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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED April 30, 2003
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 1-9186
Toll Brothers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 23-2416878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
by higher income realized from our ancillary businesses.
3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip Code)
(215) 938-8000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). 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:
Common Stock, $.01 par value: 69,867,783 shares at June 4, 2003.
TOLL BROTHERS, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
Statement on Forward-Looking Information 1
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
at April 30, 2003 and October 31, 2002 2
Condensed Consolidated Statements of Income
(Unaudited) For the Six Months and Three
Months Ended April 30, 2003 and 2002 3
Condensed Consolidated Statements of Cash Flows
(Unaudited) For the Six Months Ended
April 30, 2003 and 2002 4
Notes to Condensed Consolidated Financial
Statements (Unaudited) 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16
ITEM 3. Quantitative and Qualitative Disclosures
About Market Risk 25
ITEM 4. Controls and Procedures 26
PART II. Other Information
Item 1. Legal Proceedings 27
Item 2. Changes in Securities and Use of Proceeds 27
Item 3. Defaults upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits and Reports on Form 8-K 28
SIGNATURES 28
CERTIFICATIONS 29
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein and in our other reports, SEC filings,
statements and presentations is forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but not limited to,
statements concerning our anticipated operating results, financial resources,
changes in revenues, changes in profitability, anticipated income to be realized
from our investments in joint ventures and the Toll Realty Trust Group, interest
expense, growth and expansion, ability to acquire land, ability to sell homes
and properties, ability to deliver homes from backlog, ability to gain approvals
and to open new communities, ability to secure materials and subcontractors,
average delivered prices of homes, ability to maintain the liquidity and capital
necessary to expand and take advantage of future opportunities and stock market
valuations. In some cases you can identify those so called forward-looking
statements by words such as "may," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential," "project," "intend," "can,"
"could," "might," or "continue" or the negative of those words or other
comparable words. Such forward-looking information involves important risks and
uncertainties that could significantly affect actual results and cause them to
differ materially from expectations expressed herein and in our other reports,
SEC filings, statements and presentations. These risks and uncertainties include
local, regional and national economic and political conditions, the consequences
of any future terrorist attacks such as those that occurred on September 11,
2001, the effects of governmental regulation, the competitive environment in
which we operate, fluctuations in interest rates, changes in home prices, the
availability and cost of land for future growth, the availability of capital,
fluctuations in capital and securities markets, the availability and cost of
labor and materials, and weather conditions.
Additional information concerning potential factors that we believe could cause
our actual results to differ materially from expected and historical results is
included under the caption "Factors That May Affect Our Future Results" in Item
1 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2002.
If one or more of the assumptions underlying our forward-looking statements
proves incorrect, then our actual results, performance or achievements could
differ materially from those expressed in, or implied by the forward-looking
statements contained in this report. Therefore, we caution you not to place
undue reliance on our forward-looking statements. This statement is provided as
permitted by the Private Securities Litigation Reform Act of 1995.
When this report uses the words "we," "us," and "our," they refer to Toll
Brothers, Inc. and its subsidiaries, unless the context otherwise requires.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
April 30, October 31,
2003 2002
--------------- ---------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 211,320 $ 102,337
Inventory 2,737,340 2,551,061
Property, construction and office
equipment, net 40,530 38,496
Receivables, prepaid expenses and
other assets 91,079 93,310
Mortgage loans receivable 67,271 63,949
Customer deposits held in escrow 24,977 23,019
Investments in and advances to
unconsolidated entities 29,632 23,193
--------------- ---------------
$3,202,149 $2,895,365
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $ 255,034 $ 253,194
Senior notes 298,135 -
Senior subordinated notes 719,971 819,663
Mortgage company warehouse loan 60,008 48,996
Customer deposits 150,801 134,707
Accounts payable 113,364 126,391
Accrued expenses 297,094 281,275
Income taxes payable 92,657 101,630
--------------- ---------------
Total liabilities 1,987,064 1,765,856
--------------- ---------------
Stockholders' equity:
Preferred stock
Common stock 740 740
Additional paid-in capital 104,020 102,600
Retained earnings 1,200,078 1,101,799
Treasury stock (89,753) (75,630)
--------------- ---------------
Total stockholders' equity 1,215,085 1,129,509
--------------- ---------------
$3,202,149 $2,895,365
=============== ===============
See accompanying notes
2
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Six months ended Three months ended
April 30, April 30,
----------------------------------- -----------------------------------
2003 2002 2003 2002
----------------------------------- -----------------------------------
Revenues:
Housing sales $1,158,863 $1,021,813 $600,977 $539,111
Land sales 13,387 14,041 3,953 7,618
Equity earnings (loss)
from unconsolidated
entities 145 1,497 (108) 1,497
Interest and other 5,797 5,324 3,110 2,270
----------------------------------- -----------------------------------
1,178,192 1,042,675 607,932 550,496
----------------------------------- -----------------------------------
Costs and expenses:
Housing sales 842,406 740,063 437,234 388,638
Land sales 10,717 9,178 3,103 4,961
Selling, general and
administrative expenses 133,138 110,992 67,515 58,594
Interest 32,505 29,632 16,464 15,477
Expenses related to
early retirement
of debt 3,890 - - -
----------------------------------- -----------------------------------
1,022,656 889,865 524,316 467,670
----------------------------------- -----------------------------------
Income before income taxes 155,536 152,810 83,616 82,826
Income taxes 57,257 55,806 30,751 30,316
----------------------------------- -----------------------------------
Net income $ 98,279 $ 97,004 $ 52,865 $ 52,510
=================================== ===================================
Earnings per share:
Basic $1.40 $1.38 $0.76 $0.74
Diluted $1.33 $1.29 $0.72 $0.69
Weighted average number of shares:
Basic 70,133 70,425 69,859 70,849
Diluted 73,955 75,241 73,601 76,237
See accompanying notes
3
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Six months ended
April 30,
------------------------------------------
2003 2002
-------------------- --------------------
Cash flows from operating activities:
Net income $ 98,279 $ 97,004
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 5,928 5,363
Equity from earnings of unconsolidated
entities (145) (1,497)
Deferred tax provision (benefit) 2,035 (602)
Provision for write-offs 2,330 1,709
Write-off of unamortized debt issuance costs 973 -
Changes in operating assets and liabilities:
Increase in inventory (165,752) (211,907)
Origination of mortgage loans (291,613) (160,551)
Sale of mortgage loans 286,098 161,438
Decrease (increase) in receivables, prepaid
expenses and other assets 1,154 (9,149)
Increase in customer deposits 16,094 21,541
Increase in accounts payable
and accrued expenses 13,614 25,001
Decrease in current income taxes payable (10,697) (6,593)
-------------------- --------------------
Net cash used in operating activities (41,702) (78,243)
-------------------- --------------------
Cash flows from investing activities:
Purchase of property, construction
and office equipment, net (7,061) (7,560)
Investments in unconsolidated entities (7,346) (2,200)
Distributions from unconsolidated entities 1,050 2,800
-------------------- --------------------
Net cash used in
investing activities (13,357) (6,960)
-------------------- --------------------
Cash flows from financing activities:
Proceeds from loans payable 510,975 167,985
Principal payments of loans payable (520,980) (305,342)
Net proceeds from issuance of public debt 297,885 149,748
Redemption of subordinated debt (100,000) -
Proceeds from stock-based benefit plans 1,509 11,360
Purchase of treasury stock (25,347) (5,926)
-------------------- --------------------
Net cash provided by financing activities 164,042 17,825
-------------------- --------------------
Increase (decrease) in cash and cash equivalents 108,983 (67,378)
Cash and cash equivalents, beginning of period 102,337 182,840
-------------------- --------------------
Cash and cash equivalents, end of period $ 211,320 $ 115,462
==================== ====================
See accompanying notes
4
TOLL BROTHERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for interim financial information. The October 31, 2002
balance sheet amounts and disclosures included herein have been derived from our
October 31, 2002 audited financial statements. Since the accompanying condensed
consolidated financial statements do not include all the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements, we suggest that they be read in
conjunction with the financial statements and notes thereto included in our
October 31, 2002 Annual Report on Form 10-K. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all
adjustments, which are of a normal recurring nature, necessary to present fairly
our financial position as of April 30, 2003, the results of our operations for
the six months and three months ended April 30, 2003 and 2002 and our cash flows
for the six months ended April 30, 2003 and 2002. The results of operations for
such interim periods are not necessarily indicative of the results to be
expected for the full year.
