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 April 30, 2002
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: 70,887,246 shares as of June 10, 2002.
TOLL BROTHERS, INC. AND SUBSIDIARIES
INDEX
Page No.
Statement of Forward-Looking Information 2
PART I. Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
as of April 30, 2002 and October 31, 2001 3
Condensed Consolidated Statements of Income
(Unaudited) For the Six Months and Three
Months Ended April 30, 2002 and 2001 4
Condensed Consolidated Statements of Cash Flows
(Unaudited)For the Six Months Ended April 30, 2002
and 2001 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk 15
PART II. Other Information 16
SIGNATURES 17
1
STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included herein and in our other 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 our 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 open new
communities, ability to secure materials and subcontractors and stock market
valuations. In some cases you can identify those so called forward-looking
statements by words such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of those words or other comparable words. 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 our other reports, SEC filings, statements and presentations.
These risks and uncertainties include local, regional and national economic and
political conditions, the consequences of any future terrorist attacks such as
those that occurred on September 11, 2001, the effects of governmental
regulation, the competitive environment in which we operate, 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 we believe could cause
our 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, 2001.
If one or more of the assumptions underlying our forward-looking statements
proves incorrect, then our 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.
When this report uses the word "we," "us," and "our," they refer to Toll
Brothers, Inc. and its subsidiaries, unless the context otherwise requires.
2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
April 30, October 31,
2002 2001
-------------------- --------------------
(Unaudited)
ASSETS
Cash and cash equivalents $115,462 $182,840
Inventory 2,402,720 2,183,541
Property, construction and office
equipment, net 36,144 33,095
Receivables, prepaid expenses and
other assets 100,513 91,784
Mortgage loans receivable 25,765 26,758
Investments in unconsolidated entities 14,122 14,182
---------- ----------
$2,694,726 $2,532,200
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Loans payable $235,547 $362,712
Subordinated notes 819,622 669,581
Mortgage company warehouse loans 22,614 24,754
Customer deposits 123,318 101,778
Accounts payable 144,318 132,970
Accrued expenses 235,587 229,671
Income taxes payable 85,376 98,151
---------- ----------
Total liabilities 1,666,382 1,619,617
---------- ----------
Stockholders' equity:
Preferred stock
Common stock 738 369
Additional paid-in-capital 103,713 107,014
Retained earnings 978,916 882,281
Treasury stock (55,023) (77,081)
---------- ----------
Total stockholders' equity 1,028,344 912,583
---------- ----------
$2,694,726 $2,532,200
========== ==========
See accompanying notes
3
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
Six months ended Three months ended
April 30, April 30,
------------------------------- -------------------------------
2002 2001 2002 2001
------------------------------- -------------------------------
Revenues:
Housing sales $1,021,813 $955,915 $539,111 $497,546
Land sales 14,041 22,417 7,618 11,510
Equity earnings from
unconsolidated joint
ventures 1,497 5,261 1,497 2,875
Interest and other 5,324 6,192 2,270 2,593
------------------------------- -------------------------------
1,042,675 989,785 550,496 514,524
------------------------------- -------------------------------
Costs and expenses:
Housing sales 740,063 713,380 388,638 368,567
Land sales 9,178 17,538 4,961 8,998
Selling, general and
administrative expense 110,992 98,339 58,594 51,390
Interest 29,632 24,982 15,477 13,218
------------------------------- -------------------------------
889,865 854,239 467,670 442,173
------------------------------- -------------------------------
Income before income taxes 152,810 135,546 82,826 72,351
Income taxes 55,806 49,843 30,316 26,573
------------------------------- -------------------------------
Net income $97,004 $85,703 $52,510 $45,778
=============================== ===============================
Earnings per share:
Basic $1.38 $1.18 $0.74 $0.63
Diluted $1.29 $1.09 $0.69 $0.58
Weighted average number
of shares:
Basic 70,425 72,591 70,849 72,857
Diluted 75,241 78,697 76,237 78,564
See accompanying notes
4
TOLL BROTHERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Six months ended
