Supplemental Guarantor Information [Text Block] | Supplemental Guarantor Information Our 100% -owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following Senior Notes (amounts in thousands): Original amount issued and amount outstanding at January 31, 2016 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 0.50% 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 the debt. 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 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 Credit Facility. If there are no guarantors under the Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees. 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). Condensed Consolidating Balance Sheet at January 31, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents — — 178,762 157,482 — 336,244 Restricted cash 15,192 255 13,903 29,350 Inventory 6,756,683 423,367 7,180,050 Property, construction and office equipment, net 119,303 15,443 134,746 Receivables, prepaid expenses and other assets 108 175,176 169,600 (51,417 ) 293,467 Mortgage loans held for sale 73,145 73,145 Customer deposits held in escrow 57,012 1,290 58,302 Investments in unconsolidated entities 109,031 305,833 414,864 Investments in foreclosed real estate and distressed loans 48,576 48,576 Investments in and advances to consolidated entities 4,004,727 2,740,891 4,740 (6,750,358 ) — Deferred tax assets, net of valuation allowances 194,693 194,693 4,214,720 2,740,891 7,400,962 1,208,639 (6,801,775 ) 8,763,437 LIABILITIES AND EQUITY Liabilities Loans payable 615,298 615,298 Senior notes 2,673,316 17,573 2,690,889 Mortgage company loan facility 63,907 63,907 Customer deposits 293,703 7,579 301,282 Accounts payable 263,955 497 264,452 Accrued expenses 38,160 352,643 269,844 (53,570 ) 607,077 Advances from consolidated entities 1,870,150 747,531 (2,617,681 ) — Income taxes payable 64,567 64,567 Total liabilities 64,567 2,711,476 3,395,749 1,089,358 (2,653,678 ) 4,607,472 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 718,412 49,400 1,734 (51,134 ) 718,412 Retained earnings (deficits) 3,668,382 (19,985 ) 4,005,169 108,725 (4,093,909 ) 3,668,382 Treasury stock, at cost (235,654 ) (235,654 ) Accumulated other comprehensive loss (2,766 ) (4 ) (2,770 ) Total stockholders’ equity 4,150,153 29,415 4,005,213 113,465 (4,148,097 ) 4,150,149 Noncontrolling interest 5,816 5,816 Total equity 4,150,153 29,415 4,005,213 119,281 (4,148,097 ) 4,155,965 4,214,720 2,740,891 7,400,962 1,208,639 (6,801,775 ) 8,763,437 Condensed Consolidating Balance Sheet at October 31, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated ASSETS Cash and cash equivalents — — 783,599 135,394 — 918,993 Marketable securities 10,001 10,001 Restricted cash 15,227 499 1,069 16,795 Inventory 6,530,698 466,818 6,997,516 Property, construction and office equipment, net 121,178 15,577 136,755 Receivables, prepaid expenses and other assets 52 149,268 178,680 (43,870 ) 284,130 Mortgage loans held for sale 123,175 123,175 Customer deposits held in escrow 51,767 4,338 56,105 Investments in unconsolidated entities 115,999 296,861 412,860 Investments in foreclosed real estate and distressed loans 51,730 51,730 Investments in and advances to consolidated entities 4,067,722 2,726,428 4,740 (6,798,890 ) — Deferred tax assets, net of valuation allowances 198,455 198,455 4,281,456 2,726,428 7,757,748 1,283,643 (6,842,760 ) 9,206,515 LIABILITIES AND EQUITY Liabilities Loans payable 1,000,439 1,000,439 Senior notes 2,669,860 19,941 2,689,801 Mortgage company loan facility 100,000 100,000 Customer deposits 271,124 13,185 284,309 Accounts payable 236,436 517 236,953 Accrued expenses 25,699 361,089 266,411 (45,133 ) 608,066 Advances from consolidated entities 1,932,075 850,374 (2,782,449 ) — Income taxes payable 58,868 58,868 Total liabilities 58,868 2,695,559 3,801,163 1,230,487 (2,807,641 ) 4,978,436 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 728,125 49,400 1,734 (51,134 ) 728,125 Retained earnings (deficits) 3,595,202 (18,531 ) 3,956,568 42,894 (3,980,931 ) 3,595,202 Treasury stock, at cost (100,040 ) (100,040 ) Accumulated other comprehensive loss (2,478 ) (31 ) (2,509 ) Total stockholders’ equity 4,222,588 30,869 3,956,585 47,634 (4,035,119 ) 4,222,557 Noncontrolling interest 5,522 5,522 Total equity 4,222,588 30,869 3,956,585 53,156 (4,035,119 ) 4,228,079 4,281,456 2,726,428 7,757,748 1,283,643 (6,842,760 ) 9,206,515 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Revenues 784,596 170,223 (26,253 ) 928,566 Cost of revenues 624,801 90,087 (2,577 ) 712,311 Selling, general and administrative 12 969 125,905 17,973 (23,063 ) 121,796 12 969 750,706 108,060 (25,640 ) 834,107 Income (loss) from operations (12 ) (969 ) 33,890 62,163 (613 ) 