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," provides guidance on financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The
adoption of SFAS No. 144 as of November 1, 2002 did not have a material impact
on our financial condition or results of operations.
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement 13, and Technical Corrections," requires all gains and losses
from the extinguishment of debt to be included as an item from continuing
operations. The provisions of SFAS No. 145 relating to the rescission of SFAS
No. 4, "Reporting Gains and Losses from Extinguishment of Debt," became
effective for our fiscal year ending October 31, 2003. For the six months ended
April 30, 2003 and the three months ended January 31, 2003, we recognized a
pretax charge of approximately $3.9 million related to the retirement in
December 2002 of our 8 3/4% Senior Subordinated Notes due 2006. Under previous
accounting principles generally accepted in the United States, this charge would
have been treated as an extraordinary item.
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure", which amends SFAS No. 123, provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based compensation. It also requires prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. We have not elected to change to the fair- value based method of
accounting for stock-based employee compensation. The financial disclosures
required by SFAS No. 148 have been provided in the notes to the financial
statements. The Financial Accounting Standards Board ("FASB") recently announced
that it intends to have a new rule in place by the end of 2004 that requires
stock based compensation be treated as a cost that is reflected in the financial
statements.
5
The FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby
letters of credit. It also clarifies that at the time a company issues a
guarantee, the company must recognize an initial liability for the fair value,
or market value, of the obligation it assumes under the guarantee and must
disclose that information in its interim and annual financial statements. The
provisions related to recognizing a liability at inception of the guarantee for
the fair value of the guarantor's obligations does not apply to product
warranties. The initial recognition and initial measurement provisions apply on
a prospective basis to guarantees issued or modified after December 31, 2002.
The adoption of the initial recognition and initial measurement provisions of
FIN 45 did not have a material effect on our financial position or results of
operations. The disclosures related to product warranty costs required by FIN 45
have been provided in the notes to the financial statements.
The FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities, an interpretation of ARB No. 51" ("FIN 46"). A Variable Interest
Entity ("VIE") is an entity with insufficient equity investment or in which the
equity investors lack some of the characteristics of a controlling financial
interest. Pursuant to FIN 46, an enterprise that absorbs a majority of the
expected losses of the VIE must consolidate the VIE. FIN 46 is effective
immediately for VIE's created after January 31, 2003. For VIE's created before
January 31, 2003, FIN 46 must be applied at the beginning of the first interim
or annual reporting period beginning after June 15, 2003 (our quarter ending
October 31, 2003). FIN 46 may apply to certain of our option contracts to
acquire land. We are in the process of evaluating the applicability of FIN 46 to
these contracts. We do not believe that the adoption of FIN 46 will have a
material effect on our financial position or results of operations.
Certain prior year amounts have been reclassified to conform with the fiscal
2003 presentation.
2. Inventory
Inventory consisted of the following (amounts in thousands):
April 30, October 31,
2003 2002
-------------- ---------------
Land and land development costs $774,448 $772,796
Construction in progress 1,636,228 1,491,108
Sample homes and sales offices 179,226 163,722
Land deposits and costs of future
development 137,231 114,212
Other 10,207 9,223
-------------- ---------------
$2,737,340 $2,551,061
============== ===============
Construction in progress includes the cost of homes under construction, land and
land development costs and the carrying costs of lots that have been
substantially improved.
6
We capitalize certain interest costs to inventory during the development and
construction period. Capitalized interest is charged to interest expense when
the related inventory is closed. Interest incurred, capitalized and expensed for
the six-month and three-month periods ended April 30, 2003 and 2002 are
summarized as follows (amounts in thousands):
Six months ended Three months ended
April 30, April 30,
---------------------------------- ---------------------------------
2003 2002 2003 2002
---------------------------------- ---------------------------------
Interest capitalized,
beginning of period $123,637 $ 98,650 $133,314 $106,542
Interest incurred 51,031 45,243 25,249 22,608
Interest expensed (32,505) (29,632) (16,464) (15,477)
Write-off to cost of sales (91) (624) (27) (36)
---------------------------------- ---------------------------------
Interest capitalized,
end of period $142,072 $113,637 $142,072 $113,637
================================== =================================
3. Senior Notes and Senior Subordinated Notes
On November 22, 2002, we issued $300 million of 6.875% Senior Notes due 2012. We
redeemed all of the $100 million outstanding 8 3/4% Senior Subordinated Notes
due 2006 on December 27, 2002 at a price of 102.917% of the principal amount. We
recognized a pretax charge of $3.9 million in the first quarter of fiscal 2003
representing the premium paid on redemption and the write-off of unamortized
bond issuance costs. We also repaid $80 million of borrowing under our revolving
credit facility on December 2, 2002. The remaining proceeds have been used for
general corporate purposes.
4. Earnings per Share Information
Information pertaining to the calculation of earnings per share for the six-
month and three-month periods ended April 30, 2003 and 2002 are as follows
(amounts in thousands):
Six months ended Three months ended
April 30, April 30,
----------------------------- -----------------------------
2003 2002 2003 2002
----------------------------- -----------------------------
Basic weighted average
shares 70,133 70,425 69,859 70,849
Common stock equivalents 3,822 4,816 3,742 5,388
----------------------------- -----------------------------
Diluted weighted average
shares 73,955 75,241 73,601 76,237
============================= =============================
5. Stock Repurchase Program
In March 2003, our Board of Directors re-authorized the repurchase of up to 10
million shares of our common stock, par value $.01, from time to time, in open
market transactions or otherwise, for the purpose of providing shares for our
various employee benefit plans. For the six-month and three-month periods ended
April 30, 2003, we repurchased approximately 1.3 million shares and 1.1 million
shares, respectively. At April 30, 2003, we had approximately 9.8 million shares
remaining under the repurchase authorization.
7
6. Warranty Costs
We accrue for the expected warranty costs at the time each home is closed and
title and possession have been transferred to the homebuyer. Costs are accrued
based upon historical experience. Changes in the warranty accrual for the
six-month and three-month periods ended April 30, 2003 are as follows (amounts
in thousands):
Six months ended Three months ended
April 30, 2003 April 30, 2003
-------------------------- -----------------------------
Balance, beginning of period $ 29,198 $ 29,906
Additions during period 8,388 4,042
Charges incurred in period (6,772) (3,134)
-------------------------- -----------------------------
Balance, end of period $ 30,814 $ 30,814
========================== =============================
7. Related Party Transaction
In December 2002, we agreed to sell a 62.2 acre parcel of land to Toll Brothers
Realty Trust Group (the "Trust") for $9.8 million. Because we own one-third of
the Trust, we will only recognize two-thirds of the revenue, cost and profit on
the sale. The remaining one-third of the cost will be included in our investment
in the Trust. The sale was completed in May 2003. For additional information
about this transaction see "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Policies -
Joint Venture Accounting" in this Form 10-Q.
