no longer have the right to designate members for election to the Companys Board of Directors, the warrant purchasers (i) shall be permitted
to designate two members for election to the Board as long as the purchasers hold more than 1,000,000 warrants or warrant shares, and (ii) shall be permitted to designate one member for election to the Board as long as the purchasers hold more
than 500,000 warrants or warrant shares.

As of the date of issuance, the fair value of the warrants is reflected as permanent equity and
included in common shares and as debt discount, a component of term notes, on the Consolidated Balance Sheets. The fair value of the warrants was determined using the Noreen-Wolfson valuation model based on the assumptions noted in the following
table. Expected volatility is based on historical volatility of the Companys shares. The risk-free rate for the period the warrants are expected to be outstanding is based on the U.S. treasury yield curve at the time the warrants were issued.



|                         |  |      |  
|------------------------ |  | ---- | -
|Expected volatility      |  | 49   | %
|Expected dividends       |  | 0    | %
|Expected term (in years) |  | 5    |  
|Risk-free rate           |  | 4.58 | %

The Noreen-Wolfson valuation model yielded a per share value of $4.44 for the each warrant. The
resulting fair value of $6,830,000 assigned to the warrants as permanent equity is included in common shares on the Consolidated Balance Sheet and the corresponding amount assigned to the warrants as debt discount on the Term B Notes is being
amortized to interest expense using the effective interest method.



66



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Senior Unsecured Revolving Credit Facility

The Company executed various other amendments to its credit facility during 2006 prior to the December 29, 2006 amendment. On March 30, 2006,
the Company and the participant banks in the credit facility amended the facility to, among other things, decrease the amount of the facility, change the borrowing base limitations, revise various financial covenants, impose additional business
restrictions and secure borrowings under the facility by liens on substantially all of the Companys assets, including real estate. On August 10, 2006, the Company and the participating banks amended the definition of borrowing base to
increase the Companys potential borrowing base by $10 million from August 11, 2006 through September 30, 2006. On September 29, 2006 and October 31, 2006, the Company and its lenders executed amendments to the facility that
waived compliance with the minimum interest coverage ratio covenant at June 30, 2006 and September 30, 2006, and increased the Companys potential borrowing base by $15,000,000 from October 1, 2006 through December 31, 2006.
That amendment also increased the borrowing rate to prime rate plus 1%, and required that certain cash proceeds reduce the revolving credit commitment.

Prior to the September 29, 2006 amendment, the facility included a variable rate of LIBOR rate plus a margin based on the Companys interest coverage ratio, which ranged from 1.75% to 4.0%, and was
determined quarterly. The margin was 2.50% for the first and second quarters of 2006 and 3.0% for the third quarter of 2006. The September 29, 2006 amendment eliminated all LIBOR rate based borrowings subsequent to November 6, 2006 and
approved the termination of our existing interest rate swap contracts. All borrowings during the fourth quarter, with the exception of a $110.0 million LIBOR advance repaid November 6, 2006, were at an interest rate of Prime plus 1.0%. On
October 23, 2006 the Company closed the outstanding positions on the $110.0 million of interest rate contracts. An unrealized gain on the settlement of these contracts of $2,051,000 has been deferred and will be recognized as a reduction in
interest expense over the original contract term of the interest rate swap agreements, which were set to expire at various dates through June 30, 2009.



67



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|5. | Seller Financed Debt and Capital Lease Liability:
|-- | -------------------------------------------------

Seller financed debt and capital lease liability consisted of the following as of December 31:



|                                                                                                                                                                                       |  |      |           |      |   |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|                                                                                                                                                                                       |  | 2006 |           | 2005
|Mortgage note due in February 2010 at an interest rate of 7.50%. Letters of credit totaling approximately $4,615,000 as of December 31,
2006 and 2005 have been pledged as collateral. |  | $    | 3,620,000 |      | $ | 3,620,000
|                                                                                                                                                                                       |  |     
|Mortgage note due in August 2012 at an interest rate of 5.0%. Land with a book value of approximately $6,641,000 as of December 31, 2006
and 2005 have been pledged as collateral.     |  |      | 4,868,000 |      |   | 5,680,000
|                                                                                                                                                                                       |  |     
|Capital lease obligations due in installments through November 2007                                                                                                                    |  |      | 258,000   |      |   |         
|                                                                                                                                                                                       |  |      |           |      |   |          
|Total term debt                                                                                                                                                                        |  | $    | 8,746,000 |      | $ | 9,300,000
|                                                                                                                                                                                       |  |      |           |      |   |          

Seller financed debt and capital lease liability mature in years subsequent to December 31,
2006 are as follows:



|           |  |         |          
|---------- |  | ------- | ---------
|Year       |  | Payment
|2007       |  | $       | 1,069,000
|2008       |  |         | 811,000  
|2009       |  |         | 811,000  
|2010       |  |         | 4,431,000
|2011       |  |         | 812,000  
|Thereafter |  |         | 812,000  
|           |  |         |          
|Total      |  | $       | 8,746,000
|           |  |         |          



|6. | Operating Lease Commitments:
|-- | ----------------------------

Rent expense charged
to operations is primarily for office facilities, vehicles, model homes, model furniture, computer equipment and office equipment, including month-to-month leases and non-cancelable commitments. Rent expense was $3,591,000, $4,506,000 and $4,297,000
for the years ended December 31, 2006, 2005 and 2004, respectively. See Note 8 Related Party Transactions to the Consolidated Financial Statements for additional information related to office facility leases.



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Minimum rental commitments due under non-cancelable operating leases are as follows:



|           |  |                |          
|---------- |  | -------------- | ---------
|Year       |  | MinimumRentals
|2007       |  | $              | 2,106,000
|2008       |  |                | 1,540,000
|2009       |  |                | 1,200,000
|2010       |  |                | 469,000  
|2011       |  |                | 418,000  
|Thereafter |  |                | 2,860,000
|           |  |                |          
|Total      |  | $              | 8,593,000
|           |  |                |          



|7. | Income Taxes (Benefit):
|-- | -----------------------

The provision (benefit)
for income taxes consists of the following for the years ended December 31:



|                                     |  |      |             |   |      |   |           |  |   |           
|------------------------------------ |  | ---- | ----------- | - | ---- | - | --------- |  | - | ----------
|                                     |  | 2006 |             |   | 2005 |   | 2004     
|Current:                             |  |      |             |   |      |   |           |  |   |           
|Federal                              |  | $    | (11,286,000 | ) |      | $ | 1,059,000 |  | $ | 9,284,000 
|State and local                      |  |      | (834,000    | ) |      |   | 513,000   |  |   | 2,054,000 
|                                     |  |      |             |   |      |   |           |  |   |           
|                                     |  |      | (12,120,000 | ) |      |   | 1,572,000 |  |   | 11,338,000
|Deferred:                            |  |      |             |   |      |   |           |  |   |           
|Federal                              |  |      | (4,211,000  | ) |      |   | 367,000   |  |   | 1,371,000 
|State                                |  |      | (484,000    | ) |      |   | 208,000   |  |   | 560,000   
|                                     |  |      |             |   |      |   |           |  |   |           
|                                     |  |      | (4,695,000  | ) |      |   | 575,000   |  |   | 1,931,000 
|Valuation allowance                  |  |      | 7,520,000   |   |      |   |          |  |   |          
|                                     |  |      |             |   |      |   |           |  |   |           
|Provision (benefit) for income taxes |  | $    | (9,295,000  | ) |      | $ | 2,147,000 |  | $ | 13,269,000
|                                     |  |      |             |   |      |   |           |  |   |           

Deferred income taxes reflect the tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. The components of the net deferred tax asset as of December 31 are as follows:



