SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission file number 1-9186
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2416878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006
(Address of principal executive offices) (Zip Code)
(215) 938-8000
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $.01 par value: 36,396,826 shares as of September 1, 2000
TOLL BROTHERS, INC. AND SUBSIDIARIES
INDEX
Page
No.
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) 1
as of July 31,2000 and October 31,1999
Condensed Consolidated Statements of Income (Unaudited) 2
For the Nine Months and Three Months Ended
July 31, 2000 and 1999
Condensed Consolidated Statements of Cash Flows 3
(Unaudited)For the Nine Months Ended
July 31, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 4
(Unaudited)
ITEM 2. Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
PART II. Other Information 11
SIGNATURES 12
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein and in other Company statements, reports and
S.E.C. filings is forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995, including, but not limited to, statements
concerning anticipated operating results, financial resources, increases in
revenues, increased profitability, interest expense, growth and expansion and
the ability to acquire and sell land. Such forward-looking information involves
important risks and uncertainties that could significantly affect actual results
and cause them to differ materially from expectations expressed herein and in
other Company statements, reports and S.E.C. filings. These risks and
uncertainties include local, regional and national economic conditions, the
effects of governmental regulation, the competitive environment in which the
Company operates, fluctuations in interest rates, changes in home prices, the
availability and cost of land for future growth, the availability of capital,
the availability and cost of labor and materials, and weather conditions.
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
July 31, October 31,
2000 1999
(Unaudited)
ASSETS
Cash and cash equivalents $ 124,054 $ 96,484
Residential inventories 1,668,976 1,443,282
Property, construction and office
equipment, net 23,377 19,633
Receivables, prepaid expenses and
other assets 104,133 87,469
Investments in unconsolidated entities 27,344 21,194
$1,947,884 $1,668,062
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $ 348,622 $ 213,317
Subordinated notes 469,479 469,418
Customer deposits on sales
contracts 112,484 82,495
Accounts payable 94,287 84,777
Accrued expenses 157,011 141,835
Income taxes payable 74,395 59,886
Total liabilities 1,256,278 1,051,728
Stockholders' equity:
Preferred stock
Common stock 359 365
Additional paid-in capital 105,184 105,239
Retained earnings 610,242 522,665
Treasury stock (24,179) (11,935)
Total stockholders' equity 691,606 616,334
$1,947,884 $1,668,062
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Nine months Three months
ended July 31 ended July 31
2000 1999 2000 1999
Revenues:
Housing sales $1,160,379 $1,002,883 $452,174 $392,206
Land sales 30,061 10,964 9,544 10,964
Equity earnings of
unconsolidated joint venture 3,069
Interest and other 6,060 7,384 2,814 2,524
1,199,569 1,021,231 464,532 405,694
Costs and expenses:
Housing sales 887,303 781,838 342,030 304,613
Land sales 23,266 8,556 7,618 8,556
Selling, general &
administrative 119,307 92,878 44,177 34,114
Interest 31,211 28,128 11,916 10,870
1,061,087 911,400 405,741 358,153
Income before income taxes
and extraordinary loss 138,482 109,831 58,791 47,541
Income taxes 50,905 40,240 21,557 17,468
Income before extraordinary
loss 87,577 69,591 37,234 30,073
Extraordinary loss from
extinguishment of debt,
net of income taxes of $857
in 1999 1,461
Net income $ 87,577 $ 68,130 $ 37,234 $ 30,073
Earnings per share:
Basic
Income before extraordinary
loss $ 2.41 $ 1.89 $ 1.03 $ .82
Extraordinary loss from
extinguishment of debt .04
Net Income $ 2.41 $ 1.85 $ 1.03 $ .82
Diluted
Income before extraordinary
loss $ 2.36 $ 1.85 $ 1.00 $ .80
Extraordinary loss from
extinguishment of debt .04
Net Income $ 2.36 $ 1.81 $ 1.00 $ .80
Weighted average number
of shares
Basic 36,338 36,765 36,146 36,614
Diluted 37,055 37,591 37,219 37,400
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Nine months
ended July 31
2000 1999
Cash flows from operating activities:
Net income $87,577 $68,130
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 6,115 4,902
Equity in the earnings of unconsolidated joint venture (3,069)
