UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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, 1994
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 Identification No.)
of incorporation or organization)
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices)
Registrant's telephone number, including area code: (410) 715-7000
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) 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 (Section 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. X
----------
The aggregate market value of the Common Stock of The Ryland Group, Inc. held
by non-affiliates of the registrant (15,323,130 shares) as of March 10, 1995
was $220,269,994. The number of shares of common stock of The Ryland Group,
Inc., outstanding on March 10, 1995 was 15,503,602.
DOCUMENTS INCORPORATED BY REFERENCE
NAME OF DOCUMENT LOCATION IN REPORT
---------------- ------------------
Proxy Statement for 1995 Annual Meeting of Stockholders Parts I, III
Annual Report to Shareholders for the year ended
December 31, 1994 Parts II, IV
Form 10-Q for the quarter ended June 30, 1990 Part IV
Form 8 filed October 25, 1990 Part IV
Form 8-K filed September 12, 1989 Part IV
Registration Statement on Form S-3, Registration 33-28692 Part IV
Form 8-K filed December 31, 1990 Part IV
Form 8-K filed August 6, 1992 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 8-K filed October 28, 1993 Part IV
THE RYLAND GROUP, INC.
FORM 10-K
INDEX
Page
PART I. Number
------
Item 1. Business 4
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II.
Item 5. Market for the Company's Common Stock and Related
Stockholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure 13
PART III.
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners
and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 15
SIGNATURES 20
INDEX OF EXHIBITS 21
PART I
Item 1. BUSINESS.
The Ryland Group, Inc. (the "company") is a leading national homebuilder and a
mortgage-related financial services firm. Established in 1967, the company
builds homes and provides mortgage services in 51 markets in 18 states. The
company was the third largest single-family on-site homebuilder in the United
States in 1994 based upon homes delivered. The company's homebuilding segment
specializes in the sale and construction of single-family attached and
detached housing and condominiums. The financial services segment provides
mortgage-related products and services for retail and institutional customers
and conducts investment activities. The company facilitates the issuance of
mortgage-backed securities and mortgage-participation securities through its
limited-purpose subsidiaries.
HOMEBUILDING
MARKETS The homebuilding segment builds and sells homes that are constructed
on-site in six regions which comprise the following areas at December 31,
1994:
Region Major Markets Served
------ --------------------
Mid-Atlantic Baltimore, Delaware Valley, Philadelphia,
Washington, D.C.
Midwest Chicago, Cincinnati, Columbus, Indianapolis
Southeast Atlanta, Charlotte, Columbia, Greenville, Orlando
Southwest Austin, Dallas, Houston, San Antonio
West Denver, Phoenix, Salt Lake City
California Los Angeles, Sacramento, San Diego
The homebuilding segment sells under the name of Larchmont Homes in Northern
California, Brock Homes in Southern California, Scott Felder Homes in certain
Texas markets and Ryland Homes in all other areas.
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 in
existing markets. During 1994, the company expanded its geographic presence
by entering the markets of Greenville and Columbia, South Carolina; and Salt
Lake City, Utah. The company also completed its first full year of operation
in Chicago, and in Austin and San Antonio, Texas, two markets that were
entered through the acquisition of Scott Felder Homes. The company exited the
Charleston, South Carolina market during 1994.
The company offers a range of different home styles in each of its geographic
regions which are tailored to the styles and consumer tastes of the particular
region. The company's homes vary in size and price range, but are generally
marketed to customers purchasing their first home or their first move-up home.
The company's average settlement price was $160,000 in 1994.
LAND PURCHASES In the ordinary course of its homebuilding business, the
company acquires land for use in the sale and construction of homes. The
company purchases land in various stages of development; however, the company
generally does not purchase unentitled or unzoned land. The acquisition of
land may be under agreements to purchase or through the exercise of options to
purchase, depending on which vehicle is deemed most advantageous given the
company's profit objectives and capital constraints as well as local market
conditions. The land acquisition process is controlled through a formal land
approval policy to help ensure that transactions will meet the company's
standards for financial performance and risk. As of December 31, 1994, the
company had deposits and letters of credit outstanding of $24.5 million for
options and commitments to purchase land. These options and commitments
expire at various dates through 2001.
