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EX-32.1 - EXHIBIT 32.1 - TOLL BROTHERS INCtol-20170131x10qxex3201.htm
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EX-31.2 - EXHIBIT 31.2 - TOLL BROTHERS INCtol-20170131x10qxex3102.htm
EX-31.1 - EXHIBIT 31.1 - TOLL BROTHERS INCtol-20170131x10qxex3101.htm
EX-4.3 - EXHIBIT 4.3 - TOLL BROTHERS INCtol-20170131x10qxex43.htm
EX-4.2 - EXHIBIT 4.2 - TOLL BROTHERS INCtol-20170131x10qxex42.htm
EX-4.1 - EXHIBIT 4.1 - TOLL BROTHERS INCtol-20170131x10qxex41.htm




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2017
or
o
 
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 001-09186
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
23-2416878
(I.R.S. Employer
Identification No.)
 
 
 
250 Gibraltar Road, Horsham, Pennsylvania
(Address of principal executive offices)
 
19044
(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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
 
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
 
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
At March 3, 2017, there were approximately 162,603,000 shares of Common Stock, $0.01 par value, outstanding.






TOLL BROTHERS, INC.
TABLE OF CONTENTS
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 







STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (“SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information related to: anticipated operating results; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general, and administrative expenses; interest expense; inventory write-downs; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; the ability to acquire land and pursue real estate opportunities; the ability to gain approvals and open new communities; the ability to sell homes and properties; the ability to deliver homes from backlog; the ability to secure materials and subcontractors; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; and legal proceedings and claims.
From time to time, forward-looking statements also are included in other reports on Forms 10-K, 10-Q, and 8-K; in press releases; in presentations; on our website; and in other materials released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements made by us, such as market conditions, government regulation, and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
For a more detailed discussion of these factors, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in this report.
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Toll Brothers, Inc. and its subsidiaries, unless the context otherwise requires. References herein to fiscal year refer to our fiscal years ended or ending October 31.



1



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
January 31,
2017
 
October 31,
2016
 
(unaudited)
 
 
ASSETS
 
 
 
Cash and cash equivalents
$
373,469

 
$
633,715

Restricted cash and investments
12,445

 
31,291

Inventory
7,539,974

 
7,353,967

Property, construction, and office equipment, net
172,459

 
169,576

Receivables, prepaid expenses, and other assets
512,974

 
582,758

Mortgage loans held for sale
85,765

 
248,601

Customer deposits held in escrow
58,012

 
53,057

Investments in unconsolidated entities
601,696

 
496,411

Deferred tax assets, net of valuation allowances
160,006

 
167,413

 
$
9,516,800

 
$
9,736,789

LIABILITIES AND EQUITY
 
 
 
Liabilities
 
 
 
Loans payable
$
879,894

 
$
871,079

Senior notes
2,695,524

 
2,694,372

Mortgage company loan facility
57,040

 
210,000

Customer deposits
344,150

 
309,099

Accounts payable
258,694

 
281,955

Accrued expenses
940,102

 
1,072,300

Income taxes payable
20,372

 
62,782

Total liabilities
5,195,776

 
5,501,587

Equity
 
 
 
Stockholders’ equity
 
 
 
Preferred stock, none issued

 

Common stock 177,937 shares issued at January 31, 2017 and October 31, 2016
1,779

 
1,779

Additional paid-in capital
718,861

 
728,464

Retained earnings
4,047,713

 
3,977,297

Treasury stock, at cost — 15,431 and 16,154 shares at January 31, 2017 and October 31, 2016, respectively
(450,072
)
 
(474,912
)
Accumulated other comprehensive loss
(3,167
)
 
(3,336
)
Total stockholders’ equity
4,315,114

 
4,229,292

Noncontrolling interest
5,910

 
5,910

Total equity
4,321,024

 
4,235,202

 
$
9,516,800

 
$
9,736,789

See accompanying notes.

2



TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share data)
(Unaudited)
 
Three months ended January 31,
 
2017
 
2016
Revenues
$
920,730

 
$
928,566

 
 
 
 
Cost of revenues
733,002

 
712,311

Selling, general and administrative
137,095

 
121,796

 
870,097

 
834,107

Income from operations
50,633

 
94,459

Other:
 
 
 
Income from unconsolidated entities
46,445

 
8,638

Other income – net
12,703

 
13,720

Income before income taxes
109,781

 
116,817

Income tax provision
39,365

 
43,637

Net income
$
70,416

 
$
73,180

 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
Change in pension liability
169

 
(288
)
Change in unrealized income on derivative held by equity investee

 
27

Other comprehensive income (loss)
169

 
(261
)
Total comprehensive income
$
70,585

 
$
72,919

 
 
 
 
Income per share:
 
 
 
Basic
$
0.43

 
$
0.42

Diluted
$
0.42

 
$
0.40

Weighted-average number of shares:
 
 
 
Basic
162,588

 
174,205

Diluted
170,417

 
182,391

See accompanying notes.


3



TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
 
Three months ended January 31,
 
2017
 
2016
Cash flow provided by (used in) operating activities:
 
 
 
Net income
$
70,416

 
$
73,180

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

Depreciation and amortization
6,030

 
5,533

Stock-based compensation
9,329

 
9,223

Excess tax benefits from stock-based compensation
(253
)
 
(297
)
Income from unconsolidated entities
(46,445
)
 
(8,638
)
Distributions of earnings from unconsolidated entities
48,581

 
3,870

Income from foreclosed real estate and distressed loans
(630
)
 
(1,553
)
Deferred tax provision
2,328

 
587

Change in deferred tax valuation allowances
36

 
148

Inventory impairments and write-offs
4,661

 
1,281

Other
2,544

 
658

Changes in operating assets and liabilities
 
 
 
Increase in inventory
(135,782
)
 
(173,440
)
Origination of mortgage loans
(232,721
)
 
(215,674
)
Sale of mortgage loans
393,393

 
265,703

Decrease (increase) in restricted cash and investments
18,846

 
(12,555
)
Decrease (increase) in receivables, prepaid expenses, and other assets
83,815

 
(9,546
)
Increase in customer deposits
30,096

 
14,776

(Decrease) increase in accounts payable and accrued expenses
(170,123
)
 
17,523

(Decrease) increase in income taxes payable
(42,157
)
 
5,996

Net cash provided by (used in) operating activities
41,964

 
(23,225
)
Cash flow (used in) provided by investing activities:
 
 
 
Purchase of property and equipment — net
(6,314
)
 
(1,593
)
Sale and redemption of marketable securities


 
10,000

Investments in unconsolidated entities
(99,941
)
 
(11,838
)
Return of investments in unconsolidated entities
33,253

 
14,804

Investment in foreclosed real estate and distressed loans
(274
)
 
(694
)
Return of investments in foreclosed real estate and distressed loans
1,852

 
5,321

Acquisition of a business
(85,183
)
 


Net cash (used in) provided by investing activities
(156,607
)
 
16,000

Cash flow used in financing activities:
 
 
 
Debt issuance costs for senior notes


 
(64
)
Proceeds from loans payable
360,382

 
339,854

Principal payments of loans payable
(516,833
)
 
(770,539
)
Proceeds from stock-based benefit plans
25,831

 
4,769

Excess tax benefits from stock-based compensation
253

 
297

Purchase of treasury stock
(15,236
)
 
(150,135
)
Receipts related to noncontrolling interest, net


 
294

Net cash used in financing activities
(145,603
)
 
(575,524
)
Net decrease in cash and cash equivalents
(260,246
)
 
(582,749
)
Cash and cash equivalents, beginning of period
633,715

 
918,993

Cash and cash equivalents, end of period
$
373,469

 
$
336,244

See accompanying notes.

