Form 8-K RYLAND GROUP INC For: Oct 23

October 23, 2014 8:10 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM�8-K

CURRENT REPORT

PURSUANT TO SECTION�13 OR 15(d)�OF THE

SECURITIES EXCHANGE ACT OF 1934

October 23, 2014

Date of Report
(Date of earliest event reported)

THE RYLAND GROUP,�INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-08029

52-0849948

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3011 Townsgate Road, Suite 200, Westlake Village, CA� 91361-3027

(Address of Principal Executive Offices)� �����������������������������(ZIP Code)

Registrant�s telephone number, including area code: (805) 367-3800

������������������������������Not Applicable������������������������������

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[ ] Written communication pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02������������������������������������������ Results of Operations and Financial Condition

On October 23, 2014, The Ryland Group,�Inc. announced financial results for the three and nine-month periods ended September�30, 2014.� A copy of this press release is attached hereto as Exhibit�99.� The information in Exhibit�99 is being furnished pursuant to Item 2.02 of Form�8-K.

The information in this report, including Exhibit�99 attached hereto, shall not be deemed to be �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01������������������������������������������ Financial Statements and Exhibits

(d)� Exhibits

Exhibit�99������������ Press release dated October 23, 2014

- 2 -



SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE RYLAND GROUP, INC.

Date: October 23, 2014

By:

�/s/ David L. Fristoe

� David L. Fristoe

��Senior Vice President, Controller and

� Chief Accounting Officer

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EXHIBIT�INDEX

Exhibit�Number

Description

99

Press release dated October 23, 2014


Exhibit 99

GRAPHIC

News Release

The Ryland Group, Inc.

www.ryland.com

FOR IMMEDIATE RELEASE

CONTACT:

Gordon Milne��� (805) 367-3720

RYLAND REPORTS RESULTS FOR THE THIRD QUARTER OF 2014

WESTLAKE VILLAGE, Calif. (October�23, 2014) � The Ryland Group,�Inc. (NYSE: RYL) today announced results for its quarter ended September�30, 2014.� Items of note included:

���������������� Pretax earnings rose by 46.2 percent to $78.9 million for the quarter ended September�30, 2014, compared to $54.0 million for the quarter ended September�30, 2013;

���������������� Net income totaled $48.5 million, or $0.85 per diluted share, for the third quarter of 2014, compared to $53.6 million, or $0.95 per diluted share, for the third quarter of 2013. Net income for the third quarter of 2013 included a $20.4 million tax benefit related to a reversal of the Company�s deferred tax asset valuation allowance;

���������������� Housing gross profit margin was 22.2 percent for the third quarter of 2014, compared to 20.6 percent for the same period in the prior year;

���������������� Selling, general and administrative expense totaled 11.2 percent of homebuilding revenues for the third quarter of 2014, compared to 11.9 percent for the third quarter of 2013;

���������������� Revenues totaled $680.2 million for the quarter ended September�30, 2014, representing an 18.0 percent increase from $576.4 million for the quarter ended September�30, 2013;

���������������� Closings increased 7.2 percent to 2,018 units for the third quarter of 2014 from 1,883 units for the same period in the prior year;

���������������� Average closing price increased 11.1 percent to $331,000 for the quarter ended September�30, 2014, from $298,000 for the same period in 2013;

���������������� New orders for the third quarter of 2014 increased by 13.6 percent in units and 19.6 percent in dollars, excluding the backlog acquired from Cornell Homes in July�2013. Including the backlog acquired from Cornell Homes in July�2013, new orders increased 7.2 percent to 1,707 units for the third quarter of 2014 from 1,592 units for the third quarter of 2013 and new order dollars rose 13.4 percent to $592.9 million for the third quarter of 2014 from $523.0 million for the same period in 2013;

���������������� Backlog rose 5.4 percent to 3,559 units at September�30, 2014, from 3,376 units at September�30, 2013.� The dollar value of the Company�s backlog was $1.2 billion at September�30, 2014, a 14.5 percent increase from $1.1 billion at September�30, 2013;

���������������� Active communities increased 15.1 percent to 327 communities at September�30, 2014, from 284 communities at September�30, 2013;

���������������� Controlled lots, including lots held in joint ventures, increased 7.0 percent to 41,476 lots at September�30, 2014, compared to 38,770 lots at December�31, 2013.� Optioned lots were 35.9 percent of total lots controlled at September�30, 2014;

���������������� Cash, cash equivalents and marketable securities totaled $501.0 million at September�30, 2014, compared to $631.2 million at December�31, 2013;

���������������� Net debt-to-capital ratio was 47.3 percent at September�30, 2014, compared to 45.8 percent at December�31, 2013; and

���������������� Repurchased 860,000 shares of the Company�s common stock during the third quarter of 2014.

