þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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23-2416878
(I.R.S. Employer
Identification No.)
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250 Gibraltar Road, Horsham, Pennsylvania
(Address of principal executive offices)
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19044
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page No.
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April 30,
2012 |
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October 31,
2011 |
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(unaudited)
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ASSETS
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Cash and cash equivalents
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$
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709,038
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$
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906,340
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Marketable securities
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218,434
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233,572
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Restricted cash
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47,398
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19,760
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Inventory
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3,767,877
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3,416,723
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Property, construction and office equipment, net
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100,724
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99,712
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Receivables, prepaid expenses and other assets
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143,857
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105,576
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Mortgage loans held for sale
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50,527
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63,175
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Customer deposits held in escrow
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31,068
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14,859
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Investments in and advances to unconsolidated entities
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200,292
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126,355
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Investments in non-performing loan portfolios and foreclosed real estate
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95,870
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69,174
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$
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5,365,085
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$
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5,055,246
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LIABILITIES AND EQUITY
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Liabilities
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Loans payable
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$
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103,880
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$
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106,556
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Senior notes
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1,791,942
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1,490,972
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Mortgage company warehouse loan
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45,397
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57,409
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Customer deposits
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128,921
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83,824
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Accounts payable
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106,747
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96,817
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Accrued expenses
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457,274
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521,051
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Income taxes payable
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99,107
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106,066
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Total liabilities
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2,733,268
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2,462,695
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Equity
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Stockholders’ equity
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Preferred stock, none issued
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Common stock, 168,689 and 168,675 shares issued at April 30, 2012 and October 31, 2011, respectively
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1,687
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1,687
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Additional paid-in capital
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399,382
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400,382
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Retained earnings
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2,248,337
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2,234,251
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Treasury stock, at cost — 1,370 and 2,946 shares at April 30, 2012 and October 31, 2011, respectively
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(20,395
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(47,065
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)
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Accumulated other comprehensive loss
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(3,382
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)
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(2,902
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)
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Total stockholders’ equity
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2,625,629
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2,586,353
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Noncontrolling interest
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6,188
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6,198
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Total equity
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2,631,817
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2,592,551
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$
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5,365,085
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$
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5,055,246
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Six Months Ended April 30,
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Three Months Ended April 30,
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2012
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2011
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2012
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2011
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Revenues
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$
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695,636
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$
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653,791
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$
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373,681
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$
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319,675
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Cost of revenues
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578,429
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558,319
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306,821
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276,354
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Selling, general and administrative
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137,893
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128,301
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68,256
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67,050
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Interest expense
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—
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1,504
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—
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392
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716,322
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688,124
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375,077
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343,796
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Loss from operations
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(20,686
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(34,333
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(1,396
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(24,121
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)
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Other:
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Income (loss) from unconsolidated entities
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13,676
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(22,345
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6,989
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(11,343
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Other income - net
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16,251
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8,147
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10,056
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3,980
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Income (loss) before income tax benefit
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9,241
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(48,531
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15,649
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(31,484
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)
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Income tax benefit
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(4,845
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)
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(31,175
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(1,223
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)
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(10,711
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)
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Net income (loss)
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$
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14,086
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$
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(17,356
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$
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16,872
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$
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(20,773
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)
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Income (loss) per share:
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Basic
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$
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0.08
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$
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(0.10
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$
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0.10
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$
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(0.12
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Diluted
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$
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0.08
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$
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(0.10
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$
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0.10
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$
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(0.12
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Weighted average number of shares:
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Basic
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166,652
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166,794
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166,994
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166,910
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Diluted
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167,821
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166,794
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168,535
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166,910
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Six Months Ended April 30,
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2012
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2011
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Cash flow (used in) provided by operating activities:
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Net income (loss)
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$
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14,086
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$
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(17,356
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Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
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Depreciation and amortization
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10,698
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10,337
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Stock-based compensation
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8,831
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7,717
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(Recovery) impairments of investments in unconsolidated entities
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(1,621
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39,600
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Income from unconsolidated entities
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(12,055
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(17,255
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Distributions of earnings from unconsolidated entities
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1,550
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6,789
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Income from non-performing loan portfolios and foreclosed real estate
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(10,004
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(473
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)
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Deferred tax benefit
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(3,318
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)
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(6,515
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)
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Deferred tax valuation allowances
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3,318
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6,515
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Inventory impairments and write-offs
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10,128
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18,048
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Change in fair value of mortgage loans receivable and derivative instruments
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284
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818
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Gain on marketable securities
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(39
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)
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Changes in operating assets and liabilities
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Increase in inventory
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(202,466
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(154,440
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Origination of mortgage loans
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(253,866
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(301,778
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Sale of mortgage loans
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266,713
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365,328
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(Increase) decrease in restricted cash
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(27,638
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28,781
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(Increase) decrease in receivables, prepaid expenses and other assets
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(31,550
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)
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7,172
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Increase in customer deposits
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28,838
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17,554
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Decrease in accounts payable and accrued expenses
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(67,789
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)
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(36,546
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)
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Decrease in income tax refund recoverable
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141,590
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Decrease in income taxes payable
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(6,959
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)
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(18,241
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)
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Net cash (used in) provided by operating activities
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(272,859
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)
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97,645
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Cash flow used in investing activities:
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Purchase of property and equipment — net
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(4,747
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)
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(5,112
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)
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Purchase of marketable securities
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(177,833
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)
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(329,105
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)
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Sale and redemption of marketable securities
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189,716
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227,080
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Investment in and advances to unconsolidated entities
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(75,008
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)
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Return of investments in unconsolidated entities
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20,568
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15,751
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Investment in non-performing loan portfolios and foreclosed real estate
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(27,490
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)
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(42,141
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)
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Return of investments in non-performing loan portfolios and foreclosed real estate
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11,582
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Acquisition of a business
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(144,746
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)
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Net cash used in investing activities
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(207,958
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)
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(133,527
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)
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Cash flow provided by (used in) financing activities:
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Net proceeds from issuance of senior notes
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296,227
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Proceeds from loans payable
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400,092
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|
438,713
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Principal payments of loans payable
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(429,709
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)
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(498,960
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)
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Proceeds from stock-based benefit plans
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17,189
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|
|
4,676
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|
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Receipts related to noncontrolling interest
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|
|
|
2,678
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|
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Purchase of treasury stock
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(284
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)
|
|
(389
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)
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Net cash provided by (used in) financing activities
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283,515
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(53,282
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)
|
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Net decrease in cash and cash equivalents
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(197,302
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)
|
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(89,164
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)
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Cash and cash equivalents, beginning of period
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906,340
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|
|
1,039,060
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Cash and cash equivalents, end of period
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$
|
709,038
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$
|
949,896
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Level 1:
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Fair value determined based on quoted prices in active markets for identical assets or liabilities.
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Level 2:
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Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.
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Level 3:
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Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
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April 30,
2012 |
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October 31,
2011 |
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Land controlled for future communities
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$
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41,442
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$
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46,581
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Land owned for future communities
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1,046,240
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979,145
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Operating communities
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2,680,195
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2,390,997
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$
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3,767,877
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$
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3,416,723
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April 30,
2012 |
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October 31,
2011 |
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Land owned for future communities:
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Number of communities
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33
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43
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Carrying value (in thousands)
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$
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194,678
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$
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256,468
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Operating communities:
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Number of communities
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13
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2
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Carrying value (in thousands)
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$
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67,222
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|
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$
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11,076
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Six months ended April 30,
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Three months ended April 30,
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||||||||||||
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2012
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2011
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|
2012
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|
2011
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Charge (recovery):
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Land controlled for future communities
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$
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225
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$
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1,848
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$
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(552
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)
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$
|
2,197
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|
Land owned for future communities
|
918
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|
—
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|
|
—
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|
|
—
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|
||||
Operating communities
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8,985
|
|
|
16,200
|
|
|
2,560
|
|
|
10,725
|
|
||||
|
$
|
10,128
|
|
|
$
|
18,048
|
|
|
$
|
2,008
|
|
|
$
|
12,922
|
|
|
|
|
Impaired operating communities
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||||||||
Three months ended:
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Number of
communities tested |
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Number of
communities |
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Fair value of
communities, net of impairment charges |
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Impairment charges
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||||
Fiscal 2012:
|
|
|
|
|
|
|
|
||||
January 31
|
113
|
|
8
|
|
$
|
49,758
|
|
|
$
|
6,425
|
|
April 30
|
115
|
|
2
|
|
$
|
22,962
|
|
|
2,560
|
|
|
|
|
|
|
|
|
|
$
|
8,985
|
|
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Fiscal 2011:
|
|
|
|
|
|
|
|
||||
January 31
|
143
|
|
6
|
|
$
|
56,105
|
|
|
$
|
5,475
|
|
April 30
|
142
|
|
9
|
|
$
|
40,765
|
|
|
10,725
|
|
|
July 31
|
129
|
|
2
|
|
$
|
867
|
|
|
175
|
|
|
October 31
|
114
|
|
3
|
|
$
|
3,367
|
|
|
710
|
|
|
|
|
|
|
|
|
|
$
|
17,085
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Interest capitalized, beginning of period
|
$
|
298,757
|
|
|
$
|
267,278
|
|
|
$
|
311,335
|
|
|
$
|
274,730
|
|
Interest incurred
|
60,467
|
|
|
58,434
|
|
|
31,568
|
|
|
28,718
|
|
||||
Interest expensed to cost of revenues
|
(33,989
|
)
|
|
(35,382
|
)
|
|
(17,668
|
)
|
|
(17,300
|
)
|
||||
Interest directly expensed to operations
|
—
|
|
|
(1,504
|
)
|
|
—
|
|
|
(392
|
)
|
||||
Write-off against other income
|
(1,582
|
)
|
|
(318
|
)
|
|
(1,582
|
)
|
|
(248
|
)
|
||||
Interest reclassified to property, construction and office equipment
|
—
|
|
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
||||
Interest capitalized on investments in unconsolidated entities
|
(1,137
|
)
|
|
—
|
|
|
(1,137
|
)
|
|
—
|
|
||||
Interest capitalized, end of period
|
$
|
322,516
|
|
|
$
|
285,508
|
|
|
$
|
322,516
|
|
|
$
|
285,508
|
|
|
April 30, 2012
|
||||||||||||||||||
|
Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Trust
and Trust II
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
21,958
|
|
|
$
|
20,999
|
|
|
$
|
11,311
|
|
|
$
|
44,803
|
|
|
$
|
99,071
|
|
Inventory
|
175,277
|
|
|
280,886
|
|
|
5,580
|
|
|
|
|
|
461,743
|
|
|||||
Non-performing loan portfolio
|
|
|
|
|
|
|
259,545
|
|
|
259,545
|
|
||||||||
Rental properties
|
|
|
|
|
175,971
|
|
|
|
|
|
175,971
|
|
|||||||
Real estate owned (“REO”)
|
|
|
|
|
516
|
|
|
271,055
|
|
|
271,571
|
|
|||||||
Other assets (1)
|
18,499
|
|
|
64,799
|
|
|
9,183
|
|
|
165,913
|
|
|
258,394
|
|
|||||
Total assets
|
$
|
215,734
|
|
|
$
|
366,684
|
|
|
$
|
202,561
|
|
|
$
|
741,316
|
|
|
$
|
1,526,295
|
|
Debt (1)
|
$
|
71,444
|
|
|
$
|
34,804
|
|
|
$
|
197,172
|
|
|
$
|
310,855
|
|
|
$
|
614,275
|
|
Other liabilities
|
20,533
|
|
|
5,288
|
|
|
3,479
|
|
|
414
|
|
|
29,714
|
|
|||||
Members’ equity
|
123,757
|
|
|
326,592
|
|
|
1,910
|
|
|
172,031
|
|
|
624,290
|
|
|||||
Non-controlling interest
|
|
|
|
|
|
|
|
258,016
|
|
|
258,016
|
|
|||||||
Total liabilities and equity
|
$
|
215,734
|
|
|
$
|
366,684
|
|
|
$
|
202,561
|
|
|
$
|
741,316
|
|
|
$
|
1,526,295
|
|
Company’s net investment in unconsolidated entities (2)
|
$
|
8,538
|
|
|
$
|
151,883
|
|
|
$
|
4,167
|
|
|
$
|
35,704
|
|
|
$
|
200,292
|
|
|
October 31, 2011
|
||||||||||||||||||
|
Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Trust
and Trust II
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
14,190
|
|
|
$
|
10,663
|
|
|
$
|
11,726
|
|
|
$
|
48,780
|
|
|
$
|
85,359
|
|
Inventory
|
218,339
|
|
|
170,239
|
|
|
5,501
|
|
|
|
|
|
394,079
|
|
|||||
Non-performing loan portfolio
|
|
|
|
|
|
|
|
295,044
|
|
|
295,044
|
|
|||||||
Rental properties
|
|
|
|
|
178,339
|
|
|
|
|
|
178,339
|
|
|||||||
Real estate owned
|
|
|
|
|
1,087
|
|
|
230,872
|
|
|
231,959
|
|
|||||||
Other assets (1)
|
150,316
|
|
|
20,080
|
|
|
9,675
|
|
|
159,143
|
|
|
339,214
|
|
|||||
Total assets
|
$
|
382,845
|
|
|
$
|
200,982
|
|
|
$
|
206,328
|
|
|
$
|
733,839
|
|
|
$
|
1,523,994
|
|
Debt (1)
|
$
|
327,856
|
|
|
$
|
50,515
|
|
|
$
|
198,927
|
|
|
$
|
310,847
|
|
|
$
|
888,145
|
|
Other liabilities
|
5,352
|
|
|
9,745
|
|
|
3,427
|
|
|
382
|
|
|
18,906
|
|
|||||
Members’ equity
|
49,637
|
|
|
140,722
|
|
|
3,974
|
|
|
172,944
|
|
|
367,277
|
|
|||||
Non-controlling interest
|
|
|
|
|
|
|
|
249,666
|
|
|
249,666
|
|
|||||||
Total liabilities and equity
|
$
|
382,845
|
|
|
$
|
200,982
|
|
|
$
|
206,328
|
|
|
$
|
733,839
|
|
|
$
|
1,523,994
|
|
Company’s net investment in unconsolidated entities (2)
|
$
|
17,098
|
|
|
$
|
72,734
|
|
|
$
|
1,872
|
|
|
$
|
34,651
|
|
|
$
|
126,355
|
|
(1)
|
Included in other assets at
April 30, 2012
and
October 31, 2011
of the Structured Asset Joint Venture is
$165.9 million
and
$152.6 million
, respectively, of restricted cash held in a defeasance account which will be used to repay debt of the Structured Asset Joint Venture.