4



TOLL BROTHERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Toll Brothers, Inc. (the “Company,” “we,” “us,” or “our”), a Delaware corporation, and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The October 31, 2016 balance sheet amounts and disclosures included herein have been derived from our October 31, 2016 audited financial statements. Since the accompanying condensed consolidated financial statements do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements, we suggest that they be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016 (“2016 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 January 31, 2017; the results of our operations for the three-month periods ended January 31, 2017 and 2016; and our cash flows for the three-month periods ended January 31, 2017 and 2016. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.
Acquisition
In November 2016, we acquired substantially all of the assets and operations of Coleman Real Estate Holdings, LLC (“Coleman”) for $85.2 million in cash. The assets acquired were primarily inventory, including approximately 1,750 home sites owned or controlled through land purchase agreements. As part of the acquisition, we assumed contracts to deliver 128 homes with an aggregate value of $38.8 million. The average price of the undelivered homes at the date of acquisition was approximately $303,000. Our selling community count increased by 15 communities at the acquisition date. The acquisition of Coleman’s assets and operations was not material to our results of operations or financial condition.
Recent Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customers’ Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”). ASU 2015-05 provides guidance for a customer to determine whether a cloud computing arrangement contains a software license or should be accounted for as a service contract. We adopted ASU 2015-05 on November 1, 2016, and we elected to adopt the standard prospectively. The adoption did not have a material effect on our consolidated financial statements or disclosures.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”), which eliminates the deferral granted to investment companies from applying the variable interest entities (“VIEs”) guidance and makes targeted amendments to the current consolidation guidance. The new guidance applies to all entities involved with limited partnerships or similar entities and will require re-evaluation of these entities under the revised guidance which may change previous consolidation conclusions. We adopted ASU 2015-02 on November 1, 2016, and the adoption did not have a material effect on our consolidated financial statements or disclosures.
In February 2017, the FASB issued ASU No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”). ASU 2017-05 is meant to clarify the scope of the original guidance within Subtopic 610-20 that was issued in connection with ASU 2014-09, as defined below, which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. ASU 2017-05 additionally added guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for our fiscal year beginning November 1, 2018 and we are required to adopt ASU 2017-05 concurrent with the adoption of ASU 2014-09. We are currently evaluating the impact that the adoption of ASU 2017-05 may have on our consolidated financial statements and disclosures.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which provides a more robust framework for determining whether transactions should be accounted for as acquisitions of assets (or disposals) or businesses. ASU 2017-01 is effective for our fiscal year beginning

5



November 1, 2018. We are currently evaluating the impact that the adoption of ASU 2017-01 may have on our consolidated financial statements and disclosures.
In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes and forfeitures, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for our fiscal year beginning November 1, 2017. We are currently evaluating the impact that the adoption of ASU 2016-09 may have on our consolidated financial statements and disclosures.
In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU 2016-02 is effective for our fiscal year beginning November 1, 2019, and, at that time, we will adopt the new standard using a modified retrospective approach. We are currently evaluating the impact that the adoption of ASU 2016-02 may have on our consolidated financial statements and disclosures.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition,” and most industry-specific guidance. ASU 2014-09 also supersedes some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These judgments and estimates include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers” (“ASU 2015-14”), which delays the effective date of ASU 2014-09 by one year. ASU 2014-09, as amended by ASU 2015-14, is effective for our fiscal year beginning November 1, 2018, and, at that time, we expect to adopt the new standard under the modified retrospective approach. We do not believe the adoption of ASU 2014-09 will have a material impact on the amount or timing of our home building revenues. We are continuing to evaluate the impact the adoption of ASU 2014-09 may have on other aspects of our business and on our consolidated financial statements and disclosures.
2. Inventory
Inventory at January 31, 2017 and October 31, 2016 consisted of the following (amounts in thousands):
 
January 31,
2017
 
October 31,
2016
Land controlled for future communities
$
72,075

 
$
71,729

Land owned for future communities
1,620,763

 
1,884,146

Operating communities
5,847,136

 
5,398,092

 
$
7,539,974

 
$
7,353,967

Operating communities include communities offering homes for sale, communities that have sold all available home sites but have not completed delivery of the homes, communities that were previously offering homes for sale but are temporarily closed due to business conditions or non-availability of improved home sites and that are expected to reopen within 12 months of the end of the fiscal period being reported on, and communities preparing to open for sale. The carrying value attributable to operating communities includes the cost of homes under construction, land and land development costs, the carrying cost of home sites in current and future phases of these communities, and the carrying cost of model homes.
Communities that were previously offering homes for sale but are temporarily closed due to business conditions, do not have any remaining backlog and are not expected to reopen within 12 months of the end of the fiscal period being reported on have been classified as land owned for future communities.

6



Information regarding the classification, number, and carrying value of these temporarily closed communities, as of the dates indicated, is provided in the table below:
 
January 31,
2017
 
October 31,
2016
Land owned for future communities:
 
 
 
Number of communities
13

 
18

Carrying value (in thousands)
$
103,607

 
$
123,936

Operating communities:
 
 
 
Number of communities
6

 
3

Carrying value (in thousands)
$
39,237

 
$
8,523


The amounts we have provided for inventory impairment charges and the expensing of costs that we believed not to be recoverable, for the periods indicated, are shown in the table below (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Land controlled for future communities
$
661

 
$
381

Land owned for future communities


 
300

Operating communities
4,000

 
600

 
$
4,661

 
$
1,281

See Note 11, “Fair Value Disclosures,” for information regarding the number of operating communities that we tested for potential impairment, the number of operating communities in which we recognized impairment charges, the amount of impairment charges recognized, and the fair values of those communities, net of impairment charges.
At January 31, 2017, we evaluated our land purchase contracts to determine whether any of the selling entities were VIEs and, if they were, whether we were the primary beneficiary of any of them. Under these land purchase contracts, we do not possess legal title to the land; our risk is generally limited to deposits paid to the sellers and predevelopment costs incurred; and the creditors of the sellers generally have no recourse against us. At January 31, 2017, we determined that 82 land purchase contracts, with an aggregate purchase price of $964.4 million, on which we had made aggregate deposits totaling $46.7 million, were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2016, we determined that 78 land purchase contracts, with an aggregate purchase price of $987.3 million, on which we had made aggregate deposits totaling $44.1 million, were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase contracts.
Interest incurred, capitalized, and expensed, for the periods indicated, was as follows (amounts in thousands): 
 
Three months ended January 31,
 
2017
 
2016
Interest capitalized, beginning of period
$
369,419

 
$
373,128

Interest incurred
41,774

 
40,107

Interest expensed to cost of revenues
(27,928
)
 
(32,023
)
Write-off against other income
(42
)
 
(275
)
Interest capitalized on investments in unconsolidated entities
(2,394
)
 
(1,007
)
Previously capitalized interest transferred to investments in unconsolidated entities
(4,030
)
 

Previously capitalized interest on investments in unconsolidated entities transferred to inventory
81

 


Interest capitalized, end of period
$
376,880

 
$
379,930

3. Investments in Unconsolidated Entities
We have investments in various unconsolidated joint venture entities. These joint ventures (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments, commercial space, and a hotel (“Rental Property Joint Ventures”), which includes our investment in Toll Brothers Realty Trust (the “Trust”); and (iv) invest in distressed loans and

7



real estate and provide financing to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).
The table below provides information as of January 31, 2017, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Gibraltar
Joint Ventures
 
Total
Number of unconsolidated entities
7
 
4
 
13
 
4
 
28
Investment in unconsolidated entities
$
300,124

 
$
130,487

 
$
149,599

 
$
21,486

 
$
601,696

Number of unconsolidated entities with funding commitments by the Company
5
 
1
 
3
 
1

 
10
Company’s remaining funding commitment to unconsolidated entities
$
43,794

 
$
8,300

 
$
3,850

 
$
9,621

 
$
65,565

Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at January 31, 2017, regarding the debt financing obtained by category ($ amounts in thousands):
 
