UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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/X/ Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1999
/ / Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
Commission File Number 1-8029
THE RYLAND GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0849948
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21800 Burbank Boulevard, Suite 300
Woodland Hills, California 91367
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 598-4400
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, (Par Value $1.00) New York Stock Exchange
Common Share Purchase Rights New York Stock Exchange
Securities Registered Pursuant to
Section 12(g) of the Act: None
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 (ss.229.405 of this chapter) 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. / /
The aggregate market value of the Common Stock of The Ryland Group, Inc., held
by non-affiliates of the registrant (13,530,302 shares) as of February 17, 2000,
was $230,860,779. The number of shares of common stock of The Ryland Group,
Inc., outstanding on February 17, 2000 was 13,555,560.
1
DOCUMENTS INCORPORATED BY REFERENCE
Name of Document Location in Report
- ---------------- ------------------
Proxy Statement for 2000 Annual Meeting of Stockholders Parts I, III
Annual Report to Shareholders for the year ended
December 31, 1999 Parts II, IV
Form 8-K filed September 12, 1989 Part IV
Form 10-K for the year ended December 31, 1989 Part IV
Form 10-K for the year ended December 31, 1990 Part IV
Form 10-Q for the quarter ended June 30, 1992 Part IV
Registration Statement on Form S-3, Registration 33-48071 Part IV
Form 10-Q for the quarter ended June 30, 1994 Part IV
Form 8-K filed October 24, 1996 Part IV
Registration Statement on Form S-3, Registration 333-03791 Part IV
Form 8-K filed July 2, 1996 Part IV
Form 10-K for the year-ended December 31, 1996 Part IV
Form 10-K for the year-ended December 31, 1997 Part IV
Form 10-Q for the quarter-ended September 30, 1999 Part IV
Form 10-Q for the quarter-ended June 30, 1999 Part IV
2
THE RYLAND GROUP, INC.
FORM 10-K
INDEX
Item No.
PART I
Item 1. Business......................................................4
Item 2. Properties....................................................9
Item 3. Legal Proceedings.............................................9
Item 4. Submission of Matters to a Vote of Security Holders...........9
PART II
Item 5. Market for the Company's Common Stock and Related
Stockholder Matters............. ............................11
Item 6. Selected Financial Data......................................11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...11
Item 8. Financial Statements and Supplementary Data..................11
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.....................................11
PART III
Item 10. Directors and Executive Officers of the Registrant...........12
Item 11. Executive Compensation.......................................12
Item 12. Security Ownership of Certain Beneficial Owners
and Management...............................................12
Item 13. Certain Relationships and Related Transactions...............12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K..................................................13
SIGNATURES .............................................................17
INDEX OF EXHIBITS..........................................................18
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PART I
Item 1. Business
With headquarters in Southern California, The Ryland Group, Inc. ("Ryland") is
one of the nation's largest homebuilders and mortgage-finance company. Founded
in 1967, the Company has built more than 170,000 homes during its 32-year
history. Ryland Mortgage Company, founded in 1978, has provided
mortgage-financing and related services for more than 150,000 homebuyers.
Today, Ryland homes are available in 260 communities in 21 markets across the
country. The Company's home prices range from $90,000 to more than $500,000. The
current average price of a Ryland home is $190,000.
The Company's operations span the significant aspects of the home-buying process
- - from the design, construction and sale of single-family homes to
mortgage-financing, title insurance, settlement and escrow services and
homeowners insurance.
As used herein, the term "Company" refers to The Ryland Group, Inc. and its
subsidiaries, unless the context indicates otherwise.
