UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2000 or [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 1-8029 THE RYLAND GROUP, INC. (Exact name of registrant as specified in its charter) Maryland 52-0849948 (State of incorporation) (I.R.S. employer identification no.) 21800 Burbank Boulevard, Suite 300 Woodland Hills, California 91367 (818) 598-4400 (Address and telephone number of principal executive offices) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The number of shares of common stock of The Ryland Group, Inc., outstanding on May 5, 2000 was 13,056,877.1 THE RYLAND GROUP, INC. FORM 10-Q INDEX Page Number(s) -------------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at March 31, 2000 (unaudited) and December 31, 1999 1-2 Consolidated Statements of Earnings for the Three Months Ended March 31, 2000 and 1999 (unaudited) 3 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2000 and 1999 (unaudited) 4 Notes to Consolidated Financial Statements (unaudited) 5-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 INDEX OF EXHIBITS 17 2 PART I. FINANCIAL INFORMATION Item I. Financial Statements The Ryland Group, Inc. and subsidiaries CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) March 31, December 31, 2000 1999 ------------ ------------- (unaudited) ASSETS Homebuilding: Cash and cash equivalents $ 58,625 $ 36,297 Housing inventories: Homes under construction 461,500 432,735 Land under development and improved lots 450,756 389,946 ------------ ------------ Total inventories 912,256 822,681 Property, plant and equipment 29,590 26,619 Purchase price in excess of net assets acquired 21,270 21,710 Other assets 50,400 48,064 ------------ ------------ 1,072,141 955,371 ------------ ------------ Financial Services: Cash and cash equivalents 23,971 33,629 Mortgage loans held-for-sale 50,675 40,520 Mortgage-backed securities and notes receivable 101,068 99,249 Other assets 5,336 16,326 ------------ ------------ 181,050 189,724 ------------ ------------ Other Assets: Collateral for bonds payable of limited-purpose subsidiaries 29,608 39,633 Net deferred taxes 32,137 32,134 Other 34,738 31,461 ------------ ------------ Total assets $ 1,349,674 $ 1,248,323 ------------ ------------ See Notes to Consolidated Financial Statements 1 3 The Ryland Group, Inc. and subsidiaries CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) March 31, December 31, 2000 1999 ------------ ------------ (unaudited) LIABILITIES Homebuilding: Accounts payable and other liabilities $ 198,876 $ 208,133 Long-term debt 510,000 378,000 ------------ ------------ 708,876 586,133 ------------ ------------ Financial Services: Accounts payable and other liabilities 7,114 7,211 Short-term notes payable 157,450 157,458 ------------ ------------ 164,564 164,669 ------------ ------------ Other Liabilities: Bonds payable of limited-purpose subsidiaries 27,675 37,339 Other 67,317 73,645 ------------ ------------ Total liabilities 968,432 861,786 ------------ ------------ STOCKHOLDERS' EQUITY Convertible preferred stock, $1 par value: Authorized - 1,400,000 shares Issued - 334,948 shares (350,137 for 1999) 335 350 Common stock, $1 par value: Authorized - 78,600,000 shares Issued - 13,098,542 shares (13,850,819 for 1999) 13,099 13,851 Paid-in capital 57,502 71,730 Retained earnings 309,386 299,547 Accumulated other comprehensive income 920 1,059 ------------ ------------ Total stockholders' equity 381,242 386,537 ------------ ------------ Total liabilities and stockholders' equity $ 1,349,674 $ 1,248,323 ------------ ------------ Stockholders' equity per common share $ 28.38 $ 27.22 ------------ ------------ See Notes to Consolidated Financial Statements 2 4 The Ryland Group, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF EARNINGS (unaudited) (amounts in thousands, except share data) Three months ended March 31, 2000 1999 ------------ ------------ Revenues: Homebuilding: Residential revenue $ 411,449 $ 387,260 Other revenue 8,869 4,054 ------------ ------------ Total homebuilding revenue 420,318 391,314 Financial services 7,950 10,588 Limited-purpose subsidiaries 744 2,137 ------------ ------------ Total revenues 429,012 404,039 ------------ ------------ Expenses: Homebuilding: Cost of sales 352,981 327,490 Selling, general and administrative 43,178 42,406 Interest 2,546 2,609 ------------ ------------ Total homebuilding expenses 398,705 372,505 Financial services: General and administrative 5,179 5,916 Interest 2,053 2,453 ------------ ------------ Total financial services expenses 7,232 8,369 Limited-purpose subsidiaries 744 2,137 Corporate expenses 4,417 4,159 ------------ ------------ Total expenses 411,098 387,170 Earnings before taxes 17,914 16,869 Tax expense 6,986 6,748 ------------ ------------ Net earnings $ 10,928 $ 10,121 ------------ ------------ Net earnings per common share: Basic $ 0.80 $ 0.67 Diluted $ 0.78 $ 0.65 Average common shares outstanding: Basic 13,449,381 14,810,457 Diluted 14,009,823 15,669,174 See Notes to Consolidated Financial Statements 3 5 The Ryland Group, Inc. and subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (amounts in thousands) Three months ended March 31, 