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 uses
standardized building materials and products in its homes. In addition, the
company operates plants in Maryland, North Carolina, and Texas that produce
and ship rough lumber packages and trim materials to building sites in many of
its markets in the Mid-Atlantic, Southwest, and Southeast regions. Subsequent
to year end the company sold its plant in Ohio, which supplies materials to
the Midwest region and was in operation for the full year.
SUPPLIERS AND SUBCONTRACTORS Substantially all on-site construction work is
performed by subcontractors monitored by the company's production supervisors.
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.
MARKETING Homes are sold by employees and independent real estate brokers.
The company reports a sale when a customer's sales contract is approved, and
records revenue from a sale upon settlement. The company normally commences
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.
FINANCIAL SERVICES
Through its financial services segment, the company provides various mortgage-
related products and services for retail and institutional customers and
conducts investment activities.
RETAIL OPERATIONS
The retail operations provide loan origination, loan servicing and title and
escrow services for retail customers.
LOAN ORIGINATION The company's mortgage origination operations have retail
and wholesale loan offices which together process the company's builder,
spot, and wholesale loans. Builder loans are loans that the company originates
in connection with sales by its homebuilding segment. Spot loans are mortgage
loans that are originated primarily by loan officers through contacts with
realtors and homeowners and are not related to the financing of homes built by
the company. Wholesale loans are originated by outside brokers but
underwritten and closed by the company. The wholesale offices work with a
network of loan brokers and lenders to source loans.
For the twelve months ended December 31, 1994, the company originated 16,740
mortgage loans totaling $2.1 billion, of which 72 percent were for buyers of
homes other than those built by the company or for those seeking refinancing
of existing mortgage loans.
The company arranges various types of mortgage financing including
conventional, Federal Housing Administration and Veterans Administration
mortgages with various fixed- and adjustable-rate features. The company's
mortgage operations are approved by Federal Home Loan Mortgage Corporation,
Federal National Mortgage Association and Government National Mortgage
Association. The mortgage origination operation has loan production offices
in Arizona, California, Colorado, Florida, Georgia, Illinois, Indiana,
Maryland, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina,
Texas, Utah, and Virginia.
LOAN SERVICING The company services loans that it originates as well as loans
originated by others. As of December 31, 1994, the company's loan servicing
portfolio was $6.9 billion. The company services loans originated in all 50
states, with the highest concentrations in Alabama, Arizona, California,
Florida, Georgia, Louisiana, Maryland, North Carolina, Texas, and Virginia.
TITLE AND ESCROW SERVICES The company entered the title business in 1989
through the formation of Cornerstone Title Company for the purpose of
providing title services to the company's customers. As of December 31, 1994
Cornerstone had two offices in Maryland and one office each in Florida,
Indiana, and Delaware. The company also operates an escrow company in
California that performs escrow and loan closing functions primarily on homes
built by the company.
INSTITUTIONAL OPERATIONS
Institutional financial services provide securities issuance and securities
administration services to institutional customers. The company began issuing
and administering securities in 1982 through wholly-owned subsidiaries. These
services expanded to include builder and multi-builder bonds, multi-class CMO
and REMIC structures and pass-through securities.
SECURITIES ISSUANCE In 1982, the company began to provide access to capital
markets for itself and other homebuilders, mortgage bankers and thrifts to
support loan production. Through various limited-purpose subsidiaries and
shelf registration statements, the company has the ability to issue securities
in either debt or pass-through form. The company's expertise includes
structures utilizing subordination, mezzanine classes, pool insurance,
modified pool insurance, reserve funds, limited guarantees and full guarantees
from third-party bond guarantors as well as various combinations of these
features. Eligible collateral includes single-family and multi-family
mortgage loans, manufactured housing contracts, agency certificates and
private label mortgage securities.