|
(2)
|
Differences between the Company’s net investment in unconsolidated entities and its underlying equity in the net assets of the entities is primarily a result of impairments related to the Company’s investments in unconsolidated entities, a loan made to one of the entities by the Company, and distributions from entities in excess of the carrying amount of the Company’s net investment.
|
|
For the six months ended April 30, 2012
|
||||||||||||||||||
|
Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Trust
and Trust II
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
$
|
33,584
|
|
|
$
|
47,466
|
|
|
$
|
18,698
|
|
|
$
|
12,362
|
|
|
$
|
112,110
|
|
Cost of revenues
|
31,771
|
|
|
34,754
|
|
|
6,736
|
|
|
17,227
|
|
|
90,488
|
|
|||||
Other expenses
|
430
|
|
|
2,110
|
|
|
11,427
|
|
|
4,898
|
|
|
18,865
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
|
|
(22,826
|
)
|
|
(22,826
|
)
|
|||||
Total expenses—net
|
32,201
|
|
|
36,864
|
|
|
18,163
|
|
|
(701
|
)
|
|
86,527
|
|
|||||
Income from operations
|
1,383
|
|
|
10,602
|
|
|
535
|
|
|
13,063
|
|
|
25,583
|
|
|||||
Other income
|
2,653
|
|
|
79
|
|
|
|
|
|
275
|
|
|
3,007
|
|
|||||
Net income before noncontrolling interest
|
4,036
|
|
|
10,681
|
|
|
535
|
|
|
13,338
|
|
|
28,590
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
(8,004
|
)
|
|
(8,004
|
)
|
||||||
Net income
|
$
|
4,036
|
|
|
10,681
|
|
|
$
|
535
|
|
|
$
|
5,334
|
|
|
$
|
20,586
|
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
3,532
|
|
|
$
|
8,010
|
|
|
$
|
1,081
|
|
|
$
|
1,053
|
|
|
$
|
13,676
|
|
|
For the three months ended April 30, 2012
|
||||||||||||||||||
|
Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Trust
and Trust II
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
|
|
|
$
|
24,036
|
|
|
$
|
9,222
|
|
|
$
|
7,654
|
|
|
$
|
40,912
|
|
|
Cost of revenues
|
|
|
|
16,961
|
|
|
3,393
|
|
|
5,701
|
|
|
26,055
|
|
|||||
Other expenses
|
$
|
205
|
|
|
1,165
|
|
|
4,642
|
|
|
2,013
|
|
|
8,025
|
|
||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
(7,517
|
)
|
|
(7,517
|
)
|
||||||||
Total expenses—net
|
205
|
|
|
18,126
|
|
|
8,035
|
|
|
197
|
|
|
26,563
|
|
|||||
Income (loss) from operations
|
(205
|
)
|
|
5,910
|
|
|
1,187
|
|
|
7,457
|
|
|
14,349
|
|
|||||
Other income
|
1
|
|
|
74
|
|
|
|
|
|
138
|
|
|
213
|
|
|||||
Net income (loss) before noncontrolling interest
|
(204
|
)
|
|
5,984
|
|
|
1,187
|
|
|
7,595
|
|
|
14,562
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
(4,557
|
)
|
|
(4,557
|
)
|
||||||||
Net income (loss)
|
$
|
(204
|
)
|
|
$
|
5,984
|
|
|
$
|
1,187
|
|
|
3,038
|
|
|
$
|
10,005
|
|
|
Company’s equity in (losses) earnings of unconsolidated entities (3)
|
$
|
1,536
|
|
|
$
|
3,490
|
|
|
$
|
458
|
|
|
$
|
1,505
|
|
|
$
|
6,989
|
|
|
For the six months ended April 30, 2011
|
||||||||||||||||||
|
Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Trust
and Trust II
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
$
|
1,118
|
|
|
$
|
140,346
|
|
|
$
|
19,866
|
|
|
$
|
25,152
|
|
|
$
|
186,482
|
|
Cost of revenues
|
1,159
|
|
|
111,492
|
|
|
7,983
|
|
|
16,658
|
|
|
137,292
|
|
|||||
Other expenses
|
556
|
|
|
5,441
|
|
|
10,550
|
|
|
6,250
|
|
|
22,797
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
(10,886
|
)
|
|
(10,886
|
)
|
||||||||
Total expenses—net
|
1,715
|
|
|
116,933
|
|
|
18,533
|
|
|
12,022
|
|
|
149,203
|
|
|||||
Income (loss) from operations
|
(597
|
)
|
|
23,413
|
|
|
1,333
|
|
|
13,130
|
|
|
37,279
|
|
|||||
Other income
|
5,791
|
|
|
154
|
|
|
|
|
|
158
|
|
|
6,103
|
|
|||||
Net income before noncontrolling interest
|
5,194
|
|
|
23,567
|
|
|
1,333
|
|
|
13,288
|
|
|
43,382
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
(7,975
|
)
|
|
(7,975
|
)
|
||||||||
Net income
|
$
|
5,194
|
|
|
$
|
23,567
|
|
|
$
|
1,333
|
|
|
5,313
|
|
|
$
|
35,407
|
|
|
Company’s equity in (losses) earnings of unconsolidated entities (3)
|
$
|
(29,649
|
)
|
|
$
|
3,432
|
|
|
$
|
2,667
|
|
|
$
|
1,205
|
|
|
$
|
(22,345
|
)
|
|
For the three months ended April 30, 2011
|
||||||||||||||||||
|
Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Trust
and Trust II
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
$
|
33
|
|
|
$
|
52,331
|
|
|
$
|
10,715
|
|
|
$
|
13,150
|
|
|
$
|
76,229
|
|
Cost of revenues
|
|
|
|
42,323
|
|
|
4,494
|
|
|
7,100
|
|
|
53,917
|
|
|||||
Other expenses
|
399
|
|
|
2,431
|
|
|
4,548
|
|
|
2,979
|
|
|
10,357
|
|
|||||
Loss on disposition of loans and REO
|
|
|
|
|
|
|
488
|
|
|
488
|
|
||||||||
Total expenses—net
|
399
|
|
|
44,754
|
|
|
9,042
|
|
|
10,567
|
|
|
64,762
|
|
|||||
Income (loss) from operations
|
(366
|
)
|
|
7,577
|
|
|
1,673
|
|
|
2,583
|
|
|
11,467
|
|
|||||
Other income
|
3,412
|
|
|
118
|
|
|
|
|
|
69
|
|
|
3,599
|
|
|||||
Net income before noncontrolling interest
|
3,046
|
|
|
7,695
|
|
|
1,673
|
|
|
2,652
|
|
|
15,066
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
(1,591
|
)
|
|
(1,591
|
)
|
||||||||
Net income
|
$
|
3,046
|
|
|
$
|
7,695
|
|
|
$
|
1,673
|
|
|
1,061
|
|
|
$
|
13,475
|
|
|
Company’s equity in (losses) earnings of unconsolidated entities (3)
|
$
|
(9,649
|
)
|
|
$
|
(4,502
|
)
|
|
$
|
2,203
|
|
|
$
|
605
|
|
|
$
|
(11,343
|
)
|
(3)
|
Differences between the Company’s equity in earnings (losses) of unconsolidated entities and the underlying net income (loss) of the entities is primarily a result of impairments related to the Company’s investment in unconsolidated entities, distributions from entities in excess of the carrying amount of the Company’s net investment, and the Company’s share of the entities’ profits related to home sites purchased by the Company which reduces the Company’s cost basis of the home sites.
