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
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page No.
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April 30,
2016 |
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October 31,
2015 |
||||
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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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423,178
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$
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918,993
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Marketable securities
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10,001
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Restricted cash and investments
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28,897
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16,795
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Inventory
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7,285,351
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6,997,516
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Property, construction, and office equipment, net
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136,748
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136,755
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Receivables, prepaid expenses, and other assets
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271,137
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284,130
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Mortgage loans held for sale
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124,677
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123,175
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Customer deposits held in escrow
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67,638
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56,105
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Investments in unconsolidated entities
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424,268
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412,860
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Investments in foreclosed real estate and distressed loans
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14,576
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51,730
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Deferred tax assets, net of valuation allowances
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187,755
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198,455
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$
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8,964,225
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$
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9,206,515
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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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711,293
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$
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1,000,439
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Senior notes
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2,692,061
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2,689,801
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Mortgage company loan facility
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100,000
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100,000
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Customer deposits
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328,258
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284,309
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Accounts payable
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281,074
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236,953
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Accrued expenses
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605,198
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608,066
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Income taxes payable
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81,393
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58,868
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Total liabilities
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4,799,277
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4,978,436
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Equity
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Stockholders’ equity
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Preferred stock, none issued
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—
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—
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Common stock, 177,933 and 177,931 shares issued at April 30, 2016 and
October 31, 2015, respectively |
1,779
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1,779
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Additional paid-in capital
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718,013
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728,125
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Retained earnings
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3,757,436
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3,595,202
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Treasury stock, at cost — 10,310 and 3,084 shares at April 30, 2016 and
October 31, 2015, respectively |
(315,479
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)
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(100,040
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)
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Accumulated other comprehensive loss
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(2,610
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)
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(2,509
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)
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Total stockholders’ equity
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4,159,139
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4,222,557
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Noncontrolling interest
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5,809
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5,522
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Total equity
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4,164,948
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4,228,079
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$
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8,964,225
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$
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9,206,515
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Six months ended April 30,
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Three months ended April 30,
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2016
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2015
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2016
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2015
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Revenues
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$
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2,044,123
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$
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1,706,035
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$
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1,115,557
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$
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852,583
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Cost of revenues
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1,582,882
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1,328,544
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870,571
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678,512
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Selling, general and administrative
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250,136
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213,999
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128,340
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107,685
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1,833,018
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1,542,543
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998,911
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786,197
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Income from operations
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211,105
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163,492
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116,646
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66,386
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Other:
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Income from unconsolidated entities
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17,756
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11,128
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9,118
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6,227
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Other income – net
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28,353
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35,935
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14,633
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13,919
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Income before income taxes
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257,214
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210,555
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140,397
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86,532
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Income tax provision
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94,980
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61,300
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51,343
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18,602
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Net income
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$
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162,234
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$
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149,255
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$
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89,054
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$
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67,930
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Other comprehensive (loss) income, net of tax:
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Change in pension liability
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(132
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)
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(201
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)
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155
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(23
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)
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Change in fair value of available-for-sale securities
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2
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Change in unrealized income (loss) on derivative held by equity investee
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31
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(14
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4
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(7
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)
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Other comprehensive (loss) income
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(101
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)
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(213
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)
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159
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(30
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)
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Total comprehensive income
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$
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162,133
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$
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149,042
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$
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89,213
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$
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67,900
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Income per share:
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Basic
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$
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0.95
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$
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0.85
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$
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0.53
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$
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0.38
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Diluted
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$
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0.91
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$
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0.81
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$
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0.51
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$
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0.37
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Weighted-average number of shares:
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||||||||
Basic
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171,578
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176,267
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168,952
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176,458
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Diluted
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179,403
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184,472
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176,414
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184,838
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Six months ended April 30,
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||||||
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2016
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|
2015
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||||
Cash flow used in operating activities:
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Net income
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$
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162,234
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$
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149,255
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Adjustments to reconcile net income to net cash used in operating activities:
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||||
Depreciation and amortization
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11,029
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11,772
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Stock-based compensation
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15,081
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12,552
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Excess tax benefits from stock-based compensation
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(665
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)
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(3,045
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)
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Income from unconsolidated entities
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(17,756
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)
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(11,128
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)
|
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Distributions of earnings from unconsolidated entities
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10,230
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11,490
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Income from foreclosed real estate and distressed loans
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(1,415
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)
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(5,205
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)
|
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Deferred tax provision
|
722
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7,197
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Change in deferred tax valuation allowances
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302
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(1,290
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)
|
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Inventory impairments and write-offs
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7,634
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13,310
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Other
|
79
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|
|
245
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|
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Changes in operating assets and liabilities
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|
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|
||||
Increase in inventory
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(289,735
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)
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(201,915
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)
|
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Origination of mortgage loans
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(490,279
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)
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(382,718
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)
|
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Sale of mortgage loans
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488,890
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|
|
403,197
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|
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(Increase) decrease in restricted cash and investments
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(12,102
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)
|
|
380
|
|
||
Decrease (increase) in receivables, prepaid expenses, and other assets
|
11,421
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|
|
(14,387
|
)
|
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Increase in customer deposits
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32,416
|
|
|
49,222
|
|
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Increase in accounts payable and accrued expenses
|
32,845
|
|
|
8,436
|
|
||
Increase (decrease) in income taxes payable
|
23,189
|
|
|
(85,310
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)
|
||
Net cash used in operating activities
|
(15,880
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)
|
|
(37,942
|
)
|
||
Cash flow provided by (used in) investing activities:
|
|
|
|
||||
Purchase of property and equipment — net
|
(7,324
|
)
|
|
(5,884
|
)
|
||
Sale and redemption of marketable securities
|
10,000
|
|
|
2,000
|
|
||
Investments in unconsolidated entities
|
(21,383
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)
|
|
(27,705
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)
|
||
Return of investments in unconsolidated entities
|
28,478
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|
|
10,637
|
|
||
Investment in foreclosed real estate and distressed loans
|
(866
|
)
|
|
(1,697
|
)
|
||
Return of investments in foreclosed real estate and distressed loans
|
33,435
|
|
|
14,592
|
|
||
Net increase in cash from purchase of joint venture interest
|
|
|
|
3,848
|
|
||
Net cash provided by (used in) investing activities
|
42,340
|
|
|
(4,209
|
)
|
||
Cash flow used in financing activities:
|
|
|
|
||||
Debt issuance costs for senior notes
|
(43
|
)
|
|
|
|
||
Proceeds from loans payable
|
821,984
|
|
|
529,053
|
|
||
Principal payments of loans payable
|
(1,119,911
|
)
|
|
(572,838
|
)
|
||
Proceeds from stock-based benefit plans
|
5,003
|
|
|
34,057
|
|
||
Excess tax benefits from stock-based compensation
|
665
|
|
|
3,045
|
|
||
Purchase of treasury stock
|
(230,263
|
)
|
|
(6,616
|
)
|
||
Receipts related to noncontrolling interest, net
|
290
|
|
|
1,292
|
|
||
Net cash used in financing activities
|
(522,275
|
)
|
|
(12,007
|
)
|
||
Net decrease in cash and cash equivalents
|
(495,815
|
)
|
|
(54,158
|
)
|
||
Cash and cash equivalents, beginning of period
|
918,993
|
|
|
586,315
|
|
||
Cash and cash equivalents, end of period
|
$
|
423,178
|
|
|
$
|
532,157
|
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Land controlled for future communities
|
$
|
90,781
|
|
|
$
|
75,214
|
|
Land owned for future communities
|
1,655,339
|
|
|
2,033,447
|
|
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Operating communities
|
5,539,231
|
|
|
4,888,855
|
|
||
|
$
|
7,285,351
|
|
|
$
|
6,997,516
|
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Land owned for future communities:
|
|
|
|
||||
Number of communities
|
21
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|
|
15
|
|
||
Carrying value (in thousands)
|
$
|
143,033
|
|
|
$
|
119,138
|
|
Operating communities:
|
|
|
|
||||
Number of communities
|
5
|
|
|
11
|
|
||
Carrying value (in thousands)
|
$
|
27,904
|
|
|
$
|
63,668
|
|
|
Six months ended April 30,
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Three months ended April 30,
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||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Land controlled for future communities
|
$
|
634
|
|
|
$
|
610
|
|
|
$
|
253
|
|
|
$
|
366
|
|
Land owned for future communities
|
300
|
|
|
700
|
|
|
|
|
|
700
|
|
||||
Operating communities
|
6,700
|
|
|
12,000
|
|
|
6,100
|
|
|
11,100
|
|
||||
|
$
|
7,634
|
|
|
$
|
13,310
|
|
|
$
|
6,353
|
|
|
$
|
12,166
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest capitalized, beginning of period
|
$
|
373,128
|
|
|
$
|
356,180
|
|
|
$
|
379,930
|
|
|
$
|
364,228
|
|
Interest incurred
|
80,412
|
|
|
80,458
|
|
|
40,305
|
|
|
39,954
|
|
||||
Interest expensed to cost of revenues
|
(67,745
|
)
|
|
(57,953
|
)
|
|
(35,722
|
)
|
|
(29,576
|
)
|
||||
Write-off against other income
|
(309
|
)
|
|
(1,738
|
)
|
|
(34
|
)
|
|
(410
|
)
|
||||
Interest capitalized on investments in unconsolidated entities
|
(2,243
|
)
|
|
(4,825
|
)
|
|
(1,236
|
)
|
|
(2,074
|
)
|
||||
Previously capitalized interest on investments in unconsolidated entities transferred to inventory
|
239
|
|
|
772
|
|
|
239
|
|
|
772
|
|
||||
Interest capitalized, end of period
|
$
|
383,482
|
|
|
$
|
372,894
|
|
|
$
|
383,482
|
|
|
$
|
372,894
|
|
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Gibraltar
Joint Ventures |
|
Total
|
||||||||||
Number of unconsolidated entities
|
7
|
|
3
|
|
10
|
|
4
|
|
24
|
||||||||||
Investment in unconsolidated entities
|
$
|
209,647
|
|
|
$
|
79,837
|
|
|
$
|
119,962
|
|
|
$
|
14,822
|
|
|
$
|
424,268
|
|
Number of unconsolidated entities with funding commitments by the Company
|
5
|
|
2
|
|
2
|
|
1
|
|
|
10
|
|||||||||
Company’s remaining funding commitment to unconsolidated entities (a)
|
$
|
250,792
|
|
|
$
|
17,194
|
|
|
$
|
11,169
|
|
|
$
|
10,000
|
|
|
$
|
289,155
|
|
(a)
|
The remaining funding commitment for our Land Development Joint Ventures includes
$90.0 million
, which
one
of the joint ventures expects to fund through outside financing.