SECURITIES ADMINISTRATION The securities administration business includes
trustee monitoring and reporting, financial and compliance reporting, tax
administration and master servicing. At December 31, 1994, the company
provided administration services for over 50 different issuers. The portfolio
at December 31, 1994 was comprised of 550 series with an outstanding balance
of $44.1 billion and an original issuance amount of $119 billion.
In October 1994, the company announced that it is exploring the sale of the
institutional operations business as part of the company's continued focus on
its core homebuilding and related mortgage businesses. If the sale is
consummated, the company expects to realize a gain on the transaction. The
company's future earnings, however, would no longer benefit from the results
of these operations.
INVESTMENT OPERATIONS
The company's investment operations hold certain assets, primarily mortgage-
backed securities, which were obtained as a result of the early redemption of
various mortgage-backed bonds previously issued by the limited-purpose
subsidiaries of the company. The company earns an interest spread on the
portfolio equal to the difference between the interest rate on the mortgage-
backed securities and the related borrowing rate. The company may
periodically realize gains from the sale of mortgage-backed securities from
the portfolio.
LIMITED-PURPOSE SUBSIDIARIES
The company's limited-purpose subsidiaries facilitate the financing of
mortgage loans and securities through the issuance of mortgage-backed bonds.
These bond series represent obligations solely of the limited-purpose
subsidiaries and are not guaranteed or insured by The Ryland Group, Inc.
Under the provisions of applicable trust indentures, the bonds are fully
collateralized by mortgage loans, mortgage-backed securities, notes receivable
and certain funds held by trustees.
The company's limited-purpose subsidiaries were established to provide
conduits for the issuance and sale of mortgage-backed securities and mortgage
participation certificates in the secondary market. Although the limited-
purpose subsidiaries may continue to issue securities on behalf of others, due
to changes in the tax laws, the company has not retained any residual
interests in new securities since 1991. As a result, issuances of the
limited-purpose subsidiaries since 1991 are not reflected in the company's
financial statements.
ECONOMIC CONDITIONS
The company's business is affected by general economic conditions in the
United States and by the level of interest rates and the level of consumer
confidence. Higher interest rates may effect the ability of buyers to qualify
for mortgage financing and decrease demand for new homes. As a result, the
company's home sales and mortgage originations generally will be negatively
impacted by rising interest rates. In addition, the company's business is
affected by local economic conditions, such as unemployment rates and housing
demand in the markets in which it builds homes.
Movements in interest rates may also affect the company's mortgage-backed
security issuance activity, and the market value of the company's investment
portfolio. Prepayments, which are higher in a falling interest rate
environment, reduce the value of loan servicing rights and securities
administration rights in the company's servicing portfolios.
COMPETITION
The homebuilding segment competes with other homebuilders in its markets.
Competition ranges from local builders who may build only a few homes each
year to other large national homebuilding companies. In addition, the company
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, availability and
location of lots and availability of customer financing.
The financial services segment competes with other mortgage bankers to arrange
financing for home buying and refinancing customers. Principal competitive
factors include interest rates and various other features of mortgage loan
products available to the consumer. The loan servicing operations of the
financial services segment competes with other loan servicers for loan
servicing rights. This segment also competes in the securities markets with
investment bankers, issuers and servicers for the business of issuing,
administering and managing mortgage-backed bonds and other securities.
REGULATORY AND ENVIRONMENTAL MATTERS
The homebuilding segment is subject to various local, state and federal
statutes, ordinances, rules and regulations concerning zoning, building
design, construction and similar matters, including local regulations which
impose restrictive zoning and density requirements in order to limit the
number of homes that can eventually be built within the boundaries of a
particular locality. The homebuilding segment may also be subject to periodic
delays in homebuilding projects due to building moratoria in any of the states
in which it operates. Generally, such moratoria relate to insufficient water
or sewage facilities, or inadequate roads or local services.
The company is also subject to various local, state and federal statutes,
ordinances, rules and regulations concerning the protection of health and the
environment. The homebuilding segment is also subject to a variety of
environmental conditions that can affect its business and its homebuilding
projects. 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 areas.
