(Mark One) | ||
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended July 31, 2007 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 2 3-2416878 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
250 Gibraltar Road, Horsham,
Pennsylvania
(Address of principal executive offices) |
1
9044
(Zip Code) |
1
ITEM 1.
FINANCIAL
STATEMENTS
2
Table of Contents
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
(Unaudited)
$
3,356,895
$
4,168,092
$
1,178,500
$
1,488,905
110,890
138,687
29,368
41,163
9,854
7,923
4,483
1,145
3,477,639
4,314,702
1,212,351
1,531,213
2,811,399
2,912,750
1,023,230
1,052,116
87,540
110,519
24,280
31,995
6,441
6,842
3,677
903
76,258
88,445
27,121
29,816
2,981,638
3,118,556
1,078,308
1,114,830
396,263
429,341
131,686
148,117
8,973
90,765
766,805
2,357
268,266
15,375
36,662
3,848
7,269
85,599
31,992
38,841
9,699
191,739
835,459
45,046
285,234
74,247
322,040
18,560
110,602
$
117,492
$
513,419
$
26,486
$
174,632
$
0.76
$
3.32
$
0.17
$
1.14
$
0.72
$
3.10
$
0.16
$
1.07
154,828
154,520
155,556
153,723
164,239
165,423
164,375
163,514
3
Table of Contents
Nine Months Ended July 31,
2007
2006
(Unaudited)
$
117,492
$
513,419
22,833
21,955
1,088
1,455
22,956
21,747
(14,736
)
(12,759
)
(15,375
)
(36,662
)
16,501
5,897
(137,350
)
33,139
363,904
36,998
8,973
(24,643
)
(183,710
)
(918,864
)
(1,064,537
)
(656,677
)
1,054,717
663,770
122,038
(138,687
)
26,285
25,777
(53,237
)
27,193
(82,151
)
5,777
(79,548
)
(1,014
)
101,500
(407,536
)
(13,717
)
(33,053
)
32,299
(3,840,620
)
(2,187,715
)
3,840,620
2,187,715
(21,194
)
(93,692
)
35,953
34,249
(40,722
)
33,341
(133,218
)
1,133,892
2,042,189
(1,162,973
)
(1,786,793
)
17,994
12,287
1,800
14,736
12,759
(1,395
)
(109,520
)
302
3,163
4,356
174,085
139,197
(366,669
)
632,524
689,219
$
771,721
$
322,550
4
Table of Contents
1.
Significant
Accounting Policies
5
Table of Contents
2.
Inventory
July 31,
October 31,
2007
2006
$
1,738,053
$
2,193,850
3,478,596
3,174,483
71,754
153,452
330,785
244,097
319,432
315,041
18,594
14,779
$
5,957,214
$
6,095,702
6
Table of Contents
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
181,465
$
162,672
$
200,560
$
176,524
102,702
100,879
34,430
34,224
6,100
(76,258
)
(88,445
)
(27,121
)
(29,816
)
(40
)
(428
)
(154
)
$
207,869
$
180,778
$
207,869
$
180,778
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
71,719
$
83,769
$
25,690
$
28,423
4,256
3,683
1,257
1,138
283
993
174
255
$
76,258
$
88,445
$
27,121
$
29,816
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
338,739
$
13,500
$
139,628
$
2,800
25,165
23,498
7,664
21,053
$
363,904
$
36,998
$
147,292
$
23,853
3.
Investments
in and Advances to Unconsolidated Entities
7
Table of Contents
4.
Goodwill
Impairment
8
Table of Contents
5.
Accrued
Expenses
July 31,
October 31,
2007
2006
$
342,267
$
376,114
104,318
127,503
138,485
130,244
59,485
57,414
43,561
43,629
94,696
90,384
$
782,812
$
825,288
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
57,414
$
54,722
$
58,716
$
54,372
22,392
26,141
7,509
9,217
(20,321
)
(25,391
)
(6,740
)
(8,117
)
$
59,485
$
55,472
$
59,485
$
55,472
6.
Employee
Retirement Plans
9
Table of Contents
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
247
$
269
$
83
$
101
760
687
253
241
1,088
1,455
203
503
$
2,095
$
2,411
$
539
$
845
$
154
$
29
7.