|
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Total
|
||||||||
Number of joint ventures with debt financing
|
4
|
|
2
|
|
9
|
|
15
|
||||||||
Aggregate loan commitments
|
$
|
470,000
|
|
|
$
|
222,000
|
|
|
$
|
778,946
|
|
|
$
|
1,470,946
|
|
Amounts borrowed under loan commitments
|
$
|
399,515
|
|
|
$
|
144,752
|
|
|
$
|
606,169
|
|
|
$
|
1,150,436
|
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Cash and cash equivalents
|
$
|
77,489
|
|
|
$
|
95,263
|
|
Inventory
|
1,048,725
|
|
|
1,024,157
|
|
||
Non-performing loan portfolio
|
16,981
|
|
|
27,572
|
|
||
Rental properties
|
447,070
|
|
|
278,897
|
|
||
Rental properties under development
|
339,873
|
|
|
390,399
|
|
||
Real estate owned (“REO”)
|
111,440
|
|
|
117,758
|
|
||
Other assets
|
165,811
|
|
|
224,617
|
|
||
Total assets
|
$
|
2,207,389
|
|
|
$
|
2,158,663
|
|
Debt
|
$
|
1,156,735
|
|
|
$
|
1,127,121
|
|
Other liabilities
|
136,172
|
|
|
130,315
|
|
||
Members’ equity
|
829,264
|
|
|
806,327
|
|
||
Noncontrolling interest
|
85,218
|
|
|
94,900
|
|
||
Total liabilities and equity
|
$
|
2,207,389
|
|
|
$
|
2,158,663
|
|
Company’s net investment in unconsolidated entities (1)
|
$
|
424,268
|
|
|
$
|
412,860
|
|
(1)
|
Differences between our net investment in unconsolidated entities and our underlying equity in the net assets of the entities are primarily a result of the acquisition price of an investment in a Land Development Joint Venture in fiscal 2012 that was in excess of our pro rata share of the underlying equity; impairments related to our investment in unconsolidated entities; interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; and distributions from entities in excess of the carrying amount of our net investment.
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
166,018
|
|
|
$
|
86,306
|
|
|
$
|
123,531
|
|
|
$
|
40,237
|
|
Cost of revenues
|
102,492
|
|
|
63,549
|
|
|
66,979
|
|
|
27,662
|
|
||||
Other expenses
|
18,375
|
|
|
12,699
|
|
|
9,065
|
|
|
6,175
|
|
||||
Total expenses
|
120,867
|
|
|
76,248
|
|
|
76,044
|
|
|
33,837
|
|
||||
Gain on disposition of loans and REO
|
34,689
|
|
|
23,586
|
|
|
8,706
|
|
|
15,955
|
|
||||
Income from operations
|
79,840
|
|
|
33,644
|
|
|
56,193
|
|
|
22,355
|
|
||||
Other income
|
2,351
|
|
|
1,707
|
|
|
1,346
|
|
|
1,047
|
|
||||
Net income
|
82,191
|
|
|
35,351
|
|
|
57,539
|
|
|
23,402
|
|
||||
Less: income attributable to noncontrolling interest
|
(15,023
|
)
|
|
(11,077
|
)
|
|
(3,413
|
)
|
|
(9,454
|
)
|
||||
Net income attributable to controlling interest
|
67,168
|
|
|
24,274
|
|
|
54,126
|
|
|
13,948
|
|
||||
Other comprehensive income (loss)
|
100
|
|
|
(45
|
)
|
|
13
|
|
|
(23
|
)
|
||||
Total comprehensive income
|
$
|
67,268
|
|
|
$
|
24,229
|
|
|
$
|
54,139
|
|
|
$
|
13,925
|
|
Company’s equity in earnings of unconsolidated entities (2)
|
$
|
17,756
|
|
|
$
|
11,128
|
|
|
$
|
9,118
|
|
|
$
|
6,227
|
|
(2)
|
Differences between our equity in earnings of unconsolidated entities and the underlying net income of the entities are primarily a result of a basis difference of an acquired joint venture interest, distributions from entities in excess of the carrying amount of our net investment, recoveries of previously incurred charges, and our share of the entities’ profits related to home sites purchased by us, which reduces our cost basis of the home sites acquired.
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Investment in REO:
|
|
|
|
||||
Held and used classification
|
$
|
12,383
|
|
|
$
|
48,514
|
|
Held for sale classification
|
2,193
|
|
|
1,719
|
|
||
|
14,576
|
|
|
50,233
|
|
||
Investment in distressed loans
|
|
|
|
1,497
|
|
||
|
$
|
14,576
|
|
|
$
|
51,730
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance, beginning of period
|
$
|
50,233
|
|
|
$
|
69,799
|
|
|
$
|
47,325
|
|
|
$
|
66,934
|
|
Additions
|
866
|
|
|
1,904
|
|
|
172
|
|
|
227
|
|
||||
Sales
|
(35,728
|
)
|
|
(7,668
|
)
|
|
(32,361
|
)
|
|
(3,382
|
)
|
||||
Impairments
|
(713
|
)
|
|
(183
|
)
|
|
(558
|
)
|
|
(14
|
)
|
||||
Depreciation
|
(82
|
)
|
|
(172
|
)
|
|
(2
|
)
|
|
(85
|
)
|
||||
Balance, end of period
|
$
|
14,576
|
|
|
$
|
63,680
|
|
|
$
|
14,576
|
|
|
$
|
63,680
|
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Senior unsecured term loan
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Credit facility borrowings
|
100,000
|
|
|
350,000
|
|
||
Loans payable – other
|
112,362
|
|
|
151,702
|
|
||
Deferred issuance costs
|
(1,069
|
)
|
|
(1,263
|
)
|
||
|
$
|
711,293
|
|
|
$
|
1,000,439
|
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Land, land development, and construction
|
$
|
114,402
|
|
|
$
|
118,634
|
|
Compensation and employee benefits
|
121,709
|
|
|
125,045
|
|
||
Self-insurance
|
111,719
|
|
|
113,727
|
|
||
Warranty
|
91,194
|
|
|
93,083
|
|
||
Interest
|
35,003
|
|
|
26,926
|
|
||
Commitments to unconsolidated entities
|
5,555
|
|
|
5,534
|
|
||
Other
|
125,616
|
|
|
125,117
|
|
||
|
$
|
605,198
|
|
|
$
|
608,066
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance, beginning of period
|
$
|
93,083
|
|
|
$
|
86,282
|
|
|
$
|
90,661
|
|
|
$
|
84,695
|
|
Additions – homes closed during the period
|
10,967
|
|
|
8,253
|
|
|
6,471
|
|
|
4,335
|
|
||||
Increase in accruals for homes closed in prior years
|
6,192
|
|
|
1,309
|
|
|
3,739
|
|
|
441
|
|
||||
Charges incurred
|
(19,048
|
)
|
|
(12,787
|
)
|
|
(9,677
|
)
|
|
(6,414
|
)
|
||||
Balance, end of period
|
$
|
91,194
|
|
|
$
|
83,057
|
|
|
$
|
91,194
|
|
|
$
|
83,057
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total stock-based compensation expense recognized
|
$
|
15,081
|
|
|
$
|
12,552
|
|
|
$
|
5,858
|
|
|
$
|
5,106
|
|
Income tax benefit recognized
|
$
|
5,809
|
|
|
$
|
4,736
|
|
|
$
|
2,254
|
|
|
$
|
1,927
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Number of shares purchased (in thousands)
|
7,707
|
|
|
211
|
|
|
2,938
|
|
|
10
|
|
||||
Average price per share
|
$
|
29.88
|
|
|
$
|
31.40
|
|
|
$
|
27.27
|
|
|
$
|
37.83
|
|
Remaining authorization at April 30 (in thousands)
|
10,827
|
|
|
19,989
|
|
|
10,827
|
|
|
19,989
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income as reported
|
$
|
162,234
|
|
|
$
|
149,255
|
|
|
$
|
89,054
|
|
|
$
|
67,930
|
|
Plus interest and costs attributable to 0.5% Exchangeable Senior Notes, net of income tax benefit
|
777
|
|
|
786
|
|
|
388
|
|
|
392
|
|
||||
Numerator for diluted earnings per share
|
$
|
163,011
|
|
|
$
|
150,041
|
|
|
$
|
89,442
|
|
|
$
|
68,322
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
171,578
|
|
|
176,267
|
|
|
168,952
|
|
|
176,458
|
|
||||
Common stock equivalents (a)
|
1,967
|
|
|
2,347
|
|
|
1,604
|
|
|
2,522
|
|
||||
Shares attributable to 0.5% Exchangeable Senior Notes
|
5,858
|
|
|
5,858
|
|
|
5,858
|
|
|
5,858
|
|
||||
Diluted weighted-average shares
|
179,403
|
|
|
184,472
|
|
|
176,414
|
|
|
184,838
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other information:
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of antidilutive options and restricted stock units (b)
|
3,659
|
|
|
2,091
|
|
|
4,364
|
|
|
1,814
|
|
||||
Shares issued under stock incentive and employee stock purchase plans
|
483
|
|
|
1,265
|
|
|
10
|
|
|
588
|
|
(a)
|
Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued under performance-based restricted stock units and nonperformance-based restricted stock units.
|
(b)
|
Weighted-average number of antidilutive options and restricted stock units are based upon the average closing price of our common stock on the NYSE for the period.