8. Stock Based Benefit Plans
SFAS No. 123, "Accounting for Stock-Based Compensation," requires the disclosure
of the estimated value of employee option grants and their impact on net income
using option pricing models that are designed to estimate the value of options
that, unlike employee stock options, can be traded at any time and are
transferable. In addition to restrictions on trading, employee stock options may
include other restrictions such as vesting periods and periods of time when they
cannot be exercised. Further, such models require the input of highly subjective
assumptions, including the expected volatility of the stock price. Therefore, in
management's opinion, the existing models do not provide a reliable single
measure of the value of employee stock options.
For the purposes of providing the pro forma disclosures, the fair value of
options granted was estimated using the Black-Scholes option pricing model with
the following weighted-average assumptions used for grants in each of the
six-month and three-month periods ended April 30, 2003 and 2002.
2003 2002
-------------------- --------------------
Risk-free interest rate 3.53% 5.02%
Expected life (years) 7.1 7.5
Volatility 43.37% 41.30%
Dividends none none
8
Net income and net income per share as reported in these condensed consolidated
financial statements and on a pro forma basis, as if the fair-value-based method
described in SFAS No. 123 had been adopted, for the six-month and three-month
periods ended April 30, 2003 and 2002 were as follows (amounts in thousands,
except per share amounts):
Six months ended Three months ended
-------------------------------- ---------------------------------
2003 2002 2003 2002
-------------------------------- ---------------------------------
Net income:
As reported $98,279 $97,004 $52,865 $52,510
Pro forma $90,994 $89,596 $49,177 $48,927
Basic net income
per share:
As reported 1.40 $1.38 $0.76 $0.74
Pro forma 1.30 $1.27 $0.70 $0.69
Diluted net income
per share:
As reported 1.33 $1.29 $0.72 $0.69
Pro forma 1.23 $1.19 $0.67 $0.64
Weighted-average grant
date fair value per
share of options
granted $10.24 $11.17 $10.24 $11.17
9. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flows for
the six months ended April 30, 2003 and 2002 (amounts in thousands):
2003 2002
---------------- ----------------
Supplemental disclosure of cash flow information:
Interest paid, net of
capitalized amounts $7,695 $6,605
================ ================
Income taxes paid $64,368 $63,000
================ ================
Supplemental disclosures of non-cash activities:
Cost of residential inventories acquired
through seller financing $22,857 $8,052
================ ================
Income tax benefit relating to exercise
of employee stock options $312 $5,583
================ ================
Stock bonus award $9,643 $6,853
================ ================
Contribution to employee retirement plan $1,180 $883
================ ================
9
10. Supplemental Guarantor Information
Our wholly-owned, indirect subsidiary, Toll Brothers Finance Corp. (the
"Subsidiary Issuer"), issued senior debt on November 22, 2002. The obligations
of the Subsidiary Issuer to pay principal, premiums, if any, and interest is
guaranteed jointly and severally on a senior basis by Toll Brothers, Inc. and
substantially all of our wholly-owned homebuilding subsidiaries (the "Guarantor
Subsidiaries"). The guarantees are full and unconditional. Our non-homebuilding
subsidiaries (the "Non-Guarantor Subsidiaries") did not guarantee the debt.
Separate financial statements and other disclosures concerning the Guarantor
Subsidiaries are not presented because management has determined that such
disclosures would not be material to investors. Prior to the senior debt
issuance, the Subsidiary Issuer did not have any operations.
Supplemental consolidating financial information of Toll Brothers, Inc., the
Subsidiary Issuer, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries
and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis
are as follows:
Consolidating Balance Sheet at April 30, 2003 (amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
----------------------------------------------------------------------------------------
ASSETS
Cash & cash equivalents 206,971 4,349 211,320
Inventory 2,737,015 325 2,737,340
Property, construction
& office equipment - net 30,573 9,957 40,530
Receivables, prepaid
expenses and other assets 788 53,541 36,750 91,079
Mortgage loans receivable 67,271 67,271
Customer deposits held
in escrow 24,977 24,977
Investments in & advances to
unconsolidated entities 29,632 29,632
Investments in & advances to
consolidated entities 1,309,296 306,400 (314,925) 3,720 (1,304,491) -
----------------------------------------------------------------------------------------
1,309,296 307,188 2,767,784 122,372 (1,304,491) 3,202,149
========================================================================================
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Loans payable 250,424 4,610 255,034
Senior notes 298,135 298,135
Senior subordinated notes 719,971 719,971
Mortgage company
warehouse loan 60,008 60,008
Customer deposits 150,801 150,801
Accounts payable 113,356 8 113,364
Accrued expenses 9,053 243,145 44,896 297,094
Income taxes payable 94,211 (1,554) 92,657
----------------------------------------------------------------------------------------
Total liabilities 94,211 307,188 1,477,697 107,968 - 1,987,064
----------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock 740 3,003 (3,003) 740
Additional paid-in capital 104,020 4,420 1,734 (6,154) 104,020
Retained earnings 1,200,078 1,285,667 9,667 (1,295,334) 1,200,078
Treasury stock (89,753) (89,753)
----------------------------------------------------------------------------------------
Total equity 1,215,085 - 1,290,087 14,404 (1,304,491) 1,215,085
----------------------------------------------------------------------------------------
1,309,296 307,188 2,767,784 122,372 (1,304,491) 3,202,149
========================================================================================
10
Consolidating Balance Sheet at October 31, 2002 (amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
-------------------------------------------------------------------------------------
ASSETS
Cash & cash equivalents 99,815 2,522 102,337
Inventory 2,550,708 353 2,551,061
Property, construction
& office equipment - net 29,036 9,460 38,496
Receivables, prepaid
expenses and other assets (368) 68,287 24,813 578 93,310
Mortgage loans receivable 2,193 61,756 63,949
Customer deposits held
in escrow 23,019 23,019
Investments in & advances to
unconsolidated entities 23,193 23,193
Investments in & advances to
consolidated entities 1,231,507 (37,580) 10,464 (1,204,391) -
-------------------------------------------------------------------------------------
1,231,139 - 2,758,671 109,368 (1,203,813) 2,895,365
=====================================================================================
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Loans payable 241,151 12,043 253,194
Senior subordinated notes 819,663 819,663
Mortgage company
warehouse loan 48,996 48,996
Customer deposits 134,707 134,707
Accounts payable 126,324 67 126,391
Accrued expenses 244,868 36,407 281,275
Income taxes payable 101,630 101,630
-------------------------------------------------------------------------------------
Total liabilities 101,630 - 1,566,713 97,513 - 1,765,856
-------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common stock 740 3,003 (3,003) 740
Additional paid-in capital 102,600 4,420 1,734 (6,154) 102,600
Retained earnings 1,101,799 1,187,538 7,118 (1,194,656) 1,101,799
Treasury stock (75,630) (75,630)
-------------------------------------------------------------------------------------
Total equity 1,129,509 - 1,191,958 11,855 (1,203,813) 1,129,509
-------------------------------------------------------------------------------------
1,231,139 - 2,758,671 109,368 (1,203,813) 2,895,365
=====================================================================================
11
Consolidating Statement of Income for the Six Months ended April 30, 2003
(amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
----------------------------------------------------------------------------------------
Revenues:
Home sales 1,158,863 1,158,863
Land sales 13,387 13,387
Equity earnings 145 145
Earnings from
subsidiaries 155,543 (155,543) -
Other (4) 9,171 5,386 14,139 (22,895) 5,797
----------------------------------------------------------------------------------------
155,539 9,171 1,177,781 14,139 (178,438) 1,178,192
----------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 851,784 1,376 (37) 853,123
Selling, general
and administrative 3 34 134,107 8,260 (9,266) 133,138
Interest 9,137 32,457 707 (9,796) 32,505
Expenses related to
retirement of debt 3,890 3,890
----------------------------------------------------------------------------------------
3 9,171 1,022,238 10,343 (19,099) 1,022,656
----------------------------------------------------------------------------------------
Income before
income taxes 155,536 - 155,543 3,796 (159,339) 155,536
Income taxes 57,257 57,259 1,403 (58,662) 57,257
----------------------------------------------------------------------------------------
Net income 98,279 - 98,284 2,393 (100,677) 98,279
========================================================================================
Consolidating Statement of Income for the Six Months ended April 30, 2002
(amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
----------------------------------------------------------------------------------------
Revenues:
Home sales 1,021,813 1,021,813
Land sales 14,041 14,041
Equity earnings 1,497 1,497
Earnings from
subsidiaries 152,817 (152,817) -
Other 5,542 8,347 (8,565) 5,324
----------------------------------------------------------------------------------------
152,817 - 1,042,893 8,347 (161,382) 1,042,675
----------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 748,288 2,047 (1,094) 749,241
Selling, general
and administrative 7 112,217 4,242 (5,474) 110,992
Interest 29,571 469 (408) 29,632
----------------------------------------------------------------------------------------
7 - 890,076 6,758 (6,976) 889,865
----------------------------------------------------------------------------------------
Income before
income taxes 152,810 - 152,817 1,589 (154,406) 152,810
Income taxes 55,806 55,808 500 (56,308) 55,806
----------------------------------------------------------------------------------------
Net income 97,004 - 97,009 1,089 (98,098) 97,004
========================================================================================
12
Consolidating Statement of Income for the Three Months ended April 30, 2003
(amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
-------------------------------------------------------------------------------------------
Revenues:
Home sales 600,977 600,977
Land sales 3,953 3,953
Equity earnings (108) (108)
Earnings from
subsidiaries 83,623 (83,623) -
Other (4) 5,224 2,925 7,273 (12,308) 3,110
-------------------------------------------------------------------------------------------
83,619 5,224 607,747 7,273 (95,931) 607,932
-------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 439,811 622 (96) 440,337
Selling, general
and administrative 3 20 67,871 4,368 (4,747) 67,515
Interest 5,204 16,442 361 (5,543) 16,464
-------------------------------------------------------------------------------------------
3 5,224 524,124 5,351 (10,386) 524,316
-------------------------------------------------------------------------------------------
Income before
income taxes 83,616 - 83,623 1,922 (85,545) 83,616
Income taxes 30,751 30,753 711 (31,464) 30,751
-------------------------------------------------------------------------------------------
Net income 52,865 - 52,870 1,211 (54,081) 52,865
===========================================================================================
Consolidating Statement of Income for the Three Months ended April 30, 2002
(amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
-------------------------------------------------------------------------------------------
Revenues:
Home sales 539,111 539,111
Land sales 7,618 7,618
Equity earnings 1,497 1,497
Earnings from
subsidiaries 82,833 (82,833) -
Other 2,583 4,244 (4,557) 2,270
-------------------------------------------------------------------------------------------
82,833 - 550,809 4,244 (87,390) 550,496
-------------------------------------------------------------------------------------------
Costs and expenses
Cost of sales 393,110 1,719 (1,230) 393,599
Selling, general
and administrative 7 59,415 1,478 (2,306) 58,594
Interest 15,451 198 (172) 15,477
-------------------------------------------------------------------------------------------
7 - 467,976 3,395 (3,708) 467,670
-------------------------------------------------------------------------------------------
Income before
income taxes 82,826 - 82,833 849 (83,682) 82,826
Income taxes 30,316 30,318 227 (30,545) 30,316
-------------------------------------------------------------------------------------------
Net income 52,510 - 52,515 622 (53,137) 52,510
===========================================================================================
13
Consolidating Statement of Cash Flows for the Six Months ended April 30, 2003
(amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
--------------------------------------------------------------------------------
Cash flows from
operating activities
Net income 98,279 98,284 2,393 (100,677) 98,279
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities
Depreciation & amortization 85 5,004 839 5,928
Deferred tax provision (benefit) 3,417 (1,382) 2,035
Provision for write-offs 2,330 2,330
Equity earnings (145) (145)
Expenses related to
retirement of debt 973 973
Changes in operating
assets and liabilities
Increase in inventory (165,780) 28 (165,752)
Origination of mortgage loans (291,613) (291,613)
Sale of mortgage loans 286,098 286,098
Decrease in receivables,
prepaid expense and other (78,156) (307,023) 290,693 (5,037) 100,677 1,154
Increase in customer deposits 16,094 16,094
Increase in accounts payable
and accrued expenses 10,823 9,053 (14,692) 8,430 13,614
Decrease in current
taxes payable (10,525) (172) (10,697)
--------------------------------------------------------------------------------
Net cash used in
operating activities 23,838 (297,885) 232,761 (416) - (41,702)
--------------------------------------------------------------------------------
Cash flows from
investing activities
Purchase of property,
construction &
office equipment (5,725) (1,336) (7,061)
Investment in
unconsolidated entities (7,346) (7,346)
Distributions from
unconsolidated entities 1,050 1,050
--------------------------------------------------------------------------------
Net cash used in
investing activities - - (12,021) (1,336) - (13,357)
--------------------------------------------------------------------------------
Cash flows from
financing activities
Proceeds from loans payable 240,670 270,305 510,975
Principal payments on
loans payable (254,254) (266,726) (520,980)
Net proceeds from issuance of
public debt 297,885 297,885
Redemption of public debt (100,000) (100,000)
Proceeds from stock-based
benefit plans 1,509 1,509
Purchase of treasury shares (25,347) (25,347)
--------------------------------------------------------------------------------
Net cash provided by
financing activities (23,838) 297,885 (113,584) 3,579 - 164,042
Increase in cash
& equivalents - - 107,156 1,827 - 108,983
Cash & equivalents,
beginning of period 99,815 2,522 102,337
--------------------------------------------------------------------------------
Cash & equivalents,
end of period - - 206,971 4,349 - 211,320
================================================================================
14
Consolidating Statement of Cash Flows for the Six Months ended April 30, 2002
(amounts in thousands $)
Toll Subsid- Guarantor Non- Elim- Consol-
Brothers, iary Subsid- Guarantor inations idated
Inc. Issuer iaries Subsid-
iaries
-----------------------------------------------------------------------------------
Cash flows from
operating activities
Net income 97,004 97,009 1,089 (98,098) 97,004
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities
Depreciation & amortization 5,007 356 5,363
Deferred tax benefit (602) (602)
Provision for write-offs 1,709 1,709
Equity earnings (1,497) (1,497)
Changes in operating
assets and liabilities
Increase in inventory (212,501) 594 (211,907)
Origination of mortgage loans (160,551) (160,551)
Sale of mortgage loans 161,438 161,438
Increase in receivables,
prepaid expense and other (102,979) (1,311) (2,957) 98,098 (9,149)
Increase in customer deposits 21,541 21,541
Increase in accounts payable
and accrued expenses 7,736 13,659 3,606 25,001
Decrease in current
taxes payable (6,593) (6,593)
-----------------------------------------------------------------------------------
Net cash used in
operating activities (5,434) - (76,384) 3,575 - (78,243)
-----------------------------------------------------------------------------------
Cash flows from
investing activities
Purchase of property,
construction &
office equipment (4,380) (3,180) (7,560)
Investment in
unconsolidated entities (2,200) (2,200)
Distributions from
unconsolidated entities 2,800 2,800
-----------------------------------------------------------------------------------
Net cash used in
investing activities - - (3,780) (3,180) - (6,960)
-----------------------------------------------------------------------------------
Cash flows from
financing activities
Proceeds from loans payable 20,495 147,490 167,985
Principal payments on
loans payable (155,562) (149,780) (305,342)
Net proceeds from issuance of
public debt 149,748 149,748
Proceeds from stock-based
benefit plans 11,360 11,360
Purchase of treasury shares (5,926) (5,926)
-----------------------------------------------------------------------------------
Net cash provided by
financing activities 5,434 - 14,681 (2,290) - 17,825
Decrease in cash
& equivalents - - (65,483) (1,895) - (67,378)
Cash & equivalents,
beginning of period - 179,434 3,406 182,840
-----------------------------------------------------------------------------------
Cash & equivalents,
end of period - - 113,951 1,511 - 115,462
===================================================================================
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and the related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including but not
limited to those related to the recognition of income and expenses, impairment
of assets, estimates of future improvement costs, capitalization of costs,
provision for litigation, insurance and warranty claims and income taxes. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis of making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates and assumptions or conditions.