Land
Development
Joint Ventures
 
Home Building
Joint Ventures
 
Rental Property
Joint Ventures
 
Total
Number of joint ventures with debt financing
3
 
1
 
11
 
15
Aggregate loan commitments
$
275,000

 
$
236,500

 
$
1,002,866

 
$
1,514,366

Amounts borrowed under loan commitments
$
237,626

 
$
57,548

 
$
708,174

 
$
1,003,348

More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below.
Land Development Joint Ventures
During the three months ended January 31, 2017, our Land Development Joint Ventures sold approximately 303 lots and recognized revenues of $56.3 million. We acquired 102 of these lots for $25.0 million. Our share of the joint venture income from the lots we acquired of $3.7 million was deferred by reducing our basis in those lots acquired. During the three months ended January 31, 2016, our Land Development Joint Ventures sold approximately 83 lots and recognized revenues of $12.6 million. We acquired 9 of these lots for $0.8 million. Our share of the income from the lots we acquired of $0.2 million was deferred by reducing our basis in those lots acquired.
In the fourth quarter of fiscal 2015, we entered into a joint venture with an unrelated party to purchase and develop a parcel of land located in Irvine, California. The joint venture expects to develop approximately 840 home sites on this land in multiple phases. We have a 50% interest in this joint venture. The joint venture intends to develop the property and sell approximately 50% of the value of the home sites to each of the members of the joint venture. At January 31, 2017, we had an investment of $170.2 million in this joint venture and were committed to make additional contributions to this joint venture of up to $12.5 million. To finance a portion of the land purchase, the joint venture entered into a $320.0 million purchase money mortgage with the seller. In December 2016, the joint venture entered into a $200.0 million building loan agreement and each member made a capital contribution of $80.0 million. A portion of the proceeds from the building loan in addition to the capital contributions made by the members were used to repay the purchase money mortgage. At January 31, 2017, this joint venture had $186.7 million of outstanding borrowings under the building loan.
Home Building Joint Ventures
Our Home Building Joint Ventures are delivering homes in New York City and Jupiter, Florida. During the three months ended January 31, 2017, our Home Building Joint Ventures delivered 87 homes with a sales value of $217.4 million. During the three months ended January 31, 2016, our Home Building Joint Ventures delivered 19 homes with a sales value of $16.0 million.
In December 2016, we entered into a joint venture with an unrelated party to complete the development of a high-rise luxury condominium project in New York City. Before the formation of this joint venture, we acquired the property and incurred approximately $176.0 million of land and land development costs. The joint venture, in which we have a 20% interest, purchased the property from us at our cost, a portion of which was financed by a $236.5 million construction loan obtained by the joint venture. From the sale and financing, we received proceeds of $148.0 million, of which $106.1 million had been held in escrow by our captive title company at October 31, 2016 and was included in “Receivables, prepaid expenses, and other

8



assets” on our Condensed Consolidated Balance Sheet at October 31, 2016. At January 31, 2017, we had an investment of $30.0 million in this joint venture and the joint venture had $57.5 million of outstanding borrowings under the construction loan.
Rental Property Joint Ventures
As of January 31, 2017, our Rental Property Joint Ventures owned 10 for-rent apartment projects, which are located in the metro Boston to metro Washington, D.C. corridor. At January 31, 2017, our joint ventures had approximately 2,950 units that were occupied or ready for occupancy, 600 units in the lease-up stage, and 1,400 units under active development. In addition, we either own, have under contract, or under a letter of intent approximately 4,910 units, which are in the planning stage. We intend to develop these units with joint venture partners in the future.
In the second quarter of fiscal 2016, we entered into a joint venture with an unrelated party to develop a 525-unit luxury for-rent residential apartment building near Union Station in Washington, D.C. Prior to the formation of this joint venture, we acquired the land, through a 100%-owned entity, and incurred $35.1 million of land and land development costs. Our partner acquired a 50% interest in this entity for $20.2 million and we subsequently received cash of $18.7 million to align the capital accounts of each of the partners of the joint venture. In the third quarter of fiscal 2016, as a result of the sale of 50% of our interest to our partner, we recognized a gain of $3.0 million. Due to our continued involvement in the joint venture through our ownership interest, we deferred $3.0 million of the gain realized on the sale. At January 31, 2017, we had an investment of $29.1 million in this joint venture and expect to make additional investments of approximately $0.8 million for the development of this project. In November 2016, the joint venture entered into a $130.6 million construction loan agreement. At January 31, 2017, there were no outstanding borrowings under the construction loan agreement.
In the fourth quarter of fiscal 2016, we entered into a joint venture with an unrelated party to develop a 390-unit luxury for-rent residential apartment building in a Boston, Massachusetts suburb, on land that we were under contract to purchase. We have a 25% interest in this joint venture. In the fourth quarter of fiscal 2016, the joint venture entered into a $91.0 million construction loan agreement with a bank to finance the development of this project. At January 31, 2017, there were no outstanding borrowings under the construction loan agreement. At January 31, 2017, we had an investment of $9.3 million in this joint venture and expect to make additional investments of approximately $1.7 million for the development of this project.
We have an investment in a joint venture in which we have a 50% interest to develop a luxury hotel in conjunction with a high-rise luxury condominium project in New York City being developed by a related Home Building Joint Venture. At January 31, 2017, we had invested $40.5 million in this joint venture. In November 2014, this joint venture, along with the related Home Building Joint Venture, entered into a $160.0 million construction loan agreement to complete the construction of the condominiums and the hotel. In December 2016, this joint venture entered into an $80.0 million, three-year term loan agreement. The proceeds from the term loan, along with proceeds from the closing of condominium units at the Home Building Joint Venture, were used to repay the construction loan. At January 31, 2017, this joint venture had $80.0 million of outstanding borrowings under the term loan.
In 1998, we formed the Trust to invest in commercial real estate opportunities. The Trust is effectively owned one-third by us; one-third by current and former members of our senior management; and one-third by an unrelated party. As of January 31, 2017, our investment in the Trust was zero as cumulative distributions received from the Trust have been in excess of the carrying amount of our net investment. We provide development, finance, and management services to the Trust and recognized fees under the terms of various agreements in the amount of $0.4 million in both the three-month periods ended January 31, 2017 and 2016. In the first quarter of fiscal 2016, we received a $2.0 million distribution from the Trust, which is included in “Income from unconsolidated entities” in our Condensed Consolidated Statement of Operations and Comprehensive Income. No distributions were received from the Trust in the first quarter of fiscal 2017.
Gibraltar Joint Ventures
In the second quarter of fiscal 2016, we, through our wholly owned subsidiary, Gibraltar Capital and Asset Management, LLC (“Gibraltar”), entered into two ventures with an institutional investor to provide builders and developers with land banking and venture capital. We have a 25% interest in these ventures. These ventures will finance builders’ and developers’ acquisition and development of land and home sites and pursue other complementary investment strategies. We may invest up to $100.0 million in these ventures. As of January 31, 2017, we had an investment of $10.5 million in these ventures.
In addition, in the second quarter of fiscal 2016, we entered into a separate venture with the same institutional investor to purchase, from Gibraltar, certain foreclosed real estate owned (“REO”) and distressed loans for $24.1 million. We have a 24% interest in this venture. At January 31, 2017, we have a $5.0 million investment in this venture and are committed to invest an additional $9.6 million, if necessary.