April 30,
---------------------------------------
2002 2001
------------------ ------------------
Cash flows from operating activities
Net income $97,004 $85,703
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 5,363 4,873
Equity from earnings of unconsolidated
joint ventures (1,497) (5,261)
Deferred tax provision (602) 4,600
Changes in operating assets and liabilities:
Increase in inventory (210,198) (320,982)
Origination of mortgage loans (160,551) (64,391)
Sale of mortgage loans 161,438 55,441
Increase in receivables, prepaid expenses
and other assets (9,149) (6,080)
Increase in customer deposits 21,541 10,601
Increase in accounts payable
and accrued expenses 25,001 6,685
Decrease in current income taxes payable (6,593) (10,508)
-------------- -------------
Net cash used in operating activities (78,243) (239,319)
-------------- -------------
Cash flows from investing activities:
Purchase of property, construction
and office equipment, net (7,560) (6,851)
Investments in unconsolidated entities (2,200)
Distributions from unconsolidated entities 2,800 12,250
-------------- -------------
Net cash (used in)provided by
investing activities (6,960) 5,399
-------------- -------------
Cash flows from financing activities:
Proceeds from loans payable 167,985 60,000
Principal payments of loans payable (305,342) (67,692)
Net proceeds from issuance of subordinated debt 149,748 196,975
Proceeds from stock-based benefit plans 11,360 11,331
Purchase of treasury stock (5,926) (11,550)
-------------- -------------
Net cash provided by financing activities 17,825 189,064
-------------- -------------
Decrease in cash and cash equivalents (67,378) (44,856)
Cash and cash equivalents, beginning of period 182,840 161,860
-------------- -------------
Cash and cash equivalents, end of period $115,462 $117,004
============== =============
See accompanying notes
5
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,
2001 balance sheet amounts and disclosures included herein have been derived
from our October 31, 2001 audited financial statements. 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, we suggest
that they be read in conjunction with the financial statements and notes
thereto included in our October 31, 2001 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 our financial position as of April 30,
2002, the results of our operations for the six months and three months ended
April 30, 2002 and 2001 and our cash flows for the six months ended April 30,
2002 and 2001. The results of operations for such interim periods are not
necessarily indicative of the results to be expected for the full year.
On March 4, 2002, our Board of Directors declared a two-for-one split of our
common stock in the form of a stock dividend to stockholders of record on
March 14, 2002. The additional shares were distributed on March 28, 2002. All
share and per share information has been restated to reflect this split.
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Asset" provides guidance on accounting for certain
intangibles and eliminates the amortization of goodwill and certain
intangible assets. Intangible assets, including goodwill, that are not
subject to amortization are required to be tested for impairment and possible
write-down on an annual basis. We adopted SFAS 142 on November 1, 2001, the
first day of our 2002 fiscal year. We had $8.9 million of goodwill at
November 1, 2001. The adoption of SFAS 142 did not have a material impact on
our financial statements. For the six-month and three-month periods ended
April 30, 2001, we amortized $531,000 (net of $309,000 of income taxes) and
$266,000 (net of $154,000 of income taxes) of goodwill, respectively. Had we
not amortized goodwill during the six-month and three-month periods ended
April 30, 2001, we would have reported net income, diluted earnings per share
and basic earnings per share of $86,234,000, $1.10 and $1.19, respectively,
for the six-month period and $46,044,000, $.59 and $.63, respectively, for
the three-month period.
Certain amounts reported in prior periods have been reclassified for
comparative purposes.
6
2. Inventory
Inventory consisted of the following (amounts in thousands):
April 30, October 31,
2002 2001
--------------- ---------------
Land and land development costs $873,159 $833,386
Construction in progress 1,263,885 1,146,485
Sample homes and sales offices 151,131 107,744
Land deposits and costs of future
development 105,968 89,360
Other 8,577 6,566
--------------- --------------
$2,402,720 $2,183,541
=============== ==============
Construction in progress includes the cost of homes under construction, land
and land development and carrying costs of lots that have been substantially
improved.