Homebuilding
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Markets Ryland markets and builds homes that are constructed on-site in three
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regions which include 21 of the nation's strongest housing markets. The three
regions are the North, South and West. As of December 31, 1999, the Company
operated in the following metropolitan markets:
Region Major Markets Served
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North: Baltimore, Washington, D.C./Northern Virginia, Chicago,
Cincinnati, Indianapolis, Minneapolis
South: Atlanta, Charlotte, Greenville, Orlando, West Florida,
Austin, San Antonio, Dallas, Houston
West: Denver, Phoenix, San Diego, Los Angeles, Bay Area, Sacramento
Ryland markets detached and attached single family homes generally targeted to
the entry-level, and first-time and second-time move-up buyers, as well as
active adults seeking retirement housing. The Company markets through a diverse
product line tailored to local styles and preferences in each of its geographic
markets. The product line offered in a particular community is determined in
conjunction with the land acquisition process, and is dependent upon a number of
factors, including consumer preferences, competitive product offerings and the
cost of building lots in a community.
The Company developed 400 new home designs in 1999 - bringing to more than 1,200
the number of new floor plans the Company has introduced since 1993. The Company
generally outsources architectural services to a network of architects to
increase creativity and to ensure that its home designs are consistent with
local market preferences.
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The Company's operations in each of its homebuilding markets may differ based on
a number of market-specific factors. These factors include regional economic
conditions and job growth; land availability and the local land development
process; consumer tastes; competition from other builders of new homes; and home
resale activity. The Company considers each of these factors when entering into
new markets or determining the extent of its operations and capital allocation
in existing markets.
Land Acquisition and Development As of December 31, 1999, the Company operated
in 260 communities in 21 markets across the country. The Company's objective is
to control a portfolio of building lots sufficient to meet anticipated
homebuilding requirements for a period of two to three years. The land
acquisition process is controlled through a corporate land approval committee to
help ensure that transactions meet the Company's standards for financial
performance and risk. In the ordinary course of its homebuilding business, the
Company utilizes both direct acquisition and option contracts to control
building lots for use in the sale and construction of homes. The Company's
direct land acquisition activities include the bulk purchase of finished
building lots from land developers and the purchase of undeveloped, entitled
land from third parties. The Company generally does not purchase unentitled or
unzoned land.
Although control of lot inventory through the use of option contracts minimizes
the Company's investment, such a strategy is not viable in certain markets due
to the absence of third party land developers. In other markets, competitive
conditions may prevent the Company from controlling quality building lots solely
through the use of option contracts. In such situations, the Company may acquire
undeveloped, entitled land and/or finished lots on a bulk basis. The Company
utilizes the selective development of land to gain access to prime locations,
increase margins and position the Company as a leader in the community through
its influence over the community's character, layout and amenities.
As of December 31, 1999, the Company had deposits and letters of credit
outstanding of $43.2 million in connection with option and land purchase
contracts having a total purchase price of $624.5 million. These options and
commitments expire at various dates through 2002.
Materials Costs Substantially all materials used in the construction of homes
are available from a number of sources, but may fluctuate in price due to
various factors. To increase purchasing efficiencies, the Company standardizes
certain building materials and products in its homes and may acquire such
products through national supply contracts. The Company has on occasion
experienced shortages of certain materials. If shortages were to occur in the
future, such shortages could result in longer construction times and higher cost
than those experienced in the past.
Production Management and Subcontractors Substantially all on-site construction
is performed for a fixed price by independent subcontractors selected on a
competitive bid basis. The Company generally requires a minimum of three
competitive bids for each phase of construction. Construction activities are
supervised by the Company's production supervisors who schedule and coordinate
subcontractor work, monitor quality and ensure compliance with local zoning and
building codes. The Company has an integrated financial and homebuilding
management information system which assists in scheduling production and
controlling costs. Through this system, the Company monitors the construction
status and job costs incurred for each home for each phase of construction. The
system provides for detailed budgeting and allows the Company to monitor and
control actual costs versus construction bids for each subcontractor. The
Company has, on occasion, experienced shortages of skilled labor in certain
markets. If shortages were to occur in the future, such shortages could result
in longer construction times and higher costs than those experienced in the
past.