Extraordinary loss from extinguishment of debt 2,318
Deferred taxes 3,434 3,769
Changes in operating assets and liabilities,
net of assets and liabilities acquired:
Increase in residential inventories (220,160)(275,069)
Increase in receivables, prepaid
expenses and other assets (18,554) (28,833)
Increase in customer deposits on sales contracts 29,989 15,113
Increase in accounts payable, accrued
expenses and other liabilities 26,723 25,694
Increase in current income taxes payable 11,546 1,863
Net cash used in operating activities (76,399)(182,113)
Cash flows from investing activities:
Purchase of property, construction and office
equipment, net (7,412) (6,131)
Acquisition of company, net of cash acquired (11,092)
Investments in unconsolidated entities (15,799)
Distribution from unconsolidated entities 2,699
Net cash used in investing activities (4,713) (33,022)
Cash flows from financing activities:
Proceeds from loans payable 560,132 177,500
Principal payments of loans payable (436,635)(163,715)
Net proceeds from the issuance of senior
subordinated notes 267,716
Redemption of subordinated notes (71,359)
Proceeds from stock options exercised and employee
stock plan purchases 615 2,148
Purchase of treasury stock (15,430) (13,403)
Net cash provided by financing activities 108,682 198,887
Net increase (decrease) in cash and cash equivalents 27,570 (16,248)
Cash and cash equivalents, beginning of period 96,484 80,143
Cash and cash equivalents, end of period $124,054 $63,895
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for interim financial information. The
October 31, 1999 balance sheet amounts and disclosures included herein have
been derived from the October 31, 1999 audited financial statements of the
Registrant. Since the accompanying condensed consolidated financial
statements do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements,
it is suggested that they be read in conjunction with the financial
statements and notes thereto included in the Registrant's October 31, 1999
Annual Report on Form 10-K. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements include all
adjustments, which are of a normal recurring nature, necessary to present
fairly the Company's financial position as of July 31, 2000, the results
of its operations for the nine months and three months ended July 31, 2000
and 1999 and its cash flows for the nine months ended July 31, 2000 and
1999. The results of operations for such interim periods are not
necessarily indicative of the results to be expected for the full year.
Certain amounts from prior periods have been restated to conform to the
current period presentation.
2. Residential Inventories
Residential inventories consisted of the following:
July 31, October 31,
2000 1999
Land and land development costs $ 440,555 $ 506,869
Construction in progress 1,085,270 794,599
Sample homes 57,040 57,995
Land deposits and costs of future
development 52,779 55,575
Deferred marketing 33,332 28,244
$1,668,976 $1,443,282
Construction in progress includes the cost of homes under construction,
land, land development and carrying costs of lots that have been
substantially improved.
The Company capitalizes certain interest costs to inventories during the
development and construction period. Capitalized interest is charged to
interest expense when the related inventories are closed. Interest
incurred, capitalized and expensed is summarized as follows:
Nine months Three months
ended July 31 ended July 31
2000 1999 2000 1999
Interest capitalized,
beginning of period $64,984 $53,966 $74,171 $60,145
Interest incurred 43,602 37,390 14,971 13,922
Interest expensed (31,211) (28,128)(11,916) (10,870)
Write off to cost of sales (596) (31) (447)
Interest capitalized,
end of period $76,779 $63,197 $76,779 $63,197
3. Extinguishment of Debt
In July 2000, the Company entered into a $170 million, five-year term
loan with eight banks at a fixed rate of 8.25%. The Company used the
proceeds of the loan to repay a $56 million term loan and for general
corporate purposes.
In January 1999, the Company called for redemption on March 15, 1999 all
of its outstanding 9 1/2% Senior Subordinated Notes due 2003 at 102% of
principal amount plus accrued interest. The principal amount outstanding
at January 31, 1999 was $69,960,000. The redemption resulted in an
extraordinary loss in the first quarter of fiscal 1999 of $1,461,000,
net of $857,000 of income taxes. The loss represents the redemption
premium and a write-off of unamortized deferred issuance costs.
