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 January 31, 2001
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: 36,480,124 shares as of February 28, 2001
TOLL BROTHERS, INC. AND SUBSIDIARIES
INDEX
Page No.
Statement of Forward Looking Information 1
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) 2
as of January 31,2001 and October 31, 2000
Condensed Consolidated Statements of Income (Unaudited) 3
For the Three Months Ended January 31, 2001 and 2000
Condensed Consolidated Statements of Cash Flows 4
(Unaudited)For the Three Months Ended
January 31, 2001 and 2000
Notes to Condensed Consolidated Financial Statements 5
(Unaudited)
ITEM 2. Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 10
PART II. Other Information 11
SIGNATURES 12
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein and in other Company reports, SEC filings,
statements and presentations is forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995, including, but not limited to,
statements concerning the Company's anticipated operating results, financial
resources, changes in revenues, changes in profitability, interest expense,
growth and expansion, ability to acquire land, ability to sell homes and
properties, ability to deliver homes from backlog, ability to secure materials
and subcontractors and stock market valuations. 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 reports, SEC filings, statements and
presentations. 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, fluctuations in capital and
securities markets, the availability and cost of labor and materials, and
weather conditions.
Additional information concerning potential factors that the Company believes
could cause its actual results to differ materially from expected and historical
results is included under the caption "Factors That May Affect Our Future
Results" in Item 1 of our Annual Report on Form 10-K for the fiscal year ended
October 31, 2000. If one or more of the assumptions underlying our
forward-looking statements proves incorrect, then the Company's actual results,
performance or achievements could differ materially from those expressed in,
or implied by the forward-looking statements contained in this report.
Therefore, we caution you not to place undue reliance on our forward-looking
statements. This statement is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
July 31, October 31,
2001 2000
(Unaudited)
ASSETS
Cash and cash equivalents $ 229,451 $ 161,860
Inventory 1,846,120 1,712,383
Property, construction and office
equipment, net 26,150 24,075
Receivables, prepaid expenses and
other assets 122,811 113,025
Investments in unconsolidated entities 17,403 18,911
$2,241,935 $2,030,254
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $ 327,389 $ 326,537
Subordinated notes 669,520 469,499
Customer deposits on sales
contracts 105,527 104,924
Accounts payable 85,324 110,927
Accrued expenses 183,051 185,141
Income taxes payable 69,290 88,081
Total liabilities 1,440,101 1,285,109
Stockholders' equity:
Preferred stock
Common stock 365 359
Additional paid-in capital 108,786 105,454
Retained earnings 708,533 668,608
Treasury stock (15,850) (29,276)
Total stockholders' equity 801,834 745,145
$2,241,935 $2,030,254
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Three months
ended January 31
2000 1999
Revenues:
Housing sales $458,369 $334,220
Land sales 10,907 9,025
Equity earnings in
unconsolidated joint venture 2,386
Interest and other 3,599 1,306
475,261 344,551
Costs and expenses:
Housing sales 344,813 257,794
Land sales 8,540 7,039
Selling, general & administrative 46,949 35,457
Interest 11,764 8,933
412,066 309,223
Income before income taxes 63,195 35,328
Income taxes 23,270 12,935
Net income $ 39,925 $ 22,393
Earnings per share:
Basic $ 1.10 $ .61
Diluted $ 1.01 $ .61
Weighted average number
of shares
Basic 36,163 36,471
Diluted 39,415 36,909
See accompanying notes
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Nine months
ended July 31
2001 2000
Cash flows from operating activities:
Net income $39,925 $22,393
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 2,265 2,093
Equity in the earnings of unconsolidated
joint ventures (2,386)
Deferred tax provision 1,685 1,768
Changes in operating assets and liabilities:
Increase in inventory (136,047) (110,744)
Origination of mortgage loans (26,186)
Sale of mortgage loans 24,877
Increase in receivables, prepaid
expenses and other assets (5,800) (5,746)
Increase in customer deposits on sales contracts 603 3,806
Decrease in accounts payable and accrued
expenses (23,279) (14,416)
Decrease in current income taxes payable (16,165) (9,333)
Net cash used in operating activities (140,508) (110,179)
Cash flows from investing activities:
Purchase of property, construction and office
equipment, net (3,396) (2,539)
Distribution from investment in unconsolidated
joint ventures 8,750
Net cash provided by (used in) investing activities 5,354 (2,539)
Cash flows from financing activities:
Proceeds from loans payable 40,000 105,060
Principal payments of loans payable (42,268) (52,082)
Net proceeds from the issuance of senior
subordinated notes 196,975
Proceeds from stock-based benefit plans 9,680 134
Purchase of treasury stock (1,642) (1,577)
Net cash provided by financing activities 202,745 51,535
Increase (decrease) in cash and cash equivalents 67,591 (61,183)
Cash and cash equivalents, beginning of period 161,860 96,484
Cash and cash equivalents, end of period $229,451 $35,301
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, 2000 balance sheet amounts and disclosures included herein
have been derived from the October 31, 2000 audited financial statements
of the Registrant. Since the accompanying condensed consolidated financial
statements do not include all the information and footnotes required by
accounting principles generally accepted in the United States 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, 2000 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 January 31, 2001
and the results of its operations and cash flows for the three months
ended January 31, 2001 and 2000. The results of operations for such
interim periods are not necessarily indicative of the results to be
expected for the full year.