9



Guarantees
The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our partners have guaranteed debt of certain unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.
In some instances, the guarantees provided in connection with loans to an unconsolidated entity are joint and several. In these situations, we generally have a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed upon share of the guarantee; however, if a joint venture partner does not have adequate financial resources to meet its obligations under the reimbursement agreement, we may be liable for more than our proportionate share.
We believe that, as of January 31, 2017, in the event we become legally obligated to perform under a guarantee of an obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture. At January 31, 2017, certain unconsolidated entities have loan commitments aggregating $1.25 billion, of which, if the full amount of the debt obligations were borrowed, we estimate $206.5 million to be our maximum exposure related to repayment and carry cost guarantees. At January 31, 2017, the unconsolidated entities had borrowed an aggregate of $747.7 million, of which we estimate $147.0 million to be our maximum exposure related to repayment and carry cost guarantees. The terms of these guarantees generally range from 3 months to 46 months. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners.
In addition, we have guaranteed approximately $4.0 million of ground lease payments and insurance deductibles for three joint ventures.
As of January 31, 2017, the estimated aggregate fair value of the guarantees provided by us related to debt and other obligations of certain unconsolidated entities was approximately $5.6 million. We have not made payments under any of the guarantees, nor have we been called upon to do so.
Variable Interest Entities
At January 31, 2017 and October 31, 2016, we determined that five and three, respectively, of our joint ventures were VIEs under the guidance of ASC 810, “Consolidation.” However, we have concluded that we were not the primary beneficiary of these VIEs because the power to direct the activities of such VIEs that most significantly impact their performance was either shared by us and such VIEs’ other partners or such activities were controlled by our partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all members. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and the other members. The information presented below regarding the investments, commitments, and guarantees in unconsolidated entities deemed to be VIEs is also included in the information provided above.
At January 31, 2017 and October 31, 2016, our investments in the unconsolidated joint ventures deemed to be VIEs, which is included in “Investments in unconsolidated entities” in the accompanying Condensed Consolidated Balance Sheets, totaled $21.5 million and $16.4 million, respectively. At January 31, 2017, the maximum exposure of loss to our investments in the unconsolidated joint ventures that are VIEs was limited to our investments in the unconsolidated VIEs, except with regard to $9.6 million of additional commitments to the VIEs. At October 31, 2016, the maximum exposure of loss to our investments in the unconsolidated joint ventures that are VIEs was limited to our investments in the unconsolidated VIEs, except with regard to $70.0 million of loan guarantees and $1.4 million of additional commitments to the VIEs. Of our potential exposure for these loan guarantees at October 31, 2016, $14.3 million is related to repayment and carry cost guarantees.

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Joint Venture Condensed Financial Information
The Condensed Balance Sheets, as of the dates indicated, and the Condensed Statements of Operations and Comprehensive Income, for the periods indicated, for the unconsolidated entities in which we have an investment are included below (in thousands):
Condensed Balance Sheets:
 
January 31,
2017
 
October 31,
2016
Cash and cash equivalents
$
110,665

 
$
130,794

Inventory
1,177,928

 
1,074,888

Loans receivable, net
26,684

 

Non-performing loan portfolio
3,835

 
4,298

Rental properties
675,069

 
621,615

Rental properties under development
312,645

 
302,632

Real estate owned (“REO”)
84,471

 
87,226

Other assets
169,064

 
175,805

Total assets
$
2,560,361

 
$
2,397,258

Debt
$
1,008,011

 
$
1,164,883

Other liabilities
132,829

 
152,881

Members’ equity
1,322,829

 
980,354

Noncontrolling interest
96,692

 
99,140

Total liabilities and equity
$
2,560,361

 
$
2,397,258

Company’s net investment in unconsolidated entities (1)
$
601,696

 
$
496,411

 
(1)
Differences between our net investment in unconsolidated entities and our underlying equity in the net assets of the entities are primarily a result of the acquisition price of an investment in a Land Development Joint Venture in fiscal 2012 that was in excess of our pro rata share of the underlying equity; impairments related to our investment in unconsolidated entities; interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; gains recognized from the sale of our ownership interests; and distributions from entities in excess of the carrying amount of our net investment.
Condensed Statements of Operations and Comprehensive Income:
 
Three months ended January 31,
 
2017
 
2016
Revenues
$
295,702

 
$
42,486

Cost of revenues
165,706

 
35,513

Other expenses
21,134

 
9,307

Total expenses
186,840

 
44,820

Gain on disposition of loans and REO
8,886

 
25,983

Income from operations
117,748

 
23,649

Other income
2,586

 
1,005

Income before income taxes
120,334

 
24,654

Income tax provision
3,827

 

Net income including earnings from noncontrolling interests
116,507

 
24,654

Less: income attributable to noncontrolling interest
(2,080
)
 
(11,610
)
Net income attributable to controlling interest
114,427

 
13,044

Other comprehensive income

 
87

Total comprehensive income
$
114,427

 
$
13,131

Company’s equity in earnings of unconsolidated entities (2)
$
46,445

 
$
8,638

(2)
Differences between our equity in earnings of unconsolidated entities and the underlying net income of the entities are primarily a result of a basis difference of an acquired joint venture interest; distributions from entities in excess of the carrying amount of our net investment; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; and our share of the entities’ profits related to home sites purchased by us which reduces our cost basis of the home sites acquired.

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4. Receivables, Prepaid Expenses, and Other Assets
Receivables, prepaid expenses, and other assets at January 31, 2017 and October 31, 2016, consisted of the following (amounts in thousands):
 
January 31, 2017
 
October 31, 2016
Expected recoveries from insurance carriers and others
$
164,510

 
$
165,696

Improvement cost receivable
91,910

 
85,627

Escrow cash held by our captive title company
40,811

 
138,633

Property held for rental development
112,958

 
81,693

Investment in foreclosed real estate owned
10,604

 
11,552

Prepaid expenses
20,794

 
25,659

Other
71,387

 
73,898

 
$
512,974

 
$
582,758


5. Loans Payable, Senior Notes, and Mortgage Company Loan Facility
Loans Payable
At January 31, 2017 and October 31, 2016, loans payable consisted of the following (amounts in thousands):
 
January 31,
2017
 
October 31,
2016
Senior unsecured term loan
$
500,000

 
$
500,000

Credit facility borrowings
250,000

 
250,000

Loans payable – other
131,537

 
122,809

Deferred issuance costs
(1,643
)
 
(1,730
)
 
$
879,894

 
$
871,079

Senior Unsecured Term Loan
On February 3, 2014, we entered into a five-year senior, $485.0 million, unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. We borrowed the full amount of the Term Loan Facility on February 3, 2014. In October 2014, we increased the Term Loan Facility by $15.0 million and borrowed the full amount of the increase. The Term Loan Facility, as amended, matures on August 2, 2021. At January 31, 2017, the interest rate on borrowings was 2.18% per annum.
We and substantially all of our 100%-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as our New Credit Facility, as described below.
Credit Facility
On August 1, 2013, we entered into a $1.035 billion, unsecured, five-year revolving credit facility (the “Credit Facility”). The commitments under the Credit Facility were scheduled to expire on August 1, 2018. On May 19, 2016, we entered into a new $1.215 billion (subsequently increased to $1.295 billion), unsecured, five-year revolving credit facility (the “New Credit Facility”) with a syndicate of banks (the “Aggregate Credit Commitment”) and terminated the Credit Facility. The commitments under the New Credit Facility are scheduled to expire on May 19, 2021. We and substantially all of our 100%-owned home building subsidiaries are guarantors under the New Credit Facility.
Under the terms of the New Credit Facility, at January 31, 2017, our maximum leverage ratio (as defined in the credit agreement) may not exceed 1.75 to 1.00, and we are required to maintain a minimum tangible net worth (as defined in the credit agreement) of no less than approximately $2.64 billion. Under the terms of the New Credit Facility, at January 31, 2017, our leverage ratio was approximately 0.79 to 1.00, and our tangible net worth was approximately $4.28 billion. Based upon the minimum tangible net worth requirement in the New Credit Facility, our ability to repurchase our common stock was limited to approximately $2.34 billion as of January 31, 2017.
At January 31, 2017, we had $250.0 million of outstanding borrowings under the New Credit Facility and had outstanding letters of credit of approximately $112.4 million under the New Credit Facility. Subsequent to January 31, 2017, we borrowed