We capitalize 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 (amounts in thousands):
Six months ended Three months ended
April 30, April 30,
------------------------------------- ---------------------------------
2002 2001 2002 2001
------------------------------------- ---------------------------------
Interest capitalized,
beginning of period $98,650 $78,443 $106,542 $83,592
Interest incurred 45,243 37,399 22,608 20,486
Interest expensed (29,632) (24,982) (15,477) (13,218)
Write-off to cost of sales (624) (434) (36) (434)
------------------------------------- ---------------------------------
Interest capitalized,
end of period $113,637 $90,426 $113,637 $90,426
===================================== =================================
3. Earnings per share:
Information pertaining to the calculation of earnings per share for the six
months and three months ended April 30, 2002 and 2001 is as follows
(amounts in thousands):
Six months ended Three months ended
April 30, April 30,
--------------------------------- --------------------------------
2002 2001 2002 2001
--------------------------------- --------------------------------
Basic weighted average
shares 70,425 72,591 70,849 72,857
Common stock equivalents 4,816 6,106 5,388 5,707
--------------------------------- -------------------------------
Diluted weighted average
shares 75,241 78,697 76,237 78,564
================================= ===============================
7
4. Subordinated Notes
In November 2001, we issued $150,000,000 of 8.25% Senior Subordinated Notes
due 2011. We used the proceeds for general corporate purposes including the
acquisition of inventory.
5. Stock Repurchase Program
Our Board of Directors has authorized the repurchase of up to 10,000,000
shares of our common stock, par value $.01, from time to time, in open
market transactions or otherwise, for the purpose of providing shares for
our various employee benefit plans. At April 30, 2002, we had repurchased
approximately 4,359,000 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 six months ended April 30, 2002 and 2001 (amounts in thousands):
2002 2001
---- ----
Supplemental disclosures of cash flow
information:
Interest paid, net of capitalized amount $ 6,605 $ 5,440
-------- --------
Income taxes paid $ 63,000 $ 55,750
-------- --------
Supplemental disclosures of non-cash
activities:
Cost of residential inventories acquired
through seller financing $ 8,810 $ 27,645
-------- --------
Income tax benefit relating to exercise of
employee stock options $ 5,583 $ 4,611
-------- --------
Stock bonus awards $ 6,853 $ 4,413
-------- --------
Contributions to employee retirement plan $ 883 $ 791
-------- --------
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING ESTIMATES
Basis of Presentation
Our financial statements include the accounts of Toll Brothers, Inc. and its
majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Investments in 20% to 50% owned partnerships
and affiliates are accounted for on the equity method.
Inventory
Inventory is stated at the lower of cost or fair value in accordance with
Statement of Accounting Standards Board No. 121 and 144. In addition to direct
acquisition, land development and home construction costs, costs include
interest, real estates taxes and direct overhead costs related to development
and construction, which are capitalized to inventories during the period
beginning with the commencement of development and ending with the completion of
construction.
Land, land development and related costs are amortized to the cost of homes
closed based upon the total number of homes to be constructed in each community.
Home construction and related costs are charged to the cost of homes closed
under the specific identification method. Land, common area development and
related costs of master planned communities are allocated to individual
communities within the master planned community on a relative sales value basis.
Income Recognition
Revenue and cost of sales are recorded at the time each home, or lot, is closed
and title and possession has been transferred to the buyer.
Joint Venture Accounting
We have entered into three joint ventures with third parties to develop and sell
land that was owned or is currently owned by our venture partners. We recognize
our share of earnings from the sale of lots to other builders. We do not
recognize earnings from lots we purchase, but reduce our cost basis in the lots
by our share of the earnings on those lots. We have agreed to purchase 180 lots
from one of the ventures, 46 lots from another and have the right to purchase up
to 385 lots from the third. We will also participate in the profits earned from
the lots sold to other builders above certain agreed upon levels.
In addition, we effectively own one-third of Toll Brothers Realty Trust (the
"Trust"), an entity that was formed with a number of our senior executives and
directors and with the Pennsylvania State Employees Retirement System, to take
advantage of commercial real estate opportunities that may present themselves
from time to time. We provide development, finance and management services to
the Trust and receive fees under various agreements. We also own 50% of a joint
venture that is currently selling and building an active adult, age-qualified
community.