The company's financial services segment is subject to the rules and
regulations of FHA, VA, FNMA, FHLMC, and GNMA ("regulatory agencies") with
respect to originating, processing, selling and servicing mortgage loans. In
addition, there are other federal and state statutes and regulations affecting
such 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. Moreover, the company is required
annually to submit to FNMA, FHLMC, GNMA, FHA, and VA audited financial
statements, and each regulatory entity has its own financial requirements.
The company's affairs are also subject to examination by FNMA, FHLMC, GNMA,
FHA, and VA 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 the Real
Estate Settlement Procedures Act and the regulations promulgated thereunder
which prohibit discrimination and require the disclosure of certain
information to mortgagors concerning credit and settlement costs.
EMPLOYEES
At December 31, 1994 the company employed 3,259 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 Columbia,
Maryland. In addition, the company leases office space in the various markets
in which it operates. The company operates building component plants in
Houston, Texas; New Windsor, Maryland; and Shelby, North Carolina.
ITEM 3. LEGAL PROCEEDINGS
Contingent liabilities may arise from the obligations incurred in the ordinary
course of business. The company is also party to various legal proceedings
generally incidental to its businesses. Based on evaluation of the above
matters and discussions with counsel, management believes that liabilities to
the company arising from these matters will not have a material adverse effect
on the of the company.
ITEM 4. SUBMISSION 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, 1994.
SEPARATE ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Position (date elected to position)
------------------------------------------------------------------------------
R. Chad Dreier 47 Chairman of the Board (1994), President and
Chief Executive Officer (1993).
J. Sidney Davenport 53 Vice President of the Company(1984) and
Executive Vice President of Ryland Mortgage
Company (1993). Senior Vice President of Ryland
Mortgage Company (1990 - 1992). Senior
Operations Vice President (1981 - 1990).
Timothy R. Doyle 44 Senior Vice President of the Company (1991) and
President of Mid-Atlantic Region (1994).
President of Midwest Region (1991 - 1994).
Vice President-Operations of the Maryland
Region (1976 - 1991).
John M. Garrity 48 Senior Vice President of the Company (1994) and
President of Southeast Region (1994).
Robert J. Gaw 61 Executive Vice President of the Company and
President of Ryland Mortgage Company (1979).
David Lesser 39 Executive Vice President, General Counsel,
Secretary (1995).
Michael D. Mangan 38 Executive Vice President, Chief Financial
Officer (1994).
John D. Napolitan 50 Senior Vice President of the Company (1984) and
President of West Region (1991). Senior Vice
President, Ryland Homes (1988 - 1991).
Robert M. Paul 52 Senior Vice President (1995). Vice President
(1987 - 1995).
William R. Rollo 36 Senior Vice President of the Company (1994) and
President of Southwest Region (1994).
Frank J. Scardina 46 Senior Vice President of the Company (1994) and
President of California Region (1994). Vice
President, Ryland Homes (1993 - 1994).
Kipling W. Scott 40 Senior Vice President of the Company (1994) and
President of Midwest Region (1994). Midwest
Region Director of Land Resources & Planning
(1993 - 1994).
All officers are elected by the board of directors.
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 12 of the Proxy Statement for the 1995 Annual Meeting of
Stockholders.
BUSINESS EXPERIENCE
All of the executive officers listed above have served in various capacities
with The Ryland Group, Inc. over the past five years, with the exception of
Messrs. R. Chad Dreier; Michael D. Mangan; David Lesser; John M. Garrity;
William R. Rollo; Frank J. Scardina and Kipling W. Scott.
Prior to joining the company in 1993, Mr. Dreier was executive vice president
and chief financial officer of Kaufman and Broad Home Corporation and chairman
of Kaufman and Broad Mortgage Company. Prior to joining the company in 1994,
Mr. Mangan was group chief financial officer of GMAC Mortgage Corporation.
Prior to joining the company in 1995, Mr. Lesser was executive vice president
and general counsel of Riggs National Corporation. Prior to joining the
company in 1994, Mr. Garrity was division general manager of Arvida Homes.