|
|
|
|
|
Fair value
|
||||||
Financial Instrument
|
|
Fair value
hierarchy
|
|
April 30,
2016 |
|
October 31, 2015
|
||||
Marketable Securities
|
|
Level 2
|
|
|
|
$
|
10,001
|
|
||
Mortgage Loans Held for Sale
|
|
Level 2
|
|
$
|
124,677
|
|
|
$
|
123,175
|
|
Forward Loan Commitments — Residential Mortgage Loans Held for Sale
|
|
Level 2
|
|
$
|
(9
|
)
|
|
$
|
186
|
|
Interest Rate Lock Commitments (“IRLCs”)
|
|
Level 2
|
|
$
|
(104
|
)
|
|
$
|
(297
|
)
|
Forward Loan Commitments — IRLCs
|
|
Level 2
|
|
$
|
104
|
|
|
$
|
297
|
|
|
Aggregate unpaid
principal balance
|
|
Fair value
|
|
Excess
|
||||||
At April 30, 2016
|
$
|
123,293
|
|
|
$
|
124,677
|
|
|
$
|
1,384
|
|
At October 31, 2015
|
$
|
121,904
|
|
|
$
|
123,175
|
|
|
$
|
1,271
|
|
Three months ended:
|
Selling price
per unit
($ in thousands)
|
|
Sales pace
per year
(in units)
|
|
Discount rate
|
Fiscal 2016:
|
|
|
|
|
|
January 31
|
—
|
|
—
|
|
—
|
April 30
|
369 - 394
|
|
18 - 23
|
|
16.3%
|
|
|
|
|
|
|
Fiscal 2015:
|
|
|
|
|
|
January 31
|
289 - 680
|
|
1 - 7
|
|
13.5% - 16.0%
|
April 30
|
527 - 600
|
|
13 - 25
|
|
17.0%
|
July 31
|
788 - 1,298
|
|
4 - 8
|
|
15.5% - 16.2%
|
October 31
|
301 - 764
|
|
3 - 24
|
|
16.3% - 22.0%
|
|
|
|
Impaired operating communities
|
||||||||
Three months ended:
|
Number of
communities tested |
|
Number of
communities |
|
Fair value of
communities, net of impairment charges |
|
Impairment charges recognized
|
||||
Fiscal 2016:
|
|
|
|
|
|
|
|
||||
January 31
|
43
|
|
2
|
|
$
|
1,713
|
|
|
$
|
600
|
|
April 30
|
41
|
|
2
|
|
$
|
10,103
|
|
|
6,100
|
|
|
|
|
|
|
|
|
|
$
|
6,700
|
|
||
Fiscal 2015:
|
|
|
|
|
|
|
|
||||
January 31
|
58
|
|
4
|
|
$
|
24,968
|
|
|
$
|
900
|
|
April 30
|
52
|
|
1
|
|
$
|
16,235
|
|
|
11,100
|
|
|
July 31
|
40
|
|
3
|
|
$
|
13,527
|
|
|
6,000
|
|
|
October 31
|
44
|
|
3
|
|
$
|
8,726
|
|
|
4,300
|
|
|
|
|
|
|
|
|
|
$
|
22,300
|
|
|
|
|
April 30, 2016
|
|
October 31, 2015
|
||||||||||||
|
Fair value
hierarchy |
|
Book value
|
|
Estimated
fair value
|
|
Book value
|
|
Estimated
fair value
|
||||||||
Loans payable (a)
|
Level 2
|
|
$
|
712,362
|
|
|
$
|
711,704
|
|
|
$
|
1,001,702
|
|
|
$
|
1,001,366
|
|
Senior notes (b)
|
Level 1
|
|
2,707,376
|
|
|
2,845,571
|
|
|
2,707,376
|
|
|
2,877,039
|
|
||||
Mortgage company loan facility (c)
|
Level 2
|
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
||||
|
|
|
$
|
3,519,738
|
|
|
$
|
3,657,275
|
|
|
$
|
3,809,078
|
|
|
$
|
3,978,405
|
|
(a)
|
The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us for loans with similar terms and remaining maturities as of the applicable valuation date.
|
(b)
|
The estimated fair value of our senior notes is based upon their market prices as of the applicable valuation date.
|
(c)
|
We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest income
|
$
|
936
|
|
|
$
|
1,186
|
|
|
$
|
532
|
|
|
$
|
698
|
|
Income from ancillary businesses
|
7,421
|
|
|
13,725
|
|
|
3,692
|
|
|
2,886
|
|
||||
Gibraltar
|
6,249
|
|
|
4,019
|
|
|
5,421
|
|
|
3,197
|
|
||||
Management fee income from unconsolidated entities
|
4,515
|
|
|
6,390
|
|
|
2,408
|
|
|
3,411
|
|
||||
Retained customer deposits
|
3,669
|
|
|
2,312
|
|
|
1,556
|
|
|
972
|
|
||||
Income from land sales
|
4,491
|
|
|
7,350
|
|
|
493
|
|
|
2,533
|
|
||||
Other
|
1,072
|
|
|
953
|
|
|
531
|
|
|
222
|
|
||||
Total other income – net
|
$
|
28,353
|
|
|
$
|
35,935
|
|
|
$
|
14,633
|
|
|
$
|
13,919
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
54,132
|
|
|
$
|
56,227
|
|
|
$
|
29,263
|
|
|
$
|
24,947
|
|
Expenses
|
$
|
46,711
|
|
|
$
|
42,502
|
|
|
$
|
25,571
|
|
|
$
|
22,061
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
$
|
13,592
|
|
|
$
|
126,746
|
|
|
$
|
2,901
|
|
|
$
|
22,725
|
|
Deferred gain on land sale to joint venture
|
|
|
|
(9,260
|
)
|
|
|
|
|
|
|
||||
Expenses
|
(9,101
|
)
|
|
(110,136
|
)
|
|
(2,408
|
)
|
|
(20,192
|
)
|
||||
Income from land sales
|
$
|
4,491
|
|
|
$
|
7,350
|
|
|
$
|
493
|
|
|
$
|
2,533
|
|
|
April 30, 2016
|
|
October 31, 2015
|
||||
Aggregate purchase commitments:
|
|
|
|
||||
Unrelated parties
|
$
|
1,346,651
|
|
|
$
|
1,081,008
|
|
Unconsolidated entities that the Company has investments in
|
106,552
|
|
|
136,340
|
|
||
Total
|
$
|
1,453,203
|
|
|
$
|
1,217,348
|
|
Deposits against aggregate purchase commitments
|
$
|
81,477
|
|
|
$
|
79,072
|
|
Additional cash required to acquire land
|
1,371,726
|
|
|
1,138,276
|
|
||
Total
|
$
|
1,453,203
|
|
|
$
|
1,217,348
|
|
Amount of additional cash required to acquire land in accrued expenses
|
$
|
973
|
|
|
$
|
4,809
|
|
|
April 30,
2016 |
|
October 31, 2015
|
||||
Aggregate mortgage loan commitments:
|
|
|
|
||||
IRLCs
|
$
|
388,074
|
|
|
$
|
316,184
|
|
Non-IRLCs
|
1,252,343
|
|
|
941,243
|
|
||
Total
|
$
|
1,640,417
|
|
|
$
|
1,257,427
|
|
Investor commitments to purchase:
|
|
|
|
||||
IRLCs
|
$
|
388,074
|
|
|
$
|
316,184
|
|
Mortgage loans receivable
|
117,696
|
|
|
115,859
|
|
||
Total
|
$
|
505,770
|
|
|
$
|
432,043
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
286,492
|
|
|
$
|
282,454
|
|
|
$
|
165,674
|
|
|
$
|
150,018
|
|
Mid-Atlantic
|
356,395
|
|
|
350,891
|
|
|
186,587
|
|
|
187,503
|
|
||||
South
|
339,246
|
|
|
377,784
|
|
|
192,448
|
|
|
215,917
|
|
||||
West
|
325,625
|
|
|
276,418
|
|
|
188,367
|
|
|
154,065
|
|
||||
California
|
545,341
|
|
|
293,991
|
|
|
328,439
|
|
|
128,402
|
|
||||
Traditional Home Building
|
1,853,099
|
|
|
1,581,538
|
|
|
1,061,515
|
|
|
835,905
|
|
||||
City Living
|
191,024
|
|
|
124,497
|
|
|
54,042
|
|
|
16,678
|
|
||||
Total
|
$
|
2,044,123
|
|
|
$
|
1,706,035
|
|
|
$
|
1,115,557
|
|
|
$
|
852,583
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
16,306
|
|
|
$
|
13,431
|
|
|
$
|
8,273
|
|
|
$
|
2,864
|
|
Mid-Atlantic
|
37,870
|
|
|
40,819
|
|
|
20,887
|
|
|
22,095
|
|
||||
South
|
52,379
|
|
|
62,600
|
|
|
31,134
|
|
|
39,276
|
|
||||
West
|
43,851
|
|
|
44,975
|
|
|
24,163
|
|
|
24,554
|
|
||||
California
|
118,483
|
|
|
46,644
|
|
|
74,948
|
|
|
21,716
|
|
||||
Traditional Home Building
|
268,889
|
|
|
208,469
|
|
|
159,405
|
|
|
110,505
|
|
||||
City Living
|
59,916
|
|
|
58,005
|
|
|
16,235
|
|
|
6,660
|
|
||||
Corporate and other
|
(71,591
|
)
|
|
(55,919
|
)
|
|
(35,243
|
)
|
|
(30,633
|
)
|
||||
Total
|
$
|
257,214
|
|
|
$
|
210,555
|
|
|
$
|
140,397
|
|
|
$
|
86,532
|
|
|
April 30,
2016 |
|
October 31,
2015 |
||||
Traditional Home Building:
|
|
|
|
||||
North
|
$
|
1,111,095
|
|
|
$
|
1,061,777
|
|
Mid-Atlantic
|
1,237,266
|
|
|
1,225,988
|
|
||
South
|
1,264,039
|
|
|
1,196,650
|
|
||
West
|
1,060,473
|
|
|
949,566
|
|
||
California
|
2,289,180
|
|
|
2,243,309
|
|
||
Traditional Home Building
|
6,962,053
|
|
|
6,677,290
|
|
||
City Living
|
858,087
|
|
|
873,013
|
|
||
Corporate and other
|
1,144,085
|
|
|
1,656,212
|
|
||
Total
|
$
|
8,964,225
|
|
|
$
|
9,206,515
|
|
|
Six months ended April 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flow information:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
267
|
|
|
$
|
8,034
|
|
Income tax payments
|
$
|
72,767
|
|
|
$
|
140,867
|
|
Income tax refunds
|
$
|
2,001
|
|
|
$
|
165
|
|
Noncash activity:
|
|
|
|
||||
Cost of inventory acquired through seller financing or municipal bonds, net
|
$
|
10,647
|
|
|
$
|
45,732
|
|