2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 10,928 $ 10,121 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 5,623 6,232 Increase in inventories (89,575) (43,346) Net change in other assets, payables and other liabilities (11,184) (29,698) (Increase) decrease in mortgage loans held-for-sale (10,155) 45,720 Other operating activities, net 21 (1,185) ------------ ------------ Net cash used for operating activities (94,342) (12,156) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Net additions to property, plant and equipment (7,004) (9,412) Net principal reduction of mortgage collateral 4,106 9,188 Net principal reduction of mortgage-backed securities, available-for-sale 500 3,757 Principal reduction of mortgage-backed securities, held-to-maturity 1,977 4,551 Other investing activities, net 616 (2,962) ------------ ------------ Net cash provided by investing activities 195 5,122 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Cash proceeds of long-term debt 132,000 59,498 Reduction of long-term debt 0 (60) Decrease in short-term notes payable (8) (48,243) Bond principal payments (9,744) (5,765) Common and preferred stock dividends (747) (820) Common stock repurchases (14,185) 0 Other financing activities, net (499) 2,412 ------------ ------------ Net cash provided by financing activities 106,817 7,022 ------------ ------------ Net increase (decrease) in cash and cash equivalents 12,670 (12) Cash and cash equivalents at beginning of period 69,926 49,784 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 82,596 $ 49,772 ------------ ------------ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest (net of capitalized interest) $ 5,236 $ 5,618 Cash paid for income taxes (net of refunds) $ 7,411 $ 7,404 See Notes to Consolidated Financial Statements. 4 6 The Ryland Group, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (amounts in thousands, except for share data, in all notes) Note 1. Consolidated Financial Statements The consolidated financial statements include the accounts of The Ryland Group and its wholly owned subsidiaries ("the Company"). Intercompany transactions have been eliminated in consolidation. The consolidated balance sheet as of March 31, 2000, the consolidated statements of earnings for the three months ended March 31, 2000 and 1999, and the consolidated statements of cash flows for the three months ended March 31, 2000 and 1999, have been prepared by the Company without audit. In the opinion of management, all adjustments, which include normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows at March 31, 2000, and for all periods presented, have been made. The consolidated balance sheet at December 31, 1999 is taken from the audited financial statements as of that date. Certain amounts in the consolidated statements have been reclassified to conform to the 2000 presentation. Certain information and footnote disclosures normally included in the financial statements have been condensed or omitted. These financial statements should be read in conjunction with the financial statements and related notes included in the Company's 1999 annual report to shareholders. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the operating results for the full year. Assets presented in the financial statements are net of any valuation allowances. The following table is a summary of capitalized interest: 2000 1999 -------- -------- Capitalized interest as of January 1, $ 26,970 $ 21,600 Interest capitalized 8,508 6,029 Interest amortized to cost of sales (4,645) (3,999) -------- -------- Capitalized interest as of March 31, $ 30,833 $ 23,630 -------- -------- Note 2. New Accounting Pronouncements FASB 133 In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative Instruments and Hedging Activities." In June 1999, the Financial Accounting Standards Board delayed, for one year, the effective date of FAS 133 to all years beginning after June 15, 2000. FAS 133 requires all derivatives to be recorded on the balance sheet at fair value and establishes new accounting procedures for hedges that will effect the timing of recognition and the manner in which hedging gains and losses are recognized in the Company's financial statements. The Company is currently in the process of evaluating the impact of FAS 133. The Company will adopt FAS 133 on January 1, 2001. 5 7 The Ryland Group, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued (unaudited) (amounts in thousands, except for share data, in all notes) Note 3. Segment Information Operations of the Company consist of two business segments: homebuilding and financial services. The Company's homebuilding segment specializes in the sale and construction of single-family attached and detached housing in 21 markets. The financial services segment provides mortgage-related products and services primarily for Ryland Homes' customers and conducts investment activities. Corporate expenses represent the costs of corporate functions, which support the business segments. Three months ended March 31, 2000 1999 -------- -------- Earnings before taxes Homebuilding $ 21,613 $ 18,809 Financial services 718 2,219 Corporate and other (4,417) (4,159) -------- -------- Total $ 17,914 $ 