Supplemental Guarantor Information [Text Block] | Supplemental Guarantor Information At July 31, 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 July 31, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated ASSETS Cash and cash equivalents — — 434,550 124,798 — 559,348 Inventory 7,941,516 92,999 8,034,515 Property, construction and office equipment, net 311,670 1,843 313,513 Receivables, prepaid expenses and other assets 5,412 266,760 776,158 (79,914) 968,416 Mortgage loans held for sale, at fair value 161,540 161,540 Customer deposits held in escrow 77,678 416 78,094 Investments in unconsolidated entities 44,524 368,242 412,766 Investments in and advances to consolidated entities 4,803,019 2,719,647 185,516 206,698 (7,914,880) — Income taxes receivable 9,239 9,239 4,817,670 2,719,647 9,262,214 1,732,694 (7,994,794) 10,537,431 LIABILITIES AND EQUITY Liabilities Loans payable 1,082,262 34,020 (34,257) 1,082,025 Senior notes 2,661,301 2,661,301 Mortgage company loan facility 122,189 122,189 Customer deposits 435,281 1,727 437,008 Accounts payable 375,859 41 375,900 Accrued expenses 6,551 40,505 600,656 417,937 (50,827) 1,014,822 Advances from consolidated entities 328,899 666,132 (995,031) — Income taxes payable 118,058 118,058 Total liabilities 124,609 2,701,806 2,822,957 1,242,046 (1,080,115) 5,811,303 Equity Stockholders’ equity Common stock 1,529 48 3,006 (3,054) 1,529 Additional paid-in capital 722,115 49,400 199,034 (248,434) 722,115 Retained earnings (deficit) 4,996,819 (31,559) 6,439,209 237,554 (6,663,191) 4,978,832 Treasury stock, at cost (1,022,406) (1,022,406) Accumulated other comprehensive loss (4,996) (4,996) Total stockholders’ equity 4,693,061 17,841 6,439,257 439,594 (6,914,679) 4,675,074 Noncontrolling interest 51,054 51,054 Total equity 4,693,061 17,841 6,439,257 490,648 (6,914,679) 4,726,128 4,817,670 2,719,647 9,262,214 1,732,694 (7,994,794) 10,537,431 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, at fair value 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 nine months ended July 31, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 4,415,086 26,297 4,441,383 Land sales and other 68,142 159,691 (137,224) 90,609 — — 4,483,228 185,988 (137,224) 4,531,992 Cost of revenues: Home sales 3,613,839 20,717 (5,031) 3,629,525 Land sales and other 43,303 97,368 (59,712) 80,959 — — 3,657,142 118,085 (64,743) 3,710,484 Selling, general and administrative 200 53 554,591 45,828 (68,853) 531,819 Income (loss) from operations (200) (53) 271,495 22,075 (3,628) 289,689 Other: Income (loss) from unconsolidated entities 14,589 (9,285) 5,304 Other income – net 16,719 11,158 (2,960) 24,917 Intercompany interest income 98,080 4,539 4,020 (106,639) — Interest expense (98,027) (4,129) (5,071) 107,227 — Income from subsidiaries 320,111 22,898 (343,009) — Income before income taxes 319,911 — 326,111 22,897 (349,009) 319,910 Income tax provision 72,603 74,010 5,197 (79,207) 72,603 Net income 247,308 — 252,101 17,700 (269,802) 247,307 Other comprehensive income, net of tax 835 835 Total comprehensive income 248,143 — 252,101 17,700 (269,802) 248,142 Condensed Consolidating Statement of Operations and Comprehensive Income for the nine months ended July 31, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 4,707,462 80,873 4,788,335 Land sales and other 52,712 144,913 (140,994) 56,631 — — 4,760,174 225,786 (140,994) 4,844,966 Cost of revenues: Home sales 3,753,209 64,397 741 3,818,347 Land sales and other 14,935 79,406 (50,935) 43,406 — — 3,768,144 143,803 (50,194) 3,861,753 Selling, general and administrative 491 2,022 552,772 55,346 (83,313) 527,318 Income (loss) from operations (491) (2,022) 439,258 26,637 (7,487) 455,895 Other: Income from unconsolidated entities 8,786 8,973 17,759 Other income – net 15,986 15,521 9,360 40,867 Intercompany interest income 99,853 1,752 4,782 (106,387) — Interest expense (97,831) (4,782) (1,901) 104,514 — Income from subsidiaries 515,012 54,012 (569,024) — Income before income taxes 514,521 — 515,012 54,012 (569,024) 514,521 Income tax provision 126,829 126,951 13,313 (140,264) 126,829 Net income 387,692 — 388,061 40,699 (428,760) 387,692 Other comprehensive income, net of tax 168 168 Total comprehensive income 387,860 — 388,061 40,699 (428,760) 387,860 Condensed Consolidating Statement of Operations and Comprehensive Income for the three months ended July 31, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 1,616,151 11,661 1,627,812 Land sales and other 24,178 46,762 (47,263) 23,677 — — 1,640,329 58,423 (47,263) 1,651,489 Cost of revenues: Home sales 1,311,978 9,431 (2,473) 1,318,936 Land sales and other 17,173 26,281 (21,195) 22,259 — — 1,329,151 35,712 (23,668) 1,341,195 Selling, general and administrative 100 17 169,550 12,837 (21,855) 160,649 Income (loss) from operations (100) (17) 141,628 9,874 (1,740) 149,645 Other: (Loss) income from unconsolidated entities (126) (2,440) (2,566) Other income – net 2,651 682 1,453 4,786 Intercompany interest income 32,438 1,609 1,218 (35,265) — Interest expense (32,421) (1,327) (1,805) 35,553 — Income from subsidiaries 151,965 