Stock
Based Benefit Plans
36.32% - 38.22%
36.33% - 38.28%
37.16%
37.55%
4.57% - 4.61%
4.38% - 4.51%
3.69 - 8.12
4.11 - 9.07
none
none
$11.17
$15.30
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
22,632
$
21,513
$
4,492
$
5,257
$
8,423
$
7,466
$
1,977
$
1,741
10
Table of Contents
2007
2006
Weighted-
Weighted-
Average
Average
Shares
Exercise Price
Shares
Exercise Price
(In 000s)
(Per share)
(In 000s)
(Per share)
25,178
$
12.70
26,155
$
11.04
1,823
$
31.80
1,433
$
35.97
(2,405
)
$
7.15
(1,757
)
$
6.57
(150
)
$
32.67
(179
)
$
28.09
24,446
$
14.55
25,652
$
12.62
20,069
$
10.86
20,830
$
8.96
Options Outstanding
Options Exercisable
Weighted-
Weighted-
Average
Weighted-
Average
Weighted-
Range of
Remaining
Average
Remaining
Average
Exercise
Number
Contractual
Exercise
Number
Contractual
Exercise
Outstanding
Life
Price ($)
Exercisable
Life
Price ($)
(In years)
(In years)
8,873,048
1.8
5.16
8,873,048
1.8
5.16
2,613,524
3.1
9.44
2,613,524
2.9
9.44
5,128,456
4.8
10.75
5,128,456
4.8
10.75
2,258,261
6.4
20.14
1,722,410
6.4
20.14
5,572,688
8.3
33.11
1,731,420
7.6
33.26
24,445,977
4.4
14.55
20,068,858
3.6
10.86
11
Table of Contents
2007
2006
$
242,840
$
364,441
$
241,879
$
346,060
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
48,536
$
46,343
$
36,502
$
9,244
$
21,642
$
23,551
8.
Earnings
Per Share Information
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
154,828
154,520
155,556
153,723
9,411
10,903
8,819
9,791
164,239
165,423
164,375
163,514
9.
Stock
Repurchase Program
10.
Commitments
and Contingencies
12
Table of Contents
13
Table of Contents
11.
Geographic
Segments
Nine Months Ended
Three Months Ended
July 31,
July 31,
2007
2006
2007
2006
(As restated)
(As restated)
$
755.3
$
1,015.8
$
296.8
$
377.3
1,015.1
1,295.9
350.6
447.4
778.0
838.8
243.3
282.6
929.2
1,164.2
321.7
423.9
$
3,477.6
$
4,314.7
$
1,212.4
$
1,531.2
$
19.0
$
215.0
$
26.8
$
79.6
182.4
372.1
61.6
120.4
(4.4
)
101.5
(30.3
)
30.6
60.5
262.5
(1.9
)
87.8
(65.8
)
(115.6
)
(11.2
)
(33.2
)
$
191.7
$
835.5
$
45.0
$
285.2
14
Table of Contents
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
88,975
$
13,500
$
9,875
$
2,800
32,850
10,750
105,450
60,900
111,464
58,103
338,739
13,500
139,628
2,800
4,010
2,155
449
1,625
1,949
2,845
420
2,023
4,354
12,181
2,055
11,396
14,852
6,317
4,740
6,009
25,165
23,498
7,664
21,053
$
363,904
$
36,998
$
147,292
$
23,853
July 31,
October 31,
2007
2006
$
1,685,095
$
1,776,723
1,633,393
1,729,057
1,194,668
1,338,344
1,776,551
1,843,395
1,137,869
896,022
$
7,427,576
$
7,583,541
15
Table of Contents
12.
Supplemental
Disclosure to Statements of Cash Flows
2007
2006
$
12,486
$
14,100
$
291,146
$
289,916
$
42,163
$
131,962
$
8,693
$
4,500
$
8,041
$
10,926
$
2,764
$
2,411
$
17,828
$
25,885
$
7,806
$
5,038
$
181,473
$
110,548
$
30,203
$
40,722
$
8,453
$
954
$
1,751
$
32,299
13.