12



an additional $125.0 million under the New Credit Facility. At January 31, 2017, the interest rate on borrowings under the New Credit Facility was 2.27% per annum.
Loans Payable – Other
Our “Loans payable – other” primarily represent purchase money mortgages on properties we acquired that the seller had financed and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At January 31, 2017, the weighted-average interest rate on “Loans payable – other” was 3.99% per annum.
Senior Notes
At January 31, 2017, we, through Toll Brothers Finance Corp., had eight issues of Senior Notes outstanding with an aggregate principal amount of $2.71 billion.
Mortgage Company Loan Facility
In October 2016, TBI Mortgage® Company (“TBI Mortgage”), our wholly owned mortgage subsidiary, entered into a Mortgage Warehousing Agreement (“Warehousing Agreement”) with a syndicate of banks. The purpose of the Warehousing Agreement is to finance the origination of mortgage loans by TBI Mortgage, and the Warehousing Agreement is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” The Warehousing Agreement provides for loan purchases up to $150 million, subject to certain sublimits. In addition, the Warehousing Agreement provides for an accordion feature under which TBI Mortgage may request that the aggregate commitments under the Warehousing Agreement be increased to an amount up to $210 million for a short period of time. The Warehousing Agreement expires on October 27, 2017, and borrowings thereunder bear interest at LIBOR plus 2.00% per annum. At January 31, 2017, the interest rate on the Warehousing Agreement was 2.78% per annum. At January 31, 2017 and October 31, 2016, there was $57.0 million and $210.0 million, respectively, outstanding under the Warehousing Agreement, respectively, which are included in liabilities in our Condensed Consolidated Balance Sheets.
6. Accrued Expenses
Accrued expenses at January 31, 2017 and October 31, 2016 consisted of the following (amounts in thousands):
 
January 31,
2017
 
October 31,
2016
Land, land development, and construction
$
131,290

 
$
153,264

Compensation and employee benefits
138,680

 
138,282

Escrow liability
40,360

 
137,396

Self-insurance
124,100

 
126,431

Warranty
364,058

 
370,992

Deferred income
38,940

 
43,488

Interest
39,325

 
34,903

Commitments to unconsolidated entities
6,411

 
5,637

Other
56,938

 
61,907

 
$
940,102

 
$
1,072,300

As previously disclosed in Note 6, “Accrued Expenses” in our 2016 Form 10-K, we determined that we needed to make repairs in certain completed communities located in Pennsylvania and Delaware (which are in our Mid-Atlantic region) related to stucco and other water intrusion claims in older homes. Each quarter, we review and update where necessary our assumptions to the estimates used in determining our estimated liability for these claims. This review and update includes an analysis to determine an estimated number of claims likely to be received and the estimated costs to resolve any such claims. This analysis involves many factors including: the number of communities involved; the closing dates of the homes in each community; the number of claims received to date; our inspection of homes; an estimate of the number of homes we expect to repair; the type and cost of repairs that have been performed in each community; the estimated costs to remediate pending and future claims in each community; the expected recovery from our insurance carriers and others; and the amount of warranty and self-insurance reserves already recorded. Due to the degree of judgment required and the potential for variability in the underlying assumptions, it is reasonably possible that our actual costs could differ from those estimated, such differences could be material, and, therefore, we are unable to estimate the range of any such differences. Based upon our review at January 31, 2017, we determined that no adjustments to our previous estimates were needed.

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At January 31, 2017 and October 31, 2016, our estimated remaining liability to be expended for known and unknown stucco and other water intrusion claims was $291.7 million and $298.0 million, respectively, of which we expect to recover a total of approximately $140.0 million and $141.7 million, respectively, from outside insurance carriers and others.
We accrue for expected warranty costs at the time each home is closed and title and possession are transferred to the home buyer. Warranty costs are accrued based upon historical experience. The table below provides, for the periods indicated, a reconciliation of the changes in our warranty accrual (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Balance, beginning of period
$
370,992

 
$
93,083

Additions – homes closed during the period
5,104

 
4,496

Addition – Coleman liabilities acquired
1,111

 


Increase in accruals for homes closed in prior years
1,694

 
2,453

Reclassification from other accruals
732

 


Charges incurred
(15,575
)
 
(9,371
)
Balance, end of period
$
364,058

 
$
90,661

7. Income Taxes
We recorded income tax provisions of $39.4 million and $43.6 million for the three months ended January 31, 2017 and 2016, respectively. The effective tax rate for the three months ended January 31, 2017 was 35.9%, compared to 37.4% for the three months ended January 31, 2016. The income tax provisions for both periods included the provision for state income taxes and interest accrued on anticipated tax assessments, offset by tax benefits related to the utilization of domestic production activities deductions and other permanent differences.
We currently operate in 20 states and are subject to various state tax jurisdictions. We estimate our state tax liability based upon the individual taxing authorities’ regulations, estimates of income by taxing jurisdiction, and our ability to utilize certain tax-saving strategies. We estimate our rate for the full fiscal year 2017 for state income taxes will be 7.6%. Our state income tax rate for the full fiscal year 2016 was 7.0%.
For state tax purposes, due to past and projected losses in certain jurisdictions where we do not have carryback potential and/or cannot sufficiently forecast future taxable income, we recognized net cumulative valuation allowances against our state deferred tax assets of $32.2 million as of January 31, 2017 and October 31, 2016.
At January 31, 2017, we had $25.8 million of gross unrecognized tax benefits, including interest and penalties. If these unrecognized tax benefits were to reverse in the future, they would have a beneficial impact on our effective tax rate at that time. During the next 12 months, it is reasonably possible that our unrecognized tax benefits will change, but we are not able to provide a range of such change. The possible changes would be principally due to the expiration of tax statutes, settlements with taxing jurisdictions, increases due to new tax positions taken, and the accrual of estimated interest and penalties.
8. Stock-Based Benefit Plans
We grant stock options and various types of restricted stock units to our employees and our nonemployee directors. Additionally, we have an employee stock purchase plan that allows employees to purchase our stock at a discount.
Information regarding the amount of total stock-based compensation expense and tax benefit recognized by us, for the periods indicated, is as follows (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Total stock-based compensation expense recognized
$
9,329

 
$
9,223

Income tax benefit recognized
$
3,653

 
$
3,555

At January 31, 2017 and October 31, 2016, the aggregate unamortized value of outstanding stock-based compensation awards was approximately $43.6 million and $27.0 million, respectively.
9. Stock Repurchase Program
On May 23, 2016, our Board of Directors terminated a prior share repurchase program and authorized, under a new repurchase program, the repurchase of 20 million shares of our common stock in open market transactions or otherwise for general

14



corporate purposes, including to obtain shares for the Company’s equity award and other employee benefit plans. The Board of Directors did not fix any expiration date for this repurchase program.
The table below provides, for the periods indicated, information about our share repurchase programs:
 
Three months ended January 31,
 
2017
 
2016
Number of shares purchased (in thousands)
557

 
4,770

Average price per share
$
27.33

 
$
31.48

Remaining authorization at January 31 (in thousands)
15,281

 
13,765

10. Income per Share Information
The table below provides, for the periods indicated, information pertaining to the calculation of income per share, common stock equivalents, weighted-average number of antidilutive options, and shares issued (amounts in thousands):
 