Our total commitment to these entities is not material to our financial
position. These investments are accounted for on the equity method.
9
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain income
statement items related to the Company's operations (dollars in millions):
Six months ended Three months ended
April 30, April 30,
-------------------------------------------- ------------------------------------------
2002 2001 2002 2001
------------------------- ---------------- --------------------- -------------------
$ % $ % $ % $ %
Housing sales
Revenues 1,021.8 955.9 539.1 497.5
Costs 740.1 72.4 713.4 74.6 388.6 72.1 368.6 74.1
---------------------------------------------------------------------------------------
Land sales
Revenues 14.0 22.4 7.6 11.5
Costs 9.2 65.4 17.5 78.2 5.0 65.1 9.0 78.2
---------------------------------------------------------------------------------------
Equity earnings from
unconsolidated
joint ventures 1.5 5.3 1.5 2.9
---------------------------------------------------------------------------------------
Other 5.3 6.2 2.3 2.6
---------------------------------------------------------------------------------------
Total revenues 1,042.7 989.8 550.5 514.5
---------------------------------------------------------------------------------------
Selling, general
& administrative
expenses* 111.0 10.6 98.3 9.9 58.6 10.6 51.4 10.0
---------------------------------------------------------------------------------------
Interest expense* 29.6 2.8 25.0 2.5 15.5 2.8 13.2 2.6
---------------------------------------------------------------------------------------
Total costs
and expenses* 889.9 85.3 854.2 86.3 467.7 85.0 442.2 85.9
---------------------------------------------------------------------------------------
Income before
income taxes* 152.8 14.7 135.5 13.7 82.8 15.0 72.4 14.1
---------------------------------------------------------------------------------------
Note: Due to rounding, amounts may not add.
*Percentages are based on total revenues.
HOUSING SALES
Housing revenues for the six-month and three-month periods ended April 30, 2002
were higher than those of the comparable periods of 2001 by approximately $65.9
million or 7%, and $41.6 million or 8%, respectively. The increase in revenues
in the six-month period of 2002 was primarily attributable to an increase in the
number of homes we delivered. The increase in revenues in the three-month period
of 2002 was attributable to an 11% increase in the number of homes we delivered,
offset in part by a 2% decrease in the average price of the homes delivered. It
takes on average nine months or more for us to deliver a home from the time we
receive a contract from the homebuyer, thus most homes delivered during the
six-month and three-month periods of fiscal 2002 and 2001 were in our backlog at
October 31, 2001 and 2000, respectively. The increase in the number of homes
delivered in the fiscal 2002 periods was primarily due to our delivering a
higher percentage of homes in backlog at October 31, 2001 as compared to the
percentage of homes we delivered in the fiscal 2001 periods from the October 31,
2000 backlog.
10
At April 30, 2002, we had $1.77 billion (3,271 homes)in our backlog of homes
under contract but not delivered, a 10% increase over the $1.61 billion (3,112
homes) we had in our backlog at April 30, 2001 and a 25% increase over the $1.41
billion (2,727 homes) we had in our backlog at October 31, 2001. The increase in
the value of our backlog at April 30, 2002 compared to April 30, 2001 was the
result of the 21% increase in the value of contracts we signed in the first six
months of fiscal 2002 as compared to the first six months of fiscal 2001, offset
in part by the increase in the aggregate value of homes delivered in the 2002
periods compared to the same periods of 2001.
The aggregate sales value of contracts we signed for the six-month period ended
April 30, 2002 compared to the comparable period of 2001 increased by 21%. The
increase in the six-month period was primarily the result of a 14% increase in
the number of units sold and a 7% increase in the average price of homes sold.
The aggregate sales value of contracts we signed for the three-month period
ended April 30, 2002 compared to the comparable period of 2001 increased by 30%.