|
|
April 30, 2012
|
|
October 31, 2011
|
||||
Unpaid principal balance
|
$
|
186,031
|
|
|
$
|
171,559
|
|
Discount on acquired loans
|
(108,269
|
)
|
|
(108,325
|
)
|
||
Carrying value
|
$
|
77,762
|
|
|
$
|
63,234
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Balance, beginning of period
|
$
|
42,326
|
|
|
|
|
|
$
|
57,844
|
|
|
|
|
||
Additions
|
20,514
|
|
|
$
|
33,212
|
|
|
|
|
|
$
|
33,212
|
|
||
Accretion
|
(6,559
|
)
|
|
(500
|
)
|
|
(3,331
|
)
|
|
(500
|
)
|
||||
Reductions from foreclosures and other dispositions
|
(9,949
|
)
|
|
|
|
|
(8,300
|
)
|
|
|
|
||||
Transfer from nonaccretable yield to accretable yield
|
2,826
|
|
|
|
|
|
3,010
|
|
|
|
|
||||
Other
|
98
|
|
|
|
|
|
33
|
|
|
|
|
||||
Balance, end of period
|
$
|
49,256
|
|
|
$
|
32,712
|
|
|
$
|
49,256
|
|
|
$
|
32,712
|
|
|
Six months ended April 30, 2012
|
|
Three months ended April 30, 2012
|
||||
Balance, beginning of period
|
$
|
5,939
|
|
|
$
|
6,488
|
|
Additions
|
12,802
|
|
|
11,638
|
|
||
Sales
|
(615
|
)
|
|
|
|||
Depreciation
|
(18
|
)
|
|
(18
|
)
|
||
Balance, end of period
|
$
|
18,108
|
|
|
$
|
18,108
|
|
|
April 30,
2012 |
|
October 31,
2011 |
||||
Land, land development and construction
|
$
|
103,501
|
|
|
$
|
109,574
|
|
Compensation and employee benefit
|
97,596
|
|
|
96,037
|
|
||
Insurance and litigation
|
120,309
|
|
|
130,714
|
|
||
Commitments to unconsolidated entities
|
2,077
|
|
|
60,205
|
|
||
Warranty
|
42,997
|
|
|
42,474
|
|
||
Interest
|
28,976
|
|
|
25,968
|
|
||
Other
|
61,818
|
|
|
56,079
|
|
||
|
$
|
457,274
|
|
|
$
|
521,051
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Balance, beginning of period
|
$
|
42,474
|
|
|
$
|
45,835
|
|
|
$
|
43,109
|
|
|
$
|
45,928
|
|
Additions – homes closed during the period
|
3,944
|
|
|
3,899
|
|
|
2,073
|
|
|
1,970
|
|
||||
Addition – liabilities acquired
|
731
|
|
|
|
|
|
|
|
|
|
|||||
Increase (decrease) in accruals for homes closed in prior periods
|
1,765
|
|
|
647
|
|
|
(18
|
)
|
|
713
|
|
||||
Charges incurred
|
(5,917
|
)
|
|
(4,060
|
)
|
|
(2,167
|
)
|
|
(2,290
|
)
|
||||
Balance, end of period
|
$
|
42,997
|
|
|
$
|
46,321
|
|
|
$
|
42,997
|
|
|
$
|
46,321
|
|
|
Six months ended April 30,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
$
|
|
%*
|
|
$
|
|
%*
|
||||
Federal tax provision (benefit) at statutory rate
|
3,234
|
|
|
35.0
|
|
|
(16,986
|
)
|
|
(35.0
|
)
|
State taxes (benefit), net of federal benefit
|
391
|
|
|
4.2
|
|
|
(1,577
|
)
|
|
(3.3
|
)
|
Reversal of state tax provisions – finalization of audits
|
|
|
|
|
(2,340
|
)
|
|
(4.8
|
)
|
||
Increase in unrecognized tax benefits
|
277
|
|
|
3.0
|
|
|
|
|
|
||
Reversal of accrual for uncertain tax positions
|
(5,279
|
)
|
|
(57.1
|
)
|
|
(17,954
|
)
|
|
(37.0
|
)
|
Increase in deferred tax assets – net
|
(2,100
|
)
|
|
(22.7
|
)
|
|
|
|
|
||
Valuation allowance – recognized
|
|
|
|
|
|
|
19,577
|
|
|
40.3
|
|
Valuation allowance – reversed
|
(3,318
|
)
|
|
(35.9
|
)
|
|
(13,062
|
)
|
|
(26.9
|
)
|
Accrued interest on anticipated tax assessments
|
1,950
|
|
|
21.1
|
|
|
1,625
|
|
|
3.4
|
|
Other
|
|
|
|
|
(458
|
)
|
|
(0.9
|
)
|
||
Tax benefit
|
(4,845
|
)
|
|
(52.4
|
)
|
|
(31,175
|
)
|
|
(64.2
|
)
|
|
Three months ended April 30,
|
||||||||||
|
2012
|
|
2011
|
||||||||
|
$
|
|
%*
|
|
$
|
|
%*
|
||||
Federal tax provision (benefit) at statutory rate
|
5,477
|
|
|
35.0
|
|
|
(11,019
|
)
|
|
(35.0
|
)
|
State taxes, net of federal benefit
|
662
|
|
|
4.2
|
|
|
(1,023
|
)
|
|
(3.3
|
)
|
Reversal of state tax provisions – finalization of audits
|
|
|
|
|
|
|
|
|
|
||
Decrease in unrecognized tax benefits
|
(1,223
|
)
|
|
(7.8
|
)
|
|
|
|
|
||
Reversal of accrual for uncertain tax positions
|
|
|
|
|
|
|
|
|
|
|
|
Increase in deferred tax assets – net
|
(1,575
|
)
|
|
(10.0
|
)
|
|
|
|
|
||
Valuation allowance – recognized
|
|
|
|
|
|
|
12,549
|
|
|
39.9
|
|
Valuation allowance – reversed
|
(4,564
|
)
|
|
(29.2
|
)
|
|
(11,802
|
)
|
|
(37.5
|
)
|
Accrued interest on anticipated tax assessments
|
|
|
|
|
|
|
813
|
|
|
2.6
|
|
Other
|
|
|
|
|
(229
|
)
|
|
(0.7
|
)
|
||
Tax benefit
|
(1,223
|
)
|
|
(7.8
|
)
|
|
(10,711
|
)
|
|
(34.0
|
)
|
Recognized in statements of operations:
|
|
||
Six-month period ended April 30, 2012
|
$
|
3,000
|
|
Six-month period ended April 30, 2011
|
$
|
2,500
|
|
Three-month period ended April 30, 2012
|
$
|
—
|
|
Three-month period ended April 30, 2011
|
$
|
1,250
|
|
Accrued at:
|
|
||
April 30, 2012
|
$
|
29,500
|
|
October 31, 2011
|
$
|
29,200
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Balance, beginning of period
|
$
|
104,669
|
|
|
$
|
160,446
|
|
|
$
|
101,047
|
|
|
$
|
140,142
|
|
Increase in benefit as a result of tax positions taken in prior years
|
3,000
|
|
|
2,500
|
|
|
|
|
|
1,250
|
|
||||
Increase in benefit as a result of tax positions taken in current year
|
|
|
|
|
|
|
|
|
|
|
|
||||
Decrease in benefit as a result of resolution of uncertain tax positions
|
(3,723
|
)
|
|
(17,954
|
)
|
|
(1,223
|
)
|
|
|
|
||||
Decrease in benefit as a result of completion of tax audits
|
(4,122
|
)
|
|
(3,600
|
)
|
|
|
|
|
|
|
||||
Balance, end of period
|
$
|
99,824
|
|
|
$
|
141,392
|
|
|
$
|
99,824
|
|
|
$
|
141,392
|
|
|
2012
|
|
2011
|
||||
Six months ended April 30,
|
$
|
8,831
|
|
|
$
|
7,717
|
|
Three months ended April 30,
|
$
|
3,205
|
|
|
$
|
2,345
|
|
|
2012
|
|
2011
|
Expected volatility
|
44.20% – 50.24%
|
|
45.38% – 49.46%
|
Weighted-average volatility
|
46.99%
|
|
47.73%
|
Risk-free interest rate
|
0.78% – 1.77%
|
|
1.64% – 3.09%
|
Expected life (years)
|
4.59 – 9.06
|
|
4.29 – 8.75
|
Dividends
|
none
|
|
none
|
Weighted-average grant date fair value per share of options granted
|
$8.70
|
|
$7.94
|
|
2012
|
|
2011
|
||||
Six Months Ended April 30,
|
$
|
4,745
|
|
|
$
|
5,905
|
|
Three Months Ended April 30,
|
$
|
1,225
|
|
|
$
|
1,317
|
|
|
2012
|
||
Estimated number of shares underlying RSUs to be issued
|
360,000
|
|
|
Closing price of the Company’s common stock on date of issuance
|
$
|
20.50
|
|
Estimated aggregate fair value of Performance-Based RSUs issued (in thousands)
|
$
|
7,371
|
|
Performance-Based RSU expense recognized in the six months ended April 30, 2012 (in thousands):
|
$
|
1,920
|
|
Performance-Based RSU expense recognized in the three months ended April 30, 2012 (in thousands):
|
$
|
984
|
|
Unamortized value of Performance-Based RSUs at April 30, 2012 (in thousands):
|
$
|
5,452
|
|
|
2012
|
|
2011
|
||||
Six months ended April 30,
|
$
|
1,528
|
|
|
$
|
1,735
|
|
Three months ended April 30,
|
$
|
679
|
|
|
$
|
983
|
|
|
April 30,
2012 |
|
October 31,
2011 |
||||
Aggregate outstanding Stock Price-Based RSUs
|
706,000
|
|
|
706,000
|
|
||
Cumulative unamortized value of Stock Price-Based RSUs (in thousands)
|
$
|
3,401
|
|
|
$
|
4,929
|
|
|
2012
|
|
2011
|
||||
Number of RSUs issued
|
107,820
|
|
|
15,497
|
|
||
Closing price of the Company’s common stock on date of issuance
|
$
|
20.50
|
|
|
$
|
19.32
|
|
Aggregate fair value of RSUs issued (in thousands)
|
$
|
2,210
|
|
|
$
|
299
|
|
|
2012
|
|
2011
|
||||
Six months ended April 30,
|
$
|
625
|
|
|
$
|
66
|
|
Three months ended April 30,
|
$
|
311
|
|
|
$
|
39
|
|
|
April 30,
2012 |
|
October 31,
2011 |
||||
Aggregate outstanding RSUs
|
138,814
|
|
|
30,994
|
|
||
Cumulative unamortized value of RSUs (in thousands)
|
$
|
2,275
|
|
|
$
|
379
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Service cost
|
$
|
194
|
|
|
$
|
153
|
|
|
$
|
97
|
|
|
$
|
76
|
|
Interest cost
|
606
|
|
|
645
|
|
|
303
|
|
|
323
|
|
||||
Amortization of prior service obligation
|
369
|
|
|
347
|
|
|
184
|
|
|
173
|
|
||||
Amortization of unrecognized losses
|
33
|
|
|
|
|
17
|
|
|
|
||||||
Total costs
|
$
|
1,202
|
|
|
$
|
1,145
|
|
|
$
|
601
|
|
|
$
|
572
|
|
Benefits paid
|
$
|
225
|
|
|
$
|
62
|
|
|
$
|
110
|
|
|
$
|
29
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Net income (loss) as reported
|
$
|
14,086
|
|
|
$
|
(17,356
|
)
|
|
$
|
16,872
|
|
|
$
|
(20,773
|
)
|
Changes in pension liability
|
92
|
|
|
347
|
|
|
201
|
|
|
173
|
|
||||
Change in fair value of available-for-sale securities
|
156
|
|
|
(5
|
)
|
|
(87
|
)
|
|
59
|
|
||||
Unrealized (loss) gain on derivative held by equity investee
|
(728
|
)
|
|
|
|
67
|
|
|
|
|
|||||
Total comprehensive income (loss)
|
$
|
13,606
|
|
|
$
|
(17,014
|
)
|
|
$
|
17,053
|
|
|
$
|
(20,541
|
)
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Number of shares purchased
|
13,000
|
|
|
19,000
|
|
|
10,000
|
|
|
11,000
|
|
||||
Average price per share
|
$
|
22.51
|
|
|
$
|
20.13
|
|
|
$
|
23.13
|
|
|
$
|
20.83
|
|
Remaining authorization at April 30 (in thousands):
|
8,773
|
|
|
11,811
|
|
|
8,773
|
|
|
11,811
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Basic weighted-average shares
|
166,652
|
|
|
166,794
|
|
|
166,994
|
|
|
166,910
|
|
Common stock equivalents (a)
|
1,169
|
|
|
|
|
|
1,541
|
|
|
|
|
Diluted weighted-average shares
|
167,821
|
|
|
166,794
|
|
|
168,535
|
|
|
166,910
|
|
Common stock equivalents excluded from diluted weighted-average shares due to anti-dilutive effect (a)
|
|
|
|
1,537
|
|
|
|
|
|
1,630
|
|
Weighted average number of anti-dilutive options (b)
|
5,355
|
|
|
7,446
|
|
|
3,983
|
|
|
6,509
|
|
Shares issued under stock incentive and employee stock purchase plans
|
1,603
|
|
|
513
|
|
|
661
|
|
|
100
|
|
(a)
|
Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options and Stock Price -Based RSUs whose Target Price criteria has been met. For the six-month and three-month periods ended April 30, 2011, there were no incremental shares attributed to outstanding options to purchase common stock because the Company had a net loss in the periods and any incremental shares would be anti-dilutive.