<CAPTION
4. Earnings per share information: (in thousands)
Nine months Three months
ended July 31 ended July 31
2000 1999 2000 1999
Basic weighted average
shares outstanding 36,338 36,765 36,146 36,614
Stock options 717 826 1,073 786
Diluted weighted average
shares 37,055 37,591 37,219 37,400
5. Stock Repurchase Program
In April 1997, the Company's Board of Directors authorized the
repurchase of up to 3,000,000 shares of its Common Stock, par value
$.01, from time to time, in open market transactions or otherwise, for
the purpose of providing shares for its various employee benefit plans.
As of July 31, 2000, the Company had repurchased approximately
1,693,000 shares of which approximately 509,000 shares were reissued
under its various employee benefit plans.
6. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash
flow for the nine months ended July 31, 2000 and 1999:
2000 1999
Supplemental disclosures of cash flow information:
Interest paid, net of capitalized amount $ 8,827 $ 8,008
Income taxes paid $35,924 $33,750
Supplemental disclosures of non-cash activities:
Cost of residential inventories acquired
through seller financing $ 6,751 $ 7,504
Investment in unconsolidated subsidiary aquired
through seller financing $ 4,500
Income tax benefit relating to exercise of
employee stock options $ 472 $ 510
Stock bonus awards $ 1,395 $ 2,461
Contributions to employee retirement plan $ 641 $ 490
Acquisition of company:
Fair value of assets aquired $56,124
Liabilities assumed 45,032
Cash paid $11,092
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, comparisons of
certain income statement items related to the Company's operations (amounts in
millions):
Nine months ended July 31, Three months ended July 31,
2000 1999 2000 1999
$ % $ % $ % $ %
Housing sales
Revenues 1,160.4 1,002.9 452.2 392.2
Costs 887.3 76.5 781.8 78.0 342.0 75.6 304.6 77.7
Land sales
Revenues 30.1 11.0 9.5 11.0
Costs 23.3 77.4 8.6 78.0 7.6 79.8 8.6 78.0
Equity earnings
of unconsolidated
joint venture 3.1
Interest and other 6.0 7.4 2.8 2.5
Total revenues 1,199.6 1,021.2 464.5 405.7
Selling, general
& administrative
expense 119.3 10.0 92.9 9.1 44.2 9.5 34.1 8.4
Interest expense 31.2 2.6 28.1 2.8 11.9 2.6 10.9 2.7
Total costs and
expenses 1,061.1 88.5 911.4 89.2 405.7 87.3 358.2 88.3
Note: Percentages of selling, general and administrative expense, interest
expense and total costs and expenses are based on total revenues.
HOUSING SALES
Housing revenues for the nine-month and three-month periods ended July 31, 2000
were higher than those of the comparable periods of 1999 by approximately $158
million, or 16%, and $60 million, or 15%, respectively. The revenue increase in
the nine month period was primarily attributable to a 9% increase in the average
price of the homes delivered and a 6% increase in the number of homes
delivered. The increase in revenue in the three-month period of fiscal 2000
was attributable to a 12% increase in the average price of the homes delivered
and a 3% increase in the number of homes delivered. The increase in the average
price of the homes delivered was the result of increased selling prices and a
shift in the location of homes delivered to more expensive areas. The increase
in the number of homes delivered is primarily due to an increase in the number
of communities from which the Company was delivering homes and the larger
backlog of homes to be delivered at the beginning of fiscal 2000 as compared to
fiscal 1999.
The value of new sales contracts signed amounted to $1.57 billion (3,322 homes)
and $532 million (1,060 homes) for the nine-month and three-month periods ended
July 31, 2000, respectively. The value of new contracts signed for the
comparable periods of fiscal 1999 was $1.23 billion (2,886 homes) and $399
million (922 homes), respectively. The increase in the value of new contracts
signed in both periods of 2000 was primarily attributable to an increase in the
average selling price of the homes (due primarily to the location, size and
increase in base selling prices) and an increase both in the average number of
communities in which the Company was offering homes for sale and in the number
of contracts signed per community.