 
Three months ended January 31,
 
 
2017
 
2016
Numerator:
 
 
 
 
Net income as reported
 
$
70,416

 
$
73,180

Plus interest and costs attributable to 0.5% Exchangeable Senior Notes, net of income tax benefit
 
384

 
389

Numerator for diluted earnings per share
 
$
70,800

 
$
73,569

 
 
 
 
 
Denominator:
 
 
 
 
Basic weighted-average shares
 
162,588

 
174,205

Common stock equivalents (a)
 
1,971

 
2,328

Shares attributable to 0.5% Exchangeable Senior Notes
 
5,858

 
5,858

Diluted weighted-average shares
 
170,417

 
182,391

 
 
 
 
 
Other information:
 
 
 
 
Weighted-average number of antidilutive options and restricted stock units (b)
 
5,204

 
2,954

Shares issued under stock incentive and employee stock purchase plans
 
1,280

 
473

(a)
Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued under performance-based restricted stock units and nonperformance-based restricted stock units.
(b)
Weighted-average number of antidilutive options and restricted stock units are based upon the average closing price of our common stock on the NYSE for the period.
11. Fair Value Disclosures
Financial Instruments
The table below provides, as of the dates indicated, a summary of assets (liabilities) related to our financial instruments, measured at fair value on a recurring basis (amounts in thousands):
 
 
 
 
Fair value
Financial Instrument
 
Fair value
hierarchy
 
January 31,
2017
 
October 31, 2016
Mortgage Loans Held for Sale
 
Level 2
 
$
85,765

 
$
248,601

Forward Loan Commitments — Residential Mortgage Loans Held for Sale
 
Level 2
 
$
1,009

 
$
1,390

Interest Rate Lock Commitments (“IRLCs”)
 
Level 2
 
$
(3,917
)
 
$
(921
)
Forward Loan Commitments — IRLCs
 
Level 2
 
$
3,917

 
$
921

At January 31, 2017 and October 31, 2016, the carrying value of cash and cash equivalents and restricted cash and investments approximated fair value.

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Mortgage Loans Held for Sale
At the end of the reporting period, we determine the fair value of our mortgage loans held for sale and the forward loan commitments we have entered into as a hedge against the interest rate risk of our mortgage loans and commitments using the market approach to determine fair value.
The table below provides, as of the dates indicated, the aggregate unpaid principal and fair value of mortgage loans held for sale (amounts in thousands):
 
Aggregate unpaid
principal balance
 
Fair value
 
Excess/(Deficit)
At January 31, 2017
$
86,122

 
$
85,765

 
$
(357
)
At October 31, 2016
$
246,794

 
$
248,601

 
$
1,807

Inventory
We recognize inventory impairment charges based on the difference in the carrying value of the inventory and its fair value at the time of the evaluation. The fair value of the aforementioned inventory was determined using Level 3 criteria. See Note 1, “Significant Accounting Policies – Inventory,” in our 2016 Form 10-K for information regarding our methodology for determining fair value. The table below summarizes, for the periods indicated, the ranges of certain quantitative unobservable inputs utilized in determining the fair value of impaired operating communities:
Three months ended:
Selling price
per unit
($ in thousands)
 
Sales pace
per year
(in units)
 
Discount rate
Fiscal 2017:
 
 
 
 
 
January 31
692 - 880
 
4 - 12
 
16.3%
 
 
 
 
 
 
Fiscal 2016:
 
 
 
 
 
January 31
 
 
April 30
369 - 394
 
18 - 23
 
16.3%
July 31
 
 
October 31
 
 
The table below provides, for the periods indicated, the fair value of operating communities whose carrying value was adjusted and the amount of impairment charges recognized ($ amounts in thousands):
 
 
 
Impaired operating communities
Three months ended:
Number of
communities tested
 
Number of
communities
 
Fair value of
communities,
net of
impairment charges
 
Impairment charges recognized
Fiscal 2017:
 
 
 
 
 
 
 
January 31
57
 
2
 
$
8,372

 
$
4,000

 
 
 
 
 
 
 
$
4,000

Fiscal 2016:
 
 
 
 
 
 
 
January 31
43
 
2
 
$
1,713

 
$
600

April 30
41
 
2
 
$
10,103

 
6,100

July 31
51
 
2
 
$
11,714

 
1,250

October 31
59
 
2
 
$
1,126

 
415

 
 
 
 
 
 
 
$
8,365


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Debt
The table below provides, as of the dates indicated, the book value and estimated fair value of our debt (amounts in thousands):
 
 
 
January 31, 2017
 
October 31, 2016
 
Fair value
hierarchy
 
Book value
 
Estimated
fair value
 
Book value
 
Estimated
fair value
Loans payable (a)
Level 2
 
$
881,537

 
$
879,581

 
$
872,809

 
$
870,384

Senior notes (b)
Level 1
 
2,707,376

 
2,814,780

 
2,707,376

 
2,843,177

Mortgage company loan facility (c)
Level 2
 
57,040

 
57,040

 
210,000

 
210,000

 
 
 
$
3,645,953

 
$
3,751,401

 
$
3,790,185

 
$
3,923,561

(a)
The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us for loans with similar terms and remaining maturities as of the applicable valuation date.
(b)
The estimated fair value of our senior notes is based upon their market prices as of the applicable valuation date.
(c)
We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.
12. Other Income – Net
The table below provides the significant components of other income – net (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Interest income
$
941

 
$
404

Income from ancillary businesses
2,297

 
3,729

Gibraltar
(62
)
 
828

Management fee income from unconsolidated entities
4,289

 
2,107

Retained customer deposits
1,746

 
2,113

Income from land sales
3,559

 
3,998

Other
(67
)
 
541

Total other income – net
$
12,703

 
$
13,720

In the three months ended January 31, 2016, our security monitoring business recognized a gain of $1.6 million from a bulk sale of security monitoring accounts in fiscal 2015, which is included in income from ancillary businesses in the table above.
Income from ancillary businesses includes our mortgage, title, landscaping, security monitoring, and golf course and country club operations. The table below provides, for the periods indicated, revenues and expenses for our ancillary businesses (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Revenues
$
28,528

 
$
24,869

Expenses
$
26,231

 
$
21,140

The table below provides, for the periods indicated, revenues and expenses recognized from land sales (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Revenues
$
144,714

 
$
10,691

Expenses
(144,273
)
 
(6,693
)
Deferred gain recognized
3,118

 

Income from land sales
$
3,559

 
$
3,998

Land sale revenues for the three months ended January 31, 2017 includes $143.3 million related to an in substance real estate sale transaction which resulted in a new Home Building Joint Venture in which we have a 20% interest. No gain or loss was realized on the sale. See Note 3, “Investments in Unconsolidated Entities,” for more information on this transaction.