|
(b)
|
Based upon the average closing price of the Company’s common stock on the NYSE for the period.
|
|
|
|
Fair value
|
||||||
Financial Instrument
|
Fair value
hierarchy
|
|
April 30, 2012
|
|
October 31, 2011
|
||||
Corporate Securities
|
Level 1
|
|
$
|
130,420
|
|
|
$
|
233,572
|
|
Certificates of Deposit
|
Level 1
|
|
$
|
58,000
|
|
|
|
||
Short-Term Tax-Exempt Bond Fund
|
Level 1
|
|
$
|
30,014
|
|
|
|
||
Residential Mortgage Loans Held for Sale
|
Level 2
|
|
$
|
50,527
|
|
|
$
|
63,175
|
|
Forward Loan Commitments—Residential Mortgage Loans Held for Sale
|
Level 2
|
|
$
|
(185
|
)
|
|
$
|
218
|
|
Interest Rate Lock Commitments (“IRLCs”)
|
Level 2
|
|
$
|
246
|
|
|
$
|
(147
|
)
|
Forward Loan Commitments—IRLCs
|
Level 2
|
|
$
|
(246
|
)
|
|
$
|
147
|
|
|
Aggregate unpaid
principal balance
|
|
Fair value
|
|
Excess
|
||||||
At April 30, 2012
|
$
|
49,918
|
|
|
$
|
50,527
|
|
|
$
|
609
|
|
At October 31, 2011
|
$
|
62,765
|
|
|
$
|
63,175
|
|
|
$
|
410
|
|
|
April 30, 2012
|
|
October 31, 2011
|
||||
Amortized cost
|
$
|
218,558
|
|
|
$
|
233,852
|
|
Gross unrealized holding gains
|
14
|
|
|
28
|
|
||
Gross unrealized holding losses
|
(138
|
)
|
|
(308
|
)
|
||
Fair value
|
$
|
218,434
|
|
|
$
|
233,572
|
|
|
Selling price (in thousands)
|
|
Sales pace per year
(in units)
|
|
Discount rate
|
Three months ended April 30, 2012
|
$413 - $472
|
|
6 - 17
|
|
17.5%
|
Three months ended January 31, 2012
|
$344 - $2,287
|
|
1 - 25
|
|
13.0% - 18.8%
|
|
Fair value of
inventory, net
of impairment
|
|
Impairment
charges
recognized
|
||||
Three months ended:
|
|
|
|
||||
Fiscal 2012
|
|
|
|
||||
January 31
|
$
|
49,758
|
|
|
$
|
6,425
|
|
April 30
|
$
|
22,962
|
|
|
2,560
|
|
|
|
|
|
|
$
|
8,985
|
|
|
|
|
|
|
||||
Fiscal 2011
|
|
|
|
||||
January 31
|
$
|
56,105
|
|
|
$
|
5,475
|
|
April 30
|
$
|
40,765
|
|
|
10,725
|
|
|
|
|
|
$
|
16,200
|
|
|
April 30, 2012
|
|
October 31, 2011
|
||||
Carrying amount
|
$
|
77,762
|
|
|
$
|
63,234
|
|
Estimated fair value
|
$
|
78,371
|
|
|
$
|
64,539
|
|
|
|
|
April 30, 2012
|
|
October 31, 2011
|
||||||||||||
|
Fair value
hierarchy |
|
Book value
|
|
Estimated
fair value
|
|
Book value
|
|
Estimated
fair value
|
||||||||
Loans payable (a)
|
Level 2
|
|
$
|
103,880
|
|
|
$
|
99,460
|
|
|
$
|
106,556
|
|
|
$
|
98,950
|
|
Senior notes (b)
|
Level 1
|
|
1,801,688
|
|
|
1,956,747
|
|
|
1,499,371
|
|
|
1,614,010
|
|
||||
Mortgage company warehouse loan (c)
|
Level 2
|
|
45,397
|
|
|
45,397
|
|
|
57,409
|
|
|
57,409
|
|
||||
|
|
|
$
|
1,950,965
|
|
|
$
|
2,101,604
|
|
|
$
|
1,663,336
|
|
|
$
|
1,770,369
|
|
(a)
|
The estimated fair value of loans payable was based upon their indicated market prices or the interest rates that the Company believed were available to it for loans with similar terms and remaining maturities as of the applicable valuation date.
|
(b)
|
The estimated fair value of the Company’s senior notes is based upon their indicated market prices.
|
(c)
|
The Company believes that the carrying value of its mortgage company loan borrowings approximates their fair value.
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Revenue
|
$
|
39,599
|
|
|
$
|
27,542
|
|
|
$
|
22,288
|
|
|
$
|
13,770
|
|
Expense
|
$
|
31,006
|
|
|
$
|
27,503
|
|
|
$
|
16,917
|
|
|
$
|
14,288
|
|
|
April 30, 2012
|
|
October 31, 2011
|
||||
Aggregate purchase commitments:
|
|
|
|
||||
Unrelated parties
|
$
|
516,807
|
|
|
$
|
551,905
|
|
Unconsolidated entities that the Company has investments in
|
7,862
|
|
|
12,471
|
|
||
Total
|
$
|
524,669
|
|
|
$
|
564,376
|
|
Deposits against aggregate purchase commitments
|
$
|
29,651
|
|
|
$
|
37,987
|
|
Additional cash required to acquire land
|
495,018
|
|
|
526,389
|
|
||
Total
|
$
|
524,669
|
|
|
$
|
564,376
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
186,733
|
|
|
$
|
167,120
|
|
|
$
|
111,153
|
|
|
$
|
84,623
|
|
Mid-Atlantic
|
204,405
|
|
|
203,392
|
|
|
103,606
|
|
|
99,578
|
|
||||
South
|
158,834
|
|
|
128,359
|
|
|
82,368
|
|
|
66,454
|
|
||||
West
|
145,664
|
|
|
154,920
|
|
|
76,554
|
|
|
69,020
|
|
||||
Total
|
$
|
695,636
|
|
|
$
|
653,791
|
|
|
$
|
373,681
|
|
|
$
|
319,675
|
|
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
17,731
|
|
|
$
|
14,467
|
|
|
$
|
16,684
|
|
|
$
|
7,398
|
|
Mid-Atlantic
|
18,804
|
|
|
15,099
|
|
|
7,729
|
|
|
6,414
|
|
||||
South
|
4,046
|
|
|
(13,615
|
)
|
|
6,271
|
|
|
(12,271
|
)
|
||||
West
|
9,043
|
|
|
(27,140
|
)
|
|
3,574
|
|
|
(11,897
|
)
|
||||
Corporate and other
|
(40,383
|
)
|
|
(37,342
|
)
|
|
(18,609
|
)
|
|
(21,128
|
)
|
||||
Total
|
$
|
9,241
|
|
|
$
|
(48,531
|
)
|
|
$
|
15,649
|
|
|
$
|
(31,484
|
)
|
|
April 30,
2012 |
|
October 31,
2011 |
||||
North
|
$
|
1,232,656
|
|
|
$
|
1,060,215
|
|
Mid-Atlantic
|
1,258,758
|
|
|
1,160,926
|
|
||
South
|
776,620
|
|
|
760,097
|
|
||
West
|
803,832
|
|
|
650,844
|
|
||
Corporate and other
|
1,293,219
|
|
|
1,423,164
|
|
||
Total
|
$
|
5,365,085
|
|
|
$
|
5,055,246
|
|
|
Net Carrying Value
|
|
|
|
|
||||||||||||||||||
|
At April 30,
|
|
At October 31,
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Inventory:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land controlled for future communities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
$
|
8,445
|
|
|
$
|
19,390
|
|
|
$
|
(996
|
)
|
|
$
|
399
|
|
|
$
|
(1,020
|
)
|
|
$
|
241
|
|
Mid-Atlantic
|
24,361
|
|
|
21,592
|
|
|
680
|
|
|
85
|
|
|
482
|
|
|
19
|
|
||||||
South
|
1,546
|
|
|
3,812
|
|
|
569
|
|
|
312
|
|
|
13
|
|
|
6
|
|
||||||
West
|
7,090
|
|
|
1,787
|
|
|
(28
|
)
|
|
1,052
|
|
|
(27
|
)
|
|
1,931
|
|
||||||
|
41,442
|
|
|
46,581
|
|
|
225
|
|
|
1,848
|
|
|
(552
|
)
|
|
2,197
|
|
||||||
Land owned for future communities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
281,551
|
|
|
231,085
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mid-Atlantic
|
429,116
|
|
|
455,818
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
South
|
130,809
|
|
|
125,461
|
|
|
918
|
|
|
|
|
|
|
|
|
|
|||||||
West
|
204,764
|
|
|
166,781
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
1,046,240
|
|
|
979,145
|
|
|
918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Operating communities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
784,121
|
|
|
738,473
|
|
|
2,725
|
|
|
2,725
|
|
|
460
|
|
|
1,450
|
|
||||||
Mid-Atlantic
|
753,780
|
|
|
659,081
|
|
|
2,100
|
|
|
3,700
|
|
|
2,100
|
|
|
3,700
|
|
||||||
South
|
585,456
|
|
|
539,582
|
|
|
4,160
|
|
|
3,800
|
|
|
|
|
|
3,800
|
|
||||||
West
|
556,838
|
|
|
453,861
|
|
|
|
|
|
5,975
|
|
|
|
|
1,775
|
|
|||||||
|
2,680,195
|
|
|
2,390,997
|
|
|
8,985
|
|
|
16,200
|
|
|
2,560
|
|
|
10,725
|
|
||||||
Total
|
$
|
3,767,877
|
|
|
$
|
3,416,723
|
|
|
$
|
10,128
|
|
|
$
|
18,048
|
|
|
$
|
2,008
|
|
|
$
|
12,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investments in and advances to unconsolidated entities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
$
|
121,490
|
|
|
$
|
40,734
|
|
|
|
|
|
|
|
|
|
|
|
||||||
South
|
30,393
|
|
|
32,000
|
|
|
|
|
|
$
|
10,000
|
|
|
|
|
$
|
10,000
|
|
|||||
West
|
8,538
|
|
|
17,098
|
|
|
$
|
(1,621
|
)
|
|
29,600
|
|
|
$
|
(1,621
|
)
|
|
9,600
|
|
||||
Corporate
|
39,871
|
|
|
36,523
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
200,292
|
|
|
$
|
126,355
|
|
|
$
|
(1,621
|
)
|
|
$
|
39,600
|
|
|
$
|
(1,621
|
)
|
|
$
|
19,600
|
|
|
2012
|
|
2011
|
||||
Cash flow information:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
1,771
|
|
|
$
|
8,150
|
|
Income tax payment
|
$
|
2,234
|
|
|
|
|
|
Income tax refunds
|
|
|
$
|
154,524
|
|
||
Non-cash activity:
|
|
|
|
||||
Cost of inventory acquired through seller financing or municipal bonds, net
|
$
|
15,424
|
|
|
$
|
24,583
|
|
Increase in SERP benefits
|
$
|
310
|
|
|
|
|
|
Miscellaneous (decreases) increases to inventory
|
$
|
(75
|
)
|
|
$
|
2,025
|
|
Reclassification of inventory to property, construction and office equipment
|
|
|
$
|
20,005
|
|
||
Reduction of investments in unconsolidated entities due to increase/reduction in letters of credit or accrued liabilities
|
$