The increase in the three-month period was primarily the result of a 19%
increase in the number of units sold and a 9% increase in the average price of
homes sold. The increase in the average selling price in both the six-month and
three-month periods was due to a shift in product mix to more expensive
locations and increases in the base selling prices. For more detail on
contracts, closings and backlog, see the tables provided at the end of this Item
2.
The terrorist attacks of September 11, 2001 impacted us most severely in the
first few weeks immediately after the event as consumer confidence dropped and
the stock market declined. Due to the weakness in new home orders in our fourth
quarter of fiscal 2001, our backlog value at October 31, 2001 was 2% lower than
the backlog value at October 31, 2000. Subsequent to October 31, 2001, deposit
activity remained volatile week-to-week but generally showed improvement over
time. A deposit is a non-binding agreement signed by a homebuyer which will
reserve a home site and fix the home price for a short period of time. Not all
deposits result in binding agreements of sale and, therefore, deposits are not
included in our backlog. The increased deposit activity resulted in an increase
in signed agreements of sale in the quarter ended January 31, 2002, although
many of the agreements were signed in the month of January 2002. Because it
takes more than nine months from the signing of an agreement to the delivery of
a home in many of our communities, many of the agreements signed in January 2002
may not be delivered to our customers prior to October 31, 2002, the end of our
fiscal year. In addition, most of the contracts signed in our quarter ended
April 30, 2002 will not be delivered until fiscal 2003. Accordingly, we expect
to deliver between 4,160 homes and 4,400 homes for our fiscal year 2002,
compared to the 4,358 homes delivered in fiscal 2001.
We continue to increase the number of communities from which we are selling and
delivering homes. At April 30, 2002, we had 166 selling communities compared to
155 at October 31, 2001 and 145 at October 31, 2000. We expect to have
approximately 175 selling communities at October 31, 2002. Based upon the
strength of demand during the past six months, the increased number of
communities from which we are currently operating and expect to open during the
next six months and the current deposit trends, we believe that homes delivered
in fiscal 2003 could exceed 5,000.
Housing costs as a percentage of housing sales decreased in the six-month and
three-month periods ended April 30, 2002 as compared to the comparable periods
of fiscal 2001. The decreases were the result of selling prices increasing at a
greater rate than costs, lower land and improvement costs, improved operating
efficiencies and lower inventory write-downs. We incurred $1.7 million and $.5
million of write-downs in the six-month and three-month periods ended April 30,
2002, respectively, as compared to $4.3 million and $1.6 million in the
comparable periods of fiscal 2001.
11
LAND SALES
We operate a land development and sales operation in South Riding, Loudoun
County, Virginia and are also developing several master planned communities in
which we have sold and may, in the future, sell lots to other builders. Revenue
from land sales will vary from quarter to quarter depending upon the scheduled
timing of the delivery of the land parcels. Land sales for the six-month and
three-month periods ended April 30, 2002 declined $8.4 million and $3.9 million,
respectively, as compared to the same periods of fiscal 2001. The decreases in
land sales were due to fewer lots being available for sale at South Riding
during the fiscal 2002 periods than during fiscal 2001, offset in part by the
increased sales of lots in our other master planned communities.
INTEREST AND OTHER INCOME
For the six-month and three-month periods ended April 30, 2002, interest and
other income declined $.9 million and $.3 million, respectively, compared to the
same periods of fiscal 2001. The decreases were primarily the result of a
decrease in interest income due to lower interest rates offset, in part, by
increased income from forfeitures of customer deposits.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A")
As a percentage of revenues, SG&A increased to 10.6% from 9.9% in the six-month
period ended April 30, 2002 as compared to the same period of fiscal 2001, and
to 10.6% from 10.0% in the three-month period ended April 30, 2002 compared to
the comparable period of fiscal 2001. SG&A spending increased by $12.7 million
or 13%, and $7.2 million or 14%, respectively, in the six-month and three-month
periods ended April 30, 2002 as compared to the same periods of fiscal 2001. The
increases were primarily due to the increase in the number of selling
communities, the increased number of homes delivered in the fiscal 2002 periods
as compared to the fiscal 2001 periods and the expenditures required to prepare
for the opening of several master planned communities. Due to the longer lead
time that it takes us to open a master planned community as compared to a
regular stand-alone community, we incur and expense a greater amount of money
before we begin to realize revenue from a master planned community.