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|                                                                        |  |      |            |   |      |   |            |  
|----------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                        |  | 2006 |            |   | 2005 |  
|Assets:                                                                 |  |      |            |   |      |   |            |  
|Accrued expenses                                                        |  | $    | 983,000    |   |      | $ | 1,110,000  |  
|Deferred gain                                                           |  |      | 712,000    |   |      |   | 102,000    |  
|Property and equipment                                                  |  |      | 192,000    |   |      |   |           |  
|Valuation reserves                                                      |  |      | 4,780,000  |   |      |   | 1,491,000  |  
|Charitable contributions carryforward                                   |  |      | 371,000    |   |      |   |           |  
|State net operating loss carryforward                                   |  |      | 276,000    |   |      |   |           |  
|AMT credit carryforward                                                 |  |      | 206,000    |   |      |   |           |  
|                                                                        |  |      |            |   |      |   |            |  
|Gross deferred tax assets                                               |  |      | 7,520,000  |   |      |   | 2,703,000  |  
|Less valuation allowance                                                |  |      | (7,520,000 | ) |      |   |           |  
|                                                                        |  |      |            |   |      |   |            |  
|Net deferred tax assets                                                 |  |      |           |   |      |   | 2,703,000  |  
|                                                                        |  |     
|Liabilities:                                                            |  |      |            |   |      |   |            |  
|Property and equipment                                                  |  |      |           |   |      |   | (199,000   | )
|Unrealized hedging gain                                                 |  |      |           |   |      |   | (1,019,000 | )
|                                                                        |  |      |            |   |      |   |            |  
|Gross deferred tax liabilities                                          |  |      |           |   |      |   | (1,218,000 | )
|                                                                        |  |      |            |   |      |   |            |  
|Net deferred income taxes as recorded on the consolidated balance sheet |  | $    |           |   |      | $ | 1,485,000  |  
|                                                                        |  |      |            |   |      |   |            |  

As of December 31, 2006, the Company has recorded valuation allowances for certain tax
attributes and other deferred tax assets. At this time, sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable income or carry back opportunities. If in the future the Company believes that
it is more likely than not that these deferred tax benefits will be realized, the valuation allowances will be reversed. As of December 31, 2006, the Company had state net operating loss carryforwards of $4,603,000 expiring in 2026.

A reconciliation of the statutory federal income tax rate and the Companys effective tax rate is summarized below for the years ended
December 31:



|                                                  |  |       |    |  |      |    |  |      |   
|------------------------------------------------- |  | ----- | -- |  | ---- | -- |  | ---- | --
|                                                  |  | 2006  |    |  | 2005 |    |  | 2004 |   
|Statutory income tax rate                         |  | (34.0 | %) |  | 34.0 | %  |  | 35.0 | % 
|Permanent differences                             |  | (0.7  | %) |  | (2.4 | %) |  | 0.7  | % 
|State and local taxes, net of federal benefit     |  | (3.4  | %) |  | 11.0 | %  |  | 5.1  | % 
|Tax examination settlements, net of contingencies |  | (1.0  | %) |  | (7.2 | %) |  |     |   
|Charitable contribution of appreciated property   |  |      |    |  | (3.9 | %) |  |     |   
|Valuation allowance                               |  | 17.4  | %  |  |     |    |  |     |   
|Other                                             |  | 0.2   | %  |  | (2.8 | %) |  | (1.2 | )%
|                                                  |  |       |    |  |      |    |  |      |   
|Effective income tax rate                         |  | (21.5 | %) |  | 28.7 | %  |  | 39.6 | % 
|                                                  |  |       |    |  |      |    |  |      |   



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|8. | Related Party Transactions:
|-- | ---------------------------

Prior to the
Companys initial public offering of common shares in 1994, its homebuilding operations were part of BRC Properties, Inc. (BRC), formerly known as Borror Realty Corporation. BRC owned 3,926,324 common shares of the Company, or
approximately 46.6% of its outstanding common shares at December 31, 2006.

The Company leases two office buildings in Central Ohio
from BRC. The first office lease commenced January 1, 1998 and has a lease term of twelve years and a triple net rental rate of $12.00 per square foot. On December 1, 2005, the rental rate was increased to $12.60 per square foot due to
building improvements that were paid for by BRC. The lease provides two options for the Company to renew for periods of five years each at then-current market rates. The rental rate for the building was established by an MAI appraiser commissioned
by a committee comprised solely of independent members of the Companys Board of Directors and confirmed in a review by a second MAI appraiser. Lease expense was $434,000, $454,000 and $451,000 for the years ended December 31, 2006, 2005
and 2004, respectively.

The second office lease commenced November 1, 2003, has a lease term of fifteen years and a triple net rental
rate per square foot of $12.58 for the first five years, $13.18 for the second five years and $13.83 for the last five years. The lease also provides for two options for the Company to renew for periods of five years each at then-current market
rates. During 2002, the Company purchased land and contracted to build this second corporate office building. On October 31, 2003, the Company sold the corporate office building to BRC for approximately $4.5 million and leased it back. The
sales price approximated the cost of the land and building. The terms of the sale and leaseback were negotiated based on bids from multiple third parties, reviewed by an MAI appraiser and approved by a committee comprised solely of independent
members of the Companys Board of Directors. Lease expense was $419,000 for 2006, 2005 and 2004.

BRC reimbursed the Company $4,800 in
2005 and $9,000 in 2004 for miscellaneous services performed by Company personnel.

During 2006, 2005 and 2004, the Company purchased
$32,000, $15,000 and $152,000, respectively, of merchandise from a vendor, of which a member of the Companys Board of Directors is an executive officer and shareholder.



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|9. | Retirement Plans:
|-- | -----------------

The Company offers a retirement
plan, intended to meet the requirements of Section 401(k) of the Internal Revenue Code, which covers substantially all of its employees. Full-time employees are eligible to become a participant in the retirement plan on the first day of a
calendar quarter following at least 30 days of service. Part-time employees are generally eligible to become a participant in the retirement plan on the first day of a calendar quarter after the 12 month period beginning on the date of hire. The
Company matches 100% of the first 3% and 50% of the next 2% of employee voluntary deferrals of compensation. The Companys 401(k) match expense totaled $824,000, $1,138,000 and $1,258,000 for the years ended December 31, 2006, 2005 and
2004, respectively.

Alliance also offers a retirement plan, intended to meet the requirements of Section 401(k) of the Internal
Revenue Code, which covers substantially all of its employees after one year of service. Alliance matches 100% of the first 6% of employee voluntary deferrals of compensation. At its discretion, Alliance may also contribute as an employer
contribution a percentage of a participants compensation, for all participants employed as of December 31 of each year. Alliance contributed 0%, 2% and 2% of employee compensation in 2006, 2005 and 2004, respectively. Alliances
401(k) expense totaled $17,000, $28,000 and $71,000 for the years ended December 31, 2006, 2005 and 2004, respectively.



|10. | Compensation Plans:
|--- | -------------------

Share-Based Compensation

In March 1994, the Company adopted the Dominion Homes, Inc. Incentive Stock Plan, as amended (the 1994 Plan). The 1994 Plan
reserved 850,000 common shares for issuance. The Company granted incentive stock options, non-qualified stock options, restricted common shares and common shares representing 761,461 issued or issuable common shares during the ten years the 1994
Plan was in existence.

In May 2003, the Company adopted the Dominion Homes, Inc. 2003 Stock Option and Incentive Equity Plan (the
2003 Plan). The 2003 Plan is administered by the Compensation Committee of the Board of Directors, and provides for grants of performance shares, performance units, restricted common shares, incentive stock options, non-qualified stock options
and stock appreciation rights for the purpose of attracting, motivating and retaining employees and eligible directors. The 2003 Plan provides for discretionary grants to employees of the Company and annual non-discretionary non-qualified stock
option grants to purchase 2,500 common shares to each non-employee director. During any single plan year, a plan participant may not be granted stock options and stock appreciation rights affecting more than 50,000 common shares allocated to the
2003 Plan. The 2003 Plan provides that grants shall include certain terms and conditions and be subject to certain restrictions as provided for under applicable provisions of the Internal Revenue Code and federal securities laws.

In May 2004, the Company amended the 2003 Plan to prohibit the Company from repricing stock options without shareholder approval, and to provide that no
more than a deminimus number of awards granted under the Plan will constitute (i) options with an exercise



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price below fair market values, (ii) time-based restricted shares of performance stock that vests in less than three years, or
(iii) performance-based restricted shares that vest in less than one year. In addition, in June 2004 the Company amended the 2003 Plan to reduce the Companys obligation to plan participants with respect to excess parachute payments in the
event of a change in control of the Company.

