Supplemental Guarantor Information [Text Block] | Supplemental Guarantor Information At April 30, 2020, 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 5.875% Senior Notes due February 15, 2022 $ 419,876 4.375% Senior Notes due April 15, 2023 $ 400,000 5.625% Senior Notes due January 15, 2024 $ 250,000 4.875% Senior Notes due November 15, 2025 $ 350,000 4.875% Senior Notes due March 15, 2027 $ 450,000 4.350% Senior Notes due February 15, 2028 $ 400,000 3.80% Senior Notes due November 1, 2029 $ 400,000 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 Revolving 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 Revolving Credit Facility. If there are no guarantors under the Revolving 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 April 30, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated ASSETS Cash and cash equivalents — — 610,591 130,631 — 741,222 Inventory 8,099,842 95,791 8,195,633 Property, construction and office equipment, net 276,552 1,966 278,518 Receivables, prepaid expenses and other assets 5,667 254,310 774,796 (51,679) 983,094 Mortgage loans held for sale 141,007 141,007 Customer deposits held in escrow 74,648 42 74,690 Investments in unconsolidated entities 44,545 319,496 364,041 Investments in and advances to consolidated entities 4,656,426 2,712,458 185,516 206,756 (7,761,156) — Income taxes receivable 32,606 32,606 4,694,699 2,712,458 9,546,004 1,670,485 (7,812,835) 10,810,811 LIABILITIES AND EQUITY Liabilities Loans payable 1,554,721 36,109 (34,258) 1,556,572 Senior notes 2,660,815 2,660,815 Mortgage company loan facility 106,018 106,018 Customer deposits 418,047 2,122 (516) 419,653 Accounts payable 330,970 19,049 350,019 Accrued expenses 6,724 33,802 566,295 444,970 (53,248) 998,543 Advances from consolidated entities 351,458 578,997 (930,455) — Income taxes payable 105,469 105,469 Total liabilities 112,193 2,694,617 3,221,491 1,187,265 (1,018,477) 6,197,089 Equity Stockholders’ equity Common stock 1,529 48 3,006 (3,054) 1,529 Additional paid-in capital 725,246 49,400 199,034 (248,434) 725,246 Retained earnings (deficit) 4,896,005 (31,559) 6,324,465 231,976 (6,542,870) 4,878,017 Treasury stock, at cost (1,034,999) (1,034,999) Accumulated other comprehensive loss (5,275) (5,275) Total stockholders’ equity 4,582,506 17,841 6,324,513 434,016 (6,794,358) 4,564,518 Noncontrolling interest 49,204 49,204 Total equity 4,582,506 17,841 6,324,513 483,220 (6,794,358) 4,613,722 4,694,699 2,712,458 9,546,004 1,670,485 (7,812,835) 10,810,811 Condensed Consolidating Balance Sheet at October 31, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated ASSETS Cash and cash equivalents — — 1,082,067 203,947 — 1,286,014 Inventory 7,791,759 81,289 7,873,048 Property, construction and office equipment, net 263,140 10,272 273,412 Receivables, prepaid expenses and other assets 224,681 610,541 (119,781) 715,441 Mortgage loans held for sale 218,777 218,777 Customer deposits held in escrow 74,303 100 74,403 Investments in unconsolidated entities 50,594 315,658 366,252 Investments in and advances to consolidated entities 5,172,737 2,704,551 163,371 147,413 (8,188,072) — Income taxes receivable 20,791 20,791 5,193,528 2,704,551 9,649,915 1,587,997 (8,307,853) 10,828,138 LIABILITIES AND EQUITY Liabilities Loans payable 1,109,614 36,092 (34,257) 1,111,449 Senior notes 2,659,898 2,659,898 Mortgage company loan facility 150,000 150,000 Customer deposits 383,583 2,013 385,596 Accounts payable 347,715 884 348,599 Accrued expenses 754 26,812 569,476 443,180 (89,290) 950,932 Advances from consolidated entities 1,052,370 503,058 (1,555,428) — Income taxes payable 102,971 102,971 Total liabilities 103,725 2,686,710 3,462,758 1,135,227 (1,678,975) 5,709,445 Equity Stockholders’ equity Common stock 1,529 48 3,006 (3,054) 1,529 Additional paid-in capital 726,879 49,400 177,034 (226,434) 726,879 Retained earnings (deficit) 4,792,409 (31,559) 6,187,109 225,853 (6,399,390) 4,774,422 Treasury stock, at cost (425,183) (425,183) Accumulated other comprehensive loss (5,831) (5,831) Total stockholders’ equity 5,089,803 17,841 6,187,157 405,893 (6,628,878) 5,071,816 Noncontrolling interest 