Supplemental
Guarantor Information
16
Table of Contents
17
Table of Contents
18
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
3,356,895
3,356,895
61,473
49,417
110,890
9,854
9,854
3,428,222
49,417
3,477,639
2,767,236
44,770
(607
)
2,811,399
49,529
38,011
87,540
6,441
6,441
50,204
65,687
10,571
(50,204
)
76,258
50,204
2,888,893
93,352
(50,811
)
2,981,638
30
533
396,606
26,270
(27,176
)
396,263
8,973
8,973
(30
)
(50,737
)
133,750
(70,205
)
77,987
90,765
15,388
(13
)
15,375
50,737
42,631
60,169
(67,938
)
85,599
191,769
(191,769
)
191,739
191,769
(10,049
)
(181,720
)
191,739
74,247
66,606
(3,929
)
(62,677
)
74,247
117,492
125,163
(6,120
)
(119,043
)
117,492
19
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
1,178,500
1,178,500
17,523
11,845
29,368
4,483
4,483
1,200,506
11,845
1,212,351
981,546
40,308
1,376
1,023,230
14,007
10,273
24,280
3,677
3,677
16,734
24,075
3,046
(16,734
)
27,121
16,734
1,023,305
53,627
(15,358
)
1,078,308
22
180
131,755
9,318
(9,589
)
131,686
(22
)
(16,914
)
45,446
(51,100
)
24,947
2,357
3,868
(20
)
3,848
16,914
(4,246
)
27,619
(1,446
)
38,841
45,068
(45,068
)
45,046
45,068
(23,501
)
(21,567
)
45,046
18,560
12,520
(9,188
)
(3,332
)
18,560
26,486
32,548
(14,313
)
(18,235
)
26,486
20
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
4,168,092
4,168,092
72,453
66,234
138,687
7,923
7,923
4,248,468
66,234
4,314,702
2,910,189
3,882
(1,321
)
2,912,750
55,875
54,644
110,519
6,842
6,842
50,204
77,066
11,379
(50,204
)
88,445
50,204
3,049,972
69,905
(51,525
)
3,118,556
32
525
429,987
23,789
(24,992
)
429,341
(32
)
(50,729
)
768,509
(27,460
)
76,517
766,805
36,662
36,662
50,729
30,320
36,021
(85,078
)
31,992
835,491
(835,491
)
835,459
835,491
8,561
(844,052
)
835,459
322,040
315,983
3,347
(319,330
)
322,040
513,419
519,508
5,214
(524,722
)
513,419
21
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
1,488,905
1,488,905
19,413
21,750
41,163
1,145
1,145
1,509,463
21,750
1,531,213
1,050,725
1,319
72
1,052,116
14,611
17,384
31,995
903
903
16,734
27,773
1,050
(15,741
)
29,816
16,734
1,094,012
19,753
(15,669
)
1,114,830
16
176
148,181
8,765
(9,021
)
148,117
(16
)
(16,910
)
267,270
(6,768
)
24,690
268,266
7,269
7,269
16,910
10,711
11,297
(29,219
)
9,699
285,250
(285,250
)
285,234
285,250
4,529
(289,779
)
285,234
110,602
105,549
1,770
(107,319
)
110,602
174,632
179,701
2,759
(182,460
)
174,632
22
Table of Contents
($ in thousands):
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
117,492
125,163
(6,120
)
(119,043
)
117,492
854
21,644
335
22,833
1,088
1,088
22,956
22,956
(14,736
)
(14,736
)
(15,388
)
13
(15,375
)
16,501
16,501
(137,350
)
(137,350
)
324,204
39,700
363,904
8,973
8,973
(24,643
)
(24,643
)
(Increase) decrease in inventory
(143,472
)
(40,238
)
(183,710
)
(1,064,537
)
(1,064,537
)
1,054,717