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Page 2

RYLAND THIRD-QUARTER RESULTS

RESULTS FOR THE THIRD QUARTER OF 2014

For the quarter ended September�30, 2014, the Company reported net income of $48.5 million, or $0.85 per diluted share, compared to $53.6 million, or $0.95 per diluted share, for the same period in 2013. The decrease in net income was primarily due to a reversal of the Company�s deferred tax asset valuation allowance in 2013, which also restored income tax expense in 2014.

The homebuilding segments reported pretax earnings of $80.7 million for the third quarter of 2014, compared to $54.7 million for the same period in 2013.� This increase in pretax earnings was primarily due to a rise in revenues; higher housing gross profit margin; and a reduced selling, general and administrative expense ratio.

Homebuilding revenues increased 18.7 percent to $668.2 million for the third quarter of 2014 from $562.9 million for the same period in 2013.� This rise in homebuilding revenues was primarily attributable to a 7.2 percent increase in closings that totaled 2,018 units for the quarter ended September�30, 2014, compared to 1,883 units for the same period in the prior year, as well as to an 11.1 percent rise in average closing price, which was $331,000 for the third quarter of 2014, versus $298,000 for the same period in 2013.� Homebuilding revenues for the third quarter of 2014 included $441,000 from land sales, which resulted in pretax earnings of $142,000, compared to homebuilding revenues for the third quarter of 2013 that included $2.3 million from land sales, which resulted in pretax earnings of $233,000.

New orders increased 7.2 percent to 1,707 units for the quarter ended September�30, 2014, from 1,592 units for the same period in 2013.� New order units for the third quarter of 2013 included 90 backlog units from the acquisition of Cornell Homes in July�2013.� The Company had an average monthly sales absorption rate of 1.8 homes per community for the quarter ended September�30, 2014, versus 2.0 homes per community for the quarter ended September�30, 2013, and an average cancellation rate of 21.9 percent for the quarter ended September�30, 2014, versus 23.0 percent for the same period in 2013.� For the third quarter of 2014, new order dollars increased 13.4 percent to $592.9 million from $523.0 million for the third quarter of 2013.� At September�30, 2014, backlog increased 5.4 percent to 3,559 units from 3,376 units at September�30, 2013.� At September�30, 2014, the dollar value of the Company�s backlog was $1.2 billion, reflecting a 14.5 percent rise from $1.1 billion at September�30, 2013.

Housing gross profit margin was 22.2 percent for the quarter ended September�30, 2014, compared to 20.6 percent for the quarter ended September�30, 2013.� This improvement in housing gross profit margin was primarily attributable to a relative decline in direct construction costs.� In addition, a reduction in the fair value of contingent liabilities resulted in a 0.4 percent benefit to housing gross profit margin for the third quarter of 2014.� Sales incentives and price concessions totaled 6.4 percent of housing revenues for the third quarters of 2014 and 2013.

Selling, general and administrative expense totaled 11.2 percent of homebuilding revenues for the third quarter of 2014, compared to 11.9 percent for the third quarter of 2013.� This decrease in the selling, general

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Page 3

RYLAND THIRD-QUARTER RESULTS

and administrative expense ratio was primarily attributable to higher leverage that resulted from increased revenues and to lower incentive compensation expense due, in part, to a decline in stock price.

The homebuilding segments recorded no interest expense during the third quarter of 2014, compared to $1.3 million during the third quarter of 2013.� This decrease in interest expense from the third quarter of 2013 was primarily due to the capitalization of all interest incurred during the third quarter of 2014, which resulted from a higher level of inventory under development.

For the quarter ended September�30, 2014, the financial services segment reported pretax earnings of $4.6 million, compared to $6.0 million for the quarter ended September�30, 2013.� This decline was primarily attributable to a lower percentage of loan pipeline locked during the third quarter of 2014, compared to the same period in the prior year.

RESULTS FOR THE FIRST NINE MONTHS OF 2014

For the nine months ended September�30, 2014, the Company reported net income of $104.1 million, or $1.84 per diluted share, compared to $307.0 million, or $5.55 per diluted share, for the same period in 2013.� The decrease in net income was primarily due to a reversal of the Company�s deferred tax asset valuation allowance in 2013, which also restored income tax expense in 2014.