Prior to joining the company in 1994, Mr. Rollo was executive vice president
of Scott Felder L.P. Prior to joining the company in 1993, Mr. Scardina was
president of Birtcher Real Estate Ltd. Prior to joining the company in 1993,
Mr. Scott was president of Development Management Services, Inc.
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 48 of
the Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is incorporated by reference from the
section entitled "Selected Financial Data" appearing on pages 20 and 21 of the
Annual Report to Shareholders for the year ended December 31, 1994.
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 28 of the
Annual Report to Shareholders for the year ended December 31, 1994.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is incorporated by reference from the
information appearing on pages 29 through 45 and from the section entitled
"Quarterly Financial Data" appearing on page 47 of the Annual Report to
Shareholders for the year ended December 31, 1994.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the fiscal years ended December 31, 1994 and 1993, there have been no
disagreements between the company and its accountants on any matter of
accounting principle or financial statement disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information as to the company's Directors is incorporated by reference from
pages 3-4 and 6-7 of the company's Proxy Statement for its 1995 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
7-13 of the company's Proxy Statement for its 1995 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 pages
5 and 6 of the company's Proxy Statement for its 1995 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.
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, 1994, are
incorporated by reference in Item 8:
Consolidated Statements of Earnings - years ended December 31,
1994, 1993, and 1992.
Consolidated Balance Sheets - December 31, 1994 and 1993.
Consolidated Statements of Stockholders' Equity - years ended
December 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows - years ended December 31,
1994, 1993 and 1992.
Notes to Consolidated Financial Statements.
(a) 2. Financial Statement Schedules. (Filed Herewith) Page No.
--------
Schedule II - Valuation and Qualifying Accounts 19
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.
(a) 3. Exhibits
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.
(Filed Herewith)
4.1 Rights Agreement dated as of December 17, 1986 between
The Ryland Group, Inc. and Maryland National Bank as amended
by The First Amendment of Rights Agreement dated as of
October 17, 1990.
(Incorporated by reference from Form 8 filed October 25,1990)
4.2 Articles Supplementary dated as of August 31, 1989.
(Incorporated by reference from Form 8-K filed
September 12, 1989)
4.3 Indenture dated as of November 2, 1989 between
The Ryland Group, Inc. and Manufacturers Hanover Trust
Company, as Trustee.
(Incorporated by reference from Exhibits to Registration
Statement on Form S-3, Registration No. 33-28692)
4.4 First Supplemental Indenture dated as of December 28, 1990
between The Ryland Group, Inc. and Manufacturers Hanover
Trust Company, as Trustee.
(Incorporated by reference from Form 8-K filed
December 31, 1990)
4.5 Indenture dated as of July 15, 1992 between The Ryland
Group, Inc. and Security Trust Company, N.A., as Trustee.
(Incorporated by reference from Form 8-K filed August 6, 1992)
4.6 Senior Subordinated Notes dated as of July 23, 1992.
(Incorporated by reference from Form 8-K filed August 6, 1992)
4.7 Senior Subordinated Notes dated as of November 4, 1993.
(Incorporated by reference from Registration Statement on
Form S-3, Registration No. 33-48071)
10.1 Form of Senior Executive Severance Agreement between The Ryland
Group, Inc., and certain of its executive officers.
(Incorporated by reference from Form 10-K for the year ended
December 31, 1989)
(a) 3. Exhibits, continued
Exhibit No.
-----------
10.2 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)
10.3 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 Employment Agreement dated as of September 30, 1993
between Alan P. Hoblitzell, Jr. and The Ryland Group, Inc.
(Incorporated by reference from Form 10-K for the year
ended December 31, 1993)
10.5 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)
10.6 Credit Agreement dated as of July 29, 1993 between The Ryland
Group, Inc. and certain banks.
(Incorporated by reference from Form 10-K for the year ended
December 31, 1993)
10.7 Restated Loan Agreement dated as of May 28, 1993, between
Ryland Mortgage Company, Associates Mortgage Funding
Corporation, BankOne, Texas, N.A., and certain lenders.