1,054,717
43,888
78,150
122,038
48,224
733
(138,900
)
(2,815
)
119,043
26,285
(47,763
)
(5,474
)
(53,237
)
9,774
(1,587
)
(116,461
)
26,123
(82,151
)
(79,495
)
(53
)
(79,548
)
(33,135
)
79,477
55,158
101,500
(12,925
)
(792
)
(13,717
)
32,299
32,299
(3,505,995
)
(334,625
)
(3,840,620
)
3,505,995
334,625
3,840,620
(21,194
)
(21,194
)
35,953
35,953
1,834
31,507
33,341
32,986
1,100,906
1,133,892
(37,099
)
(1,125,874
)
(1,162,973
)
17,994
17,994
1,800
1,800
14,736
14,736
(1,395
)
(1,395
)
302
302
33,135
(4,113
)
(24,666
)
4,356
77,198
61,999
139,197
582,465
50,059
632,524
659,663
112,058
771,721
23
Table of Contents
($ in thousands):
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
513,419
519,508
5,214
(524,722
)
513,419
854
19,020
2,081
21,955
1,455
1,455
21,747
21,747
(12,759
)
(12,759
)
(36,662
)
(36,662
)
5,897
5,897
33,139
33,139
36,998
36,998
(844,657
)
(74,207
)
(918,864
)
(656,677
)
(656,677
)
663,770
663,770
(72,453
)
(66,234
)
(138,687
)
(483,394
)
4
(94,240
)
111,553
491,854
25,777
(2,523
)
29,716
27,193
13,336
(858
)
(44,372
)
4,803
32,868
5,777
(1,014
)
(1,014
)
84,474
(512,029
)
20,019
(407,536
)
(31,888
)
(1,165
)
(33,053
)
(2,150,940
)
(36,775
)
(2,187,715
)
2,150,940
36,775
2,187,715
(93,692
)
(93,692
)
34,249
34,249
(40,722
)
(40,722
)
(132,053
)
(1,165
)
(133,218
)
1,395,876
646,313
2,042,189
(1,144,590
)
(642,203
)
(1,786,793
)
12,287
12,287
(109,520
)
(109,520
)
12,759
12,759
3,163
3,163
(84,474
)
251,286
7,273
174,085
(392,796
)
26,127
(366,669
)
664,312
24,907
689,219
271,516
51,034
322,550
24
Table of Contents
ITEM 2.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
25
Table of Contents
26
Table of Contents
27
Table of Contents
28
Table of Contents
29
Table of Contents
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
%
$
%
$
%
$
%
3,356.9
4,168.1
1,178.5
1,488.9
2,811.4
83.7
2,912.8
69.9
1,023.2
86.8
1,052.1
70.7
545.5
1,255.3
155.3
436.8
110.9
138.7
29.4
41.2
87.5
78.9
110.5
79.7
24.3
82.7
32.0
77.7
23.4
28.2
5.1
9.2
9.9
7.9
4.5
1.1
6.4
65.4
6.8
86.4
3.7
82.0
0.9
78.9
3.4
1.1
0.8
0.2
76.3
2.2
88.4
2.0
27.1
2.2
29.8
1.9
3,477.6
4,314.7
1,212.4
1,531.2
2,981.6
85.7
3,118.6
72.3
1,078.3
88.9
1,114.8
72.8
496.0
1,196.1
134.0
416.4
396.3
11.4
429.3
10.0
131.7
10.9
148.1
9.7
9.0
90.8
766.8
2.4
268.3
15.4
36.7
3.8
7.3
85.6
32.0
38.8
9.7
191.7
835.5
45.0
285.2
74.2
322.0
18.6
110.6
117.5
513.4
26.5
174.6
30
Table of Contents
31
Table of Contents
32
Table of Contents
33
Table of Contents
34
Table of Contents
35
Table of Contents
Nine Months Ended July 31,
Three Months Ended July 31,
2007
2006
2007
2006
$
755.3
$
1,015.8
$
296.8
$
377.3
1,015.1
1,295.9
350.6
447.4
778.0
838.8
243.3
282.6
929.2
1,164.2
321.7
423.9
$
3,477.6
$
4,314.7
$
1,212.4
$
1,531.2
$
19.0
$
215.0
$
26.8
$
79.6
182.4
372.1
61.6
120.4