In May 2006, the Company amended the
2003 Plan to (i) increase the authorized number of common shares available for issuance under the 2003 Plan from 500,000 to 1,250,000 common shares, (ii) allow for the award of whole shares to independent directors of the Company in lieu
of cash fees for service on the Board of Directors and (iii) clarify that the restrictions on exercise price and vesting of awards under the 2003 Plan will not apply to grants of time-based restrictions that vest in equal annual increments of
not more than 331/3%.

Grants of options to purchase common shares have an exercise price that is equal to the fair market value of common shares on the grant date (110% of fair market value for incentive stock options granted to 10%
shareholders) and are subject to vesting periods ranging from three to five years. Regardless of the vesting period, all options must be exercised within ten years of the grant date (five years for incentive stock options granted to 10%
shareholders). Generally, vesting is accelerated in the event of a change in control as defined in the 1994 Plan and the 2003 Plan.

A
summary of the Companys stock options outstanding as of December 31, and changes during the years then ended is presented below:



|                                 |  |         |   |      |                                |       |        |         |   |                                |   |        |  |         |                                |  |   |      
|-------------------------------- |  | ------- | - | ---- | ------------------------------ | ----- | ------ | ------- | - | ------------------------------ | - | ------ |  | ------- | ------------------------------ |  | - | -----
|                                 |  | 2006    |   | 2005 |                                | 2004 
|                                 |  | Shares  |   |      | WeightedAverage Exercise Price |       | Shares |         |   | Weighted AverageExercise Price |   | Shares |  |         | Weighted Average ExercisePrice
|Outstanding at beginning of year |  | 136,333 |   |      | $                              | 21.85 |        | 232,100 |   |                                | $ | 19.26  |  | 229,100 |                                |  | $ | 14.52
|Granted                          |  | 12,500  |   |      | $                              | 10.57 |        | 15,000  |   |                                | $ | 14.48  |  | 88,000  |                                |  | $ | 22.37
|Cancelled or forfeited           |  | (78,333 | ) |      | $                              | 22.89 |        | (66,667 | ) |                                | $ | 22.65  |  | (16,000 | )                              |  | $ | 23.01
|Exercised                        |  | (5,000  | ) |      | $                              | 4.75  |        | (44,100 | ) |                                | $ | 4.50   |  | (69,000 | )                              |  | $ | 6.60 
|                                 |  |         |   |      |                                |       |        |         |   |                                |   |        |  |         |                                |  |   |      
|Outstanding at end of year       |  | 65,500  |   |      | $                              | 19.76 |        | 136,333 |   |                                | $ | 21.85  |  | 232,100 |                                |  | $ | 19.26
|                                 |  |         |   |      |                                |       |        |         |   |                                |   |        |  |         |                                |  |   |      
|Exercisable options              |  | 63,700  |   |      | $                              | 19.76 |        | 92,933  |   |                                | $ | 21.98  |  | 99,098  |                                |  | $ | 14.84
|Unvested options                 |  | 1,800   |   |      | $                              | 20.00 |        | 43,400  |   |                                | $ | 21.57  |  | 133,002 |                                |  | $ | 22.55
|                                 |  |         |   |      |                                |       |        |         |   |                                |   |        |  |         |                                |  |   |      
|Outstanding at end of year       |  | 65,500  |   |      | $                              | 19.76 |        | 136,333 |   |                                | $ | 21.85  |  | 232,100 |                                |  | $ | 19.26
|                                 |  |         |   |      |                                |       |        |         |   |                                |   |        |  |         |                                |  |   |      



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The following table summarizes information about stock options outstanding at December 31, 2006:



|            |  |                          |              |                   |        |                                             |            |                   |       
|----------- |  | ------------------------ | ------------ | ----------------- | ------ | ------------------------------------------- | ---------- | ----------------- | ------
|Year Issued |  | Range of Exercise Prices |              | NumberOutstanding |        | Weighted Average Remaining Contractual Life |            | NumberExercisable
|2002        |  | $                        | 22.05        |                   | 2,500  |                                             | 5.34 Years |                   | 2,500 
|2003        |  | $                        | 17.34-$24.24 |                   | 17,500 |                                             | 6.48 Years |                   | 17,500
|2004        |  | $                        | 20.00-$28.20 |                   | 18,000 |                                             | 7.41 Years |                   | 16,200
|2005        |  | $                        | 14.48        |                   | 15,000 |                                             | 8.37 Years |                   | 15,000
|2006        |  | $                        | 10.57        |                   | 12,500 |                                             | 9.37 Years |                   | 12,500
|            |  |                          |              |                   |        |                                             |            |                   |       
|            |  |                          |              |                   | 65,500 |                                             |            |                   | 63,700
|            |  |                          |              |                   |        |                                             |            |                   |       

As of December 31, 2006, there was $23,000 of unrecognized compensation cost related to 1,800
unvested stock options outstanding. Valuations of the options granted and exercised during 2006, 2005, and 2004 were as follows:



|                                               |  |      |        |      |   |         |  |   |          
|---------------------------------------------- |  | ---- | ------ | ---- | - | ------- |  | - | ---------
|                                               |  | 2006 |        | 2005 |   | 2004   
|Weighted average fair value of options granted |  | $    | 10.57  |      | $ | 14.48   |  | $ | 22.37    
|Intrinsic value of stock options exercised     |  | $    | 26,000 |      | $ | 569,000 |  | $ | 1,190,000

A summary of the weighted average remaining contractual term and intrinsic value of options
outstanding and exercisable as of December 31, 2006 is presented below:



|                                  |  |                                                        |  |                           |  
|--------------------------------- |  | ------------------------------------------------------ |  | ------------------------- | -
|                                  |  | Weighted Average Remaining Contractual Term (in
years) |  | Aggregate Intrinsic Value
|Options outstanding at period end |  | 7.69                                                   |  | $                         | 
|Options exercisable at period end |  | 7.68                                                   |  | $                         | 

A summary of the Companys non-vested restricted share awards outstanding as of
December 31, and changes during the years then ended is presented below:



|                                 |  |          |   |      |                                        |       |        |         |   |                                        |   |        |  |         |                                        |  |   |      
|-------------------------------- |  | -------- | - | ---- | -------------------------------------- | ----- | ------ | ------- | - | -------------------------------------- | - | ------ |  | ------- | -------------------------------------- |  | - | -----
|                                 |  | 2006     |   | 2005 |                                        | 2004 
|                                 |  | Shares   |   |      | Weighted Average Grant Date Fair Value |       | Shares |         |   | Weighted Average Grant Date Fair Value |   | Shares |  |         | Weighted Average Grant Date Fair Value
|Outstanding at beginning of year |  | 152,000  |   |      | $                                      | 21.69 |        | 185,000 |   |                                        | $ | 19.43  |  | 255,000 |                                        |  | $ | 20.06
|Granted                          |  | 280,000  |   |      | $                                      | 10.47 |        | 2,500   |   |                                        | $ | 18.40  |  | 15,000  |                                        |  | $ | 24.21
|Cancelled or forfeited           |  | (117,000 | ) |      | $                                      | 22.40 |        | (30,000 | ) |                                        | $ | 7.50   |  | (70,000 | )                                      |  | $ | 23.65
|Redeemed                         |  | (30,000  | ) |      | $                                      | 10.27 |        | (5,500  | ) |                                        | $ | 21.57  |  | (15,000 | )                                      |  | $ | 15.10
|                                 |  |          |   |      |                                        |       |        |         |   |                                        |   |        |  |         |                                        |  |   |      
|Outstanding at end of year       |  | 285,000  |   |      | $                                      | 11.58 |        | 152,000 |   |                                        | $ | 21.69  |  | 185,000 |                                        |  | $ | 19.43
|                                 |  |          |   |      |                                        |       |        |         |   |                                        |   |        |  |         |                                        |  |   |      



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The following table summarizes information about restricted common shares outstanding at
December 31, 2006:



|            |  |                   |  |               |  |                                                                           
|----------- |  | ----------------- |  | ------------- |  | --------------------------------------------------------------------------
|Year Issued |  | NumberOutstanding |  | VestingPeriod |  | Performance Criteria                                                      
|2002        |  | 50,000            |  | 5 years       |  | Company net worth (as defined) exceeds $175 million                       
|2006        |  | 117,500           |  | 4 years       |  | Company shareholders equity exceeds $220 million atany quarter end period
|2006        |  | 117,500           |  | 4 years       |  | None                                                                      
|            |  |                   |  |               |  |                                                                           
|            |  | 285,000           |  |               |  |                                                                           
|            |  |                   |  |               |  |                                                                           

As of December 31, 2006, there was $1,103,000 of total unrecognized compensation cost related
to non-vested restricted share awards outstanding. That cost is expected to be recognized over a weighted average period of 2.69 years. The total fair value of shares vested during 2006 was $315,000.