|
484
|
|
|
$
|
9,506
|
|
Transfer of inventory to investment in non-performing loan portfolios and foreclosed real estate
|
$
|
802
|
|
|
|
|
|
Transfer of inventory to investment in unconsolidated entities
|
$
|
5,793
|
|
|
|
|
|
Reclassification of deferred income from investment in unconsolidated entities to accrued liabilities
|
$
|
2,943
|
|
|
|
|
|
Unrealized loss on derivative held by equity investee
|
$
|
728
|
|
|
|
|
|
Miscellaneous decreases to investments in unconsolidated entities
|
$
|
(130
|
)
|
|
$
|
(1,433
|
)
|
Acquisition of a Business:
|
|
|
|
||||
Fair value of assets purchased
|
$
|
149,959
|
|
|
|
|
|
Liabilities assumed
|
$
|
5,213
|
|
|
|
|
|
Cash paid
|
$
|
144,746
|
|
|
|
|
|
Original Amount Issued
|
|
Amount outstanding at April 30, 2012
|
|||
6.875% Senior Notes due 2012
|
300,000
|
|
|
59,067
|
|
|
5.95% Senior Notes due 2013
|
250,000
|
|
|
104,785
|
|
|
4.95% Senior Notes due 2014
|
300,000
|
|
|
267,960
|
|
|
5.15% Senior Notes due 2015
|
300,000
|
|
|
300,000
|
|
|
8.91% Senior Notes due 2017
|
400,000
|
|
|
400,000
|
|
|
6.75% Senior Notes due 2019
|
250,000
|
|
|
250,000
|
|
|
5.875% Senior Notes due 2022
|
419,876
|
|
|
419,876
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
638,518
|
|
|
70,520
|
|
|
—
|
|
|
709,038
|
|
Marketable securities
|
|
|
|
|
158,420
|
|
|
60,014
|
|
|
|
|
218,434
|
|
|||
Restricted cash
|
28,234
|
|
|
|
|
17,951
|
|
|
1,213
|
|
|
|
|
47,398
|
|
||
Inventory
|
|
|
|
|
3,516,493
|
|
|
251,384
|
|
|
|
|
3,767,877
|
|
|||
Property, construction and office equipment, net
|
|
|
|
|
97,575
|
|
|
3,149
|
|
|
|
|
100,724
|
|
|||
Receivables, prepaid expenses and other assets
|
146
|
|
|
10,354
|
|
|
111,970
|
|
|
24,968
|
|
|
(3,581
|
)
|
|
143,857
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
50,527
|
|
|
|
|
50,527
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
29,273
|
|
|
1,795
|
|
|
|
|
31,068
|
|
|||
Investments in and advances to unconsolidated entities
|
|
|
|
|
80,384
|
|
|
119,908
|
|
|
|
|
200,292
|
|
|||
Investments in non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
95,870
|
|
|
|
|
95,870
|
|
|||
Investments in and advances to consolidated entities
|
2,698,419
|
|
|
1,809,042
|
|
|
(1,180,603
|
)
|
|
(287,821
|
)
|
|
(3,039,037
|
)
|
|
—
|
|
|
2,726,799
|
|
|
1,819,396
|
|
|
3,469,981
|
|
|
391,527
|
|
|
(3,042,618
|
)
|
|
5,365,085
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
72,875
|
|
|
31,005
|
|
|
|
|
103,880
|
|
|||
Senior notes
|
|
|
1,791,942
|
|
|
|
|
|
|
|
|
1,791,942
|
|
||||
Mortgage company warehouse loan
|
|
|
|
|
|
|
45,397
|
|
|
|
|
45,397
|
|
||||
Customer deposits
|
|
|
|
|
124,415
|
|
|
4,506
|
|
|
|
|
128,921
|
|
|||
Accounts payable
|
|
|
|
|
106,509
|
|
|
238
|
|
|
|
|
106,747
|
|
|||
Accrued expenses
|
63
|
|
|
27,454
|
|
|
310,077
|
|
|
123,305
|
|
|
(3,625
|
)
|
|
457,274
|
|
Income taxes payable
|
101,107
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
|
99,107
|
|
|||
Total liabilities
|
101,170
|
|
|
1,819,396
|
|
|
613,876
|
|
|
202,451
|
|
|
(3,625
|
)
|
|
2,733,268
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,687
|
|
|
|
|
3,054
|
|
|
2,003
|
|
|
(5,057
|
)
|
|
1,687
|
|
|
Additional paid-in capital
|
399,382
|
|
|
|
|
1,366
|
|
|
2,734
|
|
|
(4,100
|
)
|
|
399,382
|
|
|
Retained earnings
|
2,248,337
|
|
|
|
|
2,855,029
|
|
|
178,189
|
|
|
(3,033,218
|
)
|
|
2,248,337
|
|
|
Treasury stock, at cost
|
(20,395
|
)
|
|
|
|
|
|
|
|
|
|
(20,395
|
)
|
||||
Accumulated other comprehensive loss
|
(3,382
|
)
|
|
|
|
(3,344
|
)
|
|
(38
|
)
|
|
3,382
|
|
|
(3,382
|
)
|
|
Total stockholders’ equity
|
2,625,629
|
|
|
—
|
|
|
2,856,105
|
|
|
182,888
|
|
|
(3,038,993
|
)
|
|
2,625,629
|
|
Noncontrolling interest
|
|
|
|
|
|
|
6,188
|
|
|
|
|
6,188
|
|
||||
Total equity
|
2,625,629
|
|
|
—
|
|
|
2,856,105
|
|
|
189,076
|
|
|
(3,038,993
|
)
|
|
2,631,817
|
|
|
2,726,799
|
|
|
1,819,396
|
|
|
3,469,981
|
|
|
391,527
|
|
|
(3,042,618
|
)
|
|
5,365,085
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
|
|
|
775,300
|
|
|
131,040
|
|
|
|
|
906,340
|
|
|||
Marketable securities
|
|
|
|
|
233,572
|
|
|
|
|
|
|
233,572
|
|
||||
Restricted cash
|
|
|
|
|
19,084
|
|
|
676
|
|
|
|
|
19,760
|
|
|||
Inventory
|
|
|
|
|
2,911,211
|
|
|
505,512
|
|
|
|
|
3,416,723
|
|
|||
Property, construction and office equipment, net
|
|
|
|
|
77,001
|
|
|
22,711
|
|
|
|
|
99,712
|
|
|||
Receivables, prepaid expenses and other assets
|
|
|
|
6,768
|
|
|
74,980
|
|
|
26,067
|
|
|
(2,239
|
)
|
|
105,576
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
63,175
|
|
|
|
|
63,175
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
10,682
|
|
|
4,177
|
|
|
|
|
14,859
|
|
|||
Investments in and advances to unconsolidated entities
|
|
|
|
|
86,481
|
|
|
39,874
|
|
|
|
|
126,355
|
|
|||
Investments in non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
69,174
|
|
|
|
|
69,174
|
|
|||
Investments in and advances to consolidated entities
|
2,694,419
|
|
|
1,508,550
|
|
|
(727,258
|
)
|
|
(477,322
|
)
|
|
(2,998,389
|
)
|
|
—
|
|
|
2,694,419
|
|
|
1,515,318
|
|
|
3,461,053
|
|
|
385,084
|
|
|
(3,000,628
|
)
|
|
5,055,246
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
61,994
|
|
|
44,562
|
|
|
|
|
106,556
|
|
|||
Senior notes
|
|
|
1,490,972
|
|
|
|
|
|
|
|
|
1,490,972
|
|
||||
Mortgage company warehouse loan
|
|
|
|
|
|
|
57,409
|
|
|
|
|
57,409
|
|
||||
Customer deposits
|
|
|
|
|
71,388
|
|
|
12,436
|
|
|
|
|
83,824
|
|
|||
Accounts payable
|
|
|
|
|
96,645
|
|
|
172
|
|
|
|
|
96,817
|
|
|||
Accrued expenses
|
|
|
24,346
|
|
|
320,021
|
|
|
178,965
|
|
|
(2,281
|
)
|
|
521,051
|
|
|
Income taxes payable
|
108,066
|
|
|
|
|
|
|
(2,000
|
)
|
|
|
|
106,066
|
|
|||
Total liabilities
|
108,066
|
|
|
1,515,318
|
|
|
550,048
|
|
|
291,544
|
|
|
(2,281
|
)
|
|
2,462,695
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,687
|
|
|
|
|
3,054
|
|
|
2,003
|
|
|
(5,057
|
)
|
|
1,687
|
|
|
Additional paid-in capital
|
400,382
|
|
|
|
|
1,366
|
|
|
2,734
|
|
|
(4,100
|
)
|
|
400,382
|
|
|
Retained earnings
|
2,234,251
|
|
|
|
|
2,909,487
|
|
|
82,605
|
|
|
(2,992,092
|
)
|
|
2,234,251
|
|
|
Treasury stock, at cost
|
(47,065
|
)
|
|
|
|
|
|
|
|
|
|
(47,065
|
)
|
||||
Accumulated other comprehensive loss
|
(2,902
|
)
|
|
|
|
(2,902
|
)
|
|
|
|
2,902
|
|
|
(2,902
|
)
|
||
Total stockholders’ equity
|
2,586,353
|
|
|
—
|
|
|
2,911,005
|
|
|
87,342
|
|
|
(2,998,347
|
)
|
|
2,586,353
|
|
Noncontrolling interest
|
|
|
|
|
|
|
6,198
|
|
|
|
|
6,198
|
|
||||
Total equity
|
2,586,353
|
|
|
—
|
|
|
2,911,005
|
|
|
93,540
|
|
|
(2,998,347
|
)
|
|
2,592,551
|
|
|
2,694,419
|
|
|
1,515,318
|
|
|
3,461,053
|
|
|
385,084
|
|
|
(3,000,628
|
)
|
|
5,055,246
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
711,351
|
|
|
25,622
|
|
|
(41,337
|
)
|
|
695,636
|
|
||
Cost of revenues
|
|
|
|
|
581,320
|
|
|
1,285
|
|
|
(4,176
|
)
|
|
578,429
|
|
||
Selling, general and administrative
|
27
|
|
|
1,782
|
|
|
148,768
|
|
|
19,634
|
|
|
(32,318
|
)
|
|
137,893
|
|
Interest expense
|
|
|
56,109
|
|
|
|
|
|
|
|
(56,109
|
)
|
|
—
|
|
||
|
27
|
|
|
57,891
|
|
|
730,088
|
|
|
20,919
|
|
|
(92,603
|
)
|
|
716,322
|
|
Loss from operations
|
(27
|
)
|
|
(57,891
|
)
|
|
(18,737
|
)
|
|
4,703
|
|
|
51,266
|
|
|
(20,686
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income from unconsolidated entities
|
|
|
|
|
9,186
|
|
|
4,490
|
|
|
|
|
13,676
|
|
|||
Other income - net
|
20
|
|
|
57,891
|
|
|
18,799
|
|
|
2,026
|
|
|
(62,485
|
)
|
|
16,251
|
|
Loss from subsidiaries
|
9,248
|
|
|
|
|
|
|
|
|
(9,248
|
)
|
|
—
|
|
|||
Loss before income tax benefit
|
9,241
|
|
|
—
|
|
|
9,248
|
|
|
11,219
|
|
|
(20,467
|
)
|
|
9,241
|
|
Income tax benefit
|
(4,845
|
)
|
|
|
|
(4,849
|
)
|
|
(5,883
|
)
|
|
10,732
|
|
|
(4,845
|
)
|
|
Net income
|
14,086
|
|
|
—
|
|
|
14,097
|
|
|
17,102
|
|
|
(31,199
|
)
|
|
14,086
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
383,659
|
|
|
13,236
|
|
|
(23,214
|
)
|
|
373,681
|
|
||
Cost of revenues
|
|
|
|
|
308,436
|
|
|
611
|
|
|
(2,226
|
)
|
|
306,821
|
|
||