We believe the following critical accounting policies reflect the more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
Basis of Presentation
Our financial statements include the accounts of Toll Brothers, Inc. and its
majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Investments in 20% to 50% owned partnerships
and affiliates are accounted for on the equity method. Investments in less than
20% owned entities are accounted for on the cost method.
Inventory
Inventory is stated at the lower of cost or fair value in accordance with SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." In
addition to direct acquisition, land development and home construction costs,
costs include interest, real estate taxes and direct overhead costs related to
development and construction, which are capitalized to inventories during the
period beginning with the commencement of development and ending with the
completion of construction.
It takes approximately four to five years to fully develop, sell and deliver all
the homes in one of our typical communities. Longer or shorter time periods are
possible depending on the number of home sites in a community. Our master
planned communities, consisting of several smaller communities, may take up to
10 years or more to complete. Since our inventory is considered a long-lived
asset under accounting principles generally accepted in the United States, we
are required to review the carrying value of each of our communities and write
down the value of those communities for which we believe the values are not
recoverable. When the profitability of a current community deteriorates or the
sales pace declines significantly or some other factor indicates a possible
impairment in the recoverability of the asset, we evaluate the property in
accordance with the guidelines of SFAS No. 144. If this evaluation indicates
that an impairment loss should be recognized, we charge cost of sales for the
estimated impairment loss in the period determined.
In addition, we review all land held for future communities or future sections
of current communities, whether owned or under contract, to determine whether or
not we expect to proceed with the development of the land. Based upon this
review, we decide: (a) as to land that is under a purchase contract but not
owned, whether the contract will be terminated or renegotiated; and (b) as to
16
land we own, whether the land can be developed as contemplated or in an
alternative manner, or should be sold. We then further determine which costs
that have been capitalized to the property are recoverable and which costs
should be written off.
Income Recognition
Revenue and cost of sales are recorded at the time each home, or lot, is closed
and title and possession are transferred to the buyer.
Land, land development and related costs (both incurred and estimated to be
incurred in the future) are amortized to the cost of homes closed based upon the
total number of homes to be constructed in each community. Any changes to the
estimated costs subsequent to the commencement of delivery of homes are
allocated to the remaining undelivered homes in the community. Home construction
and related costs are charged to the cost of homes closed under the specific
identification method.
The estimated land, common area development and related costs of master planned
communities (including the cost of golf courses, net of their estimated residual
value) are allocated to individual communities within a master planned community
on a relative sales value basis. Any change in the estimated cost is allocated
to the remaining lots in each of the communities of the master planned
community.
Joint Venture Accounting
We have investments in and advances to three joint ventures with independent
third parties to develop and sell land that was owned or is currently owned by
our venture partners. We recognize our share of earnings from the sale of lots
to other builders. We do not recognize earnings from lots we purchase from the
joint ventures, but instead reduce our cost basis in these lots by our share of
the earnings on those lot sales. We have agreed to purchase 180 lots from one of
the ventures and have the right to purchase up to 385 lots from the second. The
third venture has sold all the land that it owned and is currently in the
process of completing the final land improvements on the site which could take
12 months or more to finish. Two of the joint ventures also participate in the
profits earned on home sales from the lots sold to other builders above certain
agreed upon levels. At April 30, 2003, we had an aggregate amount of
approximately $20.9 million invested in or advanced to these joint ventures and
were committed to contribute additional capital in an aggregate amount of
approximately $24.5 million if the joint ventures require it.
We also own 50% of a joint venture with an unrelated third party that is
currently selling and building an active-adult, age-qualified community. At
April 30, 2003, our investment was $1.2 million in this joint venture. We do not
have any commitment to contribute additional capital to this joint venture.
In addition, Toll Brothers Realty Trust Group (the "Trust") was formed in 1998
to take advantage of commercial real estate opportunities that may present
themselves from time to time. The Trust is effectively owned by Toll Brothers,
Inc., a number of our senior executives and/or directors including Robert I.
Toll, Bruce E. Toll (and certain members of his family), Zvi Barzilay (and
certain members of his family) and Joel H. Rassman, and the Pennsylvania State
Employees Retirement System. We provide development, finance and management
services to the Trust and receive fees under various agreements. At April 30,
2003, our investment in the Trust was $7.5 million. We also entered into a
subscription agreement whereby each group of investors agreed to invest up to an
additional $9.3 million if required by the Trust. The subscription agreement
expires in August 2003. The Trust currently owns and operates several office
17
buildings and an apartment complex, and land for the construction of an
apartment complex.
In December 2002, our Board of Directors, upon the recommendation of the Real
Estate Utilization Committee of the Board of Directors (the "Committee"), which
is comprised of members of the Board of Directors who do not have a financial
interest in the Trust, approved the sale to the Trust of a 62.2-acre parcel of
land, which is a portion of our master planned community known as The Estates at
Princeton Junction in New Jersey, that is intended for development as
multi-family apartment buildings (the "Property"). The Committee's
recommendation was based upon the following advantages to us: (a) we will be
able to influence the design and construction quality so as to enhance the
overall master planned community; (b) there are synergies of development and
marketing costs which may be a benefit to us; (c) the Trust will maintain a high
quality of operations, ensuring that the existence of the apartments in the
master plan will not negatively affect the image of the community as a whole;
and (d) as has been our experience with another Trust property, apartment
tenants are potential customers for our townhomes and single-family homes.
Moreover, the sale will allow us to recover cash, remove the Property from our
balance sheet, and free us from the need to provide capital from our credit
facility to build the apartment units. The $9.8 million purchase price was
approved by the Committee after reviewing an offer from an independent third
party and after reviewing an independent professional appraisal. The sale was
completed in May 2003.
We do not currently guarantee any indebtedness of the joint ventures or the
Trust. Our total commitment to these entities is not material to our financial
condition. These investments are accounted for on the equity method.
18
RESULTS OF OPERATIONS
The following table sets forth, for the six-month and three-month periods ended
April 30, 2003 and 2002, a comparison of certain income statement items related
to our operations (amounts in millions):
Six months ended Three months ended
April 30, April 30,
--------------------------------------------- ---------------------------------------
2003 2002 2003 2002
--------------------- ---------------------- ------------------- ------------------
$ % $ % $ % $ %
--------------------- ---------------------- ------------------- ------------------
Housing sales
Revenues 1,158.9 1,021.8 601.0 539.1
Costs 842.4 72.7 740.1 72.4 437.2 72.8 388.6 72.1
- ----------------------------------------------------------------------------------------------------------------------
Land sales
Revenues 13.4 14.0 4.0 7.6
Costs 10.7 80.1 9.2 65.4 3.1 78.5 5.0 65.1
- ----------------------------------------------------------------------------------------------------------------------
Equity earnings from
unconsolidated
entities 0.1 1.5 (0.1) 1.5
- ----------------------------------------------------------------------------------------------------------------------
Interest and other 5.8 5.3 3.1 2.3
- ----------------------------------------------------------------------------------------------------------------------
Total revenues 1,178.2 1,042.7 607.9 550.5
- ----------------------------------------------------------------------------------------------------------------------
Selling, general
& administrative
expenses* 133.1 11.3 111.0 10.6 67.5 11.1 58.6 10.6
- ----------------------------------------------------------------------------------------------------------------------
Interest expense* 32.5 2.8 29.6 2.8 16.5 2.7 15.5 2.8
- ----------------------------------------------------------------------------------------------------------------------
Expenses related to
early retirement
of debt* 3.9 0.3
- ----------------------------------------------------------------------------------------------------------------------
Total costs
and expenses* 1,022.7 86.8 889.9 85.3 524.3 86.2 467.7 85.0
- ----------------------------------------------------------------------------------------------------------------------
Income before
income taxes* 155.5 13.2 152.8 14.7 83.6 13.8 82.8 15.0
- ----------------------------------------------------------------------------------------------------------------------
Income taxes 57.3 55.8 30.8 30.3
- ----------------------------------------------------------------------------------------------------------------------
Net income* 98.3 8.3 97.0 9.3 52.9 8.7 52.5 9.5
- ----------------------------------------------------------------------------------------------------------------------
Note: Due to rounding, amounts may not add.