(4.4
)
101.5
(30.3
)
30.6
60.5
262.5
(1.9
)
87.8
(65.8
)
(115.6
)
(11.2
)
(33.2
)
$
191.7
$
835.5
$
45.0
$
285.2
36
Table of Contents
37
Table of Contents
38
Table of Contents
39
Table of Contents
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
423
516
$
272.8
$
351.5
575
678
350.6
447.4
416
473
233.4
266.1
378
490
321.7
423.9
1,792
2,157
$
1,178.5
$
1,488.9
$
20.6
$
25.9
8.8
15.3
$
29.4
$
41.2
423
516
$
293.4
$
377.4
575
678
350.6
447.4
416
473
242.2
281.4
378
490
321.7
423.9
1,792
2,157
$
1,207.9
$
1,530.1
366
381
$
216.0
$
263.8
349
480
222.9
310.9
219
286
116.2
182.7
173
286
168.0
284.9
1,107
1,433
$
723.1
$
1,042.3
3
9
$
4.0
$
6.5
1
(0.1
)
1.5
3
10
$
3.9
$
8.0
369
390
$
220.0
$
270.3
349
480
222.9
310.9
219
287
116.1
184.2
173
286
168.0
284.9
1,110
1,443
$
727.0
$
1,050.3
40
Table of Contents
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
1,614
1,703
$
1,205.2
$
1,221.6
1,198
2,003
828.0
1,327.7
1,021
1,978
560.4
1,122.7
1,014
1,961
995.7
1,739.0
4,847
7,645
$
3,589.3
$
5,411.0
132
303
$
76.4
$
202.5
18
77
47.6
115.8
(48.1
)
(138.7
)
150
380
$
75.9
$
179.6
1,746
2,006
$
1,281.6
$
1,424.1
1,198
2,003
828.0
1,327.7
1,039
2,055
608.0
1,238.5
1,014
1,961
995.7
1,739.0
(48.1
)
(138.7
)
4,997
8,025
$
3,665.2
$
5,590.6
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
1,035
1,399
$
679.7
$
930.7
1,621
1,954
1,012.8
1,295.5
1,286
1,429
735.2
780.6
1,095
1,317
929.2
1,161.2
5,037
6,099
$
3,356.9
$
4,168.0
$
72.3
$
85.1
38.6
50.6
3.0
$
110.9
$
138.7
1,035
1,399
$
752.0
$
1,015.8
1,621
1,954
1,012.8
1,295.5
1,286
1,429
773.8
831.2
1,095
1,317
929.2
1,164.2
5,037
6,099
$
3,467.8
$
4,306.7
41
Table of Contents
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
1,209
1,291
$
848.2
$
915.8
1,214
1,597
776.2
1,044.0
716
1,089
399.1
666.4
604
1,124
588.6
1,075.1
3,743
5,101
$
2,612.1
$
3,701.3
40
48
$
29.4
$
35.3
1
5
3.3
17.8
41
53
$
32.7
$
53.1
1,249
1,339
$
877.6
$
951.1
1,214
1,597
776.2
1,044.0
717
1,094
402.4
684.2
604
1,124
588.6
1,075.1
3,784
5,154
$
2,644.8
$
3,754.4
(1)
Completed contract communities
contracts and backlog include certain projects that have
extended sales and construction cycles. Information related to
these projects contracts signed in the three-month and
nine-month periods ended July 31, 2007 and 2006, and the
backlog of undelivered homes at July 31, 2007 and 2006 are
provided below.
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
27
29
$
22.5
$
27.0
3
4
1.1
1.4
(2
)
(0.6
)
28
33
$
23.0
$
28.4
301
192
$
299.4
$
179.3
12
22
5.1
8.4
16
0.4
12.2
313
230
$
304.9
$
199.9
557
208
$
543.4
$
194.9
70
52
28.7
21.3
26
23
18.6
17.8
653
283
$
590.7
$
234.0
42
Table of Contents
(2)
Percentage of Completion
deliveries in the three-month and nine-month periods ended
July 31, 2007 are provided below.