Selling, general and administrative
|
14
|
|
|
1,304
|
|
|
75,481
|
|
|
10,115
|
|
|
(18,658
|
)
|
|
68,256
|
|
Interest expense
|
|
|
30,823
|
|
|
|
|
|
|
(30,823
|
)
|
|
—
|
|
|||
|
14
|
|
|
32,127
|
|
|
383,917
|
|
|
10,726
|
|
|
(51,707
|
)
|
|
375,077
|
|
Loss from operations
|
(14
|
)
|
|
(32,127
|
)
|
|
(258
|
)
|
|
2,510
|
|
|
28,493
|
|
|
(1,396
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
3,957
|
|
|
3,032
|
|
|
|
|
6,989
|
|
|||
Other income - net
|
13
|
|
|
32,127
|
|
|
11,949
|
|
|
1,793
|
|
|
(35,826
|
)
|
|
10,056
|
|
Income from subsidiaries
|
15,650
|
|
|
|
|
|
|
|
|
(15,650
|
)
|
|
—
|
|
|||
Income before income tax benefit
|
15,649
|
|
|
—
|
|
|
15,648
|
|
|
7,335
|
|
|
(22,983
|
)
|
|
15,649
|
|
Income tax benefit
|
(1,223
|
)
|
|
|
|
(1,231
|
)
|
|
(8,078
|
)
|
|
9,309
|
|
|
(1,223
|
)
|
|
Net income
|
16,872
|
|
|
—
|
|
|
16,879
|
|
|
15,413
|
|
|
(32,292
|
)
|
|
16,872
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
637,407
|
|
|
47,422
|
|
|
(31,038
|
)
|
|
653,791
|
|
||
Cost of revenues
|
|
|
|
|
536,628
|
|
|
27,505
|
|
|
(5,814
|
)
|
|
558,319
|
|
||
Selling, general and administrative
|
53
|
|
|
670
|
|
|
132,972
|
|
|
18,693
|
|
|
(24,087
|
)
|
|
128,301
|
|
Interest expense
|
|
|
52,483
|
|
|
1,504
|
|
|
|
|
(52,483
|
)
|
|
1,504
|
|
||
|
53
|
|
|
53,153
|
|
|
671,104
|
|
|
46,198
|
|
|
(82,384
|
)
|
|
688,124
|
|
Loss from operations
|
(53
|
)
|
|
(53,153
|
)
|
|
(33,697
|
)
|
|
1,224
|
|
|
51,346
|
|
|
(34,333
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
3,705
|
|
|
(26,050
|
)
|
|
|
|
(22,345
|
)
|
|||
Other income - net
|
|
|
53,153
|
|
|
(18,486
|
)
|
|
(1,450
|
)
|
|
(25,070
|
)
|
|
8,147
|
|
|
Loss from subsidiaries
|
(48,478
|
)
|
|
|
|
|
|
|
|
48,478
|
|
|
—
|
|
|||
Loss before income tax benefit
|
(48,531
|
)
|
|
—
|
|
|
(48,478
|
)
|
|
(26,276
|
)
|
|
74,754
|
|
|
(48,531
|
)
|
Income tax benefit
|
(31,175
|
)
|
|
|
|
(31,784
|
)
|
|
(16,866
|
)
|
|
48,650
|
|
|
(31,175
|
)
|
|
Net (loss) income
|
(17,356
|
)
|
|
—
|
|
|
(16,694
|
)
|
|
(9,410
|
)
|
|
26,104
|
|
|
(17,356
|
)
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
312,352
|
|
|
22,272
|
|
|
(14,949
|
)
|
|
319,675
|
|
||
Cost of revenues
|
|
|
|
|
265,713
|
|
|
13,198
|
|
|
(2,557
|
)
|
|
276,354
|
|
||
Selling, general and administrative
|
25
|
|
|
329
|
|
|
68,960
|
|
|
10,189
|
|
|
(12,453
|
)
|
|
67,050
|
|
Interest expense
|
|
|
26,638
|
|
|
392
|
|
|
|
|
(26,638
|
)
|
|
392
|
|
||
|
25
|
|
|
26,967
|
|
|
335,065
|
|
|
23,387
|
|
|
(41,648
|
)
|
|
343,796
|
|
Loss from operations
|
(25
|
)
|
|
(26,967
|
)
|
|
(22,713
|
)
|
|
(1,115
|
)
|
|
26,699
|
|
|
(24,121
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
(2,816
|
)
|
|
(8,527
|
)
|
|
|
|
(11,343
|
)
|
|||
Other income - net
|
|
|
26,967
|
|
|
(5,930
|
)
|
|
88
|
|
|
(17,145
|
)
|
|
3,980
|
|
|
Income from subsidiaries
|
(31,459
|
)
|
|
|
|
|
|
|
|
31,459
|
|
|
—
|
|
|||
Income (loss) before income tax benefit
|
(31,484
|
)
|
|
—
|
|
|
(31,459
|
)
|
|
(9,554
|
)
|
|
41,013
|
|
|
(31,484
|
)
|
Income tax benefit
|
(10,711
|
)
|
|
|
|
(9,425
|
)
|
|
3,194
|
|
|
6,231
|
|
|
(10,711
|
)
|
|
Net income
|
(20,773
|
)
|
|
—
|
|
|
(22,034
|
)
|
|
(12,748
|
)
|
|
34,782
|
|
|
(20,773
|
)
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
14,086
|
|
|
—
|
|
|
14,097
|
|
|
17,102
|
|
|
(31,199
|
)
|
|
14,086
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8
|
|
|
1,739
|
|
|
8,883
|
|
|
68
|
|
|
|
|
10,698
|
|
|
Stock-based compensation
|
8,831
|
|
|
|
|
|
|
|
|
|
|
8,831
|
|
||||
Recovery of investments in unconsolidated entities
|
|
|
|
|
|
|
|
(1,621
|
)
|
|
|
|
(1,621
|
)
|
|||
Income from unconsolidated entities
|
|
|
|
|
(11,687
|
)
|
|
(368
|
)
|
|
|
|
(12,055
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
|
|
|
|
1,550
|
|
|
|
|
|
|
|
1,550
|
|
|||
Income from non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
(10,004
|
)
|
|
|
|
(10,004
|
)
|
|||
Deferred tax benefit
|
(3,318
|
)
|
|
|
|
|
|
|
|
|
|
(3,318
|
)
|
||||
Deferred tax valuation allowance
|
3,318
|
|
|
|
|
|
|
|
|
|
|
|
3,318
|
|
|||
Inventory impairments and write-offs
|
|
|
|
|
10,128
|
|
|
|
|
|
|
10,128
|
|
||||
Change in fair value of mortgage loans receivable and derivative instruments
|
|
|
|
|
|
|
284
|
|
|
|
|
284
|
|
||||
Gain on marketable securities
|
|
|
|
|
|
(39
|
)
|
|
|
|
|
|
(39
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Increase in inventory
|
|
|
|
|
(106,801
|
)
|
|
(95,665
|
)
|
|
|
|
(202,466
|
)
|
|||
Origination of mortgage loans
|
|
|
|
|
|
|
(253,866
|
)
|
|
|
|
(253,866
|
)
|
||||
Sale of mortgage loans
|
|
|
|
|
|
|
266,713
|
|
|
|
|
266,713
|
|
||||
Decrease (increase) in restricted cash
|
(28,234
|
)
|
|
|
|
1,133
|
|
|
(537
|
)
|
|
|
|
(27,638
|
)
|
||
Decrease (increase) in receivables, prepaid expenses and other assets
|
(4,727
|
)
|
|
(301,074
|
)
|
|
(4,979
|
)
|
|
247,131
|
|
|
32,099
|
|
|
(31,550
|
)
|
Increase in customer deposits
|
|
|
|
|
34,386
|
|
|
(5,548
|
)
|
|
|
|
28,838
|
|
|||
(Decrease) increase in accounts payable and accrued expenses
|
90
|
|
|
3,108
|
|
|
(8,109
|
)
|
|
(61,978
|
)
|
|
(900
|
)
|
|
(67,789
|
)
|
Decrease in income taxes payable
|
(6,959
|
)
|
|
|
|
|
|
|
|
|
|
(6,959
|
)
|
||||
Net cash (used in) provided by operating activities
|
(16,905
|
)
|
|
(296,227
|
)
|
|
(61,438
|
)
|
|
101,711
|
|
|
—
|
|
|
(272,859
|
)
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
|
|
|
(3,826
|
)
|
|
(921
|
)
|
|
|
|
(4,747
|
)
|
|||
Purchase of marketable securities
|
|
|
|
|
(117,781
|
)
|
|
(60,052
|
)
|
|
|
|
(177,833
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
189,716
|
|
|
|
|
|
|
189,716
|
|
||||
Investments in and advances to unconsolidated entities
|
|
|
|
|
(1,142
|
)
|
|
(73,866
|
)
|
|
|
|
(75,008
|
)
|
|||
Return of investments from unconsolidated entities
|
|
|
|
|
19,509
|
|
|
1,059
|
|
|
|
|
20,568
|
|
|||
Investment in non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
(27,490
|
)
|
|
|
|
(27,490
|
)
|
|||
Return of investments in non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
11,582
|
|
|
|
|
11,582
|
|
|||
Acquisition of a business
|
|
|
|
|
(144,746
|
)
|
|
|
|
|
|
|
(144,746
|
)
|
|||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(58,270
|
)
|
|
(149,688
|
)
|
|
—
|
|
|
(207,958
|
)
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Proceeds from issuance of senior notes
|
|
|
296,227
|
|
|
|
|
|
|
|
|
|
296,227
|
|
|||
Proceeds from loans payable
|
|
|
|
|
|
|
400,092
|
|
|
|
|
400,092
|
|
||||
Principal payments of loans payable
|
|
|
|
|
(17,074
|
)
|
|
(412,635
|
)
|
|
|
|
(429,709
|
)
|
|||
Proceeds from stock-based benefit plans
|
17,189
|
|
|
|
|
|
|
|
|
|
|
17,189
|
|
||||
Purchase of treasury stock
|
(284
|
)
|
|
|
|
|
|
|
|
|
|
(284
|
)
|
||||
Net cash (used in) provided by financing activities
|
16,905
|
|
|
296,227
|
|
|
(17,074
|
)
|
|
(12,543
|
)
|
|
—
|
|
|
283,515
|
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(136,782
|
)
|
|
(60,520
|
)
|
|
—
|
|
|
(197,302
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
|
|
775,300
|
|
|
131,040
|
|
|
|
|
906,340
|
|
|||
Cash and cash equivalents, end of period
|
—
|
|
|
—
|
|
|
638,518
|
|
|
70,520
|
|
|
—
|
|
|
709,038
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
(17,356
|
)
|
|
—
|
|
|
(16,694
|
)
|
|
(9,410
|
)
|
|
26,104
|
|
|
(17,356
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28
|
|
|
1,614
|
|
|
8,202
|
|
|
493
|
|
|
|
|
10,337
|
|
|
Stock-based compensation
|
7,717
|
|
|
|
|
|
|
|
|
|
|
7,717
|
|
||||
Impairments of investments in unconsolidated entities
|
|
|
|
|
10,000
|
|
|
29,600
|
|
|
|
|
39,600
|
|
|||
Income from unconsolidated entities
|
|
|
|
|
(12,027
|
)
|
|
(5,228
|
)
|
|
|
|
(17,255
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
|
|
|
|
6,789
|
|
|
|
|
|
|
6,789
|
|
||||
Income from non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
(473
|
)
|
|
|
|
(473
|
)
|
|||
Deferred tax benefit
|
(6,515
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(6,515
|
)
|
||
Deferred tax valuation allowance