Reduction in inventory for our share of earnings in land purchased from unconsolidated entities and allocation of basis difference
|
$
|
4,913
|
|
|
$
|
2,346
|
|
Defined benefit plan amendment
|
$
|
757
|
|
|
$
|
754
|
|
Deferred tax decrease related to stock based compensation activity included in additional paid-in capital
|
$
|
9,797
|
|
|
|
|
|
Increase in accrued expenses related to stock based compensation
|
$
|
6,236
|
|
|
|
|
|
Income tax benefit recognized in total comprehensive income
|
$
|
122
|
|
|
$
|
128
|
|
Transfer of investment in distressed loans and foreclosed real estate to investment in unconsolidated entities
|
$
|
5,917
|
|
|
|
|
|
Transfer of other assets to investment in unconsolidated entities
|
|
|
|
$
|
4,824
|
|
|
Unrealized gain (loss) on derivatives held by equity investees
|
$
|
50
|
|
|
$
|
(22
|
)
|
(Decrease) increase in investments in unconsolidated entities for change in the fair value of debt guarantees
|
$
|
(5
|
)
|
|
$
|
1,577
|
|
Miscellaneous decreases (increases) to investments in unconsolidated entities
|
$
|
102
|
|
|
$
|
(1,403
|
)
|
|
|
Original amount issued and amount outstanding at
|
||
|
|
April 30, 2016
|
||
8.91% Senior Notes due 2017
|
|
$
|
400,000
|
|
4.0% Senior Notes due 2018
|
|
$
|
350,000
|
|
6.75% Senior Notes due 2019
|
|
$
|
250,000
|
|
5.875% Senior Notes due 2022
|
|
$
|
419,876
|
|
4.375% Senior Notes due 2023
|
|
$
|
400,000
|
|
5.625% Senior Notes due 2024
|
|
$
|
250,000
|
|
4.875% Senior Notes due 2025
|
|
$
|
350,000
|
|
0.50% Exchangeable Senior Notes due 2032
|
|
$
|
287,500
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
291,821
|
|
|
131,357
|
|
|
—
|
|
|
423,178
|
|
Restricted cash and investments
|
15,228
|
|
|
|
|
|
|
|
13,669
|
|
|
|
|
28,897
|
|
||
Inventory
|
|
|
|
|
6,860,713
|
|
|
424,638
|
|
|
|
|
7,285,351
|
|
|||
Property, construction and office equipment, net
|
|
|
|
|
120,597
|
|
|
16,151
|
|
|
|
|
136,748
|
|
|||
Receivables, prepaid expenses and other assets
|
98
|
|
|
|
|
|
182,880
|
|
|
142,522
|
|
|
(54,363
|
)
|
|
271,137
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
124,677
|
|
|
|
|
124,677
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
63,432
|
|
|
4,206
|
|
|
|
|
67,638
|
|
|||
Investments in unconsolidated entities
|
|
|
|
|
102,640
|
|
|
321,628
|
|
|
|
|
424,268
|
|
|||
Investments in foreclosed real estate and distressed loans
|
|
|
|
|
|
|
|
14,576
|
|
|
|
|
14,576
|
|
|||
Investments in and advances to consolidated entities
|
4,037,451
|
|
|
2,738,380
|
|
|
4,740
|
|
|
|
|
|
(6,780,571
|
)
|
|
—
|
|
Deferred tax assets, net of valuation allowances
|
187,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,755
|
|
|
4,240,532
|
|
|
2,738,380
|
|
|
7,626,823
|
|
|
1,193,424
|
|
|
(6,834,934
|
)
|
|
8,964,225
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
711,293
|
|
|
|
|
|
|
|
711,293
|
|
|||
Senior notes
|
|
|
2,676,778
|
|
|
|
|
|
|
15,283
|
|
|
2,692,061
|
|
|||
Mortgage company loan facility
|
|
|
|
|
|
|
100,000
|
|
|
|
|
100,000
|
|
||||
Customer deposits
|
|
|
|
|
318,293
|
|
|
9,965
|
|
|
|
|
328,258
|
|
|||
Accounts payable
|
|
|
|
|
279,987
|
|
|
1,087
|
|
|
|
|
281,074
|
|
|||
Accrued expenses
|
|
|
33,595
|
|
|
371,576
|
|
|
255,928
|
|
|
(55,901
|
)
|
|
605,198
|
|
|
Advances from consolidated entities
|
|
|
|
|
|
1,833,805
|
|
|
713,316
|
|
|
(2,547,121
|
)
|
|
—
|
|
|
Income taxes payable
|
81,393
|
|
|
|
|
|
|
|
|
|
|
|
81,393
|
|
|||
Total liabilities
|
81,393
|
|
|
2,710,373
|
|
|
3,514,954
|
|
|
1,080,296
|
|
|
(2,587,739
|
)
|
|
4,799,277
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,779
|
|
|
|
|
48
|
|
|
3,006
|
|
|
(3,054
|
)
|
|
1,779
|
|
|
Additional paid-in capital
|
718,013
|
|
|
49,400
|
|
|
|
|
|
1,734
|
|
|
(51,134
|
)
|
|
718,013
|
|
Retained earnings (deficits)
|
3,757,436
|
|
|
(21,393
|
)
|
|
4,111,821
|
|
|
102,579
|
|
|
(4,193,007
|
)
|
|
3,757,436
|
|
Treasury stock, at cost
|
(315,479
|
)
|
|
|
|
|
|
|
|
|
|
(315,479
|
)
|
||||
Accumulated other comprehensive loss
|
(2,610
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(2,610
|
)
|
||
Total stockholders’ equity
|
4,159,139
|
|
|
28,007
|
|
|
4,111,869
|
|
|
107,319
|
|
|
(4,247,195
|
)
|
|
4,159,139
|
|
Noncontrolling interest
|
|
|
|
|
|
|
5,809
|
|
|
|
|
5,809
|
|
||||
Total equity
|
4,159,139
|
|
|
28,007
|
|
|
4,111,869
|
|
|
113,128
|
|
|
(4,247,195
|
)
|
|
4,164,948
|
|
|
4,240,532
|
|
|
2,738,380
|
|
|
7,626,823
|
|
|
1,193,424
|
|
|
(6,834,934
|
)
|
|
8,964,225
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
783,599
|
|
|
135,394
|
|
|
—
|
|
|
918,993
|
|
Marketable securities
|
|
|
|
|
|
|
|
10,001
|
|
|
|
|
10,001
|
|
|||
Restricted cash and investments
|
15,227
|
|
|
|
|
499
|
|
|
1,069
|
|
|
|
|
16,795
|
|
||
Inventory
|
|
|
|
|
6,530,698
|
|
|
466,818
|
|
|
|
|
6,997,516
|
|
|||
Property, construction and office equipment, net
|
|
|
|
|
121,178
|
|
|
15,577
|
|
|
|
|
136,755
|
|
|||
Receivables, prepaid expenses and other assets
|
52
|
|
|
|
|
|
149,268
|
|
|
178,680
|
|
|
(43,870
|
)
|
|
284,130
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
123,175
|
|
|
|
|
123,175
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
51,767
|
|
|
4,338
|
|
|
|
|
56,105
|
|
|||
Investments in unconsolidated entities
|
|
|
|
|
115,999
|
|
|
296,861
|
|
|
|
|
412,860
|
|
|||
Investments in foreclosed real estate and distressed loans
|
|
|
|
|
|
|
|
|
|
51,730
|
|
|
|
|
|
51,730
|
|
Investments in and advances to consolidated entities
|
4,067,722
|
|
|
2,726,428
|
|
|
4,740
|
|
|
|
|
|
(6,798,890
|
)
|
|
—
|
|
Deferred tax assets, net of valuation allowances
|
198,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198,455
|
|
|
4,281,456
|
|
|
2,726,428
|
|
|
7,757,748
|
|
|
1,283,643
|
|
|
(6,842,760
|
)
|
|
9,206,515
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
1,000,439
|
|
|
|
|
|
|
|
1,000,439
|
|
|||
Senior notes
|
|
|
2,669,860
|
|
|
|
|
|
|
19,941
|
|
|
2,689,801
|
|
|||
Mortgage company loan facility
|
|
|
|
|
|
|
100,000
|
|
|
|
|
100,000
|
|
||||
Customer deposits
|
|
|
|
|
271,124
|
|
|
13,185
|
|
|
|
|
284,309
|
|
|||
Accounts payable
|
|
|
|
|
236,436
|
|
|
517
|
|
|
|
|
236,953
|
|
|||
Accrued expenses
|
|
|
25,699
|
|
|
361,089
|
|
|
266,411
|
|
|
(45,133
|
)
|
|
608,066
|
|
|
Advances from consolidated entities
|
|
|
|
|
|
1,932,075
|
|
|
850,374
|
|
|
(2,782,449
|
)
|
|
—
|
|
|
Income taxes payable
|
58,868
|
|
|
|
|
|
|
|
|
|
|
|
58,868
|
|
|||
Total liabilities
|
58,868
|
|
|
2,695,559
|
|
|
3,801,163
|
|
|
1,230,487
|
|
|
(2,807,641
|
)
|
|
4,978,436
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,779
|
|
|
|
|
48
|
|
|
3,006
|
|
|
(3,054
|
)
|
|
1,779
|
|
|
Additional paid-in capital
|
728,125
|
|
|
49,400
|
|
|
|
|
|
1,734
|
|
|
(51,134
|
)
|
|
728,125
|
|
Retained earnings (deficits)
|
3,595,202
|
|
|
(18,531
|
)
|
|
3,956,568
|
|
|
42,894
|
|
|
(3,980,931
|
)
|
|
3,595,202
|
|
Treasury stock, at cost
|
(100,040
|
)
|
|
|
|
|
|
|
|
|
|
(100,040
|
)
|
||||
Accumulated other comprehensive loss
|
(2,478
|
)
|
|
|
|
(31
|
)
|
|
|
|
|
|
|
(2,509
|
)
|
||
Total stockholders’ equity
|
4,222,588
|
|
|
30,869
|
|
|
3,956,585
|
|
|
47,634
|
|
|
(4,035,119
|
)
|
|
4,222,557
|
|
Noncontrolling interest
|
|
|
|
|
|
|
5,522
|
|