* Percentages are based on total revenues.
HOUSING SALES
Housing revenues for the six-months and three-months ended April 30, 2003 were
higher than those for the comparable period of 2002 by approximately $137
million, or 13%, and $62 million, or 11%, respectively. The increase in the
six-month period was attributable to a 9% increase in the average price of the
homes delivered and a 4% increase in the number of homes delivered. The increase
in the three-month period was attributable to a 9% increase in the average price
of the homes delivered and a 2% increase in the number of homes delivered. The
increases in the average price of homes delivered in the fiscal 2003 periods
were the result of increased base selling prices, a shift in the location of
homes delivered to more expensive areas and increased expenditures on options
and lot premiums selected by our homebuyers. The increases in the number of
homes delivered in the fiscal 2003 periods were primarily due to the higher
backlog of homes at October 31, 2002 as compared to October 31, 2001 which was
19
primarily the result of a 17% increase in the number of new contracts signed in
fiscal 2002 over fiscal 2001.
The value of new sales contracts signed was $1.51 billion (2,733 homes) in the
six months ended April 30, 2003, a 9% increase over the $1.39 billion (2,634
homes) value of new sales contracts signed in the comparable period of fiscal
2002. The value of new sales contracts signed was $926.5 million (1,667 homes)
in the three months ended April 30, 2003, a 3% increase over the $902.3 million
(1,706 homes) value of new sales contracts signed in the comparable period of
fiscal 2002. The increase in the six-month period is attributable to a 5%
increase in the average selling price of the homes (due primarily to the
location and size of homes sold and increases in base selling prices) and a 4%
increase in the number of units sold. The increase in the three-month period is
attributable to a 5% increase in the average selling price of the homes (due
primarily to the location and size of homes sold and increases in base selling
prices) offset in part by a 2% decrease in the number of units sold. The
increase in the number of units sold in the six-month period is attributable to
the continued demand for our product and the increase in the number of
communities from which we are selling. We were selling from 176 communities at
April 30, 2003, 166 communities at April 30, 2002, 170 communities at October
31, 2002 and 155 communities at October 31, 2001. We believe that the decline in
the number of units sold during the three months ended April 30, 2003 as
compared to the three months ended April 30, 2002 was attributable to a decline
in consumer confidence due to the war in Iraq and the weak economy, and the
exceptionally bad weather in many of our markets, offset in part by the increase
in the number of communities from which we were selling. With consumer
confidence rising in the homebuilding area, improved weather conditions and the
increased number of communities from which we are selling, we expect to see an
increase in the number of contracts signed in our third fiscal quarter of 2003
over the third fiscal quarter of 2002. During the month of May 2003, we have
seen a significant increase in customer traffic and reservation deposits
compared to the same period last year.
We believe that the demand for our product is attributable to an increase in the
number of affluent households, the maturation of the baby boom generation, a
constricted supply of available new home sites, attractive mortgage rates and
the belief of potential customers that the purchase of a home is a stable
investment in the current period of economic uncertainty. At April 30, 2003, we
had over 42,000 home sites under our control nationwide in markets we consider
to be affluent.
At April 30, 2003, our backlog of homes under contract was $2.21 billion
(3,937 homes), 25% higher than the $1.77 billion (3,271 homes) backlog at April
30, 2002. The increase in backlog at April 30, 2003 compared to the backlog at
April 30, 2002 is primarily attributable to a higher backlog at October 31, 2002
as compared to the backlog at October 31, 2001 and the increase in the value and
number of new contracts signed in the first six months of fiscal 2003 as
compared to the first six months of fiscal 2002, offset, in part, by an increase
in the number of homes delivered in the first six months of fiscal 2003 compared
to the first six months of fiscal 2002. Based on the size of our current
backlog, the continued demand for our product, the increased number of selling
communities from which we are operating and the additional communities we expect
to open in the coming months, we believe that we will deliver approximately
5,000 homes in fiscal 2003 and approximately 6,000 homes in fiscal 2004. We
estimate that the average delivered price of the homes delivered in fiscal 2003
will be between $535,000 and $540,000.
20
Housing costs as a percentage of housing sales increased slightly in both the
six-month period and three-month period ended April 30, 2003 as compared to the
comparable periods of fiscal 2002. The increases were primarily the result of
increased land and improvement costs and higher inventory write-offs, offset, in
part, by higher selling prices. We incurred $2.3 million in write-offs in the
six-month period ended April 30, 2003 as compared to $1.7 million in the
comparable period of fiscal 2002. For the three months ended April 30, 2003, we
incurred $2.1 million in write-offs as compared to $.5 million in the comparable
period of fiscal 2002. For the full 2003 fiscal year, we expect that home costs
as a percentage of housing revenues will be slightly higher than in fiscal 2002.
LAND SALES
We are developing several communities in which we sell a portion of the land to
other builders. The amount of land sales will vary from quarter to quarter
depending upon the scheduled timing of the delivery of the land parcels. Land
sales amounted to $13.4 million and $4.0 million for the six months and three
months ended April 30, 2003, respectively. For the six months and three months
ended April 30, 2002, land sales were $14.0 million and $7.6 million,
respectively. For the full 2003 fiscal year, land sales are expected to be
approximately $26 million compared to $36.2 million in fiscal 2002.
EQUITY EARNINGS (LOSS) IN UNCONSOLIDATED ENTITIES
We are a participant in several joint ventures and in Toll Brothers Realty Trust
Group. We recognize our proportionate share of the earnings from these entities.
(See "Critical Accounting Policies - Joint Venture Accounting" for a narrative
of our investments in and commitments to these entities.) Earnings from the
joint ventures will vary significantly from quarter to quarter. For fiscal 2003,
we expect to realize approximately $.5 million of income from our investments in
the joint ventures and the Trust compared to $1.9 million in fiscal 2002.
INTEREST AND OTHER INCOME
For the six months ended April 30, 2003, interest and other income increased $.5
million, as compared to the comparable period of fiscal 2002. This increase was
primarily the result of higher income realized from our ancillary businesses
offset in part by decreases in interest income, retained customer deposits and
management and construction fee income.
For the three months ended April 30, 2003, interest and other income increased
$.8 million, as compared to the comparable period of fiscal 2002. This increase
was primarily the result of higher income realized from our ancillary businesses
offset in part by decreases in retained customer deposits and management and
construction fee income.
