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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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[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, 2000
[ ] 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
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
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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 (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. [ ]
The aggregate market value of the Common Stock of The Ryland Group, Inc., held
by non-affiliates of the registrant (13,256,164 shares) as of February 15, 2001,
was $647,165,926. The number of shares of common stock of The Ryland Group,
Inc., outstanding on February 15, 2001 was 13,390,673.
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DOCUMENTS INCORPORATED BY REFERENCE
NAME OF DOCUMENT LOCATION IN REPORT
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Proxy Statement for the 2001 Annual Meeting of Stockholders Parts I, III
Annual Report to Shareholders for the Year Ended December 31, 2000 Parts II, IV
Registration Statement on Form S-8, Registration 33-32431 Part 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
Registration Statement on Form S-8, Registration 33-56905 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
Registration Statement on Form S-8, Registration 33-56917 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
Registration Statement on Form S-3, Registration 33-50933 Part IV
Registration Statement on Form S-8, Registration 333-68397 Part IV
Form 10-Q for the Quarter Ended September 30, 1999 Part IV
Registration Statement on Form S-3, Registration 333-31034 Part IV
Form 8-K Filed August 24, 2000 Part IV
Form 10-Q for the Year Ended March 31, 2000 Part IV
Form 10-Q for the Quarter Ended June 30, 2000 Part IV
Form 10-Q for the Quarter Ended September 30, 2000 Part IV
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THE RYLAND GROUP, INC.
FORM 10-K
INDEX
ITEM NO.
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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 companies. Founded
in 1967, the Company has built more than 175,000 homes during its 33-year
history. In addition, the Ryland Mortgage Company ("RMC"), founded in 1978, has
provided mortgage financing and related services for more than 155,000
homebuyers.
Today, Ryland homes are available in more than 260 communities in 21 markets
across the country. The Company's home prices range from $72,000 to over
$500,000. The current average price of a Ryland home is $194,000.
The Company's operations span all the significant aspects of the home-buying
process -- from design, construction and sale to mortgage financing, title
insurance, settlement, escrow and homeowners insurance services.
As used herein, the term "Company" refers to The Ryland Group, Inc. and its
subsidiaries, unless the context indicates otherwise.
HOMEBUILDING
MARKETS Ryland markets and builds homes that are constructed on-site in three
regions which include 21 of the nation's strongest housing markets. The three
regions are the North, South and West. As of December 31, 2000, the Company
operated in the following metropolitan markets:
Region Major Markets Served
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North: Baltimore, Chicago, Cincinnati, Indianapolis, Minneapolis
and Washington, D.C./Northern Virginia
South: Atlanta, Austin, Charlotte, Dallas, Greenville, Houston,
Orlando, San Antonio and West Florida
West: Bay Area, Denver, Los Angeles, Phoenix, Sacramento and San
Diego
Ryland markets detached and attached single-family homes which are generally
targeted to entry-level and move-up buyers, as well as active adults seeking
retirement housing. The Company markets through a diverse product line which is
tailored to the local styles and preferences found 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 developing lots in a community.
The Company developed 400 new home designs in 2000 -- bringing the number of new
floor plans which the Company has introduced since 1993 to more than 1,600. The
Company generally outsources architectural services 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 homebuilders; and home resale
activity. The Company considers each of these factors upon 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, 2000, the Company operated
in 268 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 three to four 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 itself as a leader in the community through its
influence over the community's character, layout and amenities.
As of December 31, 2000, the Company had deposits and letters of credit
outstanding of $40.2 million in connection with option and land purchase
contracts having a total purchase price of $749.8 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
costs 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 team 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 during 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 its homes to
entry-level and move-up buyers, as well as to 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 models. 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 sales 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
RMC primarily provides mortgage-related products and services for the Company's
homebuilding customers. In recent years, the Company has repositioned RMC to
align its operations with the homebuilding divisions by:
- leveraging its relationship with the Company's homebuilding segment
to increase its capture rate for its homebuyers' loans;
- focusing on retail mortgage loan originations and improving the
efficiency of these activities through cost-reduction initiatives and
improved profitability per loan;
- divesting noncore assets and business lines, including the sale of
loan servicing rights; and
- creating value for Ryland home buyers through innovative and
competitive mortgage programs and related services.
RETAIL OPERATIONS
LOAN ORIGINATION In 2000, RMC'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 2000, mortgage
operations originated 7,500 loans which totaled approximately $1.2 billion, of
which 97 percent were for purchases of homes built by the Company and three
percent were for purchases of homes built by others, purchases of existing
homes, and for the refinancing of existing mortgage loans. In an effort to
increase its focus on production of the Company's homebuilder loans, RMC made
the strategic decision to reduce its third-party originations business by
exiting certain markets during 1999. The Company has increased its focus by
deploying loan officers directly to its homebuilding communities and by
utilizing traffic and prospect information generated by its homebuilding sales
and marketing staff. RMC's capture rate of Ryland's home-buying customers was 71
percent in 2000.