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
64
$
52.2
3
3.9
67
$
56.1
224
$
163.4
59
69.6
283
$
233.0
Units
Value
2007
2006
2007
2006
16.9
%
9.1
%
18.8
%
9.6
%
12.3
%
11.9
%
12.4
%
12.5
%
32.8
%
21.6
%
32.9
%
18.9
%
40.1
%
31.9
%
38.6
%
31.5
%
23.8
%
18.0
%
25.2
%
19.0
%
Units
Value
2007
2006
2007
2006
12.1
%
6.8
%
12.5
%
7.1
%
13.9
%
8.8
%
13.9
%
8.8
%
32.6
%
12.3
%
31.2
%
11.4
%
42.8
%
20.1
%
40.8
%
20.5
%
23.6
%
11.8
%
24.1
%
12.6
%
2007
2006
2007
2006
Units
Units
(In millions)
(In millions)
16
23
$
11.7
$
14.2
66
167
$
47.1
$
95.3
38
30
$
33.6
$
19.2
131
83
$
97.4
$
51.9
90
19
$
68.3
$
12.6
43
Table of Contents
ITEM 3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Fixed-Rate Debt
Variable-Rate Debt
Weighted-
Weighted-
Average
Average
Interest
Interest
Amount
Rate
Amount
Rate
$
88,378
7.59
%
$
127,184
6.24
%
52,987
6.06
%
1,900
6.63
%
15,338
6.95
%
150
4.00
%
18,482
6.47
%
113,888
6.07
%
270,564
7.75
%
331,817
5.82
%
1,309,494
6.04
%
12,845
4.00
%
(7,979
)
$
1,747,264
6.39
%
$
587,784
5.92
%
$
1,640,918
$
587,784
(a)
We have a $1.89 billion
credit facility consisting of a $1.56 billion unsecured
revolving credit facility and a $331.7 million term loan
facility (collectively, the Credit Facility) with 35
banks, which extends to March 17, 2011. At July 31,
2007, interest was payable on borrowings under the revolving
credit facility at 0.475% (subject to adjustment based upon our
corporate debt rating and leverage ratios) above the Eurodollar
rate or at other specified variable rates as selected by us from
time to time. At July 31, 2007, we had no outstanding
borrowings against the revolving credit facility, but had
letters of credit of approximately $387.8 million
outstanding under it. Under the term loan facility, interest is
payable at 0.50% (subject to adjustment based upon our corporate
debt rating and leverage ratios) above the Eurodollar rate or at
other specified variable rates as selected by us from time to
time. At July 31, 2007, interest was payable on the
$331.7 million term loan at 5.82%.
(b)
Our mortgage subsidiary has a
$150 million line of credit with four banks to fund
mortgage originations. The line is due within 90 days of
demand by the banks and bears interest at the banks
overnight rate plus an
agreed-upon
margin. At July 31, 2007, the subsidiary had
$127.2 million outstanding under the line at an average
interest rate of 6.24%. Borrowings under this line are included
in the fiscal 2007 maturities.
44
Table of Contents
ITEM 4.
CONTROLS
AND PROCEDURES
ITEM 1.
LEGAL
PROCEEDINGS
45
Table of Contents
ITEM 1A.
RISK
FACTORS
ITEM 2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(1)
On March 26, 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.
46
Table of Contents
ITEM 3.
DEFAULTS
UPON SENIOR SECURITIES
ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.
OTHER
INFORMATION
ITEM 6.
EXHIBITS
3
.1
Certificate of Amendment of
Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock of the
Registrant is hereby incorporated by reference to
Exhibit 3.1 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 18, 2007.
4
.1*
Fifteenth Supplemental Indenture
dated as of June 25, 2007 by and among the parties listed
on Schedule I thereto, and The Bank of New York Trust, N.A.
as successor Trustee.
4
.2*
Sixteenth Supplemental Indenture
dated as of June 27, 2007 by and among the parties listed
on Schedule I thereto, and The Bank of New York Trust, N.A.
as successor Trustee.
4
.3
Rights Agreement dated as of
June 13, 2007, by and between the Registrant and American
Stock Transfer & Trust Company, as Rights Agent
is hereby incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 18, 2007.
10
.1
Amendment dated as of
June 13, 2007 to the Advisory and Non-Competition Agreement
dated as of November 1, 2004, between the Registrant and
Bruce E. Toll is hereby incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 18, 2007.
10
.2*
Form of Non-Qualified Stock Option
Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan
for Employees (2007).