A summary of the Companys total share-based compensation expense (benefit) for 2006 is as follows:



|                                                                                                      |  |   |          |  
|----------------------------------------------------------------------------------------------------- |  | - | -------- | -
|Vesting of stock option awards                                                                        |  | $ | 135,000  |  
|Reversal of previously recognized share-based compensation expense related to stock options           |  |   | (38,000  | )
|Vesting of restricted share awards                                                                    |  |   | 762,000  |  
|Forfeiture of restricted share awards                                                                 |  |   | (718,000 | )
|Reversal of previously recognized share-based compensation expense related to restricted share awards |  |   | (99,000  | )
|                                                                                                      |  |   |          |  
|Share-based compensation expense                                                                      |  |   | 42,000   |  
|Income tax expense related to share-based compensation awards                                         |  |   | 34,000   |  
|                                                                                                      |  |   |          |  
|Total share-based compensation expense, net of tax                                                    |  | $ | 8,000    |  
|                                                                                                      |  |   |          |  

During the second quarter of 2006, the Company reversed previously recognized share-based
compensation expense of $616,000 related to 60,000 restricted share awards for which the Company determined the restrictions were not probable of achievement. The 60,000 restricted share awards were forfeited during the fourth quarter of 2006.
During the third quarter of 2006, the Company reversed previously recognized share-based compensation expense of $99,000 related to 117,500 restricted share awards for which the Company determined the restrictions were not probable of achievement.

During the third quarter of 2006, the Company reversed previously recognized share-based compensation expense of $38,000 related to the
modification of an existing stock option award agreement. Share-based compensation expense reflects the fair value of the modified award.

Executive
Deferred Compensation

The Company sponsors an Amended and Restated Executive Deferred Compensation Plan for directors and certain
executives. Under this plan, participants may elect to defer a portion of their compensation (up to 20% of total base and bonus for employees and 100% of director fees). On or around December 31 of each year, the Company provides a matching



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contribution of 25% of the amount deferred in a given year by a participant, provided that the Companys matching contribution will not exceed $2,500
per participant in any year. The Companys matching contribution vests in 20% increments over a five-year period, subject to accelerated vesting upon a change in control as defined in the Executive Deferred Compensation Plan. The Companys
matching contribution becomes 100% vested as of the date on which the sum of participant age and years of service with the Company equals 65. Under the plan, participant and Company matching contributions are used to acquire actual common shares of
Company stock in the open market. These common shares are held and voted by the trustee pursuant to a Rabbi Trust Agreement.

The Company
recognized compensation expense related to the Amended and Restated Executive Deferred Compensation Plan of $18,000, $71,000 and $184,000 for the years ending December 31, 2006, 2005 and 2004, respectively. The deferred compensation liability
related to the Amended and Restated Executive Deferred Compensation Plan was $744,000 and $949,000 as of December 31, 2006 and 2005, respectively, and is reflected as a component of shareholders equity.

Supplemental Executive Retirement Plan

Effective
January 1, 2003, the Company established a non-qualified Supplemental Executive Retirement Plan (the SERP) that provides retirement benefits to eligible employees. A participant qualifies for the retirement benefits under the SERP
if the participant terminates employment, other than because of death, after: (1) participating in the SERP for at least 6 years, (2) the Companys net worth first exceeds $100,000,000 or a higher amount as specified in his or her
participation agreement, or (3) a change in control (as defined in the SERP) occurs, and if the participants termination: a) occurred after the participants retirement age (generally, age 55), b) was for good reason (as defined in
the SERP), regardless of the participant having reached retirement age, or c) was without cause (as defined in the SERP), regardless of the participant having reached retirement age. The amount of the benefit is determined on account balances
established for each participant to which the Company makes a discretionary annual credit.

In June 2004, the Company amended the SERP to
clarify that (1) at distribution, a participant may elect to receive the value of his or her account either in cash or by receipt of any insurance policy purchased by the Company as a source of the participants Retirement Plan benefit,
and (2) a participant will be fully and immediately vested in his or her account in the event that the SERP is terminated.

Upon a
participant satisfying the qualification requirements, the Company is required to make a lump sum distribution to the participant equal to the value of the participants account. If for any reason the above criteria are not met, any accrued
benefits will be recognized as income at that time. The Company expensed $511,000, $140,000 and $185,000 related to the SERP for the years ended December 31, 2006, 2005 and 2004, respectively. As of December 31, 2006 and 2005, $1,936,000
and $1,425,000, respectively, were accrued under the SERP.

The Company purchased cost recovery life insurance on the lives of the
participants in the SERP. The Company is the sole owner and beneficiary of such policies. The amount of the



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coverage is designed to provide sufficient revenues to cover all costs of the SERP if assumptions made as to policy earnings are realized. As of
December 31, 2006 and 2005, the cash surrender value of these policies was $2,832,000 and $2,450,000, respectively.



|11. | Commitments and Contingencies:
|--- | ------------------------------

The Company is
often required to obtain performance bonds and irrevocable letters of credit related to our obligations to various municipalities and other individuals with respect to the performance and completion of certain land development activities and as
collateral for contingent land purchase commitments. As of December 31, 2006, the Company had $40,408,000 and $6,760,000 of outstanding performance bonds and irrevocable letters of credit, respectively. The expiration dates of irrevocable
letters of credit coincide with the expected completion dates of the related projects. If the obligations related to a project are ongoing, annual extensions of the irrevocable letters of credit are typically granted. Performance bonds do not have
stated expiration dates. The Company is released from performance bonds when the contractual performance is completed. In the event any of the performance bonds or irrevocable letters of credit are called, the Company would be obligated to reimburse
the issuer of the performance bond or irrevocable letter of credit. However, the Company does not believe that any currently outstanding performance bond or irrevocable letter of credit will be called.

On February 21, 2006, a purported class action lawsuit captioned Stuart, et. al. v. Dominion Homes Financial Services, Inc., et. al., Case
No. C206137 was filed in the U.S. District Court, Southern District of Ohio, Eastern Division, against Dominion Homes Financial Services, Inc., a subsidiary of the Company, and National City Mortgage Co. The complaint includes statutory claims,
claims for breach of contract, breach of fiduciary duty, and fraudulent representations and material omissions in connection with the financing of plaintiffs condominium homes located in the Village at Polaris Park (VPP), where the
Company was unable to obtain final HUD approval for FHA-insured mortgages. The plaintiffs purport to bring the claim on behalf of homeowners in VPP who were allegedly promised FHA mortgages through and from the defendants. The complaint seeks
damages, including actual damages, statutory damages, punitive damages, and attorneys fees and costs, for, among other things, the alleged loss of certain FHA-insured mortgage features, including loan assumability. Plaintiffs also seek
statutory damages for the defendants alleged failure to notify plaintiffs of the status of their mortgages.

On February 21,
2006, a purported class action lawsuit captioned Rece, et. al. v. Dominion Homes, Inc., et. al., Case No. 06CVH202335 was filed in the Court of Common Pleas, Franklin County, Ohio against the Company, DHFS, named and unnamed appraisers
who have worked with the Company, and unnamed charitable organizations that have provided the Companys customers with down payment assistance funds in the last several years. Plaintiffs purport to bring the claim on behalf of purchasers of the
Companys homes from 1999 to the present who received such funds and allege, among other things, that the defendants misrepresented the value of the plaintiffs homes and obtained an improper benefit by artificially inflating the sales
price of homes to purchasers receiving down payment assistance funds. The complaint also alleges that the defendants engaged in predatory lending practices against the plaintiffs and other consumers by extending them credit without regard to the
actual value of their homes, knowing that the result would be higher default and foreclosure rates in its communities. The complaint seeks injunctive or declaratory relief, compensatory damages, punitive damages and attorneys fees and costs.