As of July 31, 2000, the backlog of homes under contract was $1.47 billion
(2,983 homes), approximately 34% higher than the $1.09 billion (2,483 homes)
backlog as of July 31, 1999 and approximately 38% higher than the $1.07 billion
(2,381 homes) backlog as of October 31, 1999. The increase in backlog at July
31, 2000 is primarily attributable to the increase in the number of new
contracts signed and price increases, as previously discussed. Based on
the company's current backlog and current healthy demand, we believe that
fiscal 2001 will be another record year.
Housing costs as a percentage of housing sales decreased in both periods of
fiscal 2000 as compared to the comparable periods of fiscal 1999. The
decreases were largely the result of selling prices increasing at a greater
rate than costs, lower land and improvement costs and improved operating
efficiencies offset in part by higher inventory write-offs. The Company
incurred $5.0 million and $.9 million in write-offs in the nine-month and
three-month periods of fiscal 2000, respectively, as compared to $2.8 million
and $.4 million in the comparable periods of fiscal 1999.
LAND SALES
In March 1999, the Company aquired land for homes, apartments, retail, office
and industrial space in the master planned community of South Riding, located
in Loudoun County, Virginia. The Company will use some of the property for its
own homebuilding operations and will also sell home sites and commercial
parcels to other builders. The Company recorded its first sale of land from this
operation in the third quarter of fiscal 1999. The Company is also developing
several other master planned communities in which it may sell land to other
builders. Land sales are expected to continue for the next several years but the
amounts will vary from quarter to quarter.
EQUITY EARNINGS IN UNCONSOLIDATED JOINT VENTURE
In fiscal 1998, the Company entered into a joint venture to develop and sell
land owned by its venture partner. Under the terms of the agreement, the Company
has the right to purchase up to a specified number of lots with the majority of
the lots to be sold to other builders. In the quarter ended April 30, 2000, the
joint venture sold its first group of lots to other builders and to the
Company. The Company recognizes its share of earnings from the sale of lots to
other builders. The Company reduces its cost basis in the lots it purchases
from the joint venture by its share of the earnings on those lots. The joint
venture did not sell any lots to other builders in the Company's fiscal quarter
ended July 31, 2000. Earnings from this joint venture will vary significantly
from quarter to quarter and are expected to continue into fiscal 2001.
INTEREST AND OTHER INCOME
Other income decreased $1.3 million in the nine-month period ended July 31,
2000 as compared to the same period of fiscal 1999. The decrease was
principally due to a decrease in interest income and the reduction of fee
income.
For the three-months ended July 31, 2000, other income increased $.3 million
as compared to the three-months ended July 31, 1999. This increase was
primarily the result of a gain realized on the sale of rights in a land
contract.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
SG&A spending increased by $26.4 million or 28% and $10.1 million or 29% in
the nine-month and three-month periods ended July 31, 2000 as compared to the
same periods of fiscal 1999. This increased spending was primarily due to the
increase in housing revenues in fiscal 2000 as compared to 1999, the increase
in the number of communities from which the Company was selling, costs
associated with the Company's expansion into new markets, expenses
incurred in the opening of divisional offices to manage the growth and
spending related to the development of its master planned communities and
land sales.
INTEREST EXPENSE
The Company determines interest expense on a specific lot-by-lot basis for
its homebuilding operations and on a parcel-by-parcel basis for its land
sales. As a percentage of total revenues, interest expense will vary
depending on many factors including the period of time that the land was
owned, the length of time that the homes delivered during the period were
under construction, and the interest rates and the amount of debt carried by
the Company in proportion to the amount of its inventory during those
periods. Interest expense as a percentage of revenues was lower in fiscal
2000 than in fiscal 1999.
OPERATING INCOME
Operating income increased 26% in the nine-month and 24% in the three-month
period of fiscal 2000 over the same periods of fiscal 1999.
INCOME TAXES
Income taxes were provided at an effective rate of 36.8% and 36.7% for the
nine-month and three-month periods of fiscal 2000, respectively. For the
comparable periods of fiscal 1999, income taxes were provided at 36.6% and
36.7%.
EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT
In January 1999, the Company called for redemption on March 15, 1999 of all
of its outstanding 9 1/2% Senior Subordinated Notes due 2003 at 102% of
principal amount plus accrued interest. The redemption resulted in the
recognition of an extraordinary loss in the first quarter in fiscal 1999 of
$1,461,000, net of $857,000 of income taxes. The loss represents the
redemption premium and a write-off of unamortized deferred issuance costs.
CAPITAL RESOURCES AND LIQUIDITY
Funding for the Company's operations has been principally provided by cash
flows from operations, unsecured bank borrowings and the public debt and
equity markets.
Cash flow from operations, before inventory additions, has improved as
operating results have improved. The Company anticipates that the cash flow
from operations, before inventory additions, will continue to improve as a
result of an increase in revenues from the delivery of homes from its
existing backlog as well as from new sales contracts and land sales. The
Company has used the cash flow from operations, bank borrowings and public
debt to acquire additional land for new communities, to fund additional
expenditures for land developement and construction costs needed to meet the
requirements of the increased backlog and continuing expansion of the number
of communities in which the Company is offering homes for sale, and to reduce
debt. The Company expects that inventories will continue to increase and is
currently negotiating and searching for additional opportunities to obtain
control of land for future communities.
The Company has a $465 million unsecured revolving credit facility with
sixteen banks which extends through February 2003. As of July 31, 2000, the
Company had $100 million of loans and approximately $36 million of letters of
credit outstanding under the facility.
The Company believes that it will be able to continue to fund its activities
through a combination of existing cash resources, cash flow from operations
and existing sources of credit.
HOUSING DATA
Nine Months Three Months
Ended July 31 Ended July 31
2000 1999 2000 1999
# of homes closed 2,668 2,517 1,011 986
Sales value of homes
closed (in thous.) $1,160,379 $1,002,883 $452,174 $392,206
# of homes contracted* 3,322 2,886 1,060 922
Sales value of homes
contracted (in thous.)* $1,573,814 $1,225,142 $532,317 $398,559
Average number of
selling communities 147 134 151 133
July 31, July 31, Oct. 31, Oct. 31,
2000 1999 1999 1998
# of homes in backlog* 2,983 2,483 2,381 1,892
Sales value of homes in
backlog (in thous.)* $1,468,254 $1,092,660 $1,067,685 $814,714
*Contracts for the three-month and nine-month periods ended July 31,
2000 include $4,445,000 (15 homes) and $12,339,000 (45 homes), respectively,
from an unconsolidated 50% owned joint venture. Contracts for the
three-month and nine-month periods ended July 31,1999 include $7,552,000 (27
homes) from this joint venture. Backlog as of July 31, 2000, October 31,
1999 and July 31, 1999 includes $13,229,000 (47 homes), $13,756,000 (54
homes) and $13,073,000 (58 homes), respectively, from this joint venture.
PART II. Other Information
ITEM 1. Legal Proceedings
None.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 3.1* Amendment to the by-laws of the registrant dated July
11, 2000.
Exhibit 4.1 Indenture dated as of January 26, 1999 between Toll
Corp., as issuer, the Registrant, as guarantor, and NBD Bank, a
Michigan banking corporation, as Trustee, including form of
guarantee, is hereby incorporated by reference to Exhibit 4.1 of
the Registrant's Form 8-K filed on July 13, 1999 with the
Securities and Exchange Commission.
Exhibit 10.1* Amendment to the Agreement dated March 5, 1998
between the Registrant and Bruce E. Toll and to the Consulting and
Non-competition Agreement dated March 5, 1998 between the
Registrant and Bruce E. Toll.
Exhibit 27* Financial Data Schedule
*Filed electronically herewith.
(b) Reports on Form 8-K
During the quarter ended July 31, 2000, the Registrant did not
file a current report on form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOLL BROTHERS, INC.
(Registrant)
Date: September 5, 2000 By: /s/ Joel H. Rassman
Joel H. Rassman
Senior Vice President,
Treasurer and Chief
Financial Officer
Date: September 5, 2000 By: /s/ Joseph R. Sicree
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting Officer)