þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 31, 2011 | |
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or | |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of
1934
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For the transition period from to |
Delaware | 23-2416878 | |
(State or other jurisdiction of | I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
250 Gibraltar Road, Horsham, Pennsylvania | 19044 | |
(Address of principal executive offices) | (Zip Code) |
Name of each exchange | ||
Title of each class | on which registered | |
Common Stock (par value $.01)*
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New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 6.875% Senior Notes due 2012
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New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 5.95% Senior Notes due 2013
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New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 4.95% Senior Notes due 2014
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New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 5.15% Senior Notes due 2015
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New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 8.910% Senior Notes due 2017
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New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 6.750% Senior Notes due 2019
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New York Stock Exchange |
* | Includes associated Right to Purchase Series A Junior Participating Preferred Stock |
Large accelerated filer
þ
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Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company)
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| Philadelphia, Pennsylvania metropolitan area | |
| Lehigh Valley area of Pennsylvania | |
| Central and northern New Jersey | |
| Virginia and Maryland suburbs of Washington, D.C. | |
| Baltimore, Maryland metropolitan area | |
| Eastern Shore of Maryland and Delaware | |
| Richmond, Virginia metropolitan area | |
| Boston, Massachusetts metropolitan area | |
| Fairfield, Hartford, New Haven and New London Counties, Connecticut | |
| Westchester, Dutchess, Ulster and Saratoga Counties, New York | |
| Boroughs of Manhattan and Brooklyn in New York City | |
| Los Angeles, California metropolitan area | |
| San Francisco Bay, Sacramento and San Jose areas of northern California | |
| San Diego and Palm Springs, California areas | |
| Phoenix, Arizona metropolitan area | |
| Raleigh and Charlotte, North Carolina metropolitan areas | |
| Dallas, San Antonio and Houston, Texas metropolitan areas | |
| Southeast and southwest coasts and the Jacksonville and Orlando areas of Florida | |
| Las Vegas and Reno, Nevada metropolitan areas | |
| Detroit, Michigan metropolitan area | |
| Chicago, Illinois metropolitan area | |
| Denver, Colorado metropolitan area | |
| Minneapolis/St. Paul, Minnesota metropolitan area, and | |
| Hilton Head area of South Carolina |
1
2
Fiscal year | Fiscal year | |||||
State | of entry | State | of entry | |||
Pennsylvania
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1967 | Texas | 1995 | |||
New Jersey
|
1982 | Florida | 1995 | |||
Delaware
|
1987 | Arizona | 1995 | |||
Massachusetts
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1988 | Nevada | 1998 | |||
Maryland
|
1988 | Illinois | 1998 | |||
Virginia
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1992 | Michigan | 1999 | |||
Connecticut
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1992 | Colorado | 2001 | |||
New York
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1993 | South Carolina | 2002 | |||
California
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1994 | Minnesota | 2005 | |||
North Carolina
|
1994 |
3
4
Detached homes
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||||||||||||
Move-up
|
$ | 209,000 | to | $ | 840,000 | |||||||
Executive
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188,000 | to | 930,000 | |||||||||
Estate
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334,000 | to | 1,883,000 | |||||||||
Active-adult, age-qualified
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216,000 | to | 566,000 | |||||||||
Attached homes
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||||||||||||
Flats
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$ | 208,000 | to | $ | 625,000 | |||||||
Townhomes/Carriage homes
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185,000 | to | 760,000 | |||||||||
Active-adult, age-qualified
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190,000 | to | 492,000 | |||||||||
Mid-rise/high-rise
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291,000 | to | 800,000 |
Total | Number of | Homes under | ||||||||||||||||||||||
Geographic | number of | selling | Homes | Homes | contract but | Home sites | ||||||||||||||||||
Segment | communities | communities | approved | closed | not closed | available | ||||||||||||||||||
North
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66 | 58 | 9,809 | 4,447 | 553 | 4,809 | ||||||||||||||||||
Mid-Atlantic
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67 | 61 | 9,974 | 5,082 | 487 | 4,405 | ||||||||||||||||||
South
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66 | 56 | 7,021 | 2,676 | 442 | 3,903 | ||||||||||||||||||
West
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44 | 40 | 4,664 | 2,424 | 185 | 2,055 | ||||||||||||||||||
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||||||||||||||||||||||||
Total
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243 | 215 | 31,468 | 14,629 | 1,667 | 15,172 | ||||||||||||||||||
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5
6
Number of | Number of | |||||||
Geographic segment | communities | home sites | ||||||
North
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38 | 4,585 | ||||||
Mid-Atlantic
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79 | 8,708 | ||||||
South
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34 | 3,728 | ||||||
West
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43 | 3,637 | ||||||
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||||||||
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194 | 20,658 | ||||||
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7
8
9
Total | TBI Mortgage Company | Gross | Amount | |||||||||||||
Toll Brothers, Inc. | Financed | Capture Rate | Financed | |||||||||||||
Fiscal Year | Settlements (a) | Settlements*(b) | (b/a) | (in thousands) | ||||||||||||
2011
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2,611 | 1,361 | 52.1% | $ | 508,880 | |||||||||||
2010
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2,642 | 1,451 | 54.9% | $ | 530,575 | |||||||||||
2009
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2,965 | 1,341 | 45.2% | $ | 489,269 |
* | TBI Mortgage Company financed settlements exclude brokered and referred loans which amounted to approximately 11.5%, 5.8% and 5.0% of our closings in 2011, 2010 and 2009, respectively. |
10
11
12
13
14
15
16
17
18
Three months ended | ||||||||||||||||
October 31 | July 31 | April 30 | January 31 | |||||||||||||
2011
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High
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$ | 20.31 | $ | 21.93 | $ | 22.42 | $ | 21.33 | ||||||||
Low
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$ | 13.16 | $ | 19.53 | $ | 19.08 | $ | 17.36 | ||||||||
2010
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||||||||||||||||
High
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$ | 19.33 | $ | 23.31 | $ | 23.66 | $ | 21.80 | ||||||||
Low
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$ | 15.57 | $ | 15.85 | $ | 18.08 | $ | 16.82 |
19
Total number | Maximum | |||||||||||||||
of shares | number | |||||||||||||||
purchased as | of shares that | |||||||||||||||
Total | Average | part of a | may yet be | |||||||||||||
number of | price | publicly | purchased | |||||||||||||
shares | paid per | announced | under the plan | |||||||||||||
Period | purchased (a)(b) | share | plan or program (c) | or program (c) | ||||||||||||
(in thousands) | (in thousands) | (in thousands) | ||||||||||||||
August 1 to August 31, 2011
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1,475 | $ | 16.99 | 1,475 | 10,356 | |||||||||||
September 1 to September 30, 2011
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1,567 | $ | 15.01 | 1,567 | 8,789 | |||||||||||
October 1 to October 31, 2011
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3 | $ | 17.71 | 3 | 8,786 | |||||||||||
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Total
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3,045 | $ | 15.97 | 3,045 | ||||||||||||
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(a) | The terms of our Restricted Stock Unit awards (RSUs) permit us to withhold from the total number of shares of our common stock that an employee is entitled to receive upon distribution pursuant to a RSU that number of shares having a fair market value at the time of distribution equal to the applicable income tax withholdings, and remit the remaining shares to the employee. During the three months ended October 31, 2011, we withheld 66 shares subject to RSUs with an average fair market value per share of $17.11 to cover income taxes on distributions, and distributed 143 shares to employees. The 66 shares withheld are not included in the total number of shares purchased in the table above. | |
(b) | Our stock incentive plans permit participants to exercise non-qualified stock options using a net exercise method. In a net exercise, we generally withhold from the total number of shares that otherwise would be issued to the participant upon exercise of the stock option that number of shares having a fair market value at the time of exercise equal to the option exercise price and applicable income tax withholdings, and remit the remaining shares to the participant. In addition, our stock incentive plans also permit participants to use the fair market value of Company common stock they own to pay for the exercise of stock options (stock swap method). During the three months ended October 31, 2011, neither the net exercise method or the stock swap method was used to exercise stock options. | |
(c) | On March 20, 2003, our Board of Directors authorized the repurchase of up to 20 million shares of our common stock in open market transactions or otherwise, for the purpose of providing shares for our various employee benefit plans. The Board of Directors did not fix an expiration date for the repurchase program. |
20
October 31: | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | ||||||||||||||||||
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Toll Brothers, Inc.