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.
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LOAN SERVICING The repositioning of RMC in recent years led to the sale of a
majority of its loan servicing portfolio in the first quarter of 1998 and to the
sale of its remaining portfolio during 1999. As a result, the Company no longer
services loans.
TITLE AND ESCROW SERVICES Cornerstone Title Company, a wholly owned subsidiary,
doing business as Ryland Title Company, provides title services primarily to the
Company's home buyers. As of December 31, 2000, Cornerstone Title had offices in
Colorado, Florida, Illinois, Maryland, Minnesota, 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 2000,
Cornerstone Title captured 98 percent of the title and escrow business which
related to settlement of the Company's homes in the markets in which it
operates.
INVESTMENT OPERATIONS
RMC'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
the portfolio's mortgage-backed securities.
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, carrying costs for
inventory can be significant and can result in losses from poorly performing
projects or markets. The Company must continuously seek out and acquire land not
only for expansion into new markets, but also for replacement and expansion of
land inventory within its current markets. The Company employs various measures,
including the land approval process and continuous review by senior management,
designed to control inventory risks. The Company, however, cannot assure that
these measures will avoid or eliminate inventory risk.
COMPETITION
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
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homebuilders to expand and enter new markets thereby increasing competition.
This competition could make it more difficult to acquire suitable land at
acceptable prices, force an increase in selling incentives or lower 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, cause the Company to incur substantial
compliance and other costs, and prohibit or severely restrict homebuilding
activity in certain environmentally sensitive regions or areas.
RMC 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. In addition, there are other federal and state laws and regulations which
also affect these activities. These rules and regulations 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 by state agencies, at all times, to assure compliance
with 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, as well as those
associated regulations which prohibit discrimination and require the disclosure
of certain information to mortgagors concerning credit and settlement costs.
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EMPLOYEES
At December 31, 2000, the Company employed 2,198 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 Calabasas,
California. In addition, the Company leases office space in the various markets
in which it operates.
ITEM 3. LEGAL PROCEEDINGS
Contingent liabilities may arise from obligations incurred in the ordinary
course of business or from the usual obligations of on-site housing producers
for the completion of contracts.
RMC received information from the Federal Deposit Insurance Corporation (FDIC)
regarding outstanding claims related to mortgage servicing contracts which it
entered into with the Resolution Trust Company during 1991 and 1992. RMC is
investigating these claims. No prediction can be made, at this time, regarding
the results of this investigation or whether the FDIC will initiate a civil
action against RMC in connection with these claims.
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, 2000.
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EXECUTIVE OFFICERS OF THE COMPANY
The following sets forth certain information regarding the executive officers of
the Company:
POSITION (DATE ELECTED TO POSITION)
NAME AGE OR BUSINESS EXPERIENCE
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R. Chad Dreier 53 Chairman of the Board of Directors; President and
Chief Executive Officer of the Company
Mark L. Beisswanger 40 President of the West Region of Ryland Homes (2000);
Vice President of the West Region of Ryland
Homes (1999); President and CEO of Alpine
Capital, L.L.C. (1996-1999)
Robert J. Cunnion III 45 Senior Vice President, Human Resources of the Company (1999);
Vice President, Human Resources -- West Region (1993-1999)
Eric E. Elder 44 Senior Vice President, Marketing of the Company (2000);
Vice President, Marketing -- West Region (1995-1999)
David L. Fristoe 44 Senior Vice President, Controller, Chief Accounting
Officer and Chief Information 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 54 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 48 Senior Vice President, General Counsel and Secretary of the
Company (1997); Vice President, Deputy General Counsel
(1995-1996)
Gordon A. Milne 49 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)
Daniel G. Schreiner 43 Senior Vice President of the Company (1999); President of Ryland
Mortgage Company (1998); President of Kaufman and Broad
Mortgage Company (1991-1998)
Kipling W. Scott 46 Senior Vice President of the Company (1995); President of the
North Region of Ryland Homes (1997); President of the 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 the
Company's employment and severance arrangements with certain of its executive
officers, see page 10 of the Proxy Statement for the 2001 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" which appears on page 50 of
the Annual Report to Shareholders for the year ended December 31, 2000.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference from the
section entitled "Selected Financial Data" which appears on page 25 of the
Annual Report to Shareholders for the year ended December 31, 2000.
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" which appears on pages 26 through 31 of the Annual
Report to Shareholders for the year ended December 31, 2000.
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", which appears on pages 30
through 31 of the Annual Report to Shareholders for the year ended December 31,
2000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference from the
information which appears on pages 32 through 45 and from the section entitled
"Quarterly Financial Data and Common Stock Prices and Dividends" which appears
on page 50 of the Annual Report to Shareholders for the year ended December 31,
2000.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
During the fiscal years ended December 31, 2000 and 1999, 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 the 2001 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 6
through 11 of the Company's Proxy Statement for the 2001 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 the 2001 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, 2000, are incorporated
by reference in Item 8:
Consolidated Statements of Earnings -- years ended December 31,
2000, 1999 and 1998
Consolidated Balance Sheets -- December 31, 2000 and 1999
Consolidated Statements of Stockholders' Equity -- years ended
December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows -- years ended December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedule (filed herewith) Page No.
