UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
Amendment No. 1
For Annual and Transition Reports Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003
or
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number 1-8029
THE RYLAND GROUP, INC.
| Maryland (State or other jurisdiction of incorporation or organization) | 52-0849948 (I.R.S. Employer Identification No.) |
24025 Park Sorrento, Suite 400, Calabasas, California 91302
(Address of principal executive offices)
Registrant’s telephone number, including area code: (818) 223-7500
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common stock, (Par value $1.00 per share) | 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.
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.o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
The aggregate market value of the common stock of The Ryland Group, Inc. held by nonaffiliates of the registrant (24,456,445 shares) at June 30, 2003, was $1,697,277,283.
The number of shares of common stock of The Ryland Group, Inc. outstanding on February 9, 2004, was 23,834,495.
DOCUMENTS INCORPORATED BY REFERENCE
| Name of Document | Location in Report | |
| None | None |
THE RYLAND GROUP, INC.
FORM 10-K/A
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) is being filed to amend Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 12, 2004 (the “Original 10-K”). Part II, Item 9A is being amended to include certain disclosures that were inadvertently omitted from the Original 10-K. In connection with the filing of this amendment and pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including certain currently dated certifications. In order to preserve the nature and character of the disclosures set forth in the Original 10-K, this amendment continues to speak as of the date of the Original 10-K and the Company has not updated the disclosure in this Amendment to speak to any later date.
INDEX
| ITEM NO. | ||||
PART II | ||||
| Item 9A. Controls and Procedures | 1 | |||
PART IV | ||||
| Item 15. Financial Statements, Financial Statement Schedules, Exhibits and Reports on Form 8-K | 2 | |||
SIGNATURES | 7 | |||
INDEX OF EXHIBITS | 7 |
PART II
Item 9A. Controls and Procedures
The Company has procedures in place for accumulating and evaluating information, which enable it to prepare and file reports with the Securities and Exchange Commission. At the end of the period covered by this report on Form 10-K, an evaluation was performed by the Company’s management, including the CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective at December 31, 2003. The Company’s management, including its CEO and CFO, has evaluated any changes in the Company’s internal control over financial reporting that occurred during the quarterly period ended December 31, 2003, and has concluded that there was no change during the quarterly period ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
As a result of procedures required by the Sarbanes-Oxley Act of 2002, the Company formed a committee consisting of key officers, including the chief accounting officer and general counsel, to formalize and expand the Company’s disclosure controls and procedures to ensure that all information required to be disclosed in the Company’s reports is accumulated and communicated to those individuals responsible for the preparation of the reports, and to our principal executive and financial officers, in a manner that will allow timely decisions regarding required disclosures.
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PART IV
| Item 15. | Financial Statements, Financial Statement Schedules, Exhibits and Reports on Form 8-K |
| (a) | 1. | Financial Statements | ||
| The following consolidated financial statements of The Ryland Group, Inc. and its subsidiaries, which are included in the Annual Report to Shareholders for the year ended December 31, 2003, are incorporated by reference in Item 8: | ||||
| Consolidated Statements of Earnings — years ended December 31, 2003, 2002 and 2001 | ||||
| Consolidated Balance Sheets — December 31, 2003 and 2002 | ||||
| Consolidated Statements of Stockholders’ Equity — years ended December 31, 2003, 2002 and 2001 | ||||
| Consolidated Statements of Cash Flows — years ended December 31, 2003, 2002 and 2001 | ||||
| Notes to Consolidated Financial Statements | ||||
| (a) | 2. | Financial Statement Schedule (Filed herewith) |
| Page No. | ||||
| Schedule II — Valuation and Qualifying Accounts | 6 | |||
| Schedules not listed above have been omitted either because they are inapplicable or because the required information has been provided in the financial statements or notes thereto. |
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| (a) | 3. | Exhibits | ||
| The following exhibits are included with this report or incorporated herein by reference as indicated below: | ||||
| 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 | Bylaws 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 June 13, 2001 (Incorporated by reference from Registration Statement on Form S-3, Registration Nos. 333-31034 and 333-58208) | |||
| 4.4 | Senior Notes, dated as of August 16, 2001 (Incorporated by reference from Registration Statement on Form S-3, Registration No. 333-58208) | |||
| 4.5 | Senior Notes, dated as of May 29, 2003 (Incorporated by reference from Registration Statement on Form S-3, Registration No. 333-100167) | |||
| 4.6 | Senior Notes, dated as of August 24, 2000 (Incorporated by reference from Registration Statement on Form S-3, Registration No. 333-31034) | |||
| 4.7 | Amendment to the Rights Agreement, dated as of February 25, 2001, between The Ryland Group, Inc. and Mellon Investor Services L.L.C. (Incorporated by reference from Form 10-Q for the quarter ended March 31, 2003) | |||