94,459 Other: Income from unconsolidated entities 2,997 5,641 8,638 Other income – net 2,391 8,169 4,193 (1,033 ) 13,720 Intercompany interest income 36,497 (36,497 ) — Interest expense (37,895 ) (248 ) 38,143 — Income from subsidiaries 114,438 69,382 (183,820 ) — Income (loss) before income taxes 116,817 (2,367 ) 114,438 71,749 (183,820 ) 116,817 Income tax provision (benefit) 43,637 (912 ) 44,104 27,652 (70,844 ) 43,637 Net income (loss) 73,180 (1,455 ) 70,334 44,097 (112,976 ) 73,180 Other comprehensive (loss) income (288 ) 27 (261 ) Total comprehensive income (loss) 72,892 (1,455 ) 70,361 44,097 (112,976 ) 72,919 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Revenues 862,154 15,602 (24,304 ) 853,452 Cost of revenues 652,212 1,666 (3,846 ) 650,032 Selling, general and administrative 14 908 112,043 13,389 (20,040 ) 106,314 14 908 764,255 15,055 (23,886 ) 756,346 Income (loss) from operations (14 ) (908 ) 97,899 547 (418 ) 97,106 Other: Income from unconsolidated entities 4,722 179 4,901 Other income – net 2,370 10,233 10,585 (1,172 ) 22,016 Intercompany interest income 36,193 (36,193 ) — Interest expense (37,652 ) (131 ) 37,783 — Income from subsidiaries 121,667 8,813 (130,480 ) — Income (loss) before income taxes 124,023 (2,367 ) 121,667 11,180 (130,480 ) 124,023 Income tax provision (benefit) 42,698 (891 ) 45,808 4,209 (49,126 ) 42,698 Net income (loss) 81,325 (1,476 ) 75,859 6,971 (81,354 ) 81,325 Other comprehensive loss (178 ) (5 ) (183 ) Total comprehensive income (loss) 81,147 (1,476 ) 75,854 6,971 (81,354 ) 81,142 Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Net cash (used in) provided by operating activities 18,482 14,528 (178,283 ) 132,051 (10,003 ) (23,225 ) Cash flow provided by (used in) investing activities: Purchase of property and equipment - net (1,667 ) 74 (1,593 ) Sale and redemption of marketable securities 10,000 10,000 Investment in unconsolidated entities (1,445 ) (10,393 ) (11,838 ) Return of investments in unconsolidated entities 12,167 2,637 14,804 Investment in foreclosed real estate and distressed loans (694 ) (694 ) Return of investments in foreclosed real estate and distressed loans 5,321 5,321 Dividend received - intercompany 5,000 (5,000 ) — Intercompany advances 126,587 (14,464 ) (112,123 ) — Net cash provided by (used in) investing activities 126,587 (14,464 ) 14,055 6,945 (117,123 ) 16,000 Cash flow used in financing activities: Debt issuance costs for senior notes (64 ) (64 ) Proceeds from loans payable 339,854 339,854 Principal payments of loans payable (394,592 ) (375,947 ) (770,539 ) Proceeds from stock-based benefit plans 4,769 4,769 Excess tax benefits from stock-based compensation 297 297 Purchase of treasury stock (150,135 ) (150,135 ) Receipts related to noncontrolling interest, net 294 294 Dividend paid - intercompany (5,000 ) 5,000 — Intercompany advances (46,017 ) (76,109 ) 122,126 — Net cash used in financing activities (145,069 ) (64 ) (440,609 ) (116,908 ) 127,126 (575,524 ) Net (decrease) increase in cash and cash equivalents — — (604,837 ) 22,088 — (582,749 ) Cash and cash equivalents, beginning of period — — 783,599 135,394 — 918,993 Cash and cash equivalents, end of period — — 178,762 157,482 — 336,244 Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Net cash (used in) provided by operating activities (48,956 ) 6,870 6,618 6,418 (3,998 ) (33,048 ) Cash flow (used in) provided by investing activities: Purchase of property and equipment — net (2,528 ) (356 ) (2,884 ) Sale and redemption of marketable securities 2,000 2,000 Investments in unconsolidated entities (595 ) (18,089 ) (18,684 ) Return of investments in unconsolidated entities 1,500 4,840 6,340 Investment in foreclosed real estate and distressed loans (1,468 ) (1,468 ) Return of investments in foreclosed real estate and distressed loans 6,592 6,592 Intercompany advances 35,559 (6,870 ) (28,689 ) — Net cash (used in) provided by investing activities 35,559 (6,870 ) 377 (8,481 ) (28,689 ) (8,104 ) Cash flow (used in) provided by financing activities: Proceeds from loans payable 214,624 214,624 Principal payments of loans payable (12,988 ) (259,346 ) (272,334 ) Proceeds from stock-based benefit plans 17,773 17,773 Excess tax benefits from stock-based compensation 1,866 1,866 Purchase of treasury stock (6,242 ) (6,242 ) Receipts related to noncontrolling interest 50 50 Intercompany advances (83,821 ) 51,134 32,687 — Net cash (used in) provided by financing activities 13,397 — (96,809 ) 6,462 32,687 (44,263 ) Net (decrease) increase in cash and cash equivalents — — (89,814 ) 4,399 — (85,415 ) Cash and cash equivalents, beginning of period — — 455,714 130,601 586,315 Cash and cash equivalents, end of period — — 365,900 135,000 — 500,900 |