17



13. Commitments and Contingencies
Legal Proceedings
We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made for probable losses. We believe that the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
Investments in Unconsolidated Entities
At January 31, 2017, we had investments in a number of unconsolidated entities, were committed to invest or advance additional funds, and had guaranteed a portion of the indebtedness and/or loan commitments of these entities. See Note 3, “Investments in Unconsolidated Entities,” for more information regarding our commitments to these entities.
Land Purchase Commitments
Generally, our purchase agreements to acquire land parcels do not require us to purchase those land parcels, although we, in some cases, forfeit any deposit balance outstanding if and when we terminate a purchase agreement. Information regarding our land purchase commitments, as of the dates indicated, is provided in the table below (amounts in thousands):
 
January 31, 2017
 
October 31, 2016
Aggregate purchase commitments:
 
 
 
Unrelated parties
$
1,388,618

 
$
1,544,185

Unconsolidated entities that the Company has investments in
54,226

 
79,204

Total
$
1,442,844

 
$
1,623,389

Deposits against aggregate purchase commitments
$
70,502

 
$
65,299

Additional cash required to acquire land
1,372,342

 
1,558,090

Total
$
1,442,844

 
$
1,623,389

Amount of additional cash required to acquire land included in accrued expenses
$
16,985

 
$
18,266

In addition, we expect to purchase approximately 3,600 additional home sites over a number of years from several joint ventures in which we have interests; the purchase prices of these home sites will be determined at a future date.
At January 31, 2017, we also had purchase commitments to acquire land for apartment developments of approximately $84.3 million, of which we had outstanding deposits in the amount of $4.4 million.
We have additional land parcels under option that have been excluded from the aforementioned aggregate purchase amounts since we do not believe that we will complete the purchase of these land parcels and no additional funds will be required from us to terminate these contracts.
Surety Bonds and Letters of Credit
At January 31, 2017, we had outstanding surety bonds amounting to $667.1 million, primarily related to our obligations to governmental entities to construct improvements in our communities. We estimate that $345.4 million of work remains on these improvements. We have an additional $137.7 million of surety bonds outstanding that guarantee other obligations. We do not believe that it is probable that any outstanding bonds will be drawn upon.
At January 31, 2017, we had outstanding letters of credit of $112.4 million under our New Credit Facility. These letters of credit were issued to secure our various financial obligations, including insurance policy deductibles and other claims, land deposits, and security to complete improvements in communities in which we are operating. We do not believe that it is probable that any outstanding letters of credit will be drawn upon.
Backlog
At January 31, 2017, we had agreements of sale outstanding to deliver 5,145 homes with an aggregate sales value of $4.35 billion.

18



Mortgage Commitments
Information regarding our mortgage commitments, as of the dates indicated, is provided in the table below (amounts in thousands):
 
January 31,
2017
 
October 31, 2016
Aggregate mortgage loan commitments:
 
 
 
IRLCs
$
352,279

 
$
255,647

Non-IRLCs
1,178,730

 
1,094,861

Total
$
1,531,009

 
$
1,350,508

Investor commitments to purchase:
 
 
 
IRLCs
$
352,279

 
$
255,647

Mortgage loans receivable
71,668

 
231,398

Total
$
423,947

 
$
487,045

14. Information on Segments
We operate in two segments: Traditional Home Building and Urban Infill. We build and sell detached and attached homes in luxury residential communities located in affluent suburban markets that cater to move-up, empty-nester, active-adult, age-qualified, and second-home buyers in the United States (“Traditional Home Building”). We also build and sell homes in urban infill markets through Toll Brothers City Living® (“City Living”).
We have determined that our Traditional Home Building operations operate in five geographic segments: North, Mid-Atlantic, South, West, and California. The states comprising each geographic segment are as follows:
North:    Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, and New York
Mid-Atlantic:    Delaware, Maryland, Pennsylvania, and Virginia
South:    Florida, North Carolina, and Texas
West:    Arizona, Colorado, Idaho, Nevada, and Washington
California:    California

19



Revenue and income (loss) before income taxes for each of our segments, for the periods indicated, were as follows (amounts in thousands):
 
Three months ended January 31,
 
2017
 
2016
Revenues:
 
 
 
Traditional Home Building:
 
 
 
North
$
145,638

 
$
120,818

Mid-Atlantic
184,051

 
169,808

South
142,196

 
146,798

West
211,133

 
137,258

California
219,776

 
216,903

Traditional Home Building
902,794

 
791,585

City Living
17,936

 
136,981

Total
$
920,730

 
$
928,566

 
 
 
 
Income (loss) before income taxes:
 
 
 
Traditional Home Building:
 
 
 
North
$
10,093

 
$
8,033

Mid-Atlantic
11,632

 
16,983

South
13,111

 
21,245

West
25,497

 
19,688

California
43,193

 
43,536

Traditional Home Building
103,526

 
109,485

City Living
43,102

 
43,680

Corporate and other
(36,847
)
 
(36,348
)
Total
$
109,781

 
$
116,817

“Corporate and other” is comprised principally of general corporate expenses such as the offices of our executive officers; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including Gibraltar; and income from a number of our unconsolidated entities.
Total assets for each of our segments, as of the dates indicated, are shown in the table below (amounts in thousands):
 
January 31,
2017
 
October 31,
2016
Traditional Home Building:
 
 
 
North
$
1,071,049

 
$
1,020,250

Mid-Atlantic
1,182,142

 
1,166,023

South
1,257,109

 
1,203,554

West
1,250,759

 
1,130,625

California
2,625,956

 
2,479,885

Traditional Home Building
7,387,015

 
7,000,337

City Living
824,419

 
946,738

Corporate and other
1,305,366

 
1,789,714

Total
$
9,516,800

 
$
9,736,789

“Corporate and other” is comprised principally of cash and cash equivalents, restricted cash and investments, deferred tax assets, investments in our Rental Property Joint Ventures, expected recoveries from insurance carriers and suppliers, our Gibraltar investments, manufacturing facilities, and our mortgage and title subsidiaries.

20



15. Supplemental Disclosure to Condensed Consolidated Statements of Cash Flows
The following are supplemental disclosures to the Condensed Consolidated Statements of Cash Flows, for the periods indicated (amounts in thousands): 
 
 
Three months ended January 31,
 
 
2017
 
2016
Cash flow information:
 
 
 
 
Interest capitalized, net of amount paid
 
$
419

 
$
8,227

Income tax payments
 
$
80,070

 
$
38,781

Income tax refunds
 
$
911

 
$
1,874

Noncash activity:
 
 
 
 
Cost of inventory acquired through seller financing or municipal bonds, net
 
$
18,011

 
$
10,534

Reduction in inventory for our share of earnings in land purchased from unconsolidated entities and allocation of basis difference
 
$
3,654

 
$
160

Defined benefit plan amendment
 


 
$
757

Deferred tax decrease related to stock-based compensation activity included in additional paid-in capital
 
$
4,935

 
$
3,249

Transfer of inventory to investment in unconsolidated entities
 
$
36,256

 


Acquisition of a Business:
 
 
 
 
Fair value of assets purchased
 
$
90,560

 


Liabilities assumed
 
$
5,377

 


Cash paid
 
$
85,183

 



21



16. Supplemental Guarantor Information
At January 31, 2017, our 100%-owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following outstanding Senior Notes (amounts in thousands):
 
 
Original amount issued and amount outstanding
8.91% Senior Notes due 2017
 
$
400,000

4.0% Senior Notes due 2018
 
$
350,000

6.75% Senior Notes due 2019
 
$
250,000

5.875% Senior Notes due 2022
 
$
419,876

4.375% Senior Notes due 2023
 
$
400,000

5.625% Senior Notes due 2024
 
$
250,000

4.875% Senior Notes due 2025
 
$
350,000

0.5% Exchangeable Senior Notes due 2032
 
$
287,500

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by us and substantially all of our 100%-owned home building subsidiaries (the “Guarantor Subsidiaries”). The guarantees are full and unconditional. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Nonguarantor Subsidiaries”) do not guarantee these Senior Notes. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of our other subsidiaries by lending the proceeds from the above-described debt issuances. The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of our obligations under the New Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee so long as (i) no default or event of default exists or would result from release of such guarantee; (ii) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of our most recent fiscal quarter; (iii) the Guarantor Subsidiaries released from their guarantees in any fiscal year comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of our consolidated net worth as of the end of our most recent fiscal quarter; (iv) such release would not have a material adverse effect on our and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the New Credit Facility. If there are no guarantors under the New Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees.
During the preparation of this Form 10-Q, we identified an immaterial revision that was necessary to certain columns in the consolidating statements for the year ended October 31, 2016. The revision impacted the Guarantor and Nonguarantor Subsidiaries columns in the Consolidating Statement of Operations and Comprehensive Income for the year ended October 31, 2016 and the Nonguarantor Subsidiaries and Eliminations columns in the Condensed Consolidating Balance Sheet as of October 31, 2016, by offsetting amounts. Corresponding changes to the Consolidating Statement of Cash Flows for the year ended October 31, 2016 were also made. The revision had no impact on any consolidated totals of such consolidating statements.
Accordingly, the Consolidating Statements of Operations and Comprehensive Income and of Cash Flows for the year ended October 31, 2016 and the Condensed Consolidating Balance Sheet as of October 31, 2016 have been revised to reflect the immaterial adjustment described above and are included hereunder.
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.
Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Nonguarantor Subsidiaries, and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands).