The homebuilding segments reported pretax earnings of $186.9 million for the first nine months of 2014, compared to $121.7 million for the same period in 2013.� This increase in pretax earnings was primarily due to a rise in revenues; higher housing gross profit margin; a reduced selling, general and administrative expense ratio; and a decline in interest expense.

Homebuilding revenues increased 22.2 percent to $1.7 billion for the first nine months of 2014 from $1.4 billion for the same period in 2013.� This rise in homebuilding revenues was primarily attributable to a 7.0 percent increase in closings that totaled 5,188 units for the nine months ended September�30, 2014, compared to 4,849 units for the same period in the prior year, as well as to a 14.6 percent rise in average closing price, which was $330,000 for the first nine months of 2014, versus $288,000 for the same period in 2013.� Homebuilding revenues for the first nine months of 2014 included $2.0 million from land sales, which resulted in pretax earnings of $375,000, compared to homebuilding revenues for the first nine months of 2013 that included $5.8 million from land sales, which resulted in pretax earnings of $1.6 million.

New orders increased 4.9 percent to 6,121 units for the nine months ended September�30, 2014, from 5,834 units for the same period in 2013.� The Company had an average monthly sales absorption rate of 2.2 homes per community for the nine months ended September�30, 2014, versus 2.5 homes per community for the nine months ended September�30, 2013, and an average cancellation rate of 18.1 percent for the nine months ended September�30, 2014, versus 17.1 percent for the same period in 2013.� For the first nine months of 2014, new order dollars increased 15.4 percent to $2.1 billion from $1.8 billion for the first nine months of 2013.

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Page 4

RYLAND THIRD-QUARTER RESULTS

Housing gross profit margin was 21.6 percent for the nine months ended September�30, 2014, compared to 20.3 percent for the nine months ended September�30, 2013.� This improvement in housing gross profit margin was primarily attributable to a relative decline in direct construction costs.� For the first nine months of 2014, sales incentives and price concessions totaled 6.5 percent of housing revenues, compared to 7.1 percent for the same period in 2013.

Selling, general and administrative expense totaled 11.9 percent of homebuilding revenues for the first nine months of 2014, compared to 12.6 percent for the first nine months of 2013.� This decrease in the selling, general and administrative expense ratio was primarily attributable to higher leverage that resulted from increased revenues.

The homebuilding segments recorded no interest expense during the nine months ended September�30, 2014, compared to $8.1 million during the same period in 2013.� This decrease in interest expense from the first nine months of 2013 was primarily due to the capitalization of all interest incurred during the first nine months of 2014, which resulted from a higher level of inventory under development.

For the nine months ended September�30, 2014, the financial services segment reported pretax earnings of $1.3 million, compared to $18.0 million for the same period in 2013.� This decline in pretax earnings was primarily attributable to a decrease in locked loan pipeline volume, which was due, in part, to the reversal of the accelerated timing of loan locks during 2013; an increase in litigation reserves; and higher expense related to a change in estimate of ultimate insurance loss liability.

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Page 5

RYLAND THIRD-QUARTER RESULTS

Headquartered in Southern California, Ryland is one of the nation�s largest homebuilders and a leading mortgage-finance company.� Since its founding in 1967, Ryland has built more than 310,000 homes and financed more than 255,000 mortgages.� The Company currently operates in 17 states across the country and is listed on the New York Stock Exchange under the symbol �RYL.�� For more information, please visit www.ryland.com.

Note:� Certain statements in this press release may be regarded as �forward-looking statements� within the meaning of the Private Securities Litigation Reform Act of 1995, and may qualify for the safe harbor provided for in Section�21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Company�s expectations and beliefs concerning future events, and no assurance can be given that the future results described in this press release will be achieved. These forward-looking statements can generally be identified by the use of statements that include words such as �anticipate,� �believe,� �could,� �estimate,� �expect,� �foresee,� �goal,� �intend,� �likely,� �may,� �plan,� �project,� �should,� �target,� �will� or other similar words or phrases. All forward-looking statements contained herein are based upon information available to the Company on the date of this press release. Except as may be required under applicable law, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company�s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. The factors and assumptions upon which any forward-looking statements herein are based are subject to risks and uncertainties which include, among others:

����������������� economic changes nationally or in the Company�s local markets, including volatility and increases in interest rates, the impact of, and changes in, governmental stimulus, tax and deficit reduction programs, inflation, changes in consumer demand and confidence levels and the state of the market for homes in general;

����������������� changes and developments in the mortgage lending market, including revisions to underwriting standards for borrowers and lender requirements for originating and holding mortgages, changes in government support of and participation in such market, and delays or changes in terms and conditions for the sale of mortgages originated by the Company;

����������������� the availability and cost of land and the future value of land held or under development;

����������������� increased land development costs on projects under development;

����������������� shortages of skilled labor or raw materials used in the production of homes;

����������������� increased prices for labor, land and materials used in the production of homes;

����������������� increased competition;

����������������� failure to anticipate or react to changing consumer preferences in home design;

����������������� increased costs and delays in land development or home construction resulting from adverse weather conditions or other factors;

����������������� potential delays or increased costs in obtaining necessary permits as a result of changes to laws, regulations or governmental policies (including those that affect zoning, density, building standards, the environment and the residential mortgage industry);

���������������� delays in obtaining approvals from applicable regulatory agencies and others in connection with the Company�s communities and land activities;

����������������� changes in the Company�s effective tax rate and assumptions and valuations related to its tax accounts;

����������������� the risk factors set forth in the Company�s most recent Annual Report on Form�10-K and any subsequent Quarterly report on Form�10-Q; and

����������������� other factors over which the Company has little or no control.

###

Four financial-statement pages�to follow.



THE RYLAND GROUP,�INC. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(in thousands, except share data)

Three�months�ended�September�30,

Nine�months�ended�September�30,

2014

2013

2014

2013

REVENUES

Homebuilding

$

668,238

$

562,909

$

1,715,967

$

1,404,401

Financial services

11,954

13,514

31,297

39,697

TOTAL REVENUES

680,192

576,423

1,747,264

1,444,098

EXPENSES

Cost of sales

519,893

447,077

1,346,083

1,119,487

Selling, general and administrative

75,032

67,215

204,846

176,820

Financial services

7,386

7,497

30,074

21,733

Interest

1,277

8,120

TOTAL EXPENSES

602,311

523,066

1,581,003

1,326,160

OTHER INCOME

Gain from marketable securities, net

421

148

1,254

1,414

Other income

640

481

1,800

1,116

TOTAL OTHER INCOME

1,061

629

3,054

2,530

Income from continuing operations before taxes

78,942

53,986

169,315

120,468

Tax expense (benefit)

30,414

428

65,218

(186,325

)

NET INCOME FROM CONTINUING OPERATIONS

48,528

53,558

104,097

306,793

Income from discontinued operations, net of taxes

91

167

NET INCOME

$

48,528

$

53,649

$

104,097

$

306,960

NET INCOME PER COMMON SHARE

Basic

$

1.04

$

1.16

$

2.23

$

6.67

Diluted

$

0.85

$

0.95

$

1.84

$

5.55

AVERAGE COMMON SHARES
OUTSTANDING

Basic

46,613,492

46,174,767

46,702,982

45,882,932

Diluted

58,211,583

57,678,989

58,349,280

55,658,536



THE RYLAND GROUP, INC. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30, 2014

December 31, 2013

(Unaudited)

ASSETS

Cash, cash equivalents and marketable securities

Cash and cash equivalents

$

177,698

$

227,986

Restricted cash

109,246

90,034

Marketable securities, available-for-sale

214,088

313,155

Total cash, cash equivalents and marketable securities

501,032

631,175

Housing inventories

Homes under construction

933,963

643,357

Land under development and improved lots

1,075,106

973,250

Consolidated inventory not owned

31,325

33,176

Total housing inventories

2,040,394

1,649,783

Property, plant and equipment

29,406

25,437

Mortgage loans held-for-sale

87,141

139,576

Net deferred taxes

126,432

185,904

Other

152,249

148,437

Assets of discontinued operations

30

TOTAL ASSETS

2,936,654

2,780,342

LIABILITIES

Accounts payable

221,755

172,841

Accrued and other liabilities

215,205

212,680

Financial services credit facilities

79,228

73,084

Debt

1,402,880

1,397,308

Liabilities of discontinued operations

504

TOTAL LIABILITIES

1,919,068

1,856,417

EQUITY

STOCKHOLDERS� EQUITY

Preferred stock, $1.00 par value:

Authorized�10,000 shares Series A Junior
Participating Preferred, none outstanding

-

-

Common stock, $1.00 par value:

Authorized�199,990,000 shares

Issued�46,087,214 shares at September�30, 2014
(46,234,809 shares at December�31, 2013)

46,087

46,235

Retained earnings

957,845

862,968

Accumulated other comprehensive loss

(944

)

(1,157

)

TOTAL STOCKHOLDERS� EQUITY

FOR THE RYLAND GROUP, INC.