|
|
|
5,522
|
|
||||
Total equity
|
4,222,588
|
|
|
30,869
|
|
|
3,956,585
|
|
|
53,156
|
|
|
(4,035,119
|
)
|
|
4,228,079
|
|
|
4,281,456
|
|
|
2,726,428
|
|
|
7,757,748
|
|
|
1,283,643
|
|
|
(6,842,760
|
)
|
|
9,206,515
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
1,874,962
|
|
|
225,750
|
|
|
(56,589
|
)
|
|
2,044,123
|
|
||
Cost of revenues
|
|
|
|
|
1,478,061
|
|
|
110,867
|
|
|
(6,046
|
)
|
|
1,582,882
|
|
||
Selling, general and administrative
|
22
|
|
|
1,920
|
|
|
260,530
|
|
|
35,201
|
|
|
(47,537
|
)
|
|
250,136
|
|
|
22
|
|
|
1,920
|
|
|
1,738,591
|
|
|
146,068
|
|
|
(53,583
|
)
|
|
1,833,018
|
|
Income (loss) from operations
|
(22
|
)
|
|
(1,920
|
)
|
|
136,371
|
|
|
79,682
|
|
|
(3,006
|
)
|
|
211,105
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
10,333
|
|
|
7,423
|
|
|
|
|
17,756
|
|
|||
Other income
–
net
|
4,711
|
|
|
|
|
|
13,395
|
|
|
10,539
|
|
|
(292
|
)
|
|
28,353
|
|
Intercompany interest income
|
|
|
72,977
|
|
|
|
|
|
|
|
|
(72,977
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(75,714
|
)
|
|
|
|
|
(563
|
)
|
|
76,277
|
|
|
—
|
|
|
Income from subsidiaries
|
252,525
|
|
|
|
|
92,425
|
|
|
|
|
(344,950
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
257,214
|
|
|
(4,657
|
)
|
|
252,524
|
|
|
97,081
|
|
|
(344,948
|
)
|
|
257,214
|
|
Income tax provision (benefit)
|
94,980
|
|
|
(1,794
|
)
|
|
97,272
|
|
|
37,396
|
|
|
(132,874
|
)
|
|
94,980
|
|
Net income (loss)
|
162,234
|
|
|
(2,863
|
)
|
|
155,252
|
|
|
59,685
|
|
|
(212,074
|
)
|
|
162,234
|
|
Other comprehensive (loss) income
|
(132
|
)
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
(101
|
)
|
Total comprehensive income (loss)
|
162,102
|
|
|
(2,863
|
)
|
|
155,283
|
|
|
59,685
|
|
|
(212,074
|
)
|
|
162,133
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
1,724,050
|
|
|
33,152
|
|
|
(51,167
|
)
|
|
1,706,035
|
|
||
Cost of revenues
|
|
|
|
|
1,332,727
|
|
|
3,095
|
|
|
(7,278
|
)
|
|
1,328,544
|
|
||
Selling, general and administrative
|
37
|
|
|
1,822
|
|
|
226,194
|
|
|
27,090
|
|
|
(41,144
|
)
|
|
213,999
|
|
|
37
|
|
|
1,822
|
|
|
1,558,921
|
|
|
30,185
|
|
|
(48,422
|
)
|
|
1,542,543
|
|
Income (loss) from operations
|
(37
|
)
|
|
(1,822
|
)
|
|
165,129
|
|
|
2,967
|
|
|
(2,745
|
)
|
|
163,492
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
7,434
|
|
|
3,694
|
|
|
|
|
11,128
|
|
|||
Other income
–
net
|
4,670
|
|
|
|
|
|
18,033
|
|
|
13,588
|
|
|
(356
|
)
|
|
35,935
|
|
Intercompany interest income
|
|
|
72,393
|
|
|
|
|
|
|
|
|
(72,393
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(75,228
|
)
|
|
|
|
|
(266
|
)
|
|
75,494
|
|
|
—
|
|
|
Income from subsidiaries
|
205,922
|
|
|
|
|
15,326
|
|
|
|
|
(221,248
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
210,555
|
|
|
(4,657
|
)
|
|
205,922
|
|
|
19,983
|
|
|
(221,248
|
)
|
|
210,555
|
|
Income tax provision (benefit)
|
61,300
|
|
|
(1,762
|
)
|
|
77,900
|
|
|
7,559
|
|
|
(83,697
|
)
|
|
61,300
|
|
Net income (loss)
|
149,255
|
|
|
(2,895
|
)
|
|
128,022
|
|
|
12,424
|
|
|
(137,551
|
)
|
|
149,255
|
|
Other comprehensive loss
|
(201
|
)
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
(213
|
)
|
Total comprehensive income (loss)
|
149,054
|
|
|
(2,895
|
)
|
|
128,010
|
|
|
12,424
|
|
|
(137,551
|
)
|
|
149,042
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
1,090,366
|
|
|
55,527
|
|
|
(30,336
|
)
|
|
1,115,557
|
|
||
Cost of revenues
|
|
|
|
|
853,260
|
|
|
20,780
|
|
|
(3,469
|
)
|
|
870,571
|
|
||
Selling, general and administrative
|
10
|
|
|
951
|
|
|
134,625
|
|
|
17,228
|
|
|
(24,474
|
)
|
|
128,340
|
|
|
10
|
|
|
951
|
|
|
987,885
|
|
|
38,008
|
|
|
(27,943
|
)
|
|
998,911
|
|
Income (loss) from operations
|
(10
|
)
|
|
(951
|
)
|
|
102,481
|
|
|
17,519
|
|
|
(2,393
|
)
|
|
116,646
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
7,336
|
|
|
1,782
|
|
|
|
|
9,118
|
|
|||
Other income
–
net
|
2,320
|
|
|
|
|
|
5,226
|
|
|
6,346
|
|
|
741
|
|
|
14,633
|
|
Intercompany interest income
|
|
|
36,480
|
|
|
|
|
|
|
|
|
(36,480
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(37,819
|
)
|
|
|
|
|
(315
|
)
|
|
38,134
|
|
|
—
|
|
|
Income from subsidiaries
|
138,087
|
|
|
|
|
23,043
|
|
|
|
|
(161,130
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
140,397
|
|
|
(2,290
|
)
|
|
138,086
|
|
|
25,332
|
|
|
(161,128
|
)
|
|
140,397
|
|
Income tax provision (benefit)
|
51,343
|
|
|
(882
|
)
|
|
53,168
|
|
|
9,744
|
|
|
(62,030
|
)
|
|
51,343
|
|
Net income (loss)
|
89,054
|
|
|
(1,408
|
)
|
|
84,918
|
|
|
15,588
|
|
|
(99,098
|
)
|
|
89,054
|
|
Other comprehensive loss
|
155
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
159
|
|
Total comprehensive income (loss)
|
89,209
|
|
|
(1,408
|
)
|
|
84,922
|
|
|
15,588
|
|
|
(99,098
|
)
|
|
89,213
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
861,896
|
|
|
17,550
|
|
|
(26,863
|
)
|
|
852,583
|
|
||
Cost of revenues
|
|
|
|
|
680,515
|
|
|
1,429
|
|
|
(3,432
|
)
|
|
678,512
|
|
||
Selling, general and administrative
|
23
|
|
|
914
|
|
|
114,151
|
|
|
13,701
|
|
|
(21,104
|
)
|
|
107,685
|
|
|
23
|
|
|
914
|
|
|
794,666
|
|
|
15,130
|
|
|
(24,536
|
)
|
|
786,197
|
|
Income (loss) from operations
|
(23
|
)
|
|
(914
|
)
|
|
67,230
|
|
|
2,420
|
|
|
(2,327
|
)
|
|
66,386
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
2,712
|
|
|
3,515
|
|
|
|
|
6,227
|
|
|||
Other income
–
net
|
2,300
|
|
|
|
|
|
7,800
|
|
|
3,003
|
|
|
816
|
|
|
13,919
|
|
Intercompany interest income
|
|
|
36,200
|
|
|
|
|
|
|
|
|
(36,200
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(37,576
|
)
|
|
|
|
|
(135
|
)
|
|
37,711
|
|
|
—
|
|
|
Income from subsidiaries
|
84,255
|
|
|
|
|
6,513
|
|
|
|
|
(90,768
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
86,532
|
|
|
(2,290
|
)
|
|
84,255
|
|
|
8,803
|
|
|
(90,768
|
)
|
|
86,532
|
|
Income tax provision (benefit)
|
18,602
|
|
|
(871
|
)
|
|
32,093
|
|
|
3,349
|
|
|
(34,571
|
)
|
|
18,602
|
|
Net income (loss)
|
67,930
|
|
|
(1,419
|
)
|
|
52,162
|
|
|
5,454
|
|
|
(56,197
|
)
|
|
67,930
|
|
Other comprehensive income (loss)
|
(23
|
)
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
(30
|
)
|
Total comprehensive income (loss)
|
67,907
|
|
|
(1,419
|
)
|
|
52,155
|
|
|
5,454
|
|
|
(56,197
|
)
|
|
67,900
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Net cash (used in) provided by operating activities
|
45,565
|
|
|
11,996
|
|
|
(166,251
|
)
|
|
104,238
|
|
|
(11,428
|
)
|
|
(15,880
|
)
|
Cash flow provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment - net
|
|
|
|
|
(6,626
|
)
|
|
(698
|
)
|
|
|
|
(7,324
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
10,000
|
|
|||
Investment in unconsolidated entities
|
|
|
|
|
(1,763
|
)
|
|
(19,620
|
)
|
|
|
|
(21,383
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
22,236
|
|
|
6,242
|
|
|
|
|
28,478
|
|
|||
Investment in foreclosed real estate and distressed loans
|
|
|
|
|
|
|
|
(866
|
)
|
|
|
|
(866
|
)
|
|||
Return of investments in foreclosed real estate and distressed loans
|
|
|
|
|
|
|
33,435
|
|
|
|
|
33,435
|
|
||||
Dividend received - intercompany
|
|
|
|
|
5,000
|
|
|
|
|
|
(5,000
|
)
|
|
—
|
|
||
Intercompany advances
|
179,030
|
|
|
(11,953
|
)
|
|
|
|
|
|
|
(167,077
|
)
|
|
—
|
|
|
Net cash provided by (used in) investing activities