22



Condensed Consolidating Balance Sheet at January 31, 2017:
 
Toll
Brothers,
Inc.
 
Subsidiary
Issuer
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents

 

 
280,504

 
92,965

 

 
373,469

Restricted cash and investments
11,796

 

 


 
649

 

 
12,445

Inventory

 

 
7,244,287

 
295,687

 

 
7,539,974

Property, construction and office equipment, net

 

 
156,691

 
15,768

 

 
172,459

Receivables, prepaid expenses and other assets
17

 


 
353,100

 
200,837

 
(40,980
)
 
512,974

Mortgage loans held for sale

 

 

 
85,765

 

 
85,765

Customer deposits held in escrow

 

 
57,663

 
349

 

 
58,012

Investments in unconsolidated entities

 

 
96,840

 
504,856

 

 
601,696

Investments in foreclosed real estate and distressed loans

 

 


 


 

 

Investments in and advances to consolidated entities
4,163,667

 
2,747,471

 
91,740

 
166,492

 
(7,169,370
)
 

Deferred tax assets, net of valuation allowances
160,006

 


 


 


 


 
160,006

 
4,335,486

 
2,747,471

 
8,280,825

 
1,363,368

 
(7,210,350
)
 
9,516,800

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Loans payable

 

 
879,894

 


 

 
879,894

Senior notes

 
2,687,342

 

 

 
8,182

 
2,695,524

Mortgage company loan facility

 

 

 
57,040

 

 
57,040

Customer deposits

 

 
326,407

 
17,743

 

 
344,150

Accounts payable

 

 
256,323

 
2,371

 

 
258,694

Accrued expenses

 
36,869

 
585,661

 
367,776

 
(50,204
)
 
940,102

Advances from consolidated entities

 


 
1,834,429

 
728,851

 
(2,563,280
)
 

Income taxes payable
20,372

 

 

 


 

 
20,372

Total liabilities
20,372

 
2,724,211

 
3,882,714

 
1,173,781

 
(2,605,302
)
 
5,195,776

Equity
 
 
 
 
 
 
 
 
 
 
 
Stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Common stock
1,779

 

 
48

 
3,006

 
(3,054
)
 
1,779

Additional paid-in capital
718,861

 
49,400

 


 
93,734

 
(143,134
)
 
718,861

Retained earnings (deficits)
4,047,713

 
(26,140
)
 
4,398,063

 
86,937

 
(4,458,860
)
 
4,047,713

Treasury stock, at cost
(450,072
)
 

 

 

 

 
(450,072
)
Accumulated other comprehensive loss
(3,167
)
 

 


 

 


 
(3,167
)
Total stockholders’ equity
4,315,114

 
23,260

 
4,398,111

 
183,677

 
(4,605,048
)
 
4,315,114

Noncontrolling interest

 

 

 
5,910

 

 
5,910

Total equity
4,315,114

 
23,260

 
4,398,111

 
189,587

 
(4,605,048
)
 
4,321,024

 
4,335,486

 
2,747,471

 
8,280,825

 
1,363,368

 
(7,210,350
)
 
9,516,800


23



Condensed Consolidating Balance Sheet at October 31, 2016:
 
Toll
Brothers,
Inc.
 
Subsidiary
Issuer
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents

 

 
583,440

 
50,275

 

 
633,715

Restricted cash and investments
11,708

 

 


 
19,583

 

 
31,291

Inventory

 

 
6,896,205

 
457,806

 
(44
)
 
7,353,967

Property, construction and office equipment, net

 

 
153,663

 
15,913

 

 
169,576

Receivables, prepaid expenses and other assets
77

 


 
319,319

 
299,978

 
(36,616
)
 
582,758

Mortgage loans held for sale

 

 

 
248,601

 

 
248,601

Customer deposits held in escrow

 

 
50,079

 
2,978

 

 
53,057

Investments in unconsolidated entities

 

 
101,999

 
394,412

 

 
496,411

Investments in and advances to consolidated entities
4,112,876

 
2,741,160

 
20,519

 
90,671

 
(6,965,226
)
 

Deferred tax assets, net of valuation allowances
167,413

 


 


 


 


 
167,413

 
4,292,074

 
2,741,160

 
8,125,224

 
1,580,217

 
(7,001,886
)
 
9,736,789

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Loans payable

 

 
871,079

 


 

 
871,079

Senior notes

 
2,683,823

 

 

 
10,549

 
2,694,372

Mortgage company loan facility

 

 

 
210,000

 

 
210,000

Customer deposits

 

 
292,794

 
16,305

 

 
309,099

Accounts payable

 

 
280,107

 
1,848

 

 
281,955

Accrued expenses

 
32,559

 
610,958

 
469,527

 
(40,744
)
 
1,072,300

Advances from consolidated entities

 


 
1,737,682

 
799,082

 
(2,536,764
)
 

Income taxes payable
62,782

 

 

 


 

 
62,782

Total liabilities
62,782

 
2,716,382

 
3,792,620

 
1,496,762

 
(2,566,959
)
 
5,501,587

Equity
 
 
 
 
 
 
 
 
 
 
 
Stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Common stock
1,779

 

 
48

 
3,006

 
(3,054
)
 
1,779

Additional paid-in capital
728,464

 
49,400

 


 
6,734

 
(56,134
)
 
728,464

Retained earnings (deficits)
3,977,297

 
(24,622
)
 
4,332,556

 
67,805

 
(4,375,739
)
 
3,977,297

Treasury stock, at cost
(474,912
)
 

 

 

 

 
(474,912
)
Accumulated other comprehensive loss
(3,336
)
 

 


 

 


 
(3,336
)
Total stockholders’ equity
4,229,292

 
24,778

 
4,332,604

 
77,545

 
(4,434,927
)
 
4,229,292

Noncontrolling interest

 

 

 
5,910

 

 
5,910

Total equity
4,229,292

 
24,778

 
4,332,604

 
83,455

 
(4,434,927
)
 
4,235,202

 
4,292,074

 
2,741,160

 
8,125,224

 
1,580,217

 
(7,001,886
)
 
9,736,789






24



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2017:
 
Toll
Brothers,
Inc.
 
Subsidiary
Issuer
 
Guarantor
Subsidiaries
 
Nonguarantor
Subsidiaries
 
Eliminations
 
Consolidated
Revenues

 

 
915,823

 
45,696

 
(40,789
)
 
920,730

Cost of revenues

 

 
724,257

 
29,471

 
(20,726
)
 
733,002

Selling, general and administrative


 
968

 
143,881

 
16,948

 
(24,702
)
 
137,095

 

 
968

 
868,138

 
46,419

 
(45,428
)
 
870,097

Income (loss) from operations

 
(968
)
 
47,685

 
(723
)
 
4,639

 
50,633

Other:
 
 
 
 
 
 
 
 
 
 
 
Income from unconsolidated entities