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On May 2, 2006, the Company and DHFS filed a motion for judgment on the pleadings with respect to
plaintiffs claim for breach of the Ohio Consumer Sales Practices Act (OCSPA) on the grounds that this claim was barred by the two-year applicable statute of limitations. On June 12, 2006, the Court granted this motion with
respect to plaintiffs claims for money damages under the Ohio Consumer Sales Practices Act, but denied the motion with respect to plaintiffs claim for rescission under the OCSPA. On July 28, 2006, the Company and DHFS filed a motion
for summary judgment as to plaintiffs predatory lending claims under statutory and common law. On October 4, 2006, the Court granted this motion. On December 1, 2006, Defendant Valuation Resources, Inc., the valuation company that
provided appraisals of the Plaintiffs homes for the Company, filed a motion for summary judgment with respect to Plaintiffs claims for fraud, misrepresentation, conspiracy, and OCSPA. On February 7, 2007, the Court granted this
motion in its entirety. In addition, on December 28, 2006, the Court granted the Companys and DHFSs motions for summary judgment regarding Plaintiffs individual claims and class allegations relating to the OCSPA.
Plaintiffs remaining claims at this time include fraud, negligent misrepresentation, and unjust enrichment.

On February 23,
2006, a similar purported class action lawsuit captioned Rudawsky, et. al. v. Borrer, et. al., Case No. C206144 was filed in the U.S. District Court, Southern District of Ohio, Eastern Division, against the Company, our Chairman, Chief
Executive Officer and President, certain affiliates and current and former officers of the Company, and The Nehemiah Corporation of America by plaintiff homeowners, who purchased homes from the Company using Nehemiah down payment assistance funds.
The complaint alleges, among other things, that plaintiffs suffered financial injuries as a result of the defendants participation in fraudulent conduct related to the Nehemiah down payment assistance program in violation of federal statutes
and Ohio law. The complaint further alleges that defendants fraudulently misrepresented and concealed the cost and operation of the Nehemiah program from plaintiffs. Plaintiffs purport to bring the claim on behalf of customers of the Company who
purchased a home from 1999 to present using down payment assistance from Nehemiah. The complaint seeks monetary damages and attorneys fees and costs.

All of the above lawsuits are in the discovery phase. No determination has been made that any of these cases can be maintained as a class action. The Company believes each of these lawsuits is without merit and
intends to vigorously defend against all of the claims and allegations in the complaints. Due to the uncertainty as to the outcome of the foregoing matters, management cannot make an estimate of exposure, if any, at this time.

In addition to the foregoing actions, during 2006, the Companys mortgage operations were subjected to review by HUD. On July 18, 2006, the
Company received a letter from HUD stating that HUD accepted DHFSs revised Quality Control Plan and closed that matter. In addition, HUD accepted the information supplied by DHFS with respect to all remaining open items under review and
indicated that a further response by DHFS on these findings was not required. On July 19, 2006, the Company received a letter from HUD indicating that they had completed their review of the Companys Kentucky operations and closed the
review with no issues raised.



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The Company is involved in various other legal proceedings, most of which arise in the ordinary course of
business and some of which are covered by insurance. In the opinion of the Companys management, none of the claims relating to such proceedings will have a material adverse effect on the financial condition or results of operations of the
Company.



|12. | Quarterly Financial Data (Unaudited):
|--- | -------------------------------------

(in
thousands except per share amounts)



|                                   |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|---------------------------------- |  | ------------- | ------ | - | ------- | - | ------- | ------------ |  | - | ----------- | - |  | - | ------- | -
|                                   |  | Quarter Ended |       
|                                   |  | March 31      |        |   | June 30 |   |         | September 30 |  |   | December 31 |  
|Revenues:                          |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|2006                               |  | $             | 61,785 |   |         | $ | 75,835  |              |  | $ | 64,925      |   |  | $ | 54,215  |  
|2005                               |  | $             | 92,643 |   |         | $ | 105,207 |              |  | $ | 106,330     |   |  | $ | 111,520 |  
|Gross profit (loss):               |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|2006(a)                            |  | $             | 9,074  |   |         | $ | 7,525   |              |  | $ | 4,427       |   |  | $ | (3,000  | )
|2005(b)                            |  | $             | 18,694 |   |         | $ | 22,377  |              |  | $ | 20,325      |   |  | $ | 18,297  |  
|Income (loss) before income taxes: |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|2006(a)                            |  | $             | (8,007 | ) |         | $ | (8,510  | )            |  | $ | (8,952      | ) |  | $ | (17,835 | )
|2005(b)                            |  | $             | 955    |   |         | $ | 3,260   |              |  | $ | 2,233       |   |  | $ | 1,025   |  
|Net income (loss):                 |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|2006(a)                            |  | $             | (5,108 | ) |         | $ | (5,927  | )            |  | $ | (5,941      | ) |  | $ | (17,033 | )
|2005(b)                            |  | $             | 642    |   |         | $ | 2,519   |              |  | $ | 1,174       |   |  | $ | 991     |  
|Basic earnings (loss) per share:   |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|2006                               |  | $             | (0.63  | ) |         | $ | (0.73   | )            |  | $ | (0.73       | ) |  | $ | (2.10   | )
|2005                               |  | $             | 0.08   |   |         | $ | 0.31    |              |  | $ | 0.15        |   |  | $ | 0.12    |  
|Diluted earnings (loss) per share: |  |               |        |   |         |   |         |              |  |   |             |   |  |   |         |  
|2006                               |  | $             | (0.63  | ) |         | $ | (0.73   | )            |  | $ | (0.73       | ) |  | $ | (2.10   | )
|2005                               |  | $             | 0.08   |   |         | $ | 0.31    |              |  | $ | 0.14        |   |  | $ | 0.12    |  

---

|(a) | 2006 results include net impairment charges, deposit and pre-acquisition cost write-offs and gains on
sale of land of $550 in the first quarter, $1,689 in the second quarter, $2,487 in the third quarter and $8,654 in the fourth quarter.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | 2005 results include net impairment charges, deposit and pre-acquisition cost write-offs and gains on
sale of land of $956 in the first quarter, $617 in the second quarter, $570 in the third quarter and $2,425 in the fourth quarter.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE
|------- | -----------------------------------------------------------------------------------

None.



|Item 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Controls and
Procedures

With the participation of our management, including our principal executive officer and principal financial officer, we have
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the period covered by this Report
(Disclosure Controls). Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Report, the Companys Disclosure Controls were
effective for the purpose of ensuring that information required to be disclosed by the Company under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified within the Securities and Exchange
Commissions rules and forms; and (2) accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure in our periodic Exchange Act reports.

Managements Report on Internal Control over Financial Reporting

See Managements Report on Internal Control over Financial Reporting included in Part II, Item 8 of this Report
entitled Financial Statements and Supplementary Data. Although this Report is not required, given that the Company is a non-accelerated SEC filer as of December 31, 2006, it is being voluntarily furnished by management.

Change in Internal Control Over Financial Reporting

Management, with the oversight of the Audit Committee, has addressed the material weakness related to the Companys restatement of its quarterly consolidated financial statements as of and for the quarter ended March 31, 2006 and
for the six month period ended June 30, 2006 (as identified in Item 4 of the Companys Form 10-Q for the period ended September 30, 2006), and has concluded that this material weakness in internal control over financial reporting
was remediated in the fourth quarter of 2006. The material weakness related to the Companys incorrect application of GAAP in accounting for the recognition of the gain on sale of ownership interests in Centennial Home Mortgage, LLC at the time
of sale, rather than recording the gain as an indefinite deferral.