10
.3*
Form of Addendum to Non-Qualified
Stock Option Grant pursuant to the Toll Brothers, Inc. Stock
Incentive Plan for Employees (2007).
10
.4*
Form of Stock Award Grant pursuant
to the Toll Brothers, Inc. Stock Incentive Plan for Employees
(2007).
10
.5*
Form of Non-Qualified Stock Option
Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan
for Non-Employee Directors (2007).
10
.6*
Form of Addendum to Non-Qualified
Stock Option Grant pursuant to the Toll Brothers, Inc. Stock
Incentive Plan for Non-Employee Directors (2007).
10
.7*
Form of Stock Award Grant pursuant
to the Toll Brothers, Inc. Stock Incentive Plan for Non-Employee
Directors (2007).
31
.1*
Certification of Robert I. Toll
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31
.2*
Certification of Joel H. Rassman
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
.1*
Certification of Robert I. Toll
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32
.2*
Certification of Joel H. Rassman
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed electronically herewith.
47
Table of Contents
By:
By:
48
|
THE ADDITIONAL GUARANTORS NAMED ON SCHEDULE A HERETO, as Guarantors | |
|
||
|
By: JOSEPH R. SICREE | |
|
||
|
Name: Joseph R. Sicree | |
|
Title: Designated Officer |
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
|
as Trustee
|
|
By: GEORGE N. REAVES
|
|
Name: GEORGE N. REAVES
|
|
Title: VICE PRESIDENT
|
Company Name
General Partner/Member
Toll TX GP Corp. and Toll Southwest LP Company, Inc.
Toll TX GP Corp. and Toll Southwest LP Company, Inc.
Toll TX GP Corp. and Toll Southwest LP Company, Inc.
THE SURVIVING GUARANTORS NAMED ON
SCHEDULE A HERETO, as Guarantors |
||||
By: | JOSEPH R. SICREE | |||
Name: | Joseph R. Sicree | |||
Title: | Designated Officer | |||
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee | ||||
|
||||
By:
|
GEORGE N. REAVES
|
|||
|
||||
Name:
|
GEORGE N. REAVES | |||
|
||||
Title:
|
VICE PRESIDENT |
- 2 -
Surviving Guarantor |
Merged Guarantor | Surviving Guarantor | |
Lakeway Hills Properties, L.P.
|
Toll Austin TX LLC | |
Toll TX II, L.P.
|
Toll Austin TX LLC | |
Mallard Lakes, L.P.
|
Toll Dallas TX LLC | |
Southlake Woods, L.P.
|
Toll Dallas TX LLC | |
Toll TX, L.P.
|
Toll Dallas TX LLC | |
Toll TX III, L.P.
|
Toll Dallas TX LLC | |
Toll TX IV L.P.
|
Toll Dallas TX LLC | |
Toll TX V L.P.
|
Toll Dallas TX LLC | |
Wichita Chase, L.P.
|
Toll Dallas TX LLC | |
Toll TX VI L.P.
|
Toll San Antonio TX LLC |
- 3 -
- 5 -
Number of Option Shares
that may be purchased on or after [DATE]: |
Total
Option Shares |
[DATE]
|
[DATE] | [DATE] | [DATE] | |||||
|
||||||||
[# OF SHARES]
|
[# OF SHARES] | [# OF SHARES] | [# OF SHARES] | [TOTAL] |
TOLL BROTHERS, INC.
|
||||
By: | __________________________ | |||
TOLL BROTHERS, INC.
|
||||
By: | ||||
TOLL BROTHERS, INC. | GRANTEE: | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
Title:
|
Number of Option Shares | ||
that may be purchased on | Total | |
or after [DATE]: | Option Shares |
[DATE]
|
[DATE] | [DATE] | [DATE] | |||||
|
||||||||
[# OF SHARES]
|
[# OF SHARES] | [# OF SHARES] | [# OF SHARES] | [TOTAL] |
TOLL BROTHERS, INC.
|
||||
By: | ||||
TOLL BROTHERS, INC. | ||||||
|
||||||
|
By: | |||||
|
|
TOLL BROTHERS, INC. | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
||||||
[GRANTEE] |
1. | I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
- 2 -
1. | I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
- 2 -