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Marketing and Customer Service The Company generally markets it's homes to
entry-level, first-time and second-time move-up buyers, and active adults
seeking retirement housing, through targeted product offerings in each of the
communities in which it operates. The Company's marketing strategy is determined
during the land acquisition and feasibility stage of a community's development.
Employees and independent real estate brokers sell the Company's homes,
generally by showing furnished model homes. The Company reports a new order when
a customer's sales contract is approved, and records revenue from a sale at
closing. The Company normally starts construction of homes when a customer has
selected a lot and floor plan and has received preliminary mortgage approval.
However, construction of homes may begin prior to a sale to satisfy market
demand for completed homes and to facilitate construction scheduling.
The Company provides each homeowner with a comprehensive one-year warranty at
the time of sale and a ten-year warranty covering loss related to structural
defects. The Company believes its warranty program meets or exceeds terms
customarily offered in the homebuilding industry.
Financial Services
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The Ryland Mortgage Company provides mortgage-related products and services for
retail customers and conducts investment activities. In recent years, the
Company has repositioned the Ryland Mortgage Company to align its operations
with the homebuilding divisions by:
o leveraging the relationship with the Company's homebuilding segment to
increase its capture rate for its homebuyer's loans;
o focusing on retail mortgage loan originations and improving the
efficiency of these activities through cost reduction initiatives and
improved profitability per loan;
o divesting non-core assets and lines of business, including the sale of
loan servicing rights; and
o creating value for Ryland homebuyers through innovative and
competitive mortgage programs and related services.
Retail Operations
Loan Origination In 1999, Ryland Mortgage Company's mortgage origination
operations consisted primarily of the Company's homebuilder loans, which were
originated in connection with the sale of the Company's homes. During 1999,
mortgage operations originated 7,106 loans totaling approximately $1.1 billion
of which 88 percent were for purchases of homes built by the Company and 12
percent were for purchases of homes built by others, purchases of existing
homes, or for the refinancing of existing mortgage loans. In an effort to
increased its focus on the Company's homebuilders loan production, Ryland
Mortgage Company made the strategic decision to reduce its third-party
originations business by exiting certain markets in the first quarter of 1999.
The Company has increased its focus by deploying loan officers directly to the
homebuilding communities and by utilizing traffic and prospect information
generated by the homebuilding sales and marketing staff. The Ryland Mortgage
Company capture rate of Ryland's homebuying customers was 68 percent in 1999.
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6
The Company arranges various types of mortgage financing including conventional,
Federal Housing Administration (FHA), and Veterans Administration (VA) mortgages
with various fixed- and adjustable-rate features. Federal Home Loan Mortgage
Corporation (FHLMC), Federal National Mortgage Association (FNMA), and
Government National Mortgage Association (GNMA) approve the Company's mortgage
operations.
Loan Servicing The repositioning of Ryland Mortgage Company in recent years led
to the sale of the majority of its loan servicing portfolio in the first quarter
of 1998 and the remaining portfolio during 1999. As a result, the Company no
longer services loans.
Title and Escrow Services Cornerstone Title Company, a wholly owned subsidiary,
provides title services primarily to the Company's homebuyers. As of December
31, 1999, Cornerstone Title had offices in Colorado, Florida, Illinois,
Maryland, Ohio, Texas and Virginia. The Company also operates an escrow company
in California, which performs escrow and loan closing functions primarily on
homes built by the Company. During 1999, Cornerstone Title captured 91percent of
the title and escrow business related to settlement of the Company's homes in
the markets in which they operate.
Investment Operations
Ryland Mortgage Company's investment operations hold certain assets, primarily
mortgage-backed securities and notes receivable, which were obtained as a result
of the exercise of redemption rights on various mortgage-backed bonds previously
owned by the Company's limited-purpose subsidiaries. The Company earns a net
interest spread on the investment portfolio and may periodically realize gains
from the sale of mortgage-backed securities from the portfolio.