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100.00 | 79.25 | 79.97 | 59.91 | 62.05 | 60.33 | ||||||||||||||||||
S&P 500
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100.00 | 114.56 | 73.21 | 80.38 | 93.66 | 101.24 | ||||||||||||||||||
S&P Homebuilding
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100.00 | 51.65 | 29.11 | 31.71 | 30.86 | 29.62 |
21
Year ended October 31: | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Revenues
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$ | 1,475,881 | $ | 1,494,771 | $ | 1,755,310 | $ | 3,148,166 | $ | 4,635,093 | ||||||||||
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(Loss) income before income taxes
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$ | (29,366 | ) | $ | (117,187 | ) | $ | (496,465 | ) | $ | (466,787 | ) | $ | 70,680 | ||||||
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||||||||||||||||||||
Net income (loss)
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$ | 39,795 | $ | (3,374 | ) | $ | (755,825 | ) | $ | (297,810 | ) | $ | 35,651 | |||||||
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||||||||||||||||||||
Earnings (loss) per share:
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||||||||||||||||||||
Basic
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$ | 0.24 | $ | (0.02 | ) | $ | (4.68 | ) | $ | (1.88 | ) | $ | 0.23 | |||||||
Diluted
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$ | 0.24 | $ | (0.02 | ) | $ | (4.68 | ) | $ | (1.88 | ) | $ | 0.22 | |||||||
Weighted average number
of shares outstanding:
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||||||||||||||||||||
Basic
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167,140 | 165,666 | 161,549 | 158,730 | 155,318 | |||||||||||||||
Diluted
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168,381 | 165,666 | 161,549 | 158,730 | 164,166 |
At October 31: | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Cash, cash equivalents and
marketable securities
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$ | 1,139,912 | $ | 1,236,927 | $ | 1,908,894 | $ | 1,633,495 | $ | 900,337 | ||||||||||
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||||||||||||||||||||
Inventory
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$ | 3,416,723 | $ | 3,241,725 | $ | 3,183,566 | $ | 4,127,475 | $ | 5,572,655 | ||||||||||
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||||||||||||||||||||
Total assets
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$ | 5,055,246 | $ | 5,171,555 | $ | 5,634,444 | $ | 6,586,836 | $ | 7,220,316 | ||||||||||
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||||||||||||||||||||
Debt:
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||||||||||||||||||||
Loans payable
|
$ | 106,556 | $ | 94,491 | $ | 472,854 | $ | 613,594 | $ | 696,814 | ||||||||||
Senior debt
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1,490,972 | 1,544,110 | 1,587,648 | 1,143,445 | 1,142,306 | |||||||||||||||
Senior subordinated debt
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47,872 | 343,000 | 350,000 | |||||||||||||||||
Mortgage company loan facility
|
57,409 | 72,367 | 27,015 | 37,867 | 76,730 | |||||||||||||||
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||||||||||||||||||||
Total debt
|
$ | 1,654,937 | $ | 1,710,968 | $ | 2,135,389 | $ | 2,137,906 | $ | 2,265,850 | ||||||||||
|
||||||||||||||||||||
Equity
|
$ | 2,592,551 | $ | 2,559,013 | $ | 2,516,482 | $ | 3,237,653 | $ | 3,535,245 | ||||||||||
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Year ended October 31: | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Closings (1):
|
||||||||||||||||||||
Number of homes
|
2,611 | 2,642 | 2,965 | 4,743 | 6,687 | |||||||||||||||
Value (in thousands)
|
$ | 1,475,881 | $ | 1,494,771 | $ | 1,755,310 | $ | 3,106,293 | $ | 4,495,600 | ||||||||||
Revenues percentage of
completion (in thousands)
|
$ | 41,873 | $ | 139,493 | ||||||||||||||||
Net contracts signed:
|
||||||||||||||||||||
Number of homes
|
2,784 | 2,605 | 2,450 | 2,927 | 4,440 | |||||||||||||||
Value (in thousands)
|
$ | 1,604,827 | $ | 1,472,030 | $ | 1,304,656 | $ | 1,608,191 | $ | 3,010,013 |
At October 31: | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Backlog:
|
||||||||||||||||||||
Number of homes
|
1,667 | 1,494 | 1,531 | 2,046 | 3,950 | |||||||||||||||
Value (in thousands) (2)
|
$ | 981,052 | $ | 852,106 | $ | 874,837 | $ | 1,325,491 | $ | 2,854,435 | ||||||||||
Number of selling
communities
|
215 | 195 | 200 | 273 | 315 | |||||||||||||||
Home sites:
|
||||||||||||||||||||
Owned
|
30,199 | 28,891 | 26,872 | 32,081 | 37,139 | |||||||||||||||
Controlled
|
7,298 | 5,961 | 5,045 | 7,703 | 22,112 | |||||||||||||||
|
||||||||||||||||||||
Total
|
37,497 | 34,852 | 31,917 | 39,784 | 59,251 | |||||||||||||||
|
(1) | Excludes 88 units and 336 units delivered in fiscal 2008 and 2007, respectively, which were accounted for using the percentage of completion accounting method with an aggregate delivered value of $86.1 million in fiscal 2008 and $263.3 million in fiscal 2007. | |
(2) | Net of revenues of $55.2 million and $170.1 million of revenue recognized in fiscal 2007 and 2006, respectively, under the percentage of completion accounting method. At October 31, 2008 and thereafter, we did not have any revenue recognized on undelivered units accounted for under the percentage of completion accounting method. |
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
F-26
F-27
F-28
F-29
F-30
F-31
F-32
F-33
F-34
F-35
F-36
F-37
F-38
F-39
F-40
F-41
F-42
F-43
F-44
F-45
F-46
F-47
F-48
F-49
F-50
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2011
2010
2009
$
17,752
$
6,069
$
28,518
17,000
55,700
169,488
17,085
53,489
267,405
$
51,837
$
115,258
$
465,411
Impaired operating communities
Fair value of
communities,
Number of
net of
communities
Number of
impairment
Impairment
Three months ended:
tested
communities
charges
charges
143
6
$
56,105
$
5,475
142
9
$
40,765
10,725
129
2
$
867
175
114
3
$
3,367
710
$
17,085
260
14
$
60,519
$
22,750
161
7
$
53,594
15,020
155
7
$
21,457
6,600
144
12
$
39,209
9,119
$
53,489
289
41
$
216,227
$
108,300
288
36
$
181,790
67,410
288
14
$
67,713
46,822
254
21
$
116,379
44,873
$
267,405
Table of Contents
Table of Contents
Table of Contents
2011
2010
2009
$
%
$
%
$
%
1,475.9
1,494.8
1,755.3
1,260.8
85.4
1,376.6
92.1
1,951.3
111.2
261.4
17.7
263.2
17.6
313.2
17.8
1.5
0.1
22.8
1.5
7.9
0.5
1,523.6
103.2
1,662.5
111.2
2,272.5
129.5
(47.7
)
(167.8
)
(517.2
)
(1.2
)
23.5
(7.5
)
23.4
28.3
41.9
(3.8
)
(1.2
)
(13.7
)
(29.4
)
(117.2
)
(496.5
)
(69.2
)
(113.8
)
259.4
39.8
(3.4
)
(755.8
)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2012
2013 2014
2015 2016
Thereafter
Total
$
99.3
$
711.3
$
413.4
$
734.8
$
1,958.8
39.0
26.2
9.4
68.8
143.4
58.4
58.4
10.4
15.5
9.8
9.0
44.7
499.5
200.8
46.8
28.8
775.9
3.0
13.0
14.6
43.8
74.4
0.6
1.0
0.7
2.3
$
710.2
$
967.8
$
494.7
$
885.2
$
3,057.9
Table of Contents
(a)
Amounts include estimated annual interest payments until maturity of the debt. Of the
amounts indicated,
$1.49 billion of the senior notes, $106.6 million of loans payable
and $57.4 million of the
mortgage
company warehouse loan were recorded on the October 31, 2011 Consolidated Balance Sheet.
(b)
Amounts represent our expected acquisition of land under options or purchase
agreements and the
estimated remaining amount of the contractual obligation for land development
agreements secured by
letters of credit and surety bonds. Amounts do not include the $143.7 million payment to acquire substantially all of the
assets of CamWest and the $57.6 million payment made to settle the South Edge litigation.
(c)
Amounts represent our obligations under our deferred compensation and supplemental
executive
retirement plan and our 401(k) salary deferral savings plans. Of the total amount indicated, $49.8 million was recorded on the October
31, 2011 Consolidated Balance Sheet.
2011
2010
2009
2011
2010
2009
Units
Units
Units
(In millions)
(In millions)
(In millions)
718
774
983
$
381.6
$
407.7
$
585.3
887
876
862
499.7
488.4
492.7
522
498
544
285.0
264.3
288.2
484
494
576
309.6
334.4
389.1
2,611
2,642
2,965
$
1,475.9
$
1,494.8
$
1,755.3
Table of Contents
2011
2010
2009
2011
2010
2009
Units
Units
Units
(In millions)
(In millions)
(In millions)
817
813
847
$
466.6
$
418.6
$
442.8
936
902
899
524.1
502.5
498.7
713
551
559
416.6
297.1
281.6
499
523
598
300.3
352.1
402.8
2,965
2,789
2,903
$
1,707.6
$
1,570.3
$
1,625.9
2011
2010
2009
2011
2010
2009
Units
Units
Units
(In millions)
(In millions)
(In millions)
67
68
184
$
37.0
$
35.2
$
136.4
37
44
102
19.8
23.4
74.7
45
39
87
28.1
21.1
50.5
32
33
80
17.9
18.6
59.6
181
184
453
$
102.8
$
98.3
$
321.2
2011
2010
2009
2011
2010
2009
Units
Units
Units
(In millions)
(In millions)
(In millions)
750
745
663
$
429.6
$
383.4
$
306.4
899
858
797
504.3
479.1
424.0
668
512
472
388.5
276.0
231.1
467
490
518
282.4
333.5
343.2
2,784
2,605
2,450
$
1,604.8
$
1,472.0
$
1,304.7
2011
2010
2009
2011
2010
2009
Units
Units
Units
$
$
$
8.2
%
8.4
%
21.7
%
7.9
%
8.4
%
30.8
%
4.0
%
4.9
%
11.3
%
3.8
%
4.7
%
15.0
%
6.3
%
7.1
%
15.6
%
6.8
%
7.1
%
17.9
%
6.4
%
6.3
%
13.4
%
6.0
%
5.3
%
14.8
%
6.1
%
6.6
%
15.6
%
6.0
%
6.3
%
19.8
%
2011
2010
2009
2011
2010
2009
Units
Units
Units
(In millions)
(In millions)
(In millions)
553
521
550
$
307.4
$
259.3
$
283.6
487
475
493
288.9
284.4
293.6
442
296
282
263.2
159.7
148.0
185
202
206
121.6
148.7
149.6
1,667
1,494
1,531
$
981.1
$
852.1
$
874.8
Table of Contents
(Loss) income before
Revenues
income taxes
2011
2010
2009
2011
2010
2009
$
381.6
$
407.7
$
585.3
$
42.5
$
(2.3
)
$
(103.3
)
499.7
488.4
492.7
57.6
33.9
(25.0
)
285.0
264.3
288.2
(25.9
)
(35.2
)
(49.4
)
309.6
334.4
389.1
(27.1
)
(11.9
)
(209.0
)
(76.5
)
(101.7
)
(109.8
)
$
1,475.9
$
1,494.8
$
1,755.3
$
(29.4
)
$
(117.2
)
$
(496.5
)
2011
2010
$
1,060.2
$
961.3
1,235.9
1,161.5
760.1
693.8
650.8
712.4
1,348.2
1,642.6
$
5,055.2
$
5,171.6
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Fixed-Rate Debt
Variable-Rate Debt (a)
Weighted-
Weighted-
Average
Average
Interest
Interest
Fiscal Year of Maturity
Amount
Rate (%)
Amount
Rate (%)
$
35,268
3.51
$
57,559
3.49
294,592
6.29
150
0.27
271,819
4.94
150
0.27
301,722
5.15
150
0.27
1,805
5.84
150
0.27
687,876
7.94
12,095
0.18
(8,399
)
$
1,584,683
6.50
$
70,254
2.90
$
1,700,115
$
70,254
(a)
Based upon the amount of variable-rate debt outstanding at October 31, 2011 and holding the
variable-rate
debt balance constant, each 1% increase in interest rates would increase the interest
incurred by us by
approximately $0.7 million per year.
Table of Contents
Name
Age
Positions
70
Executive Chairman of the Board and Director
51
Chief Executive Officer and Director
65
President, Chief Operating Officer and Director
47
Senior Vice President, Chief Financial Officer and Treasurer
Table of Contents
Number of securities to
Number of securities
be issued upon exercise
Weighted-average
remaining available for future
of outstanding
exercise price
issuance under equity compensation
options, warrants
of outstanding
plans (excluding securities
and rights
options, warrants
reflected in column (a))
Plan Category
(in thousands)
and rights
(in thousands)
(a)
(b)
(c)
12,868
$
20.94
6,712
12,868
$
20.94
6,712
Table of Contents
Page
F-1
F-2
F-4
F-5
F-6
F-7
F-8
Exhibit
Number
Description
Second Restated Certificate of Incorporation of the Registrant, dated September 8, 2005, is
hereby incorporated by reference to Exhibit 3.1 of the Registrants Form 10-Q for the quarter
ended July 31, 2005.
Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant,
filed with
the Secretary of State of the State of Delaware, is hereby incorporated by reference to
Exhibit 3.1 of the
Registrants Current Report on Form 8-K filed with the
Securities and Exchange Commission on
March 22, 2010.
Certificate of Amendment of the Second Restated Certificate of Incorporation of the
Registrant
dated as of March 16, 2011 is hereby incorporated by reference to Exhibit 3.1 of the Registrants
Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18,
2011.
Table of Contents
Exhibit
Number
Description
By-laws of the Registrant, as Amended and Restated June 11, 2008, are hereby incorporated by
reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the
Securities and
Exchange Commission on June 13, 2008.
Amendment to the By-laws of the Registrant, dated as of September 24, 2009, is hereby
incorporated by
reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 24, 2009.
Amendment to the By-laws of the Registrant, dated as of June 15, 2011 is hereby incorporated
by
reference to Exhibit 3.1 of the Registrants Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 16, 2011.
Specimen Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the
Registrants Form
10-K for the fiscal year ended October 31, 1991.