INTEREST EXPENSE
We determine interest expense on a specific lot-by-lot basis for our
homebuilding operations and on a parcel-by-parcel basis for our land sales. As a
percentage of total revenues, interest expense will vary depending on many
factors including the length 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 us in proportion to the amount
of our inventory during those periods. Interest expense as a percentage of
revenues was higher in the six-month and three-month periods ended April 30,
2002 than in the comparable periods of fiscal 2001.
12
INCOME TAXES
Income taxes were provided at an effective rate of 36.5% and 36.6% for the
six-month and three-month periods of fiscal 2002, respectively. For the
comparable periods of fiscal 2001, income taxes were provided at 36.8% and
36.7%.
CAPITAL RESOURCES AND LIQUIDITY
Funding for our operations has been provided principally by cash flows from
operations, unsecured bank borrowings, and from the public debt markets.
Cash flow from operations, before inventory additions, has improved as operating
results have improved. One of the main factors that determines cash flow from
operations, before inventory additions, is the level of revenues from the
delivery of homes and land sales. We anticipate that cash flow from operations,
before inventory additions, will continue to be strong. We have used our cash
flow from operations, bank borrowings and public debt to: acquire additional
land for new communities; fund additional expenditures for land development and
construction costs needed to meet the requirements of our increased backlog and
continuing expansion of the number of communities in which we are offering homes
for sale; repurchase our stock; and repay debt. We expect that inventories will
continue to increase and is currently negotiating and continuing to search for
additional opportunities to obtain control of land for future communities.
At April 30, 2002, we had a $535 million unsecured revolving credit facility
with sixteen banks, of which $445 million extends through March 2006 and $90
million extends through February 2003. At April 30, 2002, we had no borrowings
outstanding and approximately $50.3 million of letters of credit outstanding
under the facility. We believe that we will be able to fund our activities
through a combination of existing cash resources, cash flow from operations and
existing sources of funds similar in nature to those we have accessed in the
past.
HOUSING DATA
($ in millions)
Closings
Six months ended April 30,
----------------------------------------------------------
2002 2001
units $ units $
------------------------- -----------------------------
Northeast 436 223.0 463 232.4
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic 681 314.1 599 277.8
(PA, DE, MD, VA)
Midwest 216 100.8 203 90.1
(OH, IL, MI)
Southeast 290 114.3 215 99.3
(FL, NC, TN)
Southwest 247 131.3 261 123.5
(AZ, NV, TX, CO)
West Coast (CA) 195 138.3 209 132.8
------------------------- -----------------------------
Total 2,065 1,021.8 1,950 955.9
========================= =============================
13
Contracts (1)
Six months ended April 30,
----------------------------------------------------------
2002 2001
units $ units $
------------------------- -----------------------------
Northeast 449 260.3 443 219.4
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic 981 450.1 791 371.0
(PA, DE, MD, VA)
Midwest 202 101.3 296 123.6
(OH, IL, MI)
Southeast 387 169.9 275 124.3
(FL, NC, TN)
Southwest 306 149.4 272 140.3
(AZ, NV, TX, CO)
West Coast (CA) 309 256.4 234 163.8
------------------------- -----------------------------
Total 2,634 1,387.4 2,311 1,142.4
========================= =============================
(1) Contracts for the six-month periods ended April 30, 2002 and 2001 included
$4,600,000 (14 homes) and $9,433,000 (32 homes), respectively, from an
unconsolidated 50% owned joint venture with a third party.
Backlog (2) at April 30,
----------------------------------------------------------
2002 2001
units $ units $
------------------------- -----------------------------
Northeast 664 367.9 703 354.5
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic 1,133 528.2 871 412.5
(PA, DE, MD, VA)
Midwest 291 143.8 376 172.8
(OH, IL, MI)
Southeast 425 207.0 372 171.6
(FL, NC, TN)
Southwest 401 205.7 428 226.1
(AZ, NV, TX, CO)
West Coast (CA) 357 316.6 362 276.0
------------------------- -----------------------------
Total 3,271 1,769.2 3,112 1,613.5
========================= =============================
(2)Backlog at April 30, 2002 and 2001 included $4,619,000 (14 homes) and
$10,919,000 (37 homes), respectively, from this joint venture.