| 10.1 | Lease Agreement between The Ryland Group, Inc. and Kilroy Realty Group, dated as of December 29, 1999 (Incorporated by reference from Form 10-K for the year ended December 31, 1999) | |||
| 10.2 | 2002 Equity Incentive Plan of The Ryland Group, Inc.*, as amended (Incorporated by reference from Form 10-Q for the quarter ended June 30, 2002) | |||
| 10.3 | 2000 Non-Employee Director Equity Plan of The Ryland Group, Inc.*, as amended (Incorporated by reference from Form 10-K for the year ended December 31, 2000) | |||
| 10.4 | Amended Credit Agreement, dated as of March 29, 2003, between Ryland Mortgage Company, Associates Funding, Inc. and JP Morgan Chase Bank (Incorporated by reference from Form 10-Q for the quarter ended March 31, 2003) | |||
| 10.5 | Employment Agreement, dated as of July 1, 2002, between The Ryland Group, Inc. and R. Chad Dreier* (Incorporated by reference from Form 8-K, filed September 5, 2002) | |||
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| (a) | 3. | Exhibits, continued |
| 10.6 | Senior Executive Severance Agreement between The Ryland Group, Inc. and the executive officers of the Company* (Incorporated by reference from Form 10-Q for the quarter ended September 30, 2000) | |||
| 10.7 | Amendment and Restatement of the Executive and Director Deferred Compensation Plan, effective March 1, 1998* (Incorporated by reference from Form 10-K for the year ended December 31, 1999) | |||
| 10.8 | 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) | |||
| 10.9 | Revolving Credit Agreement, dated as of August 22, 2002, between The Ryland Group, Inc. and certain financial institutions, and the first amendment thereto (Incorporated by reference from Form 10-Q for the quarter ended September 30, 2002) | |||
| 10.9.1 | Second Amendment to the Revolving Credit Agreement, dated as of July 8, 2003, between The Ryland Group, Inc. and certain financial institutions (Incorporated by reference from Form 10-Q for the quarter ended June 30, 2003) | |||
| 10.10 | Amendment of the TRG Incentive Plan, effective January 1, 2003* (Incorporated by reference from Form 10-Q for the quarter ended March 31, 2003) | |||
| 10.11 | The Ryland Group, Inc. Performance Award Program, effective July 1, 2002* (Incorporated by reference from Form 10-Q for the quarter ended March 31, 2003) | |||
| 10.12 | The Ryland Group, Inc. Senior Executive Performance Plan* (Incorporated by reference from Form 10-Q for the quarter ended March 31, 2003) | |||
| 10.13 | The Ryland Group, Inc. Dreier Supplemental Executive Retirement Plan* (Incorporated by reference from Form 10-Q for the quarter ended September 30, 2003) | |||
| 10.14 | The Ryland Group, Inc. Senior Executive Supplemental Retirement Plan* (Incorporated by reference from Form 10-Q for the quarter ended September 30, 2003) | |||
| 12.1 | Computation of Ratio of Earnings to Fixed Charges (Previously filed as an Exhibit to Form 10-K for the year ended December 31, 2003) | |||
| 13 | Excerpt from Annual Report to Shareholders for the Year Ended December 31, 2003 (Previously filed as an Exhibit to Form 10-K for the year ended December 31, 2003) | |||
| 21 | List of Subsidiaries of the Registrant (Previously filed as an Exhibit to Form 10-K for the year ended December 31, 2003) | |||
| 23 | Consent of Independent Registered Public Accounting Firm (Filed herewith) | |||
| 24 | Power of Attorney (Previously filed as an Exhibit to Form 10-K for the year ended December 31, 2003) | |||
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith) | |||
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| (a) | 3. | Exhibits, continued |
| 31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith) | |||
| 32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith) | |||
| 32.2 | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith) | |||
| * | Management contract or compensatory plan or arrangement |
(b) The Company furnished two Current Reports on Form 8-K during the fourth quarter of 2003.
| On October 3, 2003, the Company filed a Current Report on Form 8-K (Items 9 and 12), which furnished Regulation FD disclosure, in connection with its announcement of preliminary net new unit orders and closings for the three months ended September 30, 2003. | ||||
| On October 21, 2003, the Company filed a Current Report on Form 8-K (Items 9 and 12), which furnished Regulation FD disclosure, in connection with its announcement of financial results for the three and nine months ended September 30, 2003. | ||||
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The Ryland Group, Inc. and Subsidiaries
Schedule II—Valuation and Qualifying Accounts
(amounts in thousands)
| Balance | Charged to | Deductions | Balance at | |||||||||||||
| at Beginning | Costs and | and | End of | |||||||||||||
| of Period | Expenses | Transfers | Period | |||||||||||||
| Valuation allowance: | ||||||||||||||||
Homebuilding inventories1 | ||||||||||||||||
| 2003 | $ | 5,340 | $ | 25 | $ | (3,839 | ) | $ | 1,526 | |||||||
| 2002 | 7,117 | 2,066 | (3,843 | ) | 5,340 | |||||||||||
| 2001 | 10,534 | 11,250 | (14,667 | ) | 7,117 | |||||||||||
1 Balances as of December 31, 2003, 2002 and 2001, represent valuation allowances for assets to be disposed of.
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SIGNATURE
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/ Gordon A. Milne Gordon A. Milne | September 8, 2004 | |
| Executive Vice President and Chief Financial Officer |
INDEX OF EXHIBITS
| 23 | Consent of Independent Registered Public Accounting Firm | |||
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 32.2 | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
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