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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) 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 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 Nos. 33-50933 and 333-03791)
4.7 Senior Notes, dated as of August 29, 2000
(Incorporated by reference from Registration Statement on Form
S-3, Registration No. 333-31034)
10.1 Lease Agreement between Kilroy Realty Group and The Ryland
Group, Inc. dated December 29, 1999
(Incorporated by reference from Form 10-K for the year ended
December 31, 1999)
10.2 *1992 Equity Incentive Plan of The Ryland Group, Inc.
(Incorporated by reference from Form 10-Q for the quarter
ended June 30, 1992)
10.3 *2000 Non-Employee Director Equity Plan of The Ryland Group,
Inc., as amended
(Filed herewith)
10.4 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)
10.5 Restated Credit Agreement, dated March 31, 2000, between
Ryland Mortgage Company, Associates Mortgage Funding
Corporation, Chase Bank of Texas, N.A. and certain lenders
(Incorporated by reference from Form 10-Q for the quarter
ended March 31, 2000)
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(a) 3. Exhibits, continued
10.6 *Amended and restated Employment Agreement, dated as of
September 20, 2000, between R. Chad Dreier and The Ryland
Group, Inc.
(Incorporated by reference from Form 10-Q for the quarter
ended September 30, 2000)
10.7 *Senior Executive Severance Agreement between the executive
officers of the Company and The Ryland Group, Inc.
(Incorporated by reference from Form 10-Q for the quarter
ended September 30, 2000)
10.8 *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)
10.9 *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)
10.10 Supplement to Revolving Credit Agreement, dated as of July 31,
2000, between The Ryland Group, Inc. and certain financial
institutions
(Incorporated by reference from Form 10-Q for the quarter
ended June 30, 2000)
10.11 Amendment to the Restated Loan and Security Agreement
(Warehouse Agreement), dated as of February 18, 2000, between
Ryland Mortgage Company and certain financial institutions
(Incorporated by reference from Form 10-Q for the quarter
ended September 30, 2000)
10.12 Amended Credit Agreement, dated as of September 1, 2000,
between Ryland Mortgage Company, Associates Funding
Corporation, Chase Manhattan Bank and certain lenders
(Incorporated by reference from Form 10-Q for the quarter
ended September 31, 2000)
11 Computation of Per Share Earnings
(Filed herewith)
13 Annual Report to Shareholders for the year ended December 31,
2000
(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)
* Executive Compensation Plan or Arrangement
(b) There were no reports on Form 8-K filed in the fourth quarter of 2000.
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THE RYLAND GROUP, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(DOLLAR AMOUNTS IN THOUSANDS)
BALANCE CHARGED TO CHARGED DEDUCTIONS BALANCE AT
AT BEGINNING COSTS AND TO OTHER AND END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS TRANSFERS PERIOD (1)
- ----------- ------------ ----------- -------- ---------- -----------
Valuation allowance:
Homebuilding inventories
2000 $ 3,600 $ 11,809 $ -- $ (4,875) $ 10,534
1999 6,233 2,952 -- (5,585) 3,600
1998 2,967 4,188 -- (922) 6,233
Valuation allowance:
Investment in and advances
to joint ventures
2000 $ 1,000 $ 1,000 $ -- $ -- $ 2,000
1999 1,000 -- -- -- 1,000
1998 -- 1,000 -- -- 1,000
(1) Balances as of December 31, 2000, 1999 and 1998, 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 20, 2001
- --------------------------------------
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 20, 2001
- --------------------------------------
R. Chad Dreier
Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
/s/ Gordon A. Milne March 20, 2001
- --------------------------------------
Gordon A. Milne
Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
/s/ David L. Fristoe March 20, 2001
- --------------------------------------
David L. Fristoe
Chief Accounting Officer
All members of the Board of Directors: R. Chad Dreier, Leslie M. Frecon, William
L. Jews, William G. Kagler, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe,
Charlotte St. Martin, Paul J. Varello; and John O. Wilson
By: /s/ Timothy J. Geckle March 20, 2001
-----------------------------
Timothy J. Geckle
As Attorney-in-Fact
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Page of
Sequentially
Numbered Pages
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INDEX OF EXHIBITS
10.3 2000 Non-Employee Director Equity Plan of The Ryland Group, Inc., 19-23
as amended
11 Computation of Per Share Earnings 24
13 Annual Report to Shareholders for the Year Ended December 31, 2000 25-60
21 Subsidiaries of the Registrant 61
23 Consent of Independent Auditors 62
24 Power of Attorney 63
18