Real Estate and Economic Conditions
- -----------------------------------
The Company is significantly affected by the cyclical nature of the homebuilding
industry. The industry is sensitive to fluctuations in economic activity,
interest rates and levels of consumer confidence. The effects of these
fluctuations differ among the various geographic markets in which the Company
operates. Higher interest rates may affect the ability of buyers to qualify for
mortgage financing and decrease demand for new homes. As a result, rising
interest rates generally will decrease the Company's home sales and mortgage
originations. The Company's business is also affected by local economic
conditions, such as employment rates and housing demand in the markets in which
it builds homes. Some of the markets in which the Company operates have at times
experienced a significant decline in housing demand.
Inventory risk can be substantial for homebuilders. The market value of land,
building lots and housing inventories fluctuates significantly as a result of
changing market and economic conditions. In addition, inventory-carrying costs
can be significant and can result in losses in poorly performing projects or
markets. The Company must continuously seek and make acquisitions of land for
expansion into new markets as well as for replacement and expansion of land
inventory within its current markets. The Company employs various measures
including the land approval process, and continued review by senior management
designed to manage inventory risks. The Company can not assure that these
measures will avoid or eliminate inventory risk.
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Competition
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The residential housing industry is highly competitive, and the Company competes
in each of its markets with a large number of national, regional and local
homebuilding companies. Some of these companies are larger than the Company and
have greater financial resources. In addition, the increase in the availability
of capital and financing in recent years has made it easier for both large and
small homebuilders to expand and enter new markets and has increased
competition. This competition could make it more difficult to acquire suitable
land at acceptable prices, force an increase in selling incentives or lowering
sales as dictated by local market conditions. Any of these could have an adverse
impact on the Company's financial performance or results of operations. The
Company also competes with other housing alternatives including existing homes
and rental housing. Principal competitive factors in homebuilding are home
price, design, quality, reputation, relationship with developers, accessibility
of subcontractors, availability and location of lots and availability of
customer financing.
Regulatory and Environmental Matters
- ------------------------------------
The homebuilding segment is subject to various local, state and federal laws,
ordinances, rules and regulations concerning zoning, building design,
construction and similar matters. These include local regulations, which impose
restrictive zoning and density requirements to limit the number of homes that
can be built within the boundaries of a particular area. The Company may also
experience periodic delays in homebuilding projects due to building moratoria in
any of the areas in which it operates.
The Company is also subject to a variety of local, state and federal laws,
ordinances, rules and regulations concerning the protection of health and the
environment. The Company is also subject to a variety of environmental
conditions that can affect its business and its homebuilding projects. The
particular environmental laws which apply to any given homebuilding site vary
greatly according to the site's location, environmental condition and the
present and former uses of the site, and adjoining properties. Environmental
laws and conditions may result in delays, may cause the Company to incur
substantial compliance and other costs, and can prohibit or severely restrict
homebuilding activity in certain environmentally sensitive regions or areas.
Ryland Mortgage Company is subject to the rules and regulations of HUD, FHA, VA,
FNMA, FHLMC and GNMA with respect to originating, processing, selling and
servicing mortgage loans. There are other federal and state laws and regulations
affecting these activities. These rules and regulations, among other things,
prohibit discrimination and establish underwriting guidelines which include
provisions for inspections and appraisals, require credit reports on prospective
borrowers and fix maximum loan amounts. The Company is required to submit
audited financial statements annually, and each regulatory entity has its own
financial requirements. The Company's affairs are also subject to examination by
these regulatory agencies and state agencies at all times to assure compliance
with the applicable regulations, policies and procedures. Mortgage origination
activities are subject to the Equal Credit Opportunity Act, Federal
Truth-in-Lending Act and Real Estate Settlement Procedures Act and the
associated regulations which prohibit discrimination and require the disclosure
of certain information to mortgagors concerning credit and settlement costs.
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Employees
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At December 31, 1999, the Company employed 2,130 people. The Company considers
its employee relations to be good. No employees are represented by a collective
bargaining agreement.