For the full 2003 fiscal year, we expect interest and other income to be
approximately $14 million compared to $11.7 million in fiscal 2002.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
In the six-month and three-month periods ended April 30, 2003, SG&A spending
increased by $22 million and $9 million, or 20% and 15%, respectively, as
compared to the comparable periods of fiscal 2002. This increased spending was
principally due to higher sales commissions, higher costs incurred to operate
the greater number of selling communities that we had during the fiscal 2003
periods as compared to the comparable periods of fiscal 2002 and higher
insurance costs. For the full 2003 fiscal year, we expect that SG&A will
increase slightly as a percentage of revenues compared to the full 2002 fiscal
year.
21
INTEREST EXPENSE
We determine interest expense on a specific lot-by-lot basis for our
homebuilding operations and on a parcel-by-parcel basis for land sales.
As a percentage of total revenues, interest expense varies depending on many
factors, including the period of time that we owned the land, the length of time
that the homes delivered during the period were under construction, and the
interest rates and the amount of debt carried by us in proportion to the amount
of our inventory during those periods. Interest expense as a percentage of
revenues was approximately the same for the six-month and three-month periods
ended April 30, 2003 as compared to the comparable periods of fiscal 2002. For
the full 2003 fiscal year, we expect interest expense as a percentage of
revenues to be comparable to the fiscal 2002 percentage.
EXPENSES RELATED TO THE EARLY RETIREMENT OF DEBT
We recognized a pretax charge of $3.9 million in the quarter ended January 31,
2003 representing the premium paid on redemption of our 8 3/4% Senior
Subordinated Notes due 2006 and the write-off of unamortized bond issuance costs
related to those notes. No similar charge was incurred in fiscal 2002.
INCOME BEFORE INCOME TAXES
Income before taxes increased in the six-month and three-month periods ended
April 30, 2003 by 2% and 1%, respectively, as compared to the comparable periods
of fiscal 2002.
INCOME TAXES
Income taxes were provided at an effective rate of 36.8% for both the six- month
and three-month periods ended April 30, 2003. Income taxes were provided at an
effective rate of 36.5% and 36.6% for the six-month and three- month periods
ended April 30, 2002, respectively. The difference in rates in the six-month and
three-month periods of fiscal 2003 as compared to the comparable periods of
fiscal 2002 was due primarily to higher tax-free income in fiscal 2002 periods
as compared to the fiscal 2003 periods.
CAPITAL RESOURCES AND LIQUIDITY
Funding for our operations has been provided principally by cash flow from
operations, unsecured bank borrowings and the public debt markets.
In general, cash flow from operations assumes that as each home is delivered we
will purchase a home site to replace it. Because we own several years supply of
home sites, we do not need to immediately buy lots to replace the ones
delivered. Accordingly, we believe that cash flow from operations before land
inventory additions is a better gauge of liquidity.
Cash flow from operations, before land inventory additions, has improved as
operating results have improved. One of the main factors that determines cash
flow from operations, before land inventory additions, is the level of revenues
from the delivery of homes and from land sales. We anticipate that cash flow
from operations, before land inventory additions, will continue to be strong due
to the expected increase in home deliveries in fiscal 2003 and 2004 as compared
to fiscal 2002. We have used our cash flow from operations, before land
inventory additions, bank borrowings and public debt, to: acquire additional
22
land for new communities; fund additional expenditures for land development;
fund construction costs needed to meet the requirements of our increased backlog
and the increasing number of communities in which we are offering homes for
sale; repurchase our stock; and repay debt. We expect that our inventory will
continue to increase and we are currently negotiating and searching for
additional opportunities to obtain control of land for future communities. At
April 30, 2003, we had commitments to acquire land of approximately $949
million, of which approximately $83.2 million had been paid or deposited.
We generally do not begin construction of a home until we have a signed contract
with the homebuyer. Because of the significant delivery time between the time
that a homebuyer enters into a contract to purchase a home and the time that the
home is built and delivered, we believe we can predict with reasonable accuracy
the number of homes we will deliver in the next six to nine months. Should our
business decline significantly, our inventory would decrease as we complete and
deliver the homes under construction and we do not commence construction of as
many new homes, resulting in a temporary increase in our cash flow from
operations; moreover, we might delay or curtail our acquisition of additional
land, which would further reduce our inventory levels and cash needs.
At April 30, 2003, we had a $540 million unsecured revolving credit facility
with 16 banks which extends to March 2006. At April 30, 2003, we had no
borrowings and approximately $83 million of letters of credit outstanding under
the facility.
In November 2002, we issued $300 million of 6.875% Senior Notes due 2012. We
used the proceeds to repay all of the $100 million principal amount outstanding
of our 8 3/4% Senior Subordinated Notes due 2006, to repay bank debt and for
general corporate purposes.
We believe that we will be able to continue to fund our activities through a
combination of existing cash resources, cash flow from operations and existing
sources of credit, including the public debt markets.
INFLATION
The long-term impact of inflation on us is manifested in increased costs for
land, land development, construction and overhead, as well as in increased sales
prices. We generally contract for land significantly before development and
sales efforts begin. Accordingly, to the extent land acquisition costs are
fixed, increases or decreases in the sales prices of homes may affect our
profits. Since the sales prices of homes are fixed at the time a buyer enters
into a contract to acquire a home and we generally contract to sell a home
before commencement of construction, any inflation of costs in excess of those
anticipated may result in lower gross margins. We generally attempt to minimize
that effect by entering into fixed-price contracts with our subcontractors and
material suppliers for specified periods of time, which generally do not exceed
one year.
In general, housing demand is adversely affected by increases in interest costs,
as well as in housing costs. Interest rates, the length of time that land
remains in inventory and the proportion of inventory that is financed affect our
interest costs. If we are unable to raise sales prices enough to compensate for
higher costs, or if mortgage interest rates increase significantly, affecting
prospective buyers' ability to adequately finance home purchases, our revenues,
gross margins and net income would be adversely affected. Increases in sales
prices, whether the result of inflation or demand, may affect the ability of
prospective buyers to afford new homes.
23
HOUSING DATA
(For the six months and three months ended April 30, 2003 and 2002)
Closings
Six Months ended April 30,
-------------------------------------------------------------
2003 2002
----------------------------- -----------------------------
units $million units $million
----------------------------- -----------------------------
Northeast 332 195.2 436 223.0
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic (PA, DE, MD,VA) 768 371.8 681 314.1
Midwest (OH, IL, MI) 166 86.3 216 100.8
Southeast (FL, NC, TN) 345 149.9 290 114.3
Southwest (AZ, NV, TX, CO) 300 153.8 247 131.3
West Coast (CA) 234 201.9 195 138.3
----------------------------- -----------------------------
Total 2,145 1,158.9 2,065 1,021.8
============================= =============================
Contracts (1)
Six Months ended April 30,
-------------------------------------------------------------
2003 2002
----------------------------- -----------------------------
units $million units $million
----------------------------- -----------------------------
Northeast 457 265.0 449 260.3
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic (PA, DE, MD,VA) 1,083 534.3 981 450.1
Midwest (OH, IL, MI) 220 116.4 202 101.3
Southeast (FL, NC, TN) 274 139.5 387 169.9
Southwest (AZ, NV, TX, CO) 382 221.7 306 149.4
West Coast (CA) 317 235.8 309 256.4
----------------------------- -----------------------------
Total 2,733 1,512.7 2,634 1,387.4
============================= =============================
Backlog (2) at April 30,
-------------------------------------------------------------
2003 2002
----------------------------- -----------------------------
units $million units $million
----------------------------- -----------------------------
Northeast 785 454.5 664 367.9
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic (PA, DE, MD,VA) 1,449 709.9 1,133 528.2
Midwest (OH, IL, MI) 327 177.5 291 143.8
Southeast (FL, NC, TN) 313 194.1 425 207.0
Southwest (AZ, NV, TX, CO) 618 336.5 401 205.7
West Coast (CA) 445 342.3 357 316.6
----------------------------- -----------------------------
Total 3,937 2,214.8 3,271 1,769.2
============================= =============================
24
Closings
Three months ended April 30,
-------------------------------------------------------------
2003 2002
----------------------------- -----------------------------
units $million units $million
----------------------------- -----------------------------
Northeast 164 96.0 213 107.4
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic (PA, DE, MD,VA) 389 189.3 353 160.6
Midwest (OH, IL, MI) 79 42.8 104 45.7
Southeast (FL, NC, TN) 182 76.6 159 61.7
Southwest (AZ, NV, TX, CO) 170 86.4 138 74.0
West Coast (CA) 125 109.9 119 89.7
----------------------------- -----------------------------
Total 1,109 601.0 1,086 539.1
============================= =============================
Contracts (1)
Three months ended April 30,
-------------------------------------------------------------
2003 2002
----------------------------- -----------------------------
units $million units $million
----------------------------- -----------------------------
Northeast 316 176.1 259 152.2
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic (PA, DE, MD,VA) 648 314.9 662 304.3
Midwest (OH, IL, MI) 126 66.6 124 63.7
Southeast (FL, NC, TN) 159 83.8 272 114.7
Southwest (AZ, NV, TX, CO) 204 125.1 190 95.8
West Coast (CA) 214 160.0 199 171.6
----------------------------- -----------------------------
Total 1,667 926.5 1,706 902.3
============================= =============================
(1) Contracts for the six months ended April 30, 2003 and 2002 include $5.5
million (18 homes) and $4.6 million (14 homes), respectively, from an
unconsolidated 50% owned joint venture. Contracts for the three months
ended April 30, 2003 and 2002 include $2.4 million (8 homes) and $2.8
million (8 homes), respectively, from this joint venture.