|
6,515
|
|
|
|
|
|
|
|
|
|
|
|
|
6,515
|
|
||
Inventory impairments
|
|
|
|
|
18,048
|
|
|
|
|
|
|
|
18,048
|
|
|||
Change in fair value of mortgage loans receivable and derivative instruments
|
|
|
|
|
|
|
818
|
|
|
|
|
818
|
|
||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Increase in inventory
|
|
|
|
|
(35,860
|
)
|
|
(118,580
|
)
|
|
|
|
(154,440
|
)
|
|||
Origination of mortgage loans
|
|
|
|
|
|
|
(301,778
|
)
|
|
|
|
(301,778
|
)
|
||||
Sale of mortgage loans
|
|
|
|
|
|
|
365,328
|
|
|
|
|
365,328
|
|
||||
Decrease in restricted cash
|
|
|
|
|
|
|
28,781
|
|
|
|
|
|
|
|
|
28,781
|
|
Decrease (increase) in receivables, prepaid expenses and other assets
|
(116,822
|
)
|
|
(1,614
|
)
|
|
5,654
|
|
|
145,274
|
|
|
(25,320
|
)
|
|
7,172
|
|
Decrease in customer deposits
|
|
|
|
|
9,467
|
|
|
8,087
|
|
|
|
|
17,554
|
|
|||
Decrease in accounts payable and accrued expenses
|
(1,203
|
)
|
|
|
|
|
(26,473
|
)
|
|
(8,086
|
)
|
|
(784
|
)
|
|
(36,546
|
)
|
Decrease in income tax refund recoverable
|
141,590
|
|
|
|
|
|
|
|
|
|
|
141,590
|
|
||||
Decrease in current income taxes payable
|
(18,241
|
)
|
|
|
|
|
|
|
|
|
|
(18,241
|
)
|
||||
Net cash provided by (used in) operating activities
|
(4,287
|
)
|
|
—
|
|
|
(4,113
|
)
|
|
106,045
|
|
|
—
|
|
|
97,645
|
|
Cash flow used in investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment — net
|
|
|
|
|
(1,929
|
)
|
|
(3,183
|
)
|
|
|
|
(5,112
|
)
|
|||
Purchase of marketable securities
|
|
|
|
|
(329,105
|
)
|
|
|
|
|
|
(329,105
|
)
|
||||
Sale and redemption of marketable securities
|
|
|
|
|
227,080
|
|
|
|
|
|
|
|
227,080
|
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
8,051
|
|
|
7,700
|
|
|
|
|
15,751
|
|
|||
Investment in non-performing loan portfolios and foreclosed real estate
|
|
|
|
|
|
|
|
(42,141
|
)
|
|
|
|
(42,141
|
)
|
|||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(95,903
|
)
|
|
(37,624
|
)
|
|
—
|
|
|
(133,527
|
)
|
Cash flow used in financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from loans payable
|
|
|
|
|
|
|
438,713
|
|
|
|
|
438,713
|
|
||||
Principal payments of loans payable
|
|
|
|
|
(7,709
|
)
|
|
(491,251
|
)
|
|
|
|
(498,960
|
)
|
|||
Proceeds from stock-based benefit plans
|
4,676
|
|
|
|
|
|
|
|
|
|
|
4,676
|
|
||||
Receipts related to noncontrolling interest
|
|
|
|
|
|
|
|
2,678
|
|
|
|
|
2,678
|
|
|||
Purchase of treasury stock
|
(389
|
)
|
|
|
|
|
|
|
|
|
|
(389
|
)
|
||||
Net cash (used in) provided by financing activities
|
4,287
|
|
|
—
|
|
|
(7,709
|
)
|
|
(49,860
|
)
|
|
—
|
|
|
(53,282
|
)
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(107,725
|
)
|
|
18,561
|
|
|
—
|
|
|
(89,164
|
)
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
|
|
930,387
|
|
|
108,673
|
|
|
|
|
1,039,060
|
|
||
Cash and cash equivalents, end of period
|
—
|
|
|
—
|
|
|
822,662
|
|
|
127,234
|
|
|
—
|
|
|
949,896
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
$
|
|
%*
|
|
$
|
|
%*
|
|
$
|
|
%*
|
|
$
|
|
%*
|
||||
Revenues
|
695.6
|
|
|
|
|
653.8
|
|
|
|
|
373.7
|
|
|
|
|
319.7
|
|
|
|
Cost of revenues
|
578.4
|
|
|
83.2
|
|
558.3
|
|
|
85.4
|
|
306.8
|
|
|
82.1
|
|
276.4
|
|
|
86.4
|
Selling, general and administrative
|
137.9
|
|
|
19.8
|
|
128.3
|
|
|
19.6
|
|
68.3
|
|
|
18.3
|
|
67.1
|
|
|
21.0
|
Interest expense
|
—
|
|
|
|
|
1.5
|
|
|
0.2
|
|
—
|
|
|
|
|
0.4
|
|
|
0.1
|
|
716.3
|
|
|
103.0
|
|
688.1
|
|
|
105.3
|
|
375.1
|
|
|
100.4
|
|
343.8
|
|
|
107.5
|
Loss from operations
|
(20.7
|
)
|
|
|
|
(34.3
|
)
|
|
|
|
(1.4
|
)
|
|
|
|
(24.1
|
)
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from unconsolidated entities
|
13.7
|
|
|
|
|
(22.3
|
)
|
|
|
|
7.0
|
|
|
|
|
(11.3
|
)
|
|
|
Interest and other
|
16.3
|
|
|
|
|
8.1
|
|
|
|
|
10.1
|
|
|
|
|
4.0
|
|
|
|
Income (loss) before income tax benefit
|
9.2
|
|
|
|
|
(48.5
|
)
|
|
|
|
15.6
|
|
|
|
|
(31.5
|
)
|
|
|
Income tax benefit
|
(4.8
|
)
|
|
|
|
(31.2
|
)
|
|
|
|
(1.2
|
)
|
|
|
|
(10.7
|
)
|
|
|
Net income (loss)
|
14.1
|
|
|
|
|
(17.4
|
)
|
|
|
|
16.9
|
|
|
|
|
(20.8
|
)
|
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||||||||||||||
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
||||||||||||
North
|
337
|
|
|
316
|
|
|
$
|
186.7
|
|
|
$
|
167.1
|
|
|
200
|
|
|
167
|
|
|
$
|
111.1
|
|
|
$
|
84.6
|
|
Mid-Atlantic
|
369
|
|
|
363
|
|
|
204.4
|
|
|
203.4
|
|
|
190
|
|
|
184
|
|
|
103.6
|
|
|
99.6
|
|
||||
South
|
278
|
|
|
239
|
|
|
158.8
|
|
|
128.4
|
|
|
142
|
|
|
124
|
|
|
82.4
|
|
|
66.5
|
|
||||
West
|
251
|
|
|
243
|
|
|
145.7
|
|
|
154.9
|
|
|
138
|
|
|
116
|
|
|
76.6
|
|
|
69.0
|
|
||||
|
1,235
|
|
|
1,161
|
|
|
$
|
695.6
|
|
|
$
|
653.8
|
|
|
670
|
|
|
591
|
|
|
$
|
373.7
|
|
|
$
|
319.7
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||||||||||||||
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
||||||||||||
North
|
551
|
|
|
387
|
|
|
$
|
381.2
|
|
|
$
|
216.6
|
|
|
336
|
|
|
239
|
|
|
$
|
195.4
|
|
|
$
|
134.0
|
|
Mid-Atlantic
|
570
|
|
|
483
|
|
|
320.1
|
|
|
269.6
|
|
|
381
|
|
|
287
|
|
|
210.8
|
|
|
157.6
|
|
||||
South
|
430
|
|
|
357
|
|
|
269.5
|
|
|
204.7
|
|
|
259
|
|
|
224
|
|
|
165.6
|
|
|
130.9
|
|
||||
West
|
466
|
|
|
269
|
|
|
272.5
|
|
|
156.1
|
|
|
346
|
|
|
165
|
|
|
201.2
|
|
|
98.6
|
|
||||
|
2,017
|
|
|
1,496
|
|
|
$
|
1,243.3
|
|
|
$
|
847.0
|
|
|
1,322
|
|
|
915
|
|
|
$
|
773.0
|
|
|
$
|
521.1
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||||||||||||||
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
||||||||||||
North
|
24
|
|
|
31
|
|
|
$
|
13.0
|
|
|
$
|
17.5
|
|
|
10
|
|
|
15
|
|
|
$
|
5.7
|
|
|
$
|
8.7
|
|
Mid-Atlantic
|
14
|
|
|
12
|
|
|
9.4
|
|
|
6.3
|
|
|
7
|
|
|
6
|
|
|
4.3
|
|
|
3.1
|
|
||||
South
|
20
|
|
|
12
|
|
|
11.6
|
|
|
7.1
|
|
|
8
|
|
|
5
|
|
|
4.0
|
|
|
2.4
|
|
||||
West
|
17
|
|
|
14
|
|
|
9.9
|
|
|
8.0
|
|
|
7
|
|
|
10
|
|
|
4.3
|
|
|
6.0
|
|
||||
|
75
|
|
|
69
|
|
|
$
|
43.9
|
|
|
$
|
38.9
|
|
|
32
|
|
|
36
|
|
|
$
|
18.3
|
|
|
$
|
20.2
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||||||||||||||
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
||||||||||||
North
|
527
|
|
|
356
|
|
|
$
|
368.3
|
|
|
$
|
199.1
|
|
|
326
|
|
|
224
|
|
|
$
|
189.8
|
|
|
$
|
125.3
|
|
Mid-Atlantic
|
556
|
|
|
471
|
|
|
310.7
|
|
|
263.3
|
|
|
374
|
|
|
281
|
|
|
206.4
|
|
|
154.6
|
|
||||
South
|
410
|
|
|
345
|
|
|
257.8
|
|
|
197.6
|
|
|
251
|
|
|
219
|
|
|
161.6
|
|
|
128.4
|
|
||||
West
|
449
|
|
|
255
|
|
|
262.6
|
|
|
148.1
|
|
|
339
|
|
|
155
|
|
|
196.9
|
|
|
92.6
|
|
||||
|
1,942
|
|
|
1,427
|
|
|
$
|
1,199.4
|
|
|
$
|
808.1
|
|
|
1,290
|
|
|
879
|
|
|
$
|
754.7
|
|
|
$
|
500.9
|
|
|
Six Months Ended April 30,
|
|
Three Months Ended April 30,
|
||||||||||||||||||||
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
||||||||
North
|
4.4
|
%
|
|
8.0
|
%
|
|
3.4
|
%
|
|
8.1
|
%
|
|
3.0
|
%
|
|
6.3
|
%
|
|
2.9
|
%
|
|
6.5
|
%
|
Mid-Atlantic
|
2.5
|
%
|
|
2.5
|
%
|
|
2.9
|
%
|
|
2.3
|
%
|
|
1.8
|
%
|
|
2.1
|
%
|
|
2.0
|
%
|
|
1.9
|
%
|
South
|
4.7
|
%
|
|
3.4
|
%
|
|
4.3
|
%
|
|
3.5
|
%
|
|
3.1
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
|
1.8
|
%
|
West
|
3.6
|
%
|
|
5.2
|
%
|
|
3.6
|
%
|
|
5.2
|
%
|
|
2.0
|
%
|
|
6.1
|
%
|
|
2.1
|
%
|
|
6.1
|
%
|
Total
|
3.7
|
%
|
|
4.6
|
%
|
|
3.5
|
%
|
|
4.6
|
%
|
|
2.4
|
%
|
|
3.9
|
%
|
|
2.4
|
%
|
|
3.9
|
%
|
|
At April 30,
|
|
At October 31,
|
||||||||||||||||||||||||
|
2012
Units |
|
2011
Units |
|
2012
|
|
2011
|
|
2011
Units |
|
2010
units |
|
2011
|
|
2010
|
||||||||||||
North
|
743
|
|
|
561
|
|
|
$
|
488.9
|
|
|
$
|
291.3
|
|
|
553
|
|
|
521
|
|
|
$
|
307.4
|
|
|
$
|
259.3
|
|
Mid-Atlantic
|
674
|
|
|
583
|
|
|
395.2
|
|
|
344.3
|
|
|
487
|
|
|
475
|
|
|
288.9
|
|
|
284.4
|
|
||||
South
|
574
|
|
|
402
|
|
|
362.2
|
|
|
228.9
|
|
|
442
|
|
|
296
|
|
|
263.2
|
|
|
159.7
|
|
||||
West
|
412
|
|
|
214
|
|
|
252.2
|
|
|
141.9
|
|
|
185
|
|
|
202
|
|
|
121.6
|
|
|
148.7
|
|
||||
|
2,403
|
|
|
1,760
|
|
|
$
|
1,498.5
|
|
|
$
|
1,006.4
|
|
|
1,667
|
|
|
1,494
|
|
|
$
|
981.1
|
|
|
$
|
852.1
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