Item 2. Properties
The Company leases office space for its corporate headquarters in Woodland
Hills, California and its temporary headquarters in Columbia, Maryland. In
addition, the Company leases office space in the various markets in which it
operates.
Item 3. Legal Proceedings
Contingent liabilities may arise from the obligations incurred in the ordinary
course of business, or from the usual obligations of on-site housing producers
for the completion of contracts.
The Company is party to various legal proceedings generally incidental to its
businesses. Based on evaluation of these other matters and discussions with
counsel, management believes that liabilities to the Company arising from these
other matters will not have a material adverse effect on the financial condition
of the Company.
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 the year ended December 31, 1999.
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Executive Officers of the Company
The following sets forth certain information regarding the executive officers of
the Company:
Name Age Position (date elected to position)
Prior Business Experience
- -------------------------------------------------------------------------------
R.Chad Dreier 52 Chairman of the Board of Directors (1994), President
and Chief Executive Officer of the Company (1993).
Robert J. Cunnion,III 44 Senior Vice President, Human Resources of the
Company (1999), Vice President, Human Resources -
West Region (1993-1999).
Eric E. Elder 43 Senior Vice President, Marketing of the Company
(2000), Vice President, Marketing - West Region
(1995-1999)
David L. Fristoe 43 Senior Vice President, Controller and Chief
Accounting Officer of the Company (2000), Vice
President, Controller and Chief Accounting Officer
of the Company (1999), Vice President, Financial
Operations - West Region (1995-1999).
John M. Garrity 53 Senior Vice President of the Company (1995),
President of the South Region of Ryland Homes (1996),
President of the Southeast Region of Ryland Homes
(1994-1996).
Timothy J. Geckle 47 Senior Vice President, General Counsel and Secretary
of the Company (1997). Vice President, Deputy General
Counsel (1995-1996). Corporate Counsel (1991-1995).
Gordon A. Milne 48 Senior Vice President and Chief Financial Officer of
the Company (2000). Senior Vice President of
Finance and Chief Financial Officer of Agrium, Inc.
(1996-1999). Division President of Occidental
Petroleum Ltd. (1994-1996).
Frank J. Scardina 52 Senior Vice President of the Company (1994),
President of West Region of Ryland Homes (1996),
President of California Region of Ryland Homes
(1994-1996).
Daniel G. Schreiner 42 Senior Vice President of the Company (1999),
President, Ryland Mortgage Company (1998). President,
Kaufman and Broad Mortgage Company (1991-1998).
Kipling W. Scott 45 Senior Vice President of the Company (1995),
President of the North Region of Ryland Homes (1997),
President of Midwest Region of Ryland Homes (1994-1997).
The board of directors elects all officers.
There are no family relationships, arrangements or understandings pursuant to
which any of the officers listed were elected. For a description of employment
and severance arrangements with certain executive officers of the Company, see
page 9 of the Proxy Statement for the 2000 Annual Meeting of Stockholders.
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PART II
Item 5. Market for the Company's Common Stock and Related Stockholder
Matters
The information required by this item is incorporated by reference from the
section entitled "Common Stock Prices and Dividends" appearing on page 43 of the
Annual Report to Shareholders for the year ended December 31, 1999.
Item 6. Selected Financial Data
The information required by this item is incorporated by reference from the
section entitled "Selected Financial Data" appearing on page 21 of the Annual
Report to Shareholders for the year ended December 31, 1999.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is incorporated by reference from the
section entitled "Management's Discussion and Analysis of Results of Operations
and Financial Condition" appearing on pages 22 through 26 of the Annual Report
to Shareholders for the year ended December 31, 1999.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is incorporated by reference from the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations", Market Risk Summary, appearing on page 25 through 26
of the Annual Report to Shareholders for the year ended December 31, 1999.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated by reference from the
information appearing on pages 27 through 40 and from the section entitled
"Quarterly Financial Data and Common Stock Prices and Dividends" appearing on
page 43 of the Annual Report to Shareholders for the year ended December 31,
1999.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
During the fiscal years ended December 31, 1999 and 1998, there were no
disagreements between the Company and its accountants on any matter of
accounting principle or financial statement disclosure.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Information as to the Company's Directors is incorporated by reference from
pages 2 and 4 of the Company's Proxy Statement for its 2000 Annual Meeting of
Stockholders. Information as to the Company's executive officers is shown under
Part I as a separate item.