2. Inventory
Inventory consisted of the following (amount in thousands):
January 31, October 31,
2001 2000
Land and land development costs $ 613,086 $ 558,503
Construction in progress 1,068,210 992,098
Sample homes 67,182 60,511
Land deposits and costs of future
development 63,996 68,560
Deferred marketing costs 33,646 32,711
$1,846,120 $1,712,383
Construction in progress includes the cost of homes under construction,
land, land development costs 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 inventory is delivered to a customer.
Interest incurred, capitalized and expensed is summarized as follows
(amounts in thousands):
Three months
ended July 31,
2000 1999
Interest capitalized,
beginning of period $78,443 $64,984
Interest incurred 16,913 14,193
Interest expensed (11,764) (8,933)
Write-off to cost of sales (56)
Interest capitalized,
end of period $83,592 $70,188
3. Earnings Per Share
Information pertaining to the calculation of earnings per share for the
three months ended January 31, 2001 and 2000 is as follows (amounts in
thousands):
2001 2000
Basic weighted average shares 36,163 36,471
Common stock equivalents 3,252 438
Diluted weighted average shares 39,415 36,909
4. Subordinated Notes
In January 2001, the Company issued $200,000,000 of 8 1/4% Senior
Subordinated Notes due 2011. The Company will use the proceeds for
general corporate purposes including the acquisition of inventory.
5. Stock Repurchase Program
The Company's Board of Directors has authorized the repurchase of up to
5,000,000 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 the Company's various employee benefit plans. As of January
31, 2001, the Company had repurchased approximately 46,000 shares under
the program.
6. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flows
for the three months ended January 31, 2001 and 2000 (amounts in
thousands):
2001 2000
Supplemental disclosures of cash flow information:
Interest paid, net of capitalized amount $ 3,045 $ 3,414
Income taxes paid $37,750 $20,500
Supplemental disclosures of non-cash activities:
Cost of residential inventories acquired
through seller financing $ 4,500 $ 2,893
Investment in unconsolidated subsidiary aquired
through seller financing $ 3,000
Income tax benefit relating to exercise of
employee stock options $ 4,312 $ 422
Stock bonus awards $ 4,413 $ 1,395
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the three months ended January 31, 2001
and 2000, certain income statement items related to the Company's operations
Three months ended January 31,
2001 2000
$ % $ %
(millions) (millions)
Housing sales
Revenues 458.4 334.2
Costs 344.8 75.2 257.8 77.1
Land sales
Revenues 10.9 9.0
Costs 8.5 78.3 7.0 78.0
Equity earnings
in unconsolidated
joint venture 2.4
Interest and other 3.6 1.3
Total revenues 475.3 344.6
Selling, general
& administrative
expenses* 46.9 9.9 35.5 10.3
Interest expense* 11.8 2.5 8.9 2.6
Total costs and
expenses* 412.1 86.7 309.2 89.7
Income before income taxes 63.2 13.3 35.3 10.3
Note: Due to rounding, amounts may not add
* Percentages are based on total revenues.
HOUSING SALES
Housing revenues for the three months ended January 31, 2001 increased $124.1
million, or 37%, over housing revenues for the three months ended January 31,
2000. This increase was the result of a 22% increase in units delivered and a
13% increase in the average price of the homes delivered. The increase in the
number of homes delivered was the result of the larger backlog of homes to be
delivered at the beginning of the 2001 period as compared to the beginning of
the 2000 period. The increased backlog was the result of the 31% increase in
contracts signed in fiscal 2000 over fiscal 1999. The increase in the average
price of the homes delivered was the result of increases in selling price due
to increases in base sales prices and a shift in the location of homes
delivered to more expensive areas.
The aggregate sales value of contracts signed during the three months ended
January 31, 2001 amounted to $448.0 million (883 homes), a 14% increase over
the same period in fiscal 2000. This increase is primarily the result of an
increase in the average price of homes sold (due primarily to increases in
base selling prices and a shift in the location of homes sold to more
expensive areas) and a slight increase in the number of contracts signed.
As of January 31, 2001, the backlog of homes under contract but not delivered
amounted to $1.42 billion (2,678 homes), a 27% increase over the $1.12
billion (2,431 homes) backlog as of January 31, 2000.
Housing costs as a percentage of housing sales decreased in fiscal 2001 as
compared to the comparable period of fiscal 2000. The decrease was 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 $2.7 million in write-
offs in the three-month period of fiscal 2001 as compared to $2.0 million in
the comparable period of fiscal 2000.