(2) Backlog at April 30, 2003 and 2002 includes $7.7 million (25 homes) and
$4.6 million (14 homes), respectively, from the joint venture described in
note (1) above.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily due to fluctuations in interest rates.
We utilize both fixed rate and variable rate debt. For fixed rate debt, changes
in interest rates generally affect the fair market value of the debt instrument,
but not our earnings or cash flow. Conversely, for variable rate debt, changes
in interest rates generally do not impact the fair market value of the debt
instrument, but will affect our earnings and cash flow. We do not have the
obligation to prepay fixed rate debt prior to maturity, and, as a result,
interest rate risk and changes in fair market value should not have a
significant impact on such debt until we are required to refinance such debt.
25
The table below sets forth, at April 30, 2003, our debt obligations, principal
cash flows by scheduled maturity, weighted-average interest rates and estimated
fair value (amounts in thousands):
Variable Rate
Fixed Rate Debt Debt (1)(2)
-------------------------------------- ------------------------------------
Fiscal Weighted Weighted
Year of Average Average
Expected Interest Interest
Maturity Amount Rate (%) Amount Rate (%)
- -------------------------- -------------------- -------------- ------------------ ---------------
2003 $ 16,955 7.21% $60,158 2.91%
2004 2,517 7.40% 150 1.25%
2005 225,127 7.50% 150 1.25%
2006 3,937 6.89% 150 1.25%
2007 101,888 7.70% 150 1.25%
Thereafter 920,000 7.75% 3,860 1.25%
Discount (1,894)
---------- -------
Total $1,268,530 7.63% $64,618 2.79%
========== =======
Fair value at
April 30, 2003 $1,340,369 $64,618
========== =======
(1) At April 2003, we had a $540 million unsecured revolving credit facility
with 16 banks which extends to March 2006. At April 30, 2003, we had no
borrowings and approximately $83 million of letters of credit outstanding
under the facility. Interest is currently payable on borrowings under this
facility at .90% (this rate will vary based upon our corporate debt rating
and leverage ratios) above the Eurodollar rate or at other specified
variable rates as selected by us from time to time.
(2) One of our subsidiaries has a $75 million line of credit with two banks to
fund mortgage originations. The line is due within 90 days of demand by the
bank and bears interest at the bank's overnight rate plus an agreed upon
margin. At April 30, 2003, the subsidiary had $60.0 million outstanding
under the line at an average interest rate of 2.91%. Borrowing under this
line is included in the 2003 fiscal year maturities.
Based upon the amount of variable rate debt outstanding at April 30, 2003 and
holding the variable rate debt balance constant, each one percentage point
increase in interest rates would increase our interest costs by approximately
$646 thousand per year.
ITEM 4. CONTROLS AND PROCEDURES
Our chief executive officer and chief financial officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14(c) under the Securities Exchange Act of 1934, as amended) within 90 days
of the filing date of this report (the "Evaluation Date") and, based on that
evaluation, concluded that, as of the Evaluation Date, we had sufficient
controls and procedures for recording, processing, summarizing and reporting
information that is required to be disclosed in our reports under the Securities
Exchange Act of 1934, as amended, within the time periods specified in the SEC's
rules and forms.
There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls since the Evaluation
Date, including any corrective actions with regard to significant deficiencies
and material weaknesses.
26
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
We are involved in various claims and litigation arising principally in the
ordinary course of business. We believe that the disposition of these matters
will not have a material adverse effect on our business or our financial
condition. There are no proceedings required to be disclosed pursuant to Item
103 of Regulation S-K.
ITEM 2. Changes in Securities and Use of Proceeds
None
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
Our 2003 Annual Meeting of Stockholders was held on March 20, 2003.
The following proposals were submitted to and approved by security
holders at the Annual Meeting. There were 69,458,447 shares of our
common stock eligible to vote at the 2003 Annual Meeting.
(1) The election of four directors to hold office until the 2006
Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified.
Nominee For Withheld Authority
------- --------------------------------
Robert S. Blank 63,799,622 380,802
Roger S. Hillas 63,572,014 608,410
Stephen A. Novick 63,797,523 382,901
Paul E. Shapiro 57,568,565 6,611,859
(2) The approval of the re-appointment of Ernst & Young LLP as our
independent auditors for the 2003 fiscal year.
For Against Abstain
--- ------- -------
63,052,655 1,107,442 21,326
ITEM 5. Other Information
None
27
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3 - By-Laws of Toll Brothers, Inc. As Amended and
Restated March 20, 2003 is hereby incorporated by reference to
Exhibit 3.1 of our Form 8-K filed with the Securities and
Exchange Commission on March 28, 2003.
Exhibit 99.1* - Certification of Robert I. Toll pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2* - Certification of Joel H. Rassman pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
*Filed electronically herewith.
(b) Reports on Form 8-K
During the quarter ended April 30, 2003, we filed the
following Current Reports on Form 8-K:
(1) On March 26, 2003, we filed a Current Report on Form 8-K for
the purpose of filing a press release related to the announcement
of an increase in the number of shares authorized under our stock
repurchase program.
(2) On March 28, 2003, we filed a Current Report on Form 8-K for
the purpose of filing our amended and restated By-Laws as of
March 20, 2003.
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.
TOLL BROTHERS, INC.
(Registrant)
Date: June 10, 2003 By: Joel H. Rassman
-----------------------------
Joel H. Rassman
Executive Vice President,
Treasurer and Chief
Financial Officer
Date: June 10, 2003 By: Joseph R. Sicree
-----------------------------
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting Officer)
28
CERTIFICATION
I, Robert I. Toll, Chief Executive Officer of Toll Brothers, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Toll Brothers, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weakness in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 10, 2003 By: Robert I. Toll
------------------------
Robert I. Toll
Chief Executive Officer
CERTIFICATION
I, Joel H. Rassman, Chief Financial Officer of Toll Brothers, Inc., certify
that:
1. I have reviewed this quarterly report on Form 10-Q of Toll Brothers, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weakness in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 10, 2003 By: Joel H. Rassman
------------------------
Joel H. Rassman
Chief Financial Officer
30