16,869 ======== ======== Note 4. Earnings Per Share Reconciliation The following table sets forth the computation of basic and diluted earnings per share. The assumed conversion of preferred stock was dilutive for the three months ended March 31, 2000 and 1999. Three months ended March 31, 2000 1999 ------------ ------------ Numerator: Net earnings $ 10,928 $ 10,121 Preferred stock dividends (185) (223) ------------ ------------ Numerator for basic earnings per share - available to common stockholders 10,743 9,898 Effect of dilutive securities - preferred stock dividends 185 223 Numerator for diluted earnings per share - available to common stockholders $ 10,928 $ 10,121 ------------ ------------ Denominator: Denominator for basic earnings per share - weighted-average shares 13,449,381 14,810,457 Effect of dilutive securities: Stock options 140,854 311,226 Equity incentive plan 77,046 137,048 Conversion of preferred shares 342,542 410,443 ------------ ------------ Dilutive potential common shares 560,442 858,717 Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions 14,009,823 15,669,174 BASIC EARNINGS PER SHARE $ 0.80 $ 0.67 DILUTED EARNINGS PER SHARE $ 0.78 $ 0.65 6 8 The Ryland Group, Inc. and subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued (unaudited) (amounts in thousands, except for share data, in all notes) Note 5. Commitments and Contingencies Refer to Part II, Other Information, Item 1, Legal Proceedings of this document for updated information regarding the Company's commitments and contingencies. Note 6. Comprehensive Income Comprehensive income consists of net income and the increase or decrease in unrealized gains or losses on the Company's available-for-sale securities and totaled $10.8 million and $10.0 million for the three months ended March 31, 2000 and 1999, respectively. Note 7. Financial Services Short-Term Notes Payable In March 2000, the Company renewed and extended a revolving credit facility used to finance investment securities in the financial services segment. The facility, previously $100 million, was renewed at $35 million. The agreement extends through March 2001, bears interest at market rates and is collateralized by investment portfolio securities. Borrowings outstanding under this facility were $18.2 million and $19.6 million at March 31, 2000 and December 31, 1999, respectively. 7 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS CONSOLIDATED For the first quarter of 2000, the Company reported consolidated net earnings from operations of $10.9 million, or $.80 per share ($.78 per share diluted). This compared with consolidated net earnings from operations of $10.1 million, or $.67 per share ($.65 per share diluted) for the first quarter of 1999. The increase of $.8 million, or $.13 per share, was driven by increased homebuilding revenue and closing volume. The homebuilding segment reported pretax earnings of $21.6 million for the first quarter of 2000, a $2.8 million increase over the $18.8 million reported for the first quarter of 1999. Homebuilding results in the first quarter increased over last year primarily due to higher closings. Pretax homebuilding margins reached 5.1 percent in the first quarter of 2000 versus 4.8 percent for the first quarter of 1999. The financial services segment reported operating pretax earnings of $.7 million for the first quarter of 2000, compared with $2.2 million for the same period in 1999. The decrease from the prior year was attributable primarily to a decrease in the holding period for loans in the fourth quarter of 1999, and a 15.8 percent decrease in originations. In addition, the decrease was partially offset by earnings growth in title operations and savings from cost-reduction initiatives. Corporate expenses represent the cost of corporate functions, which support the business segments. Corporate expenses of $4.4 million for the first quarter of 2000 were slightly higher than in the prior year. Although the Company's limited-purpose subsidiaries no longer issue mortgage-backed securities and mortgage-participation securities, they continue to hold collateral for previously issued mortgage-backed bonds in which the Company maintains a residual interest. Revenues, expenses, and portfolio balances continue to decline as the mortgage collateral pledged to secure the bonds decreases due to scheduled payments, prepayments and exercises of early redemption provisions. Revenues have approximated expenses for the last three years. 