Indenture dated as of November 22, 2002 among Toll Brothers Finance Corp., as issuer, the
Registrant, as
guarantor, and Bank One Trust Company, NA, as Trustee, including form of guarantee, is hereby
incorporated by reference to Exhibit 4.1 of the Registrants Current Report on Form 8-K filed
with the
Securities and Exchange Commission on November 27, 2002.
Authorizing Resolutions, dated as of November 15, 2002, relating to $300,000,000
principal amount of
6.875% Senior Notes of Toll Brothers Finance Corp. due 2012, guaranteed on a senior basis by
the
Registrant and certain subsidiaries of the Registrant is hereby incorporated by reference to
Exhibit 4.2 of the Registrants Form 8-K filed with the Securities and Exchange Commission
on November 27, 2002.
Authorizing Resolutions, dated as of September 3, 2003, relating to $250,000,000
principal amount of
5.95% Senior Notes of Toll Brothers Finance Corp. due 2013, guaranteed on a senior basis by
the
Registrant and certain subsidiaries of the Registrant is hereby incorporated by reference to
Exhibit 4.1 of
the Registrants Form 8-K filed with the Securities and Exchange Commission on September 29,
2003.
Authorizing Resolutions, dated as of March 9, 2004, relating to $300,000,000 principal
amount of 4.95%
Senior Notes of Toll Brothers Finance Corp. due 2014, guaranteed on a senior basis by the
Registrant and
certain subsidiaries of the Registrant is hereby incorporated by reference to Exhibit 4.1 of
the Registrants
Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2004.
Authorizing Resolutions, dated as of May 26, 2005, relating to $300,000,000 principal
amount of 5.15%
Senior Notes of Toll Brothers Finance Corp. due 2015, guaranteed on a senior basis by the
Registrant and
certain subsidiaries of the Registrant is hereby incorporated by reference to Exhibit 4.1 of
the Registrants
Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2005.
Table of Contents
Exhibit
Number
Description
First Supplemental Indenture dated as of May 1, 2003 by and among the parties listed on
Schedule A
thereto, and Bank One Trust Company, National Association, as Trustee, is hereby incorporated
by
reference to Exhibit 4.4 of the Registrants Registration Statement on Form S-4/A filed with
the Securities
and Exchange Commission on June 16, 2003, File Nos. 333-103931, 333-103931-01, 333-103931-02,
333-103931-03 and 333-103931-04.
Second Supplemental Indenture dated as of November 3, 2003 by and among the parties listed on
Schedule A thereto, and Bank One Trust Company, National Association, as Trustee, is hereby
incorporated by reference to Exhibit 4.5 of the Registrants Registration Statement on Form
S-4/A filed with the Securities and Exchange Commission on November 5, 2003, File Nos.
333-109604, 333-109604-01, 333-109604-02,
333-109604-03 and 333-109604-04.
Third Supplemental Indenture dated as of January 26, 2004 by and among the parties listed on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for the
quarter ended January 31, 2004.
Fourth Supplemental Indenture dated as of March 1, 2004 by and among the parties listed on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby incorporated by reference to Exhibit 4.2 of the Registrants Form 10-Q for the
quarter ended January 31, 2004.
Fifth Supplemental Indenture dated as of September 20, 2004 by and among the parties listed
on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor
Trustee, is hereby
incorporated by reference to Exhibit 4.9 of the Registrants Form 10-K for the fiscal year
ended October 31,
2004.
Sixth Supplemental Indenture dated as of October 28, 2004 by and among the parties
listed on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby
incorporated by reference to Exhibit 4.10 of the Registrants Form 10-K for the fiscal year
ended
October 31, 2004.
Seventh Supplemental Indenture dated as of October 31, 2004 by and among the parties
listed on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby
incorporated by reference to Exhibit 4.11 of the Registrants Form 10-K for the fiscal year
ended
October 31, 2004.
Eighth Supplemental Indenture dated as of January 31, 2005 by and among the parties listed
on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor
Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for
the quarter ended April 30, 2005.
Ninth Supplemental Indenture dated as of June 6, 2005 by and among the parties listed on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for the
quarter ended July 31, 2005.
Tenth Supplemental Indenture dated as of August 1, 2005 by and among the parties listed on
Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby incorporated by reference to Exhibit 4.13 of the Registrants Registration Statement
on Form S-4 filed with the Securities and Exchange Commission on September 29, 2005, File Nos.
333-128683, 333-128683-01, 333-128683-02, 333-128683-03 and 333-128683-04.
Table of Contents
Exhibit
Number
Description
Eleventh Supplemental Indenture dated as of January 31, 2006 by and among the parties
listed on Schedule I thereto, and J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form
10-Q for the quarter ended April 30, 2006.
Twelfth Supplemental Indenture dated as of April 30, 2006 by and among the parties listed on
Schedule I thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee,
is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for the
quarter ended July 31, 2006.
Thirteenth Supplemental Indenture dated as of July 31, 2006 by and among the parties listed
on Schedule I thereto, and J.P. Morgan Trust Company, National Association, as successor
Trustee, is hereby incorporated by reference to Exhibit 4.16 of the Registrants Form 10-K for
the year ended October 31, 2006.
Fourteenth Supplemental Indenture dated as October 31, 2006 by and among the parties listed
on Schedule I thereto, and The Bank of New York Trust Company, N.A. as successor Trustee,
is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for the
quarter ended April 30, 2007.
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 Company, N.A. as successor Trustee,
is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for the
quarter ended July 31, 2007.
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 Company, N.A. as successor Trustee,
is hereby incorporated by reference to Exhibit 4.2 of the Registrants Form 10-Q for the
quarter ended July 31, 2007.
Seventeenth Supplemental Indenture dated as of January 31, 2008, by and among the
parties listed on
Schedule A thereto, and The Bank of New York Trust Company, N.A. as successor Trustee, is
hereby
incorporated by reference to Exhibit 4.1 of the Registrants Form 10-Q for the quarter ended
April 30, 2009.
Indenture, dated as of April 20, 2009, among Toll Brothers Finance Corp., the Registrant and
the other guarantors named therein and The Bank of New York Mellon, as trustee, 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 April 24, 2009.
Authorizing Resolutions, dated as of April 20, 2009, relating to the $400,000,000 principal
amount of 8.910% Senior Notes due 2017 of Toll Brothers Finance Corp. guaranteed on a Senior
Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference
to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 24, 2009.
Form of Global Note for Toll Brothers Finance Corp.s 8.910% Senior Notes due 2017 is hereby
incorporated by reference to Exhibit 4.3 to the Registrants Current Report on Form 8-K filed
with the Securities and Exchange Commission on April 24, 2009.
Authorizing Resolutions, dated as of September 22, 2009, relating to the $250,000,000
principal amount of 6.750% Senior Notes due 2019 of Toll Brothers Finance Corp. guaranteed on
a Senior Basis by the Registrant and certain of its subsidiaries, 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 September 22, 2009.
Form of Global Note for Toll Brothers Finance Corp.s 6.750% Senior Notes due 2019 is hereby
incorporated by reference to Exhibit 4.2 to the Registrants Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 22, 2009.
Table of Contents
Exhibit
Number
Description
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.
Credit Agreement by and among First Huntingdon Finance Corp., the Registrant and the
lenders which
are parties thereto dated October 22, 2010, is hereby incorporated by reference to Exhibit
10.1 of the
Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on
October 27, 2010.
Toll Brothers, Inc. Employee Stock Purchase Plan (amended and restated effective January
1, 2008) is
hereby incorporated by reference to Exhibit 4.31 of the Registrants Form 10-K for the year
ended
October 31, 2007.
Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) is hereby incorporated
by reference to
Exhibit 10.1 of the Registrants Form 10-Q for the quarter ended April 30, 1995.
Amendment to the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) dated
May 29, 1996
is hereby incorporated by reference to Exhibit 10.9 the Registrants Form 10-K for the fiscal
year ended
October 31, 1996.
Amendment to the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995)
effective March 22,
2001 is hereby incorporated by reference to Exhibit 10.3 of the Registrants Form 10-Q for the
quarter ended July 31, 2001.
Amendment to the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995)
effective
December 12, 2007 is hereby incorporated by reference to Exhibit 10.9 of the Registrants Form
10-K for
the year ended October 31, 2007.
Toll Brothers, Inc. Stock Incentive Plan (1998) is hereby incorporated by reference to
Exhibit 4 of the
Registrants Registration Statement on Form S-8 filed with the Securities and Exchange
Commission
on June 25, 1998, File No. 333-57645.
Amendment to the Toll Brothers, Inc. Stock Incentive Plan (1998) effective March 22, 2001
is hereby
incorporated by reference to Exhibit 10.4 of the
Registrants Form 10-Q for the quarter ended
July 31, 2001.
Amendment to the Toll Brothers, Inc. Stock Incentive Plan (1998) effective December 12,
2007 is hereby
incorporated by reference to Exhibit 10.4 of the Registrants Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 18, 2008.
Table of Contents
Exhibit
Number
Description
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007)
(amended and
restated as of September 17, 2008, is hereby incorporated by reference to Exhibit 4.1 of the
Registrants
Amendment No. 1 to Toll Brothers, Inc.s Registration Statement on Form S-8 (No. 333-143367)
filed
with the Securities and Exchange Commission on October 29, 2008.
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors
(2007)
(amended and restated as of September 17, 2008) is hereby incorporated by reference to Exhibit
4.1 of
the Registrants Amendment No. 1 to Toll Brothers,
Inc.s Registration Statement on Form S-8
(No. 333-144230) filed with the Securities and Exchange Commission on October 29, 2008.
Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock
Incentive Plan
for Employees (2007) is hereby incorporated by reference to
Exhibit 10.1 of the Registrants
Form 8-K filed with the Securities and Exchange Commission on December 19, 2007.
Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc.
Stock
Incentive Plan for Employees (2007) is hereby incorporated by reference to Exhibit 10.3 of
the Registrants Form 10-Q for the quarter ended July 31, 2007.
Form of Stock Award Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for
Employees (2007)
is hereby incorporated by reference to Exhibit 10.4 of the Registrants Form 10-Q for the
quarter ended
July 31, 2007.
Form of Restricted Stock Unit Award pursuant to the Toll Brothers, Inc. Amended and
Restated Stock Incentive Plan for Employees (2007) is hereby incorporated by reference to
Exhibit 10.19 of the Registrants Form 10-K for the period ended October 31, 2008.
Restricted Stock Unit Award to Robert I. Toll, dated December 19, 2008, pursuant to the
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) is
incorporated by reference to Exhibit 10.20 of the Registrants Form 10-K for the period ended
October 31, 2008.
Restricted Stock Unit Award to Robert I. Toll, dated December 21, 2009, pursuant to the
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) is
incorporated by reference to Exhibit 10.17 of the Registrants Form 10-K for the period ended
October 31, 2009.
Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock
Incentive Plan for
Non-Employee Directors (2007) is hereby incorporated by reference to Exhibit 10.2 of the
Registrants
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19,
2007.
Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc.
Amended and
Restated Stock Incentive Plan for Non-Employee Directors (2007) is hereby incorporated by
reference to Exhibit 10.6 of the Registrants Form 10-Q for the quarter ended July 31, 2007.
Form of Stock Award Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for
Non-Employee
Directors (2007) is hereby incorporated by reference to Exhibit 10.7 of the Registrants Form
10-Q for the
quarter ended July 31, 2007.