|
179,030
|
|
|
(11,953
|
)
|
|
18,847
|
|
|
28,493
|
|
|
(172,077
|
)
|
|
42,340
|
|
Cash flow used in financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt issuance costs for senior notes
|
|
|
(43
|
)
|
|
|
|
|
|
|
|
|
(43
|
)
|
|||
Proceeds from loans payable
|
|
|
|
|
100,000
|
|
|
721,984
|
|
|
|
|
821,984
|
|
|||
Principal payments of loans payable
|
|
|
|
|
(397,927
|
)
|
|
(721,984
|
)
|
|
|
|
(1,119,911
|
)
|
|||
Proceeds from stock-based benefit plans
|
5,003
|
|
|
|
|
|
|
|
|
|
|
5,003
|
|
||||
Excess tax benefits from stock-based compensation
|
665
|
|
|
|
|
|
|
|
|
|
|
665
|
|
||||
Purchase of treasury stock
|
(230,263
|
)
|
|
|
|
|
|
|
|
|
|
(230,263
|
)
|
||||
Receipts related to noncontrolling interest, net
|
|
|
|
|
|
|
|
290
|
|
|
|
|
290
|
|
|||
Dividend paid - intercompany
|
|
|
|
|
|
|
|
(5,000
|
)
|
|
5,000
|
|
|
—
|
|
||
Intercompany advances
|
|
|
|
|
|
(46,447
|
)
|
|
(132,058
|
)
|
|
178,505
|
|
|
—
|
|
|
Net cash used in financing activities
|
(224,595
|
)
|
|
(43
|
)
|
|
(344,374
|
)
|
|
(136,768
|
)
|
|
183,505
|
|
|
(522,275
|
)
|
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(491,778
|
)
|
|
(4,037
|
)
|
|
—
|
|
|
(495,815
|
)
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
783,599
|
|
|
135,394
|
|
|
—
|
|
|
918,993
|
|
Cash and cash equivalents, end of period
|
—
|
|
|
—
|
|
|
291,821
|
|
|
131,357
|
|
|
—
|
|
|
423,178
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Net cash (used in) provided by operating activities
|
(48,714
|
)
|
|
4,290
|
|
|
15,173
|
|
|
(2,631
|
)
|
|
(6,060
|
)
|
|
(37,942
|
)
|
Cash flow (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment — net
|
|
|
|
|
(5,037
|
)
|
|
(847
|
)
|
|
|
|
(5,884
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
2,000
|
|
|
|
|
|
|
|
2,000
|
|
|||
Investments in unconsolidated entities
|
|
|
|
|
(2,253
|
)
|
|
(25,452
|
)
|
|
|
|
(27,705
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
5,797
|
|
|
4,840
|
|
|
|
|
10,637
|
|
|||
Investment in foreclosed real estate and distressed loans
|
|
|
|
|
|
|
|
(1,697
|
)
|
|
|
|
(1,697
|
)
|
|||
Return of investments in foreclosed real estate and distressed loans
|
|
|
|
|
|
|
|
14,592
|
|
|
|
|
14,592
|
|
|||
Net increase in cash from purchase of joint venture interest
|
|
|
|
|
3,848
|
|
|
|
|
|
|
3,848
|
|
||||
Intercompany advances
|
18,228
|
|
|
(4,290
|
)
|
|
|
|
|
|
(13,938
|
)
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
18,228
|
|
|
(4,290
|
)
|
|
4,355
|
|
|
(8,564
|
)
|
|
(13,938
|
)
|
|
(4,209
|
)
|
Cash flow (used in) provided by financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from loans payable
|
|
|
|
|
|
|
529,053
|
|
|
|
|
529,053
|
|
||||
Principal payments of loans payable
|
|
|
|
|
(22,556
|
)
|
|
(550,282
|
)
|
|
|
|
(572,838
|
)
|
|||
Proceeds from stock-based benefit plans
|
34,057
|
|
|
|
|
|
|
|
|
|
|
34,057
|
|
||||
Excess tax benefits from stock-based compensation
|
3,045
|
|
|
|
|
|
|
|
|
|
|
3,045
|
|
||||
Purchase of treasury stock
|
(6,616
|
)
|
|
|
|
|
|
|
|
|
|
(6,616
|
)
|
||||
Receipts related to noncontrolling interest
|
|
|
|
|
|
|
|
1,292
|
|
|
|
|
1,292
|
|
|||
Intercompany advances
|
|
|
|
|
|
(63,450
|
)
|
|
43,452
|
|
|
19,998
|
|
|
—
|
|
|
Net cash (used in) provided by financing activities
|
30,486
|
|
|
—
|
|
|
(86,006
|
)
|
|
23,515
|
|
|
19,998
|
|
|
(12,007
|
)
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(66,478
|
)
|
|
12,320
|
|
|
—
|
|
|
(54,158
|
)
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
455,714
|
|
|
130,601
|
|
|
—
|
|
|
586,315
|
|
Cash and cash equivalents, end of period
|
—
|
|
|
—
|
|
|
389,236
|
|
|
142,921
|
|
|
—
|
|
|
532,157
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||||||||||
|
2016
Units |
|
2015
Units |
|
2016
$ |
|
2015
$ |
|
2016
Units |
|
2015
Units |
|
2016
$ |
|
2015
$ |
||||||||||||
Deliveries
|
71
|
|
|
62
|
|
|
$
|
191.0
|
|
|
$
|
124.5
|
|
|
26
|
|
|
14
|
|
|
$
|
54.0
|
|
|
$
|
16.7
|
|
Net contracts signed
|
124
|
|
|
113
|
|
|
$
|
258.4
|
|
|
$
|
209.9
|
|
|
63
|
|
|
89
|
|
|
$
|
122.0
|
|
|
$
|
148.9
|
|
|
At April 30,
|
|
At October 31,
|
||||||||||||||||||||||||
|
2016
Units |
|
2015
Units |
|
2016
$ |
|
2015
$ |
|
2015
Units |
|
2014
Units |
|
2015
$ |
|
2014
$ |
||||||||||||
Backlog
|
288
|
|
|
250
|
|
|
$
|
700.5
|
|
|
$
|
521.5
|
|
|
235
|
|
|
199
|
|
|
$
|
633.2
|
|
|
$
|
436.1
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Revenues
|
$
|
2,044.1
|
|
|
$
|
1,706.0
|
|
|
20
|
%
|
|
$
|
1,115.6
|
|
|
$
|
852.6
|
|
|
31
|
%
|
Cost of revenues
|
1,582.9
|
|
|
1,328.5
|
|
|
19
|
%
|
|
870.6
|
|
|
678.5
|
|
|
28
|
%
|
||||
Selling, general and administrative
|
250.1
|
|
|
214.0
|
|
|
17
|
%
|
|
128.3
|
|
|
107.7
|
|
|
19
|
%
|
||||
|
1,833.0
|
|
|
1,542.5
|
|
|
19
|
%
|
|
998.9
|
|
|
786.2
|
|
|
27
|
%
|
||||
Income from operations
|
211.1
|
|
|
163.5
|
|
|
29
|
%
|
|
116.6
|
|
|
66.4
|
|
|
76
|
%
|
||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from unconsolidated entities
|
17.8
|
|
|
11.1
|
|
|
60
|
%
|
|
9.1
|
|
|
6.2
|
|
|
47
|
%
|
||||
Other income – net
|
28.4
|
|
|
35.9
|
|
|
(21
|
)%
|
|
14.6
|
|
|
13.9
|
|
|
5
|
%
|
||||
Income before income taxes
|
257.2
|
|
|
210.6
|
|
|
22
|
%
|
|
140.4
|
|
|
86.5
|
|
|
62
|
%
|
||||
Income tax provision
|
95.0
|
|
|
61.3
|
|
|
55
|
%
|
|
51.3
|
|
|
18.6
|
|
|
176
|
%
|
||||
Net income
|
$
|
162.2
|
|
|
$
|
149.3
|
|
|
9
|
%
|
|
$
|
89.1
|
|
|
$
|
67.9
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues as a percentage of revenues
|
77.4
|
%
|
|
77.9
|
%
|
|
(1
|
)%
|
|
78.0
|
%
|
|
79.6
|
%
|
|
(2
|
)%
|
||||
SG&A as a percentage of revenues
|
12.2
|
%
|
|
12.5
|
%
|
|
(2
|
)%
|
|
11.5
|
%
|
|
12.6
|
%
|
|
(9
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deliveries - units
|
2,367
|
|
|
2,286
|
|
|
4
|
%
|
|
1,304
|
|
|
1,195
|
|
|
9
|
%
|
||||
Deliveries - average selling price ($ amount in thousands)
|
$
|
863.6
|
|
|
$
|
746.3
|
|
|
16
|
%
|
|
$
|
855.5
|
|
|
$
|
713.5
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net contracts signed - dollars
|
$
|
2,732.3
|
|
|
$
|
2,468.8
|
|
|
11
|
%
|
|
$
|
1,645.2
|
|
|
$
|
1,595.6
|
|
|
3
|
%
|
Net contracts signed - units
|
3,243
|
|
|
2,994
|
|
|
8
|
%
|
|
1,993
|
|
|
1,931
|
|
|
3
|
%
|
||||
Net contracts signed - average selling price ($ amount in thousands)
|
$
|
842.5
|
|
|
$
|
824.6
|
|
|
2
|
%
|
|
$
|
825.5
|
|
|
$
|
826.3
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Backlog - dollars
|
$
|
4,192.1
|
|
|
$
|
3,482.5
|
|
|
20
|
%
|
|
|
|
|
|
|
|||||
Backlog - units
|
4,940
|
|
|
4,387
|
|
|
13
|
%
|
|
|
|
|
|
|
|||||||
Backlog - average selling price ($ amount in thousands)
|
$
|
848.6
|
|
|
$
|
793.8
|
|
|
7
|
%
|
|
|
|
|
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income from ancillary businesses
|
$
|
7,421
|
|
|
$
|
13,725
|
|
|
$
|
3,692
|
|
|
$
|
2,886
|
|
Gibraltar
|
6,249
|
|
|
4,019
|
|
|
5,421
|
|
|
3,197
|
|
||||
Management fee income from unconsolidated entities
|
4,515
|
|
|
6,390
|
|
|
2,408
|
|
|
3,411
|
|
||||
Income from land sales
|
4,491
|
|
|
7,350
|
|
|
493
|
|
|
2,533
|
|
||||
Other
|
5,677
|
|
|
4,451
|
|
|
2,619
|
|
|
1,892
|
|
||||
Total other income – net
|
$
|
28,353
|
|
|
$
|
35,935
|
|
|
$
|
14,633