As part of its remediation plan related to the previously reported
material weakness, during the fourth quarter of 2006, the Company implemented additional control procedures for all unique or complex financial transactions that included (i) enhanced communication processes between the accounting department
and key operations personnel involved in any such transaction, (ii) preparation of detailed written documentation regarding the accounting analysis



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and conclusions reached regarding the transaction, including documentation of all accounting principles and guidance considered and outside sources
consulted, and (iii) appropriate discussion of the review, analysis and conclusions reached regarding the accounting for such transactions with the Audit Committee. The Company applied these additional control procedures for multiple unique or
complex transactions that arose during the fourth quarter, including (i) the liquidation of the Companys interest rate swap agreements, (ii) the restructuring of the Companys existing credit facility and issuance of detachable
warrants in connection therewith, and (iii) the Companys establishment of a valuation allowance against its deferred tax assets and, as a result, has determined through the operation and testing of these remediated controls that they were
effective at December 31,2006.

Management has concluded that the actions taken above have remediated the previously reported material
weakness in the Companys internal control over financial reporting.



|Item 9B. | OTHER INFORMATION
|-------- | -----------------

None.



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PART III



|Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND COPORATE GOVERNANCE
|-------- | -----------------------------------------------------

In accordance with General Instruction G(3) of Form 10-K, the information contained under the captions Proposal 1Election Of Directors, Information About Our Executive Officers and
Compensation Matters, Report of the Audit Committee, Information Concerning Our Board of Directors and Corporate Governance Matters, and Section 16(A) Beneficial Ownership Reporting Compliance in the
Companys definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2007, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of
1934, is incorporated herein by reference.



|Item 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

In accordance with
General Instruction G(3) of Form 10-K, the information contained under the caption Information About Our Executive Officers and Compensation Mattersand Information Concerning Our Board of Directors and Corporate
Governance Matters - Compensation of Directors in the Companys definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2007, to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference. Neither the Report of the Compensation Committee of the Companys Board of Directors on executive compensation nor the share price
performance graph included in the Companys definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2007 shall be deemed to be incorporated herein by reference.



|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

In accordance with General Instruction G(3) of Form 10-K, the information contained under the captions Voting Rights and Principal
Shareholders, and Information About Our Executive Officers and Compensation MattersEquity Compensation Plan Information in the Companys definitive Proxy Statement for the Annual Meeting of Shareholders to be
held on May 2, 2007, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference.



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|Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

In accordance with General Instruction G(3) of Form 10-K, the information contained under the caption Certain Relationships And Related Transactions in the Companys definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on May 2, 2007, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference.



|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

In
accordance with General Instruction G(3) of Form 10-K, the information contained under the caption Selection of Independent Registered Public Accounting Firm in the Companys definitive Proxy Statement for the Annual Meeting
of Shareholders to be held May 2, 2007, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities and Exchange Act of 1934, is incorporated herein by reference.



|Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



|(a) | (1) Financial Statements.
|--- | -------------------------

The Consolidated
Financial Statements filed as part of this Annual Report on Form 10-K are the balance sheets of the Registrant as of December 31, 2006 and 2005, and the related statements of operations, changes in shareholders equity and cash flows for
each of the three years in the period ended December 31, 2006, together with the notes thereto.



| | (2) | Financial Statement Schedules.
| | --- | ------------------------------

There are no
financial statement schedules required to be filed with this Annual Report on Form 10-K.



| | (3) | Exhibits.
| | --- | ---------

Exhibits filed with this Annual Report
on Form 10-K are attached hereto. For a list of such exhibits, see Index to Exhibits.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



|                     |  |     |  |                                     
|-------------------- |  | --- |  | ------------------------------------
|Date: March 14, 2006 |  |     |  | Dominion Homes, Inc.                
|                     |  |    
|                     |  |     |  | /s/ Douglas G. Borror               
|                     |  | By: |  | Douglas G. Borror,                  
|                     |  |     |  | Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                          |  |                                                                                                                               |  |               
|----------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                 |  | Title                                                                                                                         |  | Date          
|                                          |  |                                                                                                                              
|/s/ Douglas G. Borror                     |  | Chairman and Chief Executive Officer and President (Principal Executive Officer)                                              |  | March 14, 2007
|Douglas G. Borror                         |  |                                                                                                                               | 
|                                          |  |                                                                                                                               | 
|                                          |  |                                                                                                                              
|/s/ William G. Cornely William G. Cornely |  | Executive Vice President - Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  | March 14, 2007
|                                          | 
|                                          |  |                                                                                                                              
|David S. Borror*                          |  | Vice Chairman                                                                                                                 |  | March 14, 2007
|David S. Borror                           |  |                                                                                                                               |  |               
|                                          |  |                                                                                                                              
|David P. Blom*                            |  | Director                                                                                                                      |  | March 14, 2007
|David P. Blom                             |  |                                                                                                                               |  |               
|                                          |  |                                                                                                                              
|R. Andrew Johnson*                        |  | Director                                                                                                                      |  | March 14, 2007
|R. Andrew Johnson                         |  |                                                                                                                               |  |               
|                                          |  |                                                                                                                              
|Carl A. Nelson, Jr.*                      |  | Director                                                                                                                      |  | March 14, 2007
|Carl A. Nelson, Jr.                       |  |                                                                                                                               |  |               
|                                          |  |                                                                                                                              
|Zuheir Sofia*                             |  | Director                                                                                                                      |  | March 14, 2007
|Zuheir Sofia                              |  |                                                                                                                               |  |               
|                                          |  |                                                                                                                              
|Robert R. McMaster*                       |  | Director                                                                                                                      |  | March 14, 2007
|Robert R. McMaster                        |  |                                                                                                                               |  |               
|                                          |  |                                                                                                                              
|Betty D. Montgomery*                      |  | Director                                                                                                                      |  | March 14, 2007
|Betty D. Montgomery                       |  |                                                                                                                               |  |               



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                         |  |                                                                                                                                                                                                                    
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                             |  | Location                                                                                                                                                                                                           
|2.1         |  | Corporate Exchange and Subscription Agreement dated January 20, 1994, between Borror Corporation and Borror Realty Company.                                             |  | Incorporated by reference to 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 Agreement.                                                                                               |  | Incorporated by reference to Exhibit 2.2 to Form S-1.                                                                                                                                                              
|            |  |                                                                                                                                                                        
|3.1(a)      |  | Amended and Restated Articles of Incorporation of Dominion Homes, Inc. as filed with the Ohio Secretary of State on March 4, 1994.                                      |  | Incorporated by reference to Exhibit 4(a)(1) to the Companys Registration Statement on Form S-8 (File No. 333-26817) as filed with the Commission on May 9, 1997 (the
1997 Form S-8).                           
|            |  |                                                                                                                                                                        
|3.1(b)      |  | Certificate of Amendment to Amended and Restated Articles of Incorporation of Dominion Homes, Inc. as filed with the Ohio Secretary of State on May 7, 1997.            |  | Incorporated by reference to Exhibit 4(a)(2) of the 1997 Form S-8.                                                                                                                                                 
|            |  |                                                                                                                                                                        
|3.1(c)      |  | Amended and Restated Articles of Incorporation of Dominion Homes, Inc. reflecting amendments through May 7, 1997 (for purposes of Commission reporting compliance only) |  | Incorporated by reference to Exhibit 4(a)(3) of the 1997 Form S-8.                                                                                                                                                 
|            |  |                                                                                                                                                                        
|3.2         |  | Amended and Restated Code of Regulations of Dominion Homes, Inc.                                                                                                        |  | Incorporated by reference to Exhibit 3.2 to the Companys June 30, 2000 Form 10-Q (File No. 0-23270).                                                                                                              
|            |  |                                                                                                                                                                        
|4           |  | Specimen of Stock Certificate of Dominion Homes, Inc.                                                                                                                   |  | Incorporated by reference to Exhibit 2.2 to the Companys Form 8-A/A as filed with the Commission on April 30, 2003 (File No. 0-23270)                                                                             
|            |  |                                                                                                                                                                        
|10.1*       |  | Dominion Homes, Inc. Incentive Stock Plan as amended December 5, 1995 and May 7, 1997.                                                                                  |  | Incorporated by reference to Exhibit 4(c) of the 1997 Form S-8.                                                                                                                                                    