8 10 HOMEBUILDING SEGMENT Results of operations from the homebuilding segment are summarized as follows ($ amounts in thousands, except average closing price): Three months ended March 31, 2000 1999 -------- -------- Revenues Residential $411,449 $387,260 Other 8,869 4,054 -------- -------- Total 420,318 391,314 Gross profit 67,337 63,824 Selling, general and administrative expenses 43,178 42,406 Interest expense 2,546 2,609 -------- -------- Homebuilding pretax earnings $ 21,613 $ 18,809 ======== ======== Operational unit data New orders (units) 3,172 2,980 Closings (units) 2,161 2,045 Outstanding contracts at March 31 Units 4,678 4,387 Dollar value $878,849 $809,812 Average closing price $190,000 $189,000 Homebuilding revenues increased 7.4 percent for the first quarter of 2000, compared with the same period last year, due to a 5.7 percent increase in closings (2,161 homes closed compared with 2,045 homes closed in the first quarter of 1999). Gross profit margins from home sales averaged 16.0 percent for the first quarter of 2000, a 50 basis point decrease from the 16.5 percent for the first quarter of 1999. The decrease is primarily attributable to the composition of closings for the period. For the quarter ended March 31, 2000, home sales in lower-margin communities were slightly higher than in the same period in the prior year. New orders increased 6.4 percent from the first quarter of last year to 3,172 homes, representing the highest quarterly sales volume in the Company's history. Sales per community were up 3 percent with the Company operating in eight additional active communities than in the first quarter of 1999. Outstanding contracts as of March 31, 2000 were 4,678, compared with 4,387 at March 31, 1999 and 3,667 at December 31, 1999. Outstanding contracts represent the Company's backlog of sold, but not closed homes, which generally are built and closed, subject to cancellation, over the subsequent two quarters. The value of outstanding contracts at March 31, 2000 was $878.8 million, an increase of 8.5 percent from March 31, 1999 and an increase of 27.3 percent from December 31, 1999. 9 11 Selling, general and administrative expenses, as a percentage of revenue, decreased to 10.3 percent for the first quarter of 2000, versus 10.8 percent for the first quarter of 1999. Compared with the first quarter of 1999, interest expense declined slightly to $2.5 million in the first quarter of 2000. FINANCIAL SERVICES Results of operations of the Company's financial services segment are summarized as follows (amounts in thousands): Three months ended March 31, 2000 1999 ------- ------- Retail revenues Interest and net origination fees $ 618 $ 1,547 Net gains on sales of mortgages and servicing rights 2,807 3,934 Loan servicing 11 424 Title/escrow 2,049 2,032 ------- ------- Total retail revenue 5,485 7,937 Revenue from investment operations 2,465 2,651 ------- ------- Total revenues $ 7,950 $10,588 Expenses General and administrative 5,179 5,916 Interest 2,053 2,453 ------- ------- Total expenses 7,232 8,369 Pretax earnings $ 718 $ 2,219 ======= ======= Pretax earnings by line of business were as follows (amounts in thousands): Three months ended March 31, 2000 1999 ------- ------- Retail $ 123 $ 1,489 Investments 595 730 ------- ------- Total $ 718 $ 2,219 ------- ------- 10 12 OPERATIONAL DATA: Three months ended March 31, 2000 1999 ------- ------- Retail operations: Originations 1,307 1,552 Percent of Ryland Homes closings 96% 81% Ryland Homes capture rate 63% 68% Investment operations: Portfolio average balance (in millions) $ 100.7 $ 107.7 Revenues for the financial services segment decreased for the three month period ended March 31, 2000, compared with the same period of 1999. The decrease from the prior year was attributable primarily to a decrease in the holding period for loans in the fourth quarter of 1999, and a 15.8 percent decrease in originations. General and administrative expenses decreased for the three month period ended March 31, 2000, compared with the same period in the prior year, as a result of the Company's cost-reduction initiatives. Interest expense decreased 16.3 percent for the three months ended March 31, 2000 compared with 1999, due to a reduction in origination volume compared with the same period in the prior year. Retail operations include residential mortgage origination, loan servicing, and title, escrow and homeowners insurance services for retail customers. Retail operations reported pretax earnings of $.1 million for the first quarter of 2000 compared with $1.5 million for the same period last year. Mortgage origination volume decreased by 15.8 percent for the three month period ended March 31, 2000, compared with the same period last year. The decline was primarily due to a decrease in third party originations. Investment operations hold certain assets, primarily mortgage-backed securities, 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. Pretax earnings from investment operations were $.6 million for the first quarter compared with $.7 million in the prior year. The decrease was primarily the result of decreases in the average portfolio balance and the weighted average coupon rate of the portfolio, which resulted in a decline in interest and other income. 