Item 11. Executive Compensation
The information required by this item is incorporated by reference from pages 5
through 10 of the Company's Proxy Statement for its 2000 Annual Meeting of
Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference from page 3
of the Company's Proxy Statement for its 2000 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions
There are no transactions, business relationships or indebtedness required to be
reported by the Company pursuant to this Item.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1. Financial Statements.
The following consolidated financial statements of The Ryland Group,
Inc., and Subsidiaries, included in the Annual Report to Shareholders
for the year ended December 31, 1999, are incorporated by reference in
Item 8:
Consolidated Statements of Earnings - years ended December 31, 1999,
1998 and 1997.
Consolidated Balance Sheets - December 31, 1999 and 1998.
Consolidated Statements of Stockholders' Equity - years ended December
31, 1999, 1998 and 1997.
Consolidated Statements of Cash Flows - years ended December 31, 1999,
1998 and 1997.
Notes to Consolidated Financial Statements.
(a) 2. Financial Statement Schedules. (filed herewith) Page No.
--------
Schedule II - Valuation and Qualifying Accounts.. ...............16
Schedules not listed above have been omitted because they are either
inapplicable or the required information has been given in the
financial statements or notes thereto.
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(a) (a) 3. Exhibits
The following exhibits are included with this report or incorporated
herein by reference as indicated below:
Exhibit No.
3.1 Charter of The Ryland Group, Inc., as amended. (Incorporated by
reference from Form 10-K for the year ended December 31, 1989)
3.2 By-laws of The Ryland Group, Inc., as amended. (Incorporated by
reference from Form 10-K for the year ended December 31, 1996)
4.1 Rights Agreement dated as of October 18, 1996, between The Ryland
Group, Inc., and ChaseMellon Shareholder Services, L.L.C.
(Incorporated by reference from Form 8-K filed October 24, 1996)
4.2 Articles Supplementary dated as of August 31, 1989. (Incorporated
by reference from Form 8-K filed September 12, 1989)
4.3 Senior Subordinated Notes dated as of November 4, 1993.
(Incorporated by reference from Registration Statement on Form
S-3, Registration No. 33-48071)
4.4 Indenture dated as of June 28, 1996, between The Ryland Group,
Inc., and Chemical Bank, as Trustee. (Incorporated by reference
from Form 8-K filed July 2, 1996)
4.5 Senior Notes dated as of June 10, 1996. (Incorporated by
reference from Registration Statement on Form S-3, Registration
No. 333-03791)
4.6 Senior Subordinated Notes dated as of April 13, 1998.
(Incorporated by reference from Registration Statement on Form
S-3, Registration No. 33-50933 and 333-03791)
10.1 Lease Agreement between Seventy Corporate Center Limited
Partnership and The Ryland Group, Inc. dated April 17, 1990.
(Incorporated by reference from Form 10-K for the year ended
December 31, 1990)
10.2 Lease Agreement between Kilroy Realty Group and The Ryland Group,
Inc. dated December 29, 1999. (Filed herewith)
10.3* 1992 Equity Incentive Plan of The Ryland Group, Inc.
(Incorporated by reference from Form 10-Q for the quarter ended
June 30, 1992)
10.4* 1992 Non-Employee Director Equity Plan of The Ryland Group,
Inc., as amended. (Incorporated by reference from Form 10-Q for
the quarter ended June 30, 1994)
10.5 Restated Credit Agreement dated as of October 19, 1999, between
The Ryland Group, Inc., and certain banks. (Incorporated by
reference from Form 10-Q for the quarter ended September 30,
1999)
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(a) 3. Exhibits, continued
Exhibit No.