7,529 (159,494) — Income before income taxes 151,865 — 151,964 7,529 (159,493) 151,865 Income tax provision 37,104 37,222 1,951 (39,173) 37,104 Net income 114,761 — 114,742 5,578 (120,320) 114,761 Other comprehensive income, net of tax 279 279 Total comprehensive income 115,040 — 114,742 5,578 (120,320) 115,040 Condensed Consolidating Statement of Operations and Comprehensive Income for the three months ended July 31, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Revenues: Home sales 1,740,111 16,859 1,756,970 Land sales and other 21,919 37,269 (50,467) 8,721 — — 1,762,030 54,128 (50,467) 1,765,691 Cost of revenues: Home sales 1,387,423 13,432 900 1,401,755 Land sales and other 6,956 16,605 (17,329) 6,232 — — 1,394,379 30,037 (16,429) 1,407,987 Selling, general and administrative 627 197,722 19,251 (30,891) 186,709 Income (loss) from operations — (627) 169,929 4,840 (3,147) 170,995 Other: Income from unconsolidated entities 245 6,955 7,200 Other income - net 3,731 1,271 3,719 8,721 Intercompany interest income 32,849 882 1,802 (35,533) — Interest expense (32,222) (1,802) (937) 34,961 — Income from consolidated subsidiaries 186,916 13,931 (200,847) — Income before income taxes 186,916 — 186,916 13,931 (200,847) 186,916 Income tax provision 40,598 40,596 2,764 (43,360) 40,598 Net income 146,318 — 146,320 11,167 (157,487) 146,318 Other comprehensive income, net of tax 56 56 Total comprehensive income 146,374 — 146,320 11,167 (157,487) 146,374 Condensed Consolidating Statement of Cash Flows for the nine months ended July 31, 2020: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Net cash provided by (used in) operating activities 44,865 15,106 267,618 (177,176) (8,818) 141,595 Cash flow (used in) provided by investing activities: Purchase of property, construction, and office equipment - net (74,769) (232) (75,001) Investments in unconsolidated entities (697) (46,613) (47,310) Return of investments in unconsolidated entities 9,507 33,132 42,639 Investment in foreclosed real estate and distressed loans (866) (866) Return of investments in foreclosed real estate and distressed loans 1,751 1,751 Acquisition of a business (60,349) (60,349) Proceeds from the sale of golf club properties and an office building 15,617 15,617 Investment paid - intercompany (85,631) 85,631 — Intercompany advances 620,406 (15,106) (605,300) — Net cash (used in) provided by investing activities 620,406 (15,106) (211,939) 2,789 (519,669) (123,519) Cash flow (used in) provided by financing activities: Proceeds from loans payable 1,424,770 1,825,240 3,250,010 Principal payments of loans payable (1,479,520) (1,854,911) (3,334,431) Proceeds from stock-based benefit plans, net 11,252 11,252 Purchase of treasury stock (633,873) (633,873) Dividends paid (42,650) (42,650) Payments related to noncontrolling interest, net (1,935) (1,935) Dividend paid - intercompany (6,000) 6,000 — Investment received - intercompany 85,628 (85,628) — Intercompany advances (648,276) 40,161 608,115 — Net cash (used in) provided by financing activities (665,271) — (703,026) 88,183 528,487 (751,627) Net decrease in cash, cash equivalents, and restricted cash — — (647,347) (86,204) — (733,551) 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 — — 434,743 151,349 — 586,092 Condensed Consolidating Statement of Cash Flows for the nine months ended July 31, 2019: Toll Subsidiary Guarantor Nonguarantor Eliminations Consolidated Net cash provided by (used in) operating activities 39,943 5,214 197,142 (213,999) (5,839) 22,461 Cash flow (used in) provided by investing activities: Purchase of property, construction, and office equipment - net (61,847) 569 (61,278) Investments in unconsolidated entities (3,256) (40,004) (43,260) Return of investments in unconsolidated entities 1,350 111,023 112,373 Investment in foreclosed real estate and distressed loans (602) (602) Return of investments in foreclosed real estate and distressed loans 1,649 1,649 Business acquisitions (92,840) (92,840) Investment paid - intercompany (71,628) 71,628 — Proceeds from the sale of a golf club property 15,319 18,220 33,539 Intercompany advances 170,230 344,786 (515,016) — Net cash (used in) provided by investing activities 170,230 344,786 (212,902) 90,855 (443,388) (50,419) Cash flow (used in) provided by financing activities: Proceeds from loans payable 300,000 1,640,998 1,940,998 Debt issuance costs (1,948) (1,948) Principal payments of loans payable (55,829) (1,640,998) (1,696,827) Redemption of senior notes (350,000) (350,000) Proceeds from stock-based benefit plans, net 5,441 5,441 Purchase of treasury stock (167,474) (167,474) Dividends paid (48,140) (48,140) Receipts related to noncontrolling interest, net 49 49 Investment received - intercompany 71,628 (71,628) — Intercompany advances (598,468) 77,613 520,855 — Net cash (used in) provided by financing activities (210,173) (350,000) (356,245) 149,290 449,227 (317,901) Net (decrease) increase in cash, cash equivalents, and restricted cash — — (372,005) 26,146 — (345,859) 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 — — 639,862 197,218 — 837,080 |