14
Closings
Three months ended April 30,
----------------------------------------------------------
2002 2001
units $ units $
-------------------------- -----------------------------
Northeast 213 107.4 219 113.7
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic 353 160.6 295 138.0
(PA, DE, MD, VA)
Midwest 104 45.7 111 50.2
(OH, IL, MI)
Southeast 159 61.7 102 48.8
(FL, NC, TN)
Southwest 138 74.0 133 67.7
(AZ, NV, TX, CO)
West Coast (CA) 119 89.7 119 79.1
-------------------------- -----------------------------
Total 1,086 539.1 979 497.5
========================== =============================
Contracts (3)
Three months ended April 30,
----------------------------------------------------------
2002 2001
units $ units $
------------------------- -----------------------------
Northeast 259 152.2 263 126.6
(MA, RI, NH, CT, NY, NJ)
Mid-Atlantic 662 304.3 482 224.7
(PA, DE, MD, VA)
Midwest 124 63.7 187 77.8
(OH, IL, MI)
Southeast 272 114.7 199 84.1
(FL, NC, TN)
Southwest 190 95.8 161 80.7
(AZ, NV, TX, CO)
West Coast (CA) 199 171.6 136 100.5
------------------------- -----------------------------
Total 1,706 902.3 1,428 694.4
========================= =============================
(3) Contracts for the three-month periods ended April 30, 2002 and 2001 included
$2,833,000 (8 homes) and $5,194,000 (17 homes), respectively, from this joint
venture.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk from October 31, 2001.
For more information regarding our market risk, see Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for
the fiscal year ended October 31, 2001.
15
PART II. Other Information
ITEM 1. Legal Proceedings
We are involved in various claims and litigation arising principally in the
ordinary course of business. We believe that the disposition of these matters
will not have a material adverse effect on the business or on our financial
condition. There are no proceedings required to be disclosed pursuant to Item
103 of Regulation S-K.
ITEM 2. Changes in Securities and Use of Proceeds
On March 4, 2002, we amended our Certificate of Incorporation to increase the
number of shares of our common stock authorized for issuance from 45,000,000 to
100,000,000. This amendment was effected by our Board of Directors by virtue of
the authority granted to it by our stockholders at the Annual Meeting of
Stockholders on March 21, 2001. This modification to our Certificate of
Incorporation does not affect the rights of holders of our common stock.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
Our 2002 Annual Meeting of Stockholders was held on March 21, 2002.
The following proposal was submitted to and approved by security holders at the
Annual Meeting. There were 71,408,780 shares of our common stock eligible to
vote at the 2002 Annual Meeting.
(i) The election of three directors to hold office until the 2005 Annual
Meeting of Stockholders.
NOMINEE FOR WITHHELD AUTHORITY
Robert I. Toll 62,477,600 5,768,998
Bruce E. Toll 62,474,974 5,771,624
Joel H. Rassman 62,477,352 5,769,246
The share amounts have been adjusted to reflect a two-for-one stock split that
occurred subsequent to the Annual Meeting.
ITEM 5. Other Information
None.
16
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
During the quarter ended April 30, 2002, we filed a Current Report on Form 8-K
on March 5, 2002 for the purpose of filing our announcement of the Board of
Directors' authorization of a two-for-one common stock split in the form of a
stock dividend to be paid March 28, 2002, to stockholders of record as of the
close of business on March 14, 2002.
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: June 12, 2002 By: /s/ Joel H.Rassman
-----------------------------------------
Joel H. Rassman
Executive Vice President, Treasurer
and Chief Financial Officer
Date: June 12, 2002 By: /s/ Joseph R. Sicree
-----------------------------------------
Joseph R. Sicree
Vice President - Chief Accounting Officer
(Principal Accounting Officer)
17