10.6 Restate Credit Agreement dated May 21, 1999, between Ryland
Mortgage Company; Associates Mortgage Funding Corporation;
BankOne, Texas, N.A.; and certain lenders. (Incorporated by
reference from Form 10-Q for the quarter ended June 30, 1999)
10.7* Employment Agreement dates as of April 21, 1999 between R. Chad
Dreier and The Ryland Group, Inc. (Incorporated by reference from
Form 10-Q for the quarter ended June 30, 1999)
10.8* Senior Executive Severance Agreement, between the executive
officers of the Company and The Ryland Group, Inc. (Incorporated
by reference from Form 10-K for the year ended December 31, 1996)
10.9* Amendment and Restatement of the Executive and Director
Deferred Compensation Plan Effective March 1, 1998. (Filed
herewith)
10.10* Non-Employee Directors' Stock Unit Plan between The Ryland
Group, Inc. and the Board of Directors, effective January 1,
1998. (Incorporated by reference from Form 10-K for the year
ended December 31, 1997)
11 Computation of Per Share Earnings. (Filed herewith)
13 Annual Report to Shareholders for the year ended December 31,
1999. (Filed herewith)
21 Subsidiaries of the Registrant. (Filed herewith)
23 Consent of Ernst and Young LLP, Independent Auditors.
(Filed herewith)
24 Power of Attorney. (Filed herewith)
27 Financial Data Schedule. (Filed herewith)
* Executive Compensation Plan or Arrangement
(b) There were no reports on Form 8-K filed in the fourth quarter of 1999.
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15
The Ryland Group, Inc., and Subsidiaries
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(dollar amounts in thousands)
Balance at Charged to Charged Deductions Balance at
Beginning Costs and to Other and End of
Description of Period Expenses Accounts Transfers Period (1)
Valuation allowance:
Homebuilding inventories
1999 $ 6,233 $ 2,952 $ 0 $(5,585) $ 3,600
1998 2,967 4,188 0 (922) 6,233
1997 3,052 580 0 (665) 2,967
Valuation allowance:
Investment in and advances
to joint ventures
1999 $ 1,000 $ 0 $ 0 $ 0 $ 1,000
1998 0 1,000 0 0 1,000
1997 6,500 0 0 (6,500) 0
(1) Balances as of December 31, 1999, 1998 and 1997, represent valuation
allowances for assets to be disposed of.
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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.
THE RYLAND GROUP, INC.
By: /s/ R. Chad Dreier March 24, 2000
-------------------------------------
R. Chad Dreier, Chairman of the Board,
President, and Chief Executive Officer
(Principal 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.
Principal Executive Officer:
/s/ R. Chad Dreier March 24, 2000
- ----------------------------------
R. Chad Dreier
Chief Executive Officer
Principal Accounting Officer:
/s/ David L. Fristoe March 24, 2000
- ------------------------------------
David L. Fristoe
Chief Accounting Officer
Majority of the Board of Directors: R. Chad Dreier; James A. Flick, Jr.; Leslie
M. Frecon; William L. Jews; William G. Kagler; Robert E. Mellor; Charlotte St.
Martin.
By: /s/ Timothy J. Geckle March 24, 2000
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Timothy J. Geckle
As Attorney-in-Fact
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INDEX OF EXHIBITS
10.2 Lease Agreement between Kilroy Realty Group and The Ryland 19-87
Group, Inc. dated December 29, 1999
10.11 Amendment and Restatement of the Executive and Director
Deferred Compensation Plan Effective March 1, 1998 88-109
11 Computation of Per Share Earnings 110
13 Annual Report to Shareholders for the year ended December 31, 1999 111-133
21 Subsidiaries of the Registrant 134
23 Consent of Ernst and Young LLP, Independent Auditors 135
24 Power of Attorney 136
27 Financial Data Schedule 137
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