Form of Stock Award Amendment pursuant to the Toll Brothers, Inc. Amended and Restated Stock
Incentive Plan for Non-Employee Directors (2007) is hereby incorporated by reference to
Exhibit 10.4 of
the Registrants Form 10-Q for the quarter ended January 31, 2010.
Toll Brothers, Inc. Cash Bonus Plan (amended and restated as of December 9, 2009) is
incorporated by reference to Exhibit 10.21 of the Registrants Form 10-K for the period ended
October 31, 2009.
Table of Contents
Exhibit
Number
Description
Toll Brothers, Inc. Senior Officer Bonus Plan is hereby incorporated by reference to
Addendum C to Toll Brothers, Inc.s definitive proxy statement on Schedule 14A for the Toll
Brothers, Inc. 2010 Annual Meeting of Stockholders held on March 17, 2010 filed with the
Securities and Exchange Commission on February 1, 2010.
Toll Brothers, Inc. Supplemental Executive Retirement Plan (amended and restated
effective as of December 12, 2007) is hereby incorporated by reference to Exhibit 10.1 to the
Registrants Form 10-Q for the quarter ended July 31, 2010.
Agreement dated March 5, 1998 between the Registrant and Bruce E. Toll regarding Mr.
Tolls resignation and related matters is hereby incorporated by reference to Exhibit 10.2 to the
Registrants Form 10-Q for the quarter ended April 30, 1998.
Advisory and Non-Competition Agreement between the Registrant and Bruce E. Toll, dated as
of November 1, 2010, is incorporated by reference to Exhibit 10.34 of the Registrants Form
10-K for the period ended October 31, 2010.
Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of
November 1, 2008, is incorporated by reference to Exhibit 10.45 of the Registrants Form 10-K for the period
ended October 31, 2008.
Amendment Number 1 dated November 1, 2010 to the Toll Bros., Inc. Non-Qualified Deferred
Compensation Plan, amended and restated as of November 1, 2008, is incorporated by
reference to Exhibit 10.40 of the Registrants Form 10-K for the period ended October 31,
2010.
Form of Indemnification Agreement between the Registrant and the members of its Board of
Directors, 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 March 17, 2009.
Restricted Stock Unit Award to Douglas C. Yearley, Jr., dated December 20, 2010, pursuant
to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007), is incorporated by reference to Exhibit 10.42 of the Registrants Form 10-K for the period ended October 31,
2010.
Restricted Stock Unit Award to Martin P. Connor, dated December 20, 2010, pursuant to the
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007), is incorporated
by reference to Exhibit 10.43 of the Registrants Form 10-K for the period ended October 31, 2010.
Restricted Stock Unit Award to Robert I. Toll, dated December 20, 2010, pursuant to the
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007), is incorporated by reference
to Exhibit 10.44 of the Registrants Form 10-K for the period ended October 31, 2010.
Form of Performance Based Restricted Stock Unit Award pursuant to the
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007), is filed herewith.
Statement re: Computation of Ratios of Earnings to Fixed Charges.
Subsidiaries of the Registrant.
Consent of Ernst & Young LLP, Independent Registered Public Accountant.
Consent of WeiserMazars LLP, Independent Registered Public Accountant.
Table of Contents
Exhibit
Number
Description
Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Financial Statements of TMF Kent Partners, LLC.
Financial Statements of KTL 303 LLC.
XBRL Instance Document
XBRL Schema Document
XBRL Calculation Linkbase Document
XBRL Labels Linkbase Document
XBRL Presentation Linkbase Document
XBRL Definition Linkbase Document
*
This exhibit is a management contract or compensatory plan or arrangement required to be
filed as an exhibit
to this report.
**
This exhibit is a management contract or compensatory plan or arrangement required to be
filed as an exhibit to this report and is furnished electronically herewith.
***
Furnished electronically herewith.
Table of Contents
TOLL BROTHERS, INC.
By:
/s/ Douglas C. Yearly, Jr.
Douglas C. Yearley, Jr.
Chief Executive Officer
(Principal Executive Officer)
Signature
Title
Date
Executive Chairman of the Board of Directors
December
22, 2011
Vice Chairman of the Board and Director
December
22, 2011
Chief Executive Officer and Director
(Principal Executive Officer)
December
22, 2011
President, Chief Operating Officer and Director
December
22, 2011
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)
December
22, 2011
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
December
22, 2011
Director
December
22, 2011
Director
December
22, 2011
Director
December
22, 2011
Director
December
22, 2011
Director
December
22, 2011
Director
December
22, 2011
Director
December
22, 2011
Table of Contents
Table of Contents
December 22, 2011
Table of Contents
December 22, 2011
Table of Contents
(Amounts in thousands, except per share data)
Year ended October 31,
2011
2010
2009
$
1,475,881
$
1,494,771
$
1,755,310
1,260,770
1,376,558
1,951,312
261,355
263,224
313,209
1,504
22,751
7,949
1,523,629
1,662,533
2,272,470
(47,748
)
(167,762
)
(517,160
)
(1,194
)
23,470
(7,518
)
23,403
28,313
41,906
(3,827
)
(1,208
)
(13,693
)
(29,366
)
(117,187
)
(496,465
)
(69,161
)
(113,813
)
259,360
$
39,795
$
(3,374
)
$
(755,825
)
$
0.24
$
(0.02
)
$
(4.68
)
$
0.24
$
(0.02
)
$
(4.68
)
167,140
165,666
161,549
168,381
165,666
161,549
Table of Contents
(Amounts in thousands)
Table of Contents
(Amounts in thousands)
Accum-
ulated
Other
Compre-
Additional
hensive
Non-
Common
Paid-In
Retained
Treasury
Income
Controlling
Total
Stock
Capital
Earnings
Stock
(Loss)
Interest
Equity
Shares
$
$
$
$
$
$
$
160,369
1,604
282,090
2,953,655
(21
)
325
3,237,653
(755,825
)
(755,825
)
(79
)
(1
)
1
(1,473
)
(1,473
)
4,415
44
22,954
1,322
24,320
26
486
486
1
35
13
48
10,925
10,925
27
27
3,283
3,283
(2,962
)
(2,962
)
164,732
1,647
316,518
2,197,830
(159
)
(2,637
)
3,283
2,516,482
(3,374
)
(3,374
)
(31
)
(588
)
(588
)
1,684
17
33,638
620
34,275
24
435
435
3
61
31
92
9,332
9,332
1
22
22
2,060
2,060
277
277
166,413
1,664
360,006
2,194,456
(96
)
(577
)
3,560
2,559,013
39,795
39,795
(1
)
(49,102
)
(49,103
)
2,236
23
23,156
1,940
25,119
15
285
126
411
10
208
67
275
8,626
8,626
1
8,102
8,102
(2,325
)
(2,325
)
2,638
2,638
168,675
1,687
400,382
2,234,251
(47,065
)
(2,902
)
6,198
2,592,551
Table of Contents
(Amounts in thousands)
Year ended October 31,
2011
2010
2009
$
39,795
$
(3,374
)
$
(755,825
)
23,142
20,044
23,925
12,768
11,677
10,987
(4,954
)
(24,817
)
40,870
11,300
(39,676
)
(23,470
)
(3,782
)
12,081
10,297
816
(5,113
)
(18,188
)
60,697
(52,577
)
18,188
(60,697
)
458,280
51,837
115,258
465,411
475
(970
)
3,827
1,208
13,693
(215,738
)
(140,344
)
489,213
(630,294
)
(628,154
)
(571,158
)
659,610
579,221
577,263
41,146
(60,906
)
(11,521
)
(3,115
)
20,045
13,175
(15,182
)
(45,706
)
(28,899
)
(38,598
)
(149,065
)
141,590
20,250
(161,840
)
(56,225
)
14,828
(22,972
)
52,850
(146,284
)
283,191
(9,553
)
(4,830
)
(2,712
)
(452,864
)
(157,962
)
(101,324
)
408,831
60,000
(132
)
(58,286
)
(31,342
)
43,309
9,696
3,205
(66,867
)
2,806
(74,470
)
(151,382
)
(132,173
)
635,765
921,251
927,233
636,975
(952,621
)
(1,316,514
)
(785,883
)
(47,872
)
(296,503
)
(58,837
)
(46,114
)
(210,640
)
25,531
7,589
22,147
4,954
24,817
(49,102
)
(588
)
(1,473
)
2,678
320
(2,000
)
(111,100
)
(470,992
)
23,205
(132,720
)
(768,658
)
174,223
1,039,060
1,807,718
1,633,495
$
906,340
$
1,039,060
$
1,807,718
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Level 1:
Fair value determined based on quoted prices in active markets for
identical assets or liabilities.
Level 2:
Fair value determined using significant observable inputs, generally either
quoted prices in active markets for similar assets or liabilities or quoted prices in
markets that are not active.
Level 3:
Fair value determined using significant unobservable inputs, such as
pricing models, discounted cash flows, or similar techniques.
Table of Contents
Table of Contents
Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, and New York
Delaware, Maryland, Pennsylvania and Virginia
Florida, North Carolina, South Carolina and Texas
Arizona, California, Colorado and Nevada
Table of Contents
Cost of
Interest and
revenues
other income
$
1,383,075
$
34,830
1,376,558
28,313
$
(6,517
)
$
6,517
Table of Contents
2011
2010
$
46,581
$
31,899
979,145
923,972
2,390,997
2,285,854
$
3,416,723
$
3,241,725
2011
2010
2009
43
36
16
$
256,468
$
212,882
$
75,942
2
13
16
$
11,076
$
78,100
$
91,477
2011
2010
2009
$
17,752
$
6,069
$
28,518
17,000
55,700
169,488
17,085
53,489
267,405
$
51,837
$
115,258
$
465,411
Table of Contents
Impaired Communities
Fair Value of
Communities
Number of
Net of
Communities
Number of
Impairment
Impairment
Three months ended:
Tested
Communities
Charges
Charges
143
6
$
56,105
$
5,475
142
9
$
40,765
10,725
129
2
$
867
175
114
3
$
3,367
710
$
17,085
260
14
$
60,519
$
22,750
161
7
$
53,594
15,020
155
7
$
21,457
6,600
144
12
$
39,209
9,119
$
53,489
289
41
$
216,227
$
108,300
288
36
$
181,790
67,410
288
14
$
67,713
46,822
254
21
$
116,379
44,873
$
267,405
2011
2010
2009
$
267,278
$
259,818
$
238,832
114,761
114,975
118,026
(77,623
)
(75,876
)
(78,661
)
(1,504
)
(22,751
)
(7,949
)
(1,155
)
(8,369
)
(10,116
)
(3,000
)
(519
)
(314
)
$
298,757
$
267,278
$
259,818
Table of Contents
Table of Contents
Table of Contents
October 31, 2011
Home
Toll
Structured
Develop-
Building
Brothers
Asset
ment Joint
Joint
Realty Trust
Joint
Ventures
Ventures
I and II
Venture
Total
$
14,190
$
10,663
$
11,726
$
48,780
$
85,359
37,340
170,239
5,501
213,080
295,044
295,044
178,339
178,339
1,087
230,872
231,959
331,315
20,080
9,675
159,143
520,213
$
382,845
$
200,982
$
206,328
$
733,839
$
1,523,994
$
327,856
$
50,515
$
198,927
$
310,847
$
888,145
5,352
9,745
3,427
382
18,906
49,637
140,722
3,974
172,944
367,277
249,666
249,666
$
382,845
$
200,982
$
206,328
$
733,839
$
1,523,994
$
17,098
$
72,734
$
1,872
$
34,651
$
126,355
October 31, 2010
Home
Toll
Structured
Develop-
Building
Brothers
Asset
ment Joint
Joint
Realty Trust
Joint
Ventures
Ventures
I and II
Venture
Total
$
21,224
$
14,831
$
13,154
$
21,287
$
70,496
486,394
343,463
5,340
835,197
498,256
498,256
185,658
185,658
1,934
124,775
126,709
194,541
29,374
9,401
15,003
248,319
$
702,159
$
387,668
$
215,487
$
659,321
$
1,964,635
$
379,793
$
208,295
$
184,616
$
303,192
$
1,075,896
60,385
11,207
3,952
265
75,809
261,981
168,166
26,919
146,248
603,314
209,616
209,616
$
702,159
$
387,668
$
215,487
$
659,321
$
1,964,635
$
58,551
$
99,259
$
11,382
$
29,250
$
198,442
(1)
Included in other assets at October 31, 2011 and 2010 of the Structured Asset Joint Venture is $152.6 million
and $8.5 million, respectively, of restricted cash held in a defeasance account which will be used to repay debt
of the Structured Asset Joint Venture.