11 13 FINANCIAL CONDITION AND LIQUIDITY Cash requirements for the Company's homebuilding and financial services segments are generally provided from outside borrowings and internally generated funds. The Company believes that its current sources of cash are sufficient to finance its current requirements. The homebuilding segment's borrowings include senior notes, senior subordinated notes, an unsecured revolving credit facility, and nonrecourse secured notes payable. Senior and senior subordinated notes outstanding totaled $308 million as of March 31, 2000 and December 31, 1999. The Company uses its unsecured revolving credit facility to finance increases in its homebuilding inventory and working capital. This facility matures in October 2003, and provides for borrowings up to $375 million. There was $202 million in outstanding borrowings under this facility as of March 31, 2000 and $70 million in outstanding borrowings at December 31, 1999. The Company had letters of credit outstanding under this facility totaling $50 million at March 31, 2000 and $49 million at December 31, 1999. To finance land purchases, the Company may also use seller-financed, non-recourse secured notes payable. At March 31, 2000, such notes payable outstanding amounted to $10 million compared with $8 million at December 31, 1999. Housing inventories increased to $912 million as of March 31, 2000, from $823 million as of December 31, 1999. The increase reflects a higher sold inventory related to the significant increase in quarter-end backlog, and an increase in land under development and improved lots commensurate with growth. The increase in inventory was funded with internally generated funds and borrowings under the revolving credit facility. The financial services segment uses cash generated from operations and borrowing arrangements to finance its operations. The financial services segment has borrowing arrangements that include a credit facility which provides up to $200 million for mortgage warehouse funding and matures in May 2002; repurchase agreement facilities aggregating $150 million; and a $35 million revolving credit facility used to finance investment portfolio securities. At March 31, 2000 and December 31, 1999, the combined borrowings of the financial services segment outstanding under all agreements were $157 million. Mortgage loans, notes receivable, and mortgage-backed securities held by the limited-purpose subsidiaries were pledged as collateral for previously issued mortgage-backed bonds, the terms of which provided for the retirement of all bonds from the proceeds of the collateral. The source of cash for the bond payments was cash received from the mortgage loans, notes receivable and mortgage-backed securities. The Company has not guaranteed the debt of either the financial services segment or limited-purpose subsidiaries. During the quarter ended March 31, 2000, the Company repurchased approximately 800,000 shares of its outstanding common stock at a cost of approximately $14.2 million. In February 2000, the Board of Directors approved the repurchase of of up to one million shares of the Company's outstanding common stock. As of March 31, 2000, the Company had Board authorization to repurchase up to an additional 999,800 shares of its common stock. The Company's repurchase program has been funded through internally generated funds. 12 14 Note: Certain statements in Management's Discussion and Analysis of Financial Condition and Results of Operations may be "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. Forward-looking statements are based on various factors and assumptions that include risks and uncertainties, such as the completion and profitability of sales reported, the market for homes generally and in areas where the Company operates, the availability and cost of land, changes in economic conditions and interest rates, the availability and increases in raw material and labor costs, consumer confidence, government regulations, and general competitive factors, all or each of which may cause actual results to differ materially. 13 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no other material changes in the Company's market risk from December 31, 1999. For information regarding the Company's market risk, refer to Form 10-K for the fiscal year ended December 31, 1999, of The Ryland Group, Inc. 14 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is party to various legal proceedings generally incidental to its businesses. Based on evaluation of these 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 overall financial condition of the Company. Page Number ----------- Item 6. Exhibits and Reports on Form 8-K A. Exhibits 10.6 Restated Credit Agreement dated as of March 31, 2000, 18-31 Between Ryland Mortgage Company; Associates Mortgage Funding Corporation; Chase Bank of Texas, N.A.; and certain lenders. (filed herewith) 27 Financial Data Schedule (filed herewith) 32 B. Reports on Form 8-K. No reports on Form 8-K were filed during the first quarter of 2000. 15 17 SIGNATURES Pursuant to the requirements 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. Registrant May 12, 2000 By: /s/ Gordon A. Milne Date ------------------- Gordon A. Milne Senior Vice President and Chief Financial Officer (Principal Financial Officer) May 12, 2000 By: /s/ David L. Fristoe Date -------------------- David L. Fristoe Senior Vice President and Corporate Controller (Principal Accounting Officer) 16 18 INDEX OF EXHIBITS A. Exhibits Page of Sequentially Exhibit No. Numbered Pages -------------- 10.6 Restated Credit Agreement dated as of March 31, 2000, 18-31 Between Ryland Mortgage Company; Associates Mortgage Funding Corporation; Chase Bank of Texas, N.A.; and certain lenders. (filed herewith) 27 Financial Data Schedule (filed herewith) 32 17 19