Based upon the aforementioned 37% increase in first quarter 2001 housing
revenues and the 27% increase in backlog as of January 31, 2001, the Company
expects homebuilding revenues to be higher in fiscal 2001 as compared to
fiscal 2000.
LAND SALES
The Company operates a land development and sales operation in Loudoun
County, Virginia. The Company is also developing several master planned
communities in which it may sell land to other builders. The amount of land
sales will vary from quarter to quarter depending upon the scheduled timing
of the delivery of the land parcels. Land sales amounted to $10.9 million for
the three months ended January 31, 2001, a 21% increase over the comparable
quarter of 2000.
INTEREST AND OTHER INCOME
For the three months ended January 31, 2001, other income increased $2.3
million as compared to the three-months ended January 31, 2000. This increase
was primarily the result of an increase in interest income due to the
investment of available cash and increased earnings from the Company's
ancillary businesses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
SG&A spending increased by $11.5 million, or 33%, in the three months ended
January 31, 2001 as compared to the three months ended January 31, 2000. This
increased spending was primarily due to the increase in the level of
construction and sales activities in the fiscal 2001 period as compared to
the fiscal 2000 period.
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 slightly lower in
the fiscal 2001 period compared to the comparable period of fiscal 2000.
INCOME TAXES
Income taxes were provided at an effective rate of 36.8% and 36.6% for the
first quarter of fiscal 2001 and fiscal 2000, respectively.
CAPITAL RESOURCES AND LIQUIDITY
Funding for the Company's operations has been principally provided by cash
flows from operations, unsecured bank borrowings and from 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 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, to reduce
debt and repurchase its Common Stock. 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 January 31, 2001,
the Company had $80 million of loans and approximately $34.3 million of
letters of credit outstanding under the facility. The Company believes that
it will be able to fund its activities through a combination of existing cash
resources, cash flow from operations and other sources of credit similar in
nature to those the Company has accessed in the past.
In January 2001, the Company issued $200 million of 8 1/4% Senior
Subordinated Notes due 2011 to the public. The Company will use the proceeds
for general corporate purposes including the acquisition of inventory.
HOUSING DATA
New Contracts
Three months ended January 31,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 180 $ 92,759 229 $107,416
Mid-Atlantic (PA,DE,MD,VA) 309 146,397 250 114,274
Midwest (OH,IL,MI) 109 45,829 101 41,623
Southeast (FL,NC,TN) 76 40,153 63 30,901
Southwest (AZ,NV,TX) 111 59,604 152 56,627
West Coast (CA) 98 63,256 69 40,737
Total 883 $447,998 864 $391,578
New contract amounts for the three months ended January 31, 2001 and 2000
include $4,333,000 (15 homes) and $4,759,000 (18 homes), respectively, from
an unconsolidated joint venture.
Closings
Three months ended January 31,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 244 $118,685 223 $ 99,684
Mid-Atlantic(PA,DE,MD,VA) 304 139,806 272 116,730
Midwest (OH,IL,MI) 92 39,865 75 24,056
Southeast (FL,NC,TN) 113 50,536 50 23,273
Southwest (AZ,NV,TX) 128 55,795 155 55,680
West Coast (CA) 90 53,682 24 14,797
Total 971 $458,369 799 $334,220
Backlog
As ofJanuary 31,
2001 2000
units $000 units $000
Northeast (MA,RI,NH,CT,NY,NJ) 659 $341,660 729 $353,949
Mid-Atlantic (PA,DE,MD,VA) 684 325,811 670 308,940
Midwest (OH,IL,MI) 315 149,535 251 96,659
Southeast (FL,NC,TN) 275 136,248 175 84,189
Southwest (AZ,NV,TX) 400 213,136 417 171,179
West Coast (CA) 345 254,542 189 106,683
Total 2,678 $1,420,932 2,431 $1,121,599
Backlog amounts as of January 31, 2001 and 2000 include $10,116,000 (35
homes) and $15,067,000 (57 homes) respectively, from an unconsolidated 50%
owned joint venture.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 4.1 - *Indenture dated as of January 25, 2001 among Toll
Corp., as issuer, the Registrant, as guarantor
and Bank One Trust Company, as trustee, including
form of guarantee
(b) Reports on Form 8-K
During the quarter ended January 31, 2001 the
Company filed a current rep ort on Form 8-K on
January 24, 2001, reporting under items five and
seven, for the purpose of filing documents
pertaining to Toll Corp.'s issuance of
$200,000,000 of 8 1/4% Senior Subordinated Notes
due 2011 guaranteed on a senior subordinated
basis by Toll Brothers, Inc.
*Filed electronically herewith
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: March 12, 2001 By: /s/ Joel H. Rassman
Joel H. Rassman
Senior Vice President,
Treasurer and Chief
Financial Officer
Date: March 12, 2001 By: /s/ Joseph R. Sicree
Joseph R. Sicree
Vice President -
Chief Accounting Officer
(Principal Accounting
Officer)