(2)
Differences between the Companys net investment in unconsolidated entities and its
underlying equity in the net assets of the entities is primarily a result of impairments
related to the Companys investments in unconsolidated entities, a loan made to one of the
entities by the Company, and distributions from entities in excess of the carrying amount of
the Companys net investment.
Table of Contents
For the year ended October 31, 2011
Home
Toll
Structured
Develop-
Building
Brothers
Asset
ment Joint
Joint
Realty Trust
Joint
Ventures
Ventures
I and II
Venture
Total
$
4,624
$
242,326
$
37,728
$
46,187
$
330,865
3,996
191,922
15,365
30,477
241,760
1,527
8,954
18,808
10,624
39,913
61,406
61,406
(899
)
41,450
3,555
66,492.
110,598
9,498
1,605
252
11,355
8,599
43,055
3,555
66,744.
121,953
40,048
40,048
$
8,599
$
43,055
$
3,555
$
26,696
$
81,905
$
(25,272
)
$
15,159
$
3,580
$
5,339
$
(1,194
)
For the year ended October 31, 2010
Home
Toll
Structured
Develop-
Building
Brothers
Asset
ment Joint
Joint
Realty Trust
Joint
Ventures
Ventures
I and II
Venture
Total
$
7,370
$
132,878
$
34,755
$
16,582
$
191,585
6,402
106,638
13,375
6,693
133,108
1,522
8,121
18,693
2,977
31,313
(5,272
)
(5,272
)
(554
)
18,119
2,687
1,640
21,892
13,616
572
5
14,193
13,062
18,691
2,687
1,645
36,085
987
987
$
13,062
$
18,691
$
2,687
$
658
$
35,098
$
10,664
$
11,272
$
1,402
$
132
$
23,470
For the year ended October 31, 2009
Home
Toll
Structured
Develop-
Building
Brothers
Asset
ment Joint
Joint
Realty Trust
Joint
Ventures
Ventures
I and II
Venture
Total
$
144
$
48,719
$
34,955
$
$
83,818
141
76,525
13,943
90,609
1,025
8,482
17,994
27,501
(1,022
)
(36,288
)
3,018
(34,292
)
15,483
(1,879
)
13,604
$
14,461
$
(38,167
)
$
3,018
$
$
(20,688
)
$
(5,120
)
$
(3,676
)
$
1,278
$
$
(7,518
)
(3)
Differences between the Companys equity in earnings (losses) of unconsolidated entities and
the underlying net income of the entities is primarily a result of impairments related to the
Companys investment in unconsolidated entities, distributions from entities in excess of the
carrying amount of the Companys net investment, and the Companys share of the entities
profits related to home sites purchased by the Company which reduces the Companys cost basis
of the home sites.
Table of Contents
$
200,047
(81,723
)
118,324
(51,462
)
$
66,862
$
171,559
(108,325
)
$
63,234
$
51,462
(4,480
)
(4,599
)
(57
)
$
42,326
Table of Contents
2011
2010
$
106,556
$
94,491
3.99
%
3.75
%
0.16%-7.87
%
0.50% - 8.00
%
$
105,092
$
93,029
$
283,169
$
257,563
2011
2010
$
139,776
$
194,865
141,635
141,635
267,960
267,960
300,000
300,000
400,000
400,000
250,000
250,000
(8,399
)
(10,350
)
$
1,490,972
$
1,544,110
Table of Contents
2011
2010
2009
$
55,089
$
105,135
$
13,500
94,985
32,040
$
55,089
$
45,540
$
200,120
$
3,827
$
744
$
11,626
2010
2009
$
47,872
$
102,128
193,000
$
47,872
$
295,128
$
34
$
2,067
Table of Contents
Amount
$
92,827
294,742
271,969
301,872
1,955
2011
2010
$
109,574
$
110,301
96,037
95,107
130,714
143,421
60,130
88,121
42,474
45,835
25,968
26,998
56,154
60,538
$
521,051
$
570,321
2011
2010
2009
$
45,835
$
53,937
$
57,292
8,809
9,147
10,499
(828
)
(4,684
)
1,697
(11,342
)
(12,565
)
(15,551
)
$
42,474
$
45,835
$
53,937
2011
2010
2009
$
%*
$
%*
$
%*
(10,278
)
35.0
(41,015
)
35.0
(173,763
)
35.0
(954
)
3.2
(3,809
)
3.3
(14,522
)
2.9
(52,306
)
178.1
(39,485
)
33.7
(77,337
)
15.6
3,055
(10.4
)
9,263
(7.9
)
6,828
(1.4
)
35,575
(30.3
)
39,500
(8.0
)
(25,948
)
88.4
43,876
(149.4
)
55,492
(47.4
)
458,280
(92.3
)
(25,689
)
87.5
(128,640
)
109.7
10,000
(2.0
)
(917
)
3.1
(1,194
)
1.0
10,374
(2.1
)
(69,161
)
235.5
(113,813
)
97.1
259,360
(52.3
)
*
Due to rounding, amounts may not add.
Table of Contents
2011
2010
2009
$
(21,517
)
$
(67,318
)
$
333,311
(47,644
)
(46,495
)
(73,951
)
$
(69,161
)
$
(113,813
)
$
259,360
$
(43,212
)
$
(156,985
)
$
(229,003
)
(25,949
)
43,172
488,363
$
(69,161
)
$
(113,813
)
$
259,360
2011
2010
2009
$
160,446
$
171,366
$
320,679
8,168
14,251
11,000
15,675
47,500
(17,954
)
(138,333
)
(33,370
)
(12,621
)
(40,846
)
(69,480
)
$
104,669
$
160,446
$
171,366
Table of Contents
$
29,200
$
39,209
2011
2010
$
5,573
$
4,917
427,807
415,801
10,036
13,093
44,319
48,657
47,387
55,090
18,406
11,159
11,232
5,382
3,497
570,142
552,214
94,129
91,731
(10,553
)
(10,097
)
32,416
29,334
(9,295
)
(3,635
)
36,074
35,698
142,771
143,031
427,371
409,183
(74,030
)
(45,030
)
(353,341
)
(364,153
)
$
$
Table of Contents
2011
2010
2009
3,068
31
79
$
16.00
$
19.24
$
18.70
8,786
11,855
11,885
Table of Contents
2011
2010
2009
45.38% - 49.46%
46.74% - 51.41%
46.74% - 50.36%
47.73%
49.51%
48.06%
1.64% - 3.09%
2.15% - 3.47%
1.24% - 1.90%
4.29 - 8.75
4.44 - 8.69
4.29 - 8.52
none
none
none
$7.94
$7.63
$8.60
Table of Contents
2011
2010
2009
$
8,626
$
9,332
$
10,925
(a)
$
3,266
$
4,370
(a)
Due to the losses recognized by the Company over the past several years and its
inability to forecast future pre-tax profits, the Company has not recognized or estimated a
tax benefit on its stock based compensation expense in fiscal 2011.
2011
2010
2009
Weighted-
Weighted-
Weighted-
Number
average
Number
average
Number
average
of
exercise
of
exercise
of
exercise
options
price
options
price
options
price
14,339
$
19.36
16,123
$
17.73
19,854
$
14.73
1,103
19.32
1,015
18.39
1,092
21.68
(2,467
)
11.07
(2,498
)
8.72
(4,436
)
5.03
(107
)
20.12
(301
)
17.03
(387
)
20.49
12,868
$
20.94
14,339
$
19.36
16,123
$
17.73
10,365
$
21.24
11,670
$
19.00
13,171
$
16.53
6,712
8,038
9,168
Options outstanding
Options exercisable
Weighted-
Weighted-
average
average
remaining
Weighted-
remaining
Weighted-
Range of
Number
contractual
average
Number
contractual
average
exercise
outstanding
life
exercise
exercisable
life
exercise
prices
(in 000s)
(in years)
price
(in 000s)
(in years)
price
2,484
0.8
$
10.66
2,484
0.8
$
10.66
5,249
5.1
$
19.36
3,489
3.3
$
19.57
2,376
6.5
$
21.13
1,648
2.3
$
21.06
2,759
4.0
$
33.04
2,744
4.0
$
33.05
12,868
4.3
$
20.94
10,365
3.4
$
21.24
Table of Contents
2011
2010
2009
$
16,839
$
35,214
$
54,646
$
16,839
$
35,214
$
54,646
2011
2010
2009
$
23,573
$
25,327
$
74,659
$
11,027
$
12,336
$
15,528
2011
2010
2009
194,000
1,201,372
93,000
98,918
798,420
21,070
95,082
402,952
71,930
$
18.94
$
17.96
$
21.29
$
1,873
$
14,341
$
400
2011
2010
2009
28,900
29,512
38,379
14,807
14,459
9,237
14,093
15,053
29,142
$
20.53
$
19.71
$
21.40
$
304
$
285
$
198
Table of Contents
2011
2010
2009
306,000
200,000
200,000
$
19.32
$
18.38
$
21.70
$
25.12
$
23.89
$
28.21
48.22
%
49.92
%
48.14
%
1.99
%
2.43
%
1.35
%
3.0 years
3.0 years
3.0 years
$
4,994
$
3,160
$
3,642
$
3,701
$
2,121
$
1,045
2011
2010
2009
706,000
400,000
200,000
$
4,929
$
3,636
$
2,597
2011
2010
15,497
19,663
$
19.32
$
18.38
$
299
$
361
$
144
$
138
30,994
19,663
$
379
$
224
Table of Contents
2011
2010
2009
741
924
836
8,975
2,749
1,509
$
15
$
17
$
15
2011
2010
2009
23,079
23,587
25,865
$
15.59
$
16.20
$
16.49
$
54
$
57
$
64
2011
2010
2009
167,140
165,666
161,549
1,241
168,381
165,666
161,549
1,968
3,936
7,936
8,401
7,604
2,390
1,712
4,442
(a)
Common stock equivalents represent the dilutive effect of outstanding
in-the-money stock options using the treasury stock method. For fiscal 2010 and 2009,
there were no incremental shares attributed to outstanding options to purchase common
stock because the Company had a net loss in fiscal 2010 and fiscal 2009 and any
incremental shares would be anti-dilutive.