186.7
|
|
|
$
|
167.1
|
|
|
$
|
111.1
|
|
|
$
|
84.6
|
|
Mid-Atlantic
|
204.4
|
|
|
203.4
|
|
|
103.6
|
|
|
99.6
|
|
||||
South
|
158.8
|
|
|
128.4
|
|
|
82.4
|
|
|
66.5
|
|
||||
West
|
145.7
|
|
|
154.9
|
|
|
76.6
|
|
|
69.0
|
|
||||
Total
|
$
|
695.6
|
|
|
$
|
653.8
|
|
|
$
|
373.7
|
|
|
$
|
319.7
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
17.7
|
|
|
$
|
14.5
|
|
|
$
|
16.7
|
|
|
$
|
7.4
|
|
Mid-Atlantic
|
18.8
|
|
|
15.1
|
|
|
7.7
|
|
|
6.4
|
|
||||
South
|
4.1
|
|
|
(13.6
|
)
|
|
6.2
|
|
|
(12.3
|
)
|
||||
West
|
9.0
|
|
|
(27.1
|
)
|
|
3.6
|
|
|
(11.9
|
)
|
||||
Corporate and other (a)
|
(40.4
|
)
|
|
(37.4
|
)
|
|
(18.6
|
)
|
|
(21.1
|
)
|
||||
Total
|
$
|
9.2
|
|
|
$
|
(48.5
|
)
|
|
$
|
15.6
|
|
|
$
|
(31.5
|
)
|
(a)
|
“Corporate and other” is comprised principally of general corporate expenses such as the offices of the Executive Officers of the Company, and the corporate finance, accounting, audit, tax, human resources, risk management, marketing and legal groups, directly expensed interest, interest income and income from the Company’s ancillary businesses and income (loss) from a number of its unconsolidated entities.
|
|
|
|
Fixed-rate debt
|
|
Variable-rate debt
|
||||||||||
Fiscal year of maturity
|
|
|
Amount
|
|
Weighted-
average
interest rate
|
|
Amount
|
|
Weighted-
average
interest rate
|
||||||
2012
|
|
|
$
|
20,629
|
|
|
3.58
|
%
|
|
$
|
45,547
|
|
|
3.49
|
%
|
2013
|
|
|
117,627
|
|
|
6.09
|
%
|
|
150
|
|
|
0.27
|
%
|
||
2014
|
|
|
282,655
|
|
|
4.88
|
%
|
|
150
|
|
|
0.27
|
%
|
||
2015
|
|
|
303,781
|
|
|
5.12
|
%
|
|
150
|
|
|
0.27
|
%
|
||
2015
|
|
|
1,731
|
|
|
5.82
|
%
|
|
150
|
|
|
0.27
|
%
|
||
Thereafter
|
|
|
1,106,450
|
|
|
7.16
|
%
|
|
11,945
|
|
|
0.18
|
%
|
||
Discount
|
|
|
(9,746
|
)
|
|
|
|
|
|
|
|||||
Total
|
|
|
$
|
1,823,127
|
|
|
6.35
|
%
|
|
$
|
58,092
|
|
|
2.78
|
%
|
Fair value at April 30, 2012
|
|
|
$
|
2,043,512
|
|
|
|
|
$
|
58,092
|
|
|
|
Period
|
|
Total number
of shares purchased |
|
Average
price paid per share |
|
Total number
of shares purchased as part of publicly announced plans or programs (a) |
|
Maximum
number of shares that may yet be purchased under the plans or programs (a) |
|||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|||||
February 1, 2012 to February 29, 2012
|
|
3
|
|
|
$
|
23.44
|
|
|
3
|
|
|
8,780
|
|
March 1, 2012 to March 31, 2012
|
|
6
|
|
|
$
|
22.87
|
|
|
6
|
|
|
8,774
|
|
April 1, 2012 to April 30, 2012
|
|
1
|
|
|
$
|
23.64
|
|
|
1
|
|
|
8,773
|
|
|
|
10
|
|
|
$
|
23.13
|
|
|
10
|
|
|
|
(a)
|
On March 20, 2003, we announced that our Board of Directors had authorized the repurchase of up to 20 million 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. The Board of Directors did not fix an expiration date for the repurchase program.
|
4.1*
|
Twentieth Supplemental Indenture dated as of April 27, 2012 to the Indenture dated November 22, 2002 by and among the parties listed on Schedule A thereto, and Bank of New York Mellon, as Successor Trustee, is filed herewith.
|
|
|
4.2*
|
Third Supplemental Indenture dated as of April 27, 2012 to the Indenture dated April 27, 2009 by and among the parties listed on Schedule A thereto, and Bank of New York Mellon, as Trustee, is filed herewith.
|
|
|
4.3*
|
First Supplemental Indenture dated as of April 27, 2012 to the Indenture dated February 27, 2012 by and among the parties listed on Schedule A hereto, and Bank of New York Mellon, as Trustee, is filed herewith.
|
|
|
31.1*
|
Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2*
|
Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1*
|
Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2*
|
Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS**
|
XBRL Instance Document
|
|
|
101.SCH**
|
XBRL Schema Document
|
|
|
101.CAL**
|
XBRL Calculation Linkbase Document
|
|
|
101.LAB**
|
XBRL Labels Linkbase Document
|
|
|
101.PRE**
|
XBRL Presentation Linkbase Document
|
|
|
101.DEF**
|
XBRL Definition Linkbase Document
|
*
|
Filed electronically herewith.
|
**
|
Furnished electronically herewith.
|
|
|
TOLL BROTHERS, INC.
|
||
|
|
(Registrant)
|
||
|
|
|
|
|
Date:
|
June 7, 2012
|
By:
|
|
/s/ Martin P. Connor
|
|
|
|
|
Martin P. Connor
|
|
|
|
|
Senior Vice President, Treasurer and Chief
|
|
|
|
|
Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
Date:
|
June 7, 2012
|
By:
|
|
/s/ Joseph R. Sicree
|
|
|
|
|
Joseph R. Sicree
|
|
|
|
|
Senior Vice President and Chief Accounting
|
|
|
|
|
Officer (Principal Accounting Officer)
|
|
THE SURVIVING GUARANTORS NAMED ON
|
|
|
SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOSEPH R. SICREE
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Office
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mary Miselis
|
|
|
Name: Mary Miselis
|
|
|
Title: Vice President
|
|
|
|
|
First Brandywine Investment Corp. IV
Toll Holdings, Inc.
|
Toll Mid-Atlantic LP Company, Inc.
|
Toll Midwest LLC
|
Toll Southwest LLC
|
Toll West Coast LLC
|
Toll FL GP Corp.
|
Toll Peppertree, Inc.
|
Toll CA II, L.P.
|
Toll CT Limited Partnership
|
Toll FL Limited Partnership
|
Toll MA Land Limited Partnership
|
Toll Land V Limited Partnership
|
Toll PA, L.P.
|
Wilson Concord, L.P.
|
Toll VA, L.P.
|
Toll Northeast LP Company, Inc.
|
|
|
|
|
THE SURVIVING GUARANTORS NAMED ON
|
|
|
SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOSEPH R. SICREE
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Office
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mary Miselis
|
|
|
Name: Mary Miselis
|
|
|
Title: Vice President
|
|
|
|
|
First Brandywine Investment Corp. IV
Toll Holdings, Inc.
|
Toll Mid-Atlantic LP Company, Inc.
|
Toll Midwest LLC
|
Toll Southwest LLC
|
Toll West Coast LLC
|
Toll FL GP Corp.
|
Toll Peppertree, Inc.
|
Toll CA II, L.P.
|
Toll CT Limited Partnership
|
Toll FL Limited Partnership
|
Toll MA Land Limited Partnership
|
Toll Land V Limited Partnership
|
Toll PA, L.P.
|
Wilson Concord, L.P.
|
Toll VA, L.P.
|
Toll Northeast LP Company, Inc.
|
|
|
|
|
THE SURVIVING GUARANTORS NAMED ON
|
|
|
SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOSEPH R. SICREE
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Office
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mary Miselis
|
|
|
Name: Mary Miselis
|
|
|
Title: Vice President
|
|
|
|
|
First Brandywine Investment Corp. IV
Toll Holdings, Inc.
|
Toll Mid-Atlantic LP Company, Inc.
|
Toll Midwest LLC
|
Toll Southwest LLC
|
Toll West Coast LLC
|
Toll FL GP Corp.
|
Toll Peppertree, Inc.
|
Toll CA II, L.P.
|
Toll CT Limited Partnership
|
Toll FL Limited Partnership
|
Toll MA Land Limited Partnership
|
Toll Land V Limited Partnership
|
Toll PA, L.P.
|
Wilson Concord, L.P.
|
Toll VA, L.P.
|
Toll Northeast LP Company, Inc.
|
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
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Signed:
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/s/ Douglas C. Yearley, Jr.
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Name: Douglas C. Yearley, Jr.
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Title: Chief Executive Officer
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Signed:
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/s/ Martin P. Connor
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Name: Martin P. Connor
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Title: Chief Financial Officer
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By:
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/s/ Douglas C. Yearley Jr.
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Name: Douglas C. Yearley Jr.
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Title: Chief Executive Officer
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By:
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/s/ Martin P. Connor
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Name: Martin P. Connor
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Title: Chief Financial Officer
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