85



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|      |  |                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2* |  | Amendment to Dominion Homes, Inc. Incentive Stock Plandated July 29, 1998.                                                                                                                                                                                                                                        |  | Incorporated by reference to Exhibit 10.29 to theCompanys June 30, 1998 Form 10-Q (File No. 0-23270).                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.3* |  | Dominion Homes, Inc. Amended and Restated 2003 Stock Option and Incentive Equity Plan effective as of May 10, 2006.                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated May 10, 2006 (File No. 0-23270).                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.4* |  | Form of Non-Employee Director Stock Option Agreement.                                                                                                                                                                                                                                                             |  | Filed herewith.                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.5* |  | Restricted Stock Agreement dated October 22, 2002 between Dominion Homes, Inc. and Douglas G. Borror.                                                                                                                                                                                                             |  | Incorporated by reference to Exhibit 10.15 to the Companys December 31, 2002 Form 10-K (File No. 0-23270).                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.6* |  | Restricted Stock Agreement dated February 7, 2006 between Dominion Homes, Inc. and William G. Cornely.                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated February 7, 2006 (File No. 0-23270).                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.7* |  | Restricted Stock Agreement dated May 11, 2006 between Dominion Homes, Inc. and Jeffrey Croft.                                                                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated May 10, 2006 (File No. 0-23270).                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.8* |  | Dominion Homes, Inc. Amended and Restated Executive Deferred Compensation Plan dated December 20, 2002.                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 4(a) to the Companys Post-Effective Amendment No. 2 to Registration Statement on Form S-8 as filed with the Commission on May 6, 2003 (file No.
333-40051)
|      |  |                                                                                                                                                                                                                                                                                                                  
|10.9* |  | Split Dollar Life Insurance Agreement dated July 11, 1999 between Dominion Homes, Inc. and Douglas G. Borror (which agreement is substantially the same as Split Dollar Life Insurance Agreements
entered into between the Company and other executive officers of the Company except for life insurance values). |  | Incorporated by reference to Exhibit 10.1 to the Companys June 30, 1999 Form 10-Q (File No. 0-23270).                                                                                          



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|       |  |                                                                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                               
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------
|10.10* |  | Dominion Homes, Inc. Endorsement Split DollarAgreement dated December 20, 2002 between DominionHomes, Inc. and Douglas G. Borror (which agreement issubstantially the same as
Endorsement Split DollarAgreements entered into between the Company and otherexecutive officers of the Company except as to eachexecutive officers death benefit and cash considerationreceived). |  | Incorporated by reference to Exhibit 10.27 to theCompanys December 31, 2002 Form 10-K (File No.0-23270).     
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.11* |  | Dominion Homes, Inc. Amended and Restated Supplemental Executive Retirement Plan (with Form of Notice of Participation).                                                                                                                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.5 to the Companys June 30, 2004 Form 10-Q (File No. 0-23270).        
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.12* |  | Dominion Homes, Inc. Amended and Restated Incentive Growth Plan.                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.6 to the Companys June 30, 2004 Form 10-Q (File No. 0-23270).        
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.13* |  | Employment Agreement dated July 1, 2004 between Dominion Homes, Inc. and Douglas G. Borror.                                                                                                                                                                                                                                                                                      |  | Incorporated by reference to Exhibit 10.1 to the Companys September 30, 2004 Form 10-Q (File No. 0-23270).   
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.14* |  | Amendment to Employment Agreement dated August 2, 2006 between the Company and Douglas G. Borror.                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated August 2, 2006 (File No. 0-23270).  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.15* |  | Employment Agreement dated July 1, 2004 between Dominion Homes, Inc. and David S. Borror.                                                                                                                                                                                                                                                                                        |  | Incorporated by reference to Exhibit 10.2 to the Companys September 30, 2004 Form 10-Q (File No. 0-23270).   
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.16* |  | Amendment to Employment Agreement dated August 2, 2006 between the Company and David S. Borror.                                                                                                                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated August 2, 2006 (File No. 0-23270).  
|       |  |                                                                                                                                                                                                                                                                                                                                                                                 
|10.17* |  | Amendment to Employment Agreement dated November 3, 2006, between the Company and David S. Borror.                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 99.4 to the Companys Form 8-K dated October 31, 2006 (File No. 0-23270).



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|       |  |                                                                                                    |  |                                                                                                              
|------ |  | -------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------
|10.18* |  | Employment Agreement dated January 17, 2006 betweenDominion Homes, Inc. and William G. Cornely.    |  | Incorporated by reference to Exhibit 10.1 to the CompanysForm 8-K dated February 7, 2006 (File No. 0-23270).
|       |  |                                                                                                   
|10.19* |  | Amendment to Employment Agreement dated August 2, 2006 between the Company and William G. Cornely. |  | Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K dated August 2, 2006 (File No. 0-23270). 
|       |  |                                                                                                   
|10.20* |  | Employment Agreement dated March 6, 2006 between Dominion Homes, Inc. and Jeffrey Croft.           |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated May 3, 2006 (File No. 0-23270).    
|       |  |                                                                                                   
|10.21* |  | Amendment to Employment Agreement dated August 2, 2006 between the Company and Jeffrey Croft.      |  | Incorporated by reference to Exhibit 10.5 to the Companys Form 8-K dated August 2, 2006 (File No. 0-23270). 
|       |  |                                                                                                   
|10.22* |  | Dominion Homes, Inc. 2007 Director Compensation Plan.                                              |  | Filed herewith.                                                                                              
|       |  |                                                                                                   
|10.23* |  | 2006 Incentive Compensation Program for Douglas G. Borror.                                         |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated March 20, 2006 (File No. 0-23270). 
|       |  |                                                                                                   
|10.24* |  | 2006 Incentive Compensation Program for Jeffrey Croft.                                             |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated March 20, 2006 (File No. 0-23270). 
|       |  |                                                                                                   
|10.25* |  | 2006 Incentive Compensation Program for William G. Cornely.                                        |  | Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K dated March 20, 2006 (File No. 0-23270). 
|       |  |                                                                                                   
|10.26* |  | 2006 Incentive Compensation Program for David S. Borror.                                           |  | Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K dated March 20, 2006 (File No. 0-23270). 
|       |  |                                                                                                   
|10.27* |  | Amended 2006 Incentive Compensation Program for Jeffrey Croft.                                     |  | Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K dated August 2, 2006 (File No. 0-23270). 



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|       |  |                                                                                                                                                    |  |                                                                                                               
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------
|10.28* |  | Amended 2006 Incentive Compensation Program forWilliam G. Cornely.                                                                                 |  | Incorporated by reference to Exhibit 10.4 to the CompanysForm 8-K dated August 2, 2006 (File No. 0-23270).   
|       |  |                                                                                                                                                   
|10.29* |  | Form of Acknowledgement dated November 3, 2006 by Executive Officer regarding 2006 Incentive Compensation Program.                                 |  | Incorporated by reference to Exhibit 99.3 to the Companys Form 8-K dated October 31, 2006 (File No. 0-23270).
|       |  |                                                                                                                                                   
|10.30  |  | Lease dated December 29, 1997 as amended by Addendum dated February 2, 1998, between Borror Realty Company and Dominion Homes, Inc.                |  | Incorporated by reference to Exhibit 10.21 to the Companys December 31, 1997 Form 10-K (File No. 0-23270).   
|       |  |                                                                                                                                                   
|10.31  |  | Lease dated April 30, 2001 between FGSC, LLC and Dominion Homes of Kentucky, LTD. for office space in Louisville, Kentucky.                        |  | Incorporated by reference to Exhibit 10.1 to the Companys June 30, 2001 Form 10-Q (File No. 0-23270).        
|       |  |                                                                                                                                                   
|10.32  |  | Real Estate Purchase Contract dated July 21, 2003 between Dominion Homes and BRC Properties Inc.                                                   |  | Incorporated by reference to Exhibit 10.3 to the Companys June 30, 2003 Form 10-Q (File No. 0-23270).        
|       |  |                                                                                                                                                   
|10.33  |  | Lease Agreement dated July 21, 2003 between Dominion Homes, Inc. and BRC Properties Inc.                                                           |  | Incorporated by reference to Exhibit 10.4 to the Companys June 30, 2003 Form 10-Q (File No. 0-23270).        
|       |  |                                                                                                                                                   
|10.34  |  | First Modification of Lease dated October 31, 2003 between Dominion Homes, Inc and BRC Properties Inc.                                             |  | Incorporated by reference to Exhibit 10.8 to the Companys September 30, 2003 Form 10-Q (File No. 0-23270).   
|       |  |                                                                                                                                                   
|10.35  |  | Lease Agreement dated September 26, 2003 between RML Construction, LLP and Dominion Homes of Kentucky, LTD for office space in Lexington, Kentucky |  | Incorporated by reference to Exhibit 10.7 to the Companys September 30, 2003 Form 10-Q (File No. 0-23270).   
|       |  |                                                                                                                                                   
|10.36  |  | Sublease Agreement dated September 22, 2003 between Dominion Homes, Inc. and Dominion Homes Financial Services, LTD.                               |  | Incorporated by reference to Exhibit 10.60 to the Companys December 31, 2003 Form 10-K (File No. 0-23270).   