(b)
Based upon the average quarterly closing price of the Companys common stock on
the NYSE for the period.
Table of Contents
Fair value
Fair value
October 31,
October 31,
Financial Instrument
hierarchy
2011
2010
Level 1
$
233,572
Level 1
$
175,370
Level 1
$
22,497
Level 2
$
63,175
$
93,644
Level 2
$
218
$
(459
)
Level 2
$
(147
)
$
130
Level 2
$
147
$
(130
)
Aggregate unpaid
principal balance
Fair value
Excess
$
62,765
$
63,175
$
410
$
92,082
$
93,644
$
1,562
October 31,
October 31,
2011
2010
$
233,852
$
197,699
28
180
(308
)
(12
)
$
233,572
$
197,867
Table of Contents
Fair value of
communities, net
of impairment
Impairment
Three months ended:
charges
charges
$
56,105
$
5,475
$
40,765
10,725
$
4,769
16,175
$
5,718
1,710
$
34,085
$
82,509
$
31,750
$
64,964
41,770
$
40,071
12,450
$
67,850
23,219
$
109,189
October 31, 2011
October 31, 2010
Estimated
Estimated
Book value
fair value
Book value
fair value
$
106,556
$
98,950
$
94,491
$
87,751
1,499,371
1,614,010
1,554,460
1,679,052
57,409
57,409
72,367
72,367
$
1,663,336
$
1,770,369
$
1,721,318
$
1,839,170
(a)
The estimated fair value of loans payable was based upon their indicated market prices or
the interest rates that the Company believed were available to it for loans with similar
terms and remaining maturities as of the applicable valuation date.
(b)
The estimated fair value of the Companys senior notes is based upon their indicated market
prices.
(c)
The Company believes that the carrying value of its mortgage company loan borrowings
approximates their fair value.
Table of Contents
2011
2010
2009
$
305
$
270
$
132
1,290
1,396
1,366
694
1,248
1,076
72
(1,272
)
$
2,289
$
2,986
$
1,302
$
26,037
$
25,161
$
19,005
202
305
270
132
1,290
1,396
1,366
(504
)
(125
)
(125
)
2,638
(867
)
4,783
$
29,766
$
26,037
$
25,161
$
4,027
$
5,145
$
6,221
130
(694
)
(1,248
)
(1,076
)
$
3,333
$
4,027
$
5,145
$
(1,064
)
$
1,574
$
707
$
29,766
$
26,037
$
25,161
$
29,766
$
26,037
$
25,161
Year ending October 31,
Amount
$
641
$
1,551
$
1,638
$
1,645
$
1,761
$
11,522
Table of Contents
2011
2010
2009
$
39,795
$
(3,374
)
$
(755,825
)
(1,934
)
1,986
(2,988
)
(192
)
74
26
$
37,669
$
(1,314
)
$
(758,787
)
$
1,975
Table of Contents
2011
2010
$
551,905
$
419,194
12,471
131,217
$
564,376
$
550,411
$
37,987
$
47,111
37,272
526,389
466,028
$
564,376
$
550,411
$
44
$
77,618
Table of Contents
2011
2010
$
129,553
$
169,525
306,722
263,477
$
436,275
$
433,002
$
129,553
$
169,525
60,680
91,689
$
190,233
$
261,214
Year ending October 31,
Amount
$
12,059
$
13,972
$
14,923
Table of Contents
Year ending October 31,
Amount
$
10,444
8,355
7,107
6,024
3,838
8,973
$
44,741
2011
2010
2009
$
66,224
$
51,458
$
53,619
$
60,967
$
46,059
$
46,296
(Loss) income before
Revenues
income taxes
2011
2010
2009
2011
2010
2009
$
381.6
$
407.7
$
585.3
$
42.5
$
(2.3
)
$
(103.3
)
499.7
488.4
492.7
57.6
33.9
(25.0
)
285.0
264.3
288.2
(25.9
)
(35.2
)
(49.4
)
309.6
334.4
389.1
(27.1
)
(11.9
)
(209.0
)
(76.5
)
(101.7
)
(109.8
)
$
1,475.9
$
1,494.8
$
1,755.3
$
(29.4
)
$
(117.2
)
$
(496.5
)
2011
2010
$
1,060.2
$
961.3
1,235.9
1,161.5
760.1
693.8
650.8
712.4
1,348.2
1,642.6
$
5,055.2
$
5,171.6
Table of Contents
Table of Contents
2011
2010
2009
$
18,666
$
34,333
$
33,003
$
3,994
$
144,753
$
154,524
$
152,770
$
105,584
$
29,320
$
41,276
$
6,263
$
(4,889
)
$
14,889
$
1,781
$
1,725
$
431
$
20,005
$
18,711
$
5,283
$
16,150
$
(2,638
)
$
867
$
(4,783
)
$
202
$
27,150
$
2,672
$
13,423
$
7,679
$
20,489
$
10,981
$
4,233
$
7,800
$
(2,212
)
$
2,495
$
1,759
$
24
$
22
$
27
Table of Contents
Table of Contents
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
1,418,883
56,998
1,475,881
1,203,435
64,847
(7,512
)
1,260,770
137
1,345
270,710
42,026
(52,863
)
261,355
103,604
1,504
(103,604
)
1,504
137
104,949
1,475,649
106,873
(163,979
)
1,523,629
(137
)
(104,949
)
(56,766
)
(49,875
)
163,979
(47,748
)
6,129
(7,323
)
(1,194
)
108,776
21,408
44,699
(151,480
)
23,403
(3,827
)
(3,827
)
(29,229
)
29,229
(29,366
)
(29,229
)
(12,499
)
41,728
(29,366
)
(69,161
)
(68,837
)
(29,436
)
98,273
(69,161
)
39,795
39,608
16,937
(56,545
)
39,795
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
1,441,773
52,998
1,494,771
1,311,709
69,521
(4,672
)
1,376,558
77
1,365
261,236
22,661
(22,115
)
263,224
106,411
22,751
(106,411
)
22,751
77
107,776
1,595,696
92,182
(133,198
)
1,662,533
(77
)
(107,776
)
(153,923
)
(39,184
)
133,198
(167,762
)
5,905
17,565
23,470
108,520
31,372
31,460
(143,039
)
28,313
(744
)
(464
)
(1,208
)
(117,110
)
117,110
(117,187
)
(117,110
)
9,841
107,269
(117,187
)
(113,813
)
(124,695
)
9,596
115,099
(113,813
)
(3,374
)
7,585
245
(7,830
)
(3,374
)
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
1,596,491
158,819
1,755,310
1,767,228
181,825
2,259
1,951,312
47
1,033
320,019
25,028
(32,918
)
313,209
87,501
7,949
(87,501
)
7,949
47
88,534
2,095,196
206,853
(118,160
)
2,272,470
(47
)
(88,534
)
(498,705
)
(48,034
)
118,160
(517,160
)
(2,218
)
(5,300
)
(7,518
)
100,160
6,572
27,776
(92,602
)
41,906
(11,626
)
(2,067
)
(13,693
)
(496,418
)
496,418
(496,465
)
(496,418
)
(25,558
)
521,976
(496,465
)
259,360
(259,329
)
(13,351
)
272,680
259,360
(755,825
)
(237,089
)
(12,207
)
249,296
(755,825
)
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
39,795
39,608
16,937
(56,545
)
39,795
3,210
19,343
589
23,142
12,768
12,768
15,170
25,700
40,870
(21,299
)
(18,377
)
(39,676
)
12,747
(666
)
12,081
(5,113
)
(5,113
)
(18,188
)
(18,188
)
18,188
18,188
51,837
51,837
475
475
3,827
3,827
(89,869
)
(125,869
)
(215,738
)
(630,294
)
(630,294
)
659,610
659,610
41,822
(676
)
41,146
(116,644
)
53,557
(267,889
)
264,496
54,959
(11,521
)
1,677
11,498
13,175
2,287
(1,757
)
80,257
(111,272
)
1,586
(28,899
)
141,590
141,590
(56,225
)
(56,225
)
23,571
58,837
(116,596
)
87,038
52,850
(6,658
)
(2,895
)
(9,553
)
(452,864
)
(452,864
)
408,831
408,831
(70
)
(62
)
(132
)
23,859
19,450
43,309
(66,867
)
(66,867
)
2,806
2,806
(26,902
)
(47,568
)
(74,470
)
921,251
921,251
(11,589
)
(941,032
)
(952,621
)
(58,837
)
(58,837
)
25,531
25,531
(49,102
)
(49,102
)
2,678
2,678
(23,571
)
(58,837
)
(11,589
)
(17,103
)
(111,100
)
(155,087
)
22,367
(132,720
)
930,387
108,673
1,039,060
775,300
131,040
906,340
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
(3,374
)
7,585
245
(7,830
)
(3,374
)
28
3,262
15,961
793
20,044
11,677
11,677
(4,954
)
(4,954
)
(5,773
)
(17,697
)
(23,470
)
10,297
10,297
60,697
60,697
(60,697
)
(60,697
)
107,508
7,750
115,258
(970
)
(970
)
744
464
1,208
(16,730
)
(123,614
)
(140,344
)
(628,154
)
(628,154
)
579,221
579,221
(60,906
)
(60,906
)
(50,136
)
36,330
(143,435
)
144,502
9,624
(3,115
)
(9,713
)
(5,469
)
(15,182
)
(274
)
5,778
(133,422
)
91,114
(1,794
)
(38,598
)
20,250
20,250
14,828
14,828
(11,955
)
46,114
(228,164
)
47,721
(146,284
)
(4,750
)
(80
)
(4,830
)
(157,962
)
(157,962
)
60,000
60,000
(28,493
)
(29,793
)
(58,286
)
9,696
9,696
(121,509
)
(29,873
)
(151,382
)
927,233
927,233
(372,419
)
(944,095
)
(1,316,514
)
(47,872
)
(47,872
)
(46,114
)
(46,114
)
7,589
7,589
4,954
4,954
(588
)
(588
)
320
320
11,955
(46,114
)
(420,291
)
(16,542
)
(470,992
)
(769,964
)
1,306
(768,658
)
1,700,351
107,367
1,807,718
930,387
108,673
1,039,060
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
(755,825
)
(237,089
)
(11,327
)
248,416
(755,825
)
28
2,652
20,363
882
23,925
10,987
10,987
(24,817
)
(24,817
)
6,000
5,300
11,300
1,518
(5,300
)
(3,782
)
816
816
(52,577
)
(52,577
)
458,280
458,280
419,311
46,100
465,411
11,626
2,067
13,693
377,146
112,067
489,213
(571,158
)
(571,158
)
577,263
577,263
508,224
(439,154
)
185,744
16,228
(250,997
)
20,045
(22,842
)
(22,864
)
(45,706
)
(4,979
)
(249
)
(111,030
)
(35,388
)
2,581
(149,065
)
(161,840
)
(161,840
)
(22,972
)
(22,972
)
(45,491
)
(425,125
)
642,004
111,803
283,191
(2,719
)
7
(2,712
)
(101,324
)
(101,324
)
(31,342
)
(31,342
)
3,205
3,205
(132,180
)
7
(132,173
)
635,765
635,765
636,975
636,975
(28,587
)
(757,296
)
(785,883
)
(296,503
)
(296,503
)
(210,640
)
(210,640
)
22,147
22,147
24,817
24,817
(1,473
)
(1,473
)
(2,000
)
(2,000
)
45,491
425,125
(325,090
)
(122,321
)
23,205
184,734
(10,511
)
174,223
1,515,617
117,878
1,633,495
1,700,351
107,367
1,807,718
Table of Contents
Three Months Ended,
October 31
July 31
April 30
January 31
$
427,785
$
394,305
$
319,675
$
334,116
$
65,281
$
54,358
$
43,321
$
52,151
$
15,277
$
3,888
$
(31,484
)
$
(17,047
)
$
15,043
$
42,108
$
(20,773
)
$
3,417
$
0.09
$
0.25
$
(0.12
)
$
0.02
$
0.09
$
0.25
$
(0.12
)
$
0.02
166,896
168,075
166,910
166,677
167,525
169,338
166,910
168,121
$
402,600
$
454,202
$
311,271
$
326,698
$
38,617
$
64,697
$
5,688
$
9,211
$
(9,467
)
$
823
$
(51,789
)
$
(56,754
)
$
50,479
$
27,302
$
(40,401
)
$
(40,754
)
$
0.30
$
0.16
$
(0.24
)
$
(0.25
)
$
0.30
$
0.16
$
(0.24
)
$
(0.25
)
166,269
165,752
165,407
165,237
167,777
167,658
165,407
165,237
(1)
Due to rounding, the sum of the quarterly earnings per share amounts may not equal the
reported earnings per share for the year.