1,002,988

908,046

NONCONTROLLING INTEREST

14,598

15,879

TOTAL EQUITY

1,017,586

923,925

TOTAL LIABILITIES AND EQUITY

$

2,936,654

$

2,780,342



THE RYLAND GROUP, INC. and Subsidiaries

SEGMENT INFORMATION (Unaudited)

Three�months�ended�September�30,

Nine�months�ended�September�30,

2014

2013

2014

2013

EARNINGS (LOSS) BEFORE TAXES (in thousands)

Homebuilding

North

$

24,422

$

15,261

$

50,170

$

31,342

Southeast

24,864

17,392

56,984

36,507

Texas

12,952

9,879

30,375

23,651

West

18,498

12,217

49,371

30,189

Financial services

4,632

6,017

1,312

17,964

Corporate and unallocated

(6,426

)

(6,780

)

(18,897

)

(19,185

)

Discontinued operations

91

167

Total

$

78,942

$

54,077

$

169,315

$

120,635

NEW ORDERS

Units

North

499

605

1,766

1,833

Southeast

484

432

1,789

1,833

Texas

345

321

1,305

1,291

West

379

234

1,261

877

Discontinued operations

1

Total

1,707

1,592

6,121

5,835

Dollars (in millions)

North

$

160

$

189

$

559

$

568

Southeast

163

130

572

501

Texas

117

104

434

398

West

153

100

518

338

Discontinued operations

Total

$

593

$

523

$

2,083

$

1,805

CLOSINGS

Units

North

607

584

1,504

1,410

Southeast

602

618

1,535

1,594

Texas

434

401

1,174

1,020

West

375

280

975

825

Discontinued operations

8

Total

2,018

1,883

5,188

4,857

Average closing price (in thousands)

North

$

318

$

305

$

319

$

299

Southeast

302

257

292

247

Texas

328

297

322

290

West

402

374

418

349

Discontinued operations

312

Total

$

331

$

298

$

330

$

288

OUTSTANDING CONTRACTS

September 30,

Units

2014

2013

North

1,094

1,042

Southeast

1,056

1,120

Texas

745

748

West

664

466

Total

3,559

3,376

Dollars (in millions)

North

$

345

$

336

Southeast

357

318

Texas

254

237

West

268

179

Total

$

1,224

$

1,070

Average price (in thousands)

North

$

316

$

322

Southeast

338

284

Texas

341

317

West

404

384

Total

$

344

$

317



THE RYLAND GROUP,�INC. and Subsidiaries

FINANCIAL SERVICES SUPPLEMENTAL INFORMATION (Unaudited)

(in thousands, except origination data)

Three�months�ended�September�30,

Nine�months�ended�September�30,

RESULTS�OF�OPERATIONS

2014

2013

2014

2013

REVENUES

Income from origination and sale of mortgage loans, net

$

8,665

$

10,339

$

22,780

$

31,455

Title, escrow and insurance

2,795

2,588

6,927

6,772

Interest and other

494

587

1,590

1,470

TOTAL REVENUES

11,954

13,514

31,297

39,697

EXPENSES

7,386

7,497

30,074

21,733

OTHER INCOME

64

89

PRETAX EARNINGS

$

4,632

$

6,017

$

1,312

$

17,964

OPERATIONAL DATA

Retail operations:

Originations (units)

1,047

1,063

2,586

2,783

Ryland Homes originations as a

percentage of total originations

99.8

%

99.8%

99.9%

99.9%

Ryland Homes origination capture rate

59.4

%

66.6%

59.9%

66.2%

OTHER�CONSOLIDATED�SUPPLEMENTAL�INFORMATION�(Unaudited)

(in�thousands)

Three�months�ended�September�30,

Nine�months�ended�September�30,

2014

2013

2014

2013

Interest incurred

$

17,376

$

17,079

$

52,194

$

50,874

Interest capitalized during the period

17,160

15,650

51,443

42,303

Amortization of capitalized interest included
in cost of sales

12,379

13,463

34,625

37,153

Depreciation and amortization

5,907

5,603

16,038

14,476




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