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|      |  |                                                                                                                                                                                                             |  |                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------
|10.37 |  | Sublease Agreement dated November 22, 2003 betweenDominion Homes, Inc. and Alliance Title Agency, LTD.                                                                                                      |  | Incorporated by reference to Exhibit 10.61 to theCompanys December 31, 2003 Form 10-K (File No.0-23270).       
|      |  |                                                                                                                                                                                                            
|10.38 |  | Contribution and Call Agreement dated December 26, 2003 by and among Dominion Homes, Inc., CCI, LTD, and Dominion Homes-Borror Family Foundation.                                                           |  | Incorporated by reference to Exhibit 10.1 to the Companys March 31, 2004 Form 10-Q (File No. 0-23270).         
|      |  |                                                                                                                                                                                                            
|10.39 |  | Limited Liability Company Contribution and Subscription Agreement dated March 31, 2006 between Dominion Homes Financial Services, Ltd. and Centennial Home Mortgage, LLC.                                   |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated March 31, 2006 (File No. 0-23270).    
|      |  |                                                                                                                                                                                                            
|10.40 |  | Assignment of Interest dated March 31, 2006 between Dominion Homes Financial Services, Ltd. and Wells Fargo Ventures, LLC.                                                                                  |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated March 31, 2006 (File No. 0-23270).    
|      |  |                                                                                                                                                                                                            
|10.41 |  | Second Amended and Restated Credit Agreement dated December 3, 2003 among The Huntington National Bank, as Administrative Agent and Issuing Bank, and the Lenders listed therein.                           |  | Incorporated by reference to Exhibit 10.68 to the Companys December 31, 2003 Form 10-K (File No. 0-23270).     
|      |  |                                                                                                                                                                                                            
|10.42 |  | Amendment No. 1 to Second Amended and Restated Credit Agreement dated June 30, 2004 among Dominion Homes, Inc., The Huntington National Bank, as Administrative Agent, and the Lenders listed
therein.      |  | Incorporated by reference to Exhibit 10.7 to the Companys June 30, 2004 Form 10-Q (File No. 0-23270).          
|      |  |                                                                                                                                                                                                            
|10.43 |  | Amendment No. 2 to Second Amended and Restated Credit Agreement dated February 1, 2005 among Dominion Homes, Inc., The Huntington National Bank, as Administrative Agent, and the Lenders listed
therein.   |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated February 1, 2005 (File No. 0-23270).  
|      |  |                                                                                                                                                                                                            
|10.44 |  | Amendment No. 3 to Second Amended and Restated Credit Agreement dated September 26, 2005 among Dominion Homes, Inc., The Huntington National Bank, as Administrative Agent, and the Lenders listed
therein. |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated September 26, 2005 (File No. 0-23270).



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|      |  |                                                                                                                                                                                                                                                                                            |  |                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------
|10.45 |  | Amendment No. 4 to Second Amended and Restated CreditAgreement dated March 30, 2006 among DominionHomes, Inc., The Huntington National Bank, asAdministrative Agent, and the
Lenders listed therein.                                                                                       |  | Incorporated by reference to Exhibit 10.1 to the CompanysForm 8-K dated March 30, 2006 (File No. 0-23270).     
|      |  |                                                                                                                                                                                                                                                                                           
|10.46 |  | Security Agreement dated March 30, 2006 among Dominion Homes, Inc., the Other Grantors named therein and The Huntington National Bank as Administrative Agent.                                                                                                                             |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated March 30, 2006 (File No. 0-23270).    
|      |  |                                                                                                                                                                                                                                                                                           
|10.47 |  | Amendment No. 5 to Second Amended and Restated Credit Agreement dated August 10, 2006, among Dominion Homes, Inc., The Huntington National Bank, as Administrative Agent, and the Lenders listed
thereon.                                                                                  |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated August 10, 2006 (File No. 0-23270).   
|      |  |                                                                                                                                                                                                                                                                                           
|10.48 |  | Amendment No. 6 to Second Amended and Restated Credit Agreement dated September 29, 2006, among Dominion Homes, Inc., The Huntington National Bank, as Administrative Agent, and the Lenders
listed thereon.                                                                               |  | Incorporated by reference to Exhibit 99.1 to the Companys Form 8-K dated September 29, 2006 (File No. 0-23270).
|      |  |                                                                                                                                                                                                                                                                                           
|10.49 |  | Amendment No. 7 to Second Amended and Restated Credit Agreement dated October 31, 2006, among Dominion Homes, Inc., The Huntington National Bank, as Administrative Agent, and the Lenders listed
thereon.                                                                                 |  | Incorporated by reference to Exhibit 99.1 to the Companys Form 8-K dated October 31, 2006 (File No. 0-23270).  
|      |  |                                                                                                                                                                                                                                                                                           
|10.50 |  | Third Amended and Restated Credit Agreement dated December 29, 2006, among Dominion Homes, Inc., The Huntington National Bank, as an Issuing Bank and Administrative Agent, Silver Point
Finance, LLC, as an Issuing Bank and Senior Administrative Agent, and the Lenders listed therein. |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K dated December 29, 2006 (File No. 0-23270). 
|      |  |                                                                                                                                                                                                                                                                                           
|10.51 |  | Amended and Restated Security Agreement dated December 29, 2006, among Dominion Homes Inc., the Other Grantors named therein, Silver Point Finance, LLC, as Senior Administrative Agent, and
The Huntington National Bank, as Administrative Agent.                                        |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K dated December 29, 2006 (File No. 0-23270). 



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|      |  |                                                                                                                                                                                      |  |                                                                                                                
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------
|10.52 |  | Warrant Purchase Agreement dated December 29, 2006,among Dominion Homes, Inc. and the Purchasers namedtherein.                                                                       |  | Incorporated by reference to Exhibit 10.3 to the CompanysForm 8-K dated December 29, 2006 (File No. 0-23270). 
|      |  |                                                                                                                                                                                     
|10.53 |  | Registration Rights Agreement dated December 29, 2006, among Dominion Homes, Inc. and the Purchasers named therein.                                                                  |  | Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K dated December 29, 2006 (File No. 0-23270).
|      |  |                                                                                                                                                                                     
|10.54 |  | Voting Agreement dated December 29, 2006.                                                                                                                                            |  | Incorporated by reference to Exhibit 10.5 to the Companys Form 8-K dated December 29, 2006 (File No. 0-23270).
|      |  |                                                                                                                                                                                     
|14    |  | Code of Business Conduct and Ethics.                                                                                                                                                 |  | Filed herewith.                                                                                                
|      |  |                                                                                                                                                                                     
|21    |  | Subsidiaries.                                                                                                                                                                        |  | Filed herewith.                                                                                                
|      |  |                                                                                                                                                                                     
|23    |  | Consent of Independent Registered Public Accounting Firm                                                                                                                             |  | Filed herewith.                                                                                                
|      |  |                                                                                                                                                                                     
|24    |  | Power of Attorney.                                                                                                                                                                   |  | Filed herewith.                                                                                                
|      |  |                                                                                                                                                                                     
|31.1  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                              |  | Filed herewith.                                                                                                
|      |  |                                                                                                                                                                                     
|31.2  |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                              |  | Filed herewith.                                                                                                
|      |  |                                                                                                                                                                                     
|32    |  | Certification pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed herewith.                                                                                                



92