(2)
For the three months ended April 30, 2011, April 30, 2010 and January 31, 2010, there were no
incremental shares attributed to outstanding options to purchase common stock because the Company
reported a net loss for each period, and any incremental shares would be anti-dilutive.
2
3
TOLL BROTHERS, INC.
|
GRANTEE: |
4
5
October 31, | ||||||||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | ||||||||||||||||
|
||||||||||||||||||||
(Loss) earnings:
|
||||||||||||||||||||
(Loss) income
before income
taxes
|
$ | 70,680 | $ | (466,787 | ) | $ | (496,465 | ) | $ | (117,187 | ) | $ | (29,366 | ) | ||||||
Interest expense
|
102,652 | 89,300 | 96,727 | 106,997 | 80,282 | |||||||||||||||
Rent expense
|
4,252 | 4,070 | 3,066 | 2,890 | 2,343 | |||||||||||||||
Amortization
|
1,102 | 1,380 | 1,239 | 1,374 | 1,347 | |||||||||||||||
|
||||||||||||||||||||
|
$ | 178,686 | $ | (372,037 | ) | $ | (395,433 | ) | $ | (5,926 | ) | $ | 54,606 | |||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Homebuilding
|
||||||||||||||||||||
Interest incurred
|
$ | 136,758 | $ | 116,340 | $ | 118,026 | $ | 114,975 | $ | 114,761 | ||||||||||
Rent expense
|
4,252 | 4,070 | 3,066 | 2,890 | 2,343 | |||||||||||||||
Amortization
|
1,102 | 1,380 | 1,239 | 1,374 | 1,347 | |||||||||||||||
|
||||||||||||||||||||
|
$ | 142,112 | $ | 121,790 | $ | 122,331 | $ | 119,239 | $ | 118,451 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio
|
1.26 | (a) | (a) | (a) | (a) | |||||||||||||||
|
(a) | For the twelve-month periods ended October 31, 2011, 2010, 2009 and 2008, our earnings were not sufficient to cover fixed charges by approximately $63.8 million, $125.2 million, $517.8 million and $493.8 million, respectively. |
1. |
Registration Statements (Form S-8 No. 333-57645 and No. 333-113721) pertaining to the
Stock Incentive Plan (1998) of Toll Brothers, Inc.,
|
2. |
Registration Statement (Form S-8 No. 333-143367) pertaining to the Stock Incentive Plan
for Employees (2007) of Toll Brothers, Inc., as amended,
|
3. |
Registration Statement (Form S-8 No. 333-144230) pertaining to the Stock Incentive Plan
for Non-Employee Directors (2007) of Toll Brothers, Inc., as amended,
|
4. |
Registration Statement (Form S-8 No. 333-148362) pertaining to the Employee Stock
Purchase Plan of Toll Brothers, Inc, and,
|
5. |
Registration Statement (Form S-3 No. 333-178130) of Toll Brothers, Inc., Toll Corp.,
First Huntingdon Finance Corp., Toll Brothers Finance Corp., Toll Finance Corp. and the
additional registrants named therein, and in the related Prospectus;
|
1. |
Registration Statements (Form S-8 No. 333-57645 and No. 333-113721) pertaining to the
Stock Incentive Plan (1998) of Toll Brothers, Inc.,
|
2. |
Registration Statement (Form S-8 No. 333-143367) pertaining to the Stock Incentive Plan
for Employees (2007) of Toll Brothers, Inc., as amended,
|
3. |
Registration Statement (Form S-8 No. 333-144230) pertaining to the Stock Incentive Plan
for Non-Employee Directors (2007) of Toll Brothers, Inc., as amended,
|
4. |
Registration Statement (Form S-8 No. 333-148362) pertaining to the Employee Stock
Purchase Plan of Toll Brothers, Inc, and,
|
5. |
Registration Statement (Form S-3 No. 333-178130) of Toll Brothers, Inc., Toll Corp.,
First Huntingdon Finance Corp., Toll Brothers Finance Corp., Toll Finance Corp. and the
additional registrants named therein, and in the related Prospectus;
|
1. | I have reviewed this Annual Report on Form 10-K 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. |
|
Signed: | /s/ Douglas C. Yearley, Jr. | ||
|
Name: | Douglas C. Yearley, Jr. | ||
|
Title: | Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K 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. |
|
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 |
Page(s) | ||||
|
||||
Report of Independent Registered Public Accounting Firm
|
1 | |||
|
||||
Consolidated Financial Statements
|
||||
|
||||
Balance Sheets as of October 31, 2011 (audited) and October 31, 2010 (unaudited)
|
2 | |||
|
||||
Statements of Operations for the year ended October 31, 2011 (audited) and for the years ended
October 31, 2010 and 2009 (unaudited)
|
3 | |||
|
||||
Statements of Changes in Members Equity (Deficits) for the year ended October 31, 2011 (audited)
and for the years ended October 31, 2010 and 2009 (unaudited)
|
4 | |||
|
||||
Statements of Cash Flows for the year ended October 31, 2011 (audited) and for the years ended
October 31, 2010 and 2009 (unaudited)
|
5 | |||
|
||||
Notes to Consolidated Financial Statements for the year ended October 31, 2011 (audited) and for the years ended
October 31, 2010 and 2009 (unaudited)
|
6-12 |
1
2011 | 2010 | |||||||
(Unaudited) | ||||||||
|
||||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 1,343,129 | $ | 2,868,002 | ||||
Inventory
|
45,135,732 | 145,435,348 | ||||||
Customer deposits held in escrow
|
1,920,885 | 6,892,982 | ||||||
Parking garage, net of accumulated depreciation
|
3,216,999 | 3,186,717 | ||||||
Other assets
|
919,616 | 971,727 | ||||||
|
||||||||
|
||||||||
Total assets
|
$ | 52,536,361 | $ | 159,354,776 | ||||
|
||||||||
|
||||||||
Liabilities and Members Equity
|
||||||||
Loan payable
|
$ | 17,539,779 | $ | 138,815,251 | ||||
Customer deposits
|
1,920,885 | 6,892,982 | ||||||
Management fee payable to members
|
2,955,000 | | ||||||
Accounts payable, accrued construction costs
and other liabilities
|
3,475,164 | 5,322,103 | ||||||
Accrued interest
|
34,754 | 260,228 | ||||||
Due to affiliate
|
89,199 | 105,022 | ||||||
|
||||||||
|
||||||||
Total liabilities
|
26,014,781 | 151,395,586 | ||||||
|
||||||||
Members equity
|
26,521,580 | 7,959,190 | ||||||
|
||||||||
|
||||||||
Total liabilities and members equity
|
$ | 52,536,361 | $ | 159,354,776 | ||||
|
2
2011 | 2010 | 2009 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
|
||||||||||||
Revenues
|
$ | 144,401,535 | $ | 43,790,509 | $ | 27,764,361 | ||||||
|
||||||||||||
Expenses
|
||||||||||||
Cost of revenues (includes related
party amounts of $2,955,000 in
2011)
|
112,105,956 | 35,350,514 | 20,820,266 | |||||||||
Inventory impairment
|
| | 15,200,000 | |||||||||
Selling, general and administrative
expenses (includes related party
amounts of $1,361,586, $1,117,951
and $1,149,134 for 2011, 2010 and
2009, respectively)
|
2,928,623 | 1,958,441 | 2,110,125 | |||||||||
|
||||||||||||
|
||||||||||||
Income (loss) from operations
|
29,366,956 | 6,481,554 | (10,366,030 | ) | ||||||||
|
||||||||||||
Other income (loss), net
|
(26,914 | ) | 565,808 | (1,982,568 | ) | |||||||
|
||||||||||||
|
||||||||||||
Net income (loss)
|
$ | 29,340,042 | $ | 7,047,362 | $ | (12,348,598 | ) | |||||
|
3
TB Kent | FM Kent | |||||||||||
Partners | Associates | |||||||||||
LLC | LLC | Total | ||||||||||
|
||||||||||||
Balance at October 31, 2008
(unaudited)
|
$ | (4,223,559 | ) | $ | (4,223,559 | ) | $ | (8,447,118 | ) | |||
|
||||||||||||
Contributions (unaudited)
|
9,462,856 | 9,462,856 | 18,925,712 | |||||||||
Net loss (unaudited)
|
(6,174,299 | ) | (6,174,299 | ) | (12,348,598 | ) | ||||||
|
||||||||||||
|
||||||||||||
Balance at October 31, 2009
(unaudited)
|
(935,002 | ) | (935,002 | ) | (1,870,004 | ) | ||||||
|
||||||||||||
Contributions (unaudited)
|
2,235,898 | 2,235,898 | 4,471,796 | |||||||||
Distributions (unaudited)
|
(844,982 | ) | (844,982 | ) | (1,689,964 | ) | ||||||
Net income (unaudited)
|
3,523,681 | 3,523,681 | 7,047,362 | |||||||||
|
||||||||||||
|
||||||||||||
Balance at October 31,
2010 (unaudited)
|
3,979,595 | 3,979,595 | 7,959,190 | |||||||||
|
||||||||||||
Distributions
|
(5,388,826 | ) | (5,388,826 | ) | (10,777,652 | ) | ||||||
Net income
|
14,670,021 | 14,670,021 | 29,340,042 | |||||||||
|
||||||||||||
|
||||||||||||
Balance at October 31, 2011
|
$ | 13,260,790 | $ | 13,260,790 | $ | 26,521,580 | ||||||
|
4
2011 | 2010 | 2009 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income (loss)
|
$ | 29,340,042 | $ | 7,047,362 | $ | (12,348,598 | ) | |||||
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
|
||||||||||||
Depreciation
|
134,380 | 134,380 | 38,397 | |||||||||
Inventory impairment
|
| | 15,200,000 | |||||||||
Garage impairment
|
| | 2,400,000 | |||||||||
Changes in operating assets and liabilities
|
||||||||||||
Land and land development costs
|
100,134,954 | 9,456,281 | (34,677,927 | ) | ||||||||
Other assets
|
52,111 | (687,343 | ) | 36,658 | ||||||||
Customer deposits
|
| | (652,487 | ) | ||||||||
Management fee payable to members
|
2,955,000 | | | |||||||||
Accounts payable, accrued construction costs and
other liabilities
|
(1,846,939 | ) | (3,886,776 | ) | (9,678,665 | ) | ||||||
Accrued interest
|
(225,474 | ) | (15,043 | ) | (407,736 | ) | ||||||
Due to affiliate
|
(15,823 | ) | 25,108 | (242,560 | ) | |||||||
|
||||||||||||
|
||||||||||||
Net cash provided by (used in) operating activities