46,877 46,877 Total equity 5,089,803 17,841 6,187,157 452,770 (6,628,878) 5,118,693 5,193,528 2,704,551 9,649,915 1,587,997 (8,307,853) 10,828,138 Condensed Consolidating Statement of Operations and Comprehensive Income for the six months ended April 30, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 2,798,935 14,636 2,813,571 Land sales and other 43,964 112,929 (89,961) 66,932 — — 2,842,899 127,565 (89,961) 2,880,503 Cost of revenues: Home sales 2,301,861 11,286 (2,558) 2,310,589 Land sales and other 26,132 71,086 (38,518) 58,700 — — 2,327,993 82,372 (41,076) 2,369,289 Selling, general and administrative 100 36 385,041 32,991 (46,998) 371,170 Income (loss) from operations (100) (36) 129,865 12,202 (1,887) 140,044 Other: Income (loss) from unconsolidated entities 14,715 (6,845) 7,870 Other income – net 14,068 10,476 (4,413) 20,131 Intercompany interest income 65,642 2,930 2,802 (71,374) — Interest expense (65,606) (2,802) (3,266) 71,674 — Income from subsidiaries 168,145 15,369 (183,514) — Income before income taxes 168,045 — 174,145 15,369 (189,514) 168,045 Income tax provision 35,499 36,788 3,246 (40,034) 35,499 Net income 132,546 — 137,357 12,123 (149,480) 132,546 Other comprehensive income 556 556 Total comprehensive income 133,102 — 137,357 12,123 (149,480) 133,102 Condensed Consolidating Statement of Operations and Comprehensive Income for the six months ended April 30, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 2,967,351 64,014 3,031,365 Land sales and other 30,793 107,644 (90,527) 47,910 — — 2,998,144 171,658 (90,527) 3,079,275 Cost of revenues: Home sales 2,365,786 50,965 (159) 2,416,592 Land sales and other 7,979 62,801 (33,606) 37,174 — — 2,373,765 113,766 (33,765) 2,453,766 Selling, general and administrative 491 1,395 355,050 36,095 (52,422) 340,609 Income (loss) from operations (491) (1,395) 269,329 21,797 (4,340) 284,900 Other: Income from unconsolidated entities 8,541 2,018 10,559 Other income – net 12,255 14,250 5,641 32,146 Intercompany interest income 67,004 870 2,980 (70,854) — Interest expense (65,609) (2,980) (964) 69,553 — Income from subsidiaries 328,096 40,081 (368,177) — Income before income taxes 327,605 — 328,096 40,081 (368,177) 327,605 Income tax provision 86,231 86,355 10,549 (96,904) 86,231 Net income 241,374 — 241,741 29,532 (271,273) 241,374 Other comprehensive income 112 112 Total comprehensive income 241,486 — 241,741 29,532 (271,273) 241,486 Condensed Consolidating Statement of Operations and Comprehensive Income for the three months ended April 30, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 1,509,558 6,676 1,516,234 Land sales and other 26,168 54,653 (47,983) 32,838 — — 1,535,726 61,329 (47,983) 1,549,072 Cost of revenues: Home sales 1,248,159 5,284 (2,754) 1,250,689 Land sales and other 14,274 32,250 (20,106) 26,418 — — 1,262,433 37,534 (22,860) 1,277,107 Selling, general and administrative 47 11 187,091 16,195 (23,927) 179,417 Income (loss) from operations (47) (11) 86,202 7,600 (1,196) 92,548 Other: Income (loss) from unconsolidated entities 513 (4,784) (4,271) Other income – net 9,402 9,508 (5,074) 13,836 Intercompany interest income 29,272 1,425 1,509 (32,206) — Interest expense (29,261) (1,509) (1,705) 32,475 — Income from subsidiaries 102,161 12,128 (114,289) — Income before income taxes 102,114 — 108,161 12,128 (120,290) 102,113 Income tax provision 26,443 27,725 2,802 (30,527) 26,443 Net income 75,671 — 80,436 9,326 (89,763) 75,670 Other comprehensive income 278 278 Total comprehensive income 75,949 — 80,436 9,326 (89,763) 75,948 Condensed Consolidating Statement of Operations and Comprehensive Income for the three months ended April 30, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 1,675,155 36,902 1,712,057 Land sales and other 15,460 34,329 (45,752) 4,037 — — 1,690,615 71,231 (45,752) 1,716,094 Cost of revenues: Home sales 1,344,891 29,616 (160) 1,374,347 Land sales and other 3,841 16,909 (17,829) 2,921 — — 1,348,732 46,525 (17,989) 1,377,268 Selling, general and administrative 101 662 185,133 17,342 (24,867) 178,371 Income (loss) from operations (101) (662) 156,750 7,364 (2,896) 160,455 Other: Income from unconsolidated entities 3,154 1,265 4,419 Other income - net 6,758 1,019 3,508 11,285 Intercompany interest income 32,883 343 1,475 (34,701) — Interest expense (32,221) (1,475) (393) 34,089 — Income from consolidated subsidiaries 176,260 10,730 (186,990) — Income before income taxes 176,159 — 176,260 10,730 (186,990) 176,159 Income tax provision 46,835 46,859 2,914 (49,773) 46,835 Net income 129,324 — 129,401 7,816 (137,217) 129,324 Other comprehensive income 56 56 Total comprehensive income 129,380 — 129,401 7,816 (137,217) 129,380 Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Net cash (used in) provided by operating activities 3,362 7,917 (73,779) (90,059) (38,577) (191,136) Cash flow (used in) provided by investing activities: Purchase of property and equipment - net (51,752) 995 (50,757) Investments in unconsolidated entities (542) (9,721) (10,263) Return of investments in unconsolidated entities 9,508 25,376 34,884 Investment in foreclosed real estate and distressed loans (272) (272) Return of investments in foreclosed real estate and distressed loans 1,431 1,431 Acquisition of a business (60,349) (60,349) Proceeds from sales of golf club properties and an office building 15,617 15,617 Investment paid - intercompany (85,631) 85,631 — Intercompany advances 653,669 (7,917) (645,752) — Net cash (used in) provided by investing activities 653,669 (7,917) (188,766) 33,426 (560,121) (69,709) Cash flow (used in) provided by financing activities: Proceeds from loans payable 1,425,008 1,307,485 2,732,493 Principal payments of loans payable (1,002,646) (1,351,467) (2,354,113) Proceeds from stock-based benefit plans, net 5,305 5,305 Purchase of treasury stock (633,553) (633,553) Dividends paid (28,783) (28,783) Payments related to noncontrolling interest, net (936) (936) Dividend paid - intercompany (6,000) 6,000 — Investment received - intercompany 85,628 (85,628) — Intercompany advances (631,294) (47,032) 678,326 — Net cash (used in) provided by financing activities (657,031) — (208,932) (12,322) 598,698 (279,587) Net decrease in cash, cash equivalents, and restricted cash — — (471,477) (68,955) — (540,432) Cash, cash equivalents, and restricted cash, beginning of period — — 1,082,090 237,553 — 1,319,643 Cash, cash equivalents, and restricted cash, end of period — — 610,613 168,598 — 779,211 Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Net cash used in operating activities (525) (3,635) (69,339) (1,854) (10,325) (85,678) Cash flow provided by (used in) investing activities: Purchase of property and equipment — net (45,805) 864 (44,941) Investments in unconsolidated entities (3,091) (28,469) (31,560) Return of investments in unconsolidated entities 70,465 70,465 Investment in foreclosed real estate and distressed loans (522) (522) Return of investments in foreclosed real estate and distressed loans 1,214 1,214 Investment paid - intercompany (57,917) 57,917 — Proceeds from the sale of a golf club property 15,319 18,220 33,539 Intercompany advances 56,901 353,635 (410,536) — Net cash provided by (used in) investing activities 56,901 353,635 (91,494) 61,772 (352,619) 28,195 Cash flow (used in) provided by financing activities: Proceeds from loans payable 300,000 1,039,641 1,339,641 Debt issuance costs for loans payable (1,948) (1,948) Principal payments of loans payable (52,165) (1,079,630) (1,131,795) Redemption of senior notes (350,000) (350,000) Proceeds from stock-based benefit plans, net 1,302 1,302 Excess tax benefits from stock-based compensation — Purchase of treasury stock (25,244) (25,244) Dividends paid (32,434) (32,434) Receipts related to noncontrolling interest, net 13 13 Investment received - intercompany 57,917 (57,917) — Intercompany advances (395,905) (24,956) 420,861 — Net cash used in financing activities (56,376) (350,000) (150,018) (7,015) 362,944 (200,465) Net (decrease) increase in cash, cash equivalents, and restricted cash — — (310,851) 52,903 — (257,948) Cash, cash equivalents, and restricted cash, beginning of period — — 1,011,867 171,072 — 1,182,939 Cash, cash equivalents, and restricted cash, end of period — — 701,016 223,975 — 924,991 |