(Incorporated by reference from Form 10-K for the year ended
December 31, 1993)
10.8 Employment Agreement dated as of December 31, 1994 between
R. Chad Dreier and The Ryland Group, Inc.
(Filed Herewith)
11. Statement Re Computation of Per Share Earnings.
(Filed Herewith)
13. Annual Report to Shareholders for the year ended
December 31,1994.
(Filed Herewith)
21. Subsidiaries of the Registrant.
(Filed Herewith)
23. Consent of Ernst & Young LLP, Independent Auditors.
(Filed Herewith)
24. Power of Attorney.
(Filed Herewith)
27. Financial Data Schedule.
(Filed Herewith)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS:
10.1 Form of Senior Executive Severance Agreement between
The Ryland Group, Inc., and certain of its executive officers.
(Incorporated by reference from Form 10-K for the year ended
December 31, 1989)
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 Employment Agreement dated as of September 30, 1993
between Alan P. Hoblitzell, Jr. and The Ryland Group, Inc.
(Incorporated by reference from Form 10-K for the year ended
December 31, 1993)
10.5 1992 Non-Employee Director Equity Plan of The Ryland Group, Inc.
(Incorporated by reference from Form 10-Q for the Quarter ended
June 30, 1992)
10.8 Employment Agreement dated as of December 31,1994 between
R. Chad Dreier and The Ryland Group, Inc.
(Filed Herewith)
(b) Reports on Form 8-K filed in the fourth quarter of 1994:
There were no reports on Form 8-K filed in the fourth quarter of 1994.
THE RYLAND GROUP, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(dollar amounts in thousands)
Balance at Charged to Charged
Beginning Costs and to Other Deductions and Balance at
Description of Period Expenses Accounts Transfers (1) end of Period
------------------------------------------------------------------------------------
Valuation allowance:
Homebuilding inventory
1994 $ 53,333 $ 0 $ 0 $ (21,480) $ 31,853
1993 20,422 43,000 0 (10,089) 53,333
1992 3,650 3,191 0 13,581 20,422
Valuation allowance:
Investment and advances
to joint ventures
1994 $ 1,669 $ 0 $ 0 $ (96) $ 1,573
1993 1,180 2,680 0 (2,191) 1,669
1992 14,400 902 0 (14,122) 1,180
<FN>
(1) Deductions for homebuilding inventory are generally the result of
normal inventory turnover or land sales. In 1992, there was a transfer
from investment in and advances to joint ventures to homebuilding
inventory as the result of the acquisition of joint ventures which were
previously unconsolidated.
</FN>
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/ Michael D. Mangan March 28, 1995
----------------------------
Michael D. Mangan
Executive Vice President and
Chief Financial 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 28, 1995
----------------------------
R. Chad Dreier
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ Michael D. Mangan March 28, 1995
----------------------------
Michael D. Mangan
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
/s/ Stephen B. Cook March 28, 1995
---------------------------
Stephen B. Cook
Corporate Controller
The Board of Directors: Andre W. Brewster, James A. Flick, Jr.,
R. Chad Dreier, Robert J. Gaw, Leonard M. Harlan, L. C. Heist,
William L. Jews, William G. Kagler, John H. Mullin, III
By: /s/ R. Chad Dreier March 28, 1995
----------------------------
R. Chad Dreier
For Himself and as Attorney-in-Fact
Page Of
Sequentially
Numbered Pages
INDEX OF EXHIBITS
3.2 Amended By-Laws of The Ryland Group, Inc. 22-32
10.8 Employment Agreement dated as of
December 31, 1994 between R. Chad Dreier and
The Ryland Group, Inc. 33-46
11 Statement Re Computation of Per Share Earnings 47
13 Annual Report to Shareholders for the
year ended December 31, 1994 48-76
21 Subsidiaries of the Registrant 77
23 Consent of Ernst & Young LLP, Independent Auditors 78
24 Power of Attorney 79
27 Financial Data Schedule 80