|
130,528,251 | 12,073,969 | (40,332,918 | ) | ||||||||
|
||||||||||||
|
||||||||||||
Cash flows from financing activities:
|
||||||||||||
Member contributions
|
| 4,471,796 | 18,925,712 | |||||||||
Member distributions
|
(10,777,652 | ) | (1,689,964 | ) | | |||||||
Proceeds from debt financing
|
6,646,414 | 22,040,863 | 51,208,531 | |||||||||
Repayment of debt
|
(127,921,886 | ) | (35,847,289 | ) | (28,371,426 | ) | ||||||
|
||||||||||||
|
||||||||||||
Net cash (used in) provided by financing activities
|
(132,053,124 | ) | (11,024,594 | ) | 41,762,817 | |||||||
|
||||||||||||
|
||||||||||||
Net (decrease) increase in cash and cash equivalents
|
(1,524,873 | ) | 1,049,375 | 1,429,899 | ||||||||
|
||||||||||||
Cash and cash equivalents at beginning of period
|
2,868,002 | 1,818,627 | 388,728 | |||||||||
|
||||||||||||
|
||||||||||||
Cash and cash equivalents at end of period
|
$ | 1,343,129 | $ | 2,868,002 | $ | 1,818,627 | ||||||
|
||||||||||||
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Reclassification of inventory to parking garage
|
$ | 164,662 | $ | | $ | 5,759,494 | ||||||
|
5
1. |
Organization and Basis of Presentation
|
2. |
Summary of Significant Accounting Policies
|
Level 1:
|
Fair value determined based on quoted prices in active markets for identical assets or liabilities. | |
|
||
Level 2:
|
Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active. | |
|
||
Level 3:
|
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. |
6
7
8
3. |
Inventory
|
2011 | 2010 | |||||||
(Audited) | (Unaudited) | |||||||
|
||||||||
Land and land development costs
|
$ | 9,616,099 | $ | 32,737,389 | ||||
Building costs
|
30,283,828 | 94,581,157 | ||||||
Capitalized interest
|
4,557,935 | 15,877,329 | ||||||
Other
|
677,870 | 2,239,473 | ||||||
|
||||||||
|
||||||||
|
$ | 45,135,732 | $ | 145,435,348 | ||||
|
9
4. |
Warranty
|
2011 | 2010 | 2009 | ||||||||||
(Audited) | (Unaudited) | (Unaudited) | ||||||||||
|
||||||||||||
Balance, beginning of year
|
$ | 217,150 | $ | 288,035 | $ | 264,000 | ||||||
Additions homes closed
during the year
|
895,700 | 118,500 | 113,250 | |||||||||
Charges incurred
|
(701,487 | ) | (189,385 | ) | (89,215 | ) | ||||||
|
||||||||||||
|
||||||||||||
Balance, end of year
|
$ | 411,363 | $ | 217,150 | $ | 288,035 | ||||||
|
5. |
Loan Payable
|
10
6. |
Related Party Transactions
|
11
7. |
Commitments and Contingencies
|
12
Page(s) | ||||
|
||||
Report of Independent Registered Public Accounting Firm
|
1 | |||
|
||||
Financial Statements
|
||||
|
||||
Balance Sheets as of October 31, 2011 (audited) and October 31, 2010 (unaudited)
|
2 | |||
|
||||
Statements of Operations for the year ended October 31, 2011 (audited) and
for the years ended October 31, 2010 and 2009 (unaudited)
|
3 | |||
|
||||
Statements of Changes in Members Equity (Deficits) for the year ended October 31, 2011 (audited) and
for the years ended October 31, 2010 and 2009 (unaudited)
|
4 | |||
|
||||
Statements of Cash Flows for the year ended October 31, 2011 (audited) and
for the years ended October 31, 2010 and 2009 (unaudited)
|
5 | |||
|
||||
Notes to Financial Statements for the year ended October 31, 2011 (audited) and
for the years ended October 31, 2010 and 2009 (unaudited)
|
6-10 |
1
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 1,050,152 | $ | 1,580,615 | ||||
Inventory
|
5,637,268 | 49,361,810 | ||||||
Customer deposits held in escrow
|
235,000 | 2,586,250 | ||||||
Prepaid expenses and other assets
|
65,000 | 69,000 | ||||||
Deferred financing costs, net
|
| 119,168 | ||||||
|
||||||||
|
||||||||
Total assets
|
$ | 6,987,420 | $ | 53,716,843 | ||||
|
||||||||
|
||||||||
Liabilities and Members Equity
|
||||||||
Loan payable
|
$ | | $ | 18,874,694 | ||||
Customer deposits
|
235,000 | 2,586,250 | ||||||
Retainage payable
|
20,848 | 1,120,310 | ||||||
Accounts payable and accrued expenses
|
136,689 | 621,731 | ||||||
Due to affiliates
|
32,323 | 162,710 | ||||||
|
||||||||
|
||||||||
Total liabilities
|
424,860 | 23,365,695 | ||||||
|
||||||||
Members equity
|
6,562,560 | 30,351,148 | ||||||
|
||||||||
|
||||||||
Total liabilities and members equity
|
$ | 6,987,420 | $ | 53,716,843 | ||||
|
2
2011 | 2010 | 2009 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
|
||||||||||||
Revenues
|
$ | 62,862,125 | $ | 63,830,825 | $ | | ||||||
|
||||||||||||
Expenses:
|
||||||||||||
Cost of revenues
|
46,357,144 | 49,724,407 | | |||||||||
Inventory impairment
|
| | 25,400,000 | |||||||||
Selling, general and administrative
expenses
(includes related party amounts of
approximately
$204,000, $318,300 and $408,900 for
2011, 2010 and 2009, respectively)
|
1,393,850 | 1,869,022 | 1,164,226 | |||||||||
|
||||||||||||
|
||||||||||||
Income (loss) from operations
|
15,111,131 | 12,237,396 | (26,564,226 | ) | ||||||||
|
||||||||||||
Interest income
|
281 | 114 | 3,744 | |||||||||
|
||||||||||||
|
||||||||||||
Net income (loss)
|
$ | 15,111,412 | $ | 12,237,510 | $ | (26,560,482 | ) | |||||
|
3
LEVKIB | Toll E. 33 rd | |||||||||||
LLC | Street LLC | Total | ||||||||||
|
||||||||||||
Balance at November 1, 2008 (unaudited)
|
$ | 22,337,060 | $ | 22,337,060 | $ | 44,674,120 | ||||||
|
||||||||||||
Net loss (unaudited)
|
(13,280,241 | ) | (13,280,241 | ) | (26,560,482 | ) | ||||||
|
||||||||||||
|
||||||||||||
Balance at October 31, 2009 (unaudited)
|
9,056,819 | 9,056,819 | 18,113,638 | |||||||||
|
||||||||||||
Net income (unaudited)
|
6,118,755 | 6,118,755 | 12,237,510 | |||||||||
|
||||||||||||
|
||||||||||||
Balance at October 31, 2010 (unaudited)
|
15,175,574 | 15,175,574 | 30,351,148 | |||||||||
|
||||||||||||
Net income
|
7,555,706 | 7,555,706 | 15,111,412 | |||||||||
Member distributions
|
(19,450,000 | ) | (19,450,000 | ) | (38,900,000 | ) | ||||||
|
||||||||||||
|
||||||||||||
Balance at October 31, 2011
|
$ | 3,281,280 | $ | 3,281,280 | $ | 6,562,560 | ||||||
|
4
2011 | 2010 | 2009 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income (loss)
|
$ | 15,111,412 | $ | 12,237,510 | $ | (26,560,482 | ) | |||||
Adjustments to reconcile net income (loss) to net
cash
provided by (used in) operating activities:
|
||||||||||||
Inventory impairment
|
| | 25,400,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Inventory
|
43,843,710 | 33,987,336 | (27,340,315 | ) | ||||||||
Prepaid expenses and other assets
|
4,000 | 135,588 | (204,588 | ) | ||||||||
Retainage payable
|
(1,099,462 | ) | (674,220 | ) | 1,256,650 | |||||||
Accounts payable and accrued expenses
|
(485,042 | ) | (3,477,005 | ) | (1,879,864 | ) | ||||||
Due to affiliates
|
(130,387 | ) | 147,189 | 15,521 | ||||||||
|
||||||||||||
|
||||||||||||
Net cash provided by (used in)
operating activities
|
57,244,231 | 42,356,398 | (29,313,078 | ) | ||||||||
|
||||||||||||
|
||||||||||||
Cash flows from financing activities:
|
||||||||||||
Member distributions
|
(38,900,000 | ) | | | ||||||||
Proceeds from debt financing
|
8,269,550 | 20,124,131 | 30,684,253 | |||||||||
Repayment of debt
|
(27,144,244 | ) | (62,282,524 | ) | | |||||||
|
||||||||||||
|
||||||||||||
Net cash (used in) provided by
financing activities
|
(57,774,694 | ) | (42,158,393 | ) | 30,684,253 | |||||||
|
||||||||||||
|
||||||||||||
Net (decrease) increase in cash and
cash equivalents
|
(530,463 | ) | 198,005 | 1,371,175 | ||||||||
|
||||||||||||
Cash and cash equivalents at beginning of period
|
1,580,615 | 1,382,610 | 11,435 | |||||||||
|
||||||||||||
|
||||||||||||
Cash and cash equivalents at end of period
|
$ | 1,050,152 | $ | 1,580,615 | $ | 1,382,610 | ||||||
|
||||||||||||
|
||||||||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Amortization of deferred financing costs
included in inventory
|
$ | 119,168 | $ | 357,505 | $ | 357,505 | ||||||
|
5
1. |
Organization
|
2. |
Summary of Significant Accounting Policies
|
|
Level 1: | Fair value determined based on quoted prices in active markets for identical assets or liabilities. | ||
|
||||
|
Level 2: | Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active. | ||
|
||||
|
Level 3: | Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. |
6
7
8
3. |
Inventory
|
2011 | 2010 | |||||||
(Audited) | (Unaudited) | |||||||
|
||||||||
Land and land development costs
|
$ | 2,443,515 | $ | 23,096,055 | ||||
Construction in progress
|
3,127,169 | 25,627,200 | ||||||
Other
|
66,584 | 638,555 | ||||||
|
||||||||
|
||||||||
|
$ | 5,637,268 | $ | 49,361,810 | ||||
|
4. |
Warranty
|
2011 | 2010 | |||||||
(Audited) | (Unaudited) | |||||||
|
||||||||
Balance, beginning of year
|
$ | 140,000 | $ | | ||||
Additions homes closed during the year
|
95,250 | 140,000 | ||||||
Charges incurred
|
(98,561 | ) | ||||||
|
||||||||
|
||||||||
Balance, end of year
|
$ | 136,689 | $ | 140,000 | ||||
|
5. |
Loan Payable
|
9
6. |
Related Party Transactions
|
7. |
Commitments and Contingencies
|
10