|
|
|
$
|
13,919
|
|
|
Six months ended April 30,
|
|||||||||||||||||||||||||||||
|
Revenues
(in millions)
|
|
Units Delivered
|
|
Average Delivered Price
(in thousands)
|
|||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
North
|
$
|
286.5
|
|
|
$
|
282.4
|
|
|
1
|
%
|
|
415
|
|
|
448
|
|
|
(7
|
)%
|
|
$
|
690.4
|
|
|
$
|
630.4
|
|
|
10
|
%
|
Mid-Atlantic
|
356.4
|
|
|
350.9
|
|
|
2
|
%
|
|
579
|
|
|
565
|
|
|
2
|
%
|
|
615.5
|
|
|
621.1
|
|
|
(1
|
)%
|
||||
South
|
339.3
|
|
|
377.8
|
|
|
(10
|
)%
|
|
437
|
|
|
525
|
|
|
(17
|
)%
|
|
776.4
|
|
|
719.6
|
|
|
8
|
%
|
||||
West
|
325.6
|
|
|
276.4
|
|
|
18
|
%
|
|
490
|
|
|
411
|
|
|
19
|
%
|
|
664.5
|
|
|
672.5
|
|
|
(1
|
)%
|
||||
California
|
545.3
|
|
|
294.0
|
|
|
85
|
%
|
|
375
|
|
|
275
|
|
|
36
|
%
|
|
1,454.1
|
|
|
1,069.1
|
|
|
36
|
%
|
||||
Traditional Home Building
|
1,853.1
|
|
|
1,581.5
|
|
|
17
|
%
|
|
2,296
|
|
|
2,224
|
|
|
3
|
%
|
|
807.1
|
|
|
711.1
|
|
|
14
|
%
|
||||
City Living
|
191.0
|
|
|
124.5
|
|
|
53
|
%
|
|
71
|
|
|
62
|
|
|
15
|
%
|
|
2,690.1
|
|
|
2,008.1
|
|
|
34
|
%
|
||||
Total
|
$
|
2,044.1
|
|
|
$
|
1,706.0
|
|
|
20
|
%
|
|
2,367
|
|
|
2,286
|
|
|
4
|
%
|
|
$
|
863.6
|
|
|
$
|
746.3
|
|
|
16
|
%
|
|
Three months ended April 30,
|
|||||||||||||||||||||||||||||
|
Revenues
(in millions)
|
|
Units Delivered
|
|
Average Delivered Price
(in thousands)
|
|||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
North
|
$
|
165.7
|
|
|
$
|
150.0
|
|
|
10
|
%
|
|
235
|
|
|
238
|
|
|
(1
|
)%
|
|
$
|
705.0
|
|
|
$
|
630.3
|
|
|
12
|
%
|
Mid-Atlantic
|
186.6
|
|
|
187.5
|
|
|
—
|
%
|
|
300
|
|
|
303
|
|
|
(1
|
)%
|
|
622.0
|
|
|
618.8
|
|
|
1
|
%
|
||||
South
|
192.5
|
|
|
215.9
|
|
|
(11
|
)%
|
|
239
|
|
|
289
|
|
|
(17
|
)%
|
|
805.2
|
|
|
747.1
|
|
|
8
|
%
|
||||
West
|
188.4
|
|
|
154.1
|
|
|
22
|
%
|
|
288
|
|
|
231
|
|
|
25
|
%
|
|
654.1
|
|
|
666.9
|
|
|
(2
|
)%
|
||||
California
|
328.4
|
|
|
128.4
|
|
|
156
|
%
|
|
216
|
|
|
120
|
|
|
80
|
%
|
|
1,520.5
|
|
|
1,070.0
|
|
|
42
|
%
|
||||
Traditional Home Building
|
1,061.6
|
|
|
835.9
|
|
|
27
|
%
|
|
1,278
|
|
|
1,181
|
|
|
8
|
%
|
|
830.6
|
|
|
707.8
|
|
|
17
|
%
|
||||
City Living
|
54.0
|
|
|
16.7
|
|
|
223
|
%
|
|
26
|
|
|
14
|
|
|
86
|
%
|
|
2,078.5
|
|
|
1,191.3
|
|
|
74
|
%
|
||||
Total
|
$
|
1,115.6
|
|
|
$
|
852.6
|
|
|
31
|
%
|
|
1,304
|
|
|
1,195
|
|
|
9
|
%
|
|
$
|
855.5
|
|
|
$
|
713.5
|
|
|
20
|
%
|
|
Six months ended April 30,
|
|||||||||||||||||||||||||||||
|
Net Contract Value
(in millions)
|
|
Net Contracted Units
|
|
Average Contracted Price
(in thousands)
|
|||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
North
|
$
|
403.0
|
|
|
$
|
347.0
|
|
|
16
|
%
|
|
571
|
|
|
556
|
|
|
3
|
%
|
|
$
|
705.8
|
|
|
$
|
624.1
|
|
|
13
|
%
|
Mid-Atlantic
|
495.7
|
|
|
406.7
|
|
|
22
|
%
|
|
802
|
|
|
639
|
|
|
26
|
%
|
|
618.1
|
|
|
636.5
|
|
|
(3
|
)%
|
||||
South
|
432.9
|
|
|
457.8
|
|
|
(5
|
)%
|
|
577
|
|
|
555
|
|
|
4
|
%
|
|
750.3
|
|
|
824.9
|
|
|
(9
|
)%
|
||||
West
|
540.8
|
|
|
387.1
|
|
|
40
|
%
|
|
747
|
|
|
567
|
|
|
32
|
%
|
|
724.0
|
|
|
682.7
|
|
|
6
|
%
|
||||
California
|
661.6
|
|
|
738.3
|
|
|
(10
|
)%
|
|
437
|
|
|
593
|
|
|
(26
|
)%
|
|
1,514.0
|
|
|
1,245.0
|
|
|
22
|
%
|
||||
Traditional Home Building
|
2,534.0
|
|
|
2,336.9
|
|
|
8
|
%
|
|
3,134
|
|
|
2,910
|
|
|
8
|
%
|
|
808.6
|
|
|
803.1
|
|
|
1
|
%
|
||||
City Living
|
198.3
|
|
|
131.9
|
|
|
50
|
%
|
|
109
|
|
|
84
|
|
|
30
|
%
|
|
1,819.3
|
|
|
1,570.2
|
|
|
16
|
%
|
||||
Total
|
$
|
2,732.3
|
|
|
$
|
2,468.8
|
|
|
11
|
%
|
|
3,243
|
|
|
2,994
|
|
|
8
|
%
|
|
$
|
842.5
|
|
|
$
|
824.6
|
|
|
2
|
%
|
|
Three months ended April 30,
|
|||||||||||||||||||||||||||||
|
Net Contract Value
(in millions)
|
|
Net Contracted Units
|
|
Average Contracted Price
(in thousands)
|
|||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
North
|
$
|
230.4
|
|
|
$
|
236.4
|
|
|
(3
|
)%
|
|
327
|
|
|
379
|
|
|
(14
|
)%
|
|
$
|
704.5
|
|
|
$
|
623.8
|
|
|
13
|
%
|
Mid-Atlantic
|
308.6
|
|
|
259.0
|
|
|
19
|
%
|
|
502
|
|
|
415
|
|
|
21
|
%
|
|
614.8
|
|
|
624.0
|
|
|
(1
|
)%
|
||||
South
|
266.0
|
|
|
288.4
|
|
|
(8
|
)%
|
|
367
|
|
|
356
|
|
|
3
|
%
|
|
724.7
|
|
|
810.3
|
|
|
(11
|
)%
|
||||
West
|
340.6
|
|
|
238.7
|
|
|
43
|
%
|
|
466
|
|
|
348
|
|
|
34
|
%
|
|
730.9
|
|
|
685.8
|
|
|
7
|
%
|
||||
California
|
408.5
|
|
|
484.9
|
|
|
(16
|
)%
|
|
275
|
|
|
368
|
|
|
(25
|
)%
|
|
1,485.5
|
|
|
1,317.7
|
|
|
13
|
%
|
||||
Traditional Home Building
|
1,554.1
|
|
|
1,507.4
|
|
|
3
|
%
|
|
1,937
|
|
|
1,866
|
|
|
4
|
%
|
|
802.3
|
|
|
807.8
|
|
|
(1
|
)%
|
||||
City Living
|
91.1
|
|
|
88.2
|
|
|
3
|
%
|
|
56
|
|
|
65
|
|
|
(14
|
)%
|
|
1,627.7
|
|
|
1,356.7
|
|
|
20
|
%
|
||||
Total
|
$
|
1,645.2
|
|
|
$
|
1,595.6
|
|
|
3
|
%
|
|
1,993
|
|
|
1,931
|
|
|
3
|
%
|
|
$
|
825.5
|
|
|
$
|
826.3
|
|
|
—
|
%
|
|
At April 30,
|
|||||||||||||||||||||||||||||
|
Backlog Value
(in millions)
|
|
Backlog Units
|
|
Average Backlog Price
(in thousands)
|
|||||||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
North
|
$
|
735.7
|
|
|
$
|
629.2
|
|
|
17
|
%
|
|
1,046
|
|
|
986
|
|
|
6
|
%
|
|
$
|
703.4
|
|
|
$
|
638.1
|
|
|
10
|
%
|
Mid-Atlantic
|
658.2
|
|
|
575.3
|
|
|
14
|
%
|
|
1,034
|
|
|
904
|
|
|
14
|
%
|
|
636.6
|
|
|
636.4
|
|
|
—
|
%
|
||||
South
|
762.8
|
|
|
803.2
|
|
|
(5
|
)%
|
|
964
|
|
|
993
|
|
|
(3
|
)%
|
|
791.3
|
|
|
808.8
|
|
|
(2
|
)%
|
||||
West
|
788.7
|
|
|
503.4
|
|
|
57
|
%
|
|
1,073
|
|
|
745
|
|
|
44
|
%
|
|
735.1
|
|
|
675.7
|
|
|
9
|
%
|
||||
California
|
1,014.0
|
|
|
748.8
|
|
|
35
|
%
|
|
671
|
|
|
593
|
|
|
13
|
%
|
|
1,511.1
|
|
|
1,262.8
|
|
|
20
|
%
|
||||
Traditional Home Building
|
3,959.4
|
|
|
3,259.9
|
|
|
21
|
%
|
|
4,788
|
|
|
4,221
|
|
|
13
|
%
|
|
827.0
|
|
|
772.3
|
|
|
7
|
%
|
||||
City Living
|
232.7
|
|
|
222.6
|
|
|
5
|
%
|
|
152
|
|
|
166
|
|
|
(8
|
)%
|
|
1,530.7
|
|
|
1,340.9
|
|
|
14
|
%
|
||||
Total
|
$
|
4,192.1
|
|
|
$
|
3,482.5
|
|
|
20
|
%
|
|
4,940
|
|
|
4,387
|
|
|
13
|
%
|
|
$
|
848.6
|
|
|
$
|
793.8
|
|
|
7
|
%
|
|
At October 31,
|
|||||||||||||||||||||||||||||
|
Backlog Value
(in millions)
|
|
Backlog Units
|
|
Average Backlog Price
(in thousands)
|
|||||||||||||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
|||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
North
|
$
|
619.2
|
|
|
$
|
564.6
|
|
|
10
|
%
|
|
890
|
|
|
878
|
|
|
1
|
%
|
|
$
|
695.8
|
|
|
$
|
643.1
|
|
|
8
|
%
|
Mid-Atlantic
|
518.9
|
|
|
519.5
|
|
|
—
|
%
|
|
811
|
|
|
830
|
|
|
(2
|
)%
|
|
639.9
|
|
|
625.9
|
|
|
2
|
%
|
||||
South
|
669.2
|
|
|
723.2
|
|
|
(7
|
)%
|
|
824
|
|
|
963
|
|
|
(14
|
)%
|
|
812.1
|
|
|
751.0
|
|
|
8
|
%
|
||||
West
|
573.5
|
|
|
392.6
|
|
|
46
|
%
|
|
816
|
|
|
589
|
|
|
39
|
%
|
|
702.8
|
|
|
666.6
|
|
|
5
|
%
|
||||
California
|
897.8
|
|
|
304.6
|
|
|
195
|
%
|
|
609
|
|
|
275
|
|
|
121
|
%
|
|
1,474.2
|
|
|
1,107.6
|
|
|
33
|
%
|
||||
Traditional Home Building
|
3,278.6
|
|
|
2,504.5
|
|
|
31
|
%
|
|
3,950
|
|
|
3,535
|
|
|
12
|
%
|
|
830.0
|
|
|
708.5
|
|
|
17
|
%
|
||||
City Living
|
225.4
|
|
|
215.2
|
|
|
5
|
%
|
|
114
|
|
|
144
|
|
|
(21
|
)%
|
|
1,977.2
|
|
|
1,494.4
|
|
|
32
|
%
|
||||
Total
|
$
|
3,504.0
|
|
|
$
|
2,719.7
|
|
|
29
|
%
|
|
4,064
|
|
|
3,679
|
|
|
10
|
%
|
|
$
|
862.2
|
|
|
$
|
739.2
|
|
|
17
|
%
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North
|
$
|
16.3
|
|
|
$
|
13.5
|
|
|
21
|
%
|
|
$
|
8.3
|
|
|
$
|
2.9
|
|
|
186
|
%
|
Mid-Atlantic
|
37.9
|
|
|
40.8
|
|
|
(7
|
)%
|
|
20.9
|
|
|
22.1
|
|
|
(5
|
)%
|
||||
South
|
52.4
|
|
|
62.6
|
|
|
(16
|
)%
|
|
31.1
|
|
|
39.3
|
|
|
(21
|
)%
|
||||
West
|
43.8
|
|
|
45.0
|
|
|
(3
|
)%
|
|
24.2
|
|
|
24.5
|
|
|
(1
|
)%
|
||||
California
|
118.5
|
|
|
46.6
|
|
|
154
|
%
|
|
74.9
|
|
|
21.7
|
|
|
245
|
%
|
||||
Traditional Home Building
|
268.9
|
|
|
208.5
|
|
|
29
|
%
|
|
159.4
|
|
|
110.5
|
|
|
44
|
%
|
||||
City Living
|
59.9
|
|
|
58.0
|
|
|
3
|
%
|
|
16.2
|
|
|
6.6
|
|
|
145
|
%
|
||||
Corporate and other
|
(71.6
|
)
|
|
(55.9
|
)
|
|
28
|
%
|
|
(35.2
|
)
|
|
(30.6
|
)
|
|
15
|
%
|
||||
Total
|
$
|
257.2
|
|
|
$
|
210.6
|
|
|
22
|
%
|
|
$
|
140.4
|
|
|
$
|
86.5
|
|
|
62
|
%
|
|
|
|
Fixed-rate debt
|
|
Variable-rate debt (a)
|
||||||||
Fiscal year of maturity
|
|
|
Amount
|
|
Weighted-
average
interest rate
|
|
Amount
|
|
Weighted-
average
interest rate
|
||||
2016
|
|
|
$
|
21,643
|
|
|
3.55%
|
|
$
|
100,000
|
|
|
2.44%
|
2017
|
|
|
419,353
|
|
|
8.67%
|
|
150
|
|
|
0.56%
|
||
2018
|
|
|
14,776
|
|
|
3.47%
|
|
100,150
|
|
|
1.94%
|
||
2019
|
|
|
360,533
|
|
|
3.98%
|
|
500,150
|
|
|
1.85%
|
||
2020
|
|
|
253,456
|
|
|
6.73%
|
|
150
|
|
|
0.56%
|
||
Thereafter (b)
|
|
|
1,736,017
|
|
|
4.40%
|
|
13,360
|
|
|
0.42%
|
||
Discount and deferred issuance costs
|
|
|
(15,315
|
)
|
|
|
|
(1,069
|
)
|
|
|
||
Total
|
|
|
$
|
2,790,463
|
|
|
5.18%
|
|
$
|
712,891
|
|
|
1.92%
|
Fair value at April 30, 2016
|
|
|
$
|
2,943,315
|
|
|
|
|
$
|
713,960
|
|
|
|
(a)
|
Based upon the amount of variable-rate debt outstanding at
April 30, 2016
, and holding the variable-rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately
$7.1 million
per year.
|
(b)
|
The fixed-rate debt amount includes $287.5 million principal amount of 0.5% Exchangeable Senior Notes due 2032 (the “0.5% Exchangeable Senior Notes”). The 0.5% Exchangeable Senior Notes are exchangeable into shares of our common stock at an exchange rate of 20.3749 shares per $1,000 principal amount of notes. See Note 6, “Loans Payable, Senior Notes and Mortgage Company Facility,” in our 2015 Form 10-K for additional information regarding these notes.
|
Period
|
|
Total number
of shares purchased (a) |
|
Average
price paid per share |
|
Total number of shares purchased as part of publicly announced plans or programs (b)
|
|
Maximum
number of shares that may yet be purchased under the plans or programs (b) |
|||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|||||
February 1, 2016 to February 29, 2016
|
|
1,909
|
|
|
$
|
27.17
|
|
|
1,909
|
|
|
11,856
|
|
March 1, 2016 to March 31, 2016
|
|
1,028
|
|
|
$
|
27.47
|
|
|
1,028
|
|
|
10,828
|
|
April 1, 2016 to April 30, 2016
|
|
1
|
|
|
$
|
29.23
|
|
|
1
|
|
|
10,827
|
|
Total
|
|
2,938
|
|
|
$
|
27.27
|
|
|
2,938
|
|
|
|
(a)
|
Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a performance based restricted stock unit recipient or a restricted stock unit recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the recipient. During the three months ended
April 30, 2016
, we withheld 230 of the shares subject to restricted stock units to cover $6,600 of income tax withholdings and we issued the remaining 413 shares to the recipients. The shares withheld are not included in the total number of shares purchased in the table above.
|
(b)
|
On December 16, 2014, our Board of Directors authorized the repurchase of
20 million
shares of our common stock in open market transactions or otherwise for the purpose of obtaining shares for the Company’s equity award and other employee benefit plans and for any other additional purpose or purposes as may be determined from time to time by the Board of Directors. Our Board of Directors terminated, effective May 23, 2016, our December 2014 share repurchase program and authorized a new repurchase program described below.
|
3.1
|
Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, dated as of March 8, 2016, is hereby incorporated by reference to Annex B to Toll Brothers, Inc.’s definitive proxy statement on Schedule 14A for the Toll Brothers, Inc. 2016 Annual Meeting of Stockholders held on March 8, 2016 filed with the Securities and Exchange Commission on February 2, 2016.
|
|
|
3.2
|
Amendment to the By-laws of the Registrant, dated as of January 20, 2016, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2016.
|
|
|
4.1*
|
Twelfth Supplemental Indenture dated as of April 29, 2016, to the Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as Trustee.
|
|
|
4.2*
|
Tenth Supplemental Indenture dated as of April 29, 2016, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as Trustee.
|
|
|
4.3*
|
Ninth Supplemental Indenture dated as of April 29, 2016, to the Indenture dated as of September 11, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as Trustee.
|
|
|
10.1
|
Toll Brothers, Inc. Stock Incentive Plan for Non-Executive Directors (2016) is hereby incorporated by reference to Annex A to Toll Brothers, Inc.’s definitive proxy statement on Schedule 14A for the Toll Brothers, Inc. 2016 Annual Meeting of Stockholders held on March 8, 2016 filed with the Securities and Exchange Commission on February 2, 2016.
|
|
|
10.2
|
Credit Agreement, dated as of May 19, 2016, among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Citibank, N.A., as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2016.
|
|
|
10.3
|
Amendment No. 1, dated as of May 19, 2016, to the Credit Agreement, dated as of February 3, 2014, among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2016.
|
|
|
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.
|
|
|
TOLL BROTHERS, INC.
|
||
|
|
(Registrant)
|
||
|
|
|
|
|
Date:
|
June 3, 2016
|
By:
|
|
/s/ Martin P. Connor
|
|
|
|
|
Martin P. Connor
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
|
|
|
|
|
|
Date:
|
June 3, 2016
|
By:
|
|
/s/ Joseph R. Sicree
|
|
|
|
|
Joseph R. Sicree
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
|
|
THE ADDITIONAL GUARANTOR NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantor
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O'Brien
|
|
|
Name: Laurence J. O'Brien
|
|
|
Title: Vice President
|
|
|
|
|
|
THE ADDITIONAL GUARANTOR NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantor
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O'Brien
|
|
|
Name: Laurence J. O'Brien
|
|
|
Title: Vice President
|
|
|
|
|
|
THE ADDITIONAL GUARANTOR NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantor
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O'Brien
|
|
|
Name: Laurence J. O'Brien
|
|
|
Title: Vice President
|
|
|
|
|
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.
|
|
Signed:
|
|
/s/ Douglas C. Yearley, Jr.
|
|
|
|
Name: Douglas C. Yearley, Jr.
Title: Chief Executive Officer
|
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.
|
|
Signed:
|
|
/s/ Martin P. Connor
|
|
|
|
Name: Martin P. Connor
Title: Chief Financial Officer
|
By:
|
|
/s/ Douglas C. Yearley Jr.
|
|
|
Name: Douglas C. Yearley, Jr.
Title: Chief Executive Officer |
By:
|
|
/s/ Martin P. Connor
|
|
|
Name